Payments Terms of Service (USA)
If you reside in, or the organization you are acting for is established in, the United States, the arbitration agreement and class actions waiver in Section 15 apply to you. Please read them carefully.
Last Updated: January 28th, 2022
These Payments Terms of Service for Non-European Users (“Payments Terms”) are a binding legal agreement between you and Soundspace that governs the Payment Services (defined below) conducted through or in connection with the Soundspace Platform. When these Payments Terms mention “Soundspace Payments,” “we,” “us,” or “our,” it refers to the Soundspace company you are contracting with for Payment Services.
Soundspace Payments provides payments services to Members publishing, offering, and booking Accommodations, Experiences, other Operator Services, and other current and future services provided via the Soundspace Platform. These payment services may include (if available) the following (collectively, “Payment Services”):
Collecting payments from Members (“Payin”), by charging the payment method associated with their Soundspace account, such as credit card, debit card, bank account, or PayPal account (“Payment Method”);
Effecting payments to Operators (“Payout”) to a financial instrument associated with their Soundspace account, such as a PayPal account, bank account, a prepaid card, or a debit card (“Payout Method”);
Effecting payments to a third-party Payout Method designated by an Operator;
Collection and payment of charitable donations;
Payment collection services; and
Other payment-related services in connection with Operator Services.
In order to use the Payment Services, you must be at least 18 years old, must have a Soundspace account in good standing in accordance with the Soundspace Terms of Service (“Terms”), and must keep your payment and personal information accurate and complete. Any reference to the term “Booking” or “booking” below can be substantially replaced with “Membership” or “membership” for purposes of monthly billing cycles as well as “Credit” or “credit” for the purposes of single purchase payments.
Payment Services will be provided by the contracting entity based on your country of residence subject to any exceptions described below:
COUNTRY OF RESIDENCE
CONTRACTING ENTITY
United States
Soundspace, LLC. (“Soundspace Payments US”)
All other countries
Soundspace, LLC
If you change your country of residence, the Soundspace company you contract with and the applicable version of the Payment Terms will be determined by your new country of residence from the date on which your country of residence changes. Please note, however, that the Soundspace Payments company with whom you contract will stay the same for all bookings made prior to your change of residence.
The Terms separately govern your use of the Soundspace Platform. If you see an undefined term in these Payment Terms, it has the same definition as in the Terms.
Table of Contents
Your use of the Payment Services
Member Terms
Operator Terms
Appointment of Soundspace Payments as Limited Payment Collection Agent
General Terms
Damage Claims and Security Deposits
Abandoned Property
Prohibited Activities
Force Majeure
Disclaimers
Indemnification
Modification, Term, Termination, and Other Measures
Governing Law and Dispute Resolution
United States Arbitration Agreement
Miscellaneous
Additional Clauses for Users that are Businesses
Contacting Soundspace Payments
1. Your use of the Payment Services
1.1 Soundspace Payment Services. By using the Payments Services, you agree to comply with these Payments Terms. Soundspace Payments may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. Soundspace Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. Soundspace Payments will provide notice to Members of any changes to the Payment Services unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.
1.2 Third-Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. Soundspace Payments is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Soundspace Payments of those Third-Party Services.
1.3 Your Soundspace Account. Soundspace Payments may enable features that allow you to authorize other Members or third parties to take certain actions that affect your Soundspace account. You may authorize a third party to use your Soundspace account if the feature is enabled for your Soundspace account. You acknowledge and agree that anyone you authorize to use your Soundspace account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.
1.4 Verification. You authorize Soundspace Payments, directly or through third parties, to make any inquiries we consider necessary to verify your identity and information you provide. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Soundspace Payments reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.
1.5 Additional Terms. Your access to or use of certain Payment Services may be subject to or require you to accept additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.
2. Member Terms
2.1 Adding a Payment Method. When you add a Payment Method to your Soundspace account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Soundspace Payments or its third-party payment processor(s). You authorize Soundspace Payments and its payment service providers to collect and store your Payment Method information.
2.2 Payment Method Verification. When you add or use a new Payment Method, Soundspace Payments may verify the Payment Method by (i) authorizing your Payment Method for one or two nominal amounts via a payment service provider, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payment Method. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your Soundspace account so it can be used for a future transaction. You can remove the Payment Method from your Soundspace account as long as it is not associated with an active or future booking.
2.3 Payment Authorization. You allow Soundspace Payments to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Soundspace account.
2.4 Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file.
2.5 Timing of Payment. Soundspace Payments generally charges the Total Price due after the Operator accepts your booking request. However, if you pay with a push Payment Method (such as Sofort), Soundspace Payments will collect the Total Price due at the time of your booking request or after the Operator accepts your booking request. Soundspace Payments may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be displayed via the Soundspace Platform and included in the Total Price, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If Soundspace Payments is unable to collect the Total Price due, as scheduled, Soundspace Payments will collect the Total Price due at a later point in accordance with Section 5.3. Once the payment for your requested booking is successfully completed, you will receive a confirmation email.
2.6 Currency. Soundspace Payments will process each transaction in the currency you select via the Soundspace Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as your selected Payment Method, your country of residence, and/or your Soundspace Payments contracting entity(ies). Any such limitations will be communicated via the Soundspace Platform, and you will be prompted to select a different currency or Payment Method. Note that if your Soundspace Payments contracting entity’s location is different than the country of your Payment Method, or your selected currency is different than your Payment Method's billing currency, your payment may be processed outside of your country of residence. As a result, certain fees may apply and the amount listed on your card statement may be different from the amount shown at checkout. For example, if you make a booking using a U.S. issued card, but select Euro as your currency, your payment may be processed outside the U.S. and banks and credit card companies may impose international transaction fees and foreign exchange fees. In addition, if you select to pay with a currency that is different than your Payment Method's billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with your Payment Method, based on an exchange rate and fee amount determined solely by your bank. Soundspace Payments is not responsible for any such fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.
2.7 Booking Request Status. If a requested booking is declined either because it is not accepted by the Operator or you cancel the booking request before it is accepted by the Operator, any amounts collected by Soundspace Payments will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.
2.8 Payment Restrictions. Soundspace Payments reserves the right to decline or limit payments that we believe (i) may violate Soundspace 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, Soundspace, Soundspace Payments, or others to risks unacceptable to Soundspace Payments.
2.9 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Soundspace Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.
2.10 Your Payment Method, Your Responsibility. Soundspace Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.
2.11 Different Ways to Pay
2.11.1 Payment Plan
2.11.1.1 Soundspace Payments may make available to Members the option to pay a portion of the booking’s Total Price at the time of booking and pay the remainder of the Total Price at a later time prior to check-in (“Payment Plan”). Availability of this option may depend on the Listing and/or Payment Method.
2.11.1.2 If you choose a Payment Plan, the Soundspace Platform will notify you during check out of the amount, currency, and schedule of each payment due. On the following payment due date, Soundspace Payments will automatically charge the original Payment Method you used to make the booking.
2.11.1.3 If you make a modification to a booking made with a Payment Plan, Soundspace Payments will notify you of the revised payment schedule, as applicable. If the modification increases your Total Price, you may be required to make an additional partial payment of the new Total Price at the time of the modification.
2.11.1.4 You agree that by selecting a Payment Plan, you may not be able to pay for the booking with a different Payment Method or pursuant to a different payment schedule.
2.11.1.5 If Soundspace Payments is unable to collect your payment, Soundspace Payments will notify you of such declined payment and require you to complete the payment using an alternative Payment Method within 72 hours of the notice. If you fail to complete the payment, you authorize Soundspace to cancel the booking on your behalf. If the booking is canceled, you will be refunded based on the Operator’s cancellation policy. You acknowledge that you may incur fees for cancellations pursuant to the Operator’s cancellation policy.
2.11.2 Recurring Payments
2.11.2.1 For certain bookings, Soundspace Payments may require a Member to make recurring, incremental payments toward the Total Price owed (“Recurring Payments”). More information on Recurring Payments (including the amount and the frequency of payments) will be made available via the Soundspace Platform if applicable to a booking.
2.11.2.2 If Recurring Payments apply to a confirmed booking, then the Member authorizes Soundspace Payments to collect the Total Price due.
2.11.2.3 Members may stop a Recurring Payment by notifying Soundspace Payments orally or in writing at least three (3) business days before the scheduled date of the payment. Soundspace Payments may require you to give written confirmation of a stop-payment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within those fourteen (14) days, Soundspace Payments is not obligated to honor your request to stop any future Recurring Payments. If you have any questions regarding your Recurring Payments, please contact Soundspace Payments.
3. Operator Terms
3.1 Payment Collection. Soundspace Payments generally collects the Total Price of a booking at the time the Member’s booking request is accepted by the Operator, unless noted otherwise.
3.2 Valid Payout Method. In order to receive a Payout, you must have a valid Payout Method linked to your Soundspace account. When you add a Payout Method to your Soundspace account, you will be asked to provide information such as name, government identification, tax ID, billing address, and financial instrument information either to Soundspace Payments or its third-party payment processor(s). Depending on the Payout Method selected additional information may be required, such as: residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number, and account information associated with a particular payment processor. Providing requested information is required for a Payout Method to be valid. The information Soundspace Payments requires for a valid Payout Method may change, and Soundspace Payments may request additional information at any time; failing to provide requested information may result in Soundspace Payments temporarily placing a hold, suspending, or canceling any Payout until the information is provided and, if necessary, validated. You authorize Soundspace Payments to collect and store your Payout Method information. Soundspace Payments may also share your information with governmental authorities as required by applicable law.
3.3 Timing of Payout
3.3.1 Subject to and conditional upon successful receipt of the payments from Member, Soundspace Payments will generally initiate Payouts to your selected Payout Method: (i) for Accommodations, 72 hours after the Member’s scheduled Membership payment date; (ii) for Experiences, 72 hours after the start of the Experience; and (iii) for all other Operator Services, at the time specified via the Soundspace Platform.
3.3.2 Soundspace Payments may offer you a different Payout time or trigger for payment, which may be subject to additional terms and conditions. For example, certain Operators in China will receive Payouts 48 hours after the Member’s scheduled check-out time or 7 days after the Member’s scheduled check-in time, whichever is earlier. Such a Payout timeline may be updated once the Operator meets certain eligibility criteria. The time it takes to receive Payouts once released by Soundspace Payments may depend upon the Payout Method you select.
3.4 Payout. Your Payout for a booking will be the Total Price less applicable fees like Soundspace service fees and applicable taxes. In the event of cancellation of a confirmed booking, Soundspace Payments will remit the amount you are due (if any) as provided in the Terms and applicable cancellation policy.
3.5 Payout Restrictions. Soundspace Payments may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity, or to obtain or verify the requested information. Furthermore, Soundspace Payments may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to you under the Terms as a result of high volume Booking cancellations or modifications arising from a Force Majeure Event (as defined below).
3.6 Currency Conversion. Soundspace Payments will remit your Payouts in the currency you select via the Soundspace Platform. The currencies available may be limited for regulatory or operational reasons based on factors such as your selected Payout Method, your country of residence, and/or your Soundspace contracting entity(ies). Any such limitations will be communicated via the Soundspace Platform, and you will be prompted to select a different currency or Payout Method. Note that payment service providers may impose transaction, currency conversion, or other fees based on the currency or Payout Method you select, and Soundspace Payments is not responsible for any such fees and disclaims all liability in this regard.
3.7 Limits on Payouts. For compliance or operational reasons, Soundspace Payments may limit the amount of a Payout. If you are due an amount above that limit, Soundspace Payments may make a series of Payouts (potentially over multiple days) in order to provide your full Payout amount.
3.8 Payment Service Providers. Payout Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Soundspace Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payout Method may also be subject to additional terms of use. Please review them before using your Payout Method.
3.9 Handling of Funds. Soundspace Payments may combine amounts that it collects from Members and invest them as permitted under applicable laws. Soundspace Payments will retain any interest it earns on those investments.
3.10 Your Payout Method, Your Responsibility. Soundspace Payments is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you.
3.11 Different ways to get paid
3.11.1 Split Payouts
If you provide Operator Services jointly with one or more other Operators as part of a team, business, or other organization (“Operator Team”), Soundspace may make available to such Operators the option to allocate between the members of the Operator Team the total Operator Payout for a booking. Soundspace Payments will execute such payments at the instruction of one or more members of the Operator Team and is not responsible for any losses related to errors or omissions made by the Operators in providing such payment instructions.
4. Appointment of Soundspace Payments as Limited Payment Collection Agent
4.1 Each Operator, including each Operator Team member, hereby appoints Soundspace Payments as the Operator’s payment collection agent solely for the limited purpose of accepting and processing funds from Members purchasing Operator Services on the Operator’s behalf.
4.2 Each Operator, including each Operator Team member, agrees that payment made by a Member through Soundspace Payments, shall be considered the same as a payment made directly to the Operator, and the Operator will provide the Operator Service booked by the Member in the agreed-upon manner as if the Operator has received the payment directly from the Member. Each Operator agrees that Soundspace Payments may refund the Member in accordance with the Terms. Each Operator understands that Soundspace Payments’ obligation to pay the Operator is subject to and conditional upon successful receipt of the associated payments from Member. Soundspace Payments guarantees payments to Operator(s) only for such amounts that have been successfully received by Soundspace Payments from Members in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Operator, Soundspace Payments assumes no liability for any acts or omissions of the Operator.
4.3 Each Member acknowledges and agrees that, notwithstanding the fact that Soundspace Payments is not a party to the agreement between you and the Operator(s), including each Operator Team member, Soundspace Payments acts as each Operator’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Operator(s). Upon a Member’s payment of the funds to Soundspace Payments, the Member’s payment obligation to the Operator(s) for the agreed-upon amount is extinguished, and Soundspace Payments is responsible for remitting the funds successfully received by Soundspace Payments to the Operator(s) in the manner described in these Payments Terms. In the event that Soundspace Payments does not remit any such amounts, the Operator(s) will have recourse only against Soundspace Payments and not the Member directly.
5. General Terms
5.1 Fees. Soundspace Payments may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in the Terms or via the Soundspace Platform.
5.2 Payment Authorizations. You authorize Soundspace Payments to collect from you amounts due pursuant to these Payment Terms and/or the Terms by either (i) charging the Payment Method associated with the relevant booking, or any other Payment Method on file that you authorize in your Soundspace account (unless you have previously removed the authorization to charge such Payment Method(s)), or (ii) by withholding the amount from your future Payout. Specifically, you authorize Soundspace Payments to collect from you:
Any amount due to Soundspace or Soundspace Payments (e.g., as a result of your bookings, Booking Modifications, cancellations, or other actions as a Member, Operator or user of the Soundspace Platform), including reimbursement for costs prepaid by Soundspace or Soundspace Payments on your behalf. Any funds collected by Soundspace Payments will set off the amount owed by you to Soundspace or Soundspace Payments and extinguish your obligation to Soundspace or Soundspace Payments.
Any amount due to an Operator from a Member which Soundspace collects as the Operator’s payment collection agent as further set out in Section 4 above.
Taxes, where applicable and as set out in the Terms.
Any amount you pay through the Resolution Center in connection with your Soundspace account.
Overstay penalties payable under the Terms, including any cost and expenses incurred in collecting the overstay penalty.
Any service fees or cancellation fees imposed pursuant to the Terms (e.g., if, as an Operator, you cancel a confirmed booking).
Any amounts already paid to you as an Operator despite a Member canceling a confirmed booking or Soundspace deciding that it is necessary to cancel a booking in accordance with the Terms, Member Refund Policy, Experiences Member Refund Policy, Extenuating Circumstances Policy, or other applicable cancellation policy. You agree that in the event you have already been paid, Soundspace Payments will be entitled to recover the amount of any such Member refund from you, including by subtracting such refund amount out from any future Payouts due to you.
In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to Soundspace Payments collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees, or other third-party charges.
5.3 Collections
5.3.1 If Soundspace Payments is unable to collect any amounts you owe under these Payments Terms, Soundspace Payments may engage in collection efforts to recover such amounts from you.
5.3.2 Soundspace Payments will deem any owed amounts overdue when: (a) for authorized charges, one hundred and twenty (120) days have elapsed after Soundspace Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from an Operator’s future Payouts, two hundred and seventy (270) days have elapsed after the adjustment is made to the Operator’s Soundspace account or the associated services have been provided, whichever is later.
5.3.3 Soundspace Payments will deem any overdue amounts not collected to be in default when three hundred and sixty-five (365) days have elapsed: (a) for authorized charges after Soundspace Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from an Operator’s future Payouts, after the adjustment is made to the Operator’s Soundspace account or the associated services have been provided, whichever is later.
5.3.4 You hereby explicitly agree that all communications in relation to amounts owed will be made by electronic mail or by phone, as provided to Soundspace and/or Soundspace Payments by you. Such communications may be made by Soundspace, Soundspace Payments, or by anyone on their behalf, including but not limited to a third-party collection agent.
5.4 Payment Processing Errors
5.4.1 Soundspace Payments will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you so that you end up receiving or paying the correct amount. This may be performed by Soundspace Payments or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off, and/or debiting the amount of such funds from any future Payouts owed to you.
5.4.2 To the extent you receive any funds in error, you agree to immediately return such funds to Soundspace Payments.
5.5 Refunds
5.5.1 Any refunds or credits due to a Member pursuant to the Terms, Extenuating Circumstances Policy, Member Refund Policy, and Experiences Member Refund Policy will be initiated and remitted by Soundspace Payments in accordance with these Payments Terms.
5.5.2 Subject to this Section 5.5.2, Soundspace Payments will process refunds immediately, however, the timing to receive any refund will depend on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, Soundspace Payments will initiate and process the refund as soon as is practicable.
6. Damage Claims and Security Deposits
6.1 If you as a Member (i) agree to pay the Operator in connection with a Damage Claim, or (ii) Soundspace determines that you are responsible for damaging any real or personal property at a Listing pursuant to the Terms, you authorize Soundspace Payments to charge the Payment Method used to make the booking in order to collect any security deposit associated with the Listing, as well as any fees, costs and/or expenses associated with the Damage Claim. If Soundspace Payments is unable to collect from the Payment Method used to make the booking, you agree that Soundspace Payments may charge any other Payment Method on file in your Soundspace account at the time of the Damage Claim (unless you have previously removed the authorization to charge such Payment Method(s)).
6.2 You agree that Soundspace Payments may seek to recover from you under any insurance policies you maintain and that Soundspace Payments may also pursue against you any remedies it may have available, including, but not limited to, in relation to any payment requests made by Operators under the Soundspace Operator Guarantee.
7. Abandoned Property
If Soundspace Payments holds funds due to you (e.g., because we are unable to issue you a Payout or refund) or you do not use a gift card or gift credit for the relevant period of time set forth by your state, country, or other governing body in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by reporting and escheating (sending) such funds to the appropriate governing body as required by applicable unclaimed property laws.
8. Prohibited Activities
8.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:
breach or circumvent any applicable laws or regulations;
breach or circumvent any agreements with third parties, third-party rights, or the Terms, Policies, or Standards;
use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
register or use any Payment Method or Payout Method with your Soundspace account that is not yours or you do not have authorization to use;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Soundspace Payments or any of Soundspace Payments’ providers or any other third party to protect the Payment Services;
take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.
8.2 You may not use or assist others to use the Payment Services to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (i) neither you nor your Operator Services are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.
9. Force Majeure
Soundspace Payments shall not be liable for any delay or failure to fulfill any obligation under these Payments Terms resulting from causes outside the reasonable control of Soundspace or Soundspace Payments, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”).
10. Disclaimers
10.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.
10.2 Notwithstanding Soundspace Payments’ appointment as the limited payment collection agent of Operators pursuant to Section 4, Soundspace Payments explicitly disclaims all liability for any act or omission of any Member or other third party. Soundspace Payments does not have any duties or obligations as agent for each Operator except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.
10.3 If we choose to conduct identity verification on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
10.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.
11. Liability
11.1 Except as provided in Section 11.2, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorize another person to use your Soundspace account in any way, you are responsible for the actions taken by that person. Neither Soundspace Payments nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Members or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Soundspace 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 Operators pursuant to these Payments Terms or an approved payment request under the Soundspace Operator Guarantee or Japan Operator Insurance, in no event will Soundspace Payments’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed (i) the amounts you have paid or owe for bookings via the Soundspace Platform as a Member in the twelve (12) month period prior to the event giving rise to the liability, or if you are an Operator, the amounts paid by Soundspace Payments to you in the twelve (12) month period prior to the event giving rise to the liability, or (ii) one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Soundspace 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 Soundspace Payments’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
12. Indemnification
To the maximum extent permitted by applicable law, you agree to release, defend (at Soundspace Payments’ option), indemnify, and hold Soundspace Payments and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; (iii) your failure, or our failure at your direction, to accurately report, collect or remit taxes; or (iv) your breach of any laws, regulations, or third-party rights.
13. Modification, Term, Termination, and Other Measures
13.1 Modification. Except as otherwise required by applicable law, Soundspace Payments may modify these Payments Terms at any time. If we make material changes to these Payment Terms, we will post the revised Payment Terms on the Soundspace Platform and update the “Last Updated” date at the top of these Payment Terms. If you are affected by the modification, we will also provide you with notice of the modifications at least thirty (30) days before the date they become effective. If you do not terminate your agreement before the date the revised Payment Terms become effective, your continued use of the Payment Services will constitute acceptance of any changes to the revised Payments Terms.
13.2 Term. This agreement between you and Soundspace Payments reflected by these Payment Terms is effective when you create a Soundspace account or use the Payment Services and remains in effect until either you or we terminate this agreement in accordance with Section 13.3.
13.3 Termination. You may terminate this agreement at any time by sending us an email or by deleting your Soundspace account. Terminating this agreement will also serve as notice to cancel your Soundspace account pursuant to the Terms. Without limiting our rights specified below, Soundspace Payments may terminate this agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address. Soundspace 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) Soundspace Payments believes in good faith that such action is reasonably necessary to protect other Members, Soundspace, Soundspace Payments, or third parties.
13.4 Suspension and Other Measures. Soundspace Payments may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, (ii) if you have breached these Payments Terms, the Terms, applicable laws, regulations or third-party rights, (iii) if you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, (iv) for any amounts you owe under these Payments Term that are overdue or in default, or (v) if Soundspace Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of Soundspace, its Members, Soundspace Payments, or third parties, or to prevent fraud or other illegal activity. Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method
13.5 Appeal. If Soundspace Payments takes any of the measures described in Sections 13.3 and 13.4 you may appeal such a decision by contacting customer service.
13.6 Effect of Termination. If you cancel your Soundspace account as an Operator or Soundspace Payments takes any of the measures described above, Soundspace Payments may provide a full refund to any Members 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 Soundspace account as a Member, Soundspace 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 Soundspace account or attempt to access and use the Payment Services through a Soundspace account of another Member.
13.7 Survival. Sections 5 through 20 of these Payments Terms shall survive any termination or expiration of this agreement.
14. Governing Law and Dispute Resolution
14.1 If you are contracting with Soundspace Payments US, these Payments Terms will be interpreted in accordance with the laws of the State of Indiana 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 Indianapolis, Indiana unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Indianapolis, Indiana.
15. United States Arbitration Agreement
15.1 Application. This Arbitration Agreement only applies to you if you are contracting with Soundspace Payment US. If you are not contracting with Soundspace Payments US, and you nevertheless attempt to bring any legal claim against Soundspace Payments in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 15 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.
15.2 Overview of Dispute Resolution Process. Soundspace Payments is committed to participating in a consumer-friendly dispute resolution process. To that end, these Payment Terms provide for a two-part process for individuals to whom this Section 15 applies: (1) an informal negotiation directly with Soundspace’s customer service team (described in paragraph 15.3, below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and Soundspace Payments each retain the right to seek relief in small claims court as an alternative to arbitration
15.3 Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and Soundspace Payments each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to Soundspace Payments by mailing it to Soundspace Payments’ agent for service: Alerding Castor LLP, 47 S Pennsylvania St #700, Indianapolis, IN 46204. Soundspace Payments will send its notice of dispute to the email address associated with your Soundspace account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).
15.4 Agreement to Arbitrate. You and Soundspace Payments mutually agree that any dispute, claim or controversy arising out of or relating to these Payments Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Payment Services (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Soundspace Payments agree that the arbitrator will decide that issue.
15.5 Exceptions to Arbitration Agreement. You and Soundspace Payments each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 15): (i) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (ii) a request for the remedy of public injunctive relief. You and Soundspace Payments agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.
15.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA Rules.
15.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Soundspace Payments agrees that any required arbitration hearing may be conducted, at your option: (a) in the U.S county where you reside; (b) in Marion County; (c) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.
15.8 Modification of AAA Rules - Attorney’s Fees and Costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Soundspace Payments will pay all arbitration fees and expenses. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim, or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.
15.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
15.10 Jury Trial Waiver. You and Soundspace Payments acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
15.11 No Class Actions or Representative Proceedings. You and Soundspace Payments acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action, or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action, or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action, or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.
15.12 Severability. Except as provided in Section 15.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement will be given full force and effect.
15.13 Changes to Agreement to Arbitrate. If Soundspace Payments changes this Section 15 after the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms), you may reject that change by sending us written notice (including by email) within thirty (30) days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Soundspace Payments (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Soundspace Payments.
15.14 Survival. Except as provided in Section 15.12 and subject to Section 13.7, this Section 15 will survive any termination of these Payments Terms and will continue to apply even if you stop using the Payment Services or terminate your Soundspace account.
16. Miscellaneous
16.1 Interpreting these Payments Terms. Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire agreement between Soundspace Payments and you regarding the subject matter hereof and supersede any and all prior oral or written understandings or agreements between Soundspace Payments and you regarding the Payment Services. If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
16.2 No Waiver. Soundspace Payments’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.
16.3 Assignment. You may not assign, transfer, or delegate this agreement or your rights and obligations hereunder without Soundspace Payments’ prior written consent. Soundspace Payments may without restriction assign, transfer, or delegate this Agreement and any rights and obligations, at its sole discretion, with thirty (30) days prior notice (or two (2) months’ prior notice for Members contracting with Soundspace Payments UK).
16.4 Notices. Unless specified otherwise, any notices or other communications permitted or required under this agreement, will be in writing and given by Soundspace Payments via email or Soundspace Platform notification, and depending on your notification setting, messaging service (including SMS and WeChat). The date of receipt will be deemed the date on which Soundspace Payments transmits the notice.
17. Additional Clauses for Users that are Businesses
The following paragraphs also apply if you are using the Payment Services as a representative (“Representative”) acting on behalf of a business, company, or other legal entity (in such event, for purposes of the Payments Terms, “you” and “your” will refer and apply to that business, company or other legal entity).
17.1 You accept the Payment Terms and you will be responsible for any act or omission of employees or third-party agents using the Payment Service on your behalf.
17.2 You and your Representative individually affirm that you are authorized to provide the information described in Section 2.1 and Section 3.2 and your Representative has the authority to bind you to these Payments Terms. We may require you to provide additional information or documentation demonstrating your Representative’s authority.
17.3 You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Payment Services; and (ii) you have all requisite right, power, and authority to enter into this agreement, perform your obligations, and grant the rights, licenses, and authorizations in this agreement.
17.4 If you are using your Payment Method for the benefit of your employees or other authorized third-party in connection with Soundspace for Work, as permitted by your account, you authorize Soundspace Payments to charge your Payment Method for bookings requested by employees at your company or other permitted third-party.
17.5 For any Payout Method linked to your Soundspace account, you authorize Soundspace Payments to store the Payout Method, remit payments using the Payout Method for bookings associated with your Soundspace account, and take any other action as permitted in the Payments Terms in respect of the Payout Method.
17.6 If you handle, store, or otherwise process payment card information on behalf of anyone or any third-party, you agree to comply on an ongoing basis with applicable data privacy and security requirements under the current Payment Card Industry Data Security Standard with regards to the use, access, and storage of such credit card information. For additional information, including tools to help you assess your compliance, see https://www.visa.com/cisp and https://www.mastercard.com/sdp.
18. Contacting Soundspace Payments
You may contact Soundspace Payments regarding the Payment Services using the information below:
ENTITY
CONTACT INFORMATION
Soundspace, LLC
1125 E Brookside Ave Suite B3 Indianapolis, IN 46219
United States of America
+1 (317) 763-0010
team@sndspc.com
Soundspace Payments will provide a copy of these Payments Terms on request. If you have any questions about these Payments Terms, please email us.