Terms of Service
Last update: January 26, 2023
IMPORTANT – PLEASE READ CAREFULLY
Paays Financial Technologies Inc., an Ontario corporation, (“Paays” or the “Company”) provides various web and mobile services (collectively, the “Service”) to enable the Company’s business partners (“Partners”) to, among other things, (a) review and validate the identification, credentials and income of individuals (a “User”); and/or (b) pre-qualify Users for transactions directly with Partners.
By using the Service, User agree to follow and be bound by these terms of service (the “Agreement”).
A User is not authorized to use the Service unless the User is at least 18 years of age and able to enter into legally binding agreements.
1. THE SERVICE
- (a) Service Details. The Service enables Partners to quickly and easily screen Users and/or enter into commercial agreements directly with Users.
- (b) Partner Agreements. While Company provides the Service, the Company is not involved in any way in the transactions or agreements between Users and Partners, other than the provision of the Service. User agrees that Company will not be liable under any circumstances for the content or enforcement of any purchase, financing or lease agreement, or other agreements, entered into between a User and Partner.
- (c) Disclaimer. All agreements and related documents made available to Users by Partners on or through the Service, or that may be generated as a Third Party Service (defined below), are not legally reviewed, endorsed or approved by Company and are used by User at the sole risk of User. Company makes no representation or warranty concerning the enforceability of agreements signed or exchanged by electronic means through tools or functions made available on or through the Service.
USERS SHOULD SEEK LEGAL ADVICE BEFORE UTILIZING OR ENTERING INTO ANY AGREEMENTS OR OTHER DOCUMENTS OR RELYING ON ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICE. COMPANY DOES NOT PROVIDE LEGAL ADVICE OR ANY ADVICE CONCERNING ANY LEGAL DOCUMENTS OFFERED BY A PARTNER.
- (d) Compliance with Government Investigations. User acknowledges that, even though the Company is not a party to any contract between the User and Partner, there may be circumstances where the Company is nevertheless legally obligated (as the Company may determine in the Company’s sole discretion) to provide information relating to Users in order to comply with governmental bodies in relation to investigations, litigation or administrative proceedings, and the Company may choose to comply with or disregard such obligation in the Company’s sole discretion.
2. RECEIVING SERVICES
- (a) A Partner will contact a prospective User and provide them with instructions to access and use the Service. A User will be required to provide and/or upload information to the Service.
- (b) Support. Company will provide support to Users during Company regular business hours comprised of: (a) answering of general questions concerning the Service and User’s use of same; (b) using commercially reasonable efforts to correct Service problems and errors. Support is provided primarily through the use of web-based chat, email and/or telephone as made available by Company from time to time.
- (c) Service Level. Company intends to provide the Service on a continuous basis other than during any maintenance period and when access to the Service is suspended for technical or emergency (including security) reasons. However, there may be other times when the Service may not be available, and Company retains the right to make the Service unavailable from time to time for any reason and User agrees that Company will not be liable for any damages arising from any interruption, suspension or termination of Service availability.
3. ACCESS AND USE
- (a) Acceptable Use. Company encourages Users to be responsible in their use of the Service. Users should act in a manner that encourages honest dealings with Partners. Use of the Service is subject to all applicable laws and regulations, as well as applicable terms of any Third Party (as defined below) integrated with the Service.
- (b) Limited License to Use the Service. Subject to compliance with this Agreement, each User is granted a limited, revocable, non-exclusive and non-transferable license to access and use the Service, solely for the purpose of the activities described in this Agreement or for any other purpose clearly stated as part of the Service, all in accordance with the Agreement. Any use of the Service that is not for one of these purposes or otherwise in accordance with the Agreement is expressly prohibited.
- (c) Unauthorized Use. Unauthorized uses of the Service include, without limitation, those listed below. User shall not (and shall not allow any Third Party to):
- (i) Use the Service or post or transmit information that is in any way false, fraudulent, or misleading, including seeking identification, income verification or pre qualification under false pretenses, or taking any action that may be considered phishing or that would give rise to criminal or civil liability;
- (ii) Engage in commercial use of the Service or any content on the Service not provided by User, except for the purpose described in this Agreement;
- (iii) Copy, reproduce, upload, republish, distribute, perform, post, display, offer for sale, license, modify, create derivative works, transmit or otherwise use any part of the content on the Service in any form whatsoever other than a User’s own use;
- (iv) Remove any copyright, trademark or other proprietary rights notices contained in or on the Service or in or on any content or other material obtained via the Service;
- (v) Use any robot, spider, scraper, another automatic device, manual process or other data gathering and extraction tools to monitor, copy, or keep a database copy of the content of the Service, including any information about Users and Partners
- (vi) Collect, aggregate, copy, scrape, duplicate, display or derivatively use the Service;
- (vii) Use any device including, but not limited to, a frame, border environment or other framing technique to reproduce any portion of the Service on User’s website;
- (viii) Deep-link to any portion of the Service without the Company’s express written permission;
- (ix) Modify, translate into any language or computer language, or create derivative works from, any content or any part of the Service;
- (x) Transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature;
- (xi) Reverse engineer any part of the Service;
- (xii) Sell, offer for sale, transfer, or license any portion of the Service in any form to any Third Party;
- (xiii) Use the Service and its functionality other than to communicate with Partners;
- (xiv) Post or transmit any unwanted communications including, unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic, or profane material or “spam”;
- (xv) Harass any Partner;
- (xvi) Violate, plagiarize, or infringe the rights of the Company or any Third Party including, without limitation, copyright, trademark, patent, trade secrets, rights of publicity or privacy or any other intellectual or proprietary rights; or
- (xvii) Use or access the Service in any way that adversely affects or could adversely affect the performance or function of the Service or any other system used by the Company or the Service.
- (d) Equipment not Included. Company is providing User with information and functionality of the Service, with the exception of the information provided to User by Third Parties (as defined below). Users are responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless or other connection and service fees associated with such access.
4. THIRD PARTIES
- (a) Third Party Communications. The Service may allow User to communicate with third parties (the “Third Party”) on or through the Service, including Partners. The Company is not responsible or liable under any circumstances for (i) the content of any communications sent to or from a Third Party to a User through the use of the Service (“Third Party Communications”); and (ii) any Third Party’s failure to communicate with User. User agrees that all issues or concerns, technical or otherwise, with Third Party Communications will be addressed by contacting the Third Party directly and not through the Company.
- (b) Third Party Service. In addition to Third Party Communications, the Service may allow User to connect with a Third Party in order to sign up for, purchase goods and/or services from or participate in promotions of a Third Party (“Third Party Service”). User acknowledge and agree that the provision of any Third Party Service provided solely by the applicable Third Party, and not Company, and is subject to the terms and conditions of such Third Party (“Third Party Terms”). Company is not a party to any Third Party Terms and shall have no liability, obligation, responsibility or duty for any such purchase or promotion between User and any such Third Party. Use of any Third Party Service is solely at User’s risk.
- (c) Contractors. User acknowledges and agrees that Company may operate the Service and store content and data (including User Content and User account information) using services, infrastructure and software provided by a Third Party (“Third Party Contractor”), which may be located in a jurisdiction outside of User’s jurisdiction. User agrees to comply with any policies and terms of a Third Party Contractor that are applicable to User and of which Company provides User with notice. For purpose of this Agreement, “User Content” means any content, information, data or materials uploaded by a User as part of their use of the Service including name, address, contact information, financial information, photos, identification, personal information, key word data and other information, documents or other materials.
5. CHANGES TO AGREEMENT
- (a) Right to Change the Agreement. Company reserves the right, in its sole discretion, to amend this Agreement, in whole or in part, at any time. The most current version of this Agreement will always be posted by the Company on its website. If the terms of this Agreement are revised, Users will be required to agree to the updated Agreement the next time the User accesses the Service. If User does not agree to the revised Agreement, User will not be permitted to continue accessing and use the Service. This Agreement cannot otherwise be amended or modified.
- (b) IF ANY CHANGE IS NOT ACCEPTABLE TO USER, USER’S SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE SERVICE.
User agrees to defend (at its sole cost and expense), indemnify and hold Company and its affiliates, and their respective officers, directors, employees, agents and any other parties working for or engaged by Company or otherwise involved in connection with the Service (collectively, “Company Parties”) harmless from and against any claims, liabilities, losses, costs, damages or expenses including reasonable legal fees and costs, directly or indirectly, arising out of or in any way relating to: (i) User’s access to or use of the Service; (ii) claims asserted against a Company Party by another User or Third Party arising as a consequence of User’s act, omission or conduct in relation to the use of the Service, or a Third Party Service, or any activities ancillary thereto; (iii) User Content including any claim by a Third Party that the display or other use of User Content infringes the intellectual property or other rights of a Third Party ; (iv) claims, actions or proceedings asserted against a Company Party (including by a governmental or regulatory authority) due to or arising as a consequence of User’s breach of this Agreement or applicable law. Company shall have the right, in its sole discretion, to participate in the defense of any claim. User will not, without the prior written approval of Company, settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against User, if such settlement or resolution results in any obligation or liability for or admission of wrongdoing by Company.
7. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND AT THE USER’S SOLE RISK.
OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE SERVICE: (I) IS FIT FOR A PARTICULAR PURPOSE; (II) DOES NOT INFRINGE THIRD PARTY RIGHTS; (III) IS ACCURATE OR ERROR FREE OR WILL MEET THE NEEDS OR REQUIREMENTS OF USER; (IV) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.
NO ADVICE OR INFORMATION OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY OR FROM ACCESS TO OR USE OF THE SERVICE OR USER CONTENT, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8. LIMITATION OF LIABILITY
- (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR FOR ANY OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, OR FOR LOSS OF OR DAMAGE TO DATA INDIRECTLY ARISING OUT OF OR RELATED TO THE SERVICE OR ANY CONTENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO COMPANY.
- (b) IN NO EVENT SHALL COMPANY AND THE OTHER COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY AND ALL CLAIMS OR ANY SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED FIFTY DOLLARS (CDN$50.00).
- (c) Release. Each User waives any recourse to, or against Company and other Company Parties, and hereby forever releases and discharges all Company Parties of and from any and all claims, demands, damages, liabilities, losses, costs and expenses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, which User ever had, may now have, or may hereafter have against the Company Parties, arising out of or in any way connected with: (i) any User Content; (ii) any Third Party Service; and (iii) any agreements, disputes or other matters or any kind or nature arising between Users and Partners.
- (d) Limitation on Actions. No action arising out of this Agreement may be brought by User more than one (1) year after the date on which the cause of action has accrued.
9. USER CONTENT
- (a) Responsibility for User Content. User acknowledges that Company does not independently evaluate, investigate, or otherwise conduct any due diligence regarding any User Content provided by a User and Company has no liability to User for any damage or loss concerning the accuracy of User Content or access to, use of or reliance upon, any User Content. All User Content is the sole responsibility of the User from whom such User Content originated. Company disclaims any and all liability relating to the User Content. All User Content is used by User at its own discretion and sole risk.
- (b) User Content Details. User represents and warrants that all User Content made available to and through the Service: (i) is true, accurate and current; (ii) does not and will not, directly or indirectly, infringe, violate or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; and (iii) is provided in compliance with all applicable laws, regulations and regulatory guidelines.
- (c) Company License to User Content. User retains all pre-existing rights in the User Content. Each User grants Company (inclusive of any Third Party) a non-exclusive, transferable, irrevocable, fully paid up, royalty free and worldwide license to reproduce, copy, perform in public, communicate to the public by telecommunication, disseminate, display, publish, translate, adapt, modify, synchronize with other content and materials, process, store and otherwise use such materials for the purpose of operating and providing the Service. User waives all moral rights (and all other rights of a like or similar nature) that User may have in the User Content in favour of Company (and any Third Party authorized by Company to use such User Content).
- (d) Right to Request Additional Information. Company has the right, but no obligation, to request additional information from a User as Company may deem necessary to verify User’s compliance with this Agreement.
- (e) Right to Remove or Refuse User Content. Company reserves the right to remove or decline to post to the Service any User Content that violates the terms of the Agreement or for any other reason that Company determine, in its sole discretion, presents a legal or security risk to Company, Partners or other persons. Company will not be liable for any damages arising from Company’s removal of any User Content.
10. INTELLECTUAL PROPERTY
- (a) Service and Content. All right, title, and interest, including all intellectual property rights, in and to the Service and all content, data, algorithms or materials that are used, generated, or displayed as part of the Service (collectively, Content”) are, and will be, owned solely and exclusively by the Company or its licensors, as applicable. Except for the limited rights and licences expressly provided in in this Agreement nothing will be deemed or construed or implied to, assign, transfer or convey to or vest in the User any title, rights, or interest in or to any intellectual property, including in or to the Content or the Service. All rights to access and use the Service and any Content will terminate on any termination of this Agreement. The Company reserves all rights not expressly granted to the User under this Agreement.
- (b) User Content. Subject to the limited licenses granted by the User to the Company under this Agreement, User acknowledges and agrees that all right, title and interest, including all intellectual property rights, in and to User Content are and will be owned solely and exclusively by User.
- (c) Marks. The Paays name, Paays logo and other trademarks, trade names, or service marks are the trade-marks of Paays (“Paays Marks”). User is not authorized to use or display the Paays Marks, without the express prior permission of the Company. Ownership of all Paays Marks and the goodwill associated therewith remains with the Company. All other trademarks are the property of their respective owners.
User is responsible for its compliance with all applicable privacy laws and covenants that all User Content provided to Company or uploaded to the Service is provided in compliance with all applicable laws.
Company has implemented security policies and practice that are designed to protect the security and integrity of the Service and data, content and messages submitted to the Service by Users. User is solely responsible for implementing security safeguards to protect it when accessing and using the Service, including to take precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature. User acknowledges that data transmission over the Internet or other communication systems utilized cannot be guaranteed to be completely secure and there is always some risk that an unauthorized Third Party could thwart security measures, including by intercepting transmissions. Company does not guarantee the security of communications and data provided or transmitted through or stored within the Service.
13. TERMINATION AND SUSPENSION
- (a) Termination. Company reserves the right to terminate this Agreement or suspend or terminate User’s access to the Service with or without notice, to User for any reason whatsoever. Company shall not be liable to User or to any Third Party for any suspension or discontinuance of the Service, including on account of any expenditures or investments or other commitments made or actions taken in reliance on the expected continuation of the Service.
- (b) Termination by Users. User may cease to use the Service at any time subject to the terms of this Agreement.
- (c) Effects of Termination. In the event of a termination of the Agreement:
- (i) Company shall cease performing the Service and User’s access to the Service and licenses to Content shall terminate;
- (ii) Company will provide the User with thirty (30) days to retrieve any User Content it has placed on the Service. User Content may be archived by Company and archived data can be deleted on request of User to Company.
User represents and warrants to Company that (i) it has all the requisite power and authority, corporate or otherwise, to enter into the binding contract created by this Agreement and to execute, deliver, and perform all of its obligations under this Agreement; (ii) User has the right to submit and use any User Content that it submits in the manner User has done so to or through the Service; (iii) User has the right to grant the permissions granted under this Agreement; (iv) User’s performance under this Agreement and/or the rights granted under this Agreement do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which User is currently bound or will become bound in the future; and (v) User’s performance under this Agreement will comply with all applicable laws, rules and regulations.
- (a) Governing Law. This Agreement shall be governed by the laws of the Province of Ontario without regard to any conflict of law principles which would cause the application of any other law. User submits to the exclusive jurisdiction of the Ontario courts for any dispute arising out of the Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
- (b) Entire Agreement. The Agreement constitutes the entire and exclusive understanding and agreement between User and Company with respect to its subject matter and supersedes any and all prior or contemporaneous marketing materials, agreements or understandings, written and oral, between User and Company relating to the subject matter of the Agreement.
- (c) Relationship. This Agreement is not to be construed as creating any partnership, agency (except as expressly provided) relationship, employment relationship or any other form of legal association or entity that would impose liability upon one party for the actions or failure of the other. The parties are independent contractors.
- (d) Assignment. User may not assign or transfer this Agreement or any of its rights under this Agreement, or delegate any of its duties hereunder, in whole or in part, without the prior written consent of Company. Any attempted assignment or delegation in violation of this Section will be null and void and of no force or effect. Company may assign this Agreement freely at any time without notice.
- (e) Waiver. Failure to exercise or enforce any right or provision shall not affect Company’s right to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
- (f) Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the Agreement shall be valid and enforceable to the extent granted by law.
- (g) Notices. All notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by prepaid courier, registered or certified mail, or e-mail, if to Company to the address listed on the contact portion of the Paays website, and if to User to the address provided by the User as part of the User Content. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or if by e-mail the first business day after the date received unless the sender receives a notice of delivery failure in which case another permitted method of notice will be used.
- (h) English Language. It is the express wish of the parties that this Agreement be drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s’y rattachant soient rédigés en anglais.) Company may at its discretion, make available translations of this Agreement, but the English version will prevail.
- (i) Force Majeure. Company shall not be liable for any failures or delay in the performance of its obligations hereunder caused by an event beyond its reasonable control, including acts of God, User acts or omissions, Third Party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.
- (j) Interpretation. In this Agreement: (i) the division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement; (ii) “including” means “including without limitation”, and “includes” means “includes, without limitation”; (iii) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders; (iv) if any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a business day, then such payment or action will be made or taken on the next business day; (v) any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time; (vi) all Company stated rights and remedies are not exclusive and are in addition to any other available rights and remedies.
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