Terms & Conditions

These Terms of Service apply to Company’s access to and use of the Service. By accepting these Terms of Service, Company will activate the capacity to make Payments, and agrees to the following provisions:

1. Use of the Service. WayPay shall provide, and Company shall purchase, business services which, (i) facilitate the transmission of Payments, and (ii) provide payment status, remittance detail and certain other reporting, through use of the Service. Use of Service by Company is subject to Company’s compliance with these Terms of Service, and is restricted to Users. Company will cooperate with WayPay and its third party suppliers and partners (each a “WayPay Partner”) during the implementation of the Service for Company, which includes, but is not limited to, assisting in the enablement of the Suppliers.

2. Licence to Use Company Data. Company hereby grants to WayPay and WayPay Partners an irrevocable, perpetual, world-wide, non-exclusive license to use, reproduce, store, encode, resize, reformat, host, process and otherwise modify, translate, maintain or prepare derivatives, and perform, display, disseminate and distribute the Company Data only (i) as may be reasonably necessary for WayPay and WayPay Partners to provide the Service to Company. Company represents and warrants that it has the right to grant the licence above.

3. Fees.

3.1. Company will pay to WayPay fees for Company’s use of the Service in one of two ways:

(a) A flat, monthly fee payable by Company by pre-authorized payments (the “SaaS Fees”) which include transactions as set out in the fee schedule provided to Company by WayPay; or
(b) on a per-Transaction basis (“Pay-Per-Play Fees”). Pay-Per-Play Fees will be charged by WayPay and payable by Company for each Transaction, and will be disclosed to Company at the time that Company submits a Request for Payment. Pay-Per-Play Fees are subject to change upon notice to Company by WayPay.

3.2. If available, Company may elect to receive additional fee-based services, such as custom reporting and custom remittance details. Any such services and associated fees will be mutually agreed upon by the parties.

4. Foreign Payments. WayPay, in its sole discretion, may, upon notice, hold, review or charge additional fees for Foreign Payments.

5. Taxes. Company shall pay all applicable taxes incurred by its use of the Service.

6. Making Payments via the Service

6.1. Payments. Company acknowledges that each Payment consists of two Transactions:
(a) Company Funding, and
(b) Supplier Payment.

6.2. Payment Methods.

6.2.1. Company shall provide one or more valid Payment Methods, to be selected with each Payment Request, which will be used to pay for:
(i) Company Funding and,
(ii) the Fees.

6.2.2. WayPay may change the accepted Payment Methods at any time upon notice to Company. If WayPay no longer accepts a method of payment that was previously accepted by WayPay, and Company submits a Request for Payment using that previously accepted method of payment, Company’s payment will not be processed. WayPay will not be liable for any damages caused by a change in accepted Payment Methods.

6.3. Scheduled Payments.

6.3.1. Company may use the Service to make Payment Requests specifying one or more future dates on which a Payment is to be processed by WayPay (a “Scheduled Payment”). Once a Payment Request for a Scheduled Payment is submitted by Company, WayPay will not be required to provide any notice in advance of the date of the Scheduled Payment. Company will be responsible for ensuring that the Payment Method applied to any Scheduled Payment will be valid on the date the Scheduled Payment is processed by WayPay.

6.3.2. Canceling Scheduled Payments. Company may cancel a Scheduled Payment at any time up to the day prior to the date of the Scheduled Payment. Once WayPay has begun processing a Payment Request for a Scheduled Payment, the Scheduled Payment cannot be cancelled. For any cancelled Scheduled Payment, the Company Funding will be returned to Company, less any fees incurred by WayPay for the Company Funding Transaction.

6.4. Payment Limitations. WayPay reserves the right to impose limitations on the size, frequency, and time frame of Payments per User.

6.5. Supplier Payments.

6.5.1. WayPay makes no guarantees, warranties, representations or commitments regarding when a Supplier Payment will be received by a Supplier. Company acknowledges that any timeline provided by WayPay regarding Supplier Payment is an estimate only. WayPay will not be liable for any fees, penalties, or late payment interest charged to Company by a Supplier or any third party as a result of a delay in Supplier Payment.

6.5.2. WayPay will not be liable for any failure to complete or delay in completing any Supplier Payment for any reason, including but not limited to, any of the following:

(a) A Company Funding is incomplete for any reason, including but not limited to, if a Payment Method does not contain sufficient funds or available credit, or the charge is rejected or returned by Company’s bank or financial institution;
(b) the Supplier rejects or returns the Supplier Payment to WayPay for any reason;
(c) Company’s equipment, software or any communications link is not working properly;
(d) the Service is unavailable as indicated on the Website and/or Company knew or WayPay has informed Company about the problem before Company submits a Payment Request;
(e) Company has provided WayPay with incorrect information about its Supplier;
(f) A Supplier mishandles or delays handling or posting any Supplier Payment received;
(g) any Force Majeure Event.

6.5.3. Fund Holds. WayPay may, in its sole discretion, place temporary holds on Payments to verify Company’s identity or the identity of any Supplier, or the legality of a Payment Method or Payment Request. WayPay may request, and Company shall provide, additional information regarding a Payment before a hold is released. In addition to temporary holds, WayPay reserves the right to deny or reverse Payments at its own discretion, independent of availability of credit from financial institutions. WayPay will not be liable for any fees, penalties, or late payment interest charged to Company by a Supplier or any third party as a result of a delay Payments that are temporarily held, denied, or reversed.

6.6. Refunds.

6.6.1. Company acknowledges that upon receipt of the Supplier Payment by a Supplier, WayPay will have completed delivery of the Service for that Payment pursuant to these Terms of Service. If Company wishes to request a refund from a Supplier for any reason, Company shall make any such request directly to the Supplier. Company acknowledges that WayPay is not a party to any transaction between Company and any Supplier. Company will address any dissatisfaction with the goods or services delivered, or not delivered, by a Supplier directly with such Supplier.

6.6.2. If a Supplier agrees to refund a Supplier Payment, WayPay will use commercially reasonable efforts to facilitate the processing of the refund from the Supplier through the Service, by accepting a refund of the Supplier Payment and refunding to Company the Purchaser Funding. WayPay will not reimburse Company for the Fees incurred on the refunded Transactions, and may in its sole discretion, charge additional fees if appropriate.

6.7. Discrepancies and Errors.

6.7.1. If, upon review of the statement of account associated with Company’s Payment Method (as provided by Company’s financial institution), Company believes that a Transaction has been made in error, or otherwise not in compliance with a Payment Request, or that Fees have been charged in error, Company will notify WayPay via email at support@waypay.ca as soon as possible and, in any event, in no less than sixty (60) days after the date of the Transaction. Company shall specifically detail the following information in any such notice:

(i) Company’s full legal name;
(ii) the email address associated with Company’s account for the Service;
(iii) the date of the disputed Transaction;
(iv) the amount of the disputed Transaction;
(v) the name of the Supplier associated with the disputed Transaction;
(vi) the Payment Method associated with the disputed Transaction and the related financial account information;
(vii) if available, the confirmation number provided by Company’s financial institution associated with the disputed Transaction; and
(viii) the nature and details of the disputed Transaction.

If Company fails to send written to notice to WayPay as set out in this Section, WayPay will have no obligation or liability to make any corrections.

6.7.2. In the event that WayPay inadvertently duplicates a Transaction or processes a Transaction for an amount other than the amount indicated in a Payment Request, or if WayPay causes funds from Company’s Payment Method to be directed to a Supplier which does not comply with the instructions in a Payment Request, WayPay will use commercially reasonable efforts to either pay the Supplier the difference, or recover any excess payment from the Supplier, as applicable. In the event that WayPay is unable to recover any excess payment made to a Supplier, Company shall cooperate with and assist WayPay in communicating with the applicable Supplier to recover the excess payment amount. In the event that such amount is owing to:

(i) Company,

(a) if the amount is refunded to WayPay by the Supplier, WayPay shall refund such amount to Company, or
(b) if the amount is refunded or credited to Company by the Supplier, WayPay will have no further obligation to Company with respect to such amount, or

(ii) WayPay,

(a) if the amount is refunded to Company by the Supplier, Company shall return such amount to WayPay immediately in a form acceptable to WayPay, or
(b) if the amount is refunded or credited to WayPay by the Supplier, Company will have no further obligation to WayPay with respect to such amount.

7. Access and Use of the Service.

7.1. Access. Company shall identify one or more Users. Company shall permit only Users to access and use the Service. Company will appoint one User to be its primary agent in authorizing its other Users to access the Service. WayPay will assign a user ID and password (together, “Access ID”) to each User. WayPay has no obligation to verify the identity of any person who gains access to the Service by means of an Access ID. Company is solely responsible for monitoring its Users’ access to and use of the Service, and for any failure by any User to comply with these Terms of Service. Company shall immediately take all necessary steps, including providing notice to WayPay, to effect the termination of an Access ID for any User if there is any compromise in the security of that Access ID or if unauthorized use is suspected or has occurred. Company is responsible for any and all activities that occur under each Access ID. WayPay will not be liable for any loss or damage that Company or any third party may incur as a result of anyone using the Access IDs, either with or without Company’s knowledge, except and only to the extent that WayPay solely caused such loss or damage.

7.2. Suspension or Termination of Access. WayPay may suspend and or permanently terminate Company’s access to all or a portion of the Service, all in WayPay ‘s sole discretion.

7.3. Required Technology. In order to use the Service, Company’s equipment and software must meet the minimum requirements communicated by WayPay to Company from time to time, including use of an active and valid email address. This includes ensuring that Company’s operating system and web browser are current. Unless Company updates its equipment and software, it may cease to be adequate to access the Service in which case Company’s sole and exclusive remedy is to discontinue its use of the Service. The supporting technology and services necessary to access the Service are subject to change by WayPay.

8. Intellectual Property Rights; Licence Rights and Terms

8.1. Rights. Notwithstanding anything herein to the contrary, WayPay maintains all rights, title and interests in Website, the Solution, the Service and the information and data collected through any of the foregoing.

8.2. User Licence. Subject to the terms and conditions set out in this Terms of Service, WayPay hereby grants each User a limited, non-transferable, non-exclusive licence to permit such User to access and use the Service for the sole purpose of making and managing Company’s payments and/or creating reports relating thereto solely during the Term.

8.3. WayPay Technology. WayPay will retain all rights and interest to and in the WayPay Technology.

8.4. Restrictions. Neither Company nor its Users may: (i) remove any copyright or trademark notices, or other proprietary legends from the WayPay Technology; (ii) sub-license, lease, rent, assign, transfer or distribute the WayPay Technology or any information, software, products or services obtained through the Service to any third party; (iii) alter, modify, copy, enhance or adapt the WayPay Technology; (iv) attempt to reverse engineer, convert, translate, decompile, disassemble or merge the WayPay Technology with any other software or materials or otherwise attempt to obtain the source code to the Service; (v) otherwise create or attempt to create any derivative works from the WayPay Technology; (vi) use the WayPay Technology for any purpose that is unlawful or prohibited by these Terms of Service; (vii) attempt to obtain any materials or information through any means not intentionally made available through the WayPay Technology; or (ix) attempt to gain unauthorized access to the WayPay Technology, other Access IDs, or computer systems or networks connected to any WayPay server or to the WayPay Technology, through hacking, password mining or any other means. Notwithstanding the foregoing, Company may download, keep or merge reports generated by Company through the Service. WayPay retains all proprietary rights to the format and arrangement of any and all reports generated through the Service.

8.5. Company shall, and shall ensure that each User shall, (i) comply with all applicable laws with respect to the Service, including, but not limited to, laws related to the export of technical or personal data; (ii) only use the Service with content and data for which Company has all necessary rights; and (iii) use the Service in accordance with any Documentation, as it may be provided by WayPay and/or amended from time to time.

9. Disclaimers.

9.1. WayPay makes no representation regarding Company, any Supplier, or the accuracy of the information obtained by use of the Service.

9.2. WayPay makes no representation that the Service or any materials provided through the Service, is appropriate or available for use in locations outside of Canada, and accessing them from territories where their contents are illegal is prohibited. Users who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws. The WayPay Parties, will not be responsible for any third party’s software, service or hardware the WayPay Parties provide or use in providing the Service. The WayPay Parties will not be responsible for the interception or delay of data transmitted to or from Company.

9.3. COMPANY EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT ITS SOLE RISK. THE SERVICE IS MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE” BASIS. COMPANY AGREES THAT ITS ACCESS TO AND USE OF THE SERVICE IS AT ITS OWN RISK. WAYPAY HEREBY EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF AND THE WAYPAY PARTIES, ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE AND EXPRESS OR IMPLIED WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; AND (iii) NONINFRINGEMENT. WAYPAY DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE INTERNET, AND/OR COPMANY’S COMPUTER EQUIPMENT. AT TIMES, ACTIONS OR INACTIONS OF THIRD PARTIES CAN IMPAIR OR DISRUPT COMPANY’S CONNECTIONS TO THE INTERNET AND/OR THE SERVICE. ACCORDINGLY, WAYPAY DISCLAIMS ANY AND ALL LIABILITY RESULTING THEREFROM.

10. Limitation of Liability; Indemnification

10.1. WAYPAY’S LIABILITY UNDER THESE TERMS OF SERVICE IS LIMITED TO DAMAGES ARISING SOLELY OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF WAYPAY, AND COMPANY HEREBY RELEASES THE WAYPAY PARTIES FROM ALL CLAIMS, DEMANDS OR DAMAGES FOR OTHER LOSSES. IN NO EVENT WILL THE WAYPAY PARTIES BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF THE USE OF OR INABILITY TO ACCESS OR USE THE SERVICE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, LOST CUSTOMER DATA, LOST EMPLOYEE PERSONAL DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, ANY OMISSION OR INACCURACY IN THE INFORMATION PROVIDED BY COMPANY OR ANY SUPPLIER, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS. THE WAYPAY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THROUGH CLAIMS FOR INDEMNIFICATION) TO COMPANY FOR ANY ACCESS OR USE OF COMPANY DATA OR EMPLOYEE PERSONAL DATA BY COMPANY OR ANY THIRD PARTY.

10.2. Company agrees to indemnify, defend, and hold harmless the WayPay Parties from and against any and all loss, damage, settlement, or expense (including reasonable legal expenses) in connection with any third party claim resulting from or arising out of our possession, use or handling of any Company Data or Employee Personal Data, security breaches, misappropriation of confidential or proprietary information, including without limitation, any infringement, misappropriation, or violation of any patents, copyrights, trademarks, trade secret rights, or other proprietary rights, or personal rights of any persons, firms or entities, including without limitation, rights of publicity or privacy.

11. Confidentiality

11.1. WayPay shall regard and preserve as confidential all information related to Company Data or Employee Personal Data that is provided to WayPay in connection with the use of the Service in accordance with the License, information which is identified as confidential or other similar designation, or would otherwise reasonably be understood to be confidential under the circumstances, by treating such information in the same way that WayPay prudently treats its own information of like kind, except as expressly authorized in writing by Company to disclose such information.

11.2. Company will regard and preserve as confidential all information related to the Solution, the Service, and any Documentation, and any information which is identified as confidential or other similar designation, or would otherwise reasonably be understood to be confidential under the circumstances, by treating such information in the same way that Company prudently treats its own information of like kind, except as expressly authorized in writing by WayPay to disclose such information.

11.3. These obligations of confidentiality will not apply to information that is already known to the receiver, independently developed by the receiver, received by the receiver from a third party or available in the public domain.

11.4. Each party acknowledges that irreparable injury may be caused to the other party in the event of unauthorized use of such other party’s confidential information, and agrees that preliminary and permanent injunctive relief may be appropriate in the event of breach of this Section 11.

11.5. The provisions of this Section 11 shall survive termination or expiration of these Terms of Service.

12. Company Conduct.

12.1. Compliance. Company will use the Service in accordance with these Terms of Service and indemnify WayPay for all liabilities, costs and expenses (including without limitation fees, fines, penalties and reasonable legal fees) incurred by WayPay from Company’s and any Users’ failure to so comply or for Company’s or Users’ negligence or willful misconduct in the use of the Service or the WayPay Technology. If WayPay has grounds to believe that Company is using the Service for any improper purpose, WayPay may immediately suspend or terminate Company’s access to and use of the Service and Company will be notified of such suspension or termination. Upon termination of Company’s access and use of the Service, these Terms of Service will automatically terminate.

12.2. Restricted Activities. In connection with Company’s use of the Service, or in the course of Company’s interactions with WayPay, Company shall not:

(a) act in a manner that is defamatory, trade libelous, threatening or harassing;
(b) provide WayPay with false, inaccurate or misleading information;
(c) send or receive what WayPay reasonably believes to be potentially fraudulent funds;
(d) refuse to cooperate in an investigation or provide confirmation of Company’s identity or any information Company provide to WayPay;
(e) use an anonymizing proxy;
(f) use the Service in a manner that WayPay, or members of the electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of the card association or network rules;
(g) use the Service to obtain a cash advance from a credit card or to assist a third party in obtaining a cash advance;
(h) take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
(i) take any action that may cause WayPay to lose any of the services from WayPay’s credit card or debit card processors or other suppliers;
(j) use the Service other than for legitimate transactional purposes;
(k) use the Service to operate or engage in any business regulated by the Financial Transaction and Reports Analysis Centre of Canada or Crimes Enforcement Network (FinCEN) or any other relevant regulatory body. Such businesses include but are not limited to money service businesses or virtual currency exchanges; or
(l) resell, reskin or otherwise distribute the Service, in whole or in part, to other individuals or businesses.

12.3. Breaches of Security. Company shall not (a) breach or attempt to breach the security of any network, servers, data, computers or other hardware relating to or used in connection with the Service or belonging to or used or leased by any other customer of WayPay or any third party that is hosting or interfacing with any part of the Service; (b) download or attempt to download the Service; or (c) use or distribute through the Service any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Service or the operations or assets of any other customer of WayPay or any third party, including but not limited to viruses, Trojan horses, worms or other computer programming routines;

12.4. Company shall (i) comply with all applicable laws with respect to the Service; and (ii) only use the Service with content and data for which Company has all necessary rights.

12.5. If WayPay believes that Company has engaged in any restricted activities or violated any of the provisions set out in this Section 12 or otherwise in these Terms of Service, WayPay may take various actions to protect itself, a third party or Company from fees, fines, penalties and/or any other liability. These actions may include, but are not limited to the following:

(a) close, suspend or limit Company’s access to the Service (such as limiting Company’s ability to make Payment Requests);
(b) update inaccurate information provided by Company;
(c) refuse to provide Service to Company in the future;
(d) contact Company’s financial institution or inform law enforcement or impacted third parties of Company’s actions;
(e) take legal action against Company.

13. Communication Rules

13.1. Consent to Electronic Communications. Company and WayPay consent to receive notices or other communications (“Communications”) from each other in connection with Company’s use of the Service by electronic means, via the Website, the Solution, and/or email. WayPay may also provide Communications to Company in writing to the address provide within the Service. If Company contact information changes at any time, Company shall update it within the Service.

13.2. Error Resolutions; Duty to Notify. Company has a duty to review the records relating to its invoices and identify any error with respect to any Communication, which was not authorized by Company, or otherwise set forth improper or inaccurate information not consistent with the Communications transmitted by Company. Company shall notify WayPay immediately of any Communication that it believes to be unauthorized, improper or inaccurate.

14. Relationships. WayPay is not a party to the transactions between Company and its Suppliers., including without limitation, transactions facilitated by the Service. If a dispute arises between Company and any of its Suppliers or any other third party, Company releases and holds harmless the WayPay Parties from any claims, losses or damages of every kind and nature arising out of or in any way connected with such dispute.

15. Credit Card Charges and Chargebacks

15.1. If Company uses a credit card for its Payment Method for a Company Funding, Company will not, under any circumstances, contact the issuer of its credit card to dispute the Company Funding credit card transaction. Company understands and acknowledges that any credit card transaction for a Company Funding is charged by WayPay as the intermediary facilitating Company’s Payment, and not by Company’s Supplier for payment of any goods or services to be delivered by such Supplier.

15.2. In the event that Company breaches Section 15.1 above, and a Chargeback is issued in relation to a Company Funding transaction, WayPay may, in its sole discretion and without notice, withdraw funds in an amount equal to the Chargeback, from Company’s deposit account in accordance with the pre-authorized debit agreement that Company executed with WayPay.

15.3. In the event that a charge on a credit card for a Company Funding is reversed for any reason after WayPay has made payment to a Company Supplier on behalf of Company pursuant to Company’s instructions, Company will be fully liable for the amount paid by WayPay to Company Supplier for that Transaction, and Company will indemnify WayPay for all liabilities, costs and expenses (including without limitation fees, fines, penalties and reasonable legal fees) incurred by WayPay resulting from such reversal of the credit card charge.

16. Pre-Authorized Debit

16.1. If Company uses pre-authorized debit for its Payment Method for a Company Funding, Company will not, under any circumstances, contact the bank where the Company holds its deposit account to dispute the Company Funding pre-authorized debit transaction. Company understands and acknowledges that any pre-authorized debit transaction for a Company Funding is charged by WayPay as the intermediary facilitating Company’s Payment, and not by Company’s Supplier for payment of any goods or services to be delivered by such Supplier.

16.2. In the event that Company breaches Section 16.1 above, and a pre-authorized debit is disputed by Company and rejected by Company’s bank in relation to a Company Funding transaction, Company will indemnify WayPay for all liabilities, costs and expenses (including without limitation fees, fines, penalties and reasonable legal fees) incurred by WayPay resulting from such breach.

16.3. In the event that a pre-authorized debit for a Company Funding is rejected for any reason after WayPay has made payment to a Company Supplier on behalf of Company pursuant to Company’s instructions, Company will be fully liable for the amount paid by WayPay to Company Supplier for that Transaction, and Company will indemnify WayPay for all liabilities, costs and expenses (including without limitation fees, fines, penalties and reasonable legal fees) incurred by WayPay resulting from such rejection of pre-authorized debit.

17. Dispute Resolution

17.1. General. If Company has a dispute with WayPay, Company must send written notice of the dispute to support@waypay.ca in order to provide WayPay with the opportunity to attempt in good faith to resolve the dispute with Company through negotiation. If, after thirty (30) days, Company and WayPay are unable to resolve the dispute, Company may pursue the resolution of the dispute through arbitration pursuant to the terms in Section 16.2 below.

17.2. Arbitration. For any claim against a party (excluding claims for injunctive or other equitable relief), the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

18. Miscellaneous.

18.1. Amendments. WayPay reserves the right to amend the Service and these Terms of Service at any time. In the event of material changes to these Terms of Service, WayPay will notify Company, by email, or by other reasonable means, of these changes prior to the effective date of any such material change. Continued use of the Service by Company after reasonable notice will be considered acceptance of any new terms.

18.2. Force Majeure. If a Force Majeure Event occurs, WayPay will be excused from performing those obligations affected by the Force Majeure Event.

18.3. Binding Effect; Assignment. These Terms of Service will be binding upon, and enure to the benefit of, WayPay and its successors and assigns. Company may not assign its right to use the Service, in whole or in part. WayPay reserves all of its rights to assign or subcontract the performance of the Service in whole or in part.

18.4. Notices. Any notice connected with Company’s use of the Service will be sent by WayPay electronically via email and/or within the Service.

18.5. Governing Law. These Terms of Service will be governed by, and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

18.6. Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis and not in a class or representative action. Neither party to these Terms of Service will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

18.7. Severability. If any provision of these Terms of Service is invalid or unenforceable in any circumstances, its application in any other circumstances and the remaining provisions of the Terms of Service will not be affected thereby.

18.8. Entire Agreement. These Terms of Service constitute the entire agreement and understanding of the parties relating to the subject matter thereof.

18.9. Waiver of Breach. No waiver by WayPay of any breach of the Terms of Service will constitute a waiver of any other breach of the same or other provisions of the Terms of Service. No waiver by WayPay will be effective unless made in writing and signed by WayPay.

18.10. Third Party Beneficiaries. Except for WayPay affiliates, suppliers, subcontractors and licensors, or except as otherwise specifically stated in these Terms of Service, neither party intends that these Terms of Service will benefit, or create any right or cause of action in or on behalf of, any person or entity other than Company and WayPay.

18.11. Headings. Any headings of sections herein are for convenience only and do not affect in any way the scope, intent or meaning of the provisions to which they refer.

 

19. Definitions

 

18.1. Access ID has the meaning given to it in Section 7.1.
18.2. Chargeback means the reversal of a credit or payment for a particular transaction by WayPay’s credit card processor or a bank that issues a credit card.
18.3. Communications has the meaning given to it in Section 13.1.
18.4. Company means the entity accepting the terms and conditions set out in these Terms of Service for access to and use of the Service.
18.5. Company Data means any data provided by Company for incorporation in or use with the Service and any data output from the Service from the processing of such data entered or provided.
18.6. Company Funding means a transaction whereby Company transmits funds to WayPay.
18.7. Documentation means all documentation and files related to the WayPay Technology, including manuals, end-user documentation, quick-reference guides and other training materials.
18.8. Employee Personal Data means personally identifiable information regarding Company’s employees.
18.9. Fees has the meaning given to it in Section 3.1.
18.10. Foreign Payments means Payments made by Company to a Supplier located in a country that is different from the country in which Company’s payment originates.
18.11. Payment Methods means the methods of payment accepted by WayPay within the Service, which may include credit cards, pre-authorized debit, and electronic fund transfers.
18.12. Pay-Per-Play Fees has the meaning given to it in Section 3.1(b).
18.13. Request for Payment means a payment request submitted by Company through the Service for a Payment to a Supplier.
18.14. SaaS Fees has the meaning given to it in Section 3.1(a).
18.15. Service means the Solution, as provided, delivered, hosted and/or managed by WayPay or its third party suppliers acting as an application service provider.
18.16. Scheduled Payment has the meaning given to it in Section 6.3.
18.17. Solution means the electronic payment service solution through the Website for WayPay’s customers that enables them to make Payments to their Suppliers.
18.18. Supplier means any person or entity through which Company is procuring goods and/or services.
18.19. Supplier Payment means a transaction whereby WayPay transmits funds to a Supplier, as instructed by Company.
18.20. Transaction means any Company Funding or Supplier Payment transaction conducted through the Service.
18.21. Users means the persons designated by Company to WayPay as authorized users of the Service, from time to time.
18.22. WayPay means WayPay Inc.
18.23. WayPay Parties means WayPay, its affiliates, third party suppliers and subcontractors, and each of their respective directors, officers, shareholders, employees and agents.
18.24. WayPay Partner
18.25. WayPay Technology means any and all of the following related to, or developed by WayPay in connection with, the Website, the Solution and/or the Service: (a) techniques, algorithms, development tools, interfaces, processes, scripts, HTML code, XML code, object code and source code, (b) intellectual property rights, including names, trademarks, service marks, design marks, symbols, logos or other insignia owned or lawfully used by WayPay, trade names, trade dress, inventions, developments, business processes, improvements, patents, patent applications, trade secrets, copyrights, know-how, look and feel, domain names, computer software programs and applications, licenses from third party software owners, and any other intellectual property rights, including all issued patents or registrations or applications for patents or registration of the foregoing, (c) Documentation, and (d) other rights, processes or properties relating to the foregoing.
18.26. Website means WayPay’s website at www.waypay.ca