Terms of use

Welcome to the Payworks website located at www.payworks.ca and webpages, content and services contained therein (the “Site”). Please read these Terms of Use (“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. 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” or “us.” The Terms were last updated on September 12, 2022.

Privacy

Please review Payworks’ Privacy Policy and Cookies Statement, which also governs 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.

Rights in the Site and Content

The Site and all information, materials, content, features and functionality provided, such as text, data, sound, messages, graphics, software and the HTML used to generate the pages (collectively, “content”), is owned or controlled by Payworks, its suppliers or licensors as the case may be, and is protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted by the Site or through its content are reserved.

Intellectual Property

Payworks Inc. and all related names, logos, product and service names, domain names, designs, images, and slogans are the trademarks and intellectual property of Payworks. You must not use such trademarks and intellectual property without the prior written permission of Payworks. 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, shall constitute an infringement or violation of the rights of Payworks and/or the respective owner(s) and may be a violation of laws.

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 expressly approved by Payworks in writing. You shall not directly or indirectly:

reproduce, copy, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, broadcast, sell, license or otherwise exploit any of the content on the Site, in any form or medium whatsoever;
modify, move, add to, delete or otherwise tamper with the content contained in the Site;
decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets or other proprietary content contained in the Site;
delete or alter any copyright, trademark, or other proprietary rights notices from content contained in the Site;
use this Site in a way that could impair, damage, overburden, or disable any Payworks accounts, systems or networks;
probe, scan, or test the vulnerability of the Site or Payworks systems or networks to breach security or authentication measures without proper authorization;
use hacking, password mining, or other methods to gain access to Payworks’ services without authorization, or otherwise attempt to obtain information not intentionally made available to you on this Site;
use any robot, spider, scraper or other automated means to access the Site or any Payworks accounts, systems or networks;
transmit any worms, viruses, spyware, malware, bugs or any other harmful code to or through the Site;
use the Site in any way that harms or prejudices the image or perception of the Site or Payworks to others receiving the content on the Site;
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; or
in any manner violate the terms of use of any third-party site that is linked to the Site, including but not limited to, any third-party social media site.

The following activities are also expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications, (ii) any use of the Site, which in Payworks’ sole judgment, degrades the reliability, speed, or operation of the Site or any underlying components thereof, (iii) submitting, uploading, distributing, making available to or otherwise disseminating through the Site (“Distributing” or “Distribute”) any User Content (as defined below) or other material or information of any kind that is libelous, tortious, defamatory, fraudulent, harmful, threatening, exploitive, hateful, obscene, pornographic, abusive, discriminatory, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services; and (iv) any use of the Site which is unlawful or in violation of these Terms.

User Content

The Site may now or in the future permit you to Distribute user content such as images, videos, text and audio (“User Content”). You will be solely responsible for any User Content and for any communication and activity related to the Site that occurs under your user name. You will also be liable for any loss or damage resulting, directly or indirectly, from the Distribution of your User Content. You hereby grant to Payworks a worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferrable right and license to use, reproduce, modify, adapt, publish, translate, distribute any and all User Content and/or to incorporate it in other works regardless of form, medium or technology.

Monitoring and Enforcement

Payworks has no obligation to, and does not and cannot review, every item of User Content that you and other users make available through the Site, and Payworks is not responsible for any of this User Content. However, Payworks reserves the right to monitor, delete and/or refuse to transmit, move, or edit any User Content, in whole or in part, without notice to you, it deems in its sole discretion, unacceptable, undesirable or in violation of any law. Payworks also has the right, without notice, to 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.

Third-Party Websites

For your convenience, this Site may provide links or pointers to third-party websites (“Third Party Sites”). We make no representations about the content of any such Third Party Sites, or any link contained in such a linked Third Party Site, or the company or individual offering products and services contained at such linked site, or the quality of same. If you choose to access any such Third Party Sites, 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. You acknowledge 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. 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, PRODUCTS 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, THE DISTRIBUTION OF YOUR USER CONTENT, AND ALL CONTENT, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE SHALL BE AT YOUR SOLE RISK.

PAYWORKS DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, IN CONNECTION WITH THE SITE, THE USER CONTENT AND DISTRIBUTION THEREOF, ANY THIRD PARTY SITES OR RESOURCES LINKED TO THE SITE, ALL PRODUCTS AND 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, 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; ANY SITE CONTENT, USER CONTENT AND DISTRIBUTION THEREOF, MATERIALS, POSTING, OR INFORMATION THEREON; ANY PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE; (B) ANY UNAUTHORIZED USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (D) 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.

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 AND IF APPLICABLE, TO CANCEL YOUR ACCOUNT.

INDEMNITY

BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO INDEMNIFY AND HOLD PAYWORKS 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 OF THE SITE; (B) YOUR ACTUAL OR ALLEGED BREACH OF THESE TERMS OF USE; (C) YOUR USE OF ANY THIRD PARTY SITES OR RESOURCES LINKED TO THE SITE; (D) YOUR ACTUAL OR ALLEGED INFRINGEMENT BY YOU, OR ANY THIRD PARTY USING YOUR ACCOUNT OR PASSWORD, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY; (E) ANY USER CONTENT YOU DISTRIBUTE ON OR THROUGH THE SITE OR WHICH IS SENT TO US BY E-MAIL OR OTHER CORRESPONDENCE; AND/OR (F) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR RIGHTS OF ANOTHER.

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 Manitoba, or any other judicial district or jurisdiction as Payworks may determine in any and all actions, disputes, or controversies relating hereto. 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, the User Content and Distribution thereof, these Terms of Use, any sites or resources linked to the Site and/or the products and 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. Notwithstanding the foregoing, any products or services which you purchase through the Site shall be subject to all terms and conditions relating to such purchase provided to you from time to time including, without limitation, all terms and conditions posted on the Site and all terms and conditions delivered to you (in any manner or form) in connection with any products or services purchased. 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., 1565 Willson Place, Winnipeg, MB, R3T 4H1. If you have any questions, concerns or comments about the Site, please contact us at: legal@payworks.ca.