updated: September 18, 2023
Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Factiiv Platform (as defined below), all clients (“Clients,” “you,” “users”) agree to comply with and be bound by these Terms.
Please note: Section 16 of these Terms contains an arbitration clause and class action waiver that applies to all Factiiv Clients. It affects how disputes with Factiiv are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
These Terms constitute a legally binding agreement (“Agreement”) between you and Factiiv (as defined below) governing your access to and use of the Factiiv websites, including any subdomains thereof, and any other websites or digital platforms through which Factiiv makes its services available (collectively, “Site”), all associated services made available by Factiiv (collectively, “Services”), and any mobile, tablet and other smart device applications, and application program interfaces used to access the Services (collectively, “Application”). The Site, Application and Services together are hereinafter collectively referred to as the “Factiiv Platform”. All other terms and policies applicable to your use of the Factiiv Platform are incorporated by reference into this Agreement and can be accessed via the Site.
When these Terms mention “Factiiv,” “we,” “us,” or “our,” they refer to Factiiv Inc.
Our collection and use of personal information in connection with your access to and use of the Factiiv Platform is described in our Privacy Policy.
The Factiiv Platform is an online platform that enables registered users (“Clients”) to access Services on the Factiiv Platform. Clients may use the Factiiv Platform to check credit data, credit scores, transactional data and any payments made to date. Services may include any products and services owned and/or operated by Factiiv or any related third-party vendor on or through the Factiiv Platform, including all software, tools, features, functions, data, and content which Factiiv makes available from time to time through the Factiiv Platform.
If you choose to use the Services, your relationship with Factiiv is limited to being a customer, and not an employee, agent, independent contractor, joint venturer or partner of Factiiv for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Factiiv. Factiiv does not, and shall not be deemed to, direct or control you generally or in your use of the Services or performance under these Terms. You acknowledge and agree that you have complete discretion whether to agree to use the Services or otherwise engage in other activities. Professionals are each responsible for their own performance. As the provider of the Factiiv Platform, Factiiv is not a credit repairer, payday loan lender, investment broker or investment dealer, employer of any loan brokers, payday lenders or investment brokers, and nor does Factiiv engage in the provision of credit repair services, payday lending or the sale of investment products. Factiiv is not acting as an agent in any capacity for any provider of the aforementioned.Factiiv is not authorized under Applicable Laws to engage in the practice of investment broker services, and you hereby acknowledge that Factiiv does not provide any services related to investment brokering.
While we may help facilitate the resolution of disputes, Factiiv has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Services, (ii) the truth or accuracy of any content on the Factiiv Platform, or (iii) the performance or conduct of any user, vendor or third party. You should always exercise due diligence and care when deciding whether to use or participate in any Services.
Factiiv does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with the provision of any Services. You acknowledge and agree that you have complete discretion whether to use or withdraw from any Services or otherwise engage in other activities on the Factiiv Platform.
To promote the Factiiv Platform and to increase the exposure of Services to potential Professionals, Services and other Collective Content (but not including any personal identifying information) may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Clients who speak different languages, Collective Content may be translated, in whole or in part, into other languages. Factiiv cannot guarantee the accuracy or quality of such translations and Clients are responsible for reviewing and verifying the accuracy of such translations. The Factiiv Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
The Factiiv Platform may contain links to third-party websites, resources, services or products (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Factiiv is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Factiiv of such Third-Party Services. Please be aware that any goods and services provided by Third-Party Services may be subject to separate terms and conditions and liability waivers, as well as local laws and regulations.
Due to the nature of the Internet, Factiiv cannot guarantee the continuous and uninterrupted availability and accessibility of the Factiiv Platform. Factiiv may restrict the availability of the Factiiv Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Factiiv Platform. Factiiv may improve, enhance and modify the Factiiv Platform and introduce new Factiiv Services from time to time.
You acknowledge that the Factiiv Platform is not intended to provide legal, tax, investment or accounting advice and that nothing on the Factiiv Platform should be construed as an offer to sell, a solicitation of an offer to buy or a recommendation for any products or services made available by Factiiv or any third party. The information made available by or through Factiiv should only be used for your own personal information and educational purposes. Certain planning tools or money management tips made available on the Factiiv Platform and Factiiv may provide general investment and/or financial educational content based on your input. You are solely responsible for determining whether any investment strategy, money saving strategy, debt management strategy, security or related transaction is appropriate for you based on your personal debt levels, investment objectives, financial circumstances and risk tolerance. You should consult with your own legal, accounting or tax professional regarding your specific situation.
Factiiv reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Factiiv Platform. Changes to these Terms shall be effective immediately upon posting, and you understand and agree that if you use the Factiiv Platform after the date on which the Terms have changed, Factiiv will treat your access to or use of the Factiiv Platform or any Services thereof as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement with us, your continued access to the Factiiv Platform or use of any Services will constitute acceptance of the revised Terms.
You must register an account ("Factiiv Account") to access and use certain features and Services of the Factiiv Platform. If you are registering a Factiiv Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18).
You can register a Factiiv Account by providing us with your first name, last name, corporation name (if any), registered address, phone number and email address. To access certain features and Services of the Factiiv Platform, you may be required to submit additional information, such as banking information and other personal information. You may be given the option to register a Factiiv Account with certain third-party social networking services, such as Facebook or Google ("SNS Account"), and where such option is available, you will have the ability to disable the connection between your Factiiv Account and your SNS Account at any time, by accessing the "Settings" section of the Factiiv Platform. Once your account is registered, Factiiv will provide you with login instructions via email along with an initial password. Upon your initial login, you will be instructed to create your own secure password to access your Factiiv Account.
You must provide accurate, current and complete information during the registration process and keep your Factiiv Account information up-to-date at all times. You shall immediately notify us of any changes in the information you provided to us including registration, billing, payment, shipment and other transaction related information. We will rely on the information you provide. We assume no responsibility or liability for any damages that result from any false, inaccurate or incomplete information provided by you or your failure to update your information. You agree that you will be solely liable for all costs, losses and damages that you or us or any third person incurs as a result of your submission of any false, inaccurate, or incomplete information or your failure to update your information.
You are responsible for maintaining the confidentiality and security of your Factiiv Account credentials and may not disclose your credentials to any third party. You must immediately notify Factiiv if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Factiiv Account. You are liable for any and all activities conducted through your Factiiv Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
All Services are intended for your own use. It is illegal to obtain information on another person or entity other than yourself from us. BY AGREEING TO THESE TERMS, YOU CERTIFY THAT YOU ARE THE PERSON WHOSE PERSONAL INFORMATION OR CREDIT INFORMATION IS BEING SUBMITTED AND REQUESTED. No third party is authorized by Factiiv to ask for your credentials, and you shall not request the credentials of another Client.
All Factiiv Accounts are subject to an internal review and approval by Factiiv. Factiiv may terminate your Factiiv Account at any time in their sole discretion, and you will be notified of such termination. Additionally, Factiiv may choose to not approve your Factiiv Account upon completing its internal review and audit.
You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) you are not located in a country that is subject to a Canadian Government embargo, or that has been designated by the Canadian Government as a "terrorist supporting" country, and (ii) you are not listed on any Canadian Government list of prohibited or restricted parties.
Factiiv may make access to and use of the Factiiv Platform, or certain areas or features of the Factiiv Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting financial thresholds or a Client’s payment and withdrawal history.
For transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Clients to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Clients, (ii) screen Clients against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Client, obtain reports or request that you obtain report from public records of criminal convictions or an equivalent version of background checks in your local jurisdiction (if available).
You should carefully review the description of any Services you intend to use to ensure that you meet any requirements that Factiiv has specified. Clients are responsible for identifying, understanding, and complying with all risks that apply to your participation in any Services. Before and during any Services, Clients must always adhere to Factiiv’s instructions.
By using any Services, you acknowledge and agree: (i) that any risks inherent to the Service lies solely with you; and (ii) that you meet all requirements for participation, such as the minimum age. You expressly waive and release any claim that you may have at any time for injury of any kind against Factiiv, or any person or entity involved with Factiiv, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.
Factiiv’s responsibilities are limited to operating the Factiiv Platform and providing access to the Services. Factiiv is not responsible for any decisions made by the Client, including through the use of any Services, and the results of participating in any Services and/or any consequences thereof. All suggestions and comments relating to the Services are not required to be performed by you and are carried out at your election while using the Services.
Factiiv makes no representations or guarantees verbally or in writing regarding the performance or results from using any Services. Factiiv and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose.
The access to or use of certain areas and features of the Factiiv Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Factiiv Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Factiiv Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
Factiiv may, at its sole discretion, enable Clients to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Factiiv Platform ("Client Content"); and (ii) access and view Client Content and any content that Factiiv itself makes available on or through the Factiiv Platform, including proprietary Factiiv content and any content licensed or authorized for use by or through Factiiv from a third party ("Factiiv Content" and together with Client Content, "Collective Content").
The Factiiv Platform, Factiiv Content, and Client Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the Factiiv Platform and Factiiv Content, including all associated intellectual property rights, are the exclusive property of Factiiv and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Factiiv Platform and Factiiv Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Factiiv used on or in connection with the Factiiv Platform and Factiiv Content are trademarks or registered trademarks of Factiiv in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Factiiv Platform, Factiiv Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Factiiv Platform or Collective Content, except to the extent you are the legal owner of certain Client Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Factiiv or its licensors, except for the licenses and rights expressly granted in these Terms.
Subject to your compliance with these Terms, Factiiv grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application (if any) on your personal device(s); and (ii) access and view any Collective Content made available on or through the Factiiv Platform and accessible to you, solely for your personal and non-commercial use.
By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Client Content on or through the Factiiv Platform, you grant to Factiiv a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Client Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Client Content to provide the Factiiv Platform, in any media or platform. Insofar as Client Content includes personal information, such Client Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Client Content.
You are solely responsible for all Client Content that you make available on or through the Factiiv Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Client Content that you make available on or through the Factiiv Platform or you have all rights, licenses, consents and releases that are necessary to grant to Factiiv the rights in and to such Client Content, as contemplated under these Terms; and (ii) neither the Client Content nor your posting, uploading, publication, submission or transmittal of the Client Content or Factiiv' use of the Client Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You will not post, upload, publish, submit or transmit any Client Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates these Terms. Factiiv may, without prior notice, remove or disable access to any Client Account or Client Content that Factiiv finds to be in violation of applicable law, these Terms or Factiiv’ then-current policies and standards, or otherwise may be harmful or objectionable to Factiiv, its Clients, third parties, or property.
Factiiv respects copyright law and expects its Clients to do the same. If you believe that any content on the Factiiv Platform infringes copyrights you own, please contact us.
Factiiv may charge fees to Clients ("Service Fees") in consideration for the use of the Factiiv Platform. More information about when Service Fees apply and how they are calculated can be found on our Service Fees page.
Any applicable Service Fees (including any applicable Taxes) will be displayed to a Client prior to accepting a Factiiv plan (“Plan”). Factiiv reserves the right to change the Service Fees at any time by posting such changes on the Factiiv Platform.
You are responsible for paying any Service Fees that you owe to Factiiv. The applicable Service Fees (including any applicable Taxes) are collected by Factiiv automatically when you enrol in a Factiiv Plan. Except as otherwise provided on the Factiiv Platform, Service Fees are non-refundable.
You are responsible for understanding and complying with all laws, rules and regulations that may apply to your use of any Services and ensuring that Services will not breach any agreement you may have with any third party.
If you or we terminate these Terms, the clauses of this section 7.5 that reasonably should survive termination of these Terms will remain in effect. When these Terms are terminated, you are not entitled to a restoration of your account (if your account is cancelled) or of the Client Content.
You should carefully review the description of any Plans you intend to enroll in to ensure you meet all requirements for such Plan. You in their sole discretion accept all circumstances that may impact your ability to participate in any Services. In addition, certain laws in the location of the Services may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in any Services.
Factiiv may use information provided by you and/or by third parties, including (without limitation) your credit score and other personal information, financial information and preferences, to assess, analyze, arrange and present various products, services, tools, features, offers, information and other content to you and other third parties. Any assessments, analysis, estimates, projections or similar information made available to you through the Factiiv Platform and any Services provided to you are solely for your personal use. The methods, algorithms and criteria used to assess your information and select the various products, services, tools, features, offers, information and other content which may be made available to you is a proprietary trade secret of Factiiv and may be applied by us in any manner in our sole discretion.
Any proprietary methods, algorithms and criteria are not disclosed to, endorsed by or required by the providers of any Third Party Services. The Third Party Services which may be made available to you at any particular time may differ from Third Party Services that are made available to others and from any Services that may be made available to you at other times. To the extent that any Third Party Services may include offers with respect to various products or services, there can be no assurance that you will receive any such offers, that you will be eligible to receive such products or services or that such products or services will meet with your satisfaction. Whether you choose to pursue an offer from a third party will be up to you and Factiiv will not apply on your behalf for any product or service offered by a third party without your prior consent.
Factiiv utilizes a third-party payments services processor to facilitate the collection and remittance of any payments from Clients. These payment services may include (if available) the following (collectively, “Payment Services”):
In order to use the Payment Services, you must be at least 18 years old, must have a Factiiv Account in good standing in accordance with the Terms, and must keep your payment and personal information accurate and complete.
8.2.1 Factiiv Payment Services. By using the Payments Services, you agree to comply with these Terms. Factiiv may: (i) temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services; and (ii) improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.
8.2.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. Factiiv is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Factiiv of those Third-Party Services.
8.2.4 Verification. You authorize Factiiv, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Factiiv reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.
8.2.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.
8.3.1 Adding a Payment Method. When you add a Payment Method to your Factiiv Account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Factiiv or its third-party payment processor(s). You authorize Factiiv and its payment service providers to collect and store your Payment Method information.
8.3.2 Payment Authorization. You allow Factiiv to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Factiiv Account.
8.3.3 Timing of Payment. Factiiv generally charges the Service Fees immediately after you have entered into and confirmed a Plan. Factiiv may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be included in the Service Fees, as applicable, and you agree to pay such fees. Additional terms and conditions may apply for the use of an alternative payment option. If Factiiv is unable to collect the Service Fees due, as scheduled, Factiiv may cancel or terminate your Factiiv Account and/or Plan.
8.3.4 Currency. Factiiv will process each transaction in Canadian dollars. Please note that certain bank fees may apply to your payments and the amount listed on your card statement may be different from the amount shown on your account page. Factiiv is not responsible for any such additional fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.
8.3.5 Refund Prior to Start Date. If a Plan is terminated prior to the first Payment date, Factiiv will terminate your Plan, and any pre-authorization of your Payment Method will be released (if applicable). The timing for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, Stripe, etc.) rules.
8.3.6 Payment Restrictions. Factiiv reserves the right to decline or limit payments that we believe (i) may violate Factiiv’ risk management policies or procedures, (ii) may violate these Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, Factiiv, or others to risks unacceptable to Factiiv.
8.3.7 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Factiiv is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.
8.3.8 Your Payment Method, Your Responsibility. Factiiv is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.
8.3.9 Failure to Make Payment. If Factiiv is unable to collect your initial payment prior to the start date of the Plan, Factiiv will notify you of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 hours of the notice or prior to the start date of the Plan, whichever is earlier. If you fail to complete the payment, you authorize Factiiv to cancel the Plan on your behalf. You acknowledge that you may incur fees for cancellations.
8.3.10 Recurring Payments. Factiiv will require Clients to make recurring payments of Service Fees owed on a monthly basis (“Recurring Payments”). All Clients authorize Factiiv to collect the Service Fees due on a recurring basis. To stop a Recurring Payment, you must comply with the requirements of Factiiv’ withdrawal policy before the scheduled date of the payment.
8.4.1 Fees. Factiiv may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in these Terms and via the Factiiv Platform.
8.4.2 Payment Authorizations. You authorize Factiiv to collect from you amounts due pursuant to these Terms by charging the Payment Method associated with the relevant Plan, or any other Payment Method on file that you authorize in your Factiiv Account (unless you have previously removed the authorization to charge such Payment Method(s)). Specifically, you authorize Factiiv to collect from you:
In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to Factiiv collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.
8.4.4 Payment Processing Errors. Factiiv will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. This may be performed by Factiiv or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you. To the extent you receive any funds in error, you agree to immediately return such funds to Factiiv.
You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:
Factiiv generally supports payment amounts that are payable from or to Clients to the smallest unit supported by a given currency (i.e., Canadian cents, U.S. cents or other supported currencies). Where Factiiv’ third-party payment services provider does not support payments in the smaller unit supported by a given currency, Factiiv may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Clients to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar or other supported currency); for example, Factiiv may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.
You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where you are located may require Taxes to be collected from Clients on Total Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Total Fees set by Factiiv ("Tax").
Factiiv shall have no liability or responsibility for withholding or remitting any income, payroll, or other federal or provincial taxes, including employment insurance remittances, Canada Pension Plan contributions, or employer health tax or worker’s compensation insurance premiums for any Clients. Clients are alone responsible for these withholding, remitting and registration obligations, and shall indemnify Factiiv from and against any order, penalty, interest, taxes or contributions that may be assessed against Factiiv due to the failure or delay by Client to make any such withholdings, remittances or registration, or to file any information required by any law.
You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Factiiv Platform. In connection with your use of the Factiiv Platform, you will not and will not assist or enable others to:
You acknowledge that Factiiv has no obligation to monitor the access to or use of the Factiiv Platform by any Client or to review, disable access to, or edit any Client Content, but has the right to do so to (i) operate, secure and improve the Factiiv Platform (including without limitation for fraud prevention, risk assessment, investigation and Client support purposes); (ii) ensure Clients’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Client Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Clients agree to cooperate with and assist Factiiv in good faith, and to provide Factiiv with such information and take such actions as may be reasonably requested by Factiiv with respect to any investigation undertaken by Factiiv or a representative of Factiiv regarding the use or abuse of the Factiiv Platform.
This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Factiiv terminate the Agreement in accordance with this provision.
You may terminate this Agreement at any time by sending us an email, or as we may otherwise direct from time to time. If you cancel your Factiiv Account, any accepted Plan will be automatically cancelled and Factiiv will terminate your Plan and account upon recovering all amounts owed to Factiiv in accordance with these Terms.
Without limiting our rights specified below, Factiiv may terminate this Agreement for convenience at any time upon notice via email to your registered email address.
Factiiv may immediately, without notice, terminate this Agreement and/or stop providing access to the Factiiv Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Factiiv believes in good faith that such action is reasonably necessary to protect the personal safety or property of Factiiv, its Clients, or third parties (for example in the case of fraudulent behavior of a Client).
In addition, Factiiv may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information regarding a Payment Method or Payout Method or during the Factiiv Account registration, or thereafter, (iv) you at any time fail to meet any applicable quality or eligibility criteria, (v) Factiiv becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly failed to make payments due to Factiiv and in accordance with your Plan, (vii) for any amounts you owe under these Terms that are overdue or in default, or (viii) Factiiv believes in good faith that such action is reasonably necessary to protect the personal safety or property of Factiiv, its Clients, or third parties, or to prevent fraud or other illegal activity:
In case of non-material breaches and where appropriate, you may be given notice of any intended measure by Factiiv and an opportunity to resolve the issue to Factiiv' reasonable satisfaction.
Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method.
If we take any of the measures described above (i) all confirmed Plans will be immediately cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for any Plans that were cancelled.
When this Agreement has been terminated, you are not entitled to a restoration of your Factiiv Account or any of your Client Content. If your access to or use of the Factiiv Platform has been limited or your Factiiv Account has been suspended or this Agreement has been terminated by us, you may not register a new Factiiv Account or access and use the Factiiv Platform through an Factiiv Account of another Client.
Sections 5 and 14 to 22 of these Terms shall survive any termination or expiration of this Agreement.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC'S CONSUMER PROTECTION ACT, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree that some Services may carry inherent risk, and by participating in, purchasing or using those Services you choose to assume those risks voluntarily. You assume full responsibility for the choices you make before, during and after your participation or use of any Services. If you choose to use the Factiiv Platform, any content on the Factiiv Platform or any Services, you do so voluntarily and at your sole risk. The Factiiv Platform, any content on the Factiiv Platform and all Services offered on or through the Factiiv Platform are provided “as is”, without warranty of any kind, whether express, implied or statutory, including, but not limited to, warranties of merchantability, fitness of a particular purpose, accuracy, title or non-infringement. You agree that you have had whatever opportunity you deem necessary to investigate the Services and any laws, rules or regulations that may be applicable to the Services and that you are not relying upon any statement of law or fact made by Factiiv as it relates to the Services.
You agree that the Factiiv Platform, the Collective Content and the Services are provided for informational purposes only and are not intended to provide financial advice to you and you should not rely upon them to provide any such advice. You should seek the advice of professionals regarding the evaluation and verification of any content or Services provided on the Factiiv Platform and, in any event, prior to making any financial decisions based on them.
To the maximum extent permitted by law, Factiiv, its officers, directors, employees and agents disclaim all warranties, express or implied, in connection with the Services, and your use thereof. Factiiv makes no warranties or representations about the accuracy or completeness of any content on the Factiiv Platform or in any Services and assumes no liability or responsibility or any (I) errors, mistakes, or inaccuracies of content, (II) personal injury, disability, death or property damage, of any nature whatsoever, resulting from your access to and use of the Service, (III) any unauthorized access to or use of Factiiv’s data and/or any and all personal information and/or financial information stored therein, (IV) any interruption or cessation of access to the Services, (V) the Services, including, without limitation, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through your use of the Factiiv Platform, (VI) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Factiiv Platform, (VII) the Services or any component thereof will be compatible with your computer, mobile or other device and/or software, (VIII) the Factiiv Platform or the Services will be available or will function without interruption or error, (IX) the Services or any components thereof, (X) the security of any information transmitted to and from the Factiiv Platform, and/or (XI) the Services will not infringe the rights (including, without limitation, intellectual property rights) of any person or entity.
Any Services (including, without limitation, Third Party Services) described on the Factiiv Platform are offered in jurisdictions where they may be legally offered. The information available on or through the Factiiv Platform is not an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation cannot legally be made, or to any person to whom it is unlawful to make a solicitation.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Factiiv Platform, any content on the Factiiv Platform, use of any Services or any other interaction you have with Factiiv or other relevant third-parties, whether in person or online, remains entirely with you. Neither Factiiv nor any other party involved in creating, producing, or delivering the Factiiv Platform, the content on the Factiiv Platform, or any Services will be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, loss of use, loss of data or loss of goodwill, service interruption, fines, fees, penalties, computer damage or system failure or the cost of substitute products or services, or for any damages for personal injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Factiiv Platform or any Services, (iii) from any communications, interactions or meetings with other Clients or other persons with whom you communicate, interact or meet with as a result of your use of the Factiiv Platform, or (iv) from the use of any Services by you, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Factiiv has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Clients pursuant to these Terms, in no event will Factiiv’s aggregate liability arising out of or in connection with these Terms and your use of the Factiiv Platform including, but not limited to, from your any Services via the Factiiv Platform, or from the use of or inability to use the Factiiv Platform, any content on the Factiiv Platform, in connection with any Services or interactions with others, exceed the amounts you have paid Factiiv in the twelve (12) month period prior to the event giving rise to the liability or one hundred Canadian dollars (CAD$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Factiiv and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. No communication of any kind between you and Factiiv shall constitute a waiver of any limitations of liability hereunder or create any additional warranty not expressly stated in the terms of use.
To the maximum extent permitted by applicable law, you agree to release, defend (at Factiiv’s option), indemnify, and hold Factiiv and its affiliates and subsidiaries, including but not limited to, Factiiv’s officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Factiiv Platform or any Services, (iii) your, or anyone enrolled by you (if applicable), interaction with any Client or use of any Services, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, use or participation, or (iv) your breach of any laws, regulations or third party rights. This defense and indemnification obligation will survive this Agreement and your use of the Services.
Factiiv is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals that bring any claim against Factiiv: (1) an informal negotiation directly with Factiiv, and (2) a binding arbitration administered by The ADR Institute of Canada, Inc. (“ADRIC”) using its Arbitration Rules (as modified by this Section 7).
Prior to initiating an arbitration, you and Factiiv each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Factiiv by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed in accordance with the Arbitration Rules (available at www.adric.ca/rules-codes/).
You and Factiiv mutually agree that any dispute, claim or controversy arising out of or relating to these Terms, our payment terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Factiiv Platform, the Services, any payment services, or any content on the Factiiv Platform (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Factiiv agree that the arbitrator will decide that issue.
You and Factiiv each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
In order to make the arbitration most convenient to you, Factiiv agrees that any required arbitration hearing may be conducted, at your option, (a) in Toronto, Ontario; (b) in any other location to which you and Factiiv both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc..
You and Factiiv agree that Factiiv will be responsible for payment of the balance of any initial filing fee under the AIDRIC Arbitration Rules in excess of $200 for claims of $50,000 or less. You may be entitled to seek an award of legal fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the Arbitration Rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Factiiv agrees it will not seek, and hereby waives all rights it may have under applicable law or the Arbitration Rules, to recover legal fees and expenses if it prevails in arbitration.
The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
You and Factiiv acknowledge and agree that all arbitrable Disputes that may arise are likely to involve complicated and difficult issues and, therefore, we are each irrevocably and unconditionally waiving any right to a trial by jury as to all arbitrable Disputes. You acknowledge that you (a) have considered and understood the implications of this waiver, (b) have made this waiver knowingly and voluntarily, and (c) have been induced to enter into these Terms by, among other things, the mutual waivers and acknowledgements in this Section.
You and Factiiv acknowledge and agree that, to the maximum extent permitted by law, we are each waiving the right to participate as a plaintiff or class participant in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Disputes. Further, unless you and Factiiv both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Subsection 7.9 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “representative proceeding” waiver in this Subsection 7.9 is held unenforceable with respect to any Dispute, that waivers may be severed from this Arbitration Agreement and you and Factiiv agree that any representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
Except as provided in Subsection 7.9, if any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
Notwithstanding the provisions of Section 2 (“Modification of these Terms”), if Factiiv changes this Section 7 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Factiiv (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Factiiv.
Except as provided in Section 7.10, this Section 7 will survive any termination of these Terms and will continue to apply even if you stop using the Factiiv Platform or terminate your use of the Factiiv Platform and the Services.
The Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of law principles, and these laws apply to Factiiv Platform, notwithstanding your domicile, residency or physical location. You hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom, unless we both agree to some other location. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
The Factiiv Platform is intended for use only in jurisdictions where it may lawfully be offered for use.
Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Factiiv and you pertaining to the subject matter hereof and supersede any and all prior oral or written understandings or agreements between Factiiv and you in relation to the access to and use of the Factiiv Platform.
No joint venture, partnership, employment, or agency relationship (except as specifically agreed to by the Parties in writing) exists between you and Factiiv as a result of this Agreement or your use of the Factiiv Platform.
These Terms do not and are not intended to confer any rights or remedies upon any person other than the Parties.
If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
Factiiv’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Factiiv's prior written consent. Factiiv may, at its sole discretion, without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder. Your right to terminate this Agreement at any time remains unaffected.
Unless specified otherwise, any notices or other communications to Clients permitted or required under this Agreement, will be provided electronically and given by Factiiv via email, Factiiv Platform notification, or messaging service (including SMS).
In the event of any conflict between the provisions contained in these Terms and any other terms, marketing materials, content, communications or emails used by Factiiv, its representatives, employees, contractors or affiliates, the provisions of these Terms shall be controlling and take precedence with respect to the subject matter hereof that conflicts with any of the aforementioned.