This Flywire Invoicing agreement, including the Flywire Privacy Policy (together, “Flywire Invoicing Terms”) is a contract between you and Flywire Corporation (“Flywire”) and applies to your use of the Flywire invoicing platform to create and send invoices to customers and/or your use of the Flywire invoicing platform to pay bills from billers (“Invoicing Service”). The Flywire Invoicing Terms are a legally binding contract between you and Flywire regarding your use of the Invoicing Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CHECKING THE BOX, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FLYWIRE INVOICING TERMS. If you are not eligible, or do not agree to the Flywire Invoicing Terms, then you do not have our permission to use the Invoicing Service.
These Flywire Invoicing Terms provide that all disputes between you and Flywire will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 19 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any disputes with Flywire.
These Flywire Invoicing Terms, along with the Flywire Terms of Use and any other agreement you have entered into with Flywire or any of its subsidiaries or affiliates (collectively, “Flywire Agreements”), apply to your use of the Invoicing Service. If any inconsistency exists between the terms of these Flywire Invoicing Terms and any other Flywire Agreement, these Flywire Invoicing Terms shall govern your use of the Invoicing Service.
1. Invoicing Service Overview.
Flywire Invoicing Service allows billers to create and send invoices to clients easily and electronically. Flywire Invoicing Service allows us customers of the billers to review invoices. In addition, if a biller has a written contract with a Flywire affiliate under which the Flywire affiliate enables the biller to collect payments owed to it, the Flywire Invoicing Service seamlessly allows payors to pay those bills through Flywire and pursuant to the Flywire Terms of Use.
2. Eligibility.
You must be at least 18 years of age to use the Invoicing Service. By agreeing to these Flywire Invoicing Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Invoicing Service; and (c) your registration and your use of the Invoicing Service is in compliance with all applicable laws and regulations. If you are using the Invoicing Service on behalf of an entity, organization, company, or other billers or payors, you represent and warrant that you have the authority to bind that organization to these Flywire Invoicing Terms and you agree to be bound by these Flywire Invoicing Terms on behalf of that organization, or other billers or payors. The Invoicing Service may not be available in whole or in part in different locations, countries, and jurisdictions. We will inform you in the process of signing up or attempting to use the Invoicing Service whether the Invoicing Service is available in that location.
3. Accounts and Registration.
To access features of the Invoicing Service, you may be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email protected].
4. Flywire’s Role.
You acknowledge that any invoices created, sent, or received through the Invoicing Service are transactions between you and a biller or payor and not Flywire. Flywire shall have no liability to any user of the Invoicing Services in respect of invoices created, sent, or received through the Invoicing Service. Nothing in these Flywire Invoicing Terms shall have the effect of creating any contractual link between Flywire and any biller or payor in connection with biller’s obligations to its customers and/or payors or of biller’s customers and/or payors to biller.
5. Fees.
Use of the Invoicing Services is free of charge, although Flywire reserves the right to begin charging a fee for use of the Invoicing Services at any point in the future. If you make a payment through Flywire, you will do so pursuant to Flywire Terms of Use.
6. User Content.
6.1. User Content Generally.
Certain features of the Invoicing Services may permit users to upload content to the Invoicing Service, including data, text, and other types of works ("User Content") and to publish User Content on the Invoicing Service. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Invoicing Service.
6.2. Limited License Grant to Flywire.
By posting or publishing User Content, you grant Flywire a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
6.3. User Content Representations and Warranties.
You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
- you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Flywire and users of the Invoicing Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Flywire, the Invoicing Service, and these Flywire Invoicing Terms; and
- your User Content, and the use of your User Content as contemplated by these Flywire Invoicing Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Flywire to violate any law or regulation.
6.4. User Content Disclaimer.
We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Flywire may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Flywire Invoicing Terms or is otherwise objectionable. You understand that when using the Invoicing Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Flywire with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Flywire Invoicing Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Flywire does not permit copyright-infringing activities on the Invoicing Service.
7. Prohibited Conduct
BY USING THE INVOICING SERVICE, YOU AGREE NOT TO:
7.1. use the Invoicing Service for any illegal purpose or in violation of any local, state, provincial, national, or international law;
7.2. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
7.3. post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
7.4. interfere with security-related features of the Invoicing Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
7.5. interfere with the operation of the Invoicing Service or any user’s enjoyment of the Invoicing Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Invoicing Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Invoicing Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
7.6. use the Invoicing Service for any of the following activities: sexually-oriented materials or services, gambling activities, fraud, money-laundering, the funding of terrorist organizations, or the purchase or sale of tobacco, firearms, prescription drugs, or other controlled substances;
7.7. register for more than one dashboard account on the Invoicing Service, without our prior written permission;
7.8. provide false, inaccurate, or misleading information;
7.9. refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
7.10. use an anonymous proxy;
7.11. use any robot, spider, other automatic device, or manual process to monitor or copy our Site without our prior written permission;
7.12. frame any elements of the Invoicing Service with any other website without our prior written permission;
7.13. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Invoicing Service account without permission, or falsifying your age or date of birth;
7.14. sell or otherwise transfer the access granted under these Flywire Invoicing Terms or any Materials (as defined in Section 12) or any right or ability to view, access, or use any Material;
7.15. refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
7.16. use the Invoicing Services in any manner not expressly authorized by Flywire, including, without limitation, any behavior that suggests or implies a partnership, affiliation, joint venture, or other relationship with Flywire; or
7.17. attempt to do any of the acts described in this Section 7, or assist or permit any person in engaging in any of the acts described in this Section 7.
8. Third-Party Services and Linked Websites.
Flywire may provide tools through the Invoicing Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on Flywire with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third-party service’s use of your exported information. The Invoicing Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content. We prohibit the use of any links to the Invoicing Service from any other websites unless we approve the establishment of the link in advance.
9. Termination of Use; Discontinuation and Modification of the Invoicing Service.
You may terminate your account at any time by contacting customer service at [email protected]. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Invoicing Service. If you violate any provision of these Flywire Invoicing Terms, your permission from us to use the Invoicing Service will terminate automatically. In addition, Flywire may in its sole discretion terminate your user account on the Invoicing Service or suspend or terminate your access to the Invoicing Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Invoicing Service at any time (including by limiting or discontinuing certain features of the Invoicing Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Invoicing Service, any discontinuation of the Invoicing Service, or any suspension or termination of your access to or use of the Invoicing Service.
10. Privacy Policy; Additional Terms.
10.1. Privacy Policy.
Please read the Flywire Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The Flywire Privacy Policy is incorporated by this reference into, and made a part of, these Flywire Invoicing Terms.
10.2. Additional Terms.
Your use of the Invoicing Service is subject to all additional terms, policies, rules, or guidelines applicable to the Invoicing Service or certain features of the Invoicing Service that we may post on or link to from the Invoicing Service (the "Additional Terms"), such as end-user license agreements for any downloadable software applications, or rules that applicable to a particular feature or content on the Invoicing Service, subject to Section 11. All Additional Terms are incorporated by this reference into, and made a part of, these Flywire Invoicing Terms.
11. Modification of these Terms.
We reserve the right, at our discretion, to change these Flywire Invoicing Terms on a going-forward basis at any time. Please check these Flywire Invoicing Terms periodically for changes. If a change to these Flywire Invoicing Terms materially modifies your rights or obligations, you may be required to accept the modified Flywire Invoicing Terms in order to continue to use the Invoicing Service. Material modifications will be effective upon the published effective date. Immaterial modifications are effective upon publication. Disputes arising under these Flywire Invoicing Terms will be resolved in accordance with the version of these Flywire Invoicing Terms that was in effect at the time the dispute arose.
12. Ownership; Proprietary Rights
12.1. Generally.
The Invoicing Service is owned and operated by Flywire. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Invoicing Service ("Materials") provided by Flywire are protected by intellectual property and other laws. All Materials included in the Invoicing Service are the property of Flywire or our third-party licensors. Except as expressly authorized by Flywire, you may not make use of the Materials. Flywire reserves all rights to the Materials not granted expressly in these Flywire Invoicing Terms.
12.2. Trademarks.
The trademarks, logos and service marks appearing on the Invoicing Service, including, but not limited to, the trademark: “Flywire” are the trademarks and service marks of Flywire. Other company, product, and service names and logos used and displayed on the Invoicing Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing on the Invoicing Service should be construed as granting, by implication or otherwise, any license or right to use any of trademarks and service marks displayed on the Invoicing Service, without our prior written permission in each instance.
13. Feedback
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Invoicing Service ("Feedback"), then you hereby grant Flywire an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Invoicing Service and create other products and services.
14. Indemnity
You are responsible for your use of the Invoicing Service, and you will defend and indemnify Flywire, its service providers, and their respective officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Flywire Entities") from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Invoicing Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
15. Disclaimers; No Warranties.
THE INVOICING SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE INVOICING SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE FLYWIRE ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE INVOICING SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE INVOICING SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE FLYWIRE ENTITIES DO NOT WARRANT THAT THE INVOICING SERVICE OR ANY PORTION OF THE INVOICING SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE INVOICING SERVICE, WILL BE UNINTERRUPTED (INCLUDING BUT NOT LIMITED TO INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE OR SETTLEMENT OF PAYMENT TRANSACTIONS), SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE INVOICING SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE INVOICING SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE FLYWIRE ENTITIES OR THE INVOICING SERVICE THAT IS NOT EXPRESSLY STATED IN THESE FLYWIRE INVOICING TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE INVOICING SERVICE, YOUR DEALING WITH ANY OTHER INVOICING SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE INVOICING SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE INVOICING SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE INVOICING SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
16. Limitation of Liability.
IN NO EVENT WILL THE FLYWIRE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE FLYWIRE INVOICING SERVICE OR ANY MATERIALS OR CONTENT ON THE FLYWIRE INVOICING SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY FLYWIRE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. EXCEPT AS PROVIDED IN SECTION 19.4(iii), THE AGGREGATE LIABILITY OF THE FLYWIRE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE FLYWIRE INVOICING SERVICE OR OTHERWISE UNDER THESE FLYWIRE INVOICING TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO FLYWIRE FOR ACCESS TO AND USE OF THE INVOICING SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
17. Governing Law.
These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Flywire agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Suffolk County, Massachusetts for the purpose of litigating any dispute. We operate the Flywire Invoicing Service from our offices in Massachusetts, and we make no representation that Materials included in the Flywire Invoicing Service are appropriate or available for use in other locations.
18. General.
These Flywire Invoicing Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Flywire Invoicing Terms, are the entire and exclusive understanding and agreement between you and Flywire regarding your use of the Invoicing Service. Except as expressly permitted above, these Flywire Invoicing Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Flywire Invoicing Terms. You may not assign or transfer these Flywire Invoicing Terms or your rights under these Flywire Invoicing Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Flywire Invoicing Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Flywire Invoicing Terms, or any provision of these Flywire Invoicing Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Flywire Invoicing Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Flywire Invoicing Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Flywire Invoicing Terms, Sections 2, 5, 7 through 20, and 22, along with the Privacy Policy and any other accompanying agreements, will survive.
19. Dispute Resolution and Arbitration.
19.1. Generally.
In the interest of resolving disputes between you and Flywire in the most expedient and cost-effective manner, you and Flywire agree that every dispute arising in connection with these Flywire Invoicing Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Flywire Invoicing Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Flywire Invoicing Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE FLYWIRE INVOICING TERMS, YOU AND FLYWIRE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
19.2. Exceptions.
Despite the provisions of Section 19.1, nothing in these Flywire Invoicing Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
19.3. Arbitrator.
Any arbitration between you and Flywire will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Flywire.
19.4. Notice; Process.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). Flywire’s address for Notice is: Flywire Corporation, Attn: Customer Service/Terms, 141 Tremont Street, 10th Floor, Boston, Massachusetts 02111. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Flywire may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Flywire must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Flywire will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Flywire in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
19.5. Fees.
If you commence arbitration in accordance with these Flywire Invoicing Terms, Flywire will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Suffolk County, Massachusetts, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Flywire for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
19.6. No Class Actions.
YOU AND FLYWIRE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Flywire agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
19.7. Modifications to this Arbitration Provision.
If Flywire makes any future change to this arbitration provision, other than a change to Flywire’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Flywire’s address for Notice, in which case your account with Flywire will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
19.8. Enforceability.
If Section 19.6 is found to be unenforceable or if the entirety of this Section 19 is found to be unenforceable, then the entirety of this Section 19 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to these Flywire Invoicing Terms.
20. Force Majeure.
We will not be liable for any failure or delay in performance under these Flywire Invoicing Terms or in connection with the Invoicing Service due to any cause beyond our reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet.
21. Contact Information.
Flywire is located at 141 Tremont Street, 10th Floor, Boston, Massachusetts 02111. You may contact us by sending correspondence to that address or by emailing us at [email protected].