Thank you for using the services of PaySprint (PS). We build PS Services for individuals and merchants in order to improve the rate of meeting financial obligations and engagement.
These Terms of Service set out the terms that apply to your use of our Website, Mobile and Services in general. We may change these terms from time to time. If we do, we shall post a revision of these Terms at https://paysprint.ca/terms-of-service and your continued use of Services shall be subject to such revised terms.
These Terms of Service apply between you and the PaySprint (PS) by Express Ca Corp (as defined) located at 10 George St. North, Brampton. ON. L6X1R2 (‘PS’, ‘EXBC, ‘Express Ca Corp’, 'we’, ‘us’, ‘our’)..
Our Service include:
Sending and receiving money, paying invoice and Payment Processing Platform including Text to Transfer, Text to Pay and QR functionality.
We reserve the right to upgrade, maintain, tune, backup, amend, add to or remove items from, redesign, improve or otherwise alter our Services at our sole and absolute discretion. You agree with your use of any PS Service, that PS will be the exclusive provider of payment processing services to you and that you will utilize one or more of the PS giving services along with putting the PS API button on your website.
Our Service include:
3.1 Your Account and Information Provided
You may be required to create an Account and specify a password in order to use the Services or certain features included in the Services.
By creating an Account, or using our Services, you represent and warrant that:
4.1 Responsibilities of Customers and Merchant Administrators
4.1.1 Customer Responsibilities
Customers who use PS’s products and services must comply with the following:
You will administer and be responsible for access to the Services (including in particular granting rights to Merchant Administrator(s) or Authorized User(s)) Note: Any person with access to your Account or accessing the Account as Merchant Administrator(s) or Authorized User(s), may be able to alter settings including beneficiary bank details. You must exercise special care to properly manage that access, to prevent fraud or other unauthorized access or use.
You are responsible for the security of your Account. You must maintain and observe all reasonable security measures to protect your electronic systems from unauthorized control, tampering, or other unauthorized access.
You must keep all passwords confidential and ensure you comply with strong password requirements. You should not share or otherwise disclose your password to any third party. You are responsible for ensuring that Merchant Administrator(s) and Authorized User(s) also maintain the confidentiality of their passwords and meet strong password requirements.
You will use Services only for your legitimate business purposes and will comply with all applicable laws, rules, and regulations including laws regarding privacy and protection of consumer data.
4.1.2 Merchant Administrator Responsibilities
Merchant Administrators who use the Services must comply with the following:
Delays resulting from PS applying holds, limits or reviews or relating to the time to may take for a transaction to be completed.
You will follow the instruction of the Customer and comply with all policies and practices of Customer and PS that are relevant to the use of the Services, including these Terms of Service.
You shall provide us with all necessary rights, permissions and/or consents necessary to grant us the rights and licenses in these Terms of Service, and all rights, permissions and/or consents necessary for the lawful use and transmission of personal information and data that is required for the use and operation of the Services.
You are responsible for the security of access to the Account.
You must keep all passwords confidential and ensure you comply with strong password requirements. You should not share or otherwise disclose your password to any third party.
If you think that your Account or log-in credentials may have been compromised at any time, please notify us immediately at firstname.lastname@example.org.
4.2 Customer Content
Some of the Services allow the Customer (or its Merchant Administrators or Authorized Users) to enter data into the Services. This may include information related to third party individuals – for example, the names and addresses and other information relating to the Customer's members, and financial details of from those members (“Customer Content”).
Customer shall bear all responsibility for Customer Content. In particular, you will be responsible for the accuracy, quality and legality of all your Customer Content, the means by which you acquired Customer Content, your use of Customer Content with the Services, and the interoperation of any non-PS applications you use in conjunction with the Services or Customer Content.
You hereby represent and warrant to PS, and agree that during the Term, you will ensure that:
You are the owner or valid licensee of the Customer Content and each element thereof, and you have secured all necessary licenses, consents, permissions, waivers and releases for the use of the Customer Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained there in, without any obligation by PS to pay any fees, residuals, guild payments or other compensation of any kind.
Your use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any “moral right” or similar right however denominated.
You will comply with all applicable laws, rules and regulations regarding the Customer Content and will use the Customer Content only for lawful purposes; and
You have used your best efforts to ensure that Customer Content is, and will at all times remain, free of all computer viruses, worms, trojan horses and other malicious code.
As your sole and exclusive remedy for any Errors, PS will endeavor to rectify any Error we determine to be solely PS’s fault, for example, by appropriately crediting or debiting your Account for the difference in credits or debits due to our Error.
In no event will PS's liability in connection with the services, including any software provided here under, or any error whether caused by failure to deliver, non-performance, defects, breach of warranty or otherwise, exceed the aggregate service fees paid to PS by customer during the 3-month period immediately preceding the event giving rise to such liability.
PS cannot guarantee continuous service, service, at any particular time, information, or content stored or transmitted via the internet. PS will not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of data, information or content transmitted, received, of stored on its system, subject to applicable data breach notification laws.
Neither party shall be liable in any way to the other party or any other person for over draft fees, insufficient funds, inaccurate reporting, any lost profits or revenues, loss of use, loss of data or costs of procurement of substitute goods, licenses or services or similar economic loss, or any punitive, indirect, special, incidental, consequential or similar damages of any nature, whether foreseeable or not, under any warranty or other right here under arising out of or in connection with the performance or non-performance of any order, or for any claim against the other party by a third party, regardless of whether it has been advised of the possibility of such claim or damages.
6.1 Use of third parties
Subject to Clause 8 and the provisions of the PS GDPR Data Protection Addendum, wherever applicable:
7.1 No disclosure
Each party will not, without the prior written consent of the other party, use or disclose to any person any Proprietary Information of the other party disclosed or made available to it, except for use of such Proprietary Information as required in connection with the performance of its obligations or use of the Services or as otherwise provided hereunder. Each party will (i) treat the Proprietary Information of the other party as secret and confidential, (ii)limit access to the Proprietary Information of the party to those of its employees who require it in order to effectuate the purposes of this Agreement, and (iii) not disclose the Proprietary Information of the other party to any other Person without the prior written consent of the other party.
7.2 Harm from disclosure
Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages at law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of these Terms of Service for any reason, each party shall promptly return to the other party all Proprietary Information of the other party (including all copies thereof) in its possession or control.
8.2 Compliance with Laws
PS and the Customer shall comply at all times with their respective obligations under Applicable Data Protection Legislation. In particular, the Customer is responsible for compliance with Data Protection laws that apply to them in relation to all Customer Content and all Customer-Collected Personal Data.
8.3 Data processing addendum
PS is acting as data processor in relation to the Services, and is subject to the provisions of the EU GDPR; or
there is a transfer of personal data to PS from a Customer in the European Economic Area (EEA), the United Kingdom or any other jurisdiction where the transfer or disclosure of personal data outside the jurisdiction is restricted by applicable Data Protection Regulation to ensure adequate protection for that personal data.
If there is any inconsistency between these Terms of Service and the provisions contained in the Addendum., the terms of the Addendum shall prevail.
If at any time the Addendum ceases to provide an appropriate safeguard (and, to that end, a lawful ground under applicable Data Protection Legislation) for the transfer of personal data to a third country, territory or international Merchant outside the EEA, then, at the election of PS, each party shall, at its own expense, execute and deliver any necessary documentation as may be required in order to enable the parties to continue to lawfully transfer personal data outside the EEA.
9.1 Entire Agreement; Amendments.
These Terms of Service, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. No additional terms or conditions relating to the subject matter of these Terms of Service shall be effective unless approved in writing by any authorized representative of you and PS.
All notices and demands required or contemplated hereunder by one party to the other shall be in writing and, unless otherwise specified, shall be deemed to have been duly made and given upon date of delivery if delivered in person orby an overnight delivery or postal service, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses set forth below.
PS Address for notice:
PaySprint by Express Ca Corp,
10 George St. North, Brampton. ON. L6X1R2
Attention: Chief Financial Officer
PS may give written notice to Customer via e-mail to the Customer’s e-mail address as maintained in PS’s billing records. Either party may change its address or facsimile number for purposes of these Terms of Service by notice in writing to the other party as provided herein.
No failure or delay by any party hereto to exercise any right or remedy here under shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further the exercise of any other right or remedy. No express waiver or assent by any party here to any breach of or default in any term or condition of these Terms of Service shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition here of.
9.4 Assignment; Successors
You may not assign or transfer these Terms of Service, or any of its rights or obligations hereunder, without the prior written consent of PS.
PS may assign its rights and obligations under these Terms of Service and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent (unless otherwise agreed). These Terms of Service shall be binding upon and shall inure to the benefit of the parties here to and their respective successors and permitted assigns.
9.5 Force Majeure
Neither party is liable for any default or delay in the performance of any of its obligations under these Terms of Service (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations here under.
Customers using the Services agree that during the term of these Terms of Service, PS may publicly refer to Customer, orally and in writing, as a customer of PS. Any other public reference to Customer by PS requires the written consent of Customer.
9.7 Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of Province of Ontario, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms and or your use of the Services resides in the courts located in Brampton, Ontario, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. If it turns out that a particular provision in these Terms is not enforceable, that will not affect any other provision.
9.8 Dispute Resolution
If there is a dispute, claim or controversy arising out of or relating to the breach, termination, enforcement, interpretation or validity of any provision of these Terms of Service, either party may commence arbitration by providing a written demand for arbitration, setting forth the subject of the dispute and the relief requested. Arbitration will then be conducted in accordance with the following:
For disputes where the Customer is located outside Canada, or where the Customer otherwise elects, by arbitration in Brampton, Ontario before a single arbitrator in accordance with the following:
The arbitration will bead ministered by the American Arbitration Association under its Commercial Arbitration Rules.
The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules.
The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the applicable federal law will govern any arbitration conducted pursuant to the terms of this Agreement.
Unless the terms and conditions of the Terms of Service explicitly state otherwise, expressions used in the Terms of Service have the following meanings:
Account means an account established to access the Services, including where it is opened for you to test the Service or for the purpose of demonstration.
Applicable Data Protection Legislation means a relevant law concerning the collection, use and disclosure of information which may identify an individual, where that law is binding on both PS and the Customer, which may include:
the EU GDPR; or
the Data Protection Act 2018(UK); or
the Personal Data Protection Act 2012 (Singapore); or
the Privacy Act 1988 (Cth)and any code registered under the Privacy Act or Australian Privacy Principles.
Authorized Users are users who are granted permission to access the Services by either (i) a Customer, (ii) a Merchant Administrator, or (iii) another Authorized User that has been given the permissions to add additional Authorized Users by a Merchant Administrator.
Customer means any Merchant or individual who establishes an account with PS.
Customer-Collected Personal Data means personal data processed by the Customer in the course of or relating to using the Services.
Error includes an Unauthorized Transaction, a transaction that is missing from or not properly identified in your PS account statement, a computational or mathematical error related to your Account.
EU GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of Personal Data, and repealing Directive 95/46/EC.
Law means any law applying to the provision or use of the Services.
Members are individuals who are usually associated with a Customer/Merchant (for example, receiver of money or members of a Merchant’s congregation). Members may access the Services via an Authorized User account. Information including Customer Content about Members may be entered into a Service directly by the Member orby a Customer.
Merchant Administrator means any user who has been granted permission to manage, access or make decisions concerning a Customer’s Account by the owner of that Customer Account.
Personal Data, for information for which the Applicable Data Protection Legislation:
Delays resulting from PS applying holds, limits or reviews or relating to the time to may take for a transaction to be completed.
is the GDPR, has the meaning given to it in the GDPR; and
is the Privacy Act 1988 (Cth), has the meaning given to “personal information” in the Privacy Act 1988(Cth).
Service means any service provided by PS including Sending and receiving money, paying invoice or maintaining a wallet either on the website or through the mobile app.
Service Fee means the transaction fee or pricing listed for the relevant Service on the “Pricing” page of the Website.
Software means all software owned and designed by PS.
Term means the period of time referred to in clause 3.2.
Unauthorized Transaction includes any transaction where an amount is debited or credited to an Account without authorization.
You means a person or entity using the Services or visiting the Website (and includes Customers and Merchants).
Website means, as the circumstances require, the websites located at www.paysprint.ca.
PS includes PaySprint, EXBC or Express Ca Corp, subsidiaries, associates, and affiliates.