FencyPay Terms of Service

FENCYPAY PROMOTIONAL CREDITS & MERCHANT REBATE TERMS

(Combined Consumer + Merchant Agreement)

Last updated: 2025-08-31

These FencyPay Promotional Credits & Merchant Rebate Terms (“Terms”) are a binding agreement between:
• Fency Pay, LLC (“FencyPay,” “we,” “our,” or “us”),
• each participating merchant (“Merchant”), and
• each consumer or user of the FencyPay promotional program (“Consumer” or “Customer”).

By accessing or using FencyPay services, joining the promotional program, accepting or honoring promotional credits, or paying program fees or invoices, you agree to these Terms.

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1) DEFINITIONS
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1.1 “Promotional Credits” (also, “Coupons”; sometimes shown in-app as "FencyCoins") mean non-cash, non-transferable, platform-only promotional coupons that reduce the price of eligible goods or services at participating Merchants. Promotional Credits are issued by FencyPay as part of a marketing program and have NO CASH VALUE, are NOT REDEEMABLE FOR CASH, and are NOT GIFT CARDS, STORED VALUE, OR PREPAID ACCESS.

1.2 “Rebate” or “Rebate Credit” (and sometimes referred to as "FencyCoins") means FencyPay’s contractual reimbursement obligation to a Merchant for honoring Promotional Credits at point of sale. Rebates are FencyPay’s payment of its OWN obligation for a Merchant’s provision of discounted goods/services under this program, not a custodial release of Merchant funds.

1.3 “Program Fees” are amounts Merchants owe to FencyPay for participation (e.g., per‑transaction, monthly subscription, campaigns, data/analytics, or other marketing services).

1.4 “Rebate Ledger” (sometimes shown in-app as “wallet” or “credits”) is a non‑cash accounting ledger that tracks: (a) Rebates FencyPay owes a Merchant for approved redemptions; and (b) authorized offsets (e.g., Program Fees, chargebacks, adjustments). The Rebate Ledger is NOT a deposit, escrow, or trust account and is NOT FDIC‑insured.

1.5 “Payout” means a disbursement by FencyPay to a Merchant of approved Rebate amounts, net of offsets and fees, in FencyPay’s discretion per §5.

1.6 “Inactivity” means no Consumer redemption/earn activity or no Merchant billing/payment activity over the period defined in §8.

1.7 “Applicable Law” includes consumer protection, promotions/advertising, tax, unclaimed property (escheat), and payments laws in relevant jurisdictions.

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2) PROGRAM NATURE; NO MONEY TRANSMISSION; NO CASH VALUE
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2.1 Promotional Program. FencyPay operates a marketing and promotions program. Promotional Credits are coupons that reduce price at checkout at participating Merchants. They are issued by FencyPay for marketing purposes, not sold to Consumers.

2.2 No Cash Value; Non-Transferable. Promotional Credits have no cash or property value, cannot be gifted, sold, or transferred, and cannot be exchanged for money. Consumers are not entitled to a cash refund for any unused Promotional Credits.

2.3 Principal Reimburser Model. When a Merchant honors Promotional Credits on a sale, FencyPay owes the Merchant a Rebate. FencyPay’s payout of a Rebate is a payment of FencyPay’s own obligation and is not the release of Merchant-held funds.

2.4 No Custody of Merchant Funds. Rebate Ledgers are accounting tallies only. FencyPay does not accept deposits or hold funds “for the benefit of” a Merchant or Consumer. Nothing here creates a deposit account, escrow, trust, or other fiduciary relationship.

2.5 Not Prepaid Access; Not Stored Value. The program is not prepaid access or stored value. No consumer funds are held by FencyPay for redemption. FencyPay is not a bank, money services business, or money transmitter by virtue of operating this promotional program.

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3) CONSUMER (CUSTOMER) TERMS
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3.1 Eligibility. You must be the age of majority in your state and create an account. You agree to keep your name, email, and (if requested) phone number current and accurate.

3.2 Use. Promotional Credits may only be used to discount qualifying purchases from participating Merchants via FencyPay’s app, site, or accepted merchant point‑of‑sale integrations.

3.3 Expiration / Inactivity. FencyPay may set reasonable expiration dates on Promotional Credits (e.g., 12–24 months after last account activity) and/or apply administrative measures to maintain program integrity. Where Applicable Law prohibits expiration for a specific instrument type, these rules do not apply; however, Promotional Credits are coupons, not gift certificates or stored value.

3.4 Fraud & Abuse. FencyPay may suspend or terminate any account and void Promotional Credits obtained or used in violation of these Terms or Applicable Law.

3.5 No Cash Redemption; No Property Interest. Consumers acknowledge they do not own Promotional Credits; they are conditional promotional benefits subject to change or cancellation.

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4) MERCHANT TERMS
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4.1 Enrollment & Fees. Merchant enrolls in the program to issue and honor Promotional Credits. Merchant agrees to pay Program Fees specified in its enrollment form or pricing schedule (e.g., monthly fee billed on the 5th, due on the 15th; per-transaction fees; campaign fees).

4.2 Honor & Rebate. When Merchant honors Promotional Credits on a qualifying sale, FencyPay records a Rebate in the Merchant’s Rebate Ledger. Rebates are FencyPay’s obligation as principal when approved by FencyPay to be redeemed.

4.3 Set‑Off; Netting. FencyPay may, without notice, offset any amounts in the Rebate Ledger against Program Fees, adjustments, refunds, chargebacks, negative balances, taxes we are required to collect/remit, and any other amounts Merchant owes FencyPay.

4.4 Suspension for Non‑Payment. If an invoice billed on the 5th is not paid in full by the 15th (“Due Date”), FencyPay may (a) pause Consumer earn/redemption at that Merchant; and (b) apply Rebate Ledger amounts to the unpaid invoice. If unpaid 30 days after the Due Date, FencyPay may suspend the account and withhold any payouts until all overdue amounts are satisfied. If unpaid 60 days after the Due Date, FencyPay may terminate for cause and apply §8 (Dormancy & Administrative Charges).

4.5 Payouts. Subject to §4.3, §4.4, and §5, FencyPay may pay approved Rebate amounts on a case-by-case basis (e.g., T+2 or monthly). FencyPay may require a minimum payout threshold, charge a payout fee (e.g., 6.5%), and decline or delay payout if we suspect fraud, errors, non‑compliance, or financial instability of the service.

4.6 No “At‑Will” Withdrawals. Rebate Ledger entries are not withdrawable “on demand.” They represent FencyPay’s net reimbursement obligation, payable on FencyPay’s schedule and subject to offsets, verification, and final approval.

4.7 Taxes & GRT. Merchant is responsible for any taxes on its sales and income. Merchant acknowledges FencyPay’s fees may be subject to transaction taxes (e.g., gross receipts or sales tax) based on destination‑sourcing rules; where required, FencyPay will add such tax to invoices.

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5) PAYOUTS; DISPUTES; ADJUSTMENTS
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5.1 Payout Method; KYC. FencyPay may require ACH, KYC information, and accurate business address(es). Merchant must keep payout, address, ownership, and contact information current.

5.2 Adjustments. We may reverse or adjust Rebate entries for returns, voids, duplicate transactions, out‑of‑scope items, or administrative error.

5.3 Disputes. Merchant must dispute any invoice or payout within 30 days of statement date; otherwise it is deemed accepted. FencyPay’s records are authoritative absent manifest error.

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6) PROHIBITED CONDUCT
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6.1 No Surcharging or Discrimination. Merchant will not discriminate against Consumers using Promotional Credits or impose surcharges that target program participation.

6.2 No Cash Back to Consumers. Merchant will not provide cash back or cash substitution for Promotional Credits.

6.3 No Circular Funding. Merchant will not attempt to self‑generate Promotional Credits or Rebates by routing non‑bona fide transactions through the program.

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7) INTELLECTUAL PROPERTY; DATA; PRIVACY
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7.1 IP. FencyPay and associated marks, content, and software are owned by FencyPay or its licensors. No license is granted except as necessary to participate.

7.2 Data. Merchant authorizes FencyPay to process transaction data to operate promotions, prevent fraud, and improve services. FencyPay will handle personal data per its Privacy Policy.

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8) INACTIVITY, DORMANCY & ADMINISTRATIVE CHARGES
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8.1 Consumer Inactivity. If a Consumer account has no earn or redeem activity for twelve (12) consecutive months, FencyPay may expire Promotional Credits and/or apply reasonable administrative measures permitted by law. Where Applicable Law prohibits expiration for a specific instrument type, FencyPay will treat the credits as coupons that are not cash or stored value and may instead restrict availability or convert to Merchant‑specific time‑limited offers.

8.2 Merchant Dormancy (Rebate Ledger). If a Merchant account is suspended or inactive (no new redemptions, no fee payments) for twelve (12) consecutive months, FencyPay may assess reasonable monthly administrative charges against the Rebate Ledger to cover account servicing, statements, fraud monitoring, and compliance. Such charges will not exceed the lesser of (a) the then‑current monthly program fee, or (b) the remaining Rebate Ledger balance. If the Ledger reaches $0, no further charges accrue.

8.3 Offsets Before Any Remittance. To the maximum extent permitted by law, before any remittance of unclaimed amounts to a state or to an inactive Merchant, FencyPay will first (a) net and set‑off all Program Fees, adjustments, taxes, chargebacks, refunds, and administrative charges described above; and (b) require a current business address for proper reporting.

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9) UNCLAIMED PROPERTY (ESCHEAT) & ADDRESS REQUIREMENTS
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9.1 Address Priority. You agree to provide and keep current a valid mailing address. If we have no valid address for you despite reasonable efforts, you agree that (i) for Consumers, the last address you provided (if any) controls; and (ii) for Merchants, your principal business address on file or your registered agent address controls. If no address is available, you agree that FencyPay’s state of incorporation may be used for unclaimed property priority purposes.

9.2 Contractual Offsets. You expressly consent that any amount otherwise reportable as unclaimed property shall be reduced by all lawful offsets, including unpaid Program Fees, chargebacks, refunds, tax obligations, and administrative charges under §8.2.

9.3 Promotional Credits Generally Not Reportable. Consumers acknowledge that Promotional Credits are coupons with no cash value and are generally not property subject to unclaimed property reporting. If a jurisdiction were to characterize a balance as reportable, §8 and §9 apply.

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10) SUSPENSION; TERMINATION
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10.1 By FencyPay. We may suspend or terminate any account (Consumer or Merchant) for non‑payment, fraud, abuse, legal non‑compliance, or platform risk, with or without notice as permitted by law.

10.2 Effect. Upon termination, (a) Consumers forfeit any unredeemed Promotional Credits; and (b) Merchants remain liable for all amounts due, and FencyPay will reconcile the Rebate Ledger (net of offsets) and may make a final payout if and as appropriate.

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11) DISCLAIMERS; LIMITATION OF LIABILITY
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11.1 “AS IS.” The program and Promotional Credits are provided “AS IS.” FencyPay disclaims all warranties not expressly stated.

11.2 Damages Cap. To the fullest extent permitted by law, FencyPay’s aggregate liability to any party under these Terms will not exceed the lesser of: (a) amounts paid by that party to FencyPay in the twelve (12) months preceding the event giving rise to the claim; or (b) USD $5,000.

11.3 Exclusions. No liability for indirect, incidental, special, punitive, or consequential damages.

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12) DISPUTE RESOLUTION; CLASS ACTION WAIVER
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12.1 Arbitration. Any dispute arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial (Merchant) or Consumer (Member) Rules, as applicable. Location: Bernalillo County, New Mexico, unless the AAA rules require consumer‑friendly locale. Judgment on the award may be entered in any court of competent jurisdiction.

12.2 Class Waiver. Parties agree to bring claims only in their individual capacity, not as a class member or representative.

12.3 Equitable Relief. Either party may seek temporary injunctive relief in a court of competent jurisdiction to preserve the status quo pending arbitration.

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13) COMPLIANCE; CHANGES; MISCELLANEOUS
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13.1 Compliance. Merchant will comply with all Applicable Laws and brand/payment rules when honoring Promotional Credits. FencyPay may update these Terms to reflect changes in law or program features, with notice as required.

13.2 Assignment. FencyPay may assign these Terms. Merchant may not assign without FencyPay’s written consent.

13.3 Governing Law. These Terms are governed by the laws of the State of New Mexico, without regard to its conflicts rules, except that mandatory consumer protection laws of a Consumer’s domicile still apply.

13.4 Severability. If any provision is invalid, the remainder remains in effect.

13.5 Entire Agreement. These Terms (plus any enrollment form, pricing schedule, and Privacy Policy) are the complete agreement regarding this program.

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SCHEDULE A – STATE NOTICES & CARVE‑OUTS (GUIDING PRINCIPLES)
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A. Promotional Credits = Coupons. Promotional Credits are promotional coupons, not stored value or gift certificates. Where a state law specific to gift cards/certificates would otherwise apply, the parties agree those provisions do not apply to Promotional Credits.

B. Administrative Measures. Where a state restricts inactivity fees or expirations for instruments classified as gift cards/certificates, FencyPay will (i) keep Promotional Credits as coupons with no cash value; and (ii) use program‑integrity measures such as limiting availability windows or converting to Merchant‑specific time‑limited offers rather than charging fees to Consumers.

C. Unclaimed Property. If a jurisdiction treats a Merchant’s net Rebate amount as a payable subject to unclaimed property laws, the Merchant expressly (i) authorizes FencyPay to apply all lawful offsets (Program Fees, chargebacks, refunds, taxes, §8.2 admin charges) before any remittance, and (ii) agrees to maintain a valid address so that reporting is made, if ever required, to the correct jurisdiction under priority rules.

D. Conflict. If a state requires a different treatment for a specific feature of the program, that state’s mandatory rule controls for users or Merchants in that state, but only to the minimum extent required. All other provisions remain in force.

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