Payments Term of Use

Shogun Enterprises Inc. doing business as “Hearth” and “Hearth Brokerage” and its affiliated companies (“Hearth”, “we”, “us” and “our”) provides Services in the form of a payment platform via its website (www.gethearth.com), Hearth Payments, in which you (“you” or “your”) can pay for services performed by a Hearth Contractor (“Hearth Contractor”), a merchant user of the Services. By submitting a payment to a Hearth Contractor or otherwise accessing Hearth Payments, you agree to these Hearth Payments Terms of Use (“Payments Terms”).

 

These Payments Terms incorporate by reference and Hearth Payments are governed by Hearth’s Terms of Use, Privacy Policy, Electronic Transactions & Records Policy, Communications Terms & Conditions, and Financial Privacy Policy, as they may be modified from time to time (collectively, the “Hearth Policies”). By submitting or otherwise accessing Hearth Payments, you agree to the Hearth Policies. All capitalized terms used but not defined herein shall have the respective meanings given to them in the Hearth Policies.

 

You agree to provide accurate and complete payment information, and to pay all amounts owed when due.  You also permit Stripe, Inc. (“Stripe”), our payments partner to charge you for all amounts owed by you.  If your method of payment is unable to be successfully processed when charged, you will remain responsible to make such payment to the Hearth Contractor.  You also expressly acknowledge that any attempt by Stripe to charge your bank account is legitimate, and that Hearth has a right to do so.

 

Hearth may collect certain information from you (or from Stripe) about you, and we will use such information to provide the Hearth Payments Services to you (including sharing it with third parties, including the Hearth Contractor to which you are attempting to make a payment), in accordance with our Privacy Policy. You agree to provide us accurate and complete information about you, and you expressly authorize Hearth to share such information with Stripe in order for Stripe to process payments.  Stripe will use and process such information in accordance with its Privacy Policy, as modified from time to time, and hereby incorporated by reference.

 

You understand and acknowledge that Hearth Payments is not receiving, transmitting or settling any funds when you or a Hearth Contractor uses the Hearth Payments. You understand and acknowledge that all money transmission services performed in connection with Hearth Payments are performed by Stripe, NMLS # 1280479, a duly licensed and authorized money services business engaged to conduct all money transmission activity. You understand and acknowledge that Hearth is the operator of a software platform that communicates user instructions for funds transfer to Stripe.

 

You promise not to describe or hold out to the public or any other party, that Hearth is receiving, transmitting or settling funds in any form through Hearth Payments. When describing the Hearth Payments to any third party, you will clarify that payments are received and transmitted by Stripe, a duly licensed money services company.

 

Any invoices sent or payments made through Hearth Payments are between you and the Hearth Contractor. You expressly acknowledge that Hearth makes no endorsements, representations, or guarantees with respect to any Hearth Contractor or the services they provide, and you hereby release Hearth from all liability for acts or omissions of any Hearth Contractor. You also understand that neither Hearth nor Stripe are parties to any such transactions or contracts entered into between you and a Hearth Contractor.   TO THE FULLEST EXTENT PERMITTED BY LAW, HEARTH MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR THE HEARTH PAYMENTS PLATFORM, INCLUDING BUT NOT LIMITED TO ANY DISPUTES, ERRORS, REFUNDS, CHARGEBACKS, DELAYED PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, OR ANY OTHER CIRCUMSTANCES BEYOND HEARTH’S CONTROL OR OTHER ISSUES RELATING TO TRANSACTIONS MADE THROUGH HEARTH PAYMENTS. THE FOREGOING DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

 

Your access to Hearth Payments is at our sole discretion.  Hearth may limit or terminate your access to Hearth Payments for any reason or no reason, without prior notice to you.

 

In the event of a dispute between you and a Hearth Contractor, Hearth Contractor will assume exclusive control of such dispute.  You agree to cooperate with Hearth and Hearth Contractor to resolve the dispute, including but not limited to timely providing any requested documentation and information. If a dispute is resolved in favor of a Hearth Contractor, you agree to take all actions requested by Hearth to resolve the matter, including but not limited to making payment to the Hearth Contractor for the equivalent amount of the funds in dispute. In the event a dispute is resolved in your favor, you acknowledge that your sole recovery from Hearth Contractor will be limited to a refund of the amount in dispute, and you agree not to demand recovery for additional fees, including but not limited to bank fees, overdraft fees, attorney’s fees or costs of collection. Hearth reserves the right to terminate your access to Hearth Payments in the event of a dispute.

 

You represent and warrant that (a) you are fully authorized to enter into this Agreement; (b) you are authorized to make payment using the payment method you have authorized Stripe to charge; (c) Stripe making such charge will not violate any applicable laws; and (d) your account will have sufficient funds to cover the full amount you have authorized.

 

You agree to indemnify and hold harmless Hearth, its Affiliates and licensors, and each of their respective officers, directors, employees, agents and successors and assigns (each, a “Company Indemnitee”), from and against any and all claims, actions, suits, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by each Company Indemnitee (including but not limited to costs of defense, investigation and reasonable attorneys’ fees), which are attributable to or arise from: (i) a breach by you of any warranty, representation, covenant, obligation, or other provision under this Agreement, (ii) any false or materially misleading representation or breach of warranty furnished by you in this Agreement; (iii) a violation of any Applicable Law; and (iv) any dispute between you and a Hearth Contractor.  If and as requested by Hearth, you agree to defend, at your cost, each Company Indemnitee in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing; provided that you shall not settle any claim, action or suit without the prior written consent of Hearth. HEARTH HAS NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU HARMLESS UNDER THIS AGREEMENT.

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, (1) HEARTH WILL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (2) HEARTH’S AGGREGATE LIABILITY OF ALL KINDS ARISING OUT OF, OR WITH RESPECT TO, THIS AGREEMENT CANNOT EXCEED $500. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.  THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

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HEARTH IS NOT LIABLE FOR ANY ADDITIONAL FEES, INCLUDING BUT NOT LIMITED TO BANK FEES, OVERDRAFT FEES, ATTORNEY’S FEES, OR COSTS OF COLLECTION.

 

In all other respects, the Hearth Policies shall remain unchanged and in full force and effect in accordance with the terms thereof.  In the event of any conflict between the Hearth Payments Terms, the Hearth Policies, and the Stripe Privacy Policy, the provisions shall govern in the following order:  the Stripe Privacy Policy, the Hearth Payments Terms, and the Hearth Policies.

 

These Payments Terms (and all agreements and terms of use incorporate herein) constitute the entire agreement between you and Hearth with respect to Hearth Payments.  We may modify these Payments Terms at any time.  Any changes will take effect after their posting and will apply going forward.