Terms of Use

Definitions

Affiliate

means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Basic

means any PaymentEvolution service plan offered at $0/month including plans denoted as Free, Home, Green or others as offered from time to time.

Order Form

means any ordering documents for Your subscriptions to the PaymentEvolution services, including addenda thereto, that are entered into between You and Us. Order Forms include any pages on http://www.paymentevolution.com through which You registered for the PaymentEvolution Services. Order Forms shall be deemed incorporated herein by reference. For clarity, order forms may include forms or other enrollment methods presented by authorized Resellers of PaymentEvolution Services.

PE Content

means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by PaymentEvolution, other than User Content. User Content and PaymentEvolution Content shall be collectively referred to herein as "Content." PaymentEvolution and its licensors exclusively own all worldwide right, title, and interest in and to the PaymentEvolution Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights ("PaymentEvolution IP").

Reseller

means the organization through whom You have subscribed for the Services.

Services

means the online, Web-based financial services provided by Us as described in this Agreement and the User Guide, that You order through http://www.paymentevolution.com or under an Order Form.

Third-Party Application

means a web application that is provided by a third party and interoperates with the PaymentEvolution services.

User Guide

means the online user guide for the PaymentEvolution services, accessible via http://help.paymentevolution.com, as updated from time to time.

Users

all persons who use or access the Platform and/or the Services, in their company's capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, "Users" and each, a "User").

User Content

means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users.

We, Us or Our

means PaymentEvolution Corporation (PaymentEvolution) a Canadian corporation with a principal place of business at 2600 Skymark Ave, Building 1, Unit 200, Mississauga, Ontario, Canada L4W 5B2.

You or Your

means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

Your Application

means a web application that You (or a third party acting on Your behalf) create and that interoperates with the PaymentEvolution service.

Your Data

means User Content

1. Additional Terms for Services

The provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which may be presented to the User with review and acceptance at the time User subscribes to such Service (each, "Service Terms"), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.

In order to receive any Service, User must be enrolled in one of the following plans (each, a "Service Plan"), each of which is governed by the Service Terms listed next to such Service Plan and incorporated herein by reference, as applicable to User. User accepts the Service Terms listed next to the Service Plan which coincides with User's Plan Selection (as defined below) or Service Plan access by (i) clicking the applicable button to indicate User's Service Plan choice (the "Plan Selection"); (ii) clicking the applicable button to indicate User's acceptance of this Agreement (in the event that User is already enrolled in a Service Plan); or (iii) accessing or using the Services. By taking any of the aforementioned actions, User agrees to be bound by the applicable Service Terms as of the time that such action occurs.

1. Payroll
   Payroll Service Terms
2. PayChequer / Employee self-service
   PayChequer Service Terms
3. Business Payments
   Business Payments Service Terms
4. Benefits
   Benefits Service Terms
5. HX
   HX Service Terms
6. API
   API Service Terms

2. Service Fees and Charges

1. User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://PaymentEvolution.com/plans and https://PaymentEvolution.com/epay or, if registered via a PaymentEvolution Reseller, the fees disclosed by the Reseller.
2. User authorizes PaymentEvolution to debit User's designated bank account, as specified by User through the Platform (the "Bank Account"), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User's Bank Account on a monthly calendar basis, in arrears. Notwithstanding the foregoing, PaymentEvolution may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, credit card, or any other payment method PaymentEvolution may deem acceptable in its sole discretion. All fees are non-refundable. PaymentEvolution may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
3. Depending on Your relationship with the applicable Reseller, payments may be collected directly by the Reseller. The Reseller is then responsible for remitting funds to PaymentEvolution.
4. PaymentEvolution reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User's continued use of the Services beyond the cancellation window constitutes User's agreement to those changes. If PaymentEvolution is unable to collect fees due because of insufficient funds in User's Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus legal fees and other costs of collection as permitted by law.

3. Change of Service Plans

1. PaymentEvolution offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://PaymentEvolution.com/Plans. User may request to change User's Service Plan by contacting PaymentEvolution support.
2. If registered via a PaymentEvolution Reseller, Plans are administered by the Reseller and Plan changes are at the discretion of the Reseller.
3. If User chooses to upgrade from User's current Service Plan (the "Current Plan") to a more expensive Service Plan (the "New Upgrade Plan"), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User's Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
4. Downgrades from an existing Plan are at the sole discetion of PaymentEvolution and may not be offered.

4. User Accounts and Responsibility

1. To use the Platform, User must have an account with PaymentEvolution (an "Account"). User hereby authorizes PaymentEvolution to obtain and store User's Account information as necessary to make the Platform available to User.
2. Resellers may have additional user accounts and restrictions disclosed upon registration.
3. User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
4. Use of the Platform and the Services are each conditioned upon User's full compliance with this Agreement and all applicable laws, rules, and regulations.
5. User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User's behalf, (ii) provide information on User's behalf, and (iii) bind User and/or User's business with respect to the Services (each such individual, an "Account Administrator"). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User's behalf.
6. User is solely responsible for all actions taken under any Account that User has access to in accessing or using the Service. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User's knowledge of such actions (the "Authorized Actions"). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an "Authorized Representative"), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that PaymentEvolution reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs PaymentEvolution to take on its behalf.
7. In addition, User is solely responsible for (i) following instructions that PaymentEvolution provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
8. User will, and will cause authorized users of User's Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User's Account or passwords or credentials for User's Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify PaymentEvolution. PaymentEvolution reserves the right to prevent access to the Services if PaymentEvolution has reason to believe that User's Account or passwords or credentials for User's Account have been compromised.
9. User is responsible for timely providing PaymentEvolution with the information required for PaymentEvolution to perform the Services. User may furnish such information directly to PaymentEvolution or via an Account Administrator or Authorized Representative, such as User's accountant or Reseller. Furthermore, User represents and warrants to PaymentEvolution that for any information that User shares with PaymentEvolution, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to PaymentEvolution, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify PaymentEvolution, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to PaymentEvolution.
10. In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the "Materials") posted to the Platform by PaymentEvolution (or otherwise made available to User by PaymentEvolution) for User's review, and User or its Account Administrators or Authorized Representatives must notify PaymentEvolution of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from PaymentEvolution.
11. User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify PaymentEvolution of any third-party notices that User may receive which could affect PaymentEvolution's ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or PaymentEvolution in connection with the Services, such as notices from the Canada Revenue Agency or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.
12. User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to PaymentEvolution by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the "Submit Payroll" or other buttons) or otherwise (e.g., verbally telling a PaymentEvolution Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
13. User gives PaymentEvolution permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. PaymentEvolution may ask for User's name, address, date of birth, social insurance number, and other information that will allow PaymentEvolution to identify User. PaymentEvolution may also ask to see User's driver's license or other identifying documents. User consents to and authorizes PaymentEvolution to obtain credit reports about User's business, and to report adverse credit information about User's business to others, including but not limited to the Canada Revenue Agency and any applicable provincial/territorial taxing authorities. PaymentEvolution may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, PaymentEvolution is unable to verify satisfactory credit of User's business, and/or for other lawful business reasons.
14. User will not do any of the following
    1. Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device
    2. Use the Services other than as authorized in this Agreement
    3. Resell, sublicense, timeshare, or otherwise share the Services with any third party
    4. Access, tamper with, or use non-public areas of the Platform, Services, PaymentEvolution's computer systems, or the technical delivery systems of PaymentEvolution's providers
    5. Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services
    6. Take any action that imposes or may impose (as determined by PaymentEvolution in PaymentEvolution's sole discretion) an unreasonable or disproportionately large load on PaymentEvolution's (or Partners') infrastructure
    7. Harvest or scrape any Content from the Platform or Services
    8. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services
    9. Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission
    10. Impersonate or misrepresent User's affiliation with any person or entity
    11. Encourage, assist, or enable any other individual to do any of the foregoing.

5. Privacy Policy

1. Please refer to PaymentEvolution's Privacy Policy for information on how PaymentEvolution collects, uses, and discloses information from Users. User acknowledges and understands that PaymentEvolution may collect, use, and disclose User's information pursuant to PaymentEvolution's Privacy Policy, as it may be updated from time to time.

6. Licenses

1. PaymentEvolution does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to PaymentEvolution a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant PaymentEvolution the license rights in User Content under this Agreement.
2. User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. PaymentEvolution is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
3. User acknowledges that the Platform, Services, and PaymentEvolution Content are protected by copyright, trademark, and other laws of Canada and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or PaymentEvolution Content. This Agreement does not convey any proprietary interest in or to any PaymentEvolution IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or PaymentEvolution Content ("Feedback") is given entirely voluntarily and PaymentEvolution will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to PaymentEvolution in response to any surveys PaymentEvolution conducts, through any available technology, about User's experience.
4. Subject to User's compliance with this Agreement, PaymentEvolution grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download PaymentEvolution Content solely in connection with User's permitted use of the Platform for User's own behalf.
5. You shall not
   1. permit any third party to access the PaymentEvolution service except as permitted herein,
   2. create derivative works based on the PaymentEvolution service,
   3. copy, frame or mirror any part or content of the PaymentEvolution service,
   4. reverse engineer the PaymentEvolution service, or
   5. access the PaymentEvolution service in order to build a competitive product or service or to copy any features, functions or content of the Service.
6. The PaymentEvolution service is not meant to replace any federal or provincial government service and is not licensed for use by federal or provincial authorities unless written consent by Us is provided.

7. Proprietary Rights

1. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the PaymentEvolution service, including all related intellectual property rights subsisting therein. We grant no rights to You hereunder other than as expressly set forth herein.
2. Except as provided in Section Licenses, We acknowledge and agree that We obtain no right, title or interest from You (or your licensors) under this Agreement in or to Your Data, any of Your Applications, or any source code You (or a third party acting on Your behalf) create using the PaymentEvolution service, including any intellectual property rights subsisting therein.

8. Rights to Monitor User Content and Conduct

1. Although PaymentEvolution is not obligated to monitor access to or use of User Content or to review or edit any User Content, PaymentEvolution has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. PaymentEvolution reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if PaymentEvolution, at PaymentEvolution's sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
2. PaymentEvolution has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that PaymentEvolution believes could affect the Platform, Services, or Content, including violations of this Agreement. PaymentEvolution may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.

9. Electronic Signatures

1. PaymentEvolution provides an electronic signature service (the "E-Sign Service") which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the "Document") User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
2. While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User's decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User's sole responsibility, and PaymentEvolution has no responsibility or liability with respect to such matter.
3. PaymentEvolution has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
4. PaymentEvolution makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER'S RESPONSIBILITY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.

10. Platform Availability

1. PaymentEvolution strives to maintain 99.9% uptime of all Services. However, PaymentEvolution makes no representations or warranties about the Platform's uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.

11. Exclusion of Warranties

WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT YOUR USE OF THE PAYMENTEVOLUTION SERVICE WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE PAYMENTEVOLUTION SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.

12. Indemnification

You shall defend Us against any claim, demand, suit, or proceeding ("Claim") made or brought against Us by a third party alleging that Your Data, Your Applications or other materials developed by You (or by a third party on Your behalf) using the PaymentEvolution service infringe or misappropriate the intellectual property rights of a third party or violate applicable law (to the extent such infringement, misappropriation or violation does not arise from the PaymentEvolution service), and shall indemnify Us for any damages finally awarded against, and for reasonable attorney's fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defence and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.

13. Limitation of Liability

IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, REVENUE OR DATA OR FOR INTERRUPTIONS IN SERVICE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Term and Termination

1. Term
   This Agreement commences on the date You accept it and continues until terminated in accordance with Termination as set below.
2. Termination
   You may terminate Your PaymentEvolution service without cause at any time upon written notice to Us. We may terminate Your PaymentEvolution service (a) at any time without cause upon 30 days' written notice to You, or (b) upon 7 days' written notice to You of a material breach of this Agreement if such breach remains unresolved at the expiration of such period, or (c) your account is inactive (not used or logged-into) for 60 days. Upon any termination of Your PaymentEvolution service, this Agreement shall also terminate, subject to Surviving Provisions as set below.
3. Return of Your Data
   Upon request by You made within 30 days after the effective date of termination of Your PaymentEvolution service, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. These files will be accessible via your Account. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
4. LOSS OF APPLICATIONS AND MATERIALS
   UPON ANY TERMINATION OF YOUR PAYMENTEVOLUTION SERVICE, ACCESS TO YOUR INFORMATION, APPLICATIONS, AND OTHER MATERIALS DEVELOPED BY YOU USING THE PAYMENTEVOLUTION SERVICE WILL BE LOST. In accordance with federal, provincial and territorial employment standards, we may retain all payroll history for your account. You may request permanent deletion of this data by sending a notarized letter from your company officer to PERMANENT DELETION REQUEST, PaymentEvolution, 2600 Skymark Ave, Building 1, Unit 200, Mississauga, ON L4W 5B2 Canada. You must state that you accept all liability for compliance with applicable employment standards and data retention with regards to your payroll.
5. Surviving Provisions
   Sections Proprietary Rights, Exclusion of Warranties, Indemnification, Limitation of Liability, Term and Termination - Return of Your Data, Notices, Governing Law and Venue and General Provisions shall survive any termination or expiration of this Agreement.

15. Notices, Governing Law, and Venue

1. Notices
   Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email (provided email shall not be sufficient for notices of material breach or an indemnifiable claim). Notices to Us shall be addressed to the attention of PaymentEvolution Corporation 2600 Skymark Ave, Building 1, Unit 200, Mississauga, Ontario, Canada L4W 5B2, Attention: OPERATIONS. Notices to You shall be addressed to the system administrator designated by You for Your relevant PaymentEvolution service account, and in the case of billing-related notices, to the relevant billing contact designated by You.
2. Governing Law
   This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the Province of Ontario and controlling Canadian federal law, without regard to their conflicts of laws rules or the United Nations Convention on the International Sale of Goods
3. Venue
   The provincial and federal courts located in Toronto, Ontario shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

16. Changes to Terms

We may make changes to this Agreement from time to time. When these changes are made, We will make a new copy of the Terms available on this web page. You understand and agree that if you use the PaymentEvolution service after the date on which this Agreement has changed, We will treat Your use as acceptance of the updated Terms.

17. General Provisions

1. Export Compliance
   Each party shall comply with the export laws and regulations of the Canada and other applicable jurisdictions in providing and using the PaymentEvolution service. Without limiting the foregoing, (a) each party represents that it is not named on any Canadian government list of persons or entities prohibited from receiving exports, and (b) it shall not permit Users to access or use the PaymentEvolution service in violation of any Canadian export embargo, prohibition or restriction.
2. Relationship of the Parties
   The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
3. No Third-Party Beneficiaries
   There are no third-party beneficiaries to this Agreement.
4. Waiver and Cumulative Remedies
   No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
5. Severability
   If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
6. Assignment
   Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in their entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
7. Entire Agreement
   This Agreement, including all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

These Payroll Terms are "Service Terms" under the PaymentEvolution Terms. Capitalized terms used but not otherwise defined in these Payroll Terms shall have the meanings ascribed to such terms in the PaymentEvolution Terms. The Payroll Agreement is a legally binding agreement between User and PaymentEvolution. User is encouraged to read the Payroll Agreement carefully and to save a copy of it for User's records. If User is agreeing to these Payroll Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Payroll Agreement, and User's agreement to these terms will be treated as the agreement of such business or individual. In that event, "User" (as defined in the PaymentEvolution Terms) also refers to that business or individual. By (i) clicking the applicable button to indicate User's Service Plan choice, (ii) clicking the applicable button to indicate User's acceptance of the Payroll Agreement, or (iii) accessing or using the Payroll Service, User accepts the Payroll Agreement, and User agrees, effective as of the date of such action, to be bound by the Payroll Agreement.

18. Provision of the Payroll Service

Subject to the terms and conditions of the Payroll Agreement, PaymentEvolution agrees to use reasonable efforts to provide User with the Payroll Service in accordance with the Payroll Agreement.

In addition to the obligations specified in these Payroll Terms, User has certain obligations under the PaymentEvolution Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User's Account; (iii) follow instructions that PaymentEvolution provides to User with respect to the Payroll Service; (iv) provide accurate, timely, and complete information required for PaymentEvolution to perform the Payroll Service and maintain the accuracy and completeness of such information; (v) notify PaymentEvolution of third-party notices, such as Canada Revenue Agency ("CRA") penalty notices, which could affect PaymentEvolution's ability to effectively provide the Payroll Service or which could increase the likelihood that a Claim is brought against User or PaymentEvolution in connection with the Payroll Service; and (vi) refrain from taking certain prohibited actions, as described in further detail in Section User Accounts and Responsibility and Section General Provisions of the PaymentEvolution Terms.

19. Payroll Service

1. Provided that User meets User's payment obligations and complies with the terms of the Payroll Agreement, then as long as User is subscribed to the Payroll Service, PaymentEvolution will provide User with the Payroll Service for the purposes of (i) calculating payroll and its associated liabilities for User's business; (ii) processing payroll and making related payroll payments; (iii) making certain payroll tax payments and payroll tax filings electronically; and (iv) if applicable, sending wage garnishments, such as child support payments, to applicable agencies. In performing the Payroll Service, including for each of the foregoing purposes, PaymentEvolution will rely on the information furnished by User, User's Account Administrators, or User's Authorized Representatives, and PaymentEvolution is not responsible or liable for any errors resulting from such reliance, as further described in Section Limitation of Liability of the PaymentEvolution Terms. User may not use the Payroll Service on a professional basis for anyone other than User, unless User is actively participating in a PaymentEvolution accountant program, in which case User may use the Payroll Service in accordance with the terms of such program.
2. Prior to User's initial payroll processing date, User must submit the completed and executed documents PaymentEvolution requires for providing the Payroll Service, including User's payroll and bank account information, and any additional information requested by PaymentEvolution. The Payroll Service provided will be based on and is dependent upon information provided to PaymentEvolution by User (including proof of tax identification numbers). Failure to provide the required documents may adversely impact PaymentEvolution's ability to perform the Payroll Service. User is also responsible for: (i) paying any withholding liabilities incurred prior to enrolling in the Payroll Service; and (ii) cancelling any prior payroll service or services of employee leasing companies (if applicable).
3. In performing the Payroll Service, User acknowledges and agrees that (i) PaymentEvolution is not acting in a fiduciary capacity for User and/or User's business; (ii) using the Payroll Service does not relieve User of User's obligations under local, provincial, or federal laws or regulations to retain records relating to User's data contained in PaymentEvolution's files; and (iii) any information that PaymentEvolution provides in connection with the Payroll Service is for informational purposes only and should not be construed by User as legal, tax, or accounting advice.
4. The User agrees that PaymentEvolution may submit tax slips, records of employment and other government filing documents on behalf of the User. The User provides its consent that PaymentEvolution may provide to the appropriate government agency and the government agency may collect and use identifying information, being the name of the User and its province of operation, and if required, its Business Number issued by the Canada Revenue Agency, for the purposes of communicating securely with the government agency and identifying any documents submitted by PaymentEvolution on behalf of the User. The Parties agree: (i) the User will be responsible for the integrity and accuracy of the data provided and will retain a copy of the data sent to PaymentEvolution which is used to prepare these documents; (ii) the User will be responsible for any amendments it makes to the data provided to PaymentEvolution; (iii) the User shall retain the final information in support of the documents issued for a period of at least 6 years and PaymentEvolution shall retain the final information in support of the documents issued for a minimum period of at least 2 years; (iv) PaymentEvolution will make a copy of the submitted documents available to the User. Any discrepancies or inaccurancies in the documents must be corrected by the User and resubmitted electronically; (v) the User recognizes that only complete documents will be transmitted. All data fields must be completed and must pass system verification to be deemed complete; (vi) the User will submit appropriate documents via PaymentEvolution and maintain a copy for its own records in accordance with any applicable legislation; and {vii) the User will take full responsibility for the data contained in the documents issued by PaymentEvolution provided that PaymentEvolution utilized the User data therein. The User is deemed to have signed and issued the documents upon PaymentEvolution digitally signing and/or completing the transmission.
5. An Account Administrator or Authorized Representative shall approve and submit the Payroll Information (as defined below), thereby authorizing PaymentEvolution to create and transmit credit or debit entries (the "Entries") necessary to process User's payroll and payroll tax transactions.

20. Payroll Information

1. PaymentEvolution will notify User via electronic communication or by other means when all information necessary to begin the Payroll Service has been received and the enrollment process for the Payroll Service has been completed. User shall then, prior to submitting User's first payroll, review the Payroll Information for completeness and accuracy. For the purposes of the Payroll Agreement, "Payroll Information" shall mean any information provided to PaymentEvolution in connection with the Payroll Service, including but not limited to information provided by User, Account Administrators, Authorized Representatives, User's employees, or User's independent contractors, and all information posted in connection with the Payroll Service for User's review on the Platform or otherwise requested for review by PaymentEvolution, such as the information used to calculate and pay employee payroll, track User's defined employee benefits, pay payroll taxes to applicable taxing agencies (including User's employer identification number(s), unemployment insurance tax rates, and employment tax deposit schedule), produce payroll tax returns and tax slip statements, and print cheques on User's Account (if applicable). User must correct or provide, respectively, any incorrect or missing Payroll Information, either through the Platform or by notifying PaymentEvolution in the manner specified in the applicable electronic communication received by User and within the time period specified therein. User is fully responsible for the accuracy of all information User provides, submits, and/or approves (whether provided directly or through User's Account Administrators or Authorized Representatives), and User is solely responsible for any Claims, including but not limited to CRA/Revenue Quebec penalties and/or interest, and other penalties and/or interest arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times.
2. User agrees that by submitting each payroll (including the first payroll): (i) User approves all Payroll Information; (ii) User waives and releases any Claim against PaymentEvolution arising out of any errors or omissions in the Payroll Information which User has not corrected (whether directly or through User's Account Administrators or Authorized Representatives) or has not requested PaymentEvolution to correct; and (iii) User acknowledges that any subsequent request for corrections will be considered special handling, and additional fees may be charged. Final responsibility for any audits or assessments rests with User. PaymentEvolution will not have any responsibility for verifying the accuracy of any data User provides via the Platform or via any other method.
3. User acknowledges, agrees, and understands that (i) any information or instructions (including but not limited to Payroll Information and Entries) communicated to PaymentEvolution by User, an Account Administrator, or an Authorized Representative (or anyone that PaymentEvolution reasonably believes to be User, an Account Administrator, or an Authorized Representative) will be deemed fully authorized by User, and User shall be fully responsible for the accuracy of such information and instructions, and any Claims, including but not limited to any CRA/Revenue Quebec penalties and/or interest or other penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, PaymentEvolution may in its sole discretion refuse to accept or act upon any such instructions.
4. PaymentEvolution, its employees, and agents will only collect, use, and disclose data furnished by User or produced by PaymentEvolution under this Agreement in accordance with PaymentEvolution's Privacy Policy.

21. Payroll Authorization

1. PaymentEvolution will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a "Payment Order") to be originated by PaymentEvolution is either User, an Account Administrator, or an Authorized Representative. PaymentEvolution does not verify or review Payment Orders for the purpose of detecting any errors; it is User's responsibility to verify the accuracy of Payment Orders. User will be bound by any Payment Order that is received by PaymentEvolution in compliance with this designated authorization procedure, and User shall indemnify and hold PaymentEvolution and the other Indemnified Parties harmless from and against any Claims arising from the execution of a Payment Order in good faith and in compliance with such procedures.
2. If a Payment Order describes the payee inconsistently by name and account number, (i) payment may be made on the basis of the account number even if User identifies a person different from the named payee; or (ii) PaymentEvolution may, in its sole discretion, refuse to accept or may return the Payment Order. If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Payment Order identifies a non-existent or unidentifiable person or account as the payee or the payee's account, PaymentEvolution may, in its sole discretion, refuse to accept or may return the Payment Order.

22. Electronic Funds Movement

1. Funding via Bank Account: On or prior to User's payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, User authorizes PaymentEvolution to initiate debit Entries to the Bank Account at the financial institution indicated by the account number associated with the Bank Account that User provides to PaymentEvolution (the "Bank"), and to debit the Bank Account in such amounts as are necessary to (i) fund User's direct deposits; (ii) pay any fees or charges associated with the Payroll Service, including, without limitation, finance charges; (iii) pay User's payroll taxes; (iv) pay any debit, correcting, or reversing Entry initiated pursuant to the Payroll Agreement which is later returned to PaymentEvolution; (v) verify the Bank Account through a test deposit or debit authorization; and (vi) pay any other amount that is owing under the Payroll Agreement or in connection with the Payroll Service. User also authorizes PaymentEvolution to initiate credit Entries to the Bank Account in the event that PaymentEvolution is required to return Unpaid Funds to User, as described in Section Failed Deposits of these Payroll Terms. These authorizations are to remain in full force and effect until PaymentEvolution has received written notice from User of termination of any such authorizations in such time and such manner as to afford PaymentEvolution and the Bank a reasonable opportunity to act upon such notice. PaymentEvolution is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.
2. If using Bank Account funding, User will maintain in the Bank Account, as of the applicable payroll direct deposit date, payroll tax deposit date, or other settlement or due date and time, immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the "Amounts Due") under the Payroll Agreement. User's obligation to have sufficient funds in the Bank Account to cover the Amounts Due matures at the time PaymentEvolution originates the applicable Entries for the Amounts Due and is unaffected by termination of the Payroll Service. PaymentEvolution may set off any amounts User owes to it against any amounts it owes to User in order for PaymentEvolution to obtain payment of User's obligations as set forth in the Payroll Agreement.
3. Funding via Wire or Bill Payment: On or prior to the User's funding deadline date (as shown to the User when submitting payroll), the User will send funds to the designated PaymentEvolution account. If funds are not received prior to the deadline, User acknowledges that direct deposits and other payments may not be completed.
4. Funding via Reseller: Certain Resellers may provide payment services. PaymentEvolution's sole responsibility will be to transmit payment instructions to the Reseller. The Reseller may prescribe additional terms for use of their payment service.
5. If User does not have sufficient funds to pay the Amounts Due at the time required, or if User refuses to pay the Amounts Due, then PaymentEvolution will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or Claims directly or indirectly arising from such failure to pay, and PaymentEvolution may (i) debit the Bank Account or any other account owned in whole or in part by User to pay disbursements, fees or charges, payroll taxes, or other amounts due; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case the payroll tax liability will become User's sole responsibility; (iii) refuse to perform further Services; and/or (iv) immediately terminate the Payroll Agreement. For any amounts due and unpaid, PaymentEvolution may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts in accordance with Section Service Fees and Charges of the PaymentEvolution Terms.
6. Failed DepositsIn the event that a direct deposit payroll payment fails to be paid to the payee and PaymentEvolution cannot ultimately successfully make a payment on User's behalf to the payee, and the funds are returned to PaymentEvolution ("Unpaid Funds"), PaymentEvolution will notify User of such Unpaid Funds and provide User with the appropriate details related to those funds. In addition, PaymentEvolution will return the Unpaid Funds to User in accordance with Section Funding via Bank Account of these Payroll Terms. Funds unclaimed for more than 180 days may be subject to fees or other charges. User, not PaymentEvolution, is required to contact payees and/or otherwise resolve the Unpaid Funds. User acknowledges that User is responsible for complying with all applicable unclaimed or abandoned property laws related to Unpaid Funds, and User hereby expressly releases PaymentEvolution from all liability and Claims directly or indirectly arising from unclaimed or abandoned property laws, including any applicable penalties and/or interest. PaymentEvolution shall have no obligation to defend or otherwise indemnify User in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds under its unclaimed or abandoned property laws. User may update the required wage and payroll information as necessary to reflect any necessary changes in accordance with the provisions of these Payroll Terms to allow PaymentEvolution to re-perform the direct deposit payroll payment on User's behalf.

23. User Acknowledgement

1. Amounts withdrawn from the Bank Account for payroll direct deposits and payroll taxes ("Payroll Funds") will be held by PaymentEvolution in accounts at PaymentEvolution's financial institutions (collectively, the "Payroll Account") until such time as those payments are due to User's employees and/or independent contractors and the appropriate taxing agencies, and no interest will be paid to User on these amounts. User acknowledges that PaymentEvolution is entitled to invest the Payroll Funds in accordance with its investment guidelines established from time to time, and that PaymentEvolution, in its own capacity, is entitled to all income and gains derived from or realized from such investments and is not accountable to User, User's employees, or any other person for such income or gains. In order to facilitate the timely payment of payroll direct deposits and payroll taxes, PaymentEvolution may pledge any investments held in the Payroll Account in connection with a loan or investment, rather than convert such investments to cash for each tax payment. To the extent PaymentEvolution receives the Payroll Funds, PaymentEvolution shall indemnify and hold User harmless from and against any loss of any portion of the principal amount of the Payroll Funds (including any losses of principal resulting from the investment of the Payroll Funds) caused by PaymentEvolution while holding the funds in its Payroll Account. If PaymentEvolution incurs losses on the investment of the Payroll Funds or uses the Payroll Funds for any other purpose, PaymentEvolution will make the required payroll direct deposits and payroll tax deposits on User's behalf by using PaymentEvolution's own funds or other assets. User acknowledges that no government agency monitors or assumes any responsibility for PaymentEvolution's financial solvency.
2. In the event that PaymentEvolution erroneously credits an amount to the Bank Account in excess of the amount that should have been credited (the "Excess Credit Amount"), if any, then User shall promptly notify PaymentEvolution as soon as it becomes aware of such erroneous credit. User authorizes PaymentEvolution to debit any Excess Credit Amounts from the Bank Account, and if the Bank Account contains insufficient funds to cover the Excess Credit Amount, User agrees to promptly refund the Excess Credit Amount to PaymentEvolution through other payment methods that PaymentEvolution may deem acceptable at its sole discretion.
3. PaymentEvolution's standard processing time for payroll and contractor payments is four (4) business days, but if User qualifies for one of PaymentEvolution's expedited payroll processing programs (each, an "Expedited Payroll Program"), then subject to the provisions of this paragraph, and subject to an Account Administrator approving and Submitting Payroll Information to PaymentEvolution, PaymentEvolution will process User's payroll and contractor payments in less than four (4) business days. Whether User initially qualifies for or continues to qualify for PaymentEvolution's Expedited Payroll Programs is at the sole discretion of PaymentEvolution, and PaymentEvolution has no obligation to provide expedited payroll processing services to User. If PaymentEvolution processes User's payroll and/or contractor payments through an Expedited Payroll Program and the Bank Account has insufficient funds to cover such Amounts Due for such payroll and/or contractor payments, or the Bank otherwise rejects the portions of the AFT files originated by PaymentEvolution that relate to Entries for such Amounts Due, then User will owe, and be liable to PaymentEvolution for, such Amounts Due (the "Expedited Payroll Amounts Due"). User will ensure that any Expedited Payroll Amounts Due are promptly paid to PaymentEvolution via a payment method that PaymentEvolution, in its sole discretion, determines is acceptable. If User is liable for any Expedited Payroll Amounts Due or if PaymentEvolution has any reason to believe that User may be in violation of the Payroll Agreement, then PaymentEvolution may immediately revoke User's eligibility for any Expedited Payroll Program. This provision shall not limit PaymentEvolution from exercising any other rights or remedies it may have under the Payroll Agreement to recover the Expedited Payroll Amounts Due.
4. In order to use the Payroll Service, User must submit accurate wage and payroll information to PaymentEvolution during and after the enrollment process. PaymentEvolution will not be liable for any penalty, interest, or other Claim that results from inaccurate or incomplete information that User, an Account Administrator, or an Authorized Representative supplies. PaymentEvolution shall only file tax information on User's behalf once User has processed User's payroll through the Platform and the payroll has been paid out to the payees. User shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information, as may be requested from time to time by PaymentEvolution. It is User's responsibility to submit complete, timely, and accurate information to PaymentEvolution in connection with the Payroll Service. Any penalty or interest incurred, or any other Claim that arises, due to inaccurate or incomplete information provided by User will be User's sole responsibility. User further agrees to hold PaymentEvolution harmless from such liability. PaymentEvolution, at its option, may decide not to file User's payroll tax returns, pay User's payroll taxes, or otherwise process User's payroll if there are any unresolved problems with any information requested by PaymentEvolution or submitted by User, an Account Administrator, or an Authorized Representative. PaymentEvolution's sole liability and User's sole remedy for PaymentEvolution's negligent failure to perform the payroll tax portion of the Payroll Service shall be as follows: (i) PaymentEvolution will remit the payroll taxes received from User to the appropriate taxing authority; and (ii) PaymentEvolution will reimburse User or pay directly to the appropriate taxing authority certain penalties resulting from such negligent error or omission by PaymentEvolution, provided that User must use reasonable efforts to mitigate any penalties or losses resulting from such negligent error or omission by PaymentEvolution. Payment of these penalties is at the sole discetion of PaymentEvolution.
5. Important Tax Information: Even though User has authorized a third party, such as PaymentEvolution, to file payroll tax returns and make payroll tax payments, ultimately, User is held responsible by taxing authorities for the timely filing of employment tax returns and the timely payment of employment taxes for User's employees.

24. Termination of Payroll Service

1. User acknowledges and understands that if User terminates the Payroll Service through User's Account or PaymentEvolution terminates the Payroll Service pursuant to Section Term and Termination of the PaymentEvolution Terms, then such termination may not be reversible. In the event that User or PaymentEvolution terminates User's Payroll Service, then as of the time of such termination, PaymentEvolution will have no obligation to make further payroll tax filings on User's behalf. Notwithstanding the foregoing, if User or PaymentEvolution terminates the Payroll Service, User will be asked to make specific elections regarding whether it would like PaymentEvolution to make certain final payroll tax filings (such filings, the "Final Payroll Tax Filings") on User's behalf following such termination of the Payroll Service (such elections, the "Post-Termination Filing Elections"). If User does not provide PaymentEvolution with its Post-Termination Filing Elections promptly following termination of the Payroll Service, then User authorizes PaymentEvolution to make the Post-Termination Filing Elections for User on User's behalf (the "PaymentEvolution Selections"). User acknowledges and agrees that PaymentEvolution may rely on User's Post-Termination Filing Elections and the PaymentEvolution Selections, and PaymentEvolution is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from such reliance; or (ii) any Resulting Errors, or any consequences or Claims arising (directly or indirectly) from any Resulting Errors, in the Final Payroll Tax Filings.

25. Consent to Share Certain Employee and Independent Contractor Information with Employer

1. User acknowledges and understands that in providing the Payroll Service, PaymentEvolution acts as an intermediary between employers and their employees and/or independent contractors. If User is an employee or independent contractor, then User hereby authorizes PaymentEvolution to share with User's employer any information that User has provided to PaymentEvolution in connection with the Payroll Service.

These PayChequer Terms are "Service Terms" under the PaymentEvolution Terms. Capitalized terms used but not otherwise defined in these PayChequer Terms shall have the meanings ascribed to such terms in the PaymentEvolution Terms. The PayChequer Agreement is a legally binding agreement between User and PaymentEvolution. User is encouraged to read the PayChequer Agreement carefully and to save a copy of it for User's records. If User is agreeing to these PayChequer Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the PayChequer Agreement, and User's agreement to these terms will be treated as the agreement of such business or individual. In that event, "User" (as defined in the PaymentEvolution Terms) also refers to that business or individual. By (i) clicking the applicable button to indicate User's Service Plan choice, (ii) clicking the applicable button to indicate User's acceptance of the PayChequer Agreement, or (iii) accessing or using the PayChequer Service, User accepts the PayChequer Agreement, and User agrees, effective as of the date of such action, to be bound by the PayChequer Agreement.

26. Provision of the PayChequer Service

Subject to the terms and conditions of the PayChequer Agreement, PaymentEvolution agrees to use reasonable efforts to provide User with the PayChequer Service in accordance with the PayChequer Agreement.

In addition to the obligations specified in these PayChequer Terms, User has certain obligations under the PaymentEvolution Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User's Account; (iii) follow instructions that PaymentEvolution provides to User with respect to the PayChequer Service; (iv) provide accurate, timely, and complete information required for PaymentEvolution to perform the PayChequer Service and maintain the accuracy and completeness of such information; (v) notify PaymentEvolution of third-party notices, such as Canada Revenue Agency ("CRA") penalty notices, which could affect PaymentEvolution's ability to effectively provide the PayChequer Service or which could increase the likelihood that a Claim is brought against User or PaymentEvolution in connection with the PayChequer Service; and (vi) refrain from taking certain prohibited actions, as described in further detail in Section User Accounts and Responsibility and Section General Provisions of the PaymentEvolution Terms.

27. Fees

1. PayChequer Fees: The PayChequer service is currently provided at no charge. We reserve the right to change our pricing policies for the PayChequer service at any time on 10 days' notice given in accordance with Section Notices, Governing Law and Venue
2. Other service fees: We may offer services via third-parties. Any fees assessed are subject to the following:
   1. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in Canadian dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations cannot be cancelled and fees paid are non-refundable.
   2. Payments are processed via direct debit. Alternatively, You will provide Us with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit for all Services listed in the Order Form and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 21 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.
   3. If any charges are not received from You by the due date (except charges then under reasonable and good faith dispute), then at Our discretion, (a) such charges may accrue late interest at the rate of 18% of the outstanding balance year, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future use of the service subject to timely payment. We may, at our discretion, terminate service for non-payment.
   4. If any charge owing by You under this or any other agreement for Services is 30 or more days overdue (except charges then under reasonable and good faith dispute), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend or discontinue Services until such amounts are paid in full
   5. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.
3. Direction to Transfer Funds: You may direct PaymentEvolution to transfer funds on your behalf subject to the following:
   1. You hereby authorize and direct your Employer and PaymentEvolution to deduct the full Amount (as approved by you in the Confirmation Screen) from your wages and transfer this amount to the stated party, by means of PaymentEvolution's automatic payment system. This Direction is your personal authorization in writing to make this deduction and transfer of funds.
   2. You hereby waive all claims against your Employer and PaymentEvolution and release your Employer and PaymentEvolution from any claims, for any action they take within the scope of this Direction.
   3. This Direction shall be your Employer's and PaymentEvolution's good and sufficient authority for making the deduction and funds transfer. You agree that this Direction is irrevocable and shall remain in full force and effect until the Amount is transferred and cleared in full. PaymentEvolution may deliver a copy of this Direction to the Employer as needed.
4. Pre-Authorized Debit: You authorize PaymentEvolution to perform pre-authorized debits and agree to the following:
   1. Account Information: The account PaymentEvolution is authorized to draw upon is listed in Your PayChequer profile
   2. Accuracy and Changes in Account Information: You certify that all information contained in Your PayChequer profile is accurate and You agree to inform PaymentEvolution, in writing, of any change in the information provided prior to the next due date of the PAD.
   3. Valid Signing Authority: You warrant and guarantee that all persons whose signatures are required to sign on this account have consented to this agreement.
   4. Authority to Debit: You hereby authorize PaymentEvolution to draw on Your account indicated above with Your Financial Institution, for the purpose of transactions as authorized by You including any administration fees as noted in Your Order Form. You understand that You have certain recourse rights if any debit does not comply with this agreement and that You may obtain a Reimbursement Claim form, or for more information regarding Your recourse rights, You may contact either Your financial institution or visit www.cdnpay.ca. You understand that PayChequer third-party services and/or other services may be terminated in the event that a transaction withdrawal is refused for any reason and the financial institution shall not be held liable in any way should such an event occur. You understand that this authorization shall remain valid unless written notice requesting cancellation by the applicant or account holder(s) is received at least ten business days prior to the next pre-authorized payment due date. You further understand that a sample cancellation form and/or more information on my/our right to cancel a pre-authorized payment agreement can be found at Your financial institution or by visiting www.cdnpay.ca. You represent and warrant that the payment information provided is complete and accurate and You will promptly notify PaymentEvolution Corporation of any changes in such information and all persons required to authorize withdrawals from the account specified have authorized the debits to be drawn from the specified account pursuant to this agreement.
   5. Frequency and Amount of Debits: A debit, in paper, electronic or other form in a variable amount ranging from $0 to the maximum amount specified above may be drawn on our account in a sporadic manner. Annual top-ups or adjustments are not permitted. As payments are sporadic, You agree to cooperate with PaymentEvolution to pre-authorize the processing of each and every PAD against Your account by use of an online password, or such other electronic signature equivalent. You agree that Your acceptance of an Order Form is valid authorization for this debit or series of debits. The Order Form summary prior to the PAD will act as sufficient notice and You therefore waive any requirements for pre-authorization. You understand that the frequency will be under Your control through Your authorization via the PayChequer service when You complete the Order Form. This action is understood as the PAD trigger event.
   6. Cancellation: This authority is to remain in effect until PaymentEvolution Corporation has received written notification from You of its change or termination. This notification must be received at least ten (10) business days before the next debit is scheduled at the address provided below. You may obtain a sample cancellation form, or more information on Your right to cancel a PAD Agreement at Your financial institution or by visiting www.cdnpay.ca.
   7. Contract for Goods or Services: Revocation of this Authorization does not terminate any contract for goods or services that exists between the You and PaymentEvolution. Your Authorization applies only to the method of payment and does not otherwise have any bearing on the contract for goods or services exchanged.
   8. Recourse/Reimbursement: You have certain recourse rights if any debit does not comply with this agreement. For example, You have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD agreement. To obtain more information on our recourse rights, You may contact Your Financial Institution or visit www.cdnpay.ca. You may dispute a Pre-Authorized Debit in accordance with CPA Rules under the following conditions: a) The PAD was not drawn in accordance with Your Authorization; or b) This Authorization was revoked. In order to be reimbursed, You acknowledge that a declaration to the effect that either (1) or (2) took place, must be completed and presented to Your branch of Your Financial Institution up to and including 10 calendar days after the date on which the disputed PAD was posted to Your account. You acknowledge that any claim made after 10 business days or for any reason other than the above, is a matter to be resolved solely between the PaymentEvolution and Yourself.
   9. Validation by Processing Financial Institution: You acknowledge Your Financial Institution is not required to verify that any purpose of payment for which a PAD was issued has been fulfilled by the Payee or that a PAD has been issued in accordance the particulars of our Authorization including, but not limited to, the amount, as a condition to honouring a PAD issued by PaymentEvolution on Your account.
   10. Pre-Notification Waiver: You agree to waive the requirement under the CPA Rules to receive a written pre-notification prior to each PAD as set out in the Rules. Written Confirmation of Electronic PAD Agreement: You and PaymentEvolution mutually agree, the 15-day period for advance delivery of the written confirmation is reduced to 1 day.
   11. Confidentiality: You understand and agree to this PAD arrangement and to the disclosure of any confidential information to any third parties as may be required to process the PAD in accordance with the CPA Rules. Other disclosure of this information is not permitted.
5. Direct Deposit Errors: In the event of an error in the automatic deposit of funds to Your account, You authorize PaymentEvolution to correct the error in Your account. You understand that if an error is made, You shall receive written notification from PaymentEvolution with an explanation of such error and the corrective actions to be taken.

28. Termination of PayChequer Service

1. User acknowledges and understands that if User terminates the PayChequer Service through User's Account or PaymentEvolution terminates the Payroll Service pursuant to Section Term and Termination of the PaymentEvolution Terms, then such termination may not be reversible. In the event that User or PaymentEvolution terminates User's PayChequer Service, then as of the time of such termination, PaymentEvolution will have no obligation to make further filings on User's behalf.

These Business Payments Terms are "Service Terms" under the PaymentEvolution Terms. Capitalized terms used but not otherwise defined in these Business Payments Terms shall have the meanings ascribed to such terms in the PaymentEvolution Terms. The Business Payments Agreement is a legally binding agreement between User and PaymentEvolution. User is encouraged to read the Business Payments Agreement carefully and to save a copy of it for User's records. If User is agreeing to these Business Payments Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Business Payments Agreement, and User's agreement to these terms will be treated as the agreement of such business or individual. In that event, "User" (as defined in the PaymentEvolution Terms) also refers to that business or individual. By (i) clicking the applicable button to indicate User's Service Plan choice, (ii) clicking the applicable button to indicate User's acceptance of the Business Payments Agreement, or (iii) accessing or using the Business Payments Service, User accepts the Business Payments Agreement, and User agrees, effective as of the date of such action, to be bound by the Business Payments Agreement.

29. Provision of the Business Payments Service

Subject to the terms and conditions of the Business Payments Agreement, PaymentEvolution agrees to use reasonable efforts to provide User with the Business Payments Service in accordance with the Business Payments Agreement.

In addition to the obligations specified in these Business Payments Terms, User has certain obligations under the PaymentEvolution Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User's Account; (iii) follow instructions that PaymentEvolution provides to User with respect to the Business Payments Service; (iv) provide accurate, timely, and complete information required for PaymentEvolution to perform the Business Payments Service and maintain the accuracy and completeness of such information; (v) notify PaymentEvolution of third-party notices, such as Canada Revenue Agency ("CRA") penalty notices, which could affect PaymentEvolution's ability to effectively provide the Business Payments Service or which could increase the likelihood that a Claim is brought against User or PaymentEvolution in connection with the Business Payments Service; and (vi) refrain from taking certain prohibited actions, as described in further detail in Section User Accounts and Responsibility and Section General Provisions of the PaymentEvolution Terms.

30. Electronic Funds Movement

1. Funding via Bank Account: On or prior to User's business payment or other applicable settlement or due date, User authorizes PaymentEvolution to initiate debit Entries to the Bank Account at the financial institution indicated by the account number associated with the Bank Account that User provides to PaymentEvolution (the "Bank"), and to debit the Bank Account in such amounts as are necessary to (i) fund User's business payment(s); (ii) pay any fees or charges associated with the Business Payment Service, including, without limitation, finance charges; (iii) pay any debit, correcting, or reversing Entry initiated pursuant to the Business Payment Agreement which is later returned to PaymentEvolution; (iv) verify the Bank Account through a test deposit or debit authorization; and (v) pay any other amount that is owing under the Business Payment Agreement or in connection with the Business Payment Service. User also authorizes PaymentEvolution to initiate credit Entries to the Bank Account in the event that PaymentEvolution is required to return Unpaid Funds to User, as described in Section Failed Deposits of these Business Payment Terms. These authorizations are to remain in full force and effect until PaymentEvolution has received written notice from User of termination of any such authorizations in such time and such manner as to afford PaymentEvolution and the Bank a reasonable opportunity to act upon such notice. PaymentEvolution is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.
2. If using Bank Account funding, User will maintain in the Bank Account, as of the applicable debit date, or other settlement or due date and time, immediately available funds sufficient to cover all disbursements, fees, taxes or any other amounts due (collectively, the "Amounts Due") under the Business Payments Agreement. User's obligation to have sufficient funds in the Bank Account to cover the Amounts Due matures at the time PaymentEvolution originates the applicable Entries for the Amounts Due and is unaffected by termination of the Business Payments Service. PaymentEvolution may set off any amounts User owes to it against any amounts it owes to User in order for PaymentEvolution to obtain payment of User's obligations as set forth in the Business Payments Agreement.
3. Funding via Wire or Bill Payment: On or prior to the User's funding deadline date (as shown to the User when submitting a business payment), the User will send funds to the designated PaymentEvolution account. If funds are not received prior to the deadline, User acknowledges that direct deposits and other payments may not be completed.
4. Funding via Reseller: Certain Resellers may provide payment services. PaymentEvolution's sole responsibility will be to transmit payment instructions to the Reseller. The Reseller may prescribe additional terms for use of their payment service.
5. If User does not have sufficient funds to pay the Amounts Due at the time required, or if User refuses to pay the Amounts Due, then PaymentEvolution will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or Claims directly or indirectly arising from such failure to pay, and PaymentEvolution may (i) debit the Bank Account or any other account owned in whole or in part by User to pay disbursements, fees or charges, taxes, or other amounts due; (ii) refuse to pay any unremitted taxes to the applicable tax agencies, in which case the tax liability will become User's sole responsibility; (iii) refuse to perform further Services; and/or (iv) immediately terminate the Business Payments Agreement. For any amounts due and unpaid, PaymentEvolution may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts in accordance with Section Service Fees and Charges of the PaymentEvolution Terms.
6. Failed DepositsIn the event that a direct deposit payment fails to be paid to the payee and PaymentEvolution cannot ultimately successfully make a payment on User's behalf to the payee, and the funds are returned to PaymentEvolution ("Unpaid Funds"), PaymentEvolution will notify User of such Unpaid Funds and provide User with the appropriate details related to those funds. In addition, PaymentEvolution will return the Unpaid Funds to User in accordance with Section Funding via Bank Account of these Business Payments Terms. Funds unclaimed for more than 180 days may be subject to fees or other charges. User, not PaymentEvolution, is required to contact payees and/or otherwise resolve the Unpaid Funds. User acknowledges that User is responsible for complying with all applicable unclaimed or abandoned property laws related to Unpaid Funds, and User hereby expressly releases PaymentEvolution from all liability and Claims directly or indirectly arising from unclaimed or abandoned property laws, including any applicable penalties and/or interest. PaymentEvolution shall have no obligation to defend or otherwise indemnify User in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds under its unclaimed or abandoned property laws. User may update the account information as necessary to reflect any necessary changes in accordance with the provisions of these Business Payments Terms to allow PaymentEvolution to re-perform the direct deposit payment on User's behalf.

31. User Acknowledgement

1. Amounts withdrawn from the Bank Account for direct deposits ("Payment Funds") will be held by PaymentEvolution in accounts at PaymentEvolution's financial institutions (collectively, the "Payment Account") until such time as those payments are due to User's employees and/or independent contractors and the appropriate taxing agencies, and no interest will be paid to User on these amounts. User acknowledges that PaymentEvolution is entitled to invest the Payment Funds in accordance with its investment guidelines established from time to time, and that PaymentEvolution, in its own capacity, is entitled to all income and gains derived from or realized from such investments and is not accountable to User, User's employees, or any other person for such income or gains. In order to facilitate the timely payment of direct deposits, PaymentEvolution may pledge any investments held in the Payment Account in connection with a loan or investment, rather than convert such investments to cash for each payment. To the extent PaymentEvolution receives the Payment Funds, PaymentEvolution shall indemnify and hold User harmless from and against any loss of any portion of the principal amount of the Payment Funds (including any losses of principal resulting from the investment of the Payment Funds) caused by PaymentEvolution while holding the funds in its Payment Account. If PaymentEvolution incurs losses on the investment of the Payment Funds or uses the Payment Funds for any other purpose, PaymentEvolution will make the required direct deposits on User's behalf by using PaymentEvolution's own funds or other assets. User acknowledges that no government agency monitors or assumes any responsibility for PaymentEvolution's financial solvency.
2. In the event that PaymentEvolution erroneously credits an amount to the Bank Account in excess of the amount that should have been credited (the "Excess Credit Amount"), if any, then User shall promptly notify PaymentEvolution as soon as it becomes aware of such erroneous credit. User authorizes PaymentEvolution to debit any Excess Credit Amounts from the Bank Account, and if the Bank Account contains insufficient funds to cover the Excess Credit Amount, User agrees to promptly refund the Excess Credit Amount to PaymentEvolution through other payment methods that PaymentEvolution may deem acceptable at its sole discretion.
3. PaymentEvolution's standard processing time for business and contractor payments is four (4) business days, but if User qualifies for one of PaymentEvolution's expedited processing programs (each, an "Expedited Payment Program"), then subject to the provisions of this paragraph, and subject to an Account Administrator approving and Submitting Payment Information to PaymentEvolution, PaymentEvolution will process User's business and contractor payments in less than four (4) business days. Whether User initially qualifies for or continues to qualify for PaymentEvolution's Expedited Payment Programs is at the sole discretion of PaymentEvolution, and PaymentEvolution has no obligation to provide expedited payment processing services to User. If PaymentEvolution processes User's business and/or contractor payments through an Expedited Payment Program and the Bank Account has insufficient funds to cover such Amounts Due for such business and/or contractor payments, or the Bank otherwise rejects the portions of the AFT files originated by PaymentEvolution that relate to Entries for such Amounts Due, then User will owe, and be liable to PaymentEvolution for, such Amounts Due (the "Expedited Payment Amounts Due"). User will ensure that any Expedited Payment Amounts Due are promptly paid to PaymentEvolution via a payment method that PaymentEvolution, in its sole discretion, determines is acceptable. If User is liable for any Expedited Payment Amounts Due or if PaymentEvolution has any reason to believe that User may be in violation of the Business Payment Agreement, then PaymentEvolution may immediately revoke User's eligibility for any Expedited Payment Program. This provision shall not limit PaymentEvolution from exercising any other rights or remedies it may have under the Business Payment Agreement to recover the Expedited Payment Amounts Due.
4. In order to use the Business Payment Service, User must authorize payables data to be sent to PaymentEvolution during and after the enrollment process. PaymentEvolution will not be liable for any penalty, interest, or other Claim that results from inaccurate or incomplete information that User, an Account Administrator, or an Authorized Representative supplies. User shall timely and accurately update all payables information as necessary to reflect changes and respond with additional information, as may be requested from time to time by PaymentEvolution. It is User's responsibility to submit complete, timely, and accurate information to PaymentEvolution in connection with the Business Payment Service. Any penalty or interest incurred, or any other Claim that arises, due to inaccurate or incomplete information provided by User will be User's sole responsibility. User further agrees to hold PaymentEvolution harmless from such liability. PaymentEvolution, at its option, may decide not to process User's business payment if there are any unresolved problems with any information requested by PaymentEvolution or submitted by User, an Account Administrator, or an Authorized Representative.

32. Termination of Business Payment Service

1. User acknowledges and understands that if User terminates the Business Payment Service through User's Account or PaymentEvolution terminates the Business Payment Service pursuant to Section Term and Termination of the PaymentEvolution Terms, then such termination may not be reversible. In the event that User or PaymentEvolution terminates User's Business Payment Service, then as of the time of such termination, PaymentEvolution will have no obligation to make further payments on User's behalf.

33. Consent to Share Certain Vendor and Independent Contractor Information with Employer

1. User acknowledges and understands that in providing the Business Payment Service, PaymentEvolution acts as an intermediary between employers and their vendors and/or independent contractors. If User is an employee or independent contractor, then User hereby authorizes PaymentEvolution to share with User's employer any information that User has provided to PaymentEvolution in connection with the Business Payment Service.

These Benefits Service Terms are "Benefits Service Terms" under the PaymentEvolution Terms. PaymentEvolution agrees to assist User to find, select and manage one or more insurance plans (the "Insurance Plan" and collectively, the "Insurance Plans") offered by insurance companies (the "Benefits Provider and collectively, the "Benefits Providers" provided by the PaymentEvolution Service. Capitalized terms used but not otherwise defined in these Benefits Service Terms shall have the meanings ascribed to such terms in the PaymentEvolution Terms. The Benefits Services Agreement is a legally binding agreement between User and PaymentEvolution. User is encouraged to read the Benefits Service Agreement carefully and to save a copy of it for User's records. If User is agreeing to these Benefits Service Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Benefits Service Agreement, and User's agreement to these terms will be treated as the agreement of such business or individual. In that event, "User" (as defined in the PaymentEvolution Terms) also refers to that business or individual. By (i) clicking the applicable button to indicate User's Service Plan choice, (ii) clicking the applicable button to indicate User's acceptance of the Benefits Service Agreement, or (iii) accessing or using the Benefits Service, User accepts the Benefits Service Agreement, and User agrees, effective as of the date of such action, to be bound by the Benefits Service Agreement.

34. Provision of the Benefits Service

Subject to the terms and conditions of the Benefits Service Agreement, PaymentEvolution agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Service Agreement.

In addition to the obligations specified in these Benefits Service Terms, User has certain obligations under the PaymentEvolution Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User's Account; (iii) follow instructions that PaymentEvolution provides to User with respect to the Benefits Service; (iv) provide accurate, timely, and complete information required for PaymentEvolution to perform the Benefits Service and maintain the accuracy and completeness of such information; (v) notify PaymentEvolution of third-party notices, such as Canada Revenue Agency ("CRA") penalty notices, which could affect PaymentEvolution's ability to effectively provide the Benefits Service or which could increase the likelihood that a Claim is brought against User or PaymentEvolution in connection with the Benefits Service; and (vi) refrain from taking certain prohibited actions, as described in further detail in Section User Accounts and Responsibility and Section General Provisions of the PaymentEvolution Terms.

35. Benefits Service

1. PaymentEvolution shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the "Benefits Administrator") with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums.
2. For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users' dependents upon the happening of a qualifying life event or enrollment period; (ii) managing individual deductions of health insurance premiums; and (iii) providing Users with Insurance Plan documents certain other information from the Benefits Provider.
3. User acknowledges that in order for PaymentEvolution to provide the Benefits Service, User must first (i) identify the User's current broker or agent of record; (ii) allow PaymentEvolution to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that PaymentEvolution, in its reasonable discretion, determines should be advised; and (iii) either (a) direct PaymentEvolution to work with the current User's broker or agent of record; or (b) have PaymentEvolution elect a new broker or agent of record for the User. User acknowledges and permits this broker or agent of record, to receive commissions from User's Benefits Providers.
4. The User's broker or agent of record is solely responsible for compliance with local and federal laws, insurance board licenses and other requirements in connection with the Benefits Service. PaymentEvolution is not a Benefits Provider or broker or agent of record. As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. Additionally, PaymentEvolution does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. As part of the Benefits Service, PaymentEvolution may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. The decision to accept any such Insurance Plan is made solely by the User.
5. PaymentEvolution shall make Benefits Service recommendations and price estimations based on User's location, group size, and specific circumstances. User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User's specific circumstances; and (iii) may not fulfill User's obligations pursuant to local or federal laws or regulations. User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to PaymentEvolution or the Benefits Provider at the time of Insurance Plan selection.
6. As part of the Benefits Service, PaymentEvolution may provide oral or written summaries and descriptions of Insurance Plans (the "Benefits Guidance"). In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control.
7. User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider.

36. Termination of Benefits Service

1. User acknowledges and understands that if User terminates the Benefits Service through User's Account or PaymentEvolution terminates the Benefits Service pursuant to Section Term and Termination of the PaymentEvolution Terms, then such termination may not be reversible. In the event that User or PaymentEvolution terminates User's Benefits Service, then as of the time of such termination, PaymentEvolution will have no obligation to make further Benefits Services on User's behalf.

37. Consent to Share Certain Information with Benefits Provider

1. User acknowledges and understands that in providing the Benefits Service, PaymentEvolution acts as an intermediary between employers and their Benefits Provider and / or broker or agent of record. User hereby authorizes PaymentEvolution to share with User's employer any information that User has provided to PaymentEvolution in connection with the Benefits Service to the Benefits Provider and / or broker or agent of record.

These HX Service Terms are "HX Service Terms" under the PaymentEvolution Terms. PaymentEvolution agrees to assist User with human resource issues affecting their workplace on a consultative basis. Capitalized terms used but not otherwise defined in these HX Service Terms shall have the meanings ascribed to such terms in the PaymentEvolution Terms. The HX Services Agreement is a legally binding agreement between User and PaymentEvolution. User is encouraged to read the HX Service Agreement carefully and to save a copy of it for User's records. If User is agreeing to these HX Service Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the HX Service Agreement, and User's agreement to these terms will be treated as the agreement of such business or individual. In that event, "User" (as defined in the PaymentEvolution Terms) also refers to that business or individual. By (i) clicking the applicable button to indicate User's Service Plan choice, (ii) clicking the applicable button to indicate User's acceptance of the HX Service Agreement, or (iii) accessing or using the HX Service, User accepts the HX Service Agreement, and User agrees, effective as of the date of such action, to be bound by the HX Service Agreement.

38. Provision of the HX Service

Subject to the terms and conditions of the HX Service Agreement, PaymentEvolution agrees to use reasonable efforts to provide User with the HX Service in accordance with the HX Service Agreement.

In addition to the obligations specified in these HX Service Terms, User has certain obligations under the PaymentEvolution Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User's Account; (iii) follow instructions that PaymentEvolution provides to User with respect to the HX Service; (iv) provide accurate, timely, and complete information required for PaymentEvolution to perform the HX Service and maintain the accuracy and completeness of such information; (v) notify PaymentEvolution of third-party notices, such as provincial / territorial notices from administrators of a respective employment standards, which could affect PaymentEvolution's ability to effectively provide the HX Service or which could increase the likelihood that a Claim is brought against User or PaymentEvolution in connection with the HX Service; and (vi) refrain from taking certain prohibited actions, as described in further detail in Section User Accounts and Responsibility and Section General Provisions of the PaymentEvolution Terms.

This HX Service agreement is part of the general terms for PaymentEvolution services.

39. HX Service

1. Website License: User is granted a non-exclusive, non-transferable, revocable, limited license to access and use the HX website and content in accordance with these Terms of Use. PaymentEvolution may terminate this license at any time for any reason..
2. Limitation of Use: User may use the HX website and any content for which a fee is not charged for personal use or the organization's internal use only, and specifically not for purposes of commercial exploitation. You may not print, download, copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the HX website or content for which a fee is not charged, except to the extent permitted above. Any unauthorized use of the HX website or the content is prohibited.
3. Not Professional Advice: The HX website and the content do not constitute consulting, human resources or any other type of professional advice, and should be used only in conjunction with the services of an HX consultant or other professional advisor who has full knowledge of the user's situation. The accuracy, completeness, adequacy or currency of the HX website and the content is not warranted or guaranteed. Your use of the content, the HX website, or material linked from the HX website is at your own risk.
4. Intellectual Property Rights: The HX website and all content, unless otherwise indicated, is protected by law including, but not limited to, Canada copyright and trade-mark law, as well as other federal or provincial laws and regulations. Any unauthorized use of the HX website and its content may violate copyright laws, trade-mark laws, trade secret laws, or laws relating to privacy and publicity.
5. Ownership of Information and Materials: The information and any products and materials available on or from the HX website are the copyrighted works of PaymentEvolution, and any unauthorized use of that information or materials may violate copyright, trademark and other laws. Any rights not expressly granted herein are reserved. All products and materials available on the HX website or downloaded from the HX website remain the sole property of PaymentEvolution and are solely for the use of the customer purchasing the items. They may not be sold, resold, reproduced, given away, published, republished or loaned to other parties without the express written consent of PaymentEvolution.
6. Errors and Corrections: PaymentEvolution does not warrant or represent that the content and any information available on or through the HX website will be correct, accurate, timely, or otherwise reliable. PaymentEvolution may make changes to the content of the HX website at any time.
7. Returns & Non-Refundable Policy: Due to the nature of "downloadable products", downloads are non-refundable and PaymentEvolution is unable to accept any downloadable returns.

40. Termination of HX Service

1. User acknowledges and understands that if User terminates the HX Service through User's Account or PaymentEvolution terminates the HX Service pursuant to Section Term and Termination of the PaymentEvolution Terms, then such termination may not be reversible. In the event that User or PaymentEvolution terminates User's HX Service, then as of the time of such termination, PaymentEvolution will have no obligation to make further HX Services on User's behalf.

41. Consent to Share Certain Information with HX Provider

1. User acknowledges and understands that in providing the HX Service, PaymentEvolution acts as an intermediary between employers and the HX Provider and / or HR professional. User hereby authorizes PaymentEvolution to share with User's employer any information that User has provided to PaymentEvolution in connection with the HX Service to the HX Provider and / or HR professional.

These API Service Terms are "API Service Terms" under the PaymentEvolution Terms. Capitalized terms used but not otherwise defined in these API Service Terms shall have the meanings ascribed to such terms in the PaymentEvolution Terms. This API Service Agreement is a legally binding agreement between User and PaymentEvolution. User is encouraged to read the API Service Agreement carefully and to save a copy of it for User's records. If User is agreeing to these API Service Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the API Service Agreement, and User's agreement to these terms will be treated as the agreement of such business or individual. In that event, "User" (as defined in the PaymentEvolution Terms) also refers to that business or individual. By (i) clicking the applicable button to indicate User's Service Plan choice, (ii) clicking the applicable button to indicate User's acceptance of the API Service Agreement, or (iii) accessing or using the API Service, User accepts the API Service Agreement, and User agrees, effective as of the date of such action, to be bound by the API Service Agreement.

By registering a softwaer application, webiste, or product or service you offer (an Application) with PaymentEvolution, you acknowledge that you currently have a valid subscription in good standing with PaymentEvolution, and have understood and agree to be bound by these API Service Terms.

42. Scope and Intent

PaymentEvolution makes APIs available to developers as follows:

Self-Serve API Program>: where you can develop Applications using APIs that are available to you immediately upon registation for an API key if you meet the Self-Serve API Program eligibility criteria below and have agreed to these API Service Terms; and

Authorized API Program: where you can develop Applications using APIs that are available only to developers that meet the applicable Authorized API Program eligibility criteria and have agreed to these API Service Terms and any additional Authorized API Program terms and conditions (Addiitonal Terms) which are incorporated by reference into the API Service Terms.

With respect to the Authorized API Program, these API Service Terms shall apply except where there is conflict with the applicable Additional Terms, in which case such Additional Terms shall control.

These API Service Terms shall apply to any use of our APIs unless you have executed a separate signed partnership agreement, in which case that agreement shall apply (Partner Program).

As used in these API Service Terms, APIs means programmatic web application programming interfaces, software and other functionality and their associated tools and documentation that PaymentEvolution makes available.

43. Developer Documentation

Your use of any of our APIs and display of Content in your Application must comply with the technical documentation, usage guidelines, call volume limits, and other documentation maintained at the Developer Site or otherwise made available to you (together, the Developer Documentation, which are expressly incorporated into these API Service Terms by reference). Content means any data or content from our Services or accessed via the APIs. Services means PaymentEvolution.com, PaymentEvolution-branded apps, PayChequer, EVOLV and other PaymentEvolution-related sites, apps, communications and services and technology related thereto.

In the event of any conflict between the Developer Documentation and these API Service Terms, these API Service Terms shall control.

44. Self-Serve API Program Eligibility Criteria

In addition to your compliance with the other requirements and obligations set forth in these API Service Terms, you may participate in the Self-Serve API Program and display Content retrieved via the applicable APIs in your Application if:

1. you are developing an Application designed to help PaymentEvolution registered users (Members) be more productive and successful across the web; for example, by augmenting their profile with Member consent.
2. your Application will not have more than 1,000 lifetime users.
3. your Application will not make more than 1,000 calls to an API in a rolling 24 hour window.
4. your Application will not make more than 60 calls in a rolling 60 second window.
5. your Application will not rely on access to the APIs as a fundamental aspect of your business.
6. your Application will not target current or potential Members with the intent of moving them away from PaymentEvolution Services or replicate any functionality offered by PaymentEvolution and its subsidiaries.

If your Application does not satisfy the above eligibility criteria, you may be eligible for an Authorized API Program or a Partner Program.

45. Access to the APIs

1. Application Registration>: To begin using the APIs for the Self-Serve API Program, you must first login to your PaymentEvolution account and activate the API and generate keys. You will also register your Application for use with the assigned key(s). You agree that we can use, store, and share information submitted by you to PaymentEvolution in connection with your Application to contact you, for attribution purposes, handling inquiries from Members or potential Members about your Application, for other purposes under these API ServiceTerms (for example, we may email you with updates regarding the developer program), and as otherwise permitted in our Privacy Policy. You acknowledge that if you share the contact information of your employees or independent contractors with us, we may contact them in accordance with these API Service Terms.
2. Access Credentials: Once you have successfully registered an Application and met the other requirements for a particular API, you will be given Access Credentials for your Application. Access Credentials means the necessary security keys, secrets, tokens, and other credentials to access the applicable APIs. The Access Credentials enable us to associate your API activity with your Application and the Members using it. All activities that occur using your Access Credentials are your responsibility. Keep your Access Credentials secret. Do not sell, share, transfer, or sublicense them to any other party other than your employees or independent contractors in accordance with the general restrictions below. Do not try to circumvent them and do not require your users to obtain their own Access Credentials to use your Application (for example, in an attempt to circumvent call limits).
3. API License: Subject to your compliance with these API Service Terms, we grant you a limited, non-exclusive, non-sublicensable (except to independent contractors so they may host, develop, test, operate, modify or support your Application in accordance with the general restrictions), non-transferable, non-assignable license under PaymentEvolution's intellectual property rights during the Duration (as defined below) (a) to use the APIs to develop, test, operate and support your Application; (b) to distribute or allow access to your integration of the APIs within your Application to end users of your Application; and (c) to display the Content accessed through the APIs within your Application. For clarity, you have no right to distribute or allow access to the stand-alone APIs.

46. Use of APIs and General Restrictions

In addition to the other terms and conditions in these API Service Terms, except as expressly set forth herein, you agree not to do the following:

1. Implement features or business practices, or use the APIs or Content in a way, that may harm the professional reputation, relationships or misuse the data of Members;
2. Disclose or provide the APIs or Access Credentials to any person or entity other than to your employees or independent contractors, provided (1) such employees or independent contractors enter into an agreement with you at least as protective of PaymentEvolution's rights as this Agreement, and (2) you hereby agree to be responsible for, and liable to PaymentEvolution for, any breaches of such agreements by such employees or independent contractors;
3. Request or publish information impersonating a Member, misrepresent any user or other third party in requesting information or allow any third party, including other Members, to see information obtained from another Member or through another Member's view of the Services or Content;
4. Use the APIs or Content for any illegal purposes, or in any manner which would violate these API Service Terms, or breach any laws or regulations regarding privacy or data protection, or violate the rights of third parties or expose PaymentEvolution or its users to legal liability;
5. Remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including, but not limited to, the APIs, the Developer Documentation, and the Content;
6. Obtain, display or use more Content than is minimally required by the Application;
7. Sell, lease, share (with the exception of making the Content available to users through the Application), transfer, sublicense or otherwise make available any Content, directly or indirectly, to any third party (e.g. you may not sell access to an aggregated collection of Member profiles or the most relevant Members for a position), including, but not limited to, any data broker, ad network, ad exchange, or other advertising monetization-related party;
8. Use the Content for any other purpose other than to allow your users to use the Content in your Application;
9. Use any Content in any advertisements or for purposes of targeting advertisements specifically to any individual user (whether such advertisements appear in the Application or elsewhere), or to generate mass messages, promotions or offers;
10. Make any statements or use any API or Content in a manner that expresses or implies that you, your Application or your use of the Content is sponsored or endorsed by PaymentEvolution;
11. Use any API in any manner that, as determined by PaymentEvolution in its sole discretion, constitutes abusive usage;
12. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, or transmit any viruses, worms, defects, Trojan horses, or any items of a malicious nature through your use of any API;
13. Obfuscate or hide your deployment or use of any PaymentEvolution or subsidiary buttons, sign-in functionality, consent or authorization flows from your users;
14. Provide functionality that proxies, requests or collects PaymentEvolution or subsidiary usernames or passwords;
15. Copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate or otherwise modify any API, Access Credential, Content, Services, or other information or service from PaymentEvolution, through automated or other means;
16. Use Content as an input to reports or scores that could be used for the purposes of determining eligibility for credit, insurance, employment or other business purposes, unless otherwise expressly permitted by PaymentEvolution, in writing, under separate terms;
17. Use Content in any manner that facilitates bias or discriminatory practices, whether intentional or inadvertent, based on any sensitive or legally protected categories or characteristics;
18. Use Content in any manner that facilitates government surveillance (either directly or as a contractor for a government entity);
19. Try to exceed or circumvent limitations on API calls and use. This includes creating multiple Applications for identical, or largely similar, usage;
20. Distribute or allow third parties access to any stand-alone API;
21. Combine any Content with any other PaymentEvolution or subsidiary content (including content obtained through scraping, crawling, spidering or any other technology or software used to access PaymentEvolution or subsidiary content). This includes acquiring such Content from third parties;
22. Attempt to re-identify any de-identified or anonymized data;
23. Access a Member's profile or data through your Application without their express permission;
24. Access, store, display, or facilitate the transfer of any PaymentEvolution or subsidiary content obtained through the following methods: scraping, crawling, spidering or using any other technology or software to access content outside the APIs (such content, collectively, Non-Official Content). This restriction applies (1) whether the Non-Official Content was obtained directly or indirectly through a third party, such as a customer or third party developer, and (2) whether or not the Non-Official Content is stored or displayed in the Application or some other resource, product or service.
25. Use the APIs in any Application that includes adult content, promotes gambling, involves the sale of tobacco, alcohol or other controlled substances to persons under 18 years of age, or otherwise violates any applicable law or regulation;
26. Use the APIs to retrieve Content that is then aggregated with third party data in such a way that an end user cannot attribute the Content to PaymentEvolution.

47. Storage of Content

1. No Storing Any Content>: You must not capture, copy or store any Content or any information expressed by the Content (such as hashed or transformed data), except to the extent permitted by these API Service Terms. You must store all Content in a manner which enables you to identify, segregate and selectively delete such Content. The Content must not be stored in a data repository that would enable any third party access (other than the customer or Member to which it relates).
2. You May Store Tokens: You may store the Application-specific alphanumeric user IDs that we provide to you for identifying users of your Application (Member Tokens) or the authentication tokens that we provide to you when a Member authenticates your Application to their PaymentEvolution account ("OAuth Access Tokens").
3. Caching Content for Performance: Solely to improve your Application's performance, you may cache the Content for up to 24 hours from a request for that Content through the APIs before permanent deletion. Unless otherwise set forth in this section or in any applicable Additional Terms, you do not have any right to store the Content beyond this limited 24 hour period.
4. Member Data: You must obtain legally valid consent from a Member before you may store that Member's Data (to the extent permitted by these API Service Terms).
5. Delete at Member or PaymentEvolution Request: You must immediately delete all Content collected through the APIs about a particular Member, including the Member Token and the OAuth Access Token, upon request by that Member, when the Member uninstalls your Application, when the Member closes their account with you or when requested by PaymentEvolution.
6. Delete for Breach: You must immediately delete all Content if we terminate your use of the APIs for breach of these API Service Terms, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.

48. Your User Agreement and Privacy Policy

Your Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where members download or access your Application. Your privacy practices must meet applicable legal standards and accurately disclose the collection, use, storage and sharing of data.

If your Application is an enterprise application, you must enter into customer agreements with your enterprise customers that describe how you will be accessing PaymentEvolution accounts and Content on the customer's behalf.

You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Members. Your privacy policy must be at least as stringent and user-friendly as PaymentEvolution's.

Member Consent: Before obtaining information from Members, you must obtain their legally valid consent which, at a minimum, shall include: (a) how their data will be used, (b) when it will be collected (e.g., will the Application pull a Member's Data more than once); and (c) how a user can withdraw their consent. The consent must be freely given (in accordance with applicable law) and given by a statement or a clear affirmative action. When a particular Member's Member Token and OAuth Access Token expires, you must obtain that Member's consent again in order to continue to collect and store their data.

49. Safety

Security Measures: Your network, operating system and the software of your web servers, databases, and computer systems (collectively, Systems) must be properly configured to securely operate your Application and process Content. If requested, you must complete PaymentEvolution's security questionnaire. You must promptly report any security deficiencies in, or intrusions to, your Systems that you discover (or are reported publicly or to you) to PaymentEvolution in writing via email to support@paymentevolution.com or subsequent contact information posted on the Developer Site if such intrusions could reasonably be expected to affect the Content, PaymentEvolution or its Members in any way. You will work with PaymentEvolution to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruders. In the event of any security deficiency or intrusion involving the Application, APIs or Content, you will make no public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from PaymentEvolution in each instance.

Monitoring: You will provide us with up to two full-feature client account-level instances to access your Application (and/or other materials relating to your use of the APIs and/or the Content) as reasonably requested by us to verify your compliance with these API Service Terms (including, in particular, your security and privacy obligations under these API Service Terms). You also agree to assist PaymentEvolution in verifying your compliance with these API Service Terms by providing us with information about your Application and storage of Content, which may include access to your Application and other materials or Systems related to your use of the APIs. If you do not demonstrate full compliance with these API Service Terms, as determined in our sole discretion, we may restrict or terminate your access to the APIs. You acknowledge that PaymentEvolution may monitor any API activity from its own systems for the purpose of ensuring quality, improving PaymentEvolution products and Services, and ensuring compliance with these API Service Terms. You must not interfere or attempt to interfere with such monitoring or otherwise obscure from PaymentEvolution your API activity. PaymentEvolution may use any technical means to overcome such interference.

50. Support and Updates

Support: We may provide you with support for the APIs in our sole discretion and we may stop providing support to you at any time without notice or liability to you. We are not obliged to provide any training, support or technical assistance for the Application, the Content, or the APIs directly to your Application users and you agree to communicate to your Application users that you (and not PaymentEvolution) are responsible for any such support.

Updates: We may modify or release subsequent versions of the APIs and require that you use those subsequent versions. Unless we release a new version of the APIs for security or legal reasons, you will have a reasonable amount of notice (as determined by us), to migrate to subsequent versions of the APIs. You acknowledge that once PaymentEvolution releases a subsequent version of an API, the prior version of such API may stop working at any time or may no longer work in the same manner. Your continued use of the APIs following a subsequent release will be deemed your acceptance of modifications.

51. All Rights Reserved

We own all rights, title, and interest in and to the (a) APIs, and all elements, components, and executables of the APIs, (b) Content; (c) Services; and (d) Member Data (clauses (a)-(d) collectively, the PaymentEvolution Materials), and, subject to the foregoing, you own all rights, title, and interest in and to the Application. Except to the limited extent expressly provided in these API Service Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party under these API Service Terms. All rights not expressly granted in these API Service Terms are withheld.

52. License to Your Application

For the Duration you grant us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (a) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and answering inquiries; and (b) link to and direct Members to your Application;

53. Duration

The duration of these API Service Terms (the "Duration") will be from the date upon which you agree to these API Service Terms and will continue until terminated as set forth below.

You may terminate these API Service Terms by discontinuing use of our APIs.

We may suspend or terminate your use of all or any of the APIs or Content at any time if we believe you have violated these API Service Terms, or, in our sole discretion, we believe the availability of the APIs in your Application is not in our or our Members' best interests. We may discontinue the availability of some or all of the APIs or any Content at any time for any reason. We shall provide you with 30 days notice unless we discontinue such availability to protect the security or integrity of the APIs and related offerings, to address user security or user privacy issues, for legal compliance reasons, or to the extent necessary to mitigate damages in relation to third party litigation. We may also impose limits on certain features and services or restrict your access to some or all of the APIs, Content or our Services. Although we will endeavor to provide prior notice of our exercise of our rights pursuant to this Section, it may not be practical or commercially reasonable in all circumstances. Accordingly, all of our rights in these API Service Terms may be exercised without prior notice or liability to you.

Either party may terminate these API Service Terms: (a) if the other party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (b) if the other party has filed against it an involuntary petition for bankruptcy that has not been dismissed within 60 days thereof; (c) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (d) if the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other party; or (e) upon the occurrence of a material breach of these API Service Terms by the other party, if such breach is not cured within 10 days after written notice identifying the matter constituting the material breach is provided by the non-breaching party.

Effect of Termination: Upon termination of these API Service Terms: (a) all licenses granted under these API Service Terms will terminate immediately; (b) upon request, each party will promptly return to the other party or delete all tangible embodiments of confidential information of such party in its possession, custody or control; (c) you will comply with the requirements to delete stored Content; and (d) PaymentEvolution will make commercially reasonable efforts to remove all references and links to your Application from the Services (PaymentEvolution has no other obligation to delete copies of, references to, or links to your Application). Notwithstanding the above, each party may retain a copy of these API Service Terms and such other confidential information of the other party as reasonably required for legal and auditing purposes. PaymentEvolution may request that you certify in writing your compliance with this Section.