This platform agreement (the “Agreement”) is a legally binding agreement between you and Caary Capital Ltd. (“us” or “we”) that sets for the terms and conditions governing the Services. By applying for or using any Service, you agree to be bound by this Agreement. If you have applied for or used one or more Products, the Product Agreements for such Products will also apply to your application or use of such Products, in addition to this Agreement. In this Agreement, “you” means the Business and each User. If you are an individual entering into this Agreement on behalf of the Business, you confirm that you have the authority to act for the Business.
a) You must apply and be approved by us to use the Services. You agree to provide us current, complete and accurate information in your application or as we request and authorize us to investigate and collect information from third parties about you in order to evaluate your application and set your credit limit. You agree to maintain all information provided to us so that it is current, complete and accurate at all times.
b) The Business must designate at least one User and may designate additional Users. The Business is responsible for all actions taken by any User (including compliance with this Agreement) and for the management of all Users, including each User’s access rights to the Services. The Business agrees that any actions taken or instructions given by any User will be binding on the Business. We reserve the right not to approve any User in our sole discretion and without notice.
a) Subject to this Agreement, we will make the Services available for your solely for the business purposes of the Business. You are responsible for obtaining any hardware, software or services required to access or use the Services. Third Party Services may be governed by separate agreements or agreements with third parties, and we have no obligation or liability to you in respect thereof.
b) If you have been approved for a credit card Account, you agree to maintain at all times the minimum balance in your Linked Bank Account as set out in the Statement of Fees and Rates. If at any time you fail to do so, we can deduct amounts owing from your Linked Bank Account and use those funds to pay the amount you owe on your credit card Account, without telling you in advance.
3. Permitted and Prohibited Use
You may only use the Services for the bona fide, lawful business purposes of the Business. You must not: (a) use the Services for any personal, family or household purposes or for any fraudulent, illegal or improper activity or purpose, including falsely identifying yourself as someone else; (b) misuse, abuse, tamper with or otherwise use the Services in a manner that does, that you know or that a reasonable person would expect to cause, interruption, interference, disruption, loss, or degradation of the Services, their availability to other users or our operation thereof; (c) interfere, breach or compromise the integrity or security of the Services; (d) perform or simulate security probes, port scans, security breaches, penetration tests, denial of service attacks or any similar activity; (e) modify, port, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form the Services, or create derivative works based on, or any competitive or emulating software or service using, the Services; (f) resell or distribute the Services; (g) use the Services in a manner or for a purpose that infringes upon the lawful rights of others, is illegal or contravenes any applicable law; (h) upload, post, host, transmit or create any: (i) material that is unlawful, offensive, abusive, fraudulent, counterfeit, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or contains sensitive data such as banking data or health data or violates any intellectual property, privacy or other rights; or (ii) virus, trojan horse, backdoor, bot, script or similar software; (i) except for manually operated web-browsers or expressly permitted use of our application programming interfaces, use any robot, spider, software, script or other automated equipment, device, process or means to use, access, input, interact with, control, retrieve, present, publish or display the Services or to skim, extract, query, compile, process or display any data stored or information input, generated, processed, stored or calculated using the Services, directly or indirectly in any manner whatsoever, including through the use of any screen-scraping or similar process; (j) obscure, hide, mask, modify or alter the user interface of the Services or any reports or statements generated or created using the Services (including any of our trade-marks, notices or legends) in any manner whatsoever, including, without limitation, through the use of overlays, frames, filters, pop-up windows or scripts or through any other user interface layer; (k) use, disclose or provide access to any Service for competitive research, including use by, or disclosure or provision of access to, any of our competitors or for the purposes of developing or marketing any product or service that is similar to or competitive with any of the Services; or (l) attempt, or authorize, cause, permit or encourage any other person to do, any of the foregoing.
b) You are responsible for obtaining any hardware, software or services required to receive or sign communications or documents electronically. We may record telephone calls relating to the Services. If we send communications by post or courier, we will send such communications to the mailing address you have specified.
c) If you have a complaint or concern regarding us or any Service, please contact us through our website. You may also contact us by e-mail at email@example.com or by mail addressed to us at: Caary Capital Ltd., P.O. Box 51036, Eglinton Square, Toronto, ON M1L 4T0 or by phone at 844-412-2279. If you choose to contact us through e-mail, do not send confidential or personal information as e-mail is not a secure means of communication.
5. Security and Liability
You are responsible for securing the use of the Services, including any personal identification numbers, passwords and other credentials you select (“Passwords”) and any e-mail address, mobile phone, phone number or other device or account (“Authentication Devices”) that may be used to confirm your identity. Each Password is only for the personal use of the individual selecting it. Without limiting the generality of the foregoing, you must: (i) not disclose or share any Password with anyone; (ii) not write down any Password; (iii) not use any Password that can be easily obtained or guessed; (iv) not allow anyone else to access or use your Password or any Authentication Device; (v) ensure we have correct and current details of all Authentication Devices; and (v) immediately notify us of any loss, theft or actual or suspected compromise of any Password or Authentication Device and immediately disable any affected Users. You agree that we may rely on all communications, instructions, transactions and changes which have been made through the use of your Password as having been authorized by you, and agree that you are responsible for all actions taken using your Password, until you notify us any compromise thereof.
a) The Business may terminate this Agreement and the provision of Services at any time by sending us written notice. We may terminate or suspend this Agreement and our provision of the Services at any time without notifying you in advance, including in circumstances where we believe the security of the Services or a Password has been compromised. Any termination or suspension of this Agreement will not relieve the Business of its obligation to pay all amounts owing to us. For greater certainty, any termination of this Agreement will automatically result in the termination of all Product Agreements and your access and use of all Products.
a) Except for the limited usage rights granted to you under this Agreement, all right, title and interest in and to the Services and all technology, software and intellectual property used to provide the Services is and will remained owned by us, our licensors or our service providers. You agree that all anonymized aggregate data that: (a) we derive from your use of any Services; or (b) that you transmit to us and which has been anonymized, will be owned by us or our service providers.
b) You hereby grant to us a perpetual, royalty-free, irrevocable, sublicensable right to use, copy, modify, process, transmit and disclose information or data that you transmit to us or which is generated as a result of your use of any Services and which we do not own: (i) as reasonably required for the purposes for which it is provided to us, including the provision of Services; (ii) to modify, enhance, maintain and improve our products and services and create or develop new products or services; (iii) to understand and meet your needs and preferences; (iv) to manage and develop our business and relationship with you; (v) for any other purpose or any other manner as requested by you; or (vi) to defend any claim against us. You represent and warrant that you have obtained all rights, consents and permissions necessary to grant us such right.
8. Personal Information and Sharing of Information
b) We engage with various partners and service providers (collectively, “Partners”) to expand or enhance the value of Services we provide to you. Partners may include, without limitation: (i) service providers that facilitate the transmission of your financial information from financial institutions at which you hold accounts to us; (ii) payment and transaction processing service providers; (iii) receipt and transaction data processing service providers; (iv) identity verification service providers, including credit bureaus; and (v) service providers that facilitate the transmission of your data and information, both to and from accounting service providers or accounting software that you use. In connection with such Partners, you: (A) agree and authorize: (1) us to transmit to or receive your data and information from or through Partners, including without limitation transaction, financial and personal information (collectively, “Your Data”) and (2) us and our Partners to use, retain disclose and transfer Your Data as necessary to provide the Services or to perform our or their obligations under agreements between us and such Partners; (B) represent, warrant and covenant that Your Data is true and accurate and is not defamatory, discriminatory, offensive, obscene, indecent or otherwise unlawful or objectionable; (C) understand and agree that if our relationship with any Partner is suspended or terminated for any reason, that we may be unable to continue to provide the Services or functionality provided by such Partner, and reserve the right to suspend or terminate such Services or functionality without notice or liability; (D) acknowledge and agree that Your Data may be used by us or Partners to: (1) provide the Services or the functionality provided by our Partners; (2) monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical issues; (3) enhance or improve our or their products or services; (4) as required or permitted by applicable law; or (5) as otherwise permitted under this Agreement; and (E) will use reasonable efforts to refrain from transmitting personal information where such information is not required or requested by a given Partner.
a) We may change this Agreement or the Services at any time. We will post any changes to this Agreement to our website. Your continued use of the Services means that you accept such changes. If you do not agree with any such changes, your sole and exclusive remedy is to terminate this Agreement by delivering written notice to us.
b) The Services are provided on an “as-is” and “as-available” basis. We are not responsible or liable for any failure, error, malfunction or inability to use any Service, whether or not within our control. To the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions, express or implied, including any representations, warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, quiet enjoyment or possession and those arising by statute, in law, or from a course of dealing or usage of trade.
c) Our maximum liability is limited to direct damages is limited to direct damages arising directly from our willful misconduct, not to exceed in aggregate for all claims the fees you have paid to us in the last month immediately preceding the cause of action. We will have no liability for any other damages, including any consequential, incidental, indirect, special or punitive damages, or any loss of revenue, loss of profits, loss of expected savings, business interruption, loss of data or information or other pecuniary loss, even if we foresee or have been advised of the possibility of such damages. The disclaimers, limitations and exclusions of liability in this Agreement apply to any of our acts or omissions or those of our representatives, affiliates, agents, suppliers or service providers, and irrespective of the nature of the cause of action, including breach of contract, negligence, tort or any other legal or equitable theory, and will survive a fundamental breach or failure of the essential purpose of this Agreement or any remedy.
d) You will indemnify and hold us, our affiliates, our suppliers, third parties providing Third Party Services and each of their respective directors, officers, employees, agents and representatives from and against all losses, liabilities, claims, demands and expenses directly or indirectly arising from or related to your actions or omissions, including any breach of this Agreement or any infringement of the rights of a third party, including any intellectual property rights.
e) This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario. You agree to submit to and be bound by the laws and the courts of Ontario in the event of any disputes arising in connection with the Services or this Agreement.
f) If any provision of this Agreement is declared or found to be invalid, illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid, illegal, unenforceable or void. If the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.
g) No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the parties. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right hereunder and no partial or single exercise thereof will be deemed of itself to constitute a waiver of such right or any other rights hereunder.
h) This Agreement (including any other agreements or documents expressly referenced) constitutes the entire agreement between the parties with respect to its subject matter hereof and cancels and supersedes any prior understandings and agreements governing the same subject matter. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. You confirm that you have not been induced to enter into this Agreement by any statement not contained in this Agreement.
i) We may assign our rights and obligations under this Agreement at any time without notice. You agree that we may disclose information about you to any prospective assignee. You must not assign or transfer this Agreement or any rights or obligations under this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise. Any such attempted assignment will be null and void.
a) When used in this Agreement, the term “including” means “including, but not limited to” and unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, and words denoting any one gender shall include all genders. The headings in this Agreement are for convenience only and do not affect the interpretation of the rest of the Agreement. When we refer to this Agreement or other agreements or documents, we are referring to this Agreement and those other agreements or documents as they may be amended, replaced or supplemented from time to time. In this Agreement.
b) In this Agreement, capitalized terms have the meaning assigned to them and the following terms have the following meanings:
i) “Account” has the meaning set forth in the Cardholder Agreement.
ii) “Business” means the entity that has qualified for one or more Products.
iii) “Cardholder Agreement” means the Caary Mastercard Business Card Agreement between Peoples Trust Company and you, and all documents that are expressly referred to in such agreement, as amended from time to time.
iv) “Linked Bank Account” has the meaning set forth in the Cardholder Agreement.
v) “Product” means a financial product or service we provide or make available to you from time to time, such as a credit card account.
vi) “Product Agreement” means the agreement between you and us that governs our provision and your use of a specific Product.
vii) “Services” means the Products, services to help you manage Products or your usage thereof and any other services we provide to you, whether through our website, our mobile applications or otherwise, including interfaces integrations with Third Party Services.
viii) “Statement of Fees and Rates” has the meaning set forth in the Cardholder Agreement.
ix) “Third-Party Services” means services or data provided by third parties that interface or are integrated with the Services.
x) “User” means the Business or any individual registered to use the Services on behalf of the Business.