FreightPayable Terms of Service
Canada and United States

Section A: The FreightPayable Service

1. Our Role

FreightPayable's online platform allows you to manage your invoices and, though integration with a payment processing service, gives you the ability to easily accept and process online payments received from your customers (each, a "Customer") which are made via credit, debit or other card (each, a "Card").

FreightPayable is not a bank or a money services business ("MSB"), and we do not offer banking or MSB services as defined by the Financial Transactions Reports Analysis Centre of Canada or by the United States Department of Treasury. We do not ourselves transmit or convert money, and do not assume any liability for the products or services purchased using our Service.

In order to use the Service, you will be required to register for a FreightPayable carrier account at https://freightpayable.com. For details on how to register, please see Section B: Obtaining a FreightPayable Carrier Account.

2. WePay's Role

FreightPayable has engaged WePay, Inc. ("WePay") to perform payment processing services in connection with the Service. Based in the Silicon Valley, California, WePay is the leading integrated payment provider for platforms and employs state-of-the-art, secure payments technology.

In order for you to access WePay's payment processing services in connection with the Service, you must (in addition to registering for a FreightPayable carrier account), register as a merchant with WePay. For details on how to register, please see Section C: Payment Processing.

3. Payment Methods

The Service supports any U.S. or Canadian-issued Card operating on or otherwise supported by a national bank card electronic payment network (a "Card Network"). This includes, but is not limited to, credit cards, debit cards, prepaid cards or gift cards bearing a Card Network logo.

4. Customer Service

FreightPayable will provide you with customer service to help resolve any issues relating to your use of the Service. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers' cards through the Service.

5. Taxes

It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding our users. We reserve the right to report to relevant revenue or taxing authorities regarding payment card transactions processed through FreightPayable on your behalf, to the extent we are required to do so by applicable law.

6. Security

FreightPayable will maintain commercially reasonable administrative, technical, and physical procedures to protect and secure all personal information regarding you and your Customers that is received and stored in our servers. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk. We recommend you review our Privacy Policy , which will help you understand how we collect, use and safeguard the information that you provide to us.

7. Your Privacy

Your privacy and the protection of your personal information are very important to us. You acknowledge tha t you have received, read in full, and agree with the terms of our Privacy Policy linked to and incorporated into this Agreement by reference, which contains your consent to our collection, use, retention and disclosure of personal information as well as other matters set forth therein. The Privacy Policy also explains how and for what purposes we collect, use, retain, disclose, and safeguard the personal information provided to us. In addition to what is contained in the Privacy Policy, you acknowledge that we, our payment processor or our financial service provider may be required to provide your business name and limited information to financial services providers in order to effectively provide the Service. Furthermore, in the event of a breach of the terms of this Agreement or a misuse of the Service, we shall be entitled to report your business name and the name of your principals to the MATCHTM listing maintained by MasterCard and accessed and updated by Visa and American Express, to the Consortium Merchant Negative File maintained by Discover, or to any similar listing. You specifically consent to the fulfillment of the obligations related to the listing by us or by our payment processor and to the listing itself, and waive and hold harmless us or our payment processor from all claims and liabilities that you may have as a result of such reporting.

8. Privacy of Others

You represent to FreightPayable that you are and will continue to be in compliance with all applicable privacy laws. You further represent that you have obtained all necessary rights and consents under applicable law to disclose to FreightPayable, or allow FreightPayable to collect, use, retain and disclose any data that you provide to us or authorize us to collect, including information that we may collect directly from your Customers via cookies or other means, and that FreightPayable will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service. As between you and FreightPayable, you are solely responsible for disclosing to Customers that you are utilizing the Service and providing customer data to FreightPayable.

9. Restricted Use

You are required to obey all laws, rules, and regulations applicable to your use of the Service, including, without limitation, those governing financial services, consumer protections, unfair competition, anti-discrimination and false advertising. In addition to any other requirements or restrictions set forth in this Agreement, you hereby agree that you will not use the Service to: (i) utilize the credit available on any Card to provide cash advances to Customers; (ii) submit any card transaction for processing that does not arise from your sale of goods or services to your customer; (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent transaction; or (v) use the Service in a manner that Visa, MasterCard, American Express, Discover, or any other Card Network or payment processor might reasonably believe to be an abuse of such network or a violation of its applicable rules.

You further agree not to, nor to permit any third party to, do any of the following with the Service: (i) access or attempt to access FreightPayable systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way material from FreightPayable; (iii) permit any third party to use the Service via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation of, or prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service in any matter that is not expressly permitted in this section.

10. Suspicion of Unauthorized or Illegal Use

We reserve the right to freeze or deny access to the Service if we reasonably believe that you are in violation of this Agreement, any other FreightPayable agreement, or exposes you, other FreightPayable users, our processors, financial services providers, or FreightPayable to harm or unnecessary risk, including but not limited to fraud and other criminal acts. You hereby authorize us to share information with law enforcement about you, your transactions, or your use of the Service if we reasonably suspect that your FreightPayable account has been used for an unauthorized, illegal, or criminal purpose.

11. Card Network Rules

The Card Networks (including both not limited to Visa, MasterCard and American Express) have established guidelines, bylaws, rules, and regulations ("Network Rules"). You are required to comply with all Network Rules applicable to merchants.

12. Disclosures and Notices

You agree that FreightPayable may provide disclosures and notices regarding the Service to you in writing by (i) delivering or mailing them to the physical address listed in your FreightPayable account; (ii) sending them by facsimile to the number listed in your FreightPayable account, or (iii) emailing them to the email address listed in your FreightPayable account. The disclosure or notice in question may also be posted on the FreightPayable website, but we will always provide you with notice by one of the means mentioned in the preceding sentence directing to you such notice or disclosure. You agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Unless we receive notice that it was not delivered, any disclosure or notice will be considered to be received by you, in the case of mail, within three (3) days of the time it was mailed to you and in the case of facsimile or email, within (24) hours of the time it was sent (or, if such date is not a business day, on the following business day).

13. Additional Services

From time to time we may offer you additional features or services ("Additional Services") which may be subject to additional or different terms of service. As with the Service, you may not use any Additional Service unless you agree to any additional conditions or terms of service. Except where expressly stated otherwise, your use of any Additional Services will have no impact on the applicability of this Agreement to the Service.

Section B: Obtaining a FreightPayable Carrier Account

1. Registration

The Service is made available exclusively to persons or entities located within the United States and Canada who operate a business selling goods and services. The Service is not intended to and shall not under any circumstances be used to accept Card payments for personal, family or household purposes. Unless otherwise explicitly stated herein, all materials used in connection with the Service are intended to be solely directed towards sole proprietors, companies, or other entities located in the United States or Canada.

To use FreightPayable for your business, you will first have to register for a FreightPayable carrier account. When you register for FreightPayable, we will collect basic information including but not limited to your name, company name, location, email address, phone numbers, and tax identification numbers. If you have not already done so, you will also be required to provide an email address and password to access FreightPayable. You may not register another account with FreightPayable if we have already rejected an account for your business. If you believe that your original application was rejected in error, please contact our support team to review your account.

You may choose to register as an individual (sole proprietor) or as a company or other business organization. If you register as a business organization, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business, and must have the authority to bind the business to this Agreement. Keep in mind that you are accepting these terms of service on behalf of the business. If you are a sole proprietor, the term "you" will mean you, the natural person, as well as the business organization you represent.

2. Company Descriptions and Site URL

As part of your registration, you may be required to provide the URL (e.g. www.mystore.com) for your business and the name under which you do business (which may be the business's legal name or a "doing business name") (e.g. MyStore Online Widgets). The reason for this is that these two fields may appear in your Customer's Card statements. To avoid Customer confusion and any resulting transaction disputes, you must enter a description that clearly identifies your business as well as an accurate URL. You agree to indemnify us from any costs from disputes due to customers failing to recognize your business name on their statements.

3. Verification and Underwriting

To verify your identity, we may require additional information including, without limitation, your business EIN or Tax ID number, your date of birth, and your social security or social insurance number. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver's license or other government issued identification, a business license, or your company's financial statements. Your failure to comply with any of these requests within five (5) business days may result in suspension or termination of your FreightPayable account. You authorize us to retrieve additional information about you from third parties and other identification services. FreightPayable may use your information to apply for card merchant acquiring accounts on your behalf with certain Card Networks (such as American Express), and you hereby authorize us to do so.

After we have collected and verified all your information, FreightPayable will review your account and determine whether or not you are eligible to use the Service. FreightPayable may also share your information with WePay (or another payment processer, as the case may be), which may also make a determination regarding your eligibility for the Service. We will notify you once your account has been either approved or deemed ineligible for use of the Service.

By accepting the terms of this Agreement, you authorize us to retrieve information about you from and provide information about you to third parties, including but not limited to credit reporting agencies or bureaus and other information providers such as Equifax Canada and TransUnion Canada, and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that such information retrieved and provided may include your name, address history, credit history, and other data about you. FreightPayable may periodically update this information to determine whether you continue to meet our eligibility requirements.

You agree that FreightPayable is permitted to contact and share information about you and your application (including whether you are approved or declined), and your FreightPayable account with our payment processors and other financial services providers. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct FreightPayable's risk management process.

4. Registration – Canadian Users

By registering for FreightPayable and accepting the terms of this Agreement, you confirm that you are either a sole proprietor or a business entity authorized to conduct business in each jurisdiction in which you operate, and will remain so authorized for as long as you use the Service. You may not export the Service directly or indirectly.

5. Registration – U.S. Users

By registering for FreightPayable and accepting the terms of this Agreement, you confirm that you are either a sole proprietor or a business entity authorized to conduct business in each jurisdiction in which you operate. The Service may only be used to process payments for businesses in the fifty states of the United States of America and the District of Columbia. Except where expressly permitted, you may not export the Service directly or indirectly, and you acknowledge that the Service may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).

The Service is controlled and operated from the FreightPayable facility in Canada. Those who access or use the Service from other jurisdictions are entirely responsible for compliance with all applicable foreign and local laws and regulations, including but not limited to export and import regulations.

6. Prohibited Businesses

There are certain categories of businesses and business practices for which the Service cannot be used ("Prohibited Businesses"). Most, although not all, of these Prohibited Business categories are imposed by Network Rules or the requirements of our banking providers or processors. By registering for FreightPayable, you confirm that you will not use the Service to accept payments in connection with any of the Prohibited Businesses. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you or your business, please contact us.

7. Business Conduct

You will only accept payments through FreightPayable for transactions between you and your customer for the bona fide sale of lawful goods or services. You will not solicit or use a Customer's Card data for any purpose other than to process payments for your goods and services. You will comply with all applicable laws, rules, regulations and orders of governments having jurisdiction in connection with your use of the Service.

Section C: Payment Processing

1. Registration with WePay

FreightPayable uses WePay for payment processing. In order for you to use WePay's fully-integrated payment processing services through our platform, you must register with WePay as a merchant. Thanks to our partnership with WePay, we have streamlined this registration process to ensure that freight service providers are approved and can begin receiving credit card payments within minutes. WePay's Terms of Service (the "WePay Terms") explain that process, and are available here:

• For Canadian Merchants: https://go.wepay.com/terms-of-service-ca
• For U.S.-based Merchants: https://go.wepay.com/terms-of-service-us

By accepting these FreightPayable Terms of Service, you agree that you have reviewed the WePay Terms and agree to them. Please note that FreightPayable is not a party to the WePay Terms and that we have no obligations or liability to you under the WePay Terms or for any services that WePay provides to you. FreightPayable does not guarantee or assume any liability for transactions authorized and completed that may later be reversed or charged back. You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. FreightPayable may add or remove one or more types of cards as a supported payment card at any time without prior notice to you.

If you have questions regarding WePay or the WePay Terms, please contact WePay at https://www.wepay.com.

2. Platform Fee

FreightPayable charges a flat fee of 5% per transaction (the "Platform Fee"). The Platform Fee includes WePay's processor fee of 2.9% + $0.30 per transaction.

Section D: Termination and Other General Legal Terms

1. Term

The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by FreightPayable.

2. Termination

You may terminate this Agreement by closing your FreightPayable account at any time by following the instructions on our website in your carrier account. We may terminate this Agreement and close your FreightPayable account at any time for any reason effective upon providing you notice in accordance with Section A(12) above. We may suspend your access to the Service and any funds otherwise pending disbursement to you, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your use of the Service, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement, (iii) upon request of our processor, or (iv) upon request of a Card Network or a Card issuer.

3. Effects of Termination

Upon termination and closing of your FreightPayable account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, to stop accepting new transactions through the Service, and to remove all FreightPayable logos from your website or in your app. Any funds in our custody will be paid out to you subject to the terms of your payout schedule.

Termination does not relieve you of your obligations as defined in this Agreement or the WePay Terms, and FreightPayable or WePay may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement or the WePay terms, including but not limited to chargebacks, fees, refunds, or other investigations or proceedings.

Upon termination you agree: (i) to immediately cease your use of the Service, (ii) discontinue use of any FreightPayable trademarks and to immediately remove any FreightPayable references and logos from your Site or other trademarks, (iii) to continue to be bound by this Agreement, (iv) that the license granted under this Agreement shall end, (v) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, (vi) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data, and (vii) you are still liable to us for any chargebacks, fees, refunds, or other amounts incurred by you or through your use of the Service prior to termination.

4. Your License

FreightPayable grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to enable you to accept and receive payments and to manage the funds you so receive. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by FreightPayable.

5. Ownership

The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual or industrial property laws. We own all interest, title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trade-marks or service marks.

For the purposes of this Agreement, "Intellectual Property Rights" means all proprietary and confidential business and technical information including technical data, trade secrets, ideas, formulae, algorithms, methods, techniques, processes, research and development and technology know-how, databases, data compilations and collections and technical data and any software used by FreightPayable in connection with the operation of the Service or the FreightPayable website or app.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place FreightPayable under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, FreightPayable does not waive any rights to use similar or related ideas previously known to FreightPayable, or developed by its employees, or obtained from sources other than you.

6. Your Liability

You are responsible for all reversals, chargebacks, refunds, claims, fines, fees, penalties and other liability arising out of or relating to your use of the Service and your breach of this Agreement or the WePay Terms. You are responsible for the use of lost or stolen cards to purchase goods or services from your business, and selecting and implementing security controls that are appropriate for your business.

FreightPayable will have the final decision-making authority with respect to any action, allegation, cause of action, cease and desist letter, charge, citation, claim, demand, directive, lawsuit, or other litigation or proceeding, or notice, including without limitation claims for refunds for purchased items that are filed with FreightPayable by you or your Customers. You will be required to reimburse FreightPayable for any liability we incur due to fulfilment or failure to fulfil obligations to your Customers, including delivery of goods and services. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to FreightPayable.

Without limiting the foregoing, you agree to defend, indemnify, and hold harmless FreightPayable, WePay and each of our respective employees and agents (collectively "Disclaiming Entities") from and against any action, allegation, cause of action, cease and desist letter, charge, citation, claim, demand, notice, directive, lawsuit, or other litigation or proceeding arising out of or relating to (i) your breach of any provision of this Agreement or the WePay Terms, and/or (ii) your use of the Service with your site or app, including without limitation any reversals, chargebacks, claims, refunds, fines, fees, penalties and attorney's fees; (iii) your obligation to pay any amounts owed under this Agreement or the WePay Terms, (iv) negligence or wilful misconduct of your employees, contractors, or agents; and (v) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or Card issuer).

7. Representation and Warranties

You represent and warrant to us that: (a) if you are a legal person, you are duly registered or incorporated and validly existing under the laws of your jurisdiction or incorporation (or the equivalent) and the natural person entering into this Agreement on your behalf is at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) information you submit as part of your registration is current, accurate, and complete; (d) any transaction submitted by you will represent a bona fide sale of goods or services by you; (e) any transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will not engage in any unfair, deceptive, or abusive acts or practices when using the Service; (g) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (h) you and all transactions initiated by you will comply with all federal, state, provincial, territorial, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (i) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; and (j) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Service.

8. No Warranties

THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) FREIGHTPAYABLE; (II) WEPAY, PROCESSORS, SUPPLIERS OR LICENSORS OF FREIGHTPAYABLE; OR (III) ANY OF THE DISCLAIMING ENTITIES, WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER FREIGHTPAYABLE NOR WEPAY HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR, WHETHER PROVIDED THROUGH YOUR SITE OR APP OR OTHERWISE, WITH THE SERVICE, AND NEITHER FREIGHTPAYABLE NOR ANY OF THE OTHER DISCLAIMING ENTITIES CAN ENSURE THAT YOUR CUSTOMER WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.

THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER FREIGHTPAYABLE NOR ANY OTHER DISCLAIMING ENTITY WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9. Limitation of Liability and Damages

IN NO EVENT SHALL A DISCLAIMING ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR FREIGHTPAYABLE ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS.

THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

WITHOUT LIMITING ANYTHING TO THE CONTRARY, THE DISCLAIMING ENTITIES' CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO FREIGHTPAYABLE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF FREIGHTPAYABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

10. Disputes, Choice of Law, Jurisdiction, and Venue

You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section 10.

This Agreement will be governed by the laws of the Province of Quebec, Canada and the federal laws of Canada applicable therein, and without regard to any choice of law provisions to the contrary. The parties agree that all performances and transactions under this Agreement will be deemed to have occurred in the Province of Quebec and that your entry into and performance of your obligations under this Agreement will be deemed to be the transaction of business within the Province of Quebec. Accordingly, each party hereby consents and attorns to the exclusive jurisdiction and venue of the Courts located in the Province of Quebec, and to venue within Montreal, Quebec, with regard to disputes arising under or in connection with this Agreement and any action or proceeding relating to or arising from the Agreement (other than collection actions by us relating to amounts owed by you under this Agreement). ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. YOU AND WE EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY GIVEN.

Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our delay or failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

11. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software upon notice to you in accordance with the terms of this Agreement. Any use of the Service or software after our notification of any such changes shall constitute your acceptance of this Agreement as modified.

12. Assignment

This Agreement, and any rights or licenses granted hereunder, may not be transferred or assigned by you without our prior written consent. Any attempt by you to assign this Agreement, or any rights or licenses granted herein, without FreightPayable's express written consent will be null and void. This Agreement may be assigned by us without consent or other restriction upon notice to you. For the purposes of this section, an "assignment" shall be deemed to include a sale of all or substantially all of the assets or capital stock.

13. Change of Business

You agree to give us at least thirty (30) days' prior notification of your intent to change your current product or services types, your trade name, or the manner or types of payments you accept. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy proceeding, petition, receivership, insolvency, or similar action or proceeding initiated by or against you or any of your principals. You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court, whether or not a claim may exist at the time of filing (any of the foregoing, a "Bankruptcy Proceeding"). Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable Network Rules or law.

You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.

14. Parties

This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.

15. Third Party Services and Links to Other Web Sites

You may be offered services, products and promotions provided by or be presented links to websites operated by third parties ("Third-Party Services") that utilize, integrate, or provide services related to the Service. If you decide to use these Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with these Third-Party Services. You agree that we are not responsible for the performance of the Third-Party Services. Our website may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, or recommendation by us. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim all responsibility and liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website's own rules and policies.

16. Force Majeure

No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under this Agreement or the WePay Terms, including without limitation for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and services.

17. Entire Agreement, Remedies

This Agreement constitutes the entire agreement between you and FreightPayable with respect to the provision of the Service. In the event of a conflict between this Agreement and any other FreightPayable agreement or policy relating to the subject matter herein, this Agreement will prevail. Except as expressly provided in this Agreement, these terms describe the entire liability of FreightPayable and our vendors and suppliers, set forth your exclusive remedies with respect to the Service, and define your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.

18. Severability

If any provision of this Agreement is declared or found to be illegal, unenforceable or void, this Agreement shall be construed as if not containing that provision, the rest of this Agreement shall remain in full force and effect, and the rights and obligations of the Parties hereto shall be construed and enforced accordingly.

19. Survival

In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(5) ("Taxes"), A(6) ("Security"), A(8) ("Privacy of Others"), D(3) ("Effects of Termination"), D(5) ("Ownership"), D(6) ("Your Liability"), D(8) ("No Warranties"), D(9) ("Limitation of Liability and Damages"), D(10) ("Disputes, Choice of Law, Jurisdiction, and Venue"), D(14) ("Parties"), D(17) ("Entire Agreement, Remedies"), D(18) ("Severability"), and D(19) ("Survival").

20. Language

The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que le présent contrat ainsi que tous les documents qui s'y rattachent soient rédigés en langue anglaise.