Payments Services Agreement

1. Payments Services Agreement

1.1. This Payments Services Agreement (the “Agreement”) applies to your access and use of the Payments Services (as defined below) offered by Shakepay Financial Inc., a Canadian federal corporation headquartered in Montreal, Canada (“SFI”, or “we”, “us”, “our”).

1.2. Please read the Agreement carefully. By activating and/or using the Payments Services, or by accepting any set of terms referencing this Agreement, you acknowledge that you have read, understood and accepted the terms of this Agreement (as it may be amended from time to time).

1.3. Because we strive to constantly improve our Services and develop new features for you and our community, we may amend the Agreement at any time by posting a revised version of the Agreement on our website (the “Website”), our mobile or web application, or by providing a copy directly to you via email, hyperlink or otherwise. It is your responsibility to check the Agreement periodically for changes, even though SFI may provide you with a notice of changes made to the Agreement. The amended Agreement will become effective as of the time it is posted, but will not apply retroactively. Your continued use of the Payments Services, after the posting of the amended Agreement, constitutes your acceptance of such amended Agreement, unless a different acceptance mechanism is expressly provided. If you do not agree with any amendment, your sole and exclusive remedy is to discontinue using the Payments Services.

1. Payments Services

2.1. SFI provides various financial services (the “Payment Services”), including but not limited to a bill payment service (“Pay a Bill”) and a prepaid Visa* card (the “Shakepay Card”) issued by a bank (the “Issuer”). The Payments Services are accessible through and based on Internet, and offered via our Website, our mobile or web application, or by other means made possible by technological means (the “Shakepay Platform”). SFI may modify, expand, suspend, or cancel the Payments Services at any time, at its sole discretion.

2.2. Additional services directly or indirectly provided by SFI may be offered to you from time to time, which are subject to this Agreement and may be subject to supplemental terms and conditions in addition to the Agreement.

2.3. SFI is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Service Business (MSB). You acknowledge that funds held with Shakepay Financial Inc. are not protected by the Canadian Investor Protection Fund (“CIPF”) and are not held in trust at a Canada Deposit Insurance Corporation (“CDIC”) member institution, or protected by any other investor protection insurance scheme.

1. Eligibility and Account

3.1. To access and use the Payments Services, you must open and maintain an account with SFI (a “SFI Account”) and Shakepay Inc. (a “SP Account”). You understand that, to do so, you must agree to the terms contained in the Customer Account Agreement available here and satisfy all eligibility requirements necessary for maintaining such a SP Account.

3.2. You acknowledge that SFI and Shakepay Inc. may exchange information, such as, but not limited to, account balance and other data, regarding your SFI Account and SP Account in order to facilitate your use of the Payments Services and other services available on the Shakepay Platform. Any such exchange will be subject to the Privacy Policy available here and incorporated by reference.

3.3. To complete most transactions, you usually have to first send Canadian dollars (the “Funds”) from your external bank account to your SP Account using a pre-approved method (e.g. Interac e-TransferⓇ, wire transfer, etc.). Other acceptable funding or withdrawing methods may be available, which may change from time to time. SFI and Shakepay Inc. will automatically transfer money to/from your SP Account and SFI Account to facilitate transactions on the Shakepay Platform.

3.4. SFI may in its sole discretion and without prior notice or justification refuse to give you access to the Payments Services, suspend your access to the Payments Services, or otherwise restrict some features or permissions related to the Payments Services. Such actions may be applied for various reasons such as i) to perform a scheduled maintenance, ii) as a result of any non-compliance or potential non-compliance with the terms of this Agreement or applicable regulatory requirements, iii) to address security, fraud, legal or reputational concerns or risks, iv) to conduct internal investigations, v) for regulatory or contractual reasons or (vi) other causes beyond SFI’s control. You acknowledge that, if we do not communicate with you and you realize that your access to the Payments Services has been suspended or limited, it is your responsibility to reach out to our customer service team members.

3.5. As part of the activation process for the Payments Services, and from time to time afterwards (e.g. when we conduct investigations, expand our product offering, or as required by law), you may be asked to provide or update information about yourself (or your organization) and your contemplated use of the Payments Services. You agree to always provide complete, truthful and accurate information, as well as authentic documents, when requested by SFI. You are also expected to promptly and proactively update your information to maintain their integrity and accuracy. You understand and agree that, from time to time, SFI may require you to submit additional information about yourself (or your organization) or complete further verification steps, and that failure to comply may preclude your continued use of or access to the Payments Services.

1. Prohibited Uses

4.1. You may not use the Payments Services to conduct any unlawful activity which would violate any law, statute, regulation, or sanctions programs, including banking laws, or which would involve proceeds of any unlawful activity, or the publishing, distributing or disseminating of any unlawful material or information. Without limiting the generality of the foregoing, you may not use our Payments Services to i) pay for, support or otherwise engage, directly or indirectly, in any illegal gambling activities, fraud, money-laundering, terrorist activities or other illegal activities, or ii) engage in transactions involving activities that infringe, violate or harm any copyright, trademark, right of publicity or privacy or any other proprietary right under applicable law (including SFI’s intellectual property).

4.2. You may not use our Payments Services in any manner that could interfere with, disrupt, negatively affect, inhibit other customers from fully enjoying the Payments Services, or that could damage, disable, overburden or impair the functioning of the Payments Services in any manner. Without limiting the generality of the foregoing, you may not i) communicate with SFI staff (and especially our customer service team members) in a way that is not respectful and courteous, or otherwise harass, make threats or use any defamatory, libelous, harmful, hateful, or racially/ethnically offensive or abusive language with our staff or other SFI customers, ii) violate SFI’s policies (including our Anti-Money Laundering/Terrorist Financing policies) or otherwise engage in money laundering techniques (e.g. smurfing), iii) use or attempt to use another customer's account (by impersonation or otherwise), allow another person to access and use the Payments Services using your account or make any transaction on behalf of any third party, iv) attempt to circumvent any security measure or control we employ, or attempt to access any feature or area of our Services that you are not authorized to access, v) develop any third-party applications that interact with our Payments Services without our prior written consent, vi) use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Payments Services or to extract data, vii) encourage or induce any third party to engage in any of the activities prohibited under this subsection 4.2, or viii) use the Payments Services to take advantage of or profit from any technical glitch, malfunction, failure, delay, default or security breach.

4.3. To ensure compliance with your obligations or the prohibitions listed in this Section 4 or in SFI policies (including our Anti-Money Laundering/Terrorist Financing policies), SFI (or its service providers, partners and regulators) has the right to monitor, supervise and investigate the activity on your account and the transactions that you are making on the Payments Services. We may, at any time, request that you collaborate with SFI in these investigations, including asking you to provide more information regarding the source of Funds (as defined in the Customer Account Agreement) being deposited or transferred into your SP Account or SFI Account. You agree to assist us in these investigations to the best of your knowledge. SFI may unilaterally determine whether you have violated your obligations or the prohibitions listed in this Section 4 or its policies.

4.4. If SFI determines, at its sole discretion, that you may have violated your obligations or the prohibitions listed in this Section 4, or its policies (including our Anti-Money Laundering/Terrorist Financing policies), SFI may take actions without your consent, prior notice or justification, including without being limited to: i) restricting your rights and permissions on the Payments Services, ii) blocking, freezing, suspending or closing your account or any transactions, iii) requiring that you provide us with Funds wire transfer instructions to a Canadian financial institution, iv) reporting you to our banking partners, the Issuer, service providers, relevant financial intelligence agency, securities regulators, or law enforcement authorities, and vii) deleting any information that you published that are found to be in violations of the Agreement or the law.

1. Payments Services

5.1. Card

5.1.1. The Shakepay Card is optional and may be available in physical and virtual versions. The Shakepay Card is issued by the Issuer, not by SFI. In order to obtain the Shakepay Card, you may be asked to provide additional information in order for SFI and the Issuer to prevent money laundering, fraud and other risks. Your use of the Shakepay Card is also subject to a separate agreement between you and the Issuer (the “Cardholder Agreement”) available here. You shall comply with the terms of the Cardholder Agreement. You consent to SFI obtaining and sending information concerning your Shakepay Card to, from and among you, SFI, Shakepay Inc., and the Issuer. You acknowledge that you are not eligible for the Shakepay Card if you have tax obligations in other countries. By agreeing to these terms, you certify that you are not a U.S. citizen, you have no tax obligations in other countries, and you will notify us within 30 days should this status change.

5.1.2. Our role with respect to the Shakepay Card is to serve as a conduit of information to, from and among you, the Issuer and SFI. Transactions made with the Shakepay Card will be listed on your SFI Account. Certain other information about your Shakepay Card may also be available on your SFI Account, including the Shakepay Card balance and your transaction history.

5.1.3. When you use your Shakepay Card, you hereby authorize SFI to deduct the value of each such Shakepay Card transaction and any related fees or taxes, if any, from your available Canadian dollar balanceount or SFI Account does not hold sufficient Canadian dollars, your Shakepay Card transaction shall not go through. If, in a rare occurrence, the Shakepay Card transaction should go through when you do not have the sufficient Canadian dollar balance, you hereby authorize us to offset any amounts you owe us against any other balances you may hold within your SFI or SPI account, and you authorize us to purchase from you the amount of Crypto Asset, that is equivalent to the Canadian dollar value of the Shakepay Card transaction. The Crypto Asset will be purchased from you at the then applicable price posted on the SP Account, to cover the cost of your Shakepay Card transaction, plus any related fees or any of your liability hereunder. If your SP Account lacks sufficient Crypto Asset to cover such a Shakepay Card transaction, you shall immediately settle to us the amount of the shortfall, plus any related fees or any of your liability hereunder, without demand or delay.

5.1.4. You can load Canadian dollars to your Shakepay Card through the methods listed on the Payments Services, as they are modified from time to time. SFI is not responsible for the Canadian dollars loaded on your Shakepay Card, the Issuer carries that responsibility under your Cardholder Agreement.

5.1.5. If you complete a Shakepay Card transaction in a foreign currency, you agree that you will be charged a foreign transaction fee, as indicated in the Cardholder Agreement and/or the Payments Services. All foreign currencies will be converted to Canadian dollars.

5.1.6. You are liable for all transactions initiated using your Shakepay Card. Without limitation, in the event that SFI becomes liable to the Issuer for any transaction or other liability arising from or related to your Shakepay Card, you shall indemnify and hold us harmless for such amounts.

5.1.7. If you lose your Shakepay Card or have a reason to believe that someone has or may attempt to make an unauthorized transaction with your Shakepay Card, you must IMMEDIATELY cancel your Shakepay Card by calling our automated phone system at 1-855-574-2539 seven (7) days a week, twenty-four (24) hours a day, or suspend or freeze your Shakepay Card in the Shakepay Platform. The cancellation, suspension or freezing of your Shakepay Card may take time to come into effect and you shall remain liable for transactions occurring on your Shakepay Card during such time. If the Shakepay Card is canceled, suspended or frozen for any reason, the funds loaded to your Shakepay Card will be available in your SP Account less any liabilities you may have to us or the Issuer.

5.1.8. You may not use the Shakepay Card for any illegal purpose. We reserve the right to instruct the Issuer to suspend transactions on your Shakepay Card, cancel, suspend or freeze your Shakepay Card or otherwise limit the size or type of transactions available through the Shakepay Card.

5.2. Pay a Bill

5.2.1. You may use the Pay a Bill service to make payments from your SP Account via your SFI Account to authorized billers (each, a “Biller”) listed on the Shakepay Platform. The availability of Billers may vary and is subject to change at any time without prior notice. You are responsible for ensuring that the Biller you wish to pay is listed as an available option at the time of the transaction.

5.2.2. To successfully complete a bill payment through the Payments Services, your SP Account must have a sufficient available balance in Canadian dollars to cover the full amount of the bill payment, including any applicable fees or taxes. If your SP Account does not have a sufficient available balance, the payment will not be processed, and you may incur additional fees. You acknowledge and agree that it is your responsibility to ensure sufficient funds are available before initiating a bill payment transaction.

5.2.3. The Pay a Bill service is strictly limited to payments made in Canadian dollars (CAD). You may not use the Pay a Bill service to make payments in any other currency. Any attempt to use the Pay a Bill Service to make a payment in a currency other than Canadian dollars may result in the transaction being declined, and SFI will not be responsible for any resulting losses or fees.

5.2.4. When you initiate a bill payment, the payment will be processed on the business day you select, provided the transaction is submitted before the daily cut-off time specified by SFI. Payments submitted after the cut-off time or on non-business days will be processed on the next business day. SFI will make reasonable efforts to ensure that payments are delivered to the Biller in a timely manner; however, SFI does not guarantee the date by which a Biller will post the payment to your account. You are solely responsible for initiating payments sufficiently in advance of the due date to avoid late fees or penalties imposed by the Biller.

1. Rewards

6.1. SFI may offer you the opportunity to earn rewards for specific activities, such as using the Shakepay Card or participating in promotional events. Details regarding SFI’s reward offers and the applicable terms are available here.

6.2. SFI reserves the right at any time to modify, suspend or cancel the rewards. SFI reserves the right to modify, suspend, or cancel the rewards program at any time and for any reason, without prior notice.

6.3. SFI may, at its sole discretion, disqualify you from earning or receiving rewards if it determines that you have engaged in any abuse, misuse, or fraudulent activity related to the rewards program. This includes, but is not limited to providing false information, or any other conduct that SFI deems to violate the spirit of the rewards program. In cases of disqualification, SFI may revoke any rewards already granted, and you may be required to forfeit any pending or accumulated rewards. SFI’s decision in these matters is final and binding.

1. Disclaimer of Warranties & Waiver

7.1. You acknowledge that you have carefully read and understand the provisions of Section 4 above.

7.2. The Payments Services (including, for clarity, any customer service/technical support tool) are provided to you on an "as-is" and “as available” basis without warranty of any kind, including all implied warranties and conditions of merchantability and fitness for a particular purpose, to the maximum degree permitted by law, and this disclaimer of warranty shall apply even if you have informed us of your special circumstances. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.

7.3. The duration of the statutory required warranties, if any, are hereby limited to the shortest period permitted by applicable laws. Additionally, and notwithstanding any other provisions of the Agreement, SFI and its providers and partners do not make any warranties or representations that the Payments Services (including, for clarity, any customer service/technical support tool) will be secure, timely, uninterrupted, error-free or free of viruses or other harmful components, will operate in combination with any other system, or otherwise will meet your requirements and needs.

7.4. You understand that the use of the Payments Services necessarily involves the transmission of information over networks that are not owned, operated or controlled by SFI or SFI’s partners, and SFI is not responsible for any information lost, altered, intercepted or stored across such networks. Shakepay will not be liable for any issues inherent to the use of the Internet or other systems outside of SFI’s control, or for any issues in connection with your use or configuration of the Payments Services or your SFI Account other than as instructed by SFI. You further acknowledge that there is a risk of malicious cyberattacks against the Payments Services (including, for clarity, any customer service/technical support tool) or any personal device used to access the Payments Services, which may result in the loss or theft of your Funds or personal information.

1. Force Majeure

8.1. SFI is not responsible or liable for any damages or loss resulting from causes outside our direct control, such as failure of electronic or mechanical equipment or communication lines, electronic viruses or malware, unauthorized access to our systems, theft, operator error, severe weather, natural disasters, strikes or other labor problems, wars, disease, epidemic, pandemic, governmental restrictions or for any loss of information caused by disruptions in or malfunctions of the Payments Services.

1. Limitation of Liability

9.1. You acknowledge that transactions made through the Payments Services described in this Agreement could be rejected, returned, or delayed for any reason, they could also fail.

9.2. You expressly acknowledge and agree to the following: i) no obligations or liabilities arising out of or in connection with your SP Account, SFI Account nor to the Payments Services rest with our banking partners; and ii) as between you and our banking partners, our banking partners have no responsibility for or liability in respect of the fulfillment of funds delivery to you or your beneficiaries.

9.3. You expressly acknowledge and agree that, the fullest extent permitted by law, SFI (and its parents, affiliates, officers, directors, shareholders, employees, suppliers (including without limitation our banking partners), the Issuer, agents, licensors, assigns and successors-in-interest) (hereinafter collectively, the “Indemnitees”), do not bear any liability or responsibility for any claim, loss, damage or consequence (“Claim”) relating to the following: i) the payment of an e-Transfer to a third party that is not the intended recipient; ii) rejected, returned, delayed or failed transactions; iv) any transaction made by mistake; v) any acts or omissions of a recipient or a sender; and vii) any alleged or actual negligent or willful acts or omissions of a third party, including but not limited to our banking partners and other suppliers. You also agree to defend, indemnify and hold harmless the Indemnitees from and against any and all liabilities, damages, losses, claims, demands, actions, causes of action and costs (including, without limitation, attorneys’ fees and expenses) arising out of or resulting from any of the situations outlined in subparagraphs i) to vii) of this subsection 9.3.

9.4. YOU AGREE THAT YOU ARE RESPONSIBLE FOR, AND SHALL INDEMNIFY US IN RELATION TO, ANY AND ALL CHARGEBACKS CHARGED TO US BY ANY BANK, FINANCIAL INSTITUTION OR OTHER PAYMENT PROVIDER. YOU ACKNOWLEDGE THAT THESE TERMS PERMIT US, WITHOUT ANY LIABILITY TO YOU, TO LIQUIDATE ANY DIGITAL ASSETS IN YOUR SP ACCOUNT TO SATISFY ANY PAYMENTS OWING TO US, OR ANY NEGATIVE BALANCE IN YOUR SP ACCOUNT.

1. Termination & Suspension

10.1. Either party may terminate the Agreement for any reason or for no reason without notice and without further liability.

10.2. You acknowledge that, upon the termination of your SP Account or SFI Account with Shakepay for any reason, your access to the Payment Services will be immediately revoked.

10.3. Subject to applicable laws or obligations that require us to do otherwise and any liabilities you may have to us or an Issuer, SFI shall transfer your Funds to you, and you shall be obligated to pay any amounts owed to SFI for services received prior to termination.

10.4. The Payments Services are subject to stringent requirements, including anti-money laundering and anti-terrorist financing laws. As part of our requirements under Canadian law and our commitment to the integrity of Canada’s financial system, and without limiting the generality of SFI’s rights mentioned in subsection 3.4, it might be necessary for SFI to temporarily pause or limit, or permanently terminate or limit, activities involving your SFI Account.

10.5. SFI may also, in our sole discretion and without notice or liability to you, alter, amend, restrict, modify or terminate the Payments Services or any functionality or portion of the Services. You understand that there is no guarantee that the Payments Services or any portion, feature or functionality will continue to operate or be available for any particular period of time. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Payments Services at any time without notice but confirm that we have no duty to do so.

1. Miscellaneous

11.1. The Agreement is the entire agreement between SFI, and you and you represent that in entering into the Agreement, you have not relied on any representations made by SFI.

11.2. We may assign the Agreement (without notice to you) as part of the sale of all or substantially all of our business. In any other case, we may assign the Agreement on 10 days notice. You are not permitted to assign the Agreement and any assignment of the Agreement by you is null and void.

11.3. Any alerts, notices, trade confirmations or communications relating to the Payments Services will be provided electronically, either via your SFI Account or to the email address you provided to us. We may also need to contact you using the phone number you provided.

11.4. Certain documents that we may provide in connection with your SFI Account or a transaction require your signature and will be presented to you electronically. You consent that when you agree to a document electronically, your agreement will be captured and your electronic signature will be legally binding.

11.5. You agree that you adopt the electronic information, described further below, which will constitute your signature and signature card for account opening purposes as created by you by clicking on the “Submit” button. This electronic information includes the record of your client number combined with the session identification number and date and time stamp associated with the click to submit action.

11.6. The headings in the Agreement are for reference only and do not affect the interpretation of the Agreement.

11.7. If any term or provision hereof is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will only apply to such provision. The validity, legality or enforceability of the rest of the Agreement will not be affected. The Agreement will continue to be carried out as if such invalid, illegal or unenforceable provision were not in the Agreement. If any laws are enacted, made, amended or otherwise changed with the result that any term or condition hereof is, in whole or in part, invalid, illegal or unenforceable then such term or condition will be deemed to be varied or superseded to the extent necessary to give effect to such laws.

11.8. The Agreement will survive and remain in effect notwithstanding any temporary suspension, termination or reactivation of your access to the Payments Services.

11.9. The Agreement will be read in conjunction with any other agreements between you and SFI in connection with the Payments Services, provided that, to the extent necessary, the Agreement shall supersede the terms and provisions of all other agreements with SFI, whether or not referred to herein, except that the Agreement in no way limit or restrict any other rights which SFI may have under any other agreement with you.

11.10. No waiver by either party of any of the provisions hereof is effective unless explicitly set forth in writing. No waiver by either party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different nature, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Last update: January 8, 2025