Effective date: November 8, 2016
We reserve the right, at our discretion, to change these Terms at any time. If they do change, we will do our best to tell you in advance by placing a notification on the Kwetec.com website, or by sending you an email. You may also check these Terms periodically for changes. If you use the Service in any way after a change to the Terms is effective, then please remember that means you agree to all of the Terms. If you have any questions, comments, or concerns regarding these Terms or the Service, please contact us at email@example.com.
You must be at least eighteen (18) years old to use the Service. By agreeing to the Terms, you represent and warrant to us that you are at least eighteen (18) years old and, that your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
3. Accounts and Registration
You promise to provide us with accurate, complete, and updated registration information about yourself. You will also be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. You may not transfer your account to anyone else without our prior written permission.
If you have reason to believe that your account is no longer secure for any reason (for example, in the event of a loss, theft or unauthorized disclosure or use of your password), then you agree to immediately notify us at firstname.lastname@example.org. If you violate the terms of this Agreement, KWE Tec reserves the right to reclaim any username you have registered.
4. Intellectual Property Rights
The materials displayed or performed on the Service, (including, but not limited to, text, graphics, articles, photos, images, illustrations, User Submissions (defined below), and so forth) (the “Content”) and the trademarks, service marks and logos contained on the Service ("Marks"), are protected by copyright and other intellectual property laws. Content is provided for your information and personal use only and may not be used, copied, distributed, transmitted, displayed, sold, licensed, reverse engineered, de-compiled, or otherwise exploited for any other purposes whatsoever without prior written consent of the owner of the Content or in any way that violates someone else’s rights, including KWE Tec. You understand that KWE Tec owns the Service. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Service.
4.2 User Submissions
Anything you post, upload, share, store, or otherwise provide through the Service is your “User Submission.” You retain copyright and any other proprietary rights you hold in the User Submission that you post to the Service. For all User Submissions, you hereby grant KWE Tec a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute, and otherwise exploit your User Submissions, in whole or in part, in any media formats and through any media channels (for example making sure your content is viewable on your iPhone, Android as well as your computer). This is a license only – your ownership in User Submissions is not affected.
By posting and sharing User Submissions with another user of the Service, you hereby grant that user a non-exclusive license to access and use such User Submissions.
You are solely responsible for your User Submissions and the consequences of posting or publishing User Submissions. By posting and publishing User Submissions, you affirm, represent, and warrant that:
● You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize KWE Tec and users of the Service to use and distribute your User Submissions as necessary to exercise the licenses granted by you in this Section 4 and in the manner contemplated by KWE Tec and the Terms;
● Your User Submissions, and the use thereof as contemplated herein, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (c) contain any viruses, adware, spyware, worms, or other malicious code; or (d) violate any applicable law or regulation.
We are under no obligation to edit or control User Submissions that you and other users post or publish, and will not be in any way responsible or liable for User Submissions. You understand that when using the Service you will be exposed to User Submissions from a variety of sources and acknowledge that User Submissions may be inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against KWE Tec with respect thereto. We expressly disclaim any and all liability in connection with User Submissions. If notified by a user or content owner that User Submissions allegedly does not conform to the Terms, we may investigate the allegation and determine in our sole discretion whether to remove the content, which we reserve the right to do at any time and without notice. For clarity, KWE Tec does not permit copyright infringing activities on the Service.
5. DMCA Notification
We comply with the provisions of the Digital Millennium Copyright Act (DMCA) as it relates to online service providers, like KWE Tec, removing material that we believe in good faith violates someone’s copyright. If you have any complaints or objections to material posted on the Service, you may contact us at: email@example.com.
6. Prohibited Conduct
BY USING THE SERVICE, YOU AGREE NOT TO:
● Rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined below);
● Post, upload, or distribute any defamatory, libelous, or inaccurate User Submission or other content;
● Publish the private information of any third party without the consent of that third party;
● Post, upload, or distribute any User Submission or other Content that is unlawful or that a reasonable person could deem to be objectionable, profane, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
● Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Service accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Service, or perform any other similar fraudulent activity;
● Delete the copyright or other proprietary rights on the Service or any User Submission;
● Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Service. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
● Use the Service for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
● Defame, harass, abuse, threaten or defraud users of the Service, or collect, or attempt to collect, personal information about users or third parties without their consent,
● Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service or User Submission, features that prevent or restrict use or copying of any content accessible through the Service, or features that enforce limitations on the use of the Service or User Submission;
● Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service or any part thereof (including any App), except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
● Modify, adapt, translate or create derivative works based upon the Service or any part thereof, except and only to the extent the foregoing restriction is expressly prohibited by applicable law; or
● Intentionally interfere with or damage operation of the Service or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
7. App Usage
We make available mobile applications or other downloadable software applications (each an “App”). Subject to the restrictions defined in these Terms, KWE Tec grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use one copy of an App in object code format, solely for your personal use, on one device that you own or control.
An App may be made available to you through a third-party distributor such as the Apple iTunes App Store or Google Play (each an “App Distributor”). You acknowledge and agree that:
● The Terms are between you and KWE Tec only, not with the App Distributor and the App Distributor is not responsible for the App and its content.
● The App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
● If you have downloaded your App from the iTunes App Store, in the event of any failure of an App to conform to any applicable warranty, then you may notify the Apple and Apple will refund the purchase price for the relevant App to you. Except as set forth in the preceding sentence, to the maximum extent permitted by applicable law, App Distributors have no other warranty obligations whatsoever with respect to the App.
● The App Distributor is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
● The App Distributor is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights.
● The App Distributor, and its subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of the Terms, the App Distributor will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary of the Terms.
8. Third Party Services and Websites
KWE Tec may provide tools through the Service that enable you to export information to third party services, including through use of an API or by linking your account on KWE Tec with an account on the third party service, such as Google or Microsoft. By using these tools, you agree that we may transfer such User Submissions and information to the applicable third party service. Such third party services are not under our control, and we are not responsible for the contents of the third party service or the use of your User Submission or information by the third party service. The Service, including our websites, may also contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply our endorsement of, sponsorship of, or affiliation with the linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties services or websites.
9. Termination of Use
You may terminate your account at any time by contacting customer service at firstname.lastname@example.org. KWE Tec is free to terminate (or suspend access to) your use of the Service or your account, for any reason, including your breach of these Terms. KWE Tec has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Account termination may result in destruction of any content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important documents you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, or would not be in the interest of someone’s safety or security to do so.
10. Ownership and Proprietary Rights
The Service is owned and operated by KWE Tec. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by KWE Tec (the “Materials”) are protected by Canadian and United States copyright, trade dress, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Submission that is provided and owned by users of the Service, all Materials contained in the Service are the property of KWE Tec or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to KWE Tec or its affiliates and/or third-party licensors. Except as expressly authorized by KWE Tec, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. KWE Tec reserves all rights to the Materials not expressly granted in the Terms.
You agree that you will be personally responsible for your use of the Service and you agree to defend, indemnify and hold harmless KWE Tec its affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Service; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Service.
12. Warranty Disclaimer
THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. KWE TEC AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; (ii) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE; (iii) ANY WARRANTIES THAT THE INFORMATION OR RESULTS PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, RELIABLE, COMPLETE, OR UP-TO-DATE; AND (iv) ANY WARRANTIES WHATSOEVER REGARDING ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ADVERTISED, MADE AVAILABLE, OR REFERRED TO YOU THROUGH THE SERVICE. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE. ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE DOWNLOADED, USED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN SOME CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL KWE TEC BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO KWE TEC IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
14. Applicable Law and Venue
You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Service account, in any way (by operation of law or otherwise) without KWE Tec’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
16. Refund policy
Customers have the ability to cancel their subscription to KWE service anytime. You can cancel the service in the application, or contact our support team at email@example.com. You may cancel a subscription payment at any time. We do not provide refunds or credits for partially elapsed billing periods.
If you are using KWE service to pay for third party services, please refer to the special Payment Service Agreement below.
17. Contact Information
If you have any questions regarding KWE Tec, the Service, or the Terms please contact us at firstname.lastname@example.org.
TERMS & CONDITIONS OF PAYMENT SERVICE AGREEMENT
Welcome to KWE Payment Service
This agreement is a contract between your organization and KWE, and it governs your use of KWE Payment service. By using the KWE service means that you have accepted all the terms and conditions included in this agreement. The agreement may be applicable to you, and thus, you should read the terms and conditions carefully from time to time. You can always find the agreement on KWE’s company homepage.
Under the terms of the Agreement, Business Account owners will be furnished with the services described herein and in the Account Application and selected by Account therein (collectively and individually, as applicable, the “Services”). During the term of the Agreement, KWE and its Agent will be the sole and exclusive providers of all payment card processing services to Payment Account. Any Business Account accepted by KWE and Member for card processing services agrees to be bound by the Agreement, as it may be modified or amended in the future. A PAYMENT ACCOUNT’S SUBMISSION OF A TRANSACTION TO KWE SHALL BE DEEMED TO SIGNIFY PAYMENT ACCOUNT’S ACCEPTANCE OF THE AGREEMENT, INCLUDING THE TERMS AND CONDITIONS HEREIN.
KWE has contracted Elavon (Agent) to be the sole agent that process the credit card payment for KWE. For more information about Elavon, please visit https://www.elavon.ca.
2. Our relations with you.
KWE is Only a Payment Service Provider. KWE helps you make payments to and accept payments from third parties. KWE is an independent contractor for all purposes, except that KWE acts as your agent with respect to the custody of your funds. KWE does not have control of or liability for the products or services that are paid for with the Services. We do not guarantee the identity of any User or ensure that a Payer or a Payment Service Account Owner will complete a transaction.
You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Services. You are also responsible for keeping your email address and account address up to date in your Account Profile.
You agree that KWE may provide information about your Account and the Services to you by posting it on our website, emailing it to the email address listed in your Account Profile, notifying you through the KWE App, or mailing it to the street address listed in your Account Profile. We will consider such information to have been received by you within 24 hours of the time we communicate it to you electronically, or within 3 Business Days after we send it to you by postal mail.
You may view your Account history by logging into your Account Profile.
You are responsible for any taxes that apply to the payments you send or receive using the Services. KWE does not determine if you are liable for any taxes or collect or pay any taxes that may arise from your use of our Services.
Eligibility. To be eligible to use the Services, you must be at least 18 years old and a resident of Canada at the time you open the Account. This Agreement applies only to Accounts opened at paypal.ca. If you have opened an Account at a PayPal website in another country, you may access the agreement that applies to you from our website in your country.
We offer the following types of Accounts: Personal and Business Accounts, (in collective Accounts). By opening a Business Account and accepting the terms as outlined in this Agreement, you attest that you are not establishing the Account primarily for personal, family, or household purposes.
You authorize KWE, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your Information against third party databases or through other sources. We may also ask to see your identifying documents at any time. If you use certain Services, we may have a legal requirement to verify some of your information. KWE reserves the right to close, suspend, or limit access to your Account and/or the Services in the event we are unable to obtain or verify this information.
4. The Service
The credit card processing services provided hereunder to Business Account consist of authorization and electronic draft capture of such payment transactions, outclearing of such transactions to the appropriate payment network and/or issuers (e.g., Visa, MasterCard, American Express, Discover, UP), funds settlement, dispute resolution with cardholders’ banks and transaction-related reporting and statements.
4.1 Send Money
You may select a Preferred Payment Method each time you make a payment, except for a Preapproved Payment. For a Preapproved Payment, you can select a Preferred Payment Method when you provide your initial authorization for this payment.
When you send money, the recipient is not required to accept it. You agree that you will not hold KWE liable for any damages resulting from a recipient's decision not to accept a payment made through the Services. Any unclaimed, refunded or denied payment will be returned to your Balance or to the original Payment Method. We will return any unclaimed payment to you within 30 Days of the date you initiated payment.
A Preapproved Payment is a payment in which you authorize a merchant to directly charge your Account on a one-time, regular, or sporadic basis. Preapproved Payments are sometimes called "subscriptions", "recurring payments”, “preauthorized transfers” or "automatic payments”. Within 2 Business Days of any Preapproved Payment made from your Account, you will receive a confirmation of this transaction by email.
Cancelling Preapproved Payments. You may cancel a Preapproved Payment by contacting the business account owner at any time up to 3 Business Days prior to the date you schedule the payment to be made. KWE holds no liability if there is dispute between you and the business account owner.
Receipt. You will receive the receipt after the successful payment transaction. As the agent of the business account, the charge will appear on your bank statement as “KWE Tec Inc.”. If you need an official receipt, please contact the business account directly.
4.2 Receive Money
Business Account owners can view each transaction, and request payment transfer at KWE’s website.
4.3 Taxes. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. PayPal is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
4.4 Refund Money
All refunds and reversals will be made in the same currency as the original transaction. If your transaction must be refunded or reversed and you do not have the correct currency available in your Balance, a currency conversion will be performed. we recommend that you have a published refund policy.
You may refund payment by login to your account, and select the transaction and choose “refund”. However, once you have requested the settlement of fund to your bank account, the refund function will no longer be available. If your choose to refund your customer after this point, you will need to refund from your own bank account.
4.5 Admin Fee
There may be additional applicable administrative fees for some payment transaction. The admin fee amount will be clearly stated on the KWE app, and it is user’s choice to bear the cost of the admin fee and make payment through KWE app.
5. Account Balances.
5.1 Balances. KWE will hold your funds balance separate from its corporate funds, and it will not use your funds for its operating expenses or for any other corporate purposes. KWE will not voluntarily make your funds available to its creditors in the event of bankruptcy. While your funds are in our custody, KWE will combine your funds with the funds of other Users and place those pooled funds into Pooled Accounts with one or more banks. These Pooled Accounts will be held in KWE's name for the benefit of its collective Users.
5.2 Assignment of Interest to KWE. You agree that you will not receive interest or other earnings on the funds that KWE handles as your agent and places in Pooled Accounts. In consideration for your use of the Services, you irrevocably transfer and assign to KWE any ownership right that you may have in any interest that may accrue on funds held in Pooled Accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants KWE any ownership right to the principal of the funds you maintain with KWE. In addition to or instead of earning interest on Pooled Accounts, KWE may receive a reduction in fees or expenses charged for banking services by the banks that hold your funds.
5.3 Negative Balances. If your Account has a negative Balance, KWE may setoff the negative Balance with any funds that you subsequently receive into your Account.
6. Withdrawing Money.
6.1 How to Withdraw Money. You may withdraw funds by electronically transferring them to your bank account. There are two options to withdraw money, by automatic withdraw after the set due date, or by manual withdraw request.
6.2 It will take 2 business days to have the fund reflected on your bank account, after either automatic or manual withdraw request.
7. DATA SECURITY. Business Account is responsible for the security of all equipment utilized by Business Account and is liable for any unauthorized use of such equipment, regardless of whether such unauthorized use was made by Payment Account, Payment Account’s employees, agents, customers or other third parties.
Business Account is responsible for keeping confidential all information relating to Payment Account’s customers. Except as specifically required by law, Business Account may not use, disclose or remit to any third party the names or account numbers or other transaction information appearing on a card or contained on its magnetic stripe or chip (or recorded on any document or form evidencing such information) for purposes other than for the sole purpose of completing a credit or debit transaction, as applicable.
8. TRANSFERABILITY. This Agreement is binding upon the parties, their heirs, successors, and assigns. The Agreement is not transferable by Business Account without the written consent of KWE, acting on behalf of itself and Member. Any attempt by Business Account to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Business Account agrees that the rights and obligations of KWE hereunder may be transferred by KWE without notice to Payment Account. Business Account agrees that the rights and obligations of Member hereunder may be transferred to any other payment network member without notice to Payment Account. Notice of any such assignment will be delivered to Business Account by KWE acting on behalf of itself and Member within a reasonable time thereafter.
9. LIMITATION OF LIABILITY. Neither Member nor KWE shall be liable for failure to provide the Services if such failure is due to any cause or condition beyond such party's reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labour or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, the errors or failures of third party systems, or other similar causes beyond such party's control.
It is agreed that in no event will KWE or Member be liable for any claim, loss, billing error, damage, or expense caused by KWE or Member's performance or failure to perform hereunder which is not reported in writing to KWE by Business Account within thirty (30) days of such failure to perform or, in the event of a billing error, within 60 days of the date of the invoice or applicable statement, and Business Account expressly waives any such claim that is not brought within the time periods stated herein.
10. TERM AND TERMINATION. This Agreement shall remain in full force and effect for the initial term set forth in the Business Account Application that is part of this Agreement and shall be automatically extended for successive renewal periods, the length thereof also set forth in the Business Account Application, on the same terms and conditions expressed herein, or as may be amended, unless Business Account gives written notice of termination at least ninety (90) days prior to the expiration of the initial term or any extension or renewals thereof, in which case this Agreement will terminate at the end of the then-current term.
Notwithstanding the foregoing, KWE may, on behalf of itself and Member, terminate the Agreement or any portion thereof upon written notice to Payment Account. Furthermore, KWE may, on behalf of itself and Member, terminate the Agreement at any time without notice upon Payment Account's default in performing under any provision of the Agreement, upon an unauthorized conversion of all or any part of Payment Account's or in the event KWE or Member reasonably deems itself insecure in continuing the Agreement.
During the initial or any renewal term of this Agreement, in the event of an increase in the fees or charges for the Services provided hereunder to Payment Account, Business Account may, by giving written notice to KWE at any time terminate this Agreement. In any event, the increased charges shall apply to services performed by KWE and Member after the effective date of the change.
In the event that KWE/Member breach the terms and conditions hereof, Business Account may, at its option, give written notice to KWE and Member of its intention to terminate the Agreement unless such breach is remedied within thirty (30) days of such notice.
11. AMENDMENTS. The Agreement may be amended only in writing signed by KWE, Member, and Payment Account, except that (a) any and all fees, charges, and/or discounts (including without limitation IDFs) may be changed by KWE or (b) the Card Acceptance Guide may be changed immediately by KWE and (c) KWE, on behalf of itself and Member, may mail Business Account either a notice describing amendments to the Agreement or an entirely new agreement, which amendments or new agreement will be binding upon Business Account if Business Account deposits sales drafts or credit vouchers after the effective date of such amendment or new agreement set forth in KWE’s notice.
12. WAIVER. No provision of the Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising on the part of any party hereto, any right, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
13. EXCHANGE OF INFORMATION. Business Account hereby authorizes KWE and/or Member to exchange information about Business Account (and about its partners, owners, principals, proprietors, officers, shareholders and managing agents that have provided their written consent pursuant to the Agreement) with other financial institutions, payment networks, and any other persons for the purpose of providing the services contemplated in the Agreement. Business Account authorizes KWE to use information concerning Business Account for data collection and aggregation for statistical analysis, marketing purposes and any other purposes relating thereto, and to disclose such information to any payment network, financial institution, or any other third party. From time to time, KWE may make information about Payment Account’s business available to entities that have products or services that may be of interest to Payment Account. It is understood, however, that personal information regarding Payment Account’s customers (“Personal Data”) shall not be used in any way by KWE or Member contrary to any applicable laws. KWE shall take all reasonable means and precautions to keep Personal Data confidential, and after the Personal Data is no longer needed to fulfil the purposes of this Agreement, such Personal Data shall be deleted or destroyed, as applicable, according to KWE’s regular established data retention schedule. KWE agrees to promptly respond to all inquiries from Business Account relating to the processing of Personal Data.
14. MISCELLANEOUS – CHOICE OF LAW / LEGAL ACTION. The Agreement will be governed by and construed solely in accordance with the laws of Ontario and the laws of Canada applicable therein, without regard to any conflicts of law provisions. Notwithstanding the foregoing, KWE may conduct such information searches or reviews as may be required by the laws of Canada. Should it be necessary for KWE or Member to defend or enforce any of its rights under this Agreement in any collection or legal action, Business Account agrees to reimburse KWE and/or Member, as applicable, for all costs and expenses, including reasonable attorneys’ fees, as a result of such collection or legal action. Business Account waives trial by jury and the right to interpose setoffs of any kind in any litigation arising out of or relating to this Agreement. If any provision of the Agreement is declared to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision, as to that jurisdiction, shall be ineffective to the extent of such invalidity, illegality or unenforceability and shall be severed from the balance of the Agreement, all without affecting the remaining provisions of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Paragraph headings are included for convenience only and are not to be used in interpreting the Agreement.
15. EFFECTIVE DATE. The Agreement shall become effective only upon acceptance by KWE and Member, or upon delivery of receivables at such locations as designated by KWE or Member for purchase, whichever event shall first occur.
16. DESIGNATION OF DEPOSITORY. The financial institution set forth in the Business Account Application is designated by Business Account as a depository institution for debits and credits hereunder. Business Account agrees that it must maintain an account with such depository at all times during the term of the Agreement and thereafter until all obligations of Business Account are paid in full hereunder. . If Business Account wishes to change its designated Business Account bank account, Business Account shall provide written notice of the new bank and/or account number to KWE Tec Inc. Such account change shall be effective on a date to be scheduled by KWE within thirty (30) days after KWE’s receipt of such notice. In the event that Business Account wishes to have payment for receivables purchased hereunder to be transferred at the end of each banking day to an account specified at a different financial institution specified by Business Account(“Push Funds”), Business Account will execute and deliver to KWE a Push Funds amendment, in the form specified by KWE, which will include a Push Funds Authorization and Direction document to be provided by KWE or Member to the newly designated financial institution.
17. FINANCIAL ACCOMMODATION. The acquisition and processing of sales drafts hereunder is a financial accommodation and, as such, in the event the Account becomes a debtor in bankruptcy or becomes subject to restructuring or insolvency proceedings, the Agreement cannot be assumed or enforced, and KWE and Member shall be excused from performance hereunder.
18. ELECTRONIC SIGNATURE. If the Account elects to execute this Agreement by electronic means, the Account acknowledges that under the Uniform Electronic Commerce Act (as may be modified by local law, the “UECA”) (or, in Quebec, “An Act to Establish a Legal Framework for Information Technology”), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) Account’s electronic signature is associated with the Agreement and related documents, (2) Account consents and intends to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of the applicable law set forth in this Section 31 and in Section 22.
By executing this Agreement by electronic means, Account agrees (i) that the Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents, (iii) that Account has the ability to print or otherwise store the Agreement and related documents, and (iv) to authorize KWE and/or Member to conduct an investigation of Payment Account’s credit history with various credit reporting and credit bureau agencies for the sole purpose of determining the approval of the applicant for Account status. This information is kept strictly confidential and will not be released.
19. LANGUAGE. The parties hereby acknowledge that they have required these agreements and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que le présent contrat ainsi que les documents qui s’y rattachent soient rédigés en langue anglaise.