PAYFTER WEBSITE AND MOBILE APPLICATION TERMS OF USE

These Terms and Conditions of Use constitute a legal contract between you and Finabanx Ltd. (operating as Payfter) and cover all aspects of your use of the Website, including all of its pages, and, to the extent not superseded by the terms and conditions of any contract we may sign with you, of any product or service we may provide you.

Arbitration Notice: THESE TERMS OF USE CONTAIN AN ARBITRATION PROVISION WHICH WILL APPLY TO YOU UNLESS YOU REJECT IT AS PROVIDED BELOW. IF APPLICABLE, THE ARBITRATION PROVISION WILL SIGNIFICANTLY AFFECT YOUR RIGHTS IF A DISPUTE ARISES BETWEEN YOU AND PAYFTER. FOR EXAMPLE, YOU WILL NOT BE ABLE TO BRING OR PARTICIPATE IN A CLASS ACTION RELATING TO MATTERS ARISING UNDER THESE TERMS AND CONDITIONS.

Conditioned on your acceptance of the terms, conditions, and notices contained herein (these “Terms of Use”), Finabanx Ltd. (doing business as Payfter) (‘Payfter, ‘we’, ‘us’, ‘our’) grants you access to its website, which is accessible via payfter.com, mobile application, and other online services where these Terms of Use may be posted (the “Website”).

Please read these Terms of Use carefully. By accessing or using the website, you agree to these Terms of Use. If you do not agree to these Terms of Use, you must exit the Website immediately and discontinue any use of the website.

By agreeing to these Terms of Use, you are also agreeing to be subject to the Payfter’s Privacy Policy, which is available at payfter.com/privacypolicy (the “Privacy Policy”) or posted in the mobile application and is incorporated by reference into these Terms of Use.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

Unless otherwise specified, the website is intended only for your personal and non-commercial use. You may not (i) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works of, transfer, or sell the website content, other than for your use of the website as expressly permitted in these Terms of Use; (ii) access or attempt to access any systems or servers on which the Website is hosted or modify or alter the Website in any way; (iii) forge headers, create a false identity, or otherwise manipulate identifiers in order to deceive others or disguise the origin of the Website Content; or (iv) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any business being conducted on the Website.

You may display and, subject to any expressly stated restrictions or limitations relating to specific Website Content, electronically copy, download, and print hard copy portions of the Website Content solely for your own personal and non-commercial use. Any other use of the Website Content, including the modification, reproduction, distribution, republication, display, or transmission of the Website Content, without Payfter’s prior written consent is strictly prohibited.

The Website is not intended for use by persons in any jurisdiction or country where such use would be contrary to applicable laws or regulations. We may restrict your access to the Website during times you are in a country for which use of the Website would be prohibited. You are responsible for compliance with all local laws.

The Website is intended only for persons who have reached the age of majority in their state of residence. If you are unable to enter into a legally binding contract with Payfter, you are not permitted to use the Website.

COPYRIGHTS

The Website Content and the Website, including the selection and arrangements thereof, are copyrighted as a collective work under the United States and other copyright laws and are the sole property of Payfter and/or its licensors and are protected by patent, copyright and other intellectual property laws and may not be used except in accordance with these Terms of Use or with Payfter’s prior written consent. Other than as necessary for your use of the Website in accordance with these Terms of Use, Payfter grants no other privileges or rights in the Website Content to you, and you must keep intact all patent, copyright, and other proprietary notices on the Website Content.

TRADEMARKS

All trademarks, service marks, trade names, and trade dress, whether registered or unregistered, (collectively, the “Marks”) that appear on the Website are proprietary to Payfter or other respective owners that have granted Payfter the right and license to use such Marks. You may not display or reproduce the Marks other than with Payfter’s prior written consent, and you may not remove or otherwise modify any trademark notices from the Website Content.

TERM & TERMINATION

Payfter may, with or without cause, immediately terminate these Terms of Use and deny you access to the Website. Without limiting the foregoing, Payfter has the right to immediately terminate your right to access the Website in the event that you breach these Terms of Use or engage in conduct that Payfter, in its sole discretion, considers unacceptable. If these Terms of Use are terminated, you will no longer be authorized to access the Website. The provisions relating to Copyrights, Trademarks, Disclaimer, Limitation of Liability, Indemnification, Applicable Laws, and General shall survive any termination of these Terms of Use.

THIRD PARTY LINKS

The Website may contain links to other websites that are owned and operated by third parties (the “External Websites”). Payfter provides these links solely for your convenience. These links do not imply that Payfter sponsors, endorses, is affiliated with, or has been legally authorized to use any trademark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through the External Websites.

Payfter has no control over the External Websites, even if they are owned and operated by third parties that are affiliated with Payfter. Each third party may have its own terms of service, and Payfter has no responsibility or liability for these practices or the content of any External Website. Therefore, you access the External Website at your own risk.

Nonetheless, Payfter seeks to protect the integrity of the Website and the links it places on the Website and, therefore, requests your feedback on any External Websites, including if a link to an External Website does not work. If you have any concerns regarding an External Website, you may also contact the administrator of that website.

ACCESSING THE WEBSITE AND ACCOUNT SECURITY

In order to access the registered-accountholder-only areas of the Website, you will need the username and password you have created or have been provided with. You are not allowed to use another person's ID's and password to access restricted information of the Website.

You acknowledge that use of a username and a password is an adequate form of security. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining the strict confidentiality of your username and password, (2) not allowing another person to use your username or password, (3) any charges or damages that may be incurred as a result of your neglect to maintain the strict confidentiality of your username and password, and (4) promptly informing Payfter in writing of any need to deactivate a username due to security or other concerns. You also agree to ensure that you exit from your account at the end of each session. You should act with due care when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Payfter and its subsidiaries and affiliates are not liable for any harm related to the theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use the Websites using your username or password. You must immediately notify Payfter of any unauthorized use of your username or password and any breach of confidentiality. Until Payfter receives this notification from you, you will be held liable for any harm ensuing from the use of your username on Payfter.

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without prior notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to Users, including registered users.

You are responsible for ensuring that everyone who accesses the Website through your Internet connection is aware of these Terms and Conditions of Use, and that they comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete.

We have the right to disable any user identification code, password or account, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, if in our opinion, you have failed to comply with any provision of these Terms and Conditions of Use.

DISCLAIMER

Payfter makes no representations or warranties about the accuracy, completeness, or suitability of the Website Content or the content of any External Websites. Payfter does not filter advertisements or other content that children may view on or through the Website or the External Websites.

THE WEBSITE, AND ANY CONTENT, ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEMS INTEGRATION, ACCURACY, AND NON-INFRINGEMENT, ALL OF WHICH PAYFTER AND ITS SUBSIDIARY WEBSITES EXPRESSLY DISCLAIMS. PAYFTER AND ITS SUBSIDIARY WEBSITES DO NOT ENDORSE NOR GIVE WARRANTIES AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT, AND PAYFTER AND ITS SUBSIDIARY WEBSITES WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE WEBSITE OR RELATED CONTENTS. WE HAVE NO DUTY TO UPDATE THE CONTENT OF THE WEBSITE. PAYFTER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR ANY CONSEQUENCES OF ACCESSING THE WEBSITE AND USING THE CONTENT AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. THIS WARRANTY DISCLAIMER MAY BE DIFFERENT IN CONNECTION TO SPECIFIC PRODUCTS AND SERVICES OFFERED BY PAYFTER AND ITS SUBSIDIARIES AND AFFILIATES.

You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and the accuracy of data input and output, and for maintaining means external to our site for the reconstruction of any lost data.

Payfter hereby disclaims all warranties of any kind, express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. The foregoing does not affect any warranties that cannot be waived or limited under applicable law.

LIMITATION OF LIABILITY

YOUR USE OF THE CONTENT IS AT YOUR OWN RISK. PAYFTER AND ITS SUBSIDIARIES AND AFFILIATES SPECIFICALLY DISCLAIM ANY LIABILITY,

WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF OR RELIANCE ON THE CONTENT (EVEN IF PAYFTER AND ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORISED ACCESS TO THE WEBSITE OR THE CONTENT. THIS LIMITATION OF LIABILITY MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY FINABANX LTD. OPERATING AS PAYFTER AND ITS SUBSIDIARIES AND AFFILIATES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL PAYFTER’S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE EXCEED TEN DOLLARS ($10).

INDEMNIFICATION  

You agree to defend, indemnify, and hold Payfter and its subsidiaries and affiliates, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms and Conditions of Use.

APPLICABLE LAWS

Except as set forth in the Arbitration Provision below, your use of the Website shall be governed in all respects by the laws of the province of Quebec (Canada), without regard to choice of law provisions or to principles of conflicts of laws.

ARBITRATION PROVISION

To the extent permitted under applicable law, you and we agree that either party may elect to arbitrate – and require the other party to arbitrate – any Claim under the following terms.

RIGHT TO REJECT: You may reject this Arbitration Provision by mailing a personally signed rejection notice to Payfter, 372 Bertha Street, Suite 102 Hawkesbury, Ontario CANADA K6A2A8, certified mail, return receipt requested, within 60 days after the earlier of (i) date you initiate an application for products or services offered by or through us; or (ii) otherwise utilize any products or services offered by or through us. Any Rejection Notice must include your name, address, telephone number and, if applicable, any account number. No other person may submit a rejection notice for you. Rejecting this Arbitration Provision will not affect any other provision of these Terms of Use.

A. IMPORTANT WAIVERS: If you or we elect to arbitrate a Claim, YOU AND WE BOTH WAIVE THE RIGHT TO: (1) HAVE A COURT OR JURY DECIDE THE CLAIM; (2) PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION, WHETHER AS A CLASS REPRESENTATIVE, CLASS MEMBER OR OTHERWISE; (3) ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; OR (4) JOIN OR CONSOLIDATE CLAIM(S) WITH CLAIMS INVOLVING ANY OTHER PERSON IN COURT OR IN ARBITRATION. Other rights are more limited in arbitration than in court or are not available in arbitration. The waivers in items (2)-(4) above are called the "Class Action and Multi-Party Waivers." The arbitrator shall have no authority to conduct any arbitration inconsistent with the Class Action and Multi-Party Waivers or to issue any relief that applies to any person or entity except you or us individually.

B. DEFINITIONS: In this Arbitration Provision, the following definitions will apply:

"You," "your" and "yours" mean all persons whom use the Website, apply for our products and services or otherwise use our products and services, and the heirs, executors and assigns of all of the foregoing. "We," "us," "our" and "ours" means Payfter and any party who offers products or services through Payfter(“Authorized Third Parties”) and any service provider or any agent acting on behalf of Payfter, Authorized Third Parties or similar party; all of their parents, wholly or majority owned subsidiaries and other affiliates; any predecessors, successors, and assigns of these entities; and all officers, directors, employees, agents, controlling persons and representatives thereof. These terms also include any party named as a co-defendant with us in a Claim (as defined below) asserted by you, such as a data aggregator or credit reporting agency. "Claimant" means the party who asserts or seeks to assert a Claim in a lawsuit or arbitration proceeding. "Administrator" means the arbitrator selected in accordance with the arbitration rules of the Civil Code of Québec, CQLR c CCQ-1991 and the Code of Civil Procedure, QCLR c. C-25.01 (Quebec, Canada), subject to the limitations set forth above regarding the Class Action and Multi-Party Waivers.

C. A "Claim" means any legal claim, dispute or controversy between you and us that arises from or relates in any way to these Terms of Use, including, but not limited to, any dispute arising before the date of this Arbitration Provision and any dispute relating to: (1) they Website; (2) the events leading up to your use of the Website or any application for products or services from or through us (for example, any disclosure, advertisement, application, solicitation, promotion or oral or written statement, warranty or representation made by us); (3) an application for or denial of credit; (4) use of credit reports or other reports about you; (5) any product or service provided by or through us or third parties in connection and any associated fees; (6) our use or failure to protect any personal information you give us in connection with the Website or an application for products or services offered by or through us; (7) enforcement of any and all of the obligations a party hereto may have to another party; (8) compliance with applicable laws and/or regulations; or (9) the relationships resulting from the Website or any of the foregoing. "Claim" has the broadest possible meaning. It includes initial claims, counterclaims, cross-claims, third-party claims and federal, state, local and administrative claims and claims which arose before the effective date of this Arbitration Provision. It also includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity and claims for money damages and injunctive or declaratory relief. However, "Claim" does not include any individual action brought by you in small claims court or your state's equivalent court, unless such action is transferred, removed, or appealed to a different court. Also, "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, this sentence, the Class Action and Multi-Party Waivers or, subparts (1) and (2) of Section J below, captioned "SEVERABILITY"); all such disputes are for a court and not an arbitrator to decide. Notwithstanding the foregoing, the term "Claim" includes any dispute about the validity or enforceability of these Terms of Use, as a whole; any such Claim is for the arbitrator, not a court, to decide.

D. ELECTING OR REQUIRING ARBITRATION: The Claimant may elect arbitration of a Claim by initiating an arbitration in accordance with the Administrator's rules. The other party may elect arbitration by giving written notice of an election to arbitrate. This notice may be given after a lawsuit has been filed and may be given in papers or motions in the lawsuit. If such a notice is given, the Claim shall be resolved by arbitration under this Arbitration Provision and the applicable rules of the Administrator then in effect. It will be up to the Claimant to commence the arbitration proceeding. Even if all parties have opted to litigate a Claim in court, you or we may elect arbitration with respect to any Claim made by a new party or any Claim later asserted by a party in that or any related or unrelated lawsuit (including a Claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Provision. The arbitrator will be selected under the Administrator's rules, except that the arbitrator must be a lawyer with at least ten years of experience or a retired judge, unless you and we agree otherwise.

E. LOCATION AND COSTS: Any arbitration hearing that you attend will take place in Montreal, Canada or in another location agreed to by you and us. We will consider without any obligation any good faith request to bear the fees charged by the Administrator and the arbitrator.

F. DISCOVERY; GETTING INFORMATION: In addition to the parties’ rights to obtain discovery pursuant to the applicable arbitration rules, either you or us may submit a written request to the arbitrator to expand the scope of such discovery. The arbitrator shall have discretion to grant or deny such request. Notwithstanding the foregoing, the following limitations on discovery and the exchange of information will apply at all times: (i) neither party shall take the deposition of more than three (3) individuals unless, upon a showing of extraordinary cause, the arbitrator permits that side to take a limited number of additional depositions; (ii) each party shall be entitled to the limited, timely discovery of documents (including electronically stored information) which are directly relevant and material to the dispute and are produced in response to a request that is narrowly tailored to minimize both the burden and expense of the responding person and the disclosure of confidential, sensitive, or financial information; (iii) neither party shall propound interrogatories or requests for admission unless permitted by the arbitrator upon a showing of extraordinary cause; and (iv) upon the request of either party, the arbitrator shall weigh the anticipated burden or expense of any requested discovery against its likely benefit, and shall impose any reasonable conditions on that discovery, including, without limitation, allocation of the expense of the discovery to the party seeking it.

G. EFFECT OF ARBITRATION AWARD: Any state or federal court with jurisdiction and venue may enter an order enforcing this Arbitration Provision, enter judgment upon the arbitrator's award and/or take any action authorized by applicable law. For any arbitration-related proceedings in which courts are authorized to take actions, each party hereto expressly consents to the exclusive jurisdiction and venue of the courts having jurisdiction in Montreal, province of Quebec, Canada .

H. ARBITRATION PROCEDURE: The Administrator shall follow the rules and procedures applicable to arbitration under the Civil Code of Québec, CQLR c CCQ-1991 and the Code of Civil Procedure, QCLR c. C-25.01 (Quebec, Canada)

I. SURVIVAL; PRIMACY: This Arbitration Provision shall survive our sale, assignment or transfer of the Website. In the event of any conflict or inconsistency between this Arbitration Provision and the Administrator's rules or these Terms of Use, this Arbitration Provision will govern.

J. SEVERABILITY: If any portion of this Arbitration Provision cannot be enforced, the rest of the Arbitration Provision will continue to apply, except that (1) the entire Arbitration Provision (other than this sentence) shall be null and void with respect to any Claim asserted on a class, representative or multi-party basis if the Class Action and Multi-Party Waivers are held to be invalid, subject to any right to appeal such holding, and (2) if a Claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action and Multi-Party Waivers prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for public injunctive relief be arbitrated.

K. NOTICE OF CLAIM; RIGHT TO RESOLVE; SPECIAL PAYMENT: Prior to initiating, joining or participating in any judicial or arbitration proceeding, whether individually, as a class representative or participant or otherwise, regarding any Claim, the Claimant shall give the other party written notice of the Claim (a "Claim Notice") and a reasonable opportunity, not less than 30 days, to resolve the Claim. Any Claim Notice you send must include your name, address, and telephone number. Any Claim Notice must explain the nature of the Claim and the relief that is demanded. You may only submit a Claim Notice on your own behalf and not on behalf of any other party. The Claimant must reasonably cooperate in providing any information about the Claim that the other party reasonably requests..

L. CONFLICT: To the extent of any conflict between the terms of the Arbitration Provision in these Terms of Use and an arbitration provision in any credit agreement or other agreement for products or services that you may enter with or through us, the arbitration provision of such other agreement will supersede and control this Arbitration Provision.

UPDATES

You acknowledge that Payfter may update these Terms of Use at any time without prior notice to you. You can determine when these Terms of Use were last updated by referring to the “LAST UPDATED” information that appears at the top of these Terms of Use. Any updates will become effective when we post the updated version of these Terms of Use on the Website. Your continued use of the Website after we post an updated version of these Terms of Use signifies your acceptance of the updated version.  

GENERAL

Payfter’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Payfter may assign its rights and duties under these Terms of Use to any party at any time without notice to you. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of the Website. If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the validity, legality, or enforceability of that or any other provision in any other jurisdiction, and these Terms of Use will be reformed, construed, and enforced in such jurisdiction as if such provision had never been contained herein. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Payfter as a result of these Terms of Use or your use of the Website. Payfter’s performance of these Terms of Use is subject to existing laws and legal process and nothing contained in these Terms of Use is in derogation of Payfter’s right to comply with law enforcement requests or requirements relating to your use of the Website. These Terms of Use constitute the entire agreement between you and Payfter with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Payfter with respect to the Website.