Parapluie Terminal Services Agreement (Canada) : Parapluie Creative

Updated April 26th, 2021.

This Parapluie Terminal Services Agreement (“Payment Services Agreement”) is an agreement between the legal entity (including sole proprietors) that we have identified you as (either by verifying your Identity in person, or using a 3rd party identity verification service), and Parapluie Creative. Your use of the Parapluie Terminal application and/or service is governed by this agreement, in addition to any other outstanding client agreements with Parapluie Creative, as well as the Stripe Services Agreement. By using Parapluie Terminal, you expressly agree to the terms and conditions of this Payment Services Agreement, the Stripe Services Agreement, and any updates or modifications to either of those documents made from time to time by Parapluie Creative.

You represent to Parapluie Creative that all of the information you provide to us is accurate and complete, and that you are authorized to agree to this Payment Services Agreement. If at any time, we determine to be incorrect or inaccurate, we may suspend your access to our services, without notice to you.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

1. Definitions

"You", "Your", "Yours", refers to the End User agreeing to this Payment Services Agreement.

“End User” is a person or entity that uses a Stripe Terminal Product that we sell or distribute, and the direct and indirect individual or enterprise customers of Stripe Terminal Products.

"Stripe Terminal Product" is any product furnished by Parapluie Creative, for exclusive use on the Stripe network for the purposes of processing in-person card-present payments.

"Petroleum industry" is any business engaged in the exploration, extraction, refining, transporting, and marketing of petroleum products. (e.g. Gas Stations)

"us", "we", "our", "ours", "Parapluie Creative", or any variations thereof refer to Parapluie Creative, within the scope of this agreement.

"Mobile Carrier" is any company engaged in the sale, resale, provisioning, or otherwise providing mobile services to an End User or legally registered company.

"Parapluie Terminal Services", "Services", or "The Service" refers to any services provisioned by Parapluie Creative for accepting card payments in person, through an app we provide.

"Stripe" means Stripe Payments Canada, Ltd., and or any subsidiaries or affiliates.

"Restricted Business Activities" refers to any activities found on either Stripe's Restricted Business List (available at https://stripe.com/en-ca/restricted-businesses), or on our Restricted Business List (available at https://parapluiecreativehelp.freshdesk.com/support/solutions/articles/66000486780-restricted-businesses-list).

2. Identity Verification and Restricted Business

When applying to use Parapluie Terminal Services, Parapluie Creative is legally obligated to verify your identity, and your nature of business. We may either verify your identity and nature of business in person, or by a 3rd party identity verification service. Businesses found on either Stripe's Restricted Businesses List (available at https://stripe.com/en-ca/restricted-businesses), or our Restricted Businesses List (available at https://parapluiecreativehelp.freshdesk.com/support/solutions/articles/66000486780-restricted-businesses-list) may not use Parapluie Terminal Services. If we find that you are using Parapluie Terminal Services for the purpose of conducting Restricted Business Activities, we may suspend your Parapluie Terminal Services account, without notice to you. We may also inform Stripe of your use of Stripe's services to conduct restricted business activity.

By registering with us, you are confirming that you will not use the Service to accept payments in connection with the Restricted businesses, business activities, or business practices, unless you have received prior written approval from Stripe and Parapluie Creative. It is prohibited to use the Service for any dealings, engagement, or sale of goods/services linked directly or indirectly with jurisdictions Stripe has deemed high risk, such as Cuba, Iran, North Korea, Crimea Region, and Syria.

3. Warranty

All Terminal hardware sold to you becomes your property, upon complete and full payment of outstanding account balances with us. All hardware has a 30-day limited warranty, provided and managed by Parapluie Creative. Before returning malfunctioning hardware, you must request a Return Materials Authorization ("RMA") from us. Hardware returned without a valid RMA, or hardware shipped after the expiry of the limited warranty may not be returned, repaired, or otherwise serviced. The 30-day limited warranty begins as soon as we receive notice from a shipping carrier that your hardware order has been delivered to the address you've specified to us. Your warranty shall be rendered void as a result of any violation of this agreement. Devices purchased are non-refundable, in all cases, except when required by law, or in our sole discretion. We may, in our sole discretion, choose to offer an extended term warranty. If you are offered an extended term warranty, the length of your warranty will be specified on the invoice for hardware provided by Parapluie Creative. You must have completed hardware registration in order to benefit from any warranty we provide. You are responsible for any and all shipping charges to, and from, Parapluie Creative's offices for the purpose of Warranty related claims. This warranty is in addition to any of your legal rights. Any warranty provided is provided solely by Parapluie Creative, and not Stripe.

4. Restrictions

You must not, and you must not permit, or attempt to permit, any third party to:

a. resell or distribute a Stripe Terminal Product we have provided, without our written consent;

b. use a Stripe Terminal Product, in any way, shape, or form, to benefit from, or engage in any restricted businesses, as outlined in section 2 of this agreement;

c. use a Stripe Terminal Product to engage in unlawful conduct, or to use the Stripe Terminal Product for personal, family or household purposes or for any non-commercial use. ;

d. attempt to enter into any legally binding obligation on behalf of Stripe with respect to the Stripe Terminal Products;

e. use Terminal Device Software provided with Stripe Terminal Products except for use by you as incorporated into and installed on the Stripe Terminal Products as provided to you by us and only in accordance with the Documentation; or

f. disclose to third parties Terminal Device Software except in accordance with the Terminal Device EULA.

g. export any Stripe Terminal Product outside of Canada, use any Stripe Terminal Product outside of Canada, or use any Parapluie Terminal Services outside of Canada;

h. modify, reverse engineer, decompile, or otherwise interact with applications provided by Parapluie Creative outside of regular approved uses;

i. use any Stripe Terminal Products for the purposes of benchmarking or testing, or allow a third party to use Stripe Terminal Products for the purpose of benchmarking or testing;

j. use any Stripe Terminal Product, or any Parapluie Terminal Services, or Stripe Terminal Products to test credit cards, debit cards, or prepaid cards;

k. use any Stripe Terminal Product to process payments for any cards bearing your name, or any cards connected to any of your accounts;

l. rent, lease, or loan any Stripe Terminal Products to a third party;

m. allow any third party to process transactions for themselves, through your account;

n. use the Parapluie Terminal Services, or Stripe Terminal Products as a Government employee, or for the purposes of conducting official government business;

o. use the Parapluie Terminal Services, or Stripe Terminal Products on any mobile devices operating a modified operating system, or on mobile devices operating any software unauthorized by the manufacturer of said mobile devices;

p. attempt to modify the software installed on the Stripe Terminal Products, and/or attempt to install software on the Stripe Terminal Products, outside of the update method provided through the Parapluie Terminal Services;

q. use any Stripe Terminal Product as a weapon of any sort, or use the device to inflict injury, or bodily harm against any person, or animal.

5. Privacy

By using Parapluie Terminal Services, you agree to our privacy policy found at https://parapluiecreative.ca/privacy-policy.. By using the Parapluie Terminal Services, you agree that the following data and information may be shared with Stripe:

Your name, home address, and business address
The nature of your business
Transactions you process through the Stripe network
Your use of the Parapluie Terminal Services
Model Numbers and Serial Numbers of Stripe Terminal products that we have sold you.
Suspicious activity that we may have detected through your account.
The amount of Stripe Terminal products we have sold you.
Any other usage data related to your use of the Parapluie Terminal Services.

6. No Warranties

WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY PARAPLUIE CREATIVE OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM PARAPLUIE CREATIVE OR ANOTHER PARPLUIE CREATIVE ENTITY, AND WHETHER OR ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A PARPLUIE CREATIVE ENTITY TO YOU.

YOU AFFIRM THAT NO PARPLUIE CREATIVE ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO, OR WILL COMPLETE ANY TRANSACTION.

THE PARPLUIE CREATIVE ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT PARPLUIE CREATIVE WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, APIS, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE PARPLUIE CREATIVE ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

7. Limitation of Liability

Under no circumstances will any Parapluie Creative Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the Parapluie Creative Entities have been advised of the possibility of such damages. The Parapluie Creative Entities are not liable, and deny responsibility for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Stripe Account, or Data, or your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The Parapluie Creative Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by the Parapluie Creative Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid, and cost of hardware purchased by you to Parapluie Creative during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

8. Termination

You may terminate your agreement to use the Parapluie Terminal Services at anytime, for any reason, by notifying us of your intent to do so in writing. Parapluie Creative has no obligation to offer a refund or buy-back program for any hardware we offer for sale to you. Termination of your agreement to use the services does not terminate your agreement with Stripe, nor does it relieve you of any outstanding fees owed as a result of your use of the services. Parapluie Creative may terminate your access to the services at any time, if in our sole discretion, we find that you are in violation of any portion of this agreement. If Parapluie Creative does terminate your access to the services, Parapluie Creative may, in their sole discretion, notify Stripe of our decision to terminate your account, and provide evidence of this notice to Stripe.

9. 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 use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services, APIs, or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement.

10. Assignment

You may not assign this Agreement, any rights or licences granted in this Agreement, or operation of your Stripe Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. Parapluie Creative may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

11. Right to Audit

If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities. The auditor will issue a report to us and our Financial Services Providers.

12. No Agency; Third-Party Services

Nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Financial Services Provider. Each party to this Agreement, and each Financial Services Provider, is an independent contractor. Unless a Financial Services Provider expressly agrees, neither you nor we have the ability to bind a Financial Services Provider to any contract or obligation, and neither party will represent that you or we have such an ability.

We may reference or provide access to third-party services, products, and promotions that utilize, integrate, or provide ancillary services to the Services (“Third-Party Services”). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. You access and use any Third-Party Service based on your own evaluation and at your own risk. You understand that your use of any Third-Party Service is not governed by this Agreement. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy is no longer in effect. Your use of a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms of use and privacy policies.

13. Force Majeure

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Reversals, or Returns under this Agreement.

14. Your Liability For Third-Party Claims Against Us

You agree to defend Parapluie Creative, our affiliates, and their respective employees, agents, and service providers (each a “Parapluie Creative Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Parapluie Creative Entity , and you agree to fully reimburse the Parapluie Creative Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Reversals, Returns, or any other liability we incur that results from your use of Payment Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.

Important Note for Individual Traders: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Reversals, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.

15. Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfil all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) you will not use Payment Services for household purposes or peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (g) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.

16. No Warranties

WE PROVIDE THE SERVICES AND STRIPE IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY STRIPE OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM STRIPE OR ANOTHER STRIPE ENTITY, AND WHETHER OR ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A STRIPE ENTITY TO

17. Dispute Resolution; Agreement to Arbitrate

a. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, including without limitation the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one. The place of the arbitration shall be Vancouver, British Columbia, Canada. The language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

This Agreement shall be governed by the laws of the Province Of British Columbia and the federal laws of Canada applicable in that Province. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Either party may commence arbitration by providing to ICDR Canada and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested (“Arbitration Demand”).

b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrator may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

e. Fees: Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and legal fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

g. Conflict of Rules: In the case of a conflict between the provisions of this Section 17.g and the rules governing arbitration identified in Section 17.a, the provisions of this Section 17.g will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

18. Additional Agreements

By using or applying to the Parapluie Terminal Services, you also agree to the Stripe Terminal Device End User License Agreement, as well as the Stripe Terminal Purchase Terms, and the Stripe Connected Account Agreement. Any agreement with us is separate from your agreements with Stripe.
19. Fees

Parapluie Creative assesses a CAD$0.05 Application Fee with every transaction processed through our application. This is in addition to any transaction fees Stripe may charge you with every successful transaction. For a full Fee Disclosure card, visit https://stripe.com/en-ca/ssa. You are liable for any fees related to the use of Mobile Data in relation to this service. Parapluie Creative will not reimburse you for any charges incurred to your internet or mobile data bill charged to you by your Internet service provider, or Mobile Carrier, as a result of your use of the Parapluie Terminal Services.

20. Beta Software

This Service is currently in private beta, and as a result, may not function as intended. Parapluie Creative is not liable for any damages that may arise as a result of your use of the Parapluie Terminal Services.

21. Application Distribution

You may only use the application provided by Parapluie Creative to access the Parapluie Terminal Services on Apple iPhone devices, and apple iPod Touch Devices. This application may only be downloaded from the Apple App Store, or via Apple TestFlight in the case of Beta versions of the application. Installing the application by any other means constitutes a violation of this agreement, and may result in a temporary, or permanent suspension of your Parapluie Terminal Services account.

22. Marks

"Terminal by Parapluie", "pTerm", and the Parapluie Orange color are trademarks of Parapluie Creative, and may not be used without the written permission of Parapluie Creative.

The Stripe name and logos are trademarks or service marks of Stripe, Inc. or its affiliates in the U.S. and other countries. Other names may be trademarks of their respective owners.

App Store, TestFlight, iPhone, iPod, and iPod touch are trademarks of Apple, inc. registered in the U.S. and other countries.

Parapluie Terminal Services Agreement (Canada) Print