Terms of Service Privacy Policy Service Fees

Terms of Service

Last updated on August 1, 2022.

Please read these Terms of Service (“Terms” or this “Agreement”) carefully as they contain important information about your legal rights, remedies and obligations as a user of the Services (as defined below).

BY CLICKING TO ACCEPT THESE TERMS AND BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES. THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND PAYMENTCO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 13 OF THESE TERMS).

These Terms constitute a legally binding agreement between you and the applicable PlaceHolder entity in Schedule A (“PaymentCo”) governing the Services offered through or in connection with the PaymentCo website.

For the purpose of these Terms, “you” and “your” refers and apply to the business, company or other legal entity entering into these Terms.

The collection and use of personal information in connection with your access to and use of the Services is described in our Privacy Policy.

1. Scope of Services

1.1 In connection with and through the PaymentCo website, PaymentCo provides payments services to registered users (“Members”) including:

(i) collecting payments from Members who are receiving products or services (“Customers”) from Providers (as defined below);

(ii) effecting payments to Members who are providing products or services to Customers (“Providers”); and

(iii) other payment related services in connection with products or services offered by Providers (collectively with the foregoing subsections, the “Services”).

1.2 PaymentCo may restrict the availability of the Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Services. PaymentCo may improve, enhance and modify the Services and introduce new Services from time to time without notice to Members.

1.3 The Services may contain links to third‑party websites or resources that may be used by the Services (“Third‑Party Services”) which may be subject to different terms and conditions and privacy practices, and the Member is responsible to review any such different terms and conditions and privacy practices. PaymentCo is not responsible or liable for the availability or accuracy of such Third‑Party Services, or the content, products, or services available from such Third‑Party Services. Links to such Third‑Party Services are not an endorsement by PaymentCo of such Third‑Party Services.

1.4 You may not use the Services except as authorized under Canadian law or US law. In particular, but without limitation, the Services may not be used to send or receive funds into any country sanctioned by the Government of Canada or the Government of the United States of America. Each Member hereby represents and warrants that it is not listed on any prohibited or restricted party list maintained by the Government of Canada or the Government of the United States.

1.5 Your access to or use of certain Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Terms and the terms and conditions applicable for a specific Service, the latter terms and conditions will take precedence with respect to your use of or access to that Service, unless specified otherwise.

1.6 In order to use the Services, Members must have a computer with Internet access that can access the Services or a compatible mobile device enabled with any mobile application PaymentCo may provide.

2. Modification of Services; Modification of these Terms

2.1 PaymentCo may change the Services at any time. PaymentCo may alter, suspend or discontinue the Services in whole or in part, at any time and for any reason, without notice. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

2.2 PaymentCo reserves the right to modify these Terms at any time in accordance with this provision. If PaymentCo makes changes to these Terms that PaymentCo, in its sole discretion, considers material, the revised Terms will be emailed to the Member. PaymentCo will also provide Members with notice of material modifications by email at least thirty (30) days before the date the revised Terms become effective. If a Member disagrees with the revised Terms, it may terminate this Agreement with immediate effect. PaymentCo will inform Members about their right to terminate the Agreement in the notification email. If a Member does not terminate this Agreement before the date the revised Terms become effective, its continued access to or use of Services will constitute acceptance of the revised Terms.

3. Eligibility and Verification

3.1 You must be able to enter into legally binding contracts on behalf of the business, company or other legal entity you represent to use the Services.

3.2 Your access to Services may be subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.

3.3 In accordance with our Privacy Policy, PaymentCo may make inquiries we consider necessary to help verify or check your identity or prevent fraud. Towards this end, you authorize PaymentCo to screen you against third party databases or other sources and request reports from service providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti‑money laundering regulations. This may include (i) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; (ii) requiring you to take steps to confirm ownership of your email address, any financial instrument added to a PaymentCo Account (as defined below), such as a bank account, credit card, debit card, or PayPal account (“Payment Methods”); or (iii) attempting to screen your information against third‑party databases. PaymentCo reserves the right to close, suspend, or limit access to the Services in the event we are unable to obtain or verify any of this information.

3.4 In order to use the Services, the Member must have a PaymentCo Account in good standing. If the Member or PaymentCo closes the Member’s PaymentCo Account for any reason, the Member will no longer be able to use the Services.

4. Account Registration; Electronic Communications

4.1 Members must register an account (“PaymentCo Account”) to access and use the Services.

4.2 A Member can register a PaymentCo Account by completing (i) the PaymentCo Account Registration Form found on the PaymentCo website, or (ii) another account registration form provided by PaymentCo. The Member must provide accurate, current and complete information during the registration process and keep its PaymentCo Account information up-to-date at all times by immediately notifying PaymentCo of any changes.

4.3 The Member may not register more than one (1) PaymentCo Account unless PaymentCo authorizes it to do so. The Member may not assign or otherwise transfer its PaymentCo Account to any other party.

4.4 Any username, password, or any other piece of information chosen by the Member, or provided by the Member as part of our security procedures (“Login Credentials”), must be treated as confidential, and the Member must not disclose it to any other person or entity. The Member is responsible for protecting its Login Credentials from unauthorized use, and the Member is responsible for all activity that occurs on its PaymentCo Account (including, without limitation, financial obligations). The Member shall notify PaymentCo immediately if it believes that its Login Credentials have been or may be used without its permission so that appropriate action can be taken. PaymentCo is not responsible for losses or damage caused by a Member’s failure to safeguard its Login Credentials.

4.5 You hereby agree: (i) to receive communications, including emails, push notifications, mail and telephone calls, that are related to the Services; (ii) that any communications from PaymentCo may also include marketing materials from PaymentCo or from third parties; and (iii) that any notices, agreements, disclosures or other communications that PaymentCo sends to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by contacting PaymentCo at info@placeholderpayments.com or selecting to unsubscribe as may be provided in the applicable correspondence.

4.6 Notwithstanding anything else in the Agreement or otherwise, PaymentCo may monitor your use of the Services and use data and information related to your use of the Services in an aggregate or de-identified manner, including without limitation to compile statistical and performance information related to the provision and operation of the Services and to test or improve operation of the Services. You agree that PaymentCo may make such data and information publicly available, and use such information for any purpose, including without limitation as required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement, improvements to the Services and marketing, provided that such data and information does not identify you or your confidential information. PaymentCo retains all intellectual property rights in such data and information.

5. Payment Methods

5.1 When the Member adds a Payment Method to its PaymentCo Account, it will be asked to provide customary billing information such as name, billing address, and financial instrument information either to PaymentCo or its third‑party payment processors. The Member must provide accurate, current, and complete information when adding a Payment Method, and it is the Member’s obligation to keep its Payment Method up‑to‑date at all times. The information required for Payment Methods used by Providers for payout will depend on the particular Payment Method and may include: the Member’s address, name on the account, account type, routing number, account number, email address, payout currency, and account information associated with a particular payment processor.

5.2 When the Member adds or uses a new Payment Method, PaymentCo may verify the Payment Method by authorizing a nominal amount or by authenticating the Member’s account via a third‑party payment service provider. For further verification, PaymentCo may also (i) authorize the Member’s Payment Method for additional nominal amounts, and ask the Member to confirm any such amounts, or (ii) require the Member to provide a billing statement. PaymentCo may, and retains the right to, initiate refunds of these amounts.

5.3 Payment Methods may involve the use of third‑party payment service providers. These service providers may charge additional fees when processing payments and payouts in connection with the Services (including deducting charges from the payout amount), and PaymentCo is not responsible for any such fees and disclaims all liability in this regard. The Member’s Payment Method may also be subject to additional terms and conditions imposed by the applicable third‑party payment service provider.

5.4 The Member authorizes PaymentCo to store its Payment Method information and charge its Payment Method as outlined in this Agreement and in accordance with our Privacy Policy. If the Member’s Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re‑issuance or otherwise, PaymentCo may acquire that information from PaymentCo’s financial services partner or the Member’s bank and update the Member’s Payment Method on file in the Member’s PaymentCo Account.

5.5 The Member is solely responsible for the accuracy and completeness of its Payment Method information. PaymentCo is not responsible for any loss suffered by the Member as a result of incorrect Payment Method provided by the Member.

5.6 All payments and payouts will be charged or paid, as applicable, in the currency where the applicable Provider service is provided. If any payment or payout requires a currency conversion, it will be completed at a foreign exchange rate determined by PaymentCo, which is adjusted regularly based on market conditions.

6. Fees

6.1 In the event that a Customer uses PaymentCo for the purposes of remitting payment to a Provider or that a Provider collects payments from others via PaymentCo, PaymentCo may charge fees to a Customer (“Customer Fees”) or to a Provider (“Provider Fees”) in consideration for use of the Services (collectively, “Service Fees”). More information can be found on the Service Fees page.

6.2 The Member is responsible for paying any Service Fees that are owed to PaymentCo and any applicable taxes, excluding income taxes, owed to PaymentCo or another Member (“Taxes”). PaymentCo will deduct any Provider Fees from the amount that a Provider charges for providing a Provider product or service, which amount is set by the Provider as of the date that a Customer purchases a Provider product or service. Except as otherwise provided in this Agreement, Service Fees are non-refundable.

6.3 PaymentCo is required to disclose to its users referral fees it pays to third parties. PaymentCo has engaged PlaceHolder Technologies Canada Inc. (“DataCo Canada”) to act as a non-exclusive finder of leads for potential PaymentCo users in Canada, and PlaceHolder Technologies Inc. (“DataCo US”) to act as a non-exclusive finder of leads for potential PaymentCo users in the United States. In consideration for these services, (i) PaymentCo Canada has agreed to pay DataCo Canada a referral fee at a fixed rate of CAD$1,000.00 per month, and (ii) PaymentCo US has agreed to pay DataCo US a referral fee at a fixed rate of US$1,000.00 per month.

7. Financial Terms for Providers

7.1 In order for PaymentCo to make a payment (a “Payout”) to the Provider for products or services purchased from the Provider by a Customer, the Provider must have a valid Payment Method linked to its PaymentCo Account. PaymentCo will initiate Payouts to the Provider’s selected Payment Method by the last day of each month in which PaymentCo collects payment from the Customer.

7.2 The time it takes to receive Payouts once released by PaymentCo may depend upon the Payment Method selected by the Provider and the Payment Method provider’s processing schedule. PaymentCo may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.

7.3 Except as otherwise specified in this Agreement, the Provider’s Payout will be: (i) the amount the Provider charges the Customer for the provision of a product or service (“Provider Amount”) and any applicable additional fees (plus Taxes owed to the Provider), less (ii) any applicable Provider Fees. 

7.4 For compliance or operational reasons, PaymentCo may limit the value of each individual Payout. If the Provider is due an amount above that limit, PaymentCo may initiate a series of Payouts (potentially over multiple days) in order to provide the Provider’s full payout amount.

8. Financial Terms for Customers

8.1 The Customer hereby authorizes PaymentCo to perform the Payment Method verifications described in this Agreement and to charge its Payment Method for any purchases of a Provider’s products or services made in connection with its PaymentCo Account.

8.2 The Customer hereby authorizes PaymentCo to collect any amounts due by charging the Customer’s Payment Method, either directly by PaymentCo or indirectly via a third party online payment processor.

8.3 Once a payment transaction via PaymentCo is successfully completed, the Customer will receive a confirmation email.

9. Agreements Requiring Monthly Payments

9.1 In addition to and without limiting the generality of the foregoing, the following financial terms apply to the processing payments related to agreements in which the Provider requires payments on a monthly basis (“Monthly Payment Agreements”):

(i) The Provider must require that the following payments are due and payable by the Customer within three (3) days of the date that a Monthly Payment Agreement is agreed upon between a Customer and a Provider in a written agreement (the “Monthly Payment Agreement Date”): (a) the Provider Amount; (b) any Customer Fees; (c) any other fees that the Provider requests from the Customer (for example, security deposits or setup fees); and (d) any Taxes (together, the “Initial Payment”).

(ii) The Provider must require that, at a minimum, the following payments are due and payable by the Customer by the fifteenth (15^th) day of each month following the Monthly Payment Agreement Date until the Monthly Payment Agreement is terminated: (a) the Provider Amount; (b) any Customer Fees; and (c) any Taxes (each month, the “Monthly Payment Agreement Fees”).

(iii) If a payment under the Monthly Payment Agreement is made to PaymentCo in accordance with this Agreement, all subsequent payments required under the Monthly Payment Agreement must be made directly to PaymentCo in accordance with this Agreement. The Customer shall not make any such payments directly to the Provider or any other third party and the Provider shall not facilitate any prohibited payment.

(iv) If PaymentCo is unable to collect the Initial Payment or the Monthly Payment Agreement Fees as scheduled, PaymentCo will collect the Initial Payment or the Monthly Payment Agreement Fees, as applicable, at a later point.

9.2 In connection with a Monthly Payment Agreement, a Provider may request that PaymentCo hold a Payout or a portion of a Payout until the Provider requests that PaymentCo release such funds to the Provider. The Provider will not receive any interest on funds held by PaymentCo.

10. General Financial Terms

10.1 The Member authorizes PaymentCo to collect from it all amounts due pursuant to this Agreement or an agreement between it and another Member, including any amounts due to PaymentCo (e.g., as a result of Provider’s products or services, cancellations, or other actions as a Customer, Provider or user of the Services), including reimbursement for costs prepaid by PaymentCo on the Member’s behalf, by charging any Payment Methods on file in the Member’s PaymentCo Account (unless the Member has previously removed the authorization to charge such Payment Methods) or by withholding such amounts from the Member’s future Payouts. Any funds collected by PaymentCo will set‑off the amount owed by the Member to PaymentCo.

10.2 In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with the Member’s Payment Method, the Member may be charged fees that are incidental to PaymentCo’s collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, legal fees on a solicitor and client basis, convenience fees or other third‑party charges.

10.3 Any refunds or credits due to a Member pursuant to this Agreement or an agreement between it and another Member will be initiated and processed by PaymentCo.

10.4 All refunds are subject to this Agreement. If a Member or PaymentCo decides for any reason to cancel a confirmed Provider service, the Member agrees that PaymentCo will not have any liability for such cancellations or refunds aside from its obligations to process refunds or Payouts pursuant to this Agreement.

10.5 PaymentCo will take steps to rectify any payment processing errors that it becomes aware of. These steps may include crediting or debiting (as appropriate) the same Payment Method used for the original Payout to or payment by the Member, so that the Member receives or pays the correct amount. This may be performed by PaymentCo or a third party.

11. Representations, Disclaimers, Indemnity

11.1 You accept the Terms and you will be responsible for any act or omission of employees or third‑party agents using the Services on your behalf.

11.2 You and any representative accessing the Services affirm that you are authorized to provide the information described above and your representative has the authority to bind you to these Terms. We may require you to provide additional information or documentation demonstrating your representative’s authority.

11.3 You represent and warrant to us that: (i) you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Services; and (ii) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement.

11.4 IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

11.5 PaymentCo explicitly disclaims all liability for any act or omission of any Member or other third party. PaymentCo does not have any duties or obligations as agent to any Member.

11.6 If PaymentCo chooses to conduct identity verification on any Member, to the extent permitted by applicable law, PaymentCo disclaims warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

11.7 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.

11.8 To the maximum extent permitted by applicable law, you agree to release, defend (at PaymentCo’s option), indemnify, and hold PaymentCo and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms; (ii) your use of the Services; or (iii) your breach of any laws, regulations, or third‑party rights.

11.9 YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. IF YOU PERMIT OR AUTHORIZE ANOTHER PERSON TO USE YOUR PAYMENTCO ACCOUNT IN ANY WAY, YOU ARE RESPONSIBLE FOR THE ACTIONS TAKEN BY THAT PERSON. NEITHER PAYMENTCO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS, (II) FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR (III) FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT, TRANSACT, OR MEET WITH AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PAYMENTCO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE. IN NO EVENT WILL PAYMENTCO’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR PROVIDER GOODS OR SERVICES PAID THROUGH THE PAYMENTCO WEBSITE AS A CUSTOMER IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A PROVIDER, THE AMOUNTS PAID BY PAYMENTCO TO YOU IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE THOUSAND CANADIAN DOLLARS (CDN$1,000), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PAYMENTCO AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. Term and Termination, Suspension and other Measures

12.1 This Agreement will continue unless and until it is terminated, suspended or other measures are taken as described in this Agreement.

12.2 PaymentCo may terminate this Agreement at any time, for any reason or no reason, by giving the Member thirty (30) days’ notice via email to the Member’s registered email address.

12.3 PaymentCo may immediately, upon notice to Member, terminate this Agreement or stop providing access to the Services if (i) the Member has materially breached its obligations under this Agreement or the PaymentCo Policies, (ii) the Member has violated applicable laws, regulations or third party rights, or (iii) PaymentCo believes in good faith that such action is reasonably necessary to protect the personal safety or property of PaymentCo, its Members, or third parties (for example in the case of fraudulent behaviour of a Member).

12.4 Member may upon thirty (30) days’ prior written notice to PaymentCo, terminate this Agreement if PaymentCo has materially breached its obligations under this Agreement and has not cured such breach within such thirty (30)-day period.

13. Dispute Resolution and Arbitration

13.1 Overview of Dispute Resolution Process. This Agreement provides for a two‑part dispute resolution process for Members: (i) an informal negotiation directly with PaymentCo, and (ii) confidential arbitration before a single arbitrator. If you are located in Canada, the arbitration will be conducted in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. and the seat and location of the arbitration will be in Ontario, Canada. If you are located in the United States, the arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the seat and location of the arbitration will be in the State of New Jersey. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by the Member and PaymentCo.

13.2 Pre‑Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, the Member and PaymentCo each agree to notify the other party of the dispute or controversy between a Member and PaymentCo, including any dispute or controversy arising out of or relating to this Agreement or the Services, any PaymentCo Policies, any interactions or transactions between a Member and PaymentCo, or in respect of any legal relationship associated with or derived from this Agreement, including the validity, existence, breach, termination, construction, application or enforceability, or the rights, duties or obligations of a Member or PaymentCo (“Dispute”) and attempt to negotiate an informal resolution to it first. If after a good faith effort to negotiate one party feels the Dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. 

13.3 Agreement to Arbitrate. The Member and PaymentCo mutually agree that Disputes will be settled by binding individual arbitration. If there is a dispute about whether this agreement to arbitrate can be enforced or applies to the Dispute, the Member and PaymentCo agree that the arbitrator will decide that issue.

13.4 Exceptions to Agreement to Arbitrate. The Member and PaymentCo each agree that the following claims are exceptions to the agreement to arbitrate and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber‑attack); and (iii) small claims actions brought in the state court in which Member or PaymentCo is located if such court has a small claims procedure and if such court is located in the United States.

13.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

13.6 Jury Trial Waiver. THE MEMBER AND PAYMENTCO ACKNOWLEDGE AND AGREE THAT EACH ARE WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.

13.7 No Class Actions or Representative Proceedings. The Member and PaymentCo acknowledge and agree that, to the fullest extent permitted by law, each are waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class‑wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless the Member and PaymentCo both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class‑wide arbitration” waiver in this section is held unenforceable with respect to any Dispute, then the agreement to arbitrate will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this section is held unenforceable with respect to any Dispute, those waivers may be severed from this section and the Member and PaymentCo agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in arbitration.

14. General Provisions

14.1 This Agreement shall be governed by and construed in accordance with laws of (i) the province of Ontario (if in Canada), or (ii) the state of New Jersey (if in the United States), and the federal laws of Canada or the United States applicable therein.

14.2 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitutes the entire agreement between PaymentCo and the Member pertaining to the subject matter hereof and supersedes any and all prior oral or written understandings or agreements between PaymentCo and the Member in relation to the access to and use of the Services.

14.3 No joint venture, partnership, employment, or agency relationship exists between the Member and PaymentCo as a result of this Terms or the Member’s use of the Services.

14.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

14.5 PaymentCo’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by PaymentCo in writing. Except as expressly set forth in these Terms the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

14.6 You may not assign, transfer or delegate this Agreement and its rights and obligations hereunder without PaymentCo’s prior written consent. PaymentCo may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. The Member’s right to terminate this Agreement at any time remains unaffected.

14.7 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third‑party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.

14.8 Any notices or other communications from Members to PaymentCo as required hereunder by PaymentCo must be sent by email to the PaymentCo General Email. Any notices or other communications permitted or required hereunder by PaymentCo to Members, including those regarding modifications to this Agreement, will be in writing and given by PaymentCo in its sole discretion via email or regular mail. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. PaymentCo is not responsible for any automatic filtering the Member or its network provider may apply to email notifications PaymentCo sends to the email or physical address provided in the Member’s PaymentCo Account information.

14.9 Any notices or other communications between Members as permitted and required hereunder by PaymentCo must be sent by email to an email address provided by PaymentCo or by other method of communication as agreed to by the relevant Members.

14.10 If this Agreement is terminated for any reason, the clauses of this Agreement that reasonably should survive termination of this Agreement will remain in effect.

14.11 The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.

14.12 Unless the context of this Agreement clearly requires a different interpretation or construction, all references to the singular shall also include the plural and vice versa.

14.13 The Services are intended for use solely in Canada or the United States of America. PaymentCo makes no claims that the Services are appropriate for use outside of such countries.

14.14 The parties hereto have required that this Agreement be drawn in the English language, and that the English language version shall control over all translations thereof. If Member is located in Quebec, the following sentence shall apply: Les parties conviennent que cette entente ainsi que tout document accessoire soient rediges en anglais.

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