Last updated: May 27 20, 2021
1. Introduction, Definitions, Modifications and Acceptance
"PayCub" refers to the business which includes the Services, the Website, and all related business processes and entities, and which is owned and operated by 9939628 Canada Inc., a duly incorporated company in the Province of Ontario, Canada at the address listed below. Where the present TOU refer to "PayCub", they may refer to 9939628 Canada Inc. and / or its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively "Representatives"), depending on the context. Any reference to "we", "our", or "us" in these TOU shall also refer to PayCub or 9939628 Canada Inc. In these TOU, a Website visitor or Services user may be referred to as "you". When a Services user has created an account and is logged in, they may be referred to as a "Logged-in User".
"Services" are the proprietary services that PayCub has developed that allow you to manage your payroll including adding employees, tracking payroll, generating pay stubs and reports, and various related functionalities. You may purchase a "Subscription" to access the full functions of the Services.
"Website" is the website located at https://www.paycub.ca which is owned and operated by 9939628 Canada Inc., and includes all subdomains and subpages, present and future, including but not limited to the subpages where you can access the Services.
By visiting the Website and / or using the Services, or by clicking or tapping the acceptance box upon signing up for an account or purchasing a Subscription, you hereby accept to be bound by these TOU without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, you are not authorized to use the Website or Services. The TOU are a legal and binding agreement between you and us.
If you are an individual using the Services on behalf of a corporation, partnership, association or other registered organization ("Legal Entity"), you represent and warrant that you have the capacity and authority to enter into the TOU on behalf of the Legal Entity, and hereby agree to be bound by the terms of the TOU on behalf of that Legal Entity. In such case, any reference to "you" in these TOU may also refer to the Legal Entity, as applicable.
PayCub reserves the right, at any time and without prior notice, to modify or replace any of the TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your use of the Website or Services following the posting of any changes to the TOU constitutes acceptance of those changes. If there are any significant changes to the TOU that materially affect your relationship with us, we will use commercially reasonable efforts to notify you by sending a notice to the primary email address specified in your account, by posting a prominent notice when you log in to your account for the first time following those changes, or by posting a prominent notice upon your first visit to the Website or Services following those changes.
2. Contacting Us
If you have any questions about the TOU, please contact:
PayCub Legal Services
PayCub Legal Services
60 Westbrook Cres.
If you have any questions regarding the Website or Services themselves, please contact us at email@example.com.
3. General Code of Conduct for Use of the Website and Services
In addition to the more specific rules found elsewhere in these TOU, you agree that by visiting the Website and / or using the Services, you will:
(i) Not use the Website or Services in any manner that in any way violates these TOU or any other applicable policy posted by PayCub;
(ii) Not use the Website or Services in any manner that violates any intellectual property rights of PayCub or any third party;
(iii) Not use the Website or Services in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
(iv) Not use the Website or Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to PayCub or a third party, or to damage or obtain unauthorized access to any system, data, or other information (whether Personal Information or not) of PayCub, other Services users, or any other third party;
(v) Not: (1) take any action that imposes or may impose (as determined by PayCub in its sole discretion) an unreasonable or disproportionately large load on PayCub's (or its third party providers') infrastructures; (2) interfere or attempt to interfere with the proper functioning of the Website or Services or any activities conducted through the Services; (3) bypass any measures PayCub may use to prevent or restrict access to the Services or any element thereof; (4) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website or Services; or (5) harvest or scrape any content from the Website or Services in an unreasonable manner;
(vi) Not take any action or use any process that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Website or Services;
(vii) Not use the Website or Services to advertise or promote services that are not expressly approved in advance in writing by PayCub, or as permitted by these TOU;
(ix) Not interfere with any third party's use or enjoyment of the Website or Services;
(x) Not encourage conduct that would constitute a criminal offense or give rise to civil liability;
(xi) Not attempt to do any of the foregoing prohibitions;
(xii) Use the Website and Services in good faith, and in compliance with all applicable local, provincial, national, and international laws.
4. Free Trials; Accounts and Passwords
a. Free Trial
You may begin your use of the Services with a free trial. The free trial period of your account lasts for fourteen days, or as otherwise specified during sign-up (the "Free Trial Period"). Free trials are for new users only. PayCub reserves the right, in its absolute discretion, to determine your free trial eligibility. If you wish to continue to use the Services following your Free Trial Period, you will be required to pay the Subscription Fees, as more fully described in the next section of these TOU.
b. Age Requirements
In order to create an account on the Services, you affirm that you are at least eighteen (18) years of age or over, or the age of majority in the jurisdiction you reside and from which you access the Services where the age of majority is greater than eighteen (18) years of age.
c. Accounts and Passwords
In order to be able to use certain of the Services, you will be required to create an account. Accounts are available to anyone who provides the requisite information, subject to the restrictions and conditions as outlined elsewhere in these TOU.
As part of the account registration, you will be asked to choose a password. It is your responsibility to create a password of sufficient strength that cannot easily be discovered by third parties, and that meets the requirements as presented upon signing up. You are responsible for maintaining the confidentiality of your password, and are responsible for all activities that occur under your account whether by you or any third party. You agree to immediately notify us of any unauthorized use of your account or any other breach of security regarding your account.
If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session, or not leave a logged-in account unattended for any period of time. PayCub and its Representatives will not be held liable for any losses or damages, direct or indirect, pecuniary or non- pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, or a third party using the Services with your Account Information and accessing your account through any means, and disclaims any responsibility in this regard.
PayCub reserves the right to suspend or terminate your account, at its sole discretion, at any time and for any reason, including but not limited to whether you have violated the letter or spirit of the TOU, as more fully described hereinbelow.
d. Account Information
By submitting Account Information, you represent and warrant that the Account Information is true and accurate to the best of your knowledge. Submitting false or misleading Account Information may result in you being banned from using the Services, at our sole discretion.
e. Additional Information and Employee Information
You may also submit additional information about you and your company that will be used to customize your pay stubs and other documents produced through the Services ("Additional Account Information"). In order to properly use the Services to create pay stubs, you will be required to enter information about your employees ("Employee Information"). By submitting Employee Information, you represent and warrant that you have the legal right to submit this information.
Without limiting the generality of the Disclaimer of Warranties further in these TOU, PayCub and / or its Representatives shall not be responsible for any losses or damages, pecuniary or otherwise, to you or any of your employees resulting from your submission of any Employee Information, and PayCub disclaims any responsibility thereto.
5. Subscription Fees and Payment Processing
a. Payment of Subscription Fees and Automatic Renewal; Cancelling your Subscription
The amount of the monthly "Subscription Fees" for each level (depending on the number of employees) are available on the PayCub Website and are firm and are displayed and charged in Canadian Dollars, which may be converted to other currencies upon payment depending on your location and / or credit card agreement. By signing up for a Subscription you agree to pay the Subscription Fees presented to you upon signing up, plus any applicable taxes.
You will be charged the Subscription Fees on the day you agree to pay for your Subscription (the "Initial Billing Date"). The Subscription Fees shall subsequently be charged on the monthly anniversary of the Initial Billing Date. The monthly payment period of your subscription shall be referred to in the present TOU as a "Billing Period".
Your Subscription automatically renews at the end of every Billing Period. If you wish to cancel your Subscription and avoid paying the Subscription Fees for the next Billing Period, you must do so prior to the end of the current Billing Period, no later than 24 hours prior to the end of the Billing Period, so that your credit card will not be charged again. You can cancel your Subscription and avoid paying the Subscription Fees for the next Billing Period by clicking the appropriate button in the Stripe customer billing portal which is in your dashboard when you are a Logged-in User, or by emailing firstname.lastname@example.org.
b. Payment Processing and Billing Information
All Billing Information is collected by the Third-Party Payment Processor, on their own secured servers. PayCub does not have access to any credit card information, nor can it be responsible for any breach of information caused by faulty programming or malicious users on the servers of the Third-Party Payment Processor. Non-financial information will, however, be available to PayCub for record-keeping and support purposes.
6. Disclaimers Regarding Financial and Tax Information and Calculations
You acknowledge that from time to time, PayCub may include on the Website or Services, information of a financial, taxation and / or accounting nature ("Financial Information"). This Financial Information is intended for information purposes only, and is in no way intended to be acted upon by you without consulting a professional financial or accounting advisor.
Without limiting the generality of the Disclaimer of Warranties further in these TOU, PayCub and / or its Representatives shall not be responsible for any losses or damages, pecuniary or otherwise, to you or any third party (including but not limited to your employees) resulting from your use of, or any reliance upon, Financial Information, and PayCub explicitly disclaims any responsibility thereto.
When you are using the Services to create pay stubs and reports, PayCub will use information provided by the Canada Revenue Agency (CRA) and various provincial tax authorities, as well as other sources, to calculate taxes and as well as perform various income and deduction calculations, including but not limited to Canada Pension Plan and Employment Insurance Premiums (all of the foregoing collectively the "PayCub Output"). PayCub uses rigorous methods to achieve accuracy in the PayCub Output, including but not limited to regularly conducting audits by external tax professionals such as accountants and bookkeepers, and our own staff. Notwithstanding the foregoing, unfortunately errors can occur, whether resulting from your inputted Data (as defined below), errors in information provided by the tax authorities, or other errors. We recommend consulting a tax or accounting professional before strictly relying on any PayCub Output.
Without limiting the generality of the Disclaimer of Warranties further in these TOU, PayCub and / or its Representatives shall not be responsible for any losses or damages, pecuniary or otherwise, to you or any third party (including but not limited to your employees) resulting from your use of, or any reliance upon, any PayCub Output, and PayCub explicitly disclaims any responsibility thereto.
7. Proprietary and Intellectual Property Rights; Your Data
a. PayCub's Rights
You acknowledge that: (a) the Website and Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) PayCub and/or third parties own all right, title and interest in and to the Website and Services and content that may be presented or accessed through the Website and Services (except for Data as defined below), including without limitation all Intellectual Property Rights therein and thereto. All rights not specifically granted under these TOU are reserved to PayCub and its licensors. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
You agree that you will not, and will not allow any third party, to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the Website or Services, or content that may be presented or accessed through the Website or Services for any purpose, unless otherwise permitted by these TOU or the functionalities of the Services; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Website or Services; or (iii) remove, obscure, or alter PayCub's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website or Services.
The content, arrangement and layout of the Website and Services, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to PayCub, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of PayCub, or as permitted by the functionality of the Services or these TOU. Any unauthorized use of the content, arrangement or layout of the Website or Services, Computer Code, images, logos, videos, audio or trademarks found on the Website or Services or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and PayCub may take action accordingly.
b. Your Data
All data you submit through the Services as a Logged-in User whether in the form of a text, financial information, graphics, images, or any other form of inputted information, including any Employee Information, and all their associated Intellectual Property Rights (collectively "Data") remain your property. Any documents (including but not limited to pay stubs and reports) that form part of the PayCub Output created from your inputted Data, and their related Intellectual Property Rights, are the property of PayCub; however, PayCub grants you a worldwide, exclusive, royalty-free, sublicenseable and transferable license to use, edit, translate, reproduce, distribute, and display those documents.
Your access to the inputted Data is contingent upon full payment of the Subscription Fees. You are expected to maintain copies of all Data inputted into the Services. PayCub adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Furthermore, PayCub is under no obligation to retain copies of your Data following termination of your Subscription or account for any reason.
Without limiting the generality of the disclaimers found further in these TOU, PayCub and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any loss of Data no matter how caused, or PayCub's deletion of your Data following the termination of your Subscription or account, and PayCub disclaims any responsibility thereto.
c. Submitted Information
If you choose to communicate to PayCub (via any means, included but not limited to by email) suggestions for improvements to the Website or Services or any idea or proposal related to PayCub or its businesses or properties generally (collectively, "Feedback"), PayCub shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to PayCub and waive in favor of PayCub, its successors and assigns all your moral rights in the Feedback, and agree to provide PayCub such assistance as PayCub may require to document, perfect, and maintain PayCub's rights to the Feedback. You acknowledge and agree that, by providing any Feedback to PayCub, you are not entitled to any compensation or reimbursement of any kind from PayCub under any circumstances.
8. Interruption of Service
From time to time, the Website or Services may be unavailable for brief periods of time for maintenance and / or modifications to the Website or Services. While we will endeavour to make this unavailability as brief as possible, PayCub and its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Website or Services, and disclaims any responsibility thereto.
9. Termination of the Services and the TOU
PayCub may also, in their sole discretion and at any time, discontinue providing the Website and / or Services, or any part thereof, with or without notice. You agree that PayCub shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Website or Services, or from PayCub's termination of the Website and / or Services or any part thereof.
You may also choose to terminate your access to certain of the Services by cancelling your Subscription. If you wish to cancel your Subscription, please contact as at email@example.com or click the appropriate button in the Stripe customer billing portal which is in your dashboard when you are a Logged-in User.
Termination of the Website and / or Services or your access to the Website and / or Services shall terminate the present TOU as between you and PayCub. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.
10. External Links
In no way will PayCub or its Representatives be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) for your use of websites or other services that may be linked to from the Website or Services or the information thereon; (2) for any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance upon on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) for the actions of the operators of any such website or service.
11. Disclaimer of Warranties
You expressly understand and agree that your use of the Website and Services, the information or material thereon (whether provided by PayCub or third parties) or any activity arising from your use of the Website and Services (including but not limited to your use of or reliance upon any Financial Information or PayCub Output) or the information thereon or the materials streamed or downloaded therefrom is at your sole risk. The Website and Services, any materials downloaded or streamed therefrom, or any third party materials, are provided on an "as is" and "as available" basis, and you will be solely responsible for any damage to your computer or device or loss of data that results from the download, stream or access of any material obtained through the use of the Website or Services or any other functionalities of the Website and Services, or losses or damages (pecuniary or otherwise) resulting from (i) your use of the Website or Services, the information thereon, any materials downloaded or streamed therefrom, or (ii) any activity arising from the use of the Website or Services (including but not limited to your use of or reliance upon any Financial Information or PayCub Output) or the information or any materials downloaded or streamed therefrom.
The information or resources provided through the Website and Services, written or produced by PayCub staff, freelance writers or other subcontractors are known to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Website and Services is as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur, and PayCub shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Website or through the Services.
PayCub expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Website and Services, the information thereon or any materials downloaded or streamed therefrom, and any third-party materials will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. PayCub, and its Representatives do not warrant that: (i) the Website and Services will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content or software available at or through the Website and Services is free of viruses or other harmful components; or (iv) the results of using the Website and Services, or any activity arising therefrom (including but not limited to your use of or reliance upon any Financial Information or PayCub Output), or any content downloaded or streamed therefrom will meet your requirements.
12. Limitation of Liability
In no case will PayCub or its Representatives be liable for any indirect, special, consequential, exemplary, punitive damages or other damages, or for any losses, damages, liabilities, costs and expenses arising out of or relating to (i) your access, use, misuse or inability to access or use the Website or Services, or (ii) the interruption, suspension or termination of any part of or all the Website or Services; and in both cases (i) and (ii) regardless of the cause of action (whether in contract, warranty, delict, quasi-delict, tort, negligence, strict liability or any other theory of liability) and even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary in the TOU, in no event will our aggregate liability for any claims in connection with your use of the Website and Services and exceed the greater of: (i) the amount of Subscription Fees paid in the previous 12 months; or (ii) CAD$100.
You expressly understand and agree that PayCub or its Representatives shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, in contract, tort, strict liability, negligence, general civil liability or any other cause of action under legal or equitable theory, relating to the Website or Services, the information on the Website and Services, your use of the Website or Services, activities arising from your use of the Website or Services (including but not limited to your use of or reliance upon any Financial Information or PayCub Output), any third party materials on the Website and Services, or any materials downloaded from the Website and Services. This limitation of liability applies, without limitation, to any damages or injury caused by any error, omission or other failure of performance by PayCub or its Representatives, or any Business User; any interruption, defect or delay in operation or transmission, including communication line failure; any computer virus; and any theft, destruction or alteration of, or unauthorized access to or use of, any electronic records.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above exclusions and limitations may or may not apply to you.
14. Governing Laws and Jurisdiction
These TOU, and your use of the Website and Services shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and PayCub shall be brought exclusively in the courts located in London, Ontario, Canada. Notwithstanding the foregoing, PayCub shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the London court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the London court.
15. Miscellaneous Provisions
(ii) PayCub shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond PayCub's reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
(iv) The failure of PayCub to exercise or enforce any right or provision of these TOU does not constitute a waiver of such right or provision, which will still be available to PayCub.
© 9939628 Canada Inc. 2021