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STEP 1 - INFORMATION

IMPORTANT !
Complete each field with the correct information as it pertains to your business. It is critically important enter an accurate mailing address to ensure that your commission checks are delivered

Mr Miss/Ms

Company name

Website URL

Last name

First name

Address

City

State/Province

Country

Zip/Postal code

Contact number

To what name are commission checks payable?

How many unique visitors does your website have per month?

What type of product do you plan to sell?

Please confirm the security code below.

Terms

IF YOU CLICK “AGREE”, YOU ACCEPT TO BE A PARTY TO THIS AGREEMENT TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENCES, IF ANY, AND CARRIER’S TERMS AND CONDITIONS OF SERVICE (COLLECTIVELY, THE “AGREEMENT”), TO BE BOUND BY ITS TERMS AND CONDITIONS AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.  THE PERSON DULY SUBMITTING THE ONLINE REGISTRATION FORM (THE “REGISTRATION FORM”) LINKED TO THIS DOCUMENT OR THE PERSON SIGNING THE PREVIOUS FRONT PAGE IF IN PAPER OR THE ENTITY ON WHOSE BEHALF IT IS SUBMITTED IS HEREINAFTER REFERRED TO AS THE “MERCHANT”. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK “AGREE”, DO NOT ACCESS the telnip SOLUTION IN ANY MANNER AND DO NOT USE THE SERVICES AND SOLUTION.
        
1. Effective Date.  The effective date (“Effective Date”) of this Agreement is when the Merchant accepts this Agreement.

2. Consent to Electronic Documents.  Merchant hereby consents to the exchange of information and documents between the parties electronically over the Internet or by e-mail, if to Merchant at its electronic address communicated to PaymentPin in the Registration Form, or if to PaymentPin at any given email address registered at the PaymentPin domain name in use.

3. Services.   PaymentPin shall provide the following PaymentPin Generation services to the Merchant (collectively, the “Services”):

4. Land line billing services. Upon Merchant’s customer (“Customer”) dialing the phone number provided by PaymentPin which the Merchant shall post on its website through the PaymentPin Interface (the “Interface”), PaymentPin’s Solution shall answer the Customer’s call and, following a 18 second preamble greeting the Customer and offering an opportunity to hang up the phone before Customer gets charged, PaymentPin shall then generate a pin code for the Customer to enter unto the Interface on the Merchant’s website as a payment corresponding to a predetermined price point (“Price Point”) for Merchant’s sales of services or products (“Merchant’s Sales”). PaymentPin’s Solution shall automatically terminate the phone communication after 60 seconds;

5. Mobile billing services. Upon Customer following the instructions provided by PaymentPin on the Interface on the Merchant’s website (which shall normally consist of either texting a code to a number indicated by PaymentPin or entering its mobile phone number), PaymentPin shall then generate a pin code for the Customer to enter on the Interface on the Merchant’s website as a payment corresponding to a predetermined price point for Merchant’s Sales;

6. Pay-out. PaymentPin’s Services shall be available for the telephone and mobile carriers (the “Carriers”) identified from time to time on PaymentPin’s Interface. PaymentPin may remove or add any Carriers from its Services at anytime. Carriers shall invoice the Customer on Customer’s Carrier invoice for Merchant’s Sales and collect payment thereof. Following receipt of payment from Carriers, PaymentPin shall pay to the Merchant the payout (“Payout”) corresponding to the Price Point indicated from time to time on PaymentPin’s website.

7. Software and equipment. PaymentPin shall be responsible for providing, maintaining and hosting the software, Interface, Solution and equipment required to provide the Services.

8. Registration.
In order to use the Services, Merchant agrees to open an account with PaymentPin by completing the Registration Form.  Merchant agrees to provide accurate, current and complete information as required to register with PaymentPin and open an account, and to maintain this information accurate, current and complete. PaymentPin will provide Merchant with a username and password to use the Services and view account activity. Merchant agrees to safeguard its username and password and not disclose or transfer these to others. PaymentPin will not be liable for any loss that Merchant may incur as a result of someone else using its account, username or password, either with or without its knowledge.  However, Merchant could be held liable for losses incurred by PaymentPin or another party due to a third party using Merchant’s account, username or password.

9. Statements. The account activity details provided by PaymentPin are for information purposes only and PaymentPin does not warrant the accuracy of any such statements by PaymentPin.

10. Advertising. Merchant shall prominently display PaymentPin’s payment Solution on its website and at least equally with other payment solutions, including without limitation, on its payment option pages. PaymentPin hereby grants to Merchant a non-exclusive, non-transferable license to use PaymentPin’s logo and trademark, as well as certain publicity devices or pages of PaymentPin and made available by PaymentPin, including the Interface, in all cases solely on Merchant’s website and solely for the purpose of this Agreement and in accordance with PaymentPin’s instructions. Merchant shall mention on all of its publicity of the Services at least the following information: the cost per call that will be billed to the Customer, the services or product purchased, the requirement to be at least 18 years of age to use the payment Solution and the requirement for a “touch tone” phone to use the Services.

11. Payment terms. On a monthly basis, on or about the 22nd day of each month, PaymentPin shall provide Merchant with a statement of payments received from the Carriers for Merchant’s Sales occurring during the calendar month ending 90 days prior and shall pay to Merchant on or about the 22nd day following such monthly account, the Payout calculated in accordance with section 6 above, subject to the following. Payments received from the Carriers are final and not subject to investigation, appeal or correction and PaymentPin shall not be responsible for any shortages of payments or inaccuracies from Carriers and shall have no obligation to justify such shortages. Should there be any shortages in a given period, the difference shall be applied proportionately as a reduction to all transactions during such period. Merchant acknowledges that the Carriers do not provide information on a transaction basis that would otherwise allow to attribute the shortage to specific transactions. Merchant acknowledges such risk and releases PaymentPin from any responsibility with respect thereof.  PaymentPin shall provide detailed invoices of the Price Point Pin purchased and the corresponding Payouts.

12. Deposit. PaymentPin shall be entitled to invoice in addition to the Merchant’s Sales an amount equal to 10% of Merchant’s Sales during the preceding month and to withhold such amount as a deposit and reserve for bad debts (“Deposit”) which a Carrier may claim in the event of collection issues with respect to Merchant’s Sales. PaymentPin shall hold the Deposit for a period of 7 months at which point it shall remit the monthly portions thereof less any actual bad debts. Should the actual bad debts exceed the Deposit at any time, PaymentPin shall be entitled to deduct the difference from future Merchant’s Sales. PaymentPin may, acting reasonably, increase the Deposit according to the actual proportion of bad debts. In the event of termination of the Agreement, PaymentPin may continue to hold the Deposit for a period of 7 months following termination to cover any claims that a Carrier may have. Merchant shall be responsible for bad debts of Merchant’s Customers and assumes the loss thereof to the full exoneration of PaymentPin.

13. Sales Taxes on Merchant’s Sales. Merchant’s Sales shall not include any sales taxes applicable including VAT, GST, QST, HST (“Sales Taxes”) and PaymentPin shall have no responsibility to collect Sales Taxes. It is imperative that the Merchant provide to PaymentPin its sales tax account number and details necessary to allow the Carriers to collect and remit such Sales Taxes to the appropriate government authority, failing which PaymentPin may terminate the present Agreement.

14. Taxes on the Services. All taxes applicable to the Services are in addition to the PaymentPin’s Fees. In the event that Merchant is a non resident of Canada and that withholding taxes are applicable on the Services in Merchant’s jurisdiction and provided Merchant notifies PaymentPin thereof, it is agreed that the amount of PaymentPin’s invoices shall be grossed up by an amount equivalent to the amount of the withholding tax that Merchant is legally obliged to withhold in accordance with applicable laws so that PaymentPin may receive the total net amount of the invoices without any deduction or withholding. Merchant agrees to collaborate with PaymentPin to give effect to the present provision and to execute any document that may be necessary in virtue thereof.

15. Carriers’ Terms and Conditions. Merchant shall comply with the terms and conditions of the Carriers relating to the Services, as same may be modified from time to time by Carriers.

16. Termination. PaymentPin may, at its sole discretion, terminate or suspend this Agreement resulting from Merchant’s failure to fulfill or comply with any obligation under this Agreement. Merchant may terminate this Agreement at any time, for any reason, with or without cause.

17. Intellectual Property. Neither party shall acquire any intellectual property rights into the trademarks of the other party and agree not to seek to obtain the registration of a trademark or combination of words that could create confusion with the trademark of the other party, the whole unless such party has obtained the prior written approval of the other party and has agreed to transfer all of its rights in such trademark. The parties make no representation as to the validity and rights conferred by their respective trademarks. Merchant shall not acquire any intellectual property rights into the Interface, the Services or the Solution other than the license right granted in accordance with the terms and conditions of this Agreement, to use the Solution. Any modification or improvement made upon the Solution shall belong to PaymentPin and Merchant shall execute any document reasonably requested by PaymentPin to give effect to the above.

18. Confidentiality. Each of the parties has developed and is the owner of confidential information relating to its business including information on its products, projects, inventions, market, its R&D, finance operations, marketing, clients and present and potential partners, pricing (the “Confidential Information”). Each of the parties hereto as well as its officers, employees and representatives shall (i) maintain the Confidential Information secret and shall not, directly or indirectly, disclose any part thereof to anyone, without the prior written consent of the other party; (ii) not, directly or indirectly, use the Confidential Information without the prior written consent of the other party for any other purpose than the ones necessary in order to accomplish the obligations under the present Agreement; and (iii) only disclose the Confidential Information to its Officers, employees and representatives on a need to know basis and provided they are made aware of the confidential nature of the Confidential Information. The provisions of this section 14 shall not apply to Confidential Information that: (i) is already known to the other party and was not obtained through such other party; (ii) was already publicly available or known; (iii) is required to be disclosed in virtue of applicable laws.

19. Force Majeure. Neither of the parties shall be liable for any non-performance, omission or delay in the performance of its obligations pursuant to the Agreement if such non-performance, omission or delay is attributable to an event of Force Majeure.  For the purposes of this Section, “Force Majeure” means a strike, lock out or other labour dispute, popular uprising, sabotage, fire, flood, explosion, an act of any government and any other unforeseeable and unavoidable event that constitutes an event of Force Majeure according to the applicable rules of law. If, due to such an event of Force Majeure, either of the parties is unable to perform its obligations pursuant to the Agreement, the performance of the said obligations, to the extent it is affected by the event of Force Majeure, shall be suspended for the duration of the event of Force Majeure only.

20. Hosting and Maintenance. PaymentPin will use reasonable commercial efforts to ensure that the Server(s)’s Interface are linked to the Internet on an ongoing basis, subject to the provisions hereof, including without limitation, provisions dealing with maintenance and system availability. The Interface may be temporarily restricted, limited, or denied for technical reasons as may be necessary to maintain, modify, or otherwise repair the network, the hardware or any other facilities of PaymentPin or its third party service providers at any time, without prior notice. While PaymentPin will work diligently to correct any unexpected downtime in its reasonable control, Merchant acknowledges and agrees that occasional system downtime or maintenance may be required.

21. Disclaimer and Limitation of Liability.

Except as provided herein, the Services and the Solution are provided “as is”. PaymentPin gives no warranty, express or implied, with respect to the Services, including collection of the Merchant’s Sales.  The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by applicable law.  PaymentPin hereby excludes any and all implied warranties or conditions of merchantability, merchantable quality, or fitness for any purpose, particular, specific or otherwise to the fullest extent permitted by applicable laws or regulations.

PaymentPin will have no liability under this Agreement to Merchant for any indirect, consequential, special, incidental, exemplary or punitive damages or similar damages or losses of any nature whatsoever, including, without limitation, for any loss of clientele, sales or profits, regardless of whether arising from breach of contract, warranty, tort, delict, quasi-delict, strict liability or otherwise, even if the party is advised of the possibility of such damage or loss or if such loss or damage could have been reasonably foreseen. IN NO EVENT WILL PAYMENTPIN BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED DATA SYNCHRONISATION, FAILED MESSAGES, DAMAGES ARISING AS A RESULT OF TRANSMISSION ERRORS OR PROBLEMS, TELECOMMUNICATIONS SERVICE PROVIDERS, ANY OF PAYMENTPIN’S CONTRACTORS, THE INTERNET BACKBONE, THIRD-PARTY SUPPLIERS OF PRODUCTS OR SERVICES, DAMAGES OR LOSSES CAUSED BY MERCHANT, OR ITS RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS, OR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF PAYMENTPIN.

PaymentPin’s entire liability may not exceed the portion of fees that PaymentPin effectively retains for Services rendered by PaymentPin in the twelve (12) months preceding the incident which is the basis of the claim against PaymentPin. Merchant agrees that PaymentPin’s suppliers will have no liability of any kind under or as a result of this Agreement.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE located at www.paymentnip.com (the “website”) IS DONE AT MERCHANT’S OWN DISCRETION AND RISK.  MERCHANT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MERCHANT’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING SUCH MATERIAL. THE TRANSMISSION OF INFORMATION ON THE INTERNET CAN BE INTERCEPTED BY THIRD PARTIES. THEREFORE, NONE OF PAYMENTPIN OR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS, WILL BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE INTERCEPTION OF CONFIDENTIAL INFORMATION MERCHANT OR ITS CUSTOMER MAY COMMUNICATE OVER THE INTERNET.

PAYMENTPIN HAS NOT REVIEWED ALL OF THE SITES LINKED TO THE WEBSITE AND DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY CONTENT, INFORMATION OR MATERIALS POSTED ON ANOTHER SITE LINKED DIRECTLY OR INDIRECTLY TO THIS WEBSITE.  THE INCLUSION OF ANY LINK TO A WEBSITE DOES NOT IMPLY ENDORSEMENT BY PAYMENTPIN OF SUCH WEBSITE.  USE OF ANY SUCH LINKED WEBSITE IS AT MERCHANT’S OWN RISK.

22. Indemnification. Each party will defend, indemnify and save harmless the other and any of its shareholders, directors, officers, employees and agents (the “Indemnitees”) from and against all damages, losses liabilities, fines, costs and expenses (including reasonable attorneys’ fees and costs) (collectively, “Losses”), incurred by or awarded, asserted or claimed against the other party or its Indemnitees in connection with this Agreement which are attributable, in whole or in part, to any negligent or wilful activities, omissions or breaches by the indemnifying party of its obligations or representations or warranties hereunder.  Without limiting the generality of the foregoing, Merchant will defend, indemnify and save harmless PaymentPin and its Indemnitees against any Losses incurred by or awarded, asserted or claimed against PaymentPin and/or its Indemnitees resulting notably from any claim, suit, action, proceeding or demand, founded or unfounded, made or lodged by any third party against PaymentPin and/or any of its Indemnitees or in which PaymentPin and/or any of its Indemnitees are impleaded, alleging, inter alia, the non-payment of Carrier’s Fees, Sales Taxes or any bad debt of Merchant’s Sales claimed by the Carriers.

23. Modifications to Services.  PaymentPin reserves the sole right to either modify or discontinue the Services, including any features therein at any time without notice.  PaymentPin will not be liable to Merchant or any third party should PaymentPin exercise such right, provided PaymentPin pays to Merchant any amounts owed in virtue hereof.

24. Governing Law.  This Agreement and all related transactions will be governed by the laws of the Province of Québec and the applicable laws of Canada, without reference to the principles of conflict of laws.

25. Resolution of Disputes. Any dispute, controversy or claim arising out of or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, will be resolved by final and binding arbitration under the ADR Chambers Arbitration Rules (available via the Internet at http://adrchambers.com/ca/) by one arbitrator appointed in accordance with the said Rules.  Neither party will submit the Dispute for adjudication before the civil courts of any jurisdiction. If Merchant is a natural person (an individual), this section 250 may not apply if consumer protection laws in the jurisdiction where Merchant resides deem it invalid.

26. References. Merchant hereby consents to PaymentPin using Merchant’s name in its list of references and in advertising, written sales promotion, or other publicity matters referring to its list of customers, whether it be in print or digital publications or on its website.

27. No assignment. Merchant may not assign its rights or obligations under this Agreement without the express written consent of PaymentPin.

28. Survival. The provisions of sections 17, 18, 21 and 22 shall survive the termination of this Agreement.

29. Enurement. This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.

30. Severability. The provisions of this Agreement shall be deemed severable. In the event that any provision of this Agreement is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

31. Entire Agreement. This Agreement, together with all other agreements, terms or conditions incorporated or referred to herein constitute the entire agreement between Merchant and PaymentPin relating to the subject matter hereof, the use of this website and any transactions conducted on or from this website, and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter hereof, and may not be amended or modified except in writing.

32. No waiver. The failure of PaymentPin to enforce any provision of this Agreement or to respond to a breach by Merchant or any third party of this Agreement shall not in any way waive the right of PaymentPin to subsequently enforce any of the terms and conditions contained herein or to act with respect to similar breaches.

33. Language. The parties have required this Agreement to be drafted in English. Les parties reconnaissent avoir exigé que la présente convention soit rédigée en anglais.

34. Privacy Policy.  PaymentPin respects your privacy. To review a copy of our privacy policy outlining the collection, use and disclosure of your personal information, please click on the Privacy link on our website.

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