Payments Terms of Service

Payments Terms of Service

Please read carefully the arbitration agreement and class actions waiver in Section 15

Last Updated: October 12, 2021

These Payments Terms of Service for Users (“Payments Terms”) are a binding legal agreement between you and Fresh Homemade Tortillas Payments that govern the Payment Services (defined below) conducted through or in connection with the Fresh Homemade Tortillas Platform. When these Payments Terms mention “Fresh Homemade Tortillas Payments,” “we,” “us,” or “our,” it refers to the Fresh Homemade Tortillas Payments you are contracting with for Payment Services.


Fresh Homemade Tortillas Payments provides payments services to Members publishing, offering, and ordering Provider Services and other current and future services provided via the Fresh Homemade Tortillas Platform. These payment services may include (if available) the following (collectively, “Payment Services”):


  • Collecting payments from Users (“Payin”), by charging the payment method associated with their Fresh Homemade Tortillas account, such as credit card, debit card, bank account or PayPal account (“Payment Method”);
  • Effecting payments to Providers (“Payout”) to a financial instrument associated with their Fresh Homemade Tortillas 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 a Provider;
  • Collection and payment of charitable donations;
  • Payment collection services; and
  • Other payment related services in connection with Provider Services.

In order to use the Payment Services, you must be at least 18 years old, must have a Fresh Homemade Tortillas account in good standing in accordance with the Fresh Homemade Tortillas Terms of Service (“Terms”), and must keep your payment and personal information accurate and complete.


The Terms separately govern your use of the Fresh Homemade Tortillas Platform. If you see an undefined term in these Payment Terms, it has the same definition as in the Terms.


Table of Contents

1. Your use of the Payment Services

1.1 Fresh Homemade Tortillas Payment Services. By using the Payments Services, you agree to comply with these Payments Terms. Fresh Homemade Tortillas Payments or its payment processor 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. Fresh Homemade Tortillas Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. Fresh Homemade Tortillas Payments will attempt to 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. Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments of those Third-Party Services.M

1.3 Your Fresh Homemade Tortillas Account. Fresh Homemade Tortillas Payments may enable features that allow you to authorize other Members or third parties to take certain actions that affect your Fresh Homemade Tortillas account. You may authorize a third party to use your Fresh Homemade Tortillas account if the feature is enabled for your Fresh Homemade Tortillas account. You acknowledge and agree that anyone you authorize to use your Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments, directly or through third parties, to make any inquiries we consider necessary to verify your identity. 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). Fresh Homemade Tortillas 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. User Terms

2.1 Adding a Payment Method. When you add a Payment Method to your Fresh Homemade Tortillas account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Fresh Homemade Tortillas Payments or its thirdparty payment processor(s). You authorize Fresh Homemade Tortillas 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, Fresh Homemade Tortillas 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 may automatically save and add that Payment Method to your Fresh Homemade Tortillas account so it can be used for a future transaction. You can remove the Payment Method from your Fresh Homemade Tortillas account as long as it is not associated with an active or future order.

2.3 Payment Authorization. You allow Fresh Homemade Tortillas 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 Fresh Homemade Tortillas 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 or we may require you to provide that information.

2.5 Timing of Payment. Fresh Homemade Tortillas Payments generally charges the Total Price due after the Provider accepts your order request. However, if you pay with a push Payment Method (such as Sofort), Fresh Homemade Tortillas Payments will collect the Total Price due at the time of your order request or after the Provider accepts your order request. Fresh Homemade Tortillas 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 Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments is unable to collect the Total Price due, as scheduled, Fresh Homemade Tortillas Payments will collect the Total Price due at a later point in accordance with Section 5.3. Once the payment for your requested order is successfully completed, you will receive a confirmation email.

2.6 Order Request Status. If a requested order is declined either because it is not accepted by the Provider or you cancel the order request before it is accepted by the Provider, any amounts collected by Fresh Homemade Tortillas Payments will be refunded to you, and any preauthorization 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.

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

2.8 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Fresh Homemade Tortillas Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

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

2.10 Payment

2.10.1 Payment Plan

2.10.1.1 If Fresh Homemade Tortillas Payments is unable to collect your payment, Fresh Homemade Tortillas Payments may notify you of such declined payment and require you to complete the payment using an alternative Payment Method. If you fail to complete the payment, you authorize Fresh Homemade Tortillas to cancel the order on your behalf. You acknowledge that you may incur fees for cancellations pursuant to the Terms’ cancellation policy.

2.10.2 Recurring Payments

2.10.2.1 For certain orders (such as daily, twice a week, weekly, or other recurring subscription orders), Fresh Homemade Tortillas Payments may require a User to make recurring, incremental payments toward the Total Price owed (“Recurring Payments”).

2.10.2.2 If Recurring Payments apply to a confirmed order, then the User authorizes Fresh Homemade Tortillas Payments to collect the Total Price due.

2.10.2.3 Users may stop a Recurring Payment by notifying Fresh Homemade Tortillas Payments orally or in writing at least three (5) business days before the scheduled date of the payment. Fresh Homemade Tortillas Payments may require you to give written confirmation of a stoppayment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within those fourteen (14) days, Fresh Homemade Tortillas 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 Fresh Homemade Tortillas.

3. Provider Terms

3.1 Payment Collection. Fresh Homemade Tortillas Payments generally collects the Total Price of an order at the time the User’s order request is accepted by the Provider, unless noted otherwise.

3.2 Adding a Payout Method. In order to receive a Payout you must have a valid Payout Method linked to your Fresh Homemade Tortillas account. When you add a Payout Method to your Fresh Homemade Tortillas account, you will be asked to provide billing information such as name, government identification, tax ID, billing address, and financial instrument information either to Fresh Homemade Tortillas 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, identification number and account information associated with a particular payment processor. You authorize Fresh Homemade Tortillas Payments to collect and store your billing information and financial instrument information. Fresh Homemade Tortillas 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 User, Fresh Homemade Tortillas Payments will generally initiate Payouts to your selected Payout Method after order completion (delivery or pickup). For recurring subscriptions (daily, twice a week, weekly), Fresh Homemade Tortillas Payments will initiate future payouts every 30 days after the initial payout for the duration of the recurring subscription.

3.3.2 Fresh Homemade Tortillas Payments may offer you a different Payout time or trigger for payment, which may be subject to additional terms and conditions. The time it takes to receive Payouts once released by Fresh Homemade Tortillas Payments may depend upon the Payout Method you select.

3.4 Payout. Your Payout for an order will be the Total Price less applicable fees like Fresh Homemade Tortillas service fees and applicable taxes. In the event of cancellation of a confirmed order, Fresh Homemade Tortillas Payments will remit the amount you are due (if any) as provided in the Terms and applicable cancellation policy.

3.5 Payout Restrictions. Fresh Homemade Tortillas 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. Furthermore, Fresh Homemade Tortillas 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 Order cancellations or modifications arising from a Force Majeure Event (as defined below).

3.6 Limits on Payouts. For compliance or operational reasons, Fresh Homemade Tortillas Payments may limit the amount of a Payout. If you are due an amount above that limit, Fresh Homemade Tortillas Payments may make a series of Payouts (potentially over multiple days) in order to provide your full Payout amount.

3.7 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 Fresh Homemade Tortillas 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.

3.8 Handling of Funds. Fresh Homemade Tortillas Payments may combine amounts that it collects from Users and invest them as permitted under applicable laws. Fresh Homemade Tortillas Payments will retain any interest it earns on those investments.

3.9 Your Payout Method, Your Responsibility. Fresh Homemade Tortillas Payments is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you.

3.10 Different ways to get paid

3.10.1 Split Payouts

If you provide Provider Services jointly with one or more other Providers as part of a team, (“Provider Team”), Fresh Homemade Tortillas may make available to such Providers the option to allocate between the members of the Provider Team the total Provider Payout for an order. Fresh Homemade Tortillas Payments will execute such payments at the instruction of one or more members of the Provider Team and is not responsible for any losses related to errors or omissions made by the Providers in providing such payment instructions.

4. Appointment of Fresh Homemade Tortillas Payments as Limited Payment Collection Agent

4.1 Each Provider, including each Provider Team member, hereby appoints Fresh Homemade Tortillas Payments as the Provider’s payment collection agent solely for the limited purpose of accepting and processing funds from Users purchasing Provider Services on the Provider’s behalf.

4.2 Each Provider, including each Provider Team member, agrees that payment made by a User through Fresh Homemade Tortillas Payments, shall be considered the same as a payment made directly to the Provider, and the Provider will provide the Provider Service ordered by the User in the agreed-upon manner as if the Provider has received the payment directly from the User. Each Provider agrees that Fresh Homemade Tortillas Payments may refund the User in accordance with the Terms. Each Provider understands that Fresh Homemade Tortillas Payments’ obligation to pay the Provider is subject to and conditional upon successful receipt of the associated payments from User. Fresh Homemade Tortillas Payments guarantees payments to Provider(s) only for such amounts that have been successfully received by Fresh Homemade Tortillas Payments from Users in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Provider, Fresh Homemade Tortillas Payments assumes no liability for any acts or omissions of the Provider

4.3 Each User acknowledges and agrees that, notwithstanding the fact that Fresh Homemade Tortillas Payments is not a party to the agreement between you and the Provider(s), including each Provider Team member, Fresh Homemade Tortillas Payments acts as each Provider’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Provider(s). Upon a User’s payment of the funds to Fresh Homemade Tortillas Payments, the User’s payment obligation to the Provider(s) for the agreed upon amount is extinguished, and Fresh Homemade Tortillas Payments is responsible for remitting the funds successfully received by Fresh Homemade Tortillas Payments to the Provider(s) in the manner described in these Payments Terms. In the event that Fresh Homemade Tortillas Payments does not remit any such amounts, the Provider(s) will have recourse only against Fresh Homemade Tortillas Payments and not the User directly.

5. General Terms

5.1 Fees. Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Platform.

5.2 Payment Authorizations. You authorize Fresh Homemade Tortillas 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 order, or any other Payment Method on file that you authorize in your Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments to collect from you:

  • Any amount due to Fresh Homemade Tortillas or Fresh Homemade Tortillas Payments (e.g., as a result of your orders, Order Modifications, cancellations, or other actions as a User, Provider or user of the Fresh Homemade Tortillas Platform), including reimbursement for costs prepaid by Fresh Homemade Tortillas or Fresh Homemade Tortillas Payments on your behalf. Any funds collected by Fresh Homemade Tortillas Payments will set off the amount owed by you to Fresh Homemade Tortillas or Fresh Homemade Tortillas Payments and extinguish your obligation to Fresh Homemade Tortillas or Fresh Homemade Tortillas Payments.
  • Any amount due to a Provider from a User which Fresh Homemade Tortillas collects as the Provider’s payment collection agent as further set out in Section 4 above.
  • Taxes, where applicable and as set out in the Terms.
  • Any service fees or cancellation fees imposed pursuant to the Terms (e.g., if, as a Provider, you cancel a confirmed order).
  • Any amounts already paid to you as a Provider despite a User cancelling a confirmed order or Fresh Homemade Tortillas deciding that it is necessary to cancel an order in accordance with the Terms (e.g. extenuating circumstances) or other applicable cancellation policy. You agree that in the event you have already been paid, Fresh Homemade Tortillas Payments will be entitled to recover the amount of any such User 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 Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments is unable to collect any amounts you owe under these Payments Terms, Fresh Homemade Tortillas Payments may engage in collection efforts to recover such amounts from you.

5.3.2 Fresh Homemade Tortillas Payments will deem any owed amounts overdue when: (a) for authorized charges, one hundred and twenty (120) days have elapsed after Fresh Homemade Tortillas Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Provider’s future Payouts, one-hundred eighty days (180) days have elapsed after the adjustment is made to the Provider’s Fresh Homemade Tortillas account or the associated services have been provided, whichever is later.

5.3.3 Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Provider’s future Payouts, after the adjustment is made to the Provider’s Fresh Homemade Tortillas 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 Fresh Homemade Tortillas and/or Fresh Homemade Tortillas Payments by you. Such communications may be made by Fresh Homemade Tortillas, Fresh Homemade Tortillas 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 Fresh Homemade Tortillas 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 Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments.

5.5 Refunds

5.5.1 Any refunds or credits due to a Member pursuant to the Terms will be initiated and remitted by Fresh Homemade Tortillas Payments in accordance with these Payments Terms.

5.5.2 Subject to this Section 5.5.2, Fresh Homemade Tortillas Payments will process refunds as soon as possible, 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, Fresh Homemade Tortillas Payments will initiate and process the refund as soon as is practicable.

6. Abandoned Property

If Fresh Homemade Tortillas 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, 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 sending such funds to the appropriate governing body as required by applicable unclaimed property laws.

7. 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;
  • breach or circumvent any agreements with third parties, third-party rights, or the Terms,
  • 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 Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments or any of Fresh Homemade Tortillas 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. Force Majeure

Fresh Homemade Tortillas 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 Fresh Homemade Tortillas or Fresh Homemade Tortillas 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, government orders, or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”).

9. Disclaimers

9.1 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.

9.2 Notwithstanding Fresh Homemade Tortillas Payments’ appointment as the limited payment collection agent of Providers pursuant to Section 4, Fresh Homemade Tortillas Payments explicitly disclaims all liability for any act or omission of any Member or other third party. Fresh Homemade Tortillas Payments does not have any duties or obligations as agent for each Provider 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.

9.3 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.

9.4 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.

10. Liability

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 Fresh Homemade Tortillas account in any way, you are responsible for the actions taken by that person. Neither Fresh Homemade Tortillas 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 Fresh Homemade Tortillas 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 Providers pursuant to these Payments Terms, in no event will Fresh Homemade Tortillas 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 orders via the Fresh Homemade Tortillas Platform as a User in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Provider, the amounts paid by Fresh Homemade Tortillas 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 Fresh Homemade Tortillas 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.

11. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Fresh Homemade Tortillas Payments’ option), indemnify, and hold Fresh Homemade Tortillas 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.

12. Modification, Term, Termination, and other Measures

12.1 Modification. Except as otherwise required by applicable law, Fresh Homemade Tortillas 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 Fresh Homemade Tortillas 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.

12.2 Term. This agreement between you and Fresh Homemade Tortillas Payments reflected by these Payment Terms is effective when you create a Fresh Homemade Tortillas account or use the Payment Services and remains in effect until either you or we terminate this agreement in accordance with Section 13.3.

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

12.4 Suspension and Other Measures. Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of Fresh Homemade Tortillas, its Members, Fresh Homemade Tortillas 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.

12.5 Appeal. If Fresh Homemade Tortillas Payments takes any of the measures described in Section 13.3 and 13.4 you may appeal such a decision by contacting us.

12.6 Effect of Termination. If you cancel your Fresh Homemade Tortillas account as a Provider or Fresh Homemade Tortillas Payments takes any of the measures described above, Fresh Homemade Tortillas Payments may provide a full refund to any Users with confirmed order(s), and you will not be entitled to any compensation for pending or confirmed orders that were cancelled. If you cancel your Fresh Homemade Tortillas account as a User, Fresh Homemade Tortillas Payments will process any confirmed order(s) pursuant to the Terms’ Order Cancellation and Refund 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 Fresh Homemade Tortillas account or attempt to access and use the Payment Services through a Fresh Homemade Tortillas account of another Member.

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

13. Governing Law and Dispute Resolution

13.1 If you are contracting with Fresh Homemade Tortillas Payments, these Payments Terms will be interpreted in accordance with the laws of the State of Ohio 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 22) must be brought in state or federal court in Cleveland, OH, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Cleveland, Ohio.

14. United States Arbitration Agreement

14.1 Application. This Arbitration Agreement only applies to you if you are contracting with Fresh Homemade Tortillas Payment. If you are not contracting with Fresh Homemade Tortillas Payments, and you nevertheless attempt to bring any legal claim against Fresh Homemade Tortillas 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.

14.2 Overview of Dispute Resolution Process. Fresh Homemade Tortillas 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 Fresh Homemade Tortillas’ 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 Fresh Homemade Tortillas Payments each retain the right to seek relief in small claims court as an alternative to arbitration

14.3 Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments by mailing it to Fresh Homemade Tortillas Payments’ address 6640 Pearl Rd Apt 705, Parma Heights, OH, 44130 or another assigned address (registered agent’s address). Fresh Homemade Tortillas Payments will send its notice of dispute to the email address associated with your Fresh Homemade Tortillas 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).

14.4 Agreement to Arbitrate. You and Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments agree that the arbitrator will decide that issue.

14.5 Exceptions to Arbitration Agreement. You and Fresh Homemade Tortillas 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 Fresh Homemade Tortillas 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.

14.6 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.

14.7 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Fresh Homemade Tortillas Payments agrees that any required arbitration hearing may be conducted, at your option: (a) in the U.S county where you reside; (b) in Cuyahoga County; (c) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.

14.8 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. 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.

14.9 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.

14.10 Jury Trial Waiver. You and Fresh Homemade Tortillas Payments acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

14.11 No Class Actions or Representative Proceedings. You and Fresh Homemade Tortillas 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.

14.12 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.

14.13 Changes to Agreement to Arbitrate. If Fresh Homemade Tortillas 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 Fresh Homemade Tortillas Payments (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Fresh Homemade Tortillas Payments.

14.14 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 Fresh Homemade Tortillas account.

15. Miscellaneous

15.1 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 Fresh Homemade Tortillas Payments and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Fresh Homemade Tortillas 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.

15.2 No Waiver. Fresh Homemade Tortillas 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.

15.3 Assignment. You may not assign, transfer, or delegate this agreement or your rights and obligations hereunder without Fresh Homemade Tortillas Payments’ prior written consent. Fresh Homemade Tortillas 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.

15.4 Notices. Unless specified otherwise, any notices or other communications permitted or required under this agreement, will be in writing and given by Fresh Homemade Tortillas Payments via email or Fresh Homemade Tortillas Platform notification, and depending on your notification setting, messaging service (including SMS, WhatsApp , WeChat). The date of receipt will be deemed the date on which Fresh Homemade Tortillas Payments transmits the notice.

16. 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 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).

16.1 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.

16.2 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.

16.3 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.

16.4 If you are using your Payment Method for the benefit of your employees or other authorized third-party in connection with Fresh Homemade Tortillas, as permitted by your account, you authorize Fresh Homemade Tortillas Payments to charge your Payment Method for orders requested by employees at your company or other permitted third-party.

16.5 For any Payout Method linked to your Fresh Homemade Tortillas account, you authorize Fresh Homemade Tortillas Payments to store the Payout Method, remit payments using the Payout Method for orders associated with your Fresh Homemade Tortillas account and take any other action as permitted in the Payments Terms in respect of the Payout Method.

16.6 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.

17. Contacting Fresh Homemade Tortillas Payments

You may contact Fresh Homemade Tortillas Payments regarding the Payment Services by emailing info@freshhomemadetortillas.com

If you have any questions about these Payments Terms, please email us