Terms of Service

Payfirma Corporation, a company having its principal place of business at 7th Floor – Suite 740, 1185 West Georgia Street, Vancouver, BC, Canada V6E 4E6 (“Payfirma”) provides this web site (the “Site”) subject to your compliance with the terms and conditions below (the “Agreement” or “Terms and Conditions”).

1. Rules

You will not:

post, transmit or otherwise distribute information constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Site in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Site or the Internet;
post or transmit any information or software which contains a virus, cancelbot, trojan horse, worm or other similar, harmful or disruptive component; or
upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site which is protected by copyright, or other intellectual property right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right-holder.

2. Site Operation

Payfirma shall be under no obligation to continue to operate the Site for any particular term and may remove or change the Site at its sole and absolute discretion.

3. Monitoring

Payfirma has no obligation to monitor the Site. However, you agree that Payfirma has the right to monitor the Site electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the Site properly, or to protect itself or its users in accordance with Payfirma’s Privacy Policy. Payfirma will not intentionally monitor or disclose any private electronic-mail message unless required by law. Payfirma reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this Agreement.

4. Submissions

All information submitted to Payfirma through Site shall become the property of Payfirma and Payfirma shall be free to use, for any purpose, idea, concepts, know-how or techniques contained in in formation that you may submit to the Payfirma through this Site. Payfirma shall not be under an obligation of confidentiality in respect of such information except and to the extent that Payfirma enters into or assists in establishing a customer relationship with or for you, or as otherwise agreed by Payfirma or as may be required by applicable law. This provision shall not serve to limit the responsibilities of Payfirma in respect of customers with whom or for whom it has established a customer relationship by, for example, referring such a customer to a payment processor or acquiring bank.

5. Privacy

In so far as you enter into a customer agreement, other than this Agreement, with Payfirma or one of its sponsoring banks, processors or suppliers, then information submitted by you in the course of such relationship shall be governed pursuant to the Payfirma privacy policy posted on this Site, such as it may be from time to time.

6. Limitation of Liability

COMPANY, INCLUDING ITS AFFILIATES, RELATED COMPANIES, SPONSORING BANKS, PROCESSORS AND OTHER SUPPLIERS, TAKE NO RESPONSIBILITY FOR THE ACCURACY OR VALIDITY OF ANY CLAIMS OR STATEMENTS CONTAINED IN THE SITE. FURTHER, COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF ANY OF THE INFORMATION CONTAINED ON THE SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, INCLUDING WITHOUT LIMITATION IMAGES, VIDEOS AND OTHER DOCUMENTATION IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE SITE. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO YOU FOR ANY AMOUNT GREATER THAN $100.

7. Recourse

If you are dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines or practices of Payfirma in operating the Site, your sole and exclusive remedy is to discontinue using the Site.

8. Indemnity

You agree to defend, indemnify and hold Payfirma and its affiliates and related companies harmless from any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to any violation of this Agreement by you or users of your account, or in connection with the use of the Site or the Internet or the placement or transmission of any message, information, software or other materials on the Site or on the Internet by you or users of your account.

9. Intellectual Property

All elements of the Site (the “Elements”) such as, without limiting the generality of the foregoing, the texts, articles, photos, illustrations, images, videos and audio materials, are the property of Payfirma and are subject to licenses or agreements allowing their broadcast through the site. No site Element may be copied, reproduced, distributed, published, translated, downloaded, posted or sent, in any way whatsoever, without the prior written approval of Payfirma or the copyright holder. You are allowed to post or download the site Elements, but solely for non-commercial purposes and for personal use, provided you do not change these Elements and maintain all their intellectual property notices.The trademarks and logos used or posted on the Site are trademarks which were registered or not by Payfirma or third parties. Nothing in the Site may be interpreted as allowing, directly or indirectly, the use of a trademark reproduced on Site without the prior written approval of the owner of such trademark.

10. Third Party Links

Third parties may provide links to other internet websites or resources on this Site. Payfirma neither controls nor endorses such ‘linked sites’ nor have we reviewed or approved the content or information that appears on these linked sites. You acknowledge and agree that Payfirma is not responsible for the legality, accuracy or appropriate nature of any content, advertising, products or any other materials on or available from such linked sites. You further acknowledge, and agree that Payfirma, its officers, directors, employees, affiliates nor any other representatives shall not be held responsible, or liable, directly or indirectly, for any damage, or loss caused, or alleged to be caused, by or in connection with use of or reliance on any such content, goods and services available on or through any such linked sites.

11. Territory

The Site originates and is published in Canada, however, certain services offered from this Site are offered elsewhere.

12. Amendments

Payfirma reserves the right to amend this Agreement at any time and without notice. Such changes shall be binding on you if you continue to use the Site. Please review this Agreement from time to time to see that you are in agreement with the terms hereof, such as they may be from time to time.

13. Miscellaneous

This Agreement, including any and all documents referenced herein, constitutes the entire agreement between Payfirma and you pertaining to the subject matter hereof. In the event that you are solicited by Payfirma for a product or service and you wish to procure such product or service then the application for and supply of such product or service shall be governed by additional terms and conditions separate and apart from this Agreement. Payfirma’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provisions or right. Nothing in this Agreement shall be construed as constituting a partnership, joint venture or other association of any kind, or agent/principal relationship between the parties hereto. If any of the provisions contained in this Agreement were determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein. This Agreement shall be governed by and construed in accordance with the applicable laws of the Province of British Columbia and the federal laws applicable therein.

Contacting Payfirma

If you have any questions concerning this Agreement, please contact Payfirma through [email protected] or other contact information set out on the Site. © 2017 Payfirma Corporation. All rights reserved.

Payfirma Account Terms and Conditions of Use

Payfirma Corporation, a company having its principal place of business at 7th Floor – Suite 740, 1185 West Georgia Street, Vancouver, BC, Canada V6E 4E6 (“Payfirma”) provides visitors to payfirma.com (the “Site”) the right to create and use an account through the Site subject to your compliance with the terms and conditions below (the “Agreement” or “Terms and Conditions”).

1. Payfirma Account

The Site permits you to create an account accessible through the Site (your “Account”). The Account shall serve the following purposes, at the discretion of Payfirma: (a) on your instructions, submitting your information to suppliers of various services that you elect to procure (each a “Vendor”); (b) providing demonstrations of various products and services; (c) providing certain reporting concerning services that you have elected to procure through Payfirma, which services may be provided by Payfirma or third parties, such as acquiring banks or processors; and (c) providing a portal through which you may be able to refer additional potential clients to Payfirma (collectively, the “Services”). You shall retain sole and exclusive responsibility for any and all use of such access codes for the Account. You may not use the Services or the Account for or on behalf of any third party. You may only obtain an Account in your capacity as a business and not as an individual consumer.

Compliance with Laws. You shall use Services in a manner that is in full compliance with all applicable laws in the jurisdictions where each of Payfirma and you are located. You will conduct your affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations. All products and services that you may sell or wish to sell (collectively “Products”) must be legal in Canada and the United States and in all places where your actual or potential customers are located.
Fraud. You shall not promote or allow the use of the Services or Product in connection with any money laundering, fraudulent or other illegal activities under any laws or regulations of any applicable jurisdiction.
Prohibited Uses. You shall not use the Services to itself or permit any third party to operate any e-wallet, remittance, payment aggregation or payment services company, nor shall it use the Services in relation to the sale or promotion of any pornography, pharmacy, pharmaceuticals, drugs, prohibited substances, controlled substances, (online or physical) gambling, gaming, casinos, betting, the collection or resale of personal information or any other product or service deemed unacceptable by Payfirma, acting at its sole discretion. On notice to you, Payfirma reserves the right to suspend Services to a you whose activities it deems to be illegal or inappropriate.
Fees. Some Services are provided by third parties, which third parties shall have direct contracts with you in which the rates for such Services are set out. Other Services are provided by Payfirma in which case Payfirma will disclose to you the fees applicable thereto (the“Fees”). When you elect to procure a Service, there shall be an indicator of the supplier thereof if it is other than Payfirma. You shall pay all Fees and other amounts owing hereunder.
Payfirma Fee Services. In conjunction with your acceptance of this Agreement, Payfirma will identify those Fees that apply to Payfirma Services. Such Services are provided by Payfirma, not the Processor. These Payfirma Services include consulting on selection and management of merchant accounts, consulting concerning the eligibility of your business for merchant processing and related necessary equipment and other requirements for merchant processing with Processors.
Taxes on Services. Unless otherwise notified, Fees are inclusive of all applicable taxes on the Services. Payfirma may, at its discretion, deem taxes to be payable in addition to Fees by providing notice to that effect to you through your Account.g) SPAM Prohibited. You may also promote the Service or any Product, if any, in any manner it deems fit provided that such promotion does not violate any applicable laws and does not consist of use of phishing, bulk e-mails, fax blasting for any illegal or distasteful business practices.

2. Pre-Authorized Debit Agreement

You authorize Payfirma and the financial institution designated (or any other financial institution you may authorize at any time) to begin deductions as per Payfirma instructions for monthly regular recurring payments or a one-time payment for payment of all Fees charges arising this Agreement. Regular monthly payments for the full amount of service delivered will be debited to your specific account identified in your application for Payfirma Services (the “DDA”) on the 1st day of each month. Payfirma will send a reminder of upcoming debit 5 business days prior to debit. This authority is to remain in effect until Payfirma has received written notification from you of its change or termination. This notification must be received at least 10 days business days before the next debit is scheduled at the address for Payfirma provided below. You may obtain a sample cancellation form, or more information on your right to cancel PAD Agreement at your financial institution or by visiting www.cdnpay.ca. Payfirma may not assign this authorization – whether directly or indirectly, by operation of law, change of control or other- wise – without providing at least 10 days prior written notice to you. You have certain recourse rights if any debit does not comply with this Agreement. For example, you have the right to receive reimbursement for any PAD that is not authorized or is not consistent with this pre-authorized debit agreement (the “PAD Agreement”). To obtain a form for a Reimbursement Claim, or for more information on your recourse rights, you may contact our financial institution or visiting www.cdnpay.ca. The PAD Agreement shall apply to all Payfirma Services delivered under this Agreement or other agreements between you and Payfirma, such as they may be from time to time.

3. Merchant Account Application Submission Service

How Payfirma Processes your Application. As disclosed on the Site, Payfirma is a registered independent sales organization (“ISO”) and member service provider (“MSP”) for certain Vendors that are banks or processors (each a “Processor”). You can use your Account as a portal through which you can submit an application to a Processor in order to procure payment processing services from them (“Merchant Services”). Through the Account, you will be presented with an application form (the “Application”) that you can complete if you wish to instruct Payfirma to submit an application on your behalf to a Processor. Your Application will be submitted to only one Processor, being the one indicated therein. The Application requires that you submit a considerable amount of information concerning your business, its shareholders, transaction amounts and other personal non-public information, as well as a graphic representation of your signature (collectively, the “Application Data”). Each Processor has its own format for an application for Merchant Services (the “Processor Application”). The data required by the Processor Application is equivalent to the Application Data. The Processor Application includes the actual merchant agreement (the “Merchant Agreement”) pursuant to which Merchant Services may be delivered to you if the Processor accepts your application. The Application has a link to the Processor Application; you should click that link and review the terms thereof before proceeding with an Application.
Acceptance of Processor Application. By clicking the submit or agree button in the Application you are agreeing to all of the following:
1. this Agreement;
2. the Processor Agreement for the Processor identified in the Application, which is available for you to view, save, print and download from the Application on the Site;
3. Payfirma can collect all of your Application Data, enter it into a Processor Application (available for download from the Application), and submit the whole within a Processor Application; and
4. store and use copies of the Application Data in order to facilitate in providing the Services, submitting your Application to a Processor and providing customer support for Merchant Services, if any, that you may procure.
POWER OF ATTORNEY TO PAYFIRMA TO USE APPLICATION DATA FOR PROCESSOR APPLICATION. BY CLICKING ‘SUBMIT’ OR ‘AGREE’ IN THE APPLICATION, YOU ARE APPOINTING PAYFIRMA AS YOUR AGENT AND ATTORNEY IN FACT TO:
1. ENTER ALL OF YOUR APPLICATION DATA ONTO A PROCESSOR APPLICATION FOR THE PROCESSOR IDENTIFIED IN YOUR APPLICATION, WHICH PROCESSOR APPLICATION, INCLUDING ITS TERMS AND CONDITIONS, IS AVAILABLE FOR YOUR REVIEW, SAVING, PRINTING AND DOWNLOADING;
2. APPLY YOUR SIGNATURE AS ENTERED ON THE APPLICATION TO THE FORM OF APPLICATION PRESCRIBED BY THE PROCESSOR; AND
3. SUBMIT SUCH APPLICATION FORM TO THE PROCESSOR IDENTIFIED THEREIN. AN ELECTRONIC COPY OF THE APPLICATION SUBMITTED TO THE PROCESSOR WILL BE SENT TO YOU AT THE E-MAIL ADDRESS ON FILE FOR YOU IN YOUR ACCOUNT. YOU COVENANT THAT YOU SHALL NOT CONTEST THE VALIDITY OF THE PROCESSOR APPLICATION SUBMITTED BY PAYFIRMA IN THE FOREGOING MANNER AND SHALL ACCEPT IT AS A DOCUMENT TO WHICH YOU ARE LEGALLY BOUND AND UNDER WHICH PAYFIRMA HAS NO LIABILITY TO YOU.
You acknowledge that the submission of a Processor Application through the Application on the Site is not a representation that such Processor Application will be accepted or that the Processor contemplated therein will provide Merchant Services to you. Following your submission of a Processor Application through Payfirma as described above, you will be notified through the Account of the acceptance or rejection of your Processor Application. If the Processor Application is accepted, then the Processor will assume responsibility for providing Merchant Services to you for which Payfirma shall have no liability or responsibility. If the Processor Application is rejected, then you may not use the Merchant Services of the Processor in question and Payfirma shall have no liability for such rejection.

4. Collection, Use, Storage and Disclosure of Personal Information

YOU SPECIFICALLY AGREE THAT PAYFIRMA MAY COLLECT, STORE AND DISCLOSE ALL APPLICATION DATA FOR THE PURPOSES OF: (A) COMPLETING A PROCESSOR APPLICATION FOR YOU; (B) SUBMITTING A PROCESSOR APPLICATION TO THE PROCESSOR IDENTIFIED IN YOUR APPLICATION; AND (C) ASSISTING THE PROCESSOR IN PROVIDING CUSTOMER SUPPORT FOR MERCHANT SERVICES THAT YOU MAY PROCURE; AND (D) OFFERING AND PROVIDING OTHER SERVICES YOU.

5. Third Party Content

Certain of the Services may permit you to access information posted by third parties (“Third Party Content”). Payfirma does not guarantee the accuracy, integrity or quality of such Third Party Content. Under no circumstances will Payfirma be liable in any way for any Third Party Content, including, but not limited to, any errors or omissions in any Third Party Content. Payfirma is not and shall not be responsible or liable for the accuracy, usefulness or availability of any Third Party Content transmitted or made available via the Service. Payfirma grants you permission to access and view the Site for the purposes stated on the Site. Any other use of the Site, in whole or in part, without permission of the applicable rights holder is strictly prohibited, including without limitation: modification, republication, deletion, transmission, public performance, distribution, proxy caching, uploading, posting, reproduction for purposes other than those noted above, or other similar unauthorized exploitation of the Site or Third Party Content. Without limiting the foregoing, unauthorized use of the Site or Third Party Content is illegal and could subject you to criminal prosecution as well as personal liability for damages in a civil suit.

6. Indemnification

your performance under this Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you;
the negligent or willful acts or omissions of you or your agents and/or employees; and
any statements, claims, representations or warranties made by you or your agents and/or employees, relating to the Products or Services or any other matter.

7. Your Representations and Warranties

It is agreed between the Parties that performance by Payfirma hereunder, whether the representations, warranties and covenants of you are fulfilled or not, shall in no manner whatsoever waive the benefit, to Payfirma, of any such representations, warranties and covenants of you. You hereby warrant and covenant to Payfirma that:

Duly Constituted. You are a business or carries on an organized economic activity for profit or otherwise and, if you are not an individual, you are duly constituted under the laws of your constituting jurisdiction and that you have legal capacity to enter into this Agreement and perform its obligations hereunder. You are registered as a business in every jurisdiction where you carry on business;
Duly Authorized. You have the necessary corporate power and authority to execute this Agreement and to perform its or his obligations hereunder. Such execution and performance by you does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws or regulations which you is subject;
Notice of Defects. You will immediately advise Payfirma and your customers in writing of defects in the Product or any claim or threatened claim against it in relation to the Product;
Compliance with Laws. The Product conforms to all applicable laws in the jurisdictions where Payfirma, you and its customers are located. It will conduct its business affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations, including but not limited to all laws and regulations applicable in Canada, the United States and all jurisdictions where your customers are located. You shall not use the Services to sell or promote or otherwise facilitate pornography, gambling or casinos, whether online or otherwise;
Customer Information. You have obtained all necessary express consents of your customers to disclose to Payfirma any and all personal or other non-public information concerning them that is necessary for Payfirma to provide the Services.
Solely for Business Purposes. You shall use the Services exclusively for business purposes or in the course of carrying on an organized economic activity, whether for profit or otherwise.
Opportunity to Consult Counsel. You have had the opportunity to consult legal counsel for the purpose of reviewing and obtaining advice as to the terms hereof.

8. Confidential Information

You agree that, during the term hereof and for a period of two (2) years thereafter neither you nor any of your affiliates will directly or indirectly disclose any Confidential Information. For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to Payfirma and any of its affiliates, operations, employees, independent sales organizations, agents, products or services, clients, customers or potential customers, merchants or users or merchants. Confidential Information shall include, without limitation, client lists, all agreements and all parts thereof, financial or other data in any format, computer access codes, instruction and/or procedural manuals, gift card information, human resource or personnel information, business strategies and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is:

already known to the receiving party free of any restriction at the time it is obtained;
subsequently learned from an independent third party free of any restriction and without breach of this Agreement;
or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or
required to be disclosed by law. Upon any termination hereof, you shall return all Confidential Information in its possession to Payfirma.

9. Limitation of Liability

No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYFIRMA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES PROVIDED BY PAYFIRMA OR THAT THE OPERATION OF THE SERVICES WILL BE INTERRUPTION OR ERROR FREE.
Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PAYFIRMA, IT’S VENDORS, CLIENTS, AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO YOUR FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF PAYFIRMA HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL PAYFIRMA’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOUR, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID TO PAYFIRMA DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
Force Majeure. Payfirma shall use its commercially reasonable efforts to perform its obligations hereunder, however, Payfirma, its affiliates, agents or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Payfirma’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. Payfirma’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this agreement by you.

10. Term and Termination

Term. This Agreement shall be effective commencing on the date on which your Account is activated by Payfirma and ending one (1) years thereafter (the “Initial Term”). After the Initial Term, this Agreement shall be renewed automatically for additional consecutive one (1) year periods, unless earlier terminated in accordance with the terms hereof.
Termination. Payfirma may terminate this Agreement at any time on notice to you. Either party may terminate this Agreement on thirty (30) days notice prior to the end of the then current term. Either party may terminate this Agreement in the event that the other party is in material breach hereof and such breach is not cured within thirty (30) days of notice of such breach.
Suspension. If any information provided by you is found by Payfirma to be inaccurate or false, or your use of the Services or Account places Payfirma under excessive security, financial or reputational risk, Payfirma may immediately suspend or terminate the Services or cause its Vendors to do the same, as the case may be.
Modification or Termination of Service. Payfirma reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Payfirma shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Payfirma shall be under no obligation to continue providing any of the Services and may terminate Services for you at its sole discretion and without penalty on five (5) days notice through the Account.
Procedure Upon Termination. No termination of this Agreement shall affect your rights or obligations under any agreement you may have entered into with a Vendor. Upon any termination of this Agreement, you shall longer be entitled to use the Account or any of the Services supplied by Payfirma. All provisions regarding indemnification, representations, warranties, liability and limits thereon and confidential information shall survive termination and termination of this Agreement shall not relieve you of its obligations to pay accrued Fees or other liabilities to you hereunder.

11. Subject to General Terms and Conditions of Use of Site

Your use of the Account is subject to the General Terms and Conditions of Use of the Site which are incorporated herein by reference.

12. General

Notices. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested (i) to Payfirma at the postal address provided therefore on the Site; to you at the address provided therefore on Account opening; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally, on the fifth (5th) day following mailing, unless there is a disruption of any kind of postal service.
Independent Contractor. Neither party has any right to create any obligations on the part of the other party, without the other’s prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as agents or employees of one another or as authorizing either party to obligate the other in any manner. You shall not (1) bind Payfirma to any contract or agreement, (2) incur any obligation on behalf of Payfirma, (3) release, assign or transfer any agreement, claim, security or any other asset of Payfirma, (4) borrow or lend any money in the name of Payfirma, or (5) submit to any claim or liability related to the Services, allow judgment to be taken or confessed against Payfirma. You, being an independent contractor, shall not receive as compensation, or be reimbursed, for any of the following:
1. work materials that you may use in performing hereunder,
2. business facilities, telephone, automobile or any other equipment,
3. any employee benefit,
4. reimbursement for any other cost or expense incurred by you in its promotion of the Services hereunder.
Amendments to this Agreement. From time to time Payfirma will post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, on the Site accessible through the Account. If the amendment or revision is required in order to Payfirma and the Services to remain in compliance with applicable laws or payment processor regulations, then the amendment or revision shall take effect as of when it is posted to the Account. If, on the other hand, the amendment or revision is not required under law or by a payment processor of Payfirma, and you does not close its Account within thirty (30) days of notice through the Account of the amendment or revision, then you shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Account.
Assignment. None of you or any of your successors may assign this Agreement, or any rights hereunder, directly or by operation of law, without the prior written consent of Payfirma which consent may be withheld for any reason, at Payfirma’s sole discretion. Payfirma may assign its rights and obligations under this Agreement to a third party on notice to you through the Account.
Successors. This Agreement and the provisions hereof shall ensure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
Enforcement. You shall use the Services exclusively for business purposes or in the course of carrying on an organized economic activity, whether for profit or otherwise.
Remedies. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
Governing Law and Choice of Forum. To the extent permitted by law, this Agreement shall be deemed to have been formed in the Province of British Columbia, Canada. This Agreement shall be deemed to be governed and enforced in accordance with the laws of the Province of British Columbia whose courts, in Vancouver, shall have exclusive jurisdiction over disputes arising hereunder.
Whole Agreement. References to “this Agreement” include any Fees, schedules, supplementary agreements, addendum, appendices and amendments and any other agreements, schedules appendices and amendments promulgated by Payfirma and furnished to you from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.

Contacting Payfirma

Payfirma App End User License Agreement

This end user license agreement (the “Agreement”) is entered into between Payfirma Corporation and you or the company you represent (in either case “You”, “Your”, “You”). This Agreement applies to the software that accompanies this Agreement known as Payfirma Mobile Payments application and or the Payfirma HQ (the “App”), in whichever manner you may receive it or make use of it, which shall include all: downloads of the App, updates or patches to App, documentation for the App such as user guides, training videos and other documentation, online services, such as those appearing on the www.payfirma.com (the “Site”), that relate to the App and all Payfirma support services, (such as technical support, system setup, installation assistance, related to the App or otherwise). THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND COMPANY. BY INSTALLING OR USING THE APP YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE APP AND MUST UNINSTALL AND DISCONTINUE USE OF THE APP.

1. App License

The App is licensed, not sold. This Agreement only gives you some rights to use the App. Payfirma reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this Agreement. Subject to the terms of this Agreement, Payfirma grants you, and you accept, a limited, non-transferable license to use the App only for the specific purposes set forth herein, and for no other purpose (the “License”). The purpose for which the foregoing limited, non-transferable license is granted is to permit you to use the App to assist you in retail sales and management on a single tablet, computer, mobile device (each a “Device”), or a single network server supporting no more than the permitted number of Users (as defined below) at one time. Your Device operating system must be operating according to vendor / licensor / carrier specification and it may not be hacked or jail-broken. You must be the rightful user of your Device. Payfirma assumes no liability whatsoever from compromised or unlicensed Devices running the App.

2. Limitations on App Use

Without limitation, you agree not to:
1. use the App in any form other than object code form;
2. decompile, reverse engineer, or otherwise seek or utilize any expression of the App in other than object code form;
3. copy the App or any part thereof (including without limitation reproduction of screenshots of the operation thereof);
4. alter or otherwise modify the App, or any part thereof for any purpose; (v) sub-license, or assign the use of the App to any third party;
5. publish the software for any purpose;
6. use the App for any purpose that is a breach of laws applicable in the jurisdiction where you reside, any of the United States or Canada.
The License is granted for use by an individual user that is you or employed by your company where you are a company (each a “User”). You are prohibited from using the App from more than one machine at a time, nor installing it in a fashion that makes it available for running on or access from more than one machine at a time unless you have subscribed for a “Multi-User License” through the Site (meaning a License by which more than one User may use the App), and paid the corresponding Fee (as defined below).
The License may be on a trial basis in which case, your use of the App is limited to the trial period and any other restrictions on a License that may apply to a trial period, such as limited functionality.
If your License is on a Fee subscription basis, your rights to use the App are limited to the subscription period. You may have the option to extend your subscription. If you extend your subscription, you may continue using the software until the end of your extended subscription period. If the period is month to month then your license is renewed for an additional month with each Fee payment.

3. Multiple Users

Each User is bound by the terms of this Agreement. In so far as you have a Multi-User License, you shall have the right, as the beneficiary of such license to control access to the App by the Users that benefit from your Multi-User License. You are responsible for the acts and omissions of any User to whom you grant access through a Multi-User License. Payfirma is not responsible for any Merchant Data (as defined below) cause by you or a User authorized as such by you through a Multi-User License.

4. Data Collection and Access

In the course of using the App, you may upload data to the App concerning your App preferences, goods, services, pricing, catalogue, pictures, videos, terms of sale, terms of payment processing, other customizable fields within the App, employee information, agent information, Client (as defined below) information, version, App version, App product ID, internet protocol address of your Device, hardware configuration of your Device, including unique identifiers of the hardware, firmware, or operating system (all being “Merchant Data”). BY USING THE APP, YOU ARE GRANTING COMPANY A RIGHT TO COLLECT, STORE, USE AND DISTRIBUTE THE MERCHANT DATA AS PER YOUR INSTRUCTIONS THROUGH THE APP IN ORDER TO FACILITATE YOUR USE THEREOF AND THE USE THEREOF BY YOUR CLIENTS (each a “Client”). Merchant Data will be stored on servers controlled by the Payfirma, and not necessarily on your Device. Other than the foregoing rights in the Merchant Data, all Merchant Data shall remain your sole and exclusive confidential property. Payfirma may, however, use anonymized, aggregate Merchant Data for its own internal purposes or for the purposes of analyzing its licensee needs and promoting the App to third parties. You are responsible for the content and accuracy of all Merchant Data.
Payfirma reserves the right (but has no obligation) to reject or edit Merchant Data, in so far as it is distasteful or appears to be used in contravention of third party intellectual property rights as reasonably determined by Payfirma. Payfirma can only remove Merchant Data from its network, and Payfirma makes no representation or warranty regarding the removal of Merchant Data from sites outside of the Payfirma network.
Where Merchant Data include images, you grant to Payfirma an exclusive revocable license to use, copy, distribute, transmit, display and publish such images in connection with your License. You also expressly agree not to display, transmit or use these images in any way in connection with any services competing with Payfirma.
Payfirma may provide access to the Merchant Data through the Site through which you may be able to change Merchant Data, subject to the terms of use of the Site and this Agreement.
By entering your personal information, such as first name, last name, phone number, email or other such information, you agree to let Payfirma use that information for marketing purposes, including but not limited to, contacting you directly for services, or passing your information onto third parties for marketing of related services or products.

5. Cardholder Data

The App does not store information from Client credit cards or other payment instruments (“Cardholder Data”). You must not store Cardholder Data, unless you do so in accordance with applicable law and payment industry rules and policies. You must operate your business, in full compliance with applicable payment industry rules and standards including without limitation, those applicable to merchants and appearing on the following sites all of which are incorporated herein by reference: www.mastercard.com, www.visa.com and www.pcisecuritystandards.org.

6. Fees

With the exception of any limited trial period posted on the Site, which may be used only once by any given User, the License to use the App is subject to your payment of fees as set out on the Site (the “Fees”). Fees are subject to change by notice through the App or the Site; your continued use of the App for thirty (30) days following any such notice shall be your implicit acceptance of the change in Fees. The Fees shall be in addition to any other fees for which you may be liable to the Payfirma under other agreements with the Payfirma.Payfirma shall have the right to collect Fees payable under this Agreement pursuant to the PAD Agreement between you and Payfirma.

7. Support

Support for the App is available for additional Fees. Please contact Payfirma concerning support you may wish to purchase.

8. Your Representations and Warranties

Duly Constituted. You are a business or carries on an organized economic activity for profit or otherwise and, if you are not an individual, you are duly constituted under the laws of your constituting jurisdiction and that you have legal capacity to enter into this Agreement and perform its obligations hereunder. You are registered as a business in every jurisdiction where you carry on business;
Duly authorized. If you are an individual, you are over the age of 18. If you are a company, you have the necessary corporate power and authority to execute this Agreement and to perform its or his obligations hereunder. Such execution and performance by you does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws or regulations which you is subject;
Notice of Defects. You will immediately advise Payfirma and your Clients in writing of defects in your products or services or any claim or threatened claim against it in relation to them;
Compliance with Laws. Your business conforms to all applicable laws in the jurisdictions where Payfirma, you and its customers are located. It will conduct its business affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations, including but not limited to all laws and regulations applicable in the jurisdiction where you reside, the United States, Canada and all jurisdictions where your Clients are located. You shall not use the App to sell or promote or otherwise facilitate pornography, gambling or casinos, whether online or otherwise;
Customer Information. You have obtained all necessary express consents of your Clients to disclose to Payfirma any and all personal or other non-public information concerning them that is necessary for Payfirma to operate its business.
Solely for Business Purposes. You shall use the App exclusively for business purposes or in the course of carrying on an organized economic activity, whether for profit or otherwise.
Collection of Taxes. You agree to collect and remit all taxes applicable to your products and services.
Opportunity to Consult Counsel. You have had the opportunity to consult legal counsel for the purpose of reviewing and obtaining advice as to the terms hereof.

9. Title in App

The App, including its source and object codes, documentation (including all descriptive material concerning the functions and technical specifications of the App, user manuals, technical manuals, and other materials issued to Licensee in connection with the License), appearance, structure and organization, is a proprietary product of Payfirma and is protected by copyright and other laws. Title to the App, and any copy, update, modification or merged portion thereof, shall at all times remain with Payfirma. You acknowledge that Payfirma expressly reserves the entire right, title and interest in and to the App, and retains the exclusive right to reproduce, publish, sell, modify, distribute, prepare derivative programs of, and license to other licensees, the App. You shall not remove any trademarks, proprietary legends, or copyright notices from the App, or reproduce, publish, sell, modify, distribute, prepare derivative programs of, or sublicense the App in any manner.

10. Confidential Information

already known to the receiving party free of any restriction at the time it is obtained;
subsequently learned from an independent third party free of any restriction and without breach of this Agreement;
or becomes publicly available through no wrongful act of the receiving party;
independently developed by the receiving party without reference to any Confidential Information of the other; or
required to be disclosed by law. Upon any termination hereof, you shall return all Confidential Information in its possession to Payfirma.

11. Indemnification

You shall defend, indemnify and hold harmless Payfirma, its directors, officers, employees, agents, assigns, and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of or resulting from (i) your performance under this Agreement including, without limitation, performance, nonperformance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you; (ii) the negligent or willful acts or omissions of you or your agents and/or employees; and (iii) any statements, claims, representations or warranties made by you or your agents and/or employees, relating to any products or services that you may offer or any other matter.

12. Limitation of Liability

NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYFIRMA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE APP OR THAT THE OPERATION OF THE APP WILL BE INTERRUPTION OR ERROR FREE.LIMITATIONS OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Payfirma, IT’S VENDORS, CLIENTS, AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO YOUR FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF Payfirma HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL Payfirma’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOUR, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID TO Payfirma DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. PAYFIRMA IS NOT LIABLE IN SO FAR AS THE APP IS INCOMPATIBLE WITH YOUR DEVICE.BROAD APPLICATION FOR GREATER CERTAINTY, THE FOREGIONG LIMITATIONS SHALL APPLY TO ANY AND ALL LIAIBLITIES THAT MAY ARISE HEREUNDER, INCLUDING THOSE ON ACCOUNT OF LOSS OR BREACH OF MERCHANT DATA, FAILURE OF THE APP TO FUNCTION FOR ITS INTENDED PURPOSE, FAILURE OF THE APP TO COMMUNICATE WITH PAYMENT PROCESSORS OR OTHER THIRD PARTY APPLICATIONS. Payfirma MAKES NO REPRESENTATIONS AS TO THE ABILITY OF THE APP TO INTERGRATE WITH PAYMENT PROCESSORS. YOUR RETAIN SOLE LIABILITY FOR YOUR AGREMEENTS WITH PAYMENT PROCESSORS AND SHALL, WITHOUT LIMITATION, INDEMNIFY AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING ON ACCOUNT THEROF.You shall have sole and exclusive responsibility for the operating system of your Device, its being functional, up to date and secure. We strongly recommend that you use anti-virus software and encrypted wifi network connections where such connections are in use. You agree that you are solely responsible for internet, wifi or other connectivity within your premises.Force Majeure. Payfirma shall use its commercially reasonable efforts to perform its obligations hereunder, however, Payfirma, its affiliates, agents or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Payfirma’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. Payfirma’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this agreement by you.

13. Term and Termination

Term. The term of this Agreement shall begin as of when you first install the App on your Device and shall end thirty (30) days thereafter, after which it shall be automatically renewed for additional and successive thirty (30) day terms until terminated in accordance wit the terms hereof.Termination. Payfirma may terminate this Agreement without prior notice to you by terminating your access to the App. You may terminate this Agreement on notice to Payfirma.
Suspension. If any information provided by you is found by Payfirma to be inaccurate or false, or your use of the Services or Account places Payfirma under excessive security, financial or reputational risk, Payfirma may immediately suspend or terminate the Services or cause its Vendors to do the same, as the case may be.d) Modification or Termination of Service. Payfirma reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the App (or any part thereof) with or without notice. You agree that Payfirma shall not be liable to you or to any third party for any modification, suspension or discontinuance of the App. Payfirma shall be under no obligation to continue providing any of the App and may terminate License for you at its sole discretion and without penalty on five (5) days notice through the App or the Site.

14. Subject to General Terms and Conditions of Use of Site

Your use of the App is subject to: (i) the General Terms and Conditions of Use of the Site; and (ii) the Payfirma Account Terms and Conditions of Use, which are incorporated herein by reference.

15. General

Notices. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested (i) to Payfirma at the postal address provided therefore on the Site; to you at the address provided therefore on Account opening; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally, on the fifth (5th) day following mailing, unless there is a disruption of any kind of postal service.
Independent Contractor. Neither party has any right to create any obligations on the part of the other party, without the other’s prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as agents or employees of one another or as authorizing either party to obligate the other in any manner. You shall not:
1. bind Payfirma to any contract or agreement,
2. incur any obligation on behalf of Payfirma,
3. release, assign or transfer any agreement, claim, security or any other asset of Payfirma,
4. borrow or lend any money in the name of Payfirma, or
5. submit to any claim or liability related to the Services, allow judgment to be taken or confessed against Payfirma. You, being an independent contractor, shall not receive as compensation, or be reimbursed, for any of the following:
  1. work materials that you may use in performing hereunder,
  2. business facilities, telephone, automobile or any other equipment,
  3. any employee benefit,
  4. reimbursement for any other cost or expense incurred by you in its promotion of the Services hereunder.
Amendments to this Agreement. From time to time Payfirma will post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, on the Site accessible through the App. If the amendment or revision is required in order to Payfirma and the App to remain in compliance with applicable laws or payment network regulations, then the amendment or revision shall take effect as of when it is posted to the Account. If, on the other hand, the amendment or revision is not required under law or by a payment processor of Payfirma, and you does not close its Account within thirty (30) days of notice through the Site or the App of the amendment or revision, then you shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Account.
Assignment. None of you or any of your successors may assign this Agreement, or any rights hereunder, directly or by operation of law, without the prior written consent of Payfirma which consent may be withheld for any reason, at Payfirma’s sole discretion. Payfirma may assign its rights and obligations under this Agreement to a third party on notice to you through the Account.
Successors. This Agreement and the provisions hereof shall ensure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
Enforcement. You shall be liable for and shall indemnify and reimburse Payfirma for any and all reasonable attorneys’ fees and other costs and expenses paid or incurred by Payfirma in the enforcement of this Agreement, or in collecting any amounts due from you hereunder, or resulting from any breach of any of the terms or conditions of this Agreement.
Remedies. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
Governing Law and Choice of Forum. To the extent permitted by law, this Agreement shall be deemed to have been formed in the Province of British Columbia, Canada. This Agreement shall be deemed to be governed and enforced in accordance with the laws of the Province of British Columbia whose courts, in Vancouver, shall have exclusive jurisdiction over disputes arising hereunder.
Whole Agreement. References to “this Agreement” include any Fees, schedules, supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by Payfirma and furnished to you from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.

Contacting Payfirma

Last updated on Jan 20, 2017