By accessing or using the website operated at www.factrpay.io (the “Website”) and/or our digital wallet, the next generation logistics settlement, audit and reconciliation platform offered through the Website, you signify that you have read, understand and agree to be bound by these terms and conditions (the “Terms and Conditions”) with FactR Limited (“FactR”, “us”, “we” or “our”), in all respects with respect to the Website.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS, AND INDEMNITIES.
Your use of the Website is subject to these Terms and Conditions. If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true, you may not use, and must cease using, the Website.
1. Privacy. You acknowledge that you have read our privacy statement, as it may be updated from time to time (the "Privacy Statement"), and hereby consent to the collection, use, disclosure and retention by us of your personal information (whether previously collected or to be collected) for the purposes identified therein.
2. Amendments to these Terms and Conditions. We reserve the right to amend these Terms and Conditions at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. We will ensure that the latest, fully amended version of these Terms and Conditions is published on the Website. You are responsible for regularly reviewing the Website to obtain timely notice of such amendments. If you continue to use the Website after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Terms and Conditions.
3. Legal Capacity. You represent and warrant that you possess the legal right, capacity and ability to agree to these Terms and Conditions and use the Website in accordance with them.
We understand the importance of protecting children's privacy online. The Website covered by these Terms and Conditions is not intentionally designed for or directed at children 13 years of age or younger. It is FactR’s policy never to knowingly collect or maintain information about anyone under the age of 13.
If you are using the Website on behalf of a corporation or other organization, you represent and warrant that you have the ability to agree to these Terms and Conditions on behalf of such organization and all references to "you" throughout these Terms and Conditions will include such organization, jointly and severally with you personally.
4. License. We grant to you a non-exclusive, non-transferable, limited license only to use the Website, in accordance with the provisions set out in these Terms and Conditions. All rights not expressly granted to you in these Terms and Conditions are reserved by us and, if applicable, our licensors.
5. Your Account and Account Use. If your use of the Website requires an account identifying you as a user of the Website (an "Account"), then,
6. Website Limitations. The Website depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i) any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of the Website is on a "commercially reasonable efforts" basis, (ii) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (iii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.
7. Acceptable Use and Prohibitions.
8. Proprietary Rights.
9. Termination of Accounts. We may, in our sole discretion, suspend, restrict or terminate your Account and your use of the Website, effective at any time, without notice to you, for any reason.
10. DISCLAIMERS, LIMITS OF LIABILITY AND INDEMNITIES.
11. Enforceability. Your use of the Website and the content and features accessed through the Website constitute your consent to these Terms and Conditions.
12. Interpretation. In these Terms and Conditions, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms and Conditions, (ii) the word "including", the word "includes" and the phrase "such as", when following a general statement or term (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word "or" between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to website addresses or URLs will also include any successor or replacement websites containing substantially similar information as the referenced website(s).
13. Waiver of Rights and Remedies. Our failure to insist upon or enforce strict performance of any provision of these Terms and Conditions will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice will act to modify any provision of these Terms and Conditions. Our rights, powers and remedies in these Terms and Conditions, including without limitation the right to suspend, restrict or terminate any use of the Website, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.
14. Severability. If any provision of these Terms and Conditions is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.
15. Limitation Period. Any cause of action you may have with respect to these Terms and Conditions or the Website must be commenced within one year after the claim or cause of action arose, or it will be barred.
16. Notices. Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with these Terms and Conditions
17. Assignment and Inurement. We may at any time assign our rights and obligations under these Terms and Conditions, in whole or in part, without notice to you. You may not assign these Terms and Conditions without our prior, written consent. These Terms and Conditions will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.
18. Relationship. You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms and Conditions or use of the Website.
19. Force Majeure. Neither party will be responsible for a failure to fulfil its obligations under these Terms and Conditions or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.
20. Governing Law. These Terms and Conditions shall be governed by the laws of the Province of Ontario, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of your current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of Ontario, Canada. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
22. English Language. The parties have requested and agree that these Terms and Conditions and all documents relating there to be drawn up in English.