Payworks General Terms of Use

Welcome to the Payworks website located at www.payworks.ca (together with all webpages and Content (defined below) contained therein, the “Site”). These terms of use (the “Terms”) govern access to and use of the Site by users (collectively, “you” or “your”). Please read these Terms carefully before accessing or using in any way (collectively “using” or “use”) the Site. All use of the Site is subject to these Terms, as amended from time to time. By using this Site, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree with these Terms, please do not use the Site. Payworks may modify the Terms at any time without notice or liability to you. Such modifications shall be effective immediately upon posting on the Site. Your continued use of the Site shall be deemed your conclusive acceptance of such modified Terms. In these Terms, “Payworks” means Payworks Inc., including its affiliates, officers, directors, employees, consultants, agents, representatives, partners, licensees or licensors, as applicable. From time to time in these Terms, Payworks is also referred to as “we”, “our” or “us.” The Terms were last updated on February, 2025.

Background

The Content provided on the Site is intended for general reference only, and may not describe all terms, conditions, exclusions, and exceptions applicable to Payworks’ products and services (the “Services”). All Payworks Services are subject to the terms, conditions, and exclusions of the conditions of use relevant to those Services. For example, and without limiting the generality of the foregoing, your use of Payworks’ self-service web application and mobile application is governed by Payworks’ End User License Agreement, and your use of Payworks' API is governed by Payworks' API License Agreement.

Although the Site may be accessible worldwide, we make no representation that Content on the Site or any of the Services are appropriate or available for use in locations outside Canada and accessing them from territories or jurisdictions where such Site, Content, or Services are illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any Service made in connection with the Site is void where prohibited.

Payworks reserves the right to modify or discontinue all or part of the Site at any time. Payworks will have no liability for any such modification or discontinuation.

Use of the Site

Your use of the Site is subject to these Terms. You may only use the Site for your personal and non-commercial use, unless otherwise expressly approved by Payworks in writing. You shall not, directly or indirectly, and shall not permit any other person to, access or use the Site except as expressly permitted by these Terms. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as these Terms expressly permit :

reproduce, copy, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, broadcast, sell, license, modify, move, add to, delete or otherwise exploit or tamper with any of the Content on the Site, in any form or medium whatsoever;
link to or frame the Site, or any portion thereof, except as may be expressly authorized by Payworks in writing; or bring-up or present Content of the Site within another website; frame any webpage from the Site; or archive, cache or mirror the Site, or any part thereof;
decompile, reverse engineer, disassemble, unlawfully use or reproduce, delete or alter any of the software, copyrighted or trademarked material, trade secrets or other proprietary content or proprietary rights notices contained on the Site;
transmit any worms, viruses, spyware, malware, bugs or any other harmful code to or through the Site;
use this Site in a way that could impair, damage, overburden, or disable any Payworks Services accounts, systems or networks;
probe, scan, or test the vulnerability of the Site or Payworks' Services, accounts, systems or networks;
use hacking, password mining, or other methods to gain access to Payworks’ Services, accounts, systems or networks without authorization, breach security or authentication measures, or otherwise attempt to obtain information not intentionally made available to you;
use any robot, spider, scraper or other automated means to access the Site or any Payworks Services, accounts, systems or networks;
use the Site in a way that, in Payworks’ sole judgment, (a) degrades the reliability, speed, or operation of the Application or any underlying components thereof, (b) harms or prejudices the image or perception of the Site or Payworks, or (c) is unlawful or violates these Terms;
in any manner violate the terms of use of any Third Party Site (defined below) that is linked to the Site, including but not limited to, any third-party social media site; or
bypass, disable or otherwise interfere with any security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content, or attempt to do any of the foregoing.

You are also expressly prohibited from collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications.

Enforcement

Your failure to comply with any of the above conditions and restrictions of use constitutes grounds for us to immediately, and in our sole discretion, terminate your access to and use of the Site. You agree that we may at any time, and at our sole discretion, without notice, terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms. In such event, we shall have no liability to you or any third party for your failure to comply with the Terms or any losses or damages that may result from your use of the Site, nor for any interruption or termination of your access to or use of the Site.

Privacy

By using the Site or submitting any information to Payworks through the Site, you agree to the terms of Payworks’ Privacy Policy and Cookies Statement, which also govern your visit to www.payworks.ca and are incorporated into these Terms by reference. We may modify the Payworks Privacy Policy and Cookies Statement at any time without notice or liability to you. Such modifications shall be effective immediately upon posting on the Site. By accepting these Terms, and each time you use the Site, you consent to the collection, use and disclosure of your personal information by Payworks in accordance with the Privacy Policy and Cookies Statement as they then read.

Payworks’ Intellectual Property & Rights in the Site and Content

Payworks or its suppliers or licensors, as the case may be, own all right, title, and interest in and to: (1) the Site, (2) any and all Site information, materials, content, features and functionality, such as, but not limited to, text, data, sound, messages, graphics, software, the HTML used to generate the pages, source code, and object code, (3) any and all Payworks’ names, logos, product and service names, domain names, designs, images, and slogans, and (4) any and all intellectual property rights in any of the foregoing (collectively, the “Content”). You must not use the Content without the prior written permission of Payworks. Nothing contained in the Site should be considered as granting, by implication, estoppel, or otherwise, any license or right to use in any manner any Content. Use of any Content, except as expressly authorized by Payworks, shall constitute an infringement or violation of the rights of Payworks and may be a violation of law. All rights not expressly granted by Payworks in these Terms are reserved.

Third-Party Intellectual Property

Other names, logos, product and service names, domain names, designs, images, and slogans mentioned, or which appear on this Site are the trademarks and/or intellectual property of their respective owners. Nothing contained on the Site should be considered as granting, by implication, estoppel, or otherwise, any license or right to use in any manner any such trademarks and/or intellectual property contained therein. Use of any such trademarks and/or intellectual property, except as expressly authorized by their respective owners, shall constitute an infringement or violation of the rights of the respective owner(s) and may be a violation of law.

Third-Party Websites

For your convenience, this Site may provide links or pointers to third-party websites or otherwise include references to information, documents, software, materials and/or services provided by third-parties (“Third Party Sites”). We make no representations about (1) the content of any such Third Party Site, (2) any link contained in any such Third Party Site, (3) the company or individual offering products and services on such Third Party Site, or (4) the quality of products and services on such Third Party Site. The inclusion of such Third Party Sites does not imply endorsement of, or association with, any third party by Payworks, or any warranty of any kind, either express or implied.

You acknowledge that Third Party Sites are not under our control, and that we are not responsible for the accuracy, copyright compliance, privacy practices, legality, decency, or any other aspect of the content of such Third Party Sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. You further acknowledge that if you choose to access any such Third Party Site, you do so entirely at your own risk. Third-parties may have their own, possibly different, terms or policies relating to your use of their sites. We encourage you to read any applicable terms or policies carefully before using any Third Party Sites. You acknowledge and agree that Payworks shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advice, advertising, products, services or other materials available on or through any such Third Party Sites. You hereby waive any legal or equitable rights or remedies you have or may have against Payworks with respect such Third Party Sites. Payworks reserves the right to terminate any links or pointers, or linking program, at any time.

DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

CONTENT ON THE SITE IS POSTED WITHOUT NOTICE AND AT SUCH TIMES AS PAYWORKS DETERMINES IN ITS SOLE DISCRETION. THE SITE IS FOR CONVENIENCE AND INFORMATIONAL PURPOSES ONLY AND IT IS NOT INTENDED TO CONVEY ADVICE OR RECOMMENDATIONS, OR MEET ANY PARTICULAR USER’S NEED. YOU AGREE THAT THE SITE AND ALL CONTENT AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY PAYWORKS ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU FURTHER AGREE THAT YOUR USE OF THE SITE AND ALL CONTENT AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE SHALL BE AT YOUR SOLE RISK. PAYWORKS DISCLAIMS RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE.

PAYWORKS DISCLAIMS, TO THE FULLEST EXTENT PERMITTED, ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, IN CONNECTION WITH THE SITE, ANY THIRD PARTY SITES OR RESOURCES LINKED TO THE SITE, ALL SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE, AVAILABILITY, FUNCTIONALITY, QUALITY, NON-INFRINGEMENT, SECURITY, ACCURACY, RELIABILITY, COMPLETENESS, SUITABILITY OR ANY IMPLIED WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PAYWORKS ALSO CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, UNINTERRUPTED, FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY.

UNDER NO CIRCUMSTANCE WILL PAYWORKS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH (A) YOUR USE, OR INABILITY TO USE, OR YOUR RELIANCE ON, THE SITE, ANY THIRD PARTY SITES OR RESOURCES LINKED TO THE SITE; (B) ANY SITE CONTENT; (C) ANY SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE; (D) ANY UNAUTHORIZED USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (F) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW; AND (G) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET.

IF YOU USE THE SITE, YOU ARE AGREEING THAT THIS LIMITATION OF LIABILITY IS REASONABLE AND IN KEEPING WITH THE NATURE OF THE SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH PAYWORKS IS TO STOP USING THE SITE. NOTWITHSTANDING THESE TERMS, IF PAYWORKS SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED $100.00 CAD. YOU AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED UPON ALLOCATION OF RISK BETWEEN YOU AND PAYWORKS WHICH CONSIDERS THE FEES, IF ANY, PAYWORKS CHARGES YOU TO USE THE SITE. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, PAYWORKS WOULD NOT PROVIDE THE SITE TO YOU.

INDEMNITY

BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO INDEMNIFY AND HOLD PAYWORKS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CLAIMS, PROCEEDINGS, COSTS, DAMAGES, DEMANDS, LIABILITIES, OR EXPENSES, WHATSOEVER, INCLUDING REASONABLE LEGAL FEES AND DISBURSEMENTS, ARISING OUT OF, SUSTAINED, INCURRED OR PAID BY US, DIRECTLY OR INDIRECTLY, IN RESPECT OF (A) YOUR USE OR MISUSE OF THE SITE; (B) YOUR ACTUAL OR ALLEGED BREACH OF THESE TERMS; (C) YOUR USE OF ANY THIRD PARTY SITES OR RESOURCES LINKED TO THE SITE; (D) ACTUAL OR ALLEGED INFRINGEMENT BY YOU OF ANY INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHT OF ANY PERSON OR ENTITY; AND/OR (E) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR RIGHTS OF ANOTHER. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS AND YOUR USE OF THE SITE.

Feedback

You are under no obligation to provide to Payworks with your ideas, suggestions, or proposals ("Feedback"). If you do submit Feedback to us, however, then you grant Payworks a worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable license to make, use, sell, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform your Feedback. If Payworks does use your Feedback, we do so without any obligation or compensation to you.

Electronic Communications

When you visit www.payworks.ca or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that any communications that we provide to you electronically satisfies any legal requirement that such communications be in writing.

Miscellaneous Terms

These Terms are governed by and construed in accordance with the laws of the province of Manitoba and the laws of Canada applicable therein, and shall be treated in all respects as a Manitoba contract without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Winnipeg, Manitoba. You agree to waive any right that you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against Payworks related to the Site, Content, these Terms, any Third Party Sites or resources linked to the Site and/or the Services included on or otherwise made available to you through the Site. You also agree to opt out of any class proceedings against Payworks.

These Terms and any operating rules, policies, guidelines or other agreements posted on the Site by Payworks, each of which is incorporated herein by reference and which may be modified by Payworks from time to time without notice to you, constitute the entire agreement between Payworks and you with respect to your use of the Site. Some areas or Content on this Site might have additional requirements and rules that apply to your use of the Site. If these Terms are inconsistent or conflict with such additional requirements and rules, the specific area or Content’s additional requirements and rules shall have precedence over these Terms.

Failure by Payworks to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective as against Payworks unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. If any provisions contained herein shall be determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such termination shall not affect the remaining provisions contained herein. Payworks may assign these Terms to any third party. These Terms cannot be assigned or transferred, in whole or in part, by you.

Contact

This Site is operated by Payworks Inc., 80 Payworks Way, Winnipeg, MB, R3Y 2L5. If you have any questions, concerns or comments about the Site, please contact us at: legal@payworks.ca.