Terms of Service – fairwayexchange.com

Fairway Exchange Terms of Service

Last Updated: September 30, 2024

1. Introduction

Welcome to Fairway Exchange. These Terms of Service (“Terms”) govern your use of our website, mobile application, and services (collectively, the “Service”) provided by Fairway Exchange, Inc. (“Fairway Exchange,” “we,” “us,” or “our”), a Delaware corporation operating in Florida.

Fairway Exchange provides an online marketplace for golf equipment where users can buy and sell new and used golf gear. We facilitate transactions between buyers and sellers but are not a party to any transaction between users, except for items sold directly by Fairway Exchange (“Direct Sales”).

By accessing or using our Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Service.

These Terms incorporate by reference the following policies:

Privacy Policy
Acceptable Use Policy
Prohibited Items Policy
Fee Policy
Return and Refund Policy

2. Definitions

Throughout these Terms, we use certain defined terms. To help you understand these Terms, here are the definitions of those terms:

“Content” means any information, text, graphics, photos, videos, or other materials uploaded, downloaded, or appearing on the Service.
“Direct Sales” means items sold directly by Fairway Exchange to users through the Service.
“Listing” means an item offered for sale on the Service.
“User” means any individual or entity that accesses or uses the Service.
“Buyer” means a User who purchases or attempts to purchase an item through the Service.
“Seller” means a User who lists or sells an item through the Service.
“Transaction” means the buy and sell agreement between a Buyer and a Seller.

3. Acceptance of Terms

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time on the Service.

If you are using the Service on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms. In such case, the terms “you” or “your” shall refer to such entity.

4. Changes to Terms

We reserve the right to modify these Terms at any time in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service, or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. If the modified terms are not acceptable to you, your only recourse is to cease using the Service.

5. Eligibility

To use the Service, you must be at least 18 years of age, or the age of majority in your jurisdiction, whichever is greater. By using the Service, you represent and warrant that you meet this eligibility requirement.

If you are using the Service on behalf of a business entity, you represent and warrant that: a) You have the authority to bind the entity to these Terms; b) The business entity is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; c) You and the business entity will comply with all applicable laws and regulations.

Fairway Exchange reserves the right to refuse access to the Service to any person or entity at any time for any reason, in our sole discretion.

6. Account Registration and Security

6.1 Registration

To access certain features of the Service, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

6.2 Account Security

You are responsible for safeguarding your account credentials and for any activities or actions under your account. You agree to notify Fairway Exchange immediately of any unauthorized use of your account or any other breach of security. Fairway Exchange will not be liable for any loss or damage arising from your failure to comply with this section.

6.3 Account Restrictions

You may not use another User’s account without permission. You may not sell, trade, or otherwise transfer your account to another party. Fairway Exchange reserves the right to refuse registration of, or cancel, accounts that we deem inappropriate.

7. User Conduct and Obligations

7.1 Compliance with Laws and Regulations

You agree to comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Service.

7.2 Prohibited Activities

You agree not to engage in any of the following prohibited activities:

a) Posting, uploading, or transmitting any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of another’s privacy.
b) Impersonating any person or entity or falsely stating your affiliation with a person or entity.
c) Engaging in any activity that interferes with or disrupts the Service or the servers and networks connected to the Service.
d) Attempting to gain unauthorized access to the Service, other users’ accounts, or computer systems or networks connected to the Service.
e) Using the Service for any illegal purpose or in violation of any local, state, national, or international law.
f) Violating our Acceptable Use Policy or Prohibited Items Policy.
g) Scraping, data-mining, or otherwise collecting information about other users without their consent.
h) Using the Service to send unsolicited communications, promotions, or advertisements.
i) Circumventing, disabling, or otherwise interfering with security-related features of the Service.
j) Utilizing any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Service.
k) Attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Service.
l) Taking any action that imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure.
m) Uploading invalid data, viruses, worms, or other software agents through the Service.
n) Collecting or harvesting any personally identifiable information from the Service.
o) Using the Service for any commercial solicitation purposes without our express consent.
p) Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity.
q) Interfering with the proper working of the Service.
r) Accessing any content on the Service through any technology or means other than those provided or authorized by the Service.
s) Bypassing measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

7.3 Content Standards

Any content you post to the Service must comply with all applicable laws and regulations and must not:

a) Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any party.
b) Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
c) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
d) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations.
e) Be likely to deceive any person.
f) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
g) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
h) Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
i) Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising, without our prior written consent.
j) Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

7.4 Monitoring and Enforcement

We have the right to:

a) Remove or refuse to post any content for any or no reason in our sole discretion.
b) Take any action with respect to any content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Fairway Exchange.
c) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
d) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
e) Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service.

YOU WAIVE AND HOLD HARMLESS FAIRWAY EXCHANGE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY FAIRWAY EXCHANGE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER FAIRWAY EXCHANGE OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot and do not undertake to review all material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

8. Listing and Selling Items

8.1 Listing Creation

As a Seller, you are responsible for creating accurate, complete, and non-misleading listings for the items you wish to sell. Each listing must include:

a) A clear and detailed description of the item, including its condition, any defects or damage, and any relevant history. b) At least one clear, high-quality photograph of the actual item being sold. c) A fair and reasonable price for the item. d) Accurate information about shipping costs and methods. e) Any terms or conditions specific to the sale of that item.

8.2 Prohibited Items

Sellers must not list any items prohibited by our Prohibited Items Policy, which is incorporated by reference into these Terms. Prohibited items include, but are not limited to:

a) Illegal items or substances b) Counterfeit or replica items c) Recalled items d) Hazardous materials e) Items that infringe on intellectual property rights

Fairway Exchange reserves the right to remove any listing at its sole discretion, with or without notice to the Seller.

8.3 Seller Obligations

As a Seller, you agree to:

a) Maintain accurate inventory and remove listings for sold items promptly. b) Respond to Buyer inquiries in a timely and professional manner. c) Honor the terms of your listings and complete transactions for all sold items. d) Ship items promptly after receiving payment, using the agreed-upon shipping method. e) Provide tracking information to the Buyer and Fairway Exchange once an item has been shipped. f) Comply with all applicable laws and regulations, including tax laws.

8.4 Commission and Fees

Fairway Exchange charges a commission on each completed sale. The current commission rate is detailed in our Fee Policy, which is incorporated by reference into these Terms. We reserve the right to change our fee structure at any time by updating the Fee Policy.

9. Purchasing Items

9.1 Buyer Responsibilities

As a Buyer, you are responsible for:

a) Reading the full item listing before making a purchase or offer. b) Asking the Seller any questions you may have about the item before purchasing. c) Entering into a legally binding contract to purchase an item when you commit to buy an item or when your offer on an item is accepted.

9.2 Binding Purchase Agreement

When you purchase an item or your offer is accepted by a Seller, you enter into a legally binding contract with the Seller to purchase the item. You agree to pay the full price of the item, plus any shipping costs and applicable taxes.

9.3 Prohibited Purchasing Activities

As a Buyer, you agree not to:

a) Commit to purchasing an item without the intention of completing the transaction. b) Contact Sellers to make purchases outside of the Fairway Exchange platform. c) Use any automated system or software to extract data from the Service for commercial purposes (‘scraping’).

10. Payments and Fees

10.1 Payment Processing

Fairway Exchange uses third-party payment processors to facilitate transactions on the Service. By using our Service, you agree to be bound by the terms and conditions of these payment processors.

10.2 Buyer Payments

When you make a purchase, you authorize Fairway Exchange and its payment processors to charge your chosen payment method for the full amount of the purchase price plus any applicable fees, taxes, and shipping costs.

10.3 Seller Payouts

Fairway Exchange will remit payments to Sellers for completed transactions, less our commission and any applicable fees, in accordance with our payment schedule as outlined in the Fee Policy.

10.4 Currency

All transactions on Fairway Exchange are in US Dollars unless otherwise specified.

10.5 Taxes

Buyers are responsible for paying all applicable taxes related to their purchases. Sellers are responsible for paying all applicable taxes related to their sales, including income and sales taxes. Fairway Exchange is not responsible for calculating, collecting, reporting, or remitting taxes arising from any transaction, except where expressly indicated.

11. Shipping and Delivery

11.1 Shipping Responsibility

Sellers are responsible for shipping items to Buyers in a timely manner, as specified in their listing or as agreed upon with the Buyer.

11.2 Shipping Methods

Sellers must use a shipping carrier that provides tracking information and insurance for the full value of the item being shipped.

11.3 Risk of Loss

The risk of loss and title for items purchased from a Seller pass to the Buyer upon delivery of the item to the carrier.

11.4 International Shipping

Sellers and Buyers are responsible for complying with all laws and regulations regarding international shipping, including customs and import/export regulations.

12. Returns, Refunds, and Cancellations

12.1 Return Policy

Each Seller may specify their own return policy in their listings. If no return policy is specified, the default Fairway Exchange return policy, as outlined in our Return and Refund Policy, will apply.

12.2 Item Not as Described

If a Buyer receives an item that is materially different from the Seller’s description, the Buyer may be eligible for a refund under our Item Not as Described policy.

12.3 Cancellations

Buyers may request to cancel an order before the item has been shipped. Once an item has been shipped, the Seller’s return policy or the Fairway Exchange default return policy will apply.

12.4 Refund Processing

Refunds will be processed back to the Buyer’s original payment method, unless otherwise specified. Refund processing times may vary depending on the payment method and financial institutions involved.

13. Fairway Exchange Rights and Responsibilities

13.1 Platform Provision

Fairway Exchange provides the platform to connect Buyers and Sellers but is not a party to any transaction between users, except in the case of Direct Sales.

13.2 Transaction Facilitation

We facilitate transactions by providing a secure platform for payments and communications between Buyers and Sellers.

13.3 Dispute Resolution

Fairway Exchange may assist in resolving disputes between Buyers and Sellers, but we are not obligated to do so. Our decisions in any disputes are final and binding.

13.4 Account Termination

We reserve the right to terminate or suspend any user’s account at our sole discretion, with or without notice, for any reason, including violation of these Terms.

13.5 Modification of Service

We may modify, suspend, or discontinue any aspect of the Service at any time, with or without notice.

13.6 Investigations

We have the right to investigate and prosecute violations of these Terms to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

14. Intellectual Property Rights

14.1 Fairway Exchange Content

The Service and its original content (excluding Content provided by users), features, and functionality are and will remain the exclusive property of Fairway Exchange and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Fairway Exchange.

14.2 User Content

Users retain ownership of the Content they submit, post, or display on or through the Service. By submitting, posting, or displaying Content on or through the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content in connection with providing and promoting the Service.

14.3 Copyright Infringement

If you believe that any Content on the Service infringes upon your copyright, please notify us in accordance with our Copyright Policy. We reserve the right to remove any Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you.

14.4 Feedback

Any feedback, comments, or suggestions you may provide regarding Fairway Exchange or the Service is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

15. Privacy and Data Protection

15.1 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated by reference into these Terms. Please review our Privacy Policy to understand how we collect, use, and disclose information about you.

15.2 Data Security

We implement reasonable security measures to protect your personal information from unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.

15.3 Third-Party Access

You acknowledge that we may use third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. These third parties may have access to your personal information as necessary to perform their functions.

16. Disclaimers and Warranties

16.1 Service "As Is"

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FAIRWAY EXCHANGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

16.2 No Guarantees

FAIRWAY EXCHANGE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

16.3 Third-Party Content

FAIRWAY EXCHANGE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND FAIRWAY EXCHANGE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

16.4 User Disputes

YOU UNDERSTAND AND AGREE THAT FAIRWAY EXCHANGE IS NOT RESPONSIBLE FOR ANY USER-GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

17. Limitation of Liability

17.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FAIRWAY EXCHANGE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.

17.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FAIRWAY EXCHANGE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE.

17.3 Limitation Amount

IN NO EVENT SHALL FAIRWAY EXCHANGE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

17.4 Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FAIRWAY EXCHANGE AND YOU.

18. Indemnification

You agree to defend, indemnify, and hold harmless Fairway Exchange and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

a) Your use of and access to the Service, including any data or content transmitted or received by you;
b) Your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above;
c) Your violation of any third-party right, including without limitation any right of privacy or intellectual property rights;
d) Your violation of any applicable law, rule, or regulation;
e) Any content that is submitted via your account including without limitation misleading, false, or inaccurate information;
f) Your willful misconduct; or g) Any other party’s access and use of the Service with your unique username, password, or other appropriate security code.

19. Dispute Resolution and Arbitration

19.1 Agreement to Arbitrate

You and Fairway Exchange agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Service (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

19.2 Waiver of Jury Trial

YOU AND FAIRWAY EXCHANGE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Fairway Exchange are instead electing that all Disputes will be resolved by arbitration under this Section 19, except as specified in Section 19.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

19.3 Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

19.4 Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.

19.5 Arbitration Location and Procedure

Unless you and Fairway Exchange otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Fairway Exchange submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules.

19.6 Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. 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 having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of Section 17 “Limitation of Liability” as to the types and the amounts of damages for which a party may be held liable.

19.7 Fees

The arbitrator will determine who is responsible for paying the arbitrator’s fees and costs, in accordance with the AAA Rules and applicable law.

19.8 Severability

If any part of this Arbitration Agreement is found under the law to be invalid or unenforceable, then such part will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

20. Governing Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of Florida without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Miami-Dade County, Florida, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

21. Termination

21.1 Termination by Fairway Exchange

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. If you wish to terminate your account, you may simply discontinue using the Service.

21.2 Effect of Termination

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

22. Additional Terms

22.1 Entire Agreement

These Terms constitute the entire agreement between you and Fairway Exchange regarding the use of the Service, superseding any prior agreements between you and Fairway Exchange relating to your use of the Service.

22.2 Waiver and Severability

The failure of Fairway Exchange to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

22.3 Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Fairway Exchange without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

22.4 Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Fairway Exchange (i) via email (in each case to the address that you provide) or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

22.5 No Agency

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and you do not have any authority of any kind to bind Fairway Exchange in any respect whatsoever.

Contact Us

If you have any questions about these Terms, please contact us at: