“Pavement” is an operating division of PVMT.CO Canada Inc. The services oﬀered by Pavement (“PVMT”) are intended to aid in the selling of the Business Client’s (“client”) goods and services to consumers, whether they be online, in person or both. Any future additions to the services we provide shall also be subject to these Terms of Service.
Both PVMT and the client irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada with respect to any dispute or claim arising out of or in connection with the Terms of Service.
By agreeing to these Terms of Service and using the services provided by PVMT the client acknowledges that they have read and understood the entirety of these Terms of Service and agree to abide by these terms.
1. ACCOUNT TERMS
- All clients of PVMT must register for a Pavement Account (“PVMT account”). To do so, the client must provide PVMT with their legal business name, current business address, phone number, a valid business email address, and any other verifying information including but not limited to articles of incorporation.
- PVMT may reject any application for a PVMT account, or cancel any existing PVMT account if the client fails to verify their capacity to bind the business identity.
- The client authorizes PVMT to use the email address provided while opening a PVMT account, or as updated by the client at a later date, as their only method of communicating with them.
- The client is responsible for keeping its PVMT account password secure. PVMT is not liable for any loss or damage resulting from a failure to maintain the security of a PVMT account or password.
- The client is responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with their PVMT account.
- Any breach or violation of any term in the Terms of Service may result in an immediate termination of a PVMT account at the sole discretion of PVMT.
2. ACCOUNT ACTIVATION
2.1 Store Owner
- The person opening a PVMT account will be the contracting party (“Administrator”) for the purposes of these Terms of Service.
- The Administrator must have the authority to bind the business they represent and is representing that they are authorized to contract on behalf of the client
- Any location, meaning website or physical location, can only be associated with one Administrator. An Administrator may have multiple accounts only if they have multiple websites or physical locations
2.2 Staff Accounts
- The client can also create one or more Staﬀ Accounts, which allow their employees to access their PVMT account. With staﬀ accounts, the Administrator can set permissions. This gives them the power to grant their employees access to specific sections of their PVMT account while limiting their access to others. In doing so, they can determine the level of access that particular employees have to specific business information. For example, an Administrator could limit a Staﬀ Account’s access to the sales information on the Reports page, or prevent a Staﬀ Account from changing the general store settings.
- However, clients are responsible and liable for the acts, omissions and defaults arising from use of their authorized Staﬀ Accounts. The acts of their staff will be treated as if they were their own acts, omissions or defaults.
- The Administrator and the users under Staﬀ Accounts are collectively referred to as Pavement Users (PVMT users).
2.3 Stripe Connect
- Once approached for the service, PVMT will create a Stripe Connect account on the client’s behalf, using their email address.
- The client acknowledges that Stripe Connect will be the default payments gateway and that it is solely their responsibility as the Administrator to activate and maintain their accounts.
- If the client does not wish to keep a payment account active, it is their responsibility to deactivate it.
- The client understands that Stripe Connect is a Third Party Service and PVMT is not responsible for any actions of Stripe Connect.
2.3 Domain Names
- If a domain name is acquired through PVMT, domain registration will be preset to automatically renew each year so long as the associated PVMT account remains active.
3. GENERAL CONDITIONS
- Technical support in respect of the service is only provided to PVMT users.
- The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws
- The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- The client may not use PVMT services for any illegal or unauthorized purpose, nor may the client, in the use of the service, violate any laws in their jurisdiction, the laws applicable to the client in their customer’s jurisdiction, or the laws of Canada and the Province of Ontario. The client will comply with all applicable laws, rules and regulations in their use of their PVMT account.
- The client agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the service, use the services, or access the services without express written permission by PVMT.
- The client shall not purchase search engine, other pay per click keywords (such as Google AdWords), or domain names that use Pavement and/or variations and misspellings thereof.
- The client understands that their materials (not including credit card information, which is always encrypted during transfer over networks using the Stripe Platform) may be transferred unencrypted and involve:
a. Transmissions over various networks; and
b. Changes to conform and adapt to technical requirements of connecting networks or devices.
- The services allow the client to send certain communications to their customers by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS). The client will only use the SMS Services in compliance with these Terms of Service, ClickSend’s Acceptable Use Policy, and the laws of the jurisdiction from which BC sends messages, and in which their messages are received.
- All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. PVMT shall be permitted to assign these Terms of Service without notice to the client or consent from them. The client shall have no right to assign or otherwise transfer the Terms of Service, or any of their rights or obligations hereunder, to any third party without PVMT’s prior written consent, to be given or withheld solely at the discretion of PVMT.
4. PVMT.CO RIGHTS
- Not all services and features are available in every jurisdiction and PVMT is under no obligation to make any services or features available in any jurisdiction.
- PVMT may, but has no obligation to, remove materials on and suspend or terminate PVMT accounts if they determine that the goods or services oﬀered via a store, or the materials uploaded or posted to a store, violate these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any PVMT customer or PVMT employee, member, or oﬀicer will result in immediate PVMT account termination.
- PVMT does not pre-screen materials but does have the right to refuse or remove any materials from the service.
- PVMT reserves the right to provide their services to the client’s competitors and makes no promise of exclusivity in any particular market segment. The client further acknowledges and agrees that PVMT employees and contractors may also be PVMT customers/merchants and that they may compete with the client, although they may not use the client’s Confidential Information (as defined in the section bellow) in doing so.
- In the event of a dispute regarding PVMT account ownership, PVMT reserves the right to request documentation to determine or confirm PVMT account ownership. Documentation may include, but is not limited to, a scanned copy of the client’s business license, government issued photo ID, the last four digits of the credit card on file, or proof of the client’s status as an employee of an entity.
- PVMT retains the right to determine rightful PVMT account ownership and to transfer a PVMT account to the rightful Administrator. If PVMT is unable to reasonably determine the rightful Administrator, without prejudice to their other rights and remedies, PVMT reserves the right to temporarily disable a PVMT account until resolution has been determined between the disputing parties.
- “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. PVMT’s Confidential Information includes all information that the client receives relating to us, or to the Services that is not known to the general public, including information related to PVMT’s security program and practices.
- Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service, including this section. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than
- By or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or
- As required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable eﬀorts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove:
- Was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information;
- Is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or
- Is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
6. LIMITATION OF LIABILITY
- The client expressly understands and agrees that, to the extent permitted by applicable laws, PVMT shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
- To the extent permitted by applicable laws, in no event shall PVMT or their suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with their site, their Services or these Terms of Service (however arising including negligence).
- The client agrees to indemnify and hold PVMT and (as applicable) their parent, subsidiaries, aﬀiliates, PVMT partners, oﬀicers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the client’s breach of these Terms of Service or their violation of any law or the rights of a third party.
- The client’s use of the services is at their own risk. The services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- PVMT does not warrant that the services will be uninterrupted, timely, secure, or error-free.
- PVMT does not warrant that the results that may be obtained from the use of the services will be accurate or reliable.
- PVMT does not warrant that the quality of any products, services, information, or other materials purchased or obtained by BC through the services will meet their expectations, or that any errors in the services will be corrected.
- These above seven (7) conditions will survive the termination or expiration of these Terms of Service.
7. WAIVER & COMPLETE AGREEMENT
- The failure of PVMT to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
- The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between the client and PVMT and govern the client’s use of the services and their PVMT account, superseding any prior agreements between the client and PVMT (including, but not limited to, any prior versions of the Terms of Service).
- The above two (2) condition will survive the termination or expiration of these Terms of Service.
8. MODIFICATIONS OF THE SERVICES & FEES
- Prices for using the services are subject to change upon 30 days’ notice from PVMT. Such notice may be provided at any time by posting the changes to the PVMT Site or via an announcement of another kind.
- PVMT shall not be liable to the client or to any third party for any modification, price change, suspension or discontinuance of the Service.
9.PAYMENT OF FEES
- The client will pay the subscription fees relating to the value of sales made through their store, any Stripe payment processing or transaction fees relating to the value of sales the client made through their store, and any fees relating to their purchase or use of any products or services such as websites, domain names, or any additional fees stemming from the use of Third Party Services including PVMT Booths.
- Subscription fees: 5% of pre-tax revenue minus gratuities + HST. Transaction Fees: 2.9% of all sales + 0.30 per transaction (Charged by Stripe).
- Transfers will be sent via direct deposit on a weekly cycle, with payments processed on Mondays. Payments may take up to 10 business days to arrive in the client’s account. A summary, sales report, bank fee and invoice/receipt will be emailed to them weekly as well.
- Clients are responsible for all applicable taxes that arise from or as a result of their subscription to or purchase of PVMT’s products and services. These taxes are calculated using the tax rates that apply based on the billing address the client provides to PVMT. Such amounts are in addition to the fees for such products and services and will be billed to the client’s Authorized Payment Method. If the client is exempt from payment of such taxes, they must provide PVMT with evidence of their exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to PVMT of the client’s exemption. If clients are not charged taxes by PVMT, they are responsible for determining if taxes are payable, and if so, self-remitting taxes to the appropriate tax authorities in their jurisdiction.
- For the avoidance of doubt, all sums payable by the client to PVMT under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than taxes charged by PVMT to the client and remitted to the appropriate tax authorities on their behalf, any deductions or withholdings that are required by law shall be borne by the client and paid separately to the relevant taxation authority. PVMT shall be entitled to charge the full amount of fees stipulated under these Terms of Service to the client’s Authorized Payment Method, ignoring any such deduction or withholding that may be required.
- PVMT does not provide refunds.
10. CANCELLATION OF SERVICE & TERMINATION OF AGREEMENT
- PVMT reserves the right to modify or discontinue, the services (or any part thereof) with or without notice.
- The client may cancel their PVMT account and terminate the Terms of Service at any time by contacting PVMT and then following the specific instructions indicated to them in PVMT’s response.
- Upon termination of the services by either party for any reason:
- PVMT will cease providing the client with the services and they will no longer be able to access their PVMT account;
- Unless otherwise provided in the Terms of Service, the client will not be entitled to any refunds of any fees.
- Any outstanding balance owed to PVMT for the client’s use of the services through the eﬀective date of such termination will immediately become due and payable in full; and
- The client’s store website will be taken oﬀline.
- If the client created a domain name through PVMT, upon cancellation their domain will no longer be automatically renewed.
- The client may purchase the domain from PVMT. If they choose to do so, it will be their sole responsibility to handle all matters related to their domain with the domain provider following termination and transfer.
- If at the date of termination of the service, there are any outstanding Fees owing by the client, they will receive one final invoice from PVMT via email. Once that invoice has been paid in full, the client will not be charged again.
- PVMT may suspend or terminate any PVMT account or pursue other remedies if they suspect that the client (by conviction, settlement, insurance or escrow investigation, or otherwise) engaged in fraudulent activity in connection with the use of the services.
12. RIGHTS OF THIRD PARTIES
- Save for PVMT and its aﬀiliates, PVMT users or anyone accessing PVMT services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce these Terms of Service. For the avoidance of doubt, this shall not aﬀect the rights of any permitted assignee or transferee of these Terms.