Last Updated: January 15, 2025Paybilt End-User License Agreement
This End-User License Agreement (Agreement)is between the business or individual accepting this Agreement (the Merchant or you) and Bilt Commerce (Ontario) Inc. (Paybilt or us or our). This Agreement is solely between the Merchant and Paybilt and governs the Merchant’s use of Paybilt's software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the App). Review this Agreement completely. The Merchant agrees to be bound by the terms of this Agreement when the Merchant clicks "Accept" or otherwise downloads, installs, copies, or uses the App, and must accept this Agreement before doing so. If the Merchant does not agree to the terms of this Agreement, the Merchant must click "Decline" and must not download, install, copy or use the App.
1. The App
1.1 The App facilitates alternative payment methods for a Merchant’s customers which runs on the Clover Point of Sale system. When the Merchant’s customers make a payment through the Clover Point of Sale system, our App allows your customers to make a payment by alternative methods, including Interac e-transfer.
1.2 Paybilt grants the Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for internal business purposes. The Merchant will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant the Merchant any rights to Paybilt's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property. Paybilt reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to the Merchant under this Agreement. The Merchant will preserve and display any proprietary notices, markings, or branding associated with use of the App.
1.3 The App may update automatically from time-to-time, and the Merchant may be required to accept these updates to continue using the App. Paybilt may perform maintenance on the App, which may result in service interruptions or delays from time to time. Paybilt may not support older versions of the App. The Merchant is solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.
2. Fees
The Merchant will pay Paybilt a monthly fee for use of the App, which will be automatically collected through the payment method you select during set-up for the App. The Merchant is responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on Paybilt's income) imposed by federal, state, or local tax authority. The Merchant must notify Paybilt of any billing errors within 120 days from when an error appears on an invoice, after which the Merchant releases Paybilt from all liability for Losses (defined below) resulting from these errors.
3. Term
This Agreement commences when the Merchant accepts or otherwise downloads, installs, copies, or uses the App; and will continue month-to-month until terminated (this period of time is the Agreement's Term).
4. Suspension and Termination
4.1 The Merchant may only use the App for lawful purposes. Without limiting the generality of the foregoing, Paybilt may promptly suspend or terminate the Merchant’s use of the App if:
- the Merchant violates this Agreement's terms, including the non-payment of fees;
- Paybilt believes the Merchant’s use of the App may damage its reputation or intellectual property rights;
- the agreement(s) with any third party involved in providing the App are terminated or suspended;
- the Merchant exceeds normal and reasonable usage for the App;
- the Merchant experiences a bankruptcy or insolvency event; or
- the Merchant is using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.
4.2 The Merchant may terminate this Agreement at any time and for any reason (without cause) by providing notice to Paybilt. The Merchant’s termination will be effective at the end of the then current month or billing period in which the Merchant gives notice. The Merchant will not receive a refund for the billing period in which the Merchant terminates this Agreement.
5. Confidentiality, Data, and Ideas
5.1 The Merchant and Paybilt will not disclose non-public information about the other's business except in accordance with this Section 5. Non-public information shall include without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, Confidential Information).
5.2 Confidential Information does not include information that:
- is or subsequently becomes publicly available (through no fault of the recipient);
- the recipient lawfully possesses before its disclosure;
- is independently developed without reliance on the discloser's Confidential Information; or
- is received from a third party that is not obligated to keep it confidential. The parties will implement and maintain reasonable safeguards to protect the other's Confidential Information.
5.3 The parties shall not disclose the other's Confidential Information except:
- to directors, officers, employees, or representatives that need to know it in order to perform the obligations under this Agreement;
- in response to a subpoena or court order; or
- as required by applicable law, rule, or regulation.
5.4 The Merchant may provide, or Paybilt may invite the Merchant to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, the Merchant agrees that:
- the Ideas are not Confidential Information;
- the Ideas are not subject to any use or disclosure restrictions (express or implied);
- the Merchant claims no rights in them; and
- Paybilt has no obligation to notify or compensate the Merchant in connection with the Ideas’ disclosure or use.
5.5 The Merchant releases Paybilt from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that the Merchant submits. You agree that all right, title and interest in and to the Ideas are the sole and exclusive property of Paybilt.
6. Account
6.1 The Merchant will be required to register for an account with Paybilt to use the App (the Account). The Merchant will provide us with accurate information when setting up the Account, and will maintain the Account with current information.
6.2 The Merchant will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of the Account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials).
6.3 The Merchant must promptly notify Paybilt if the Merchant discovers a security breach involving the Account or the App. The Merchant is responsible for any unauthorized access to, disclosure, use, or alteration of the Account, the App, or other transaction information that arises through the Merchant’s systems or Account.
6.4 Severability. It the Merchant’s responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through the Account or the use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).
7. Merchant Data
7.1 The Merchant warrants that it has the necessary consents or authorization for all data supplied or provided by, imported, or uploaded to, or otherwise made available to Paybilt (Provides) by the Merchant or by a third party on behalf of the Merchant respecting its use of the App, including the information of the Merchant’s customers (collectively, Merchant Data). Merchant Data shall include Personal Data as defined in App Privacy Policy.
7.2 Merchant acknowledges and agrees that Paybilt may collect Merchant Data from and transfer Merchant Data to Clover for the facilitation of the App and associated services and the Clover Point of Sale system, including to process fees for the payment of the App.
7.3 Merchant acknowledges that by accessing the App and/or Providing Personal Data to Paybilt either by Merchant or third parties acting on its behalf, the Merchant is expressly consenting to the collection, use, transfer and retention of Personal Data by Paybilt in accordance with its App Privacy Policy.
7.4 When a Merchant uninstalls or discontinues its use of the App, you acknowledge and agree that Paybilt may retain the Merchant Data pursuant to its contractual and legal obligations.
7.5 Paybilt shall use commercially reasonable efforts to implement security measures to protect Merchant Data against loss, theft and unauthorized use, disclosure or other compromise.
8. Risk Allocation
8.1 The App is provided to you "as-is" and "as-available." You are solely responsible for determining if the App meets your needs.
8.2 To the maximum extent allowable by law, Paybilt disclaims all warranties (express or implied) not expressly provided herein related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Paybilt is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.
8.3 You will indemnify Paybilt, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, Losses) that result from your use or misuse of the App, or your breach of this Agreement. Paybilt may assume the defense of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party claims involving more than the payment of money without Paybilt's written consent.
8.4 To the maximum extent permitted by applicable law, Paybilt will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of the parties were advised they were possible.
8.5 Paybilt's total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to Paybilt during the 3 months prior to a Loss.
9. Communications
You authorize Paybilt to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone) for notifications relating to the App, including important updates, changes to the App or security alerts. You are responsible for any fees charged by you communications provider for phone, text, or email communications that Paybilt sends to you.
10. General
10.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.
10.2 Paybilt may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.
10.3 Merchant and Paybilt will comply with the laws, rules, and regulations (together, Laws) that apply to the respective performance under this Agreement; including, without limitation, laws related to Personal Data obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties' intellectual property rights.
10.4 This Agreement is governed by the laws of Canada and the Province of Ontario, except where prohibited by law, the parties to these Terms attorn to the exclusive jurisdiction of the courts in Canada and the Province of Ontario in respect of all matters arising hereunder.
10.5 This is the entire agreement between the Merchant and Paybilt, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Paybilt is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
10.6 You may not assign this Agreement without Paybilt's written consent, which assignment is voidable by Paybilt; however, Paybilt may assign this Agreement without notice to you or your consent.
10.7 You may contact Paybilt at: [email protected]
This End-User License Agreement (Agreement)is between the business or individual accepting this Agreement (the Merchant or you) and Bilt Commerce (Ontario) Inc. (Paybilt or us or our). This Agreement is solely between the Merchant and Paybilt and governs the Merchant’s use of Paybilt's software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the App). Review this Agreement completely. The Merchant agrees to be bound by the terms of this Agreement when the Merchant clicks "Accept" or otherwise downloads, installs, copies, or uses the App, and must accept this Agreement before doing so. If the Merchant does not agree to the terms of this Agreement, the Merchant must click "Decline" and must not download, install, copy or use the App.
1. The App
1.1 The App facilitates alternative payment methods for a Merchant’s customers which runs on the Clover Point of Sale system. When the Merchant’s customers make a payment through the Clover Point of Sale system, our App allows your customers to make a payment by alternative methods, including Interac e-transfer.
1.2 Paybilt grants the Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for internal business purposes. The Merchant will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant the Merchant any rights to Paybilt's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property. Paybilt reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to the Merchant under this Agreement. The Merchant will preserve and display any proprietary notices, markings, or branding associated with use of the App.
1.3 The App may update automatically from time-to-time, and the Merchant may be required to accept these updates to continue using the App. Paybilt may perform maintenance on the App, which may result in service interruptions or delays from time to time. Paybilt may not support older versions of the App. The Merchant is solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.
2. Fees
The Merchant will pay Paybilt a monthly fee for use of the App, which will be automatically collected through the payment method you select during set-up for the App. The Merchant is responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on Paybilt's income) imposed by federal, state, or local tax authority. The Merchant must notify Paybilt of any billing errors within 120 days from when an error appears on an invoice, after which the Merchant releases Paybilt from all liability for Losses (defined below) resulting from these errors.
3. Term
This Agreement commences when the Merchant accepts or otherwise downloads, installs, copies, or uses the App; and will continue month-to-month until terminated (this period of time is the Agreement's Term).
4. Suspension and Termination
4.1 The Merchant may only use the App for lawful purposes. Without limiting the generality of the foregoing, Paybilt may promptly suspend or terminate the Merchant’s use of the App if:
- the Merchant violates this Agreement's terms, including the non-payment of fees;
- Paybilt believes the Merchant’s use of the App may damage its reputation or intellectual property rights;
- the agreement(s) with any third party involved in providing the App are terminated or suspended;
- the Merchant exceeds normal and reasonable usage for the App;
- the Merchant experiences a bankruptcy or insolvency event; or
- the Merchant is using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.
4.2 The Merchant may terminate this Agreement at any time and for any reason (without cause) by providing notice to Paybilt. The Merchant’s termination will be effective at the end of the then current month or billing period in which the Merchant gives notice. The Merchant will not receive a refund for the billing period in which the Merchant terminates this Agreement.
5. Confidentiality, Data, and Ideas
5.1 The Merchant and Paybilt will not disclose non-public information about the other's business except in accordance with this Section 5. Non-public information shall include without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, Confidential Information).
5.2 Confidential Information does not include information that:
- is or subsequently becomes publicly available (through no fault of the recipient);
- the recipient lawfully possesses before its disclosure;
- is independently developed without reliance on the discloser's Confidential Information; or
- is received from a third party that is not obligated to keep it confidential. The parties will implement and maintain reasonable safeguards to protect the other's Confidential Information.
5.3 The parties shall not disclose the other's Confidential Information except:
- to directors, officers, employees, or representatives that need to know it in order to perform the obligations under this Agreement;
- in response to a subpoena or court order; or
- as required by applicable law, rule, or regulation.
5.4 The Merchant may provide, or Paybilt may invite the Merchant to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, the Merchant agrees that:
- the Ideas are not Confidential Information;
- the Ideas are not subject to any use or disclosure restrictions (express or implied);
- the Merchant claims no rights in them; and
- Paybilt has no obligation to notify or compensate the Merchant in connection with the Ideas’ disclosure or use.
5.5 The Merchant releases Paybilt from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that the Merchant submits. You agree that all right, title and interest in and to the Ideas are the sole and exclusive property of Paybilt.
6. Account
6.1 The Merchant will be required to register for an account with Paybilt to use the App (the Account). The Merchant will provide us with accurate information when setting up the Account, and will maintain the Account with current information.
6.2 The Merchant will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of the Account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials).
6.3 The Merchant must promptly notify Paybilt if the Merchant discovers a security breach involving the Account or the App. The Merchant is responsible for any unauthorized access to, disclosure, use, or alteration of the Account, the App, or other transaction information that arises through the Merchant’s systems or Account.
6.4 Severability. It the Merchant’s responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through the Account or the use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).
7. Merchant Data
7.1 The Merchant warrants that it has the necessary consents or authorization for all data supplied or provided by, imported, or uploaded to, or otherwise made available to Paybilt (Provides) by the Merchant or by a third party on behalf of the Merchant respecting its use of the App, including the information of the Merchant’s customers (collectively, Merchant Data). Merchant Data shall include Personal Data as defined in App Privacy Policy.
7.2 Merchant acknowledges and agrees that Paybilt may collect Merchant Data from and transfer Merchant Data to Clover for the facilitation of the App and associated services and the Clover Point of Sale system, including to process fees for the payment of the App.
7.3 Merchant acknowledges that by accessing the App and/or Providing Personal Data to Paybilt either by Merchant or third parties acting on its behalf, the Merchant is expressly consenting to the collection, use, transfer and retention of Personal Data by Paybilt in accordance with its App Privacy Policy.
7.4 When a Merchant uninstalls or discontinues its use of the App, you acknowledge and agree that Paybilt may retain the Merchant Data pursuant to its contractual and legal obligations.
7.5 Paybilt shall use commercially reasonable efforts to implement security measures to protect Merchant Data against loss, theft and unauthorized use, disclosure or other compromise.
8. Risk Allocation
8.1 The App is provided to you "as-is" and "as-available." You are solely responsible for determining if the App meets your needs.
8.2 To the maximum extent allowable by law, Paybilt disclaims all warranties (express or implied) not expressly provided herein related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Paybilt is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.
8.3 You will indemnify Paybilt, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, Losses) that result from your use or misuse of the App, or your breach of this Agreement. Paybilt may assume the defense of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party claims involving more than the payment of money without Paybilt's written consent.
8.4 To the maximum extent permitted by applicable law, Paybilt will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of the parties were advised they were possible.
8.5 Paybilt's total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to Paybilt during the 3 months prior to a Loss.
9. Communications
You authorize Paybilt to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone) for notifications relating to the App, including important updates, changes to the App or security alerts. You are responsible for any fees charged by you communications provider for phone, text, or email communications that Paybilt sends to you.
10. General
10.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.
10.2 Paybilt may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.
10.3 Merchant and Paybilt will comply with the laws, rules, and regulations (together, Laws) that apply to the respective performance under this Agreement; including, without limitation, laws related to Personal Data obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties' intellectual property rights.
10.4 This Agreement is governed by the laws of Canada and the Province of Ontario, except where prohibited by law, the parties to these Terms attorn to the exclusive jurisdiction of the courts in Canada and the Province of Ontario in respect of all matters arising hereunder.
10.5 This is the entire agreement between the Merchant and Paybilt, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Paybilt is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
10.6 You may not assign this Agreement without Paybilt's written consent, which assignment is voidable by Paybilt; however, Paybilt may assign this Agreement without notice to you or your consent.
10.7 You may contact Paybilt at: [email protected]