TERMS OF USE

(Last modified on May 2, 2018)


1. Shakepay User Agreement and Acceptance

This is a contract (the “Agreement”, “Terms of Use” or “TOU”) between you and Shakepay Inc., a corporation incorporated under the federal laws of Canada (“Shakepay”, “we, or “us”). By signing up to use an account through Shakepay, or any associated websites (including but not limited to the website at http://shakepay.co, the “Website” or “Site”)), APIs, or mobile applications (the “Application”, or more specifically the “iOS Application” or “Android Application”) (collectively the “Shakepay Services” or simply the “Services”), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well in our Privacy Policy ( https://shakepay.co/privacy.html) and e-Sign Consent.

Furthermore, by tapping the “I agree” box when signing up for an account, you expressly consent to us verifying and comparing your Personal Information (as defined in our Privacy Policy at  https://shakepay.co/privacy.html ), account information, location information to records of your information maintained by third parties including your telecommunications service provider(s), and you consent to such third parties providing such information to us or our third-party suppliers for the purpose of identity validation and/or performing a risk assessment, in order that we may verify your account. Details of the verification procedure and Personal Information transferred can be found in the Privacy Policy.

2. Basic Shakepay Services.

2.1 Eligibility. To be eligible to use the Shakepay Services, you must be at least 18 years old, and you must not reside (or, if you are an entity, your registered office and/or principal place of business is not located) outside of Canada.

2.2 Shakepay Services. Your Shakepay account (the “Shakepay Account”) encompasses the following basis Shakepay Services:

  1. one or more Digital Currency wallets that allow you to store certain supported digital currencies, like Bitcoin or Ethereum (“Digital Currency”), and to track, transfer, and manage their supported Digital Currencies (the “Digital Currency Wallet”);  

 

  1. Digital Currency conversion services through which users can buy and sell supported Digital Currencies in  transactions with Shakepay (the “Conversion Servi c es”);

  1. A government-issued currency (CAD) (“Fiat Currency”) wallet for use in connection with other Shakepay Services (a “Fiat Currency Wallet”) , and to track, transfer, and manage their supported Fiat Currency Wallet.

2.3 Caution regarding risk. The risk of loss in trading or holding Digital Currency can be substantial. You should therefore carefully consider whether trading or holding Digital Currency is suitable for you in light of your financial condition

3. Creating a Shakepay Account

3.1. Registration of Shakepay Account. In order to use any of the Shakepay Services, you must first register by providing your name, an e-mail address, password, phone number, and affirming your acceptance of this Agreement. Shakepay may, in our sole discretion, refuse to allow you to establish a Shakepay Account, or limit the number of Shakepay  Accounts that a single user may establish and maintain at any time.

3.2. Identity Verification. In order to use certain features of the Shakepay Services, including certain transfers of  Fiat Currency, you may be required to provide Shakepay with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Shakepay if any information changes. You hereby authorize Shakepay to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

4. Digital Currency Wallet

4.1. In General. The Digital Currency Wallet services allow you to send supported Digital Currency to, and request, receive, and store supported Digital Currency from, third parties pursuant to instructions you provide through the Shakepay Site (each such transaction is a "Digital Currency Transaction"). Shakepay reserves the right to refuse to process or to cancel any pending Digital Currency Transaction as required by law or in response to a subpoena, court order, or other binding government order or to enforce transaction limits Shakepay cannot reverse a Digital Currency Transaction which has been broadcast to a Digital Currency network. The Digital Currency Wallet services are available only in connection with those Digital Currencies that Shakepay, in its sole discretion, decides to support. The Digital Currencies that Shakepay supports may change from time to time. If you have any questions about which Digital Currencies Shakepay currently supports, please visit https://shakepay.co. Under no circumstances should you attempt to use your Digital Currency Wallet services to store, send, request, or receive digital currencies in any form that are not supported by Shakepay. Shakepay  assumes no responsibility or liability in connection with any attempt to use Shakepay Services for digital currencies that Shakepay  does not support.

4.2. Digital Currency Transactions. Shakepay processes supported Digital Currency according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to Shakepay. In the event you initiate a Digital Currency Transaction by entering the recipient's phone number and the recipient does not have an existing Shakepay  Account, Shakepay will SMS the recipient and invite them to open a Shakepay Account. If the designated recipient does not open a Shakepay Account within 30 days, Shakepay will return the supported Digital Currency associated with the transaction to your Shakepay  Account. Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Shakepay Account balance or be available to conduct transactions. Shakepay may charge network fees (miner fees) to process a Digital Currency transaction on your behalf. Shakepay will calculate the network fee in its discretion, although Shakepay will always notify you of the network fee at or before the time you authorize the transaction.

4.3. Digital Currency Storage & Transmission Delays. Shakepay securely stores all Digital Currency private keys in our control in a combination of online and offline storage. As a result, it may be necessary for Shakepay to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction for 48 hours or more. You acknowledge and agree that a Digital Currency Transaction facilitated by Shakepay may be delayed.

4.4. Third Party Payments. Shakepay has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of Shakepay Services). Shakepay is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with Digital Currency transferred using the Shakepay Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Shakepay Support at help@shakepay.co so that we may consider what action to take, if any.

4.5 Advanced Protocols. Unless specifically announced on our website or through some other official public statement of Shakepay, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency supported by Shakepay (collectively, “Advanced Protocols”). Do not use your Shakepay Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The Shakepay platform is not configured to detect and/or secure Advanced Protocol transactions and Shakepay assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.

4.6 Operation of Digital Currency Protocols. Shakepay does not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the Shakepay platform, you acknowledge and agree (i) that Shakepay is not responsible for operation of the underlying protocols and that Shakepay makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Currency you store in the Shakepay platform. In the event of a fork, you agree that Shakepay may temporarily suspend Shakepay operations (with or without advance notice to you) and that Shakepay may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that Shakepay  assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

5. Conversion Services

5.1. In General. Eligible users in certain jurisdictions may buy or sell supported Digital Currency through the Conversion Services. The Conversion Services are subject to the Shakepay "Conversion Rate" for the given transaction. "Conversion Rate" means the price of a given supported Digital Currency amount in terms of Fiat Currency or other Digital Currency as quoted on the Shakepay Site or Shakepay Application. The Conversion Rate is the price in terms of Fiat Currency or Digital Currency at which you may buy or sell supported Digital Currency to Shakepay. You acknowledge that the Buy Price Conversion Rate may not be the same as the Sell Price Conversion Rate at any given time, and that Shakepay may add a margin or “spread” to the quoted Conversion Rate. You agree, as a condition of using any Shakepay Conversion Services, to accept the Conversion Rate as the sole conversion metric. Shakepay reserves the right to delay any Conversion Service transaction if it perceives a risk of fraud or illegal activity. Shakepay does not guarantee the availability of its Conversion Service, and the act of purchasing supported Digital Currency from Shakepay does not result in a guarantee that you may sell your supported Digital Currency to Shakepay.

5.2. Purchase Transactions. After successfully completing the Verification Procedures, you may purchase supported Digital Currency. A Conversion Fee  (defined below) applies to all purchase transactions. Although Shakepay will attempt to deliver supported Digital Currency to you as promptly as possible, funds may be debited from your selected payment method before Digital Currency is delivered to your Shakepay Account. We will make best efforts to fulfill all transactions, but in the rare circumstance where Shakepay cannot fulfill your purchase order, we will notify you and seek your approval to fulfill the purchase order at the contemporaneous Buy Price Conversion Rate. To secure the performance of your obligations under this Agreement, you grant to Shakepay a lien on and security interest in and to the balances in your account.

5.3. Sale Transactions. After successfully completing the Verification Procedures, you may sell supported Digital Currency. You authorize Shakepay  to debit your Shakepay Account(s) and initiate payments to your selected payment method(s) in settlement of sell transactions. An applicable Conversion Fee (defined below) applies to all sale transactions. Your receipt of funds will depend on the payment type, and may take up to three or more business days.

5.4. Conversion Fees. Each Conversion Service transaction is subject to a fee (a "Conversion Fee"). The applicable Conversion Fee is displayed to you on the Shakepay Site or Shakepay Application prior to you completing a Conversion Service transaction. Shakepay will not process a conversion transaction if the Conversion Fee and any other associated fees, such as Interac e-transfer fees, would exceed the value of your transaction. Payments using other methods not described below, such as Interac e-transfer (if permitted), are subject to different transaction fees disclosed to you before you authorize the transaction. The availability of each Payment Method depends on a number of factors, including but not limited to your location, the identification information you have provided to us, and limitations imposed by third party payment processors.

Shakepay conversion fee is defined as a spread of 175 basis points on the effective exchange rate.

Shakepay reserves the right to adjust its Conversion Fees and any applicable waivers at any time. The Conversion Rate displayed within the Shakepay Site or Shakepay Application may differ from the final Conversion Rate offered for any singular transaction. We will always notify you of the Conversion Rate which applies to your transaction, both at the time of the transaction and in each receipt we issue to you.

5.5. Reversals; Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize Shakepay, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including Shakepay balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. Shakepay reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Digital Currency in its sole discretion, even after funds have been debited from your account(s), if Shakepay suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if Shakepay reasonably suspects that the transaction is erroneous; or if Shakepay suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, Shakepay will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

5.7. Payment Services Partners. Shakepay may use a third party payment processor to process any Fiat Currency payment between you and Shakepay, including but not limited to payments in relation to your use of the Conversion Service or deposits or withdrawals from your Currency Wallet.

6. Fiat Currency Wallet

6.1. Fiat Currency Wallets. Certain approved users may establish and fund one or more Fiat Currency Wallets to facilitate transactions on the Shakepay.

6.2. Adding funds and cashing out funds. You may fund a Currency Wallet with an Interac e-transfer as defined with instructions in-app. Fees may apply on transaction to and from your Fiat Currency Wallet by your bank.

When adding funds, Shakepay will credit your Fiat Currency Wallet a corresponding amount of Fiat Currency after funds are delivered to Shakepay, typically within two to three business days after funds are received. For cash outs, Shakepay will immediately debit your Currency Wallet when you authorize a cash out and funds will typically settle to you within two to three business days.

7. General Use, Prohibited Use, and Termination

7.1. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Shakepay Site, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by Shakepay  from time to time. Any other use of the Shakepay Site or Content is expressly prohibited and all other right, title, and interest in the Shakepay Site or Content is exclusively the property of Shakepay and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. " Shakepay.co", "Shakepay", and all logos related to the Shakepay Services or displayed on the Shakepay Site are either trademarks or registered marks of Shakepay or its licensors. You may not copy, imitate or use them without Shakepay's prior written consent.

7.2. Website Accuracy. Although we intend to provide accurate and timely information on the Shakepay Site, the Shakepay Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Shakepay Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Shakepay Site,

7.3. Prohibited Use. In connection with your use of the Shakepay Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Business or Prohibited Use. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Shakepay Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.

The following categories of businesses, business practices, and sale items are barred from Shakepay Services ("Prohibited Businesses"). Most Prohibited Businesses categories are the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Shakepay Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at help@shakepay.co.

By opening a Shakepay Account, you confirm that you will not use Shakepay Services in connection with any of following businesses, activities, practices, or items:

  1. Not use the Website or Services in any manner that in any way violates these TOU or any other applicable policy posted by Shakepay;

  1. Not use the Website or Services in any manner that violates any intellectual property rights of Shakepay or any third party;

  1. 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;

  1. 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 Shakepay or a third party, or to damage or obtain unauthorized access to any system, data, or other information (whether Personal Information or not) of Shakepay, other Services Users, or any other third party;

  1. Not use the Website or Services to perform any phishing scams or identity theft;

  1. Not: (1) take any action that imposes or may impose (as determined by Shakepay in its sole discretion) an unreasonable or disproportionately large load on Shakepay’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 Shakepay 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;

  1. 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;

  1. Not use the Website or Services to advertise or promote services that are not expressly approved in advance in writing by Shakepay;

  1. Not use the Website or Services to in any way collect information (whether Personal or not) of any third party or in violation of Shakepay's Privacy Policy;

  1. Not interfere with any third party’s use or enjoyment of the Website or Services;

  1. Not encourage conduct that would constitute a criminal offense or give rise to civil liability;

  1. Not attempt to do any of the foregoing prohibitions;

  1. Use the Website and Services in good faith, and in compliance with all applicable local, provincial or state, national, and international laws, and in compliance with your obligations under these TOU.
  2. High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
  3. Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
  4. Restricted Financial Services: Check cashing, bail bonds; collections agencies.
  5. Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes

7.5. Export Controls & Sanctions. Your use of the Shakepay Services and the Shakepay Site is subject to international export controls and economic sanctions requirements. By sending, receiving, buying, selling, trading or storing Digital Currency through the Shakepay Site or Shakepay Services, you represent and warrant that you will comport with those requirements. Without limiting the foregoing, you may not acquire Digital Currency or use any of the Shakepay Services through the Shakepay Site if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to Canada embargo, UN sanctions, HM Treasury's financial sanctions regime, or if you are on the Canada OSFI Sanctions List, U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (2) you intend to supply any acquired or stored Digital Currency or Shakepay Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.

7.6. Transactions Limits. The use of all Shakepay Services is subject to a limit on the amount of volume, stated in Fiat Currency terms, you may transact or transfer in a given period (e.g., daily). Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. Shakepay reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at help@shakepay.co. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Shakepay staff (such process, "Enhanced Due Diligence"). Shakepay reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

7.7. Suspension, Termination, and Cancellation. Shakepay may: (a) suspend, restrict, or terminate your access to any or all of the Shakepay Services, and/or (b) deactivate or cancel your Shakepay Account if:

If Shakepay suspends or closes your account, or terminates your use of Shakepay Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Shakepay from providing you with such notice. You acknowledge that Shakepay's decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Shakepay's risk management and security protocols. You agree that Shakepay is under no obligation to disclose the details of its risk management and security procedures to you.

You will be permitted to transfer Digital Currency or funds associated with your Hosted Digital Currency Wallet(s) and/or your Currency Wallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited ( i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order. If Shakepay suspends or closes your account, or terminates your use of Shakepay Services for any reason Shakepay reserves the right to require you to complete the Verification Procedures before permitting you with transfer or withdraw Digital Currency or Fiat Currency.

You may cancel your Shakepay Account at any time by withdrawing all balances and reaching out to help@shakepay.co . You will not be charged for canceling your Shakepay Account, although you will be required to pay any outstanding amounts owed to Shakepay. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

8. Privacy Policy and Permissions for the Application

  1. Our Privacy Policy explains how Shakepay treats your Personal Information (as that term is defined in the Privacy Policy) and protects your privacy when you use the Website or Application. By installing, accessing or using the Application or using the Website you explicitly agree to the use of your data in accordance with the Privacy Policy, which may be updated from time to time and without notice.

  1. By installing, accessing or using the Application or using the Website or Services, you consent to those information collection and usage terms.

  1. In addition to personal and non-identifiable information, the Privacy Policy also describes how the Application accesses functions of the Device that are not part of the Application and developed by third parties. These are known as “ Permissions”, and you agree that Shakepay has the right to access third-party computer code on the Device in this manner and as described in the Privacy Policy.

9. Accessing and Downloading the iOS Application from the Apple iTunes Store, and Related Acknowledgements

  1. You acknowledge and agree that (i) these TOU are concluded between you and Shakepay only, and not Apple, and (ii) Shakepay, not Apple, is solely responsible for the Application and content thereof. Your use of the Application must comply with the Apple Media Services Terms and Conditions , which you are responsible to review from time to time.

  1. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Services with respect to the Application.

  1. Apple will have no warranty obligation whatsoever with respect to the Application. As between Shakepay and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Shakepay, or as further specified and limited hereinafter.

  1. You and Shakepay acknowledge that, as between Shakepay and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Application or your possession and use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

  1. You and Shakepay acknowledge that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Shakepay, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, as specified in section 3 above and elsewhere in this TOU.

  1. You and Shakepay acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these TOU as related to your license of the Application, and that, upon your acceptance of these TOU, Apple will have the right (and will be deemed to have accepted the right) to enforce these TOU as related to your license of the Application against you as a third-party beneficiary thereof.

  1. You acknowledge that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

  1. Without limiting any other of these TOU, you must comply with all applicable third-party terms of agreement when using the Application.

  1. You acknowledge that updates to the iOS Application are subject to the approval of Apple, and Shakepay and its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively “ Representatives”) shall not be held responsible for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from any delay in the approval of updates by Apple.

10. Referral Codes

If you have a valid Shakepay Account, you will have access to a unique code and / or URL which includes the unique code (the “ Referral Code”) that allows you to refer a friend to Shakepay, and earn rewards, as described in this section of the TOU. By using the Referral Code, you agree to be bound by this section of the TOU. Any violation of the prohibitions in this section may result in Shakepay suspending and / or cancelling your Referral Code, and / or taking further action against your Shakepay Account further to section 7.7 of the TOU above, at Shakepay’s sole discretion.

Shakepay reserves the right to suspend or cancel the use of Referral Codes for any and all Shakepay Account holders, at its sole discretion and for any reason whatsoever.

 

a. Rewards

Shakepay shall use technological means to track any new user that signs up for a Shakepay Account using your Referral Code (the “Referee ”). In order for you to be eligible for a Reward (as defined in the next paragraph of this subsection), you must have your Shakepay Account verified by Shakepay [a][b][c] and the Referee must:

(i) create a Shakepay Account;

(ii) have that Shakepay Account verified by Shakepay; and

(iii) complete one (1) qualifying transaction through the Shakepay Services, whether a purchase or sale transaction, adding funds to Shakepay, or other qualifying transactions as deemed acceptable at Shakepay’s sole discretion  (the “Referral Criteria”).

 

Upon completion of the Referral Criteria by the Referee, each of you and the Referee shall have $5 (five dollars, in Canadian currency) credited into their Canadian Fiat Currency Wallet (the “ Reward”). The Reward is subject to change without notice, at Shakepay’s sole discretion, in which case this subsection of the TOU shall be modified . The Reward shall be credited to the Fiat Currency Wallets within 72 hours of the Referee completing the Referral Criteria.

 

b. Use of the Referral Code

You may share your Referral Code in any manner you deem appropriate, as long as you conform to the guidelines and respect the prohibitions as found in this section. You may share the Referral Code directly through various sharing functions of your mobile device, share it through email or other communication means, or embed it in graphical advertisements created by you (“ Ads”). Shakepay reserves the right, at its sole discretion, to demand the cessation of your use of any Ad, whether it violates a prohibition in this section or not.

 

c. Intellectual Property

You are hereby granted a limited non-exclusive non-transferable license to use the Shakepay name, logo, trademarks, textmarks, artwork and designs, and related materials (hereinafter the “ IP”). The IP shall only be used in the context of your use of the Referral Code or creation of Ads, and in conformity with all the obligations in this section and any other rules communicated to you.

 

Any unauthorized use of the IP or any derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Shakepay reserves the right to take action against you accordingly.

 

d. Advertising on Your Website(s) and Prohibitions

If you use your Referral Code in Ads on websites owned or controlled by you, you acknowledge that you own or are authorized to represent any website(s) you advertise on (hereinafter “ Site(s)”). You shall also be responsible for ensuring that materials posted on your Site(s) do not violate or infringe upon any laws, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your Site(s) are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law, or for your violation of any applicable law.

 

Without limiting the generality of the foregoing, your Site(s) shall not:

 

 

e. Use of Ads and Your Referral Code, and Prohibitions

You may post Ads or your Referral Code on your Site(s) as described in the previous subsection, include them in emails or other communications means, or post them on other sites or services, but only in conformity with the provisions of this subsection.

 

You represent and warrant that:

 

 

f. No Guarantee

Without limiting the generality of the Disclaimer of Warranties elsewhere in these TOU, Shakepay makes absolutely no guarantee whether express or implied regarding the level of clicks on any Ad or your Referral Code, the timing of delivery of such clicks, the conversion rate from clickthroughs to Shakepay Accounts, or the total amount of any Rewards to be made to you under this section and through your Referral Code.

 

g. Interruption of the Referral Code

From time to time, the Referral Code may be inoperable for brief periods of time for maintenance and / or modifications to the use of the Referral Codes through the Services. While we will endeavour to make this unavailability as brief as possible, Shakepay shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of your Referral Code, and disclaims any responsibility thereto.

11. Proprietary Rights

a. Intellectual Property Rights

You acknowledge that: (a) the Services and Website contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Shakepay and/or third parties own all right, title and interest in and to the Services and Website and content that may be presented or accessed through the Services and Website, including without limitation all Intellectual Property Rights therein and thereto. All rights not specifically granted under these TOU are reserved to Shakepay 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; (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 Shakepay’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 Shakepay, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of Shakepay, 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 in 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 Shakepay may take action accordingly.

The above paragraph further applies to third party property used as part of the Website or Services, including but not limited to third party Computer Code. For the purposes of the present section, “ Computer Code” includes but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.

b. Submitted Information

If you choose to communicate to Shakepay (via any means) suggestions for improvements to the Website or Services (collectively, “ Feedback”), Shakepay 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 Shakepay and waive in favor of Shakepay, its successors and assigns all your moral rights in the Feedback, and agree to provide Shakepay such assistance as Shakepay may require to document, perfect, and maintain Shakepay’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Shakepay, you are not entitled to any compensation or reimbursement of any kind from Shakepay under any circumstances.

c. Trademarks

Apple and iOS are registered trademarks of Apple Inc. Android is a registered trademark of Google Inc.

12. 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, Shakepay 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.

13. External Links

From time to time Shakepay may provide links to other websites or services. Links from the Website or Application may take you to websites or services not covered by these TOU. When you access third party resources on the Internet in this manner, you do so at your own risk. Shakepay provides those links as a convenience to you and Shakepay takes no responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the Terms of Use and / or Privacy Policy of any website or service you visit. Shakepay does not make any claim or warranty whatsoever about the content of those websites or services to which we link, or any products or services available through those websites or the third parties operating those websites.

In no way will Shakepay 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 Application 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 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.

14. Disclaimer of Warranties

You expressly understand and agree that your use of the Website or Services, the information thereon (whether provided by Shakepay or third parties) or any activity arising from your use of the Website or Services or the information thereon or the materials downloaded therefrom is at your sole risk. The Website or Services, any materials downloaded 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 system 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 or Services, or losses or damages (financial or otherwise) resulting from (i) your use of the Website or Services, the information thereon, any materials downloaded therefrom, or (ii) any activity arising from the use of the Website or Services, the information thereon or any materials downloaded therefrom.

The information or resources provided through the Website or Services, written or produced by Shakepay 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 or Services is as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur, and Shakepay 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.

Shakepay 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 or Services, the information thereon or any materials downloaded 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. Shakepay, and its directors, officers, employees, agents, suppliers, partners and subcontractors do not warrant that: (i) the Website or 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 or Services is free of viruses or other harmful components; or (iv) the results of using the Website or Services or any content downloaded therefrom will meet your requirements.

15. Limitation of Liability

Shakepay shall not be liable and assumes no responsibility for any loss or damages (whether financial or otherwise) arising from or in relating to the information on the Website or Services or downloaded therefrom, the use of the Website or Services, activities arising from your use of the Website or Services, or any third-party materials on the Website or available through the Services.

To the maximum extent permitted by law, in no event will Shakepay or its Representatives: (i) be liable for any indirect, incidental, extraordinary, consequential, special, punitive or exemplary damages (including, without limitation, loss of revenue or profits, lost or damaged data, loss of use, business interruption or any other pecuniary loss), arising out of or relating to the Website or Services or your use, misuse or inability to use the Website or Services, even if Shakepay has been advised of the possibility of such damages. This limitation of liability will apply regardless of the form of action, whether in whether in contract, warranty, tort, negligence, strict liability or under any other legal theory.

Notwithstanding anything to the contrary in the TOU, in no event will Shakepay’s aggregate liability for any claims in connection with your use of the Services exceed the lesser of the Fees paid in the last six months or CAD$ 100.

16. Indemnity

Notwithstanding any other term of the TOU or any act or failure to act by Shakepay or its agents or subcontractors, you agree to indemnify, defend and hold harmless Shakepay and its Representatives, or its affiliates and their Representatives, from and against any damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of (i) your use of or connection to the Website or Services or the information thereon or information downloaded therefrom; (ii) your participation in any activities arising from the Website or the Services or the information thereon or information downloaded therefrom; (iii) your violation of, or failure to perform your obligations under the TOU or the Privacy Policy; or (iv) your violation of any rights of a third party.

17. Governing Laws and Jurisdiction

These TOU, and your use of the Website or Services shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and Shakepay shall be brought exclusively in the courts located in the Judicial District of Montreal, Canada. Notwithstanding the foregoing, Shakepay 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 Montreal 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 Montreal court.

18. Miscellaneous Provisions

  1. The TOU, in conjunction with the Privacy Policy, constitute the entire agreement between you and Shakepay with respect to your use of the Website or Services, superseding any prior agreements between you and Shakepay. When you download the Application, you are also subject to the Terms of Service and Privacy Policy of the application distribution system you used to download the Application (i.e. iOS App Store or Google Play, hereinafter “ Third-Party Application Distributor”). We strongly suggest reading those documents prior to installing the Application. Shakepay shall in no way be held responsible for any losses or damages, whether pecuniary or otherwise, to you or any third party for your failure to adhere to the Terms of Services and / or Privacy Policy of any Third-Party Application Distributor when downloading and / or using the Application.

  1. Shakepay shall not be liable for any failure to perform its obligations under the present TOU

where such failure results from any cause beyond Shakepay’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.

        

  1. If any provision of the TOU or Privacy Policy is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy, as the case may be, shall remain in full force and effect.

  1. The failure of Shakepay 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 Shakepay.

  1. The section titles in the TOU and Privacy Policy are for convenience only and have no legal or contractual effect.

  1. The parties acknowledge having expressly required that these TOU and the Privacy Policy are to be drawn up in the English language. Les parties aux présentes reconnaissent avoir expressément exigé que les présentes Conditions d’utilisation et la Politique de confidentialité soient rédigées en anglais. 

© Shakepay Inc. 2018