Terms of Use

This service agreement (“Agreement”) that you are entering into with SMART PAYMENTS TECHNOLOGIES LTD (MSB registration number: M20438511), a company incorporated and registered in the Province of British Columbia, Canada under company registration number BC1266435, the registered office of which is at 170-6660 GRAYBAR ROAD, 2ND FLOOR, OFFICE # 8T RICHMOND, BC, CANADA V6W1H9, is a legal document that details your rights and obligations. By visiting this site or by using our goods and services you agree to be bound by the terms and conditions of this Agreement. If you do not agree please do not use or access our goods and services. The TODA Pay website and related services are offered to you conditioned upon your acceptance without modification of this Agreement. From time to time, it may be necessary for TODA Pay to update or revise certain provisions of this Agreement. By using this Website or joining TODA Pay and accepting the Agreement, you agree that TODA Pay may change the terms of this Agreement in its sole discretion without specific notice to you. If you don’t agree to the changes proposed by TODA Pay, or to any terms in this Agreement, your only remedy is to cancel your use of the services offered under this agreement.

1. Description of Service

TODA Pay operates a Website and associated web pages, which, for purposes of this Agreement, will be referred to as the “TODA Pay Website(s)”. TODA Pay offers you access to the TODA Pay Websites, which provides you access to a collection of resources, including, but not limited to, payment gateway and related payment processing goods and services, software programs and downloadable services (the “Service”). TODA Pay offers you access to the TODA Pay Website and your agreement to accept and comply with the terms, conditions, policies and notices stated here and as may be modified by TODA Pay from time-to-time in its sole discretion without notice to you. Notwithstanding the foregoing, TODA Pay reserves the right to reject any
registration for any reason. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Agreement.

2. General Use of the Website

You promise that you will not use the TODA Pay Website or the Service in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Website, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the TODA Pay Website. This means, among other activities, that you agree not to engage in the practices of screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or other information. You agree that you will not use the Service in any manner that could damage, disable, overburden, or impair the TODA Pay Website or interfere with any other party’s use and enjoyment of the TODA Pay Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the TODA Pay Website. Except with the written permission of TODA Pay, you agree that you will not access or attempt to access password protected, secure or non-public areas of the TODA Pay Website. Unauthorized individuals attempting to access prohibited areas of the TODA Pay Website may be subject to prosecution.

3. Charges and Billing (If Applicable)

You hereby authorize TODA Pay to charge your credit card in advance for all fees incurred by you in connection with your TODA Pay account and the service you have chosen. In most cases, we will be charging your designated credit card or checking account every month, but some charges may accumulate on your account before they are charged to your card. It is your responsibility to notify TODA Pay if your credit card has expired and to make changes or your service may be disconnected or interrupted. TODA Pay reserves the right to change our fees or billing methods at any time, provided, however, that such modifications shall not take effect earlier than thirty (30) days after TODA Pay posts such modification on the TODA Pay Website. TODA Pay also has the right to collect applicable taxes and impose premium surcharges for some areas of the service and these surcharges may apply immediately after you register for the Service. We expect you to pay your account balance on time. Amounts not paid by you to TODA Pay when due will be assessed an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month if your payment is more than thirty (30) days past due. That amount is also due immediately. You are responsible and liable for any fees, including attorney and collection fees, that TODA Pay may incur in its efforts to collect any remaining balances from you. You also agree that you will be billed for and will pay any outstanding balances if you cancel any Service. You should let TODA Pay know about any billing problems or discrepancies within thirty (30) days after they first appear on your account statement. If you do not bring them to TODA Pay ’s attention within thirty (30) days, you agree that you waive your right to dispute such problems or discrepancies.

4. Registration

In order for you to participate in the Service, TODA Pay will require that you provide specific information about yourself and/or your business. If you choose to participate, you agree to provide true, accurate and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity (such information being “Member Data”). Member Data and certain other information about you and/or your business are subject to our Privacy Policy. You agree and acknowledge that Member Data from the registration process is used to send you information about TODA Pay and the Service, including, but not limited to, the use of your email address for newsletters and other necessary company communication. For more information, TODA Pay urges you to review the TODA Pay Privacy Policy that is part of this Agreement.

5. Third Party Content

The TODA Pay Website contains content and information from third party providers and/or links to their Websites (“Third Party Content”). Such content is not under the control of TODA Pay and TODA Pay is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. TODA Pay is providing such Third Party Content to you only as a convenience, and the inclusion of such content does not imply endorsement by TODA Pay of such content or the affiliate. You may be subject to additional and/or different terms, conditions, and privacy policies when you use third party services, content, software, or sites. TODA Pay does reserve the right to remove content that, in TODA Pay’s judgment, does not meet its standards, but TODA Pay is not responsible for any failure or delay in removing such material. TODA Pay is not and will not be responsible for (i) the terms and conditions of any transaction between you and any third party, (ii) any insufficiency of or problems with any such third party’s background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that you have a
dispute with any such third party, you release TODA Pay (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

6. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL TODA PAY’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED A MAXIMUM OF ONE THOUSAND DOLLARS ($1,000.00) REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE.

7. TODA Pay Software Licenses

TODA Pay provides you with a non-exclusive, non-transferable, limited license to use TODA Pay ’s software, which you agree to use in accordance with this Agreement. You may not sub-license, or charge others to use or access, our software without first obtaining written permission from us. All software is owned by TODA Pay and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification or redistribution of the software is expressly prohibited, and may result in severe civil and criminal penalties. TODA Pay’s software, its structure, sequence and organization and source code are considered trade secrets of TODA Pay and its suppliers and are protected by trade secret laws. WITHOUT LIMITED THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.

8. Indemnification

You agree to indemnify, defend, and hold harmless TODA Pay, its employees, members, directors, managers, officers or agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees and cost of defense) they may suffer or incur as a result of (i) any failure by you or any employee, agent or you of you to comply with the terms of this Agreement; (ii) any warranty or representation made by you being false or misleading; (iii) any representation or warranty made by you or any employee or agent of You to any third person other than as specifically authorized by this Agreement; (iv) negligence of you or your subcontractors, agents or employees, or (v) any alleged or actual violations by you or your subcontractors, employees or agents of any card association rules, governmental laws, regulations or rules.

9. Copyright and Trademark Notices

All materials on the TODA Pay Website (as well as the organization and layout of the TODA Pay Website) are owned and copyrighted or licensed by TODA Pay, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials at the TODA Pay Website is permitted without the written permission of TODA Pay. Any rights not expressly granted herein are reserved. Without TODA Pay’s prior permission, you agree not to display or use in any manner, any of TODA Pay trademarks, whether registered or not.

10. Intellectual Property

“Intellectual Property” means all of the following owned by a party: (i) trademarks and service marks (registered and unregistered) and trade names, and goodwill associated therewith; (ii) patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and the right to limit the use or disclosure thereof; (v) copyrights in all works, including software programs; and (vi) domain names. The rights owned by a party in its Intellectual Property shall be defined, collectively, as “Intellectual Property Rights.” Other than the express licenses granted by this Agreement, TODA Pay grants no right or license to you by implication, estoppel or otherwise to any Intellectual Property Rights of TODA Pay. Each party shall retain all ownership rights, title, and interest in and to its own products and services and all intellectual property rights therein, subject only to the rights and licenses specifically granted herein. TODA Pay (and not you) shall have the sole right, but not the obligation, to pursue copyright and patent protection, in its sole discretion, for any Intellectual Property Rights incorporated therein. You will cooperate with TODA Pay in pursuing such protection, including without limitation executing and delivering to TODA Pay such instruments as may be required to register or perfect TODA Pay’s interests in any Intellectual Property Rights and any assignments thereof. You shall not remove or destroy any proprietary, confidentiality, trademark, service mark, or copyright markings or notices placed upon or contained in any materials or documentation received from TODA Pay in connection with this Agreement.

11. Modification

TODA Pay reserves the right at anytime and from time to time to modify, discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that TODA Pay shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service

12. Termination and Cancellation

Either you or TODA Pay may terminate or cancel the Service at any time. You understand and agree that the cancellation of your account is your sole right and remedy with respect to any dispute with TODA Pay. This includes, but is not limited to, any dispute related to, or arising out
of: (i) any term of this Agreement or TODA Pay’s enforcement or application of any such term; (ii) any policy or practice of TODA Pay, including TODA Pay’s Privacy Policy and Anti-Spam Policy, or TODA Pay’s enforcement or application of these policies; (iii) the content available through TODA Pay or any change in content provided through TODA Pay; or (iv) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods. All other provisions of this Agreement which may reasonably be construed as surviving such termination will survive the termination of this agreement, including, but not limited to paragraphs 2, 3, 5, 6, 7, 8, 9, 10 11, 12, 13 and 14.

13. Governing Law

All matters arising from or in connection with this Agreement and these Terms of Use and/or its appendices including, but without any limitation whatsoever, its interpretation, validity, existence or termination for any reason shall be determined in accordance with the laws of United Kingdom. The
parties hereby consent and submit to the exclusive jurisdiction of the courts of United Kingdom for the purpose of any action or other legal proceedings that any of them may institute with regard to any matters or claims of whatsoever nature arising out of or pursuant to this agreement or its annexure.

The Agreement shall be construed in accordance with and governed in all respects by United Kingdom law and the Parties hereto submit to the non-exclusive jurisdiction of the United Kingdom Courts. The Agreement shall be construed in accordance with and governed in all respects by United Kingdom law and the Parties hereto submit to the non-exclusive jurisdiction of the United Kingdom Courts.

14. General Terms

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions. No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein. This Agreement shall be deemed to be jointly prepared by the parties and therefore any ambiguity or uncertainty shall be interpreted accordingly. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach. You may not assign this Agreement without the written consent of TODA Pay. TODA Pay may assign this Agreement in its sole discretion without the written consent of you. The section headings contained in this Agreement are for convenient reference only, and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of United Kingdom.

This Terms of Use policy was last updated on 16-01-2023