Please read these Payments Terms of Service (“Payments Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By using the Payment Services (as defined below), you agree to comply with and be bound by these Payments Terms.
Please note: Section 20 of these Payments Terms contains an arbitration clause and class action waiver that applies to all Threshold Members.
Last updated: 8/06/2019
These Payments Terms constitute a legally binding agreement (“Agreement”) between you and Threshold conducted through or in connection with the Threshold Platform.
The Threshold Terms of Service (“Threshold Terms”) separately govern your use of the Threshold Platform. All capitalized terms have the meaning set forth in the Threshold Terms unless otherwise defined in these Payment Terms.
In certain situations, customers may be required to enter into unique payment processing agreements with Threshold. To the extent that there is a conflict between these Payment Terms and terms and conditions set forth in any relevant payment processing agreement, the latter terms and conditions will take precedence, unless specified otherwise.
1. The Scope and Use of Payment Services
1.1 Threshold provides payments services to Artists, including payment collection services, payments and payouts, in connection with and through the Threshold Platform (“Payment Services”). Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement , which includes the Stripe Services Agreement (collectively, the "Stripe Terms"). By using the Threshold Platform to receive payment proceeds, you agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of Threshold enabling payment processing services through Stripe, you authorize Threshold to obtain all necessary access and perform all necessary activities on your Stripe Connected Account to facilitate your provision of Services as contemplated by the Agreement and your relationship with Threshold. You further agree to provide accurate and complete information about you and your business, and authorize Threshold to share it and transaction information with Stripe for the purposes of facilitating of the payment processing services provided by Stripe. Threshold reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.
1.2 Threshold may temporarily and under consideration of the Artists’ legitimate interests (e.g., by providing prior notice), restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. Threshold may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. Threshold will provide notice to Artists of any changes to the Payment Services, unless such changes do not materially increase the Artists’ contractual obligations or decrease the Artists’ rights under these Payments Terms.
1.3 The Payment Services contains links to third-party websites (e.g. Stripe) or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms and conditions and privacy practices and Artists should review them independently. Threshold is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Threshold of such Third-Party Services.
1.4 You may not use the Payment Services except as authorized by United States law, the laws of the jurisdiction that is your country of residence, and any other applicable laws. In particular, but without limitation, the Payment Services may not be used 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 Host 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.
1.5 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 for 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. Key Definitions
“Payout” means a payment initiated by Threshold to an Artist for services performed in connection with the Threshold Platform.
“Payment Method” means a financial instrument that you have added to your Threshold Account, such as a credit card, debit card, or PayPal account.
“Payout Method” means a financial instrument that you have added to your Threshold Account, such as a PayPal account, direct deposit, a prepaid card, or a debit card (where available).
3. Modification of these Payments Terms
Threshold reserves the right to modify these Payments Terms at any time in accordance with this provision. If we make changes to these Payments Terms, we will post the revised Payments Terms on the Threshold Platform and update the “Last Updated” date at the top of these Payments Terms. We will also provide you with notice by email of the modification at least thirty (30) days before the date they become effective, however, Artists contracting from the UK or Australia will receive notice at least two (2) months prior to the effective date. If you disagree with the revised Payments Terms, you may terminate this Agreement with immediate effect. We will inform you about your right of refusal and your right to terminate this Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued use of the Payment Services will constitute acceptance of the revised Payments Terms.
4. Eligibility, Member Verification
4.1 You must be at least 18 years old and able to enter into legally binding contracts to use the Payment Services. By using the Payment Services you represent and warrant that you are 18 or older.
4.2 If you are agreeing to these Payments Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Payments Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
4.3 Threshold may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
4.4 We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. Towards this end, you authorize Threshold to screen you against third party databases or other sources and request reports from service providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) 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; (ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or (iii) attempting to screen your information against third-party databases. Threshold reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.
5. Account Registration
5.1 In order to use the Payment Services, you must have a Threshold Account in good standing. If you or Threshold closes your Threshold Account for any reason, you will no longer be able to use the Payment Services.
5.2 You may authorize a third party to use your Threshold Account in accordance with the Threshold Terms of Service. You acknowledge and agree that anyone you authorize to use your Threshold Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.
6. Payment Methods and Payout Methods
6.1 When you add a Payment Method or Payout Method to your Threshold Account, you will be asked to provide customary billing information such as name, billing address, and financial instrument information either to Threshold or its third-party payment processor(s) (e.g. Stripe). You must provide accurate, current, and complete information when adding a Payment Method or Payout Method, and it is your obligation to keep your Payment Method and Payout Method up-to-date at all times. The information required for Payout Methods will depend on the particular Payout Method and may include:
- your residential address
- name on the account
- account type
- routing number
- account number
- email address
- payout currency
- account information associated with a particular payment processor
6.2 When you add or use a new Payment Method, Threshold may verify the Payment Method by authorizing a nominal amount or by authenticating your account via a third-party payment service provider. For further verification, we may also (i) authorize your Payment Method for one or two additional nominal amounts,and ask you to confirm these amounts, or (ii) require you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payout Method. When you add a Payment Method during checkout, we will automatically save that Payment Method to your Threshold Account so it can be used for a future transaction.
6.3 You authorize Threshold to store your Payment Method information and charge your Payment Method as outlined in these Payments Terms. 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 partner or your bank and update your Payment Method on file in your Threshold Account.
6.4 You are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. Threshold is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you.
7. Artist Payouts
7.1 Threshold will collect the Total Fees from each ticket purchased for a Threshow. In order to receive a Payout you must have an Artist profile on Threshold and have a valid Payout Method linked to your Threshold Account.
7.2 Threshold will generally trigger Stripe to initiate Payouts to your selected Payout Method within the 24 hour period after the scheduled Threshow. In certain jurisdictions or instances, Threshold may offer you a different time or trigger for payment. For example, in certain cases, eligible Artists may be able to receive a Payout for a booking prior to a scheduled Threshow. Any such alternative Payout option may be subject to additional terms and conditions.
7.3 The time it takes to receive Payouts once triggered by Threshold may depend upon the Payout Method you select and the Payout Method provider’s processing schedule. Please see Stripe’s documentation about Payouts for more information.
7.4 Your Payout for a Threshow will be the total amount earned from ticket sales less applicable Taxes and Threshold’s Platform Fee (20%).
7.5 In the event of the cancellation of a confirmed Threshow, Threshold will initiate a refund to any ticket holders and no Payouts will be sent. Payouts are only sent upon completion of a Threshow.
8. Financial Terms for Ticket Purchasers
8.1 You authorize Threshold to use Stripe to charge your Payment Method for the Total Fees for any Threshow tickets purchased in connection with your Threshold Account. Threshold will collect the Total Fees in the manner agreed between you and Threshold via the Threshold Platform. Threshold will generally collect the Total Fees at the moment a ticket is purchased. In some cases, you may be required to pay or have the option to pay an Artist in multiple installments (e.g. when pre-booking an Artist). If Threshold is unable to collect the Total Fees as scheduled, Threshold will collect the Total Fees at a later point. Once the payment transaction for your requested booking is successfully completed, you will receive a confirmation email.
8.2 When you purchase a ticket, Threshold may also (i) obtain a pre-authorization via your Payment Method for the Total Fees,(ii) charge or authorize your Payment Method a nominal amount, to verify your Payment Method, or (iii) authenticate your account via a third-party payment service provider to verify your Payment Method.
8.3 If a confirmed Threshow is cancelled, any amounts collected by Threshold will be refunded to you. 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.
8.4 You authorize Threshold to perform the Payment Method verifications and to charge your Payment Method for any ticket purchases made in connection with your Threshold Account. You hereby authorize Threshold to collect any amounts due, by charging the Payment Method provided at checkout, either directly by Threshold or indirectly, via a third-party online payment processor, and/or by one or more of the payment methods available on the Threshold (such as gift cards).
9. Appointment of Threshold as Limited Payment Collection Agent
9.1 Each Artist collecting payment for services provided via the Threshold Platform (“Providing Artist”) hereby appoints Threshold as the Providing Artist’s payment collection agent solely for the limited purpose of accepting funds from Members purchasing such services (“Purchasing Members”).
9.2 Each Providing Artist agrees that payment made by a Purchasing Member through Threshold, shall be considered the same as a payment made directly to the Providing Artist, and the Providing Artist will provide the purchased services to the Purchasing Member in the agreed-upon manner as if the Providing Artist has received the payment directly from the Purchasing Member. Each Providing Artist agrees that Threshold may refund the Purchasing Member in accordance with the Threshold Terms. Each Providing Artist understands that Threshold’ obligation to pay the Providing Artist is subject to and conditional upon successful receipt of the associated payments from Purchasing Members. Threshold guarantees payments to Providing Artists only for such amounts that have been successfully received by Threshold from Purchasing Members in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Providing Artist, Threshold assumes no liability for any acts or omissions of the Providing Artist.
9.3 Each Purchasing Member acknowledges and agrees that, notwithstanding the fact that Threshold is not a party to the agreement between you and the Providing Artist, Threshold acts as the Providing Artist’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Providing Artist. Upon your payment of the funds to Threshold, your payment obligation to the Providing Artist for the agreed upon amount is extinguished, and Threshold is responsible for remitting the funds to the Providing Artist in the manner described in these Payments Terms, which constitute Threshold’ agreement with the Purchasing Member. In the event that Threshold does not remit any such amounts, the Providing Artist will have recourse only against Threshold and not the Purchasing Member directly.
10. General Financial Terms
Threshold may charge fees for use of certain Payment Services and any applicable fees will be disclosed to Members via the Threshold Platform.
10.2 Payment Authorizations
You authorize Threshold to collect from you amounts due pursuant to these Payment Terms or the Threshold Terms. Specifically, you authorize Threshold to collect from you:
- Any amount due to Threshold (e.g., as a result of your ticket purchases, ticket modifications, cancellations, or other actions as a user of the Threshold Platform), including reimbursement for costs prepaid by Threshold on your behalf, by charging any Payment Method on file in your Threshold Account (unless you have previously removed the authorization to charge such Payment Method(s)) or by withholding such amounts from your future Payouts. Any funds collected by Threshold will setoff the amount owed by you to Threshold and extinguish your obligation to Threshold.
- Any amount due to a Providing Artist from a Purchasing Member which Threshold collects as the Providing Artist’s payment collection agent as further set out above.
- Taxes, where applicable and as set out in the Threshold Terms.
- Any amount you pay through the Resolution Center in connection with your Threshold Account. Threshold may do so by charging the Payment Method associated with the relevant Threshow, or any other Payment Method on file in your Threshold Account (unless you have previously removed the authorization to charge such Payment Method(s)), or by withholding the amount from your future Payouts.
- Fees improperly paid to you as an Artist. If, as Artist, your Host cancels a confirmed Threshow or Threshold decides that it is necessary to cancel a confirmed Threshow, and Threshold issues a refund to the ticket holders in accordance with the Threshold Terms, Artist Refund Policy, Cancellation Policy, or other applicable cancellation policy, you agree that in the event you have already been paid, Threshold will be entitled to recover the amount of any such 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 our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.
Any refunds or credits due to a Member pursuant to the Threshold Terms, Artist Refund Policy, Cancellation Policy, will be initiated and remitted by Threshold in accordance with these Payments Terms.
Threshold will initiate refunds immediately, however, the timing to receive any refund will vary based on the Payment Method and any applicable payment system (e.g., Stripe, Visa, Mastercard, etc.) rules.
10.4 Payment Processing Errors
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same Payout Method or Payment Method used for the original Payout to or payment by you, so that you end up receiving or paying the correct amount. This may be performed by Threshold or a third party such as your financial institution.
If Threshold is unable to collect any amounts you owe under these Payments Terms, Threshold may engage in collection efforts to recover such amounts from you. Threshold will deem any owed amounts overdue when: (a) for authorized charges, ninety (90) days have elapsed after Threshold first attempts to charge the Member’s Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from an Artist’s future Payouts, one hundred and eighty (180) days have elapsed after the adjustment is made to the Host’s account or the associated services have been provided, whichever is later. Any overdue amounts not collected within one hundred and eighty (180) days after they become overdue will be deemed to be in default. You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to Threshold and/or Threshold by you. Such communication may be made by Threshold, Threshold, or by anyone on their behalf, including but not limited to a third-party collection agent.
11. Currency Conversion
Threshold will process each transaction in the currency the Member selects via the Threshold Platform. The currencies available to make and receive payments for any given transaction may be limited for regulatory or operational reasons based on factors such as the Member’s selected Payment Method or Payout Method and/or the Member’s country of residence or Threshold contracting entity(ies). Any such limitations will be communicated via the Threshold Platform, and you will be prompted to select a different currency, Payment Method or Payout Method. Note that a Member’s third-party payment service provider may impose transaction, currency conversion or other fees based on the currency or Payment Method the Member selects to make or receive payments, and Threshold is not responsible for any such fees and disclaims all liability in this regard.
12. Abandoned Property
If we cannot initiate a Payout, refund, or pay other funds due to you 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 submitting such funds to the appropriate governing body as required by law.
13. Prohibited Activities
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, agreements with third parties, third-party rights, or the Threshol 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 Threshold 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 Threshold or any of Threshold’ 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
We welcome and encourage feedback, comments, and suggestions to help us improve the Payment Services (“Feedback”). You may submit Feedback by emailing us at email@example.com. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
15.1 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.
15.2 Notwithstanding Threshold’s appointment as the limited payment collection agent of Artist Members for the purposes of accepting payments from Purchasing Members through the Threshold Platform, Threshold explicitly disclaims all liability for any act or omission of any Member or other third party. Threshold does not have any duties or obligations as agent for each Artist Member 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.
15.3 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.
15.4 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.
16.1 Except as provided below, 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 Threshold Account in any way, you are responsible for the actions taken by that person. Neither Threshold 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 Threshold 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 Artist Members pursuant to these Payments Terms, in no event will Threshold’ 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 the amounts you have paid or owe for purchasing tickets via the Threshold Platform as a Purchasing Member in the twelve (12) month period prior to the event giving rise to the liability, or if you are an Artist, the amounts paid by Threshold to you in the twelve (12) month period prior to the event giving rise to the liability, or 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 Threshold 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 Threshol’s’ 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.
16.2 If you reside in the EU or you reside in Australia, Section 16.1 does not apply, and Threshold is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. Threshold is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents; such liability is limited to the typically occurring foreseeable damages. Essential contractual obligations are such duties of Threshold in whose proper fulfillment you regularly trust and must trust for the proper execution of the contract. Any additional liability of Threshold is excluded to the maximum extent allowed by applicable law.
To the maximum extent permitted by applicable law, you agree to release, defend (at Threshold’s option), indemnify, and hold Threshold 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) Threshold’ Collection; or (iv) your breach of any laws, regulations, or third-party rights. If your country of residence is in the EEA, the indemnification obligation according to this Section only applies if and to the extent that the claims, liabilities, damages, losses, and expenses have been adequately caused by your culpable breach of a contractual obligation.
18. Termination, Suspension, and other Measures
18.1 You may terminate this Agreement at any time by sending us an email, or by following the termination procedures specified in the Threshold Terms. Terminating this Agreement will also serve as notice to cancel your Threshold Account pursuant to the Threshold Terms. If you cancel your Threshold Artist Account, Threshold will provide a full refund to the confirmed Ticket Purchaser(s). If you cancel your Threshold Account as a Ticket Purchaser, Threshold will initiate a refund for any confirmed tickets purchased based.
18.2 Without limiting our rights specified below, Threshold may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address (or two (2) months’ prior notice for Members in the UK).
18.3 Threshold may immediately, without notice terminate this Agreement 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) Threshold believes in good faith that such action is reasonably necessary to protect other Members, Threshold, Threshold, or third parties (for example in the case of fraudulent behavior of a Member).
18.4 In addition, Threshold 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, or if (ii) you have breached these Payments Terms, the Threshold Terms, applicable laws, regulations or third-party rights, (iii) you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, or (iv) Threshold believes in good faith that such action is reasonably necessary to protect the personal safety or property of Threshold, its Members, Threshold, or third parties, or to prevent fraud or other illegal activity.
18.5 In case of non-material breaches and where appropriate, you will be given notice of any measure by Threshold and an opportunity to resolve the issue to Threshold' reasonable satisfaction.
18.6 If Threshold takes any of the measures described in this Section you may appeal such a decision by contacting customer service.
18.7 If you are an Artist and we take any of the measures described in this Section we may refund those who have purchased ticket(s) to any and all of your Threshows, irrespective of preexisting cancellation policies, and you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
18.8 If your access to or use of the Payment Services has been limited or this Agreement has been terminated by us, you may not register a new Threshold Account or attempt to access and use the Payment Services through other a Threshold Account of another Member.
18.9 Unless you reside in Germany, these Payments Terms shall survive any termination or expiration of this Agreement.
19. Applicable Law and Jurisdiction
19.1 If you are contracting with Threshold in the US, these Payments Terms will be interpreted in accordance with the laws of the State of Washington and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 21 must be brought in state or federal court in Spokane, WA, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Spokane, WA.
19.2 If you are contracting with Threshold in China, these Payments Terms will be governed by and construed in accordance with the laws of China (“China Laws”). Any dispute arising from or in connection with these Payments Terms shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Beijing which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration, provided that this section shall not be construed to limit any rights which Threshold may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under China Laws or any other laws that may apply to you. The arbitration proceedings shall be conducted in English. The arbitral award rendered is final and binding upon both parties.
19.3 If you are contracting with Threshold in the UK, these Payments Terms will be interpreted in accordance with English law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your country of residence. If you are acting as a consumer, judicial proceedings that you are able to bring against us arising from or in connection with these Payments Terms may only be brought in a court located in England or a court with jurisdiction in your place of residence. If Threshold wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the English courts.
19.4 If you are contracting with Threshold in India, these Payments Terms will be interpreted in accordance with the laws of India. Any dispute arising from or in connection with these Payments Terms shall be submitted to the International Chamber of Commerce (“ICC”) for arbitration in New Delhi, which shall be the seat and venue of arbitration. Such arbitration shall be conducted in accordance with the arbitration rules of the ICC in effect at the time of applying for arbitration, provided that this section shall not be construed to limit any rights which Threshold may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under the laws of India or any other laws that may apply to you. In the event one or more of the parties to the dispute are non-resident, the parties agree to exclude (for the avoidance of any doubt) the applicability of the provisions of Part I (save and except Section 9, Section 27, Section 37(1)(a) and Section 37(3) thereof) of the Indian Arbitration and Conciliation Act 1996 to any arbitration under this section. The arbitration proceedings shall be conducted in English. The arbitral award rendered is final and binding upon both parties. Each party shall bear its own costs in relation to the arbitration.
19.5 If you are contracting with Threshold in Australia, these Payments Terms are governed by the laws of the State of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of that State and courts of appeal of that State in respect of any proceedings arising out of or in connection with this Agreement.
20. Dispute Resolution and Arbitration Agreement
20.1 This Dispute Resolution and Arbitration Agreement shall apply if you (i) are contracting with Threshold; or (ii) bring any claim against any Threshold entity in the United States (to the extent not in conflict with Section 19).
20.2 Overview of Dispute Resolution Process. Threshold is committed to participating in a consumer-friendly dispute resolution process. To that end, these Payments Terms provide for a two-part process for individuals to whom Section 21.1 applies: (1) an informal negotiation directly with Threshold’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 22 and except as provided in Section 22.6). Specifically, the Consumer Arbitration Rules provide:
- Claims can be filed with AAA online (www.adr.org);
- Arbitrators must be neutral and no party may unilaterally select an arbitrator;
- Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
- Parties retain the right to seek relief in small claims court for certain claims, at their option;
- The initial filing fee for the consumer is capped at $200;
- The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
- The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
20.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Threshold each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Threshold’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
20.4 Agreement to Arbitrate. You and Threshold mutually agree that any dispute, claim or controversy arising out of or relating to these Payments Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Payment Services (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Threshold agree that the arbitrator will decide that issue.
20.5 Exceptions to Arbitration Agreement. You and Threshold each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
20.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the 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 or by calling the AAA at 1–800–778–7879.
20.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Threshold agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Spokane County; (c) in any other location to which you and Threshold both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
20.8 Modification of AAA Rules - Attorney’s Fees and Costs. You and Threshold agree that Threshold will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Threshold may choose to seek, under all rights it may have under applicable law or the AAA rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
20.9 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 declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
20.10 Jury Trial Waiver. You and Threshold acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
20.11 No Class Actions or Representative Proceedings. You and Threshold acknowledge and agree that 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 proceeding as to all Disputes. Further, unless you and Threshold both otherwise 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 this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
20.12 Severability. Except as provided in Section 22.11, 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 shall be given full force and effect.
20.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Payments Terms”), if Threshold changes this Section 20 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Threshold’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Threshold in accordance with the provisions of the “Dispute Resolution” section as of the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms).
20.14 Survival. Except as provided in Section 20.12 and subject to Section 18.9, this Section 20 will survive any termination of these Payments Terms and will continue to apply even if you stop using the Payment Services or terminate your Threshold Account.
21. General Provisions
21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire Agreement between Threshold and you regarding the subject matter hereof, and supersedes any and all prior oral or written understandings or agreements between Threshold and you regarding the Payment Services.
21.2 No joint venture, partnership, employment, or agency relationship exists between you or Threshold as a result of this Agreement or your use of the Payment Services.
21.3 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.
21.4 Threshold’s 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.
21.5 You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without Threshold’ prior written consent. Threshold 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 Threshold Members contracting from the UK). Your right to terminate this Agreement at any time remains unaffected.
21.6 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third-party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.
21.7 Unless specified otherwise, any notices or other communications permitted or required under this Agreement, will be in writing and given by Threshold via email, Threshold Platform notification, or messaging service (including SMS and WeChat). For notices made to Members residing outside of EEA, the date of receipt will be deemed the date on which Threshold transmits the notice.