Terms of Use

1. Introduction, Acceptance, Definitions, and Modifications

These Terms of Use (the “TOU”) apply to the website at http://www.paymentrails.com (the “Website”) which includes all subdomains present and future. We hope you enjoy your visit and / or use of the Website, which may include the use of the “Services”, the propriety software system that Payment Rails has developed to facilitate the making of payments to third party individuals or companies around the world (“Recipients”). The Services are more fully defined hereinbelow. For further clarity, any mention of the Website in these TOU includes the Services, as the Services are accessed on a subdomain of the Website.

By visiting and / or using the Website, or by clicking the acceptance box upon signing up for an account, you agree to be bound by the terms of the present agreement, the TOU, without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, you are not authorized to use the Website. The TOU are a legal and binding agreement between you and us.

The Services may only be used by legally-constituted entities including but not limited to corporations, partnerships, and legal organizations (hereinafter “Legal Entities”). If you are an individual using the Services on behalf of a Legal Entity, you represent and warrant that you have the capacity and authority to enter into the TOU on behalf of the Legal Entity, and hereby agree to be bound by the terms of the TOU on behalf of that Legal Entity.

The Website is owned and operated by Payment Rails Inc. (“Payment Rails”), a corporation located at 1800-130 King St. W., Toronto, ON M5X 1E3. Where the present TOU refers to “Payment Rails”, it may refer to Payment Rails Inc. and / or its officers, directors, employees, agents or representatives, depending on the context. Any reference to “we”, “our”, or “us” in these TOU shall also refer to Payment Rails.In these TOU, a Website visitor or user, or the Legal Entity they represent (depending on the context), may be referred to as “

In these TOU, a Website visitor or user, or the Legal Entity they represent (depending on the context), may be referred to as “you” or “your”. When a Website user has created an account and is logged in to the Services, they may be referred to as a “Logged-in User”.

Payment Rails reserves the right, at any time and without prior notice, to modify or replace any of the TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your use of the Website following the posting of any changes to the TOU constitutes acceptance of those changes. If we make any substantial changes to the TOU that materially affect your legal relationship with Payment Rails, we will use commercially reasonable efforts to notify you by sending a notice to the primary email address specified in your account or by posting a prominent notice when you log in to your account for the first time following those changes.

The TOU should be read in conjunction with the Privacy Policy, as both these documents govern your use of the Website.

If you have any questions about the TOU, please contact:

Payment Rails Legal Services
legal@paymentrails.com

or:

Payment Rails Legal Services
130 King Street West, Suite 1800
Toronto, ON M5X 1E3
Canada

2. General Code of Conduct for Use of the Website.

In addition to the more specific rules found later in these TOU, you agree that by visiting and / or using the Website, you will:

(i) Not use the Website in any manner that in any way violates these TOU;

(ii) Not use the Website in any manner that violates any intellectual property rights of any third party;

(iii) Not use the Website other than for your own personal use, on behalf of your Legal Entity, or for other Authorized Users (as defined below) on your account;

(iv) Not use the Website in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;

(v) Not use the Website in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to Payment Rails or a third party, or to damage or obtain unauthorized access to any system, data, password or other information (whether Personal Information or not) of Payment Rails, other Website users, or any other third party;

(vi) Not: (1) take any action that imposes or may impose (as determined by Payment Rails in its sole discretion) an unreasonable or disproportionately large load on Payment Rails’ (or its third party providers’) infrastructures; (2) interfere or attempt to interfere with the proper functioning of the Website or any activities conducted on the Website; (3) bypass any measures Payment Rails may use to prevent or restrict access to the Website or any element thereof; (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; or (5) harvest or scrape any content from the Website in an unreasonable manner;

(vii) Use the Website in good faith, and in compliance with all applicable local, state, provincial, national, and international laws.

3. Accounts, Passwords and Logged-in Users.

In order to use the Services, you are required to create an account. Accounts are free, and are available to anyone who provides the requisite information. The information required to create an account is the following: a valid email address, your full name, your company name, your company website, and your phone number. This information plus any additional non-mandatory information you submit as part of the sign-up process or at a subsequent time may be referred to in the present TOU or the Privacy Policy as “Account Information”.

As part of the account registration process, you will be asked to choose a password. It is your responsibility to create a password of sufficient strength that cannot easily be discovered by third parties.

If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session, or not leave a logged-in account unattended for any period of time. Payment Rails, its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively “Representatives”), will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, or a third party using the Services with your account information and accessing your account through any means, and disclaims any responsibility in this regard.

In addition to your personal account, you may choose to add additional team members from your Legal Entity who shall be able to use the Services as part of your account, by submitting additional Account Information as described in the Privacy Policy. These individuals may be referred to in these TOU or the Privacy Policy as “Authorized Users”. You shall be responsible for the rights and obligations under these TOU or the Privacy Policy of any Authorized User for whom you have created a sub-account in this manner. Any violations of these TOU by an Authorized User whose account was created by you shall be your sole responsibility, and you shall be liable for any actions taken by Payment Rails subsequent to such a violation. 

Payment Rails reserves the right to terminate your account, or the account of any Authorized User, at its sole discretion, at any time and for any reason, including but not limited to whether you (or the Authorized User, as applicable) have violated the letter or spirit of the TOU, as more further described hereinbelow.

4. Use of the Services.

By using the Services, you agree to be bound by the terms of the present section, in addition to the terms found elsewhere in these TOU.

a. Definition of the Services and the Role of Payment Rails

The Services are a propriety software system that Payment Rails has developed to facilitate the making of payments to Recipients. Payment Rails is not a bank or a Money Services Business (“MSB”) and Payment Rails does not offer banking or MSB services as those terms are defined in Canadian law or government body, including the Bank Act, S.C. 1991, c. 46, or the Financial Transactions Reports Analysis Centre of Canada. Payment Rails only provides the Services which are used to facilitate your making of payments using a Financial Services Provider (as defined in section 4b. below). 

b. Acceptance Process

In addition to having an account, in order to use the Services in their entirety, you must submit certain information about you, your Legal Entity, and financial information as more fully described in the Privacy Policy (hereinafter “Onboarding Information”). By submitting this Onboarding Information, you represent and warrant that: (i) all the Onboarding Information you submit is truthful and accurate, to the best your knowledge; and (ii) you shall provide any additional information pertinent the acceptance process when requested by us, which shall also be truthful and accurate to the best of your knowledge. Upon receipt of your Onboarding Information, Payment Rails shall determine if you are eligible to use the Services. Payment Rails reserves the right, in its absolute discretion, to determine whether you have been accepted to use the Services. Payment Rails or its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from our denial of your access to the Services. 

If you have been accepted to use the Services, you may be referred to as a “Merchant” in the TOU or the Privacy Policy. 

c. Merchant Agreement

Upon becoming a Merchant, we shall forward to you a Merchant Agreement between you (as a representative of your Legal Entity) and a third party financial services partner, which may vary depending on your country of origin (hereinafter “Financial Services Provider”). The Merchant Agreement governs the making of payments to Recipients, facilitated by the Services. It is your responsibility to execute this Merchant Agreement with the Financial Services Provider, and to adhere to the terms and conditions therein at all times when using the Services. 

Notwithstanding that Payment Rails has contracted with the Financial Services Providers we use, we have no control over their activities or business nor the terms and conditions of the Merchant Agreement. Payment Rails acts only to facilitate payments made to Recipients via the Financial Services Provider. Payment Rails or its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Financial Services Provider, or your violation of the terms of any executed Merchant Agreement, and expressly disclaims any responsibility in this regard. 

d. Payment of Fees

By using the Services, you agree to pay the applicable fees as outlined on our Pricing Page, which shall also be communicated with you upon your becoming a Merchant (hereinafter “Fees”). Standard fees are listed in U.S. dollars, however, fees may vary according to the currency chosen for payment.  As a Logged-in User, detailed fees can be found in your account under “Fee Schedule”. Fees do not include any applicable taxes in any form, duties, export or import fees, or any similar governmental charges; you shall solely be responsible for payment of any such charges and shall indemnify Payment Rails for any claim made against Payment Rails, its affiliates or their respective Representatives in connection therewith. The Fees may be adjusted from time to time; you will be given sufficient notice upon adjustment of the amount of the Fees. 

Payment of the Fees shall occur without your intervention. Our Financial Services Provider shall add the Fees to your payments made to Recipients.

e. Third Party Payment Providers

You may choose to use the Services to make payments to Recipients via “Third Party Payment Providers” such as PayPal. When you use these Services in this manner, you acknowledge and agree that you will comply with any Terms of Service or User Agreement or similar contract between you and the Third Party Payment Provider. Payment Rails or its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Third Party Payment Provider, and expressly disclaims any responsibility in this regard. Any fees for use of a Third Party Payment Provider to make payments to Recipients shall be borne by you. In addition to the fees owed to the Third Party Payment Provider, you shall also pay the Fees payable to Payment Rails. 

f. Additional Terms

By using the Services, you acknowledge and agree that any payments to Recipients that are facilitated by using the Services are made for services rendered that in no way violate any applicable civil or criminal law, in either your jurisdiction or the jurisdiction of the Recipient.

Furthermore, both Payment Rails and any Third Party Payment Provider retain the absolute right to refuse to offer the Services or facilitate or complete any payments to Recipients where payments are to be made for services that we or the Third Party Payment Provider may consider “high risk” or that in any way violate any Merchant Agreement. This paragraph shall apply even if you have been accepted use the Services generally.

5. Copyright and Intellectual Property Rights

a. General

The content, arrangement and layout of the Website and Computer Code (as defined below) are proprietary to Payment Rails, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled, derivative works made thereform or otherwise used without the express permission of Payment Rails, or as permitted by the functionality of the Website or these TOU. Any unauthorized use of the content, arrangement or layout of the Website, Computer Code, images, logos, videos, audio or trademarks found in the Website or any derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Payment Rails may take action accordingly.

The above paragraph further applies to third party property used as part of the Website, including but not limited to third party Computer Code. For the purposes of the present section, “Computer Code” includes but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, or JavaScript or similar files, templates, modules, or any similar files, and related documentation.

If you choose to communicate to Payment Rails suggestions for improvements to the Website and / or the Services, (collectively, “Feedback”), Payment Rails shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to Payment Rails and waive in favor of Payment Rails, its successors and assigns all your moral rights in the Feedback, and agree to provide Payment Rails such assistance as Payment Rails may require to document, perfect, and maintain Payment Rails’ rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Payment Rails, you are not entitled to any compensation or reimbursement of any kind from Payment Rails under any circumstances.

b. Application Programming Interface (“API”)

If you choose to download and use the Payment Rails API, no ownership in the API or its constituent Computer Code is transferred to you. We hereby grant you a non-exclusive, worldwide, personal, non-transferable, non-assignable, non-sublicensable, royalty-free license to use the API as contemplated in the API documentation. The API documentation may include additional terms that govern the use of the API (the “API Terms of Use”); by downloading and using the API, you agree to be bound by the API Terms of Use.

6. External Links.

From time to time Payment Rails may provide links to other websites or services. Links from the Website may take you to websites or services not covered by these TOU. When you access third party resources on the Internet in this manner, you do so at your own risk. Payment Rails provides those links as a convenience to you and Payment Rails takes no responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the Terms of Use and / or Privacy Policy of any website or service you visit. Payment Rails does not make any claim or warranty whatsoever about the content of those websites or services to which we link, or any products or services available through those websites or the third parties operating those websites. 

In no way will Payment Rails or its Representatives be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) for your use of websites or other services that may be linked to from the Website or the information thereon; (2) for any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) for the actions of the operators of any such website or service.

7. Interruption of Service.

From time to time, the Website may be unavailable for periods of time for maintenance and / or modifications to the Website. While we will endeavour to make this unavailability as brief as possible, Payment Rails or its Representatives shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Website, and disclaims any responsibility thereto. 

8. Termination of the Website or Your Access to the Website and the TOU.

You agree that Payment Rails, in their sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, revoke your account credentials, or otherwise terminate your access to or use of the Website (or any portion thereof), immediately and without notice, for any reason, including, without limitation, if Payment Rails believes that you have acted inconsistently with the letter or spirit of the TOU or the Privacy Policy, or have violated your Merchant Agreement.

Payment Rails may also, in their sole discretion and at any time, discontinue providing the Website, or any portion thereof, with or without notice. You agree that Payment Rails shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Website, or from Payment Rails’ termination of the Website or any part thereof. 

You may also choose to terminate your access to the Website by cancelling your account. If you wish to cancel your account, please contact us at info@paymentrails.com.

Termination of the Website or your access to the Website shall terminate the present TOU as between you and Payment Rails. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.

9. Disclaimer of Warranties

You expressly understand and agree that your use of the Website, the information thereon or materials downloaded therefrom, or any activity arising from your use of the Website or the information thereon or the materials downloaded therefrom is at your sole risk. The Website, any materials downloaded therefrom, or any third party materials, are provided on an " as is" and "as available" basis, and you will be solely responsible for any damage to your computer system or loss of data that results from the download, stream or access of any material obtained through the use of the Website or any other functionalities of the Website, or losses or damages (financial or otherwise) resulting from your use of the Website, the information thereon, any materials downloaded therefrom, or any activity arising from the use of the Website, the information thereon or any materials downloaded therefrom.

The information or resources provided through the Website, written or produced by Payment Rails staff, freelance writers or other subcontractors hired by Payment Rails are expected to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Website is as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur, and Payment Rails shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Website or the information thereon. 

Payment Rails expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Website, the information thereon or any materials downloaded therefrom, and any third party materials or third party services accessed via the Website will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. Payment Rails, its affiliates and their respective Representatives, do not warrant that: (i) the Website will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content (whether provided by Payment Rails or third parties) available at or through the Website is free of viruses or other harmful components; or (iv) the results of using the Website or any content downloaded therefrom will meet your requirements. 

Some of the content displayed on the Website may include materials (including with respect to products or services) that belong to or are provided by third parties. You acknowledge that we assume no responsibility for such content, products and/or services.

To the extent that the law does not permit a disclaimer of warranties, all content accessible on this Website, or any other website to which we link, and all operations on this Website are warranted only to the minimum amount legally required.

10. Limitation Of Liability

In no case will Payment Rails, its affiliates, or their respective Representatives or licensees be liable for any indirect, special, consequential, exemplary, punitive damages or other damages, or for any losses, damages, liabilities, costs and expenses arising out of or relating to (i) your access, use, misuse or inability to access or use the Website or any third party services accessed via the Website, or (ii) the interruption, suspension or termination of any part of or all the Website; and in both cases (i) and (ii) regardless of the cause of action (whether in contract, warranty, delict, quasi-delict, tort, negligence, strict liability or any other theory of liability) and even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary in the TOU, in no event will our aggregate liability for any claims in connection with your use of the Website and exceed the lesser of (i) Cdn$ 100 or (ii) the total amount of the fees paid by you to Payment Rails over the previous 6 (six) calendar months. 

Payment Rails disclaims any responsibility where we, our Financial Services Providers or any Third Party Payment Provider fails to fulfill any contractual obligations due to an act of God or to any force majeure event.

You expressly understand and agree that Payment Rails, its affiliates, or their respective Representatives or licensees shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, in contract, tort, strict liability, negligence, general civil liability or any other cause of action under legal or equitable theory, relating to the Website, the information on the Website, the use of the Website, activities arising from your use of the Website, any third party materials on the Website, access to or use of any third party services available through the Website, or any materials downloaded from the Website. This limitation of liability applies, without limitation, to any damages or injury caused by any error, omission or other failure of performance by Payment Rails, its affiliates, business partners (including but not limited to our Financial Services Providers), agents or other subcontractors; any interruption, defect or delay in operation or transmission, including communication line failure; any computer virus; and any theft, destruction or alteration of, or unauthorized access to or use of, any electronic records. 

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above exclusions and limitations may or may not apply to you.

11. Indemnity

Notwithstanding any other term of the TOU or any act or failure to act by Payment Rails or its Representatives, you agree to indemnify, defend and hold harmless Payment Rails, its affiliates and their respective Representatives where applicable, from and against any damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of (i) your use of or connection to the Website, the information thereon, the materials downloaded therefrom; (ii) your participation in any activities arising from the Website, the information thereon, or the third party services available through the Website; (iii) your violation of, or failure to perform your obligations under the TOU, the Privacy Policy or your Merchant Agreement (as applicable); or (iv) your violation of any rights of a third party.

12. Governing Law and Applicable Jurisdiction

The TOU and your use of the Website shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, in force at the time, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.  Regardless of where you access the Website, you agree that any action arising out of or relating to the TOU or your use of the Website shall be filed and adjudicated only in the courts located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and attorn to the exclusive jurisdiction and venue of such court over any suit, action or proceeding arising out of the TOU or your use of the Website. Notwithstanding the foregoing, Payment Rails shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Toronto court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce a judgment obtained against you in the Toronto court.

13. Law Enforcement

Payment Rails reserves the right, without any limitation whatsoever, to: (i) investigate any suspected breaches of the Website security or its information technology or other systems or networks; (ii) investigate any suspected breaches of the TOU or violations of any additional terms, conditions or rules posted in connection with a particular service or feature on the Website; (iii) involve and cooperate with law enforcement authorities in investigating any such matters; and (iv) prosecute violators of the TOU to the full extent permitted by applicable law.

14. Miscellaneous Provisions

(i) The TOU, in conjunction with the Privacy Policy, constitute the entire agreement between you and Payment Rails with respect to your use of the Website, superseding any prior agreements between you and Payment Rails. Any definitions made only in the TOU shall apply equally to the Privacy Policy, and any definitions made only in the Privacy Policy shall apply equally to the TOU.

(ii) Payment Rails shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond Payment Rails’ reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation.

(iii) If any provision of the TOU or Privacy Policy is found by a court of competent jurisdiction to be invalid, you and Payment Rails nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy, as the case may be, shall remain in full force and effect.

(iv) The failure of Payment Rails to exercise or enforce any right or provision of these TOU does not constitute a waiver of such right or provision, which will still be available to Payment Rails.

(v) You shall not transfer or assign any rights or obligations you have under these TOU without the prior written consent of Payment Rails

(vi) The section titles in the TOU and Privacy Policy are for convenience only and have no legal or contractual effect. 

© Payment Rails 2016

Last Revised: October 27, 2016