This Agreement governs your use of Kimoby Pay and describes how you may use Kimoby Pay to send invoices, payments requests and accept payments for goods or services or receive charitable donations, as well as other related services.
Kimoby Pay account agreement
The Kimoby Pay account agreement "Account Agreement", is an agreement between 852256-1 Canada Corp (DBA "Kimoby") and you, the person or legal entity (including sole proprietors) identified to Kimoby as the owner of the Kimoby account that is to be integrated with Kimoby Pay ("You"). You expressly agree to the terms and conditions of this Account Agreement, including any updates or modifications to this document made from time to time by Kimoby.
We use a number of defined terms in this Account Agreement. Actions submitted by You or on your behalf using Kimoby Pay are referred to as "activity" and this includes the communications of information about transactions (including charges) and refunds, adjustments, the handling of disputes (including chargebacks), and "Your Data" refers to data about You, Your activity on Your Kimoby account, and Your transactions.
You are providing, directly or indirectly, Kimoby accurate and complete information and You are authorized to agree to this Account Agreement.
1. Relationship to other agreements
Please read this Account Agreement carefully. To the extent that there is a conflict between the license subscription agreement and this Account Agreement related to your use of Kimoby Pay, this Account Agreement will prevail.
2. Kimoby Pay - Your Kimoby account
To use Kimoby Pay for your business, You will simply have to enter your banking information on your Kimoby Account page. You won’t need to change your current payment infrastructure. Once the informations needed are entered, you and your colleagues will be able to send invoices and payments requests by text message from the Kimoby platform. You will also have access to a complete dashboard to view the real-time payments and deposits schedule.
3. Your obligations
You are solely responsible, and Kimoby disclaims all liability for, the provision of any goods or services sold to your customers or users as part of your use of the services and any obligations you may owe to your customers or users. You are always financially liable to Kimoby for disputes (including chargebacks), refunds and any fines that may arise from your use of Kimoby Pay. These obligations are described in more detail in section 10 of the Kimoby Licence Subscription Agreement.
You are responsible for all actions taken on your Kimoby account through the Kimoby dashboard, including the initiation of refunds or changing of depository bank information.
Kimoby reserves the right to suspend or cancel your Kimoby Pay account at any time, in cases such as:
- Pending, anticipated, or excessive disputes, chargebacks, refunds or reversals;
- Suspected or actual fraudulent, illegal or other malicious activity;
- Inquires by law or court order.
4. Limitations on Kimoby’s liability
Kimoby is not responsible for Your obligations to Your customers, including to properly describe and deliver the goods or services being sold to your customers. You are solely responsible for, and Kimoby expressly disclaims all liability, your compliance with applicable laws and obligations related to your provision of the goods or services to your customers, or receipt of charitable donations. This may include providing customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the services. You agree to indemnify Kimoby for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to your customers.
5. Security and privacy
Kimoby maintains commercially responsible for administrative, technical and physical procedures to protect all personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provided this personal information regarding you and your customers at your own risk.
You are confirming that you are in compliance with all applicable privacy laws, have obtained all necessary rights and consents under applicable law to disclose to us or allow us to collect, use, retain and disclose any cardholder data that you provided us or authorized us to collect and that we will not be breach of any such laws by collecting, receiving, using and disclosing such information in connection with the service. As between the parties to this agreement, you are solely responsible for disclosing to your customers that we are processing credit card transactions for you and obtaining Data from such customers.
If you receive information about others, including cardholders, through the use of our service, you must keep such information confidential and only use it in connection with the service.
You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by the buyer customer.
6. Other general legal terms
6.1. Term, termination, and the effects of termination
The term of this Account Agreement will begin when you register for Kimoby Pay and will end when terminated by you or Kimoby, as described in this Account Agreement. You may terminate this Account Agreement at any time by noticing Kimoby and immediately ceasing your use of Kimoby Pay. However, if you start using Kimoby Pay again, you are consenting to this Account Agreement. Kimoby may terminate this Account Agreement if you are in breach of the Account Agreement and fail to cure the breach upon 30 days notice by Kimoby (such notice and cure period only being required if curing the breach is attainable) or upon 120 days notice, for any reason. Kimoby may also terminate this Account Agreement without notice if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding or if Kimoby determines that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to Kimoby.
Section 4 and all provisions giving rise to continuing obligations will survive termination of this Account Agreement. As stated above, the License Subscription Agreement governs your use of services, so the termination of this Account Agreement will not immediately trigger termination of the License Subscription Agreement. All obligations in the License Subscription Agreement will only be terminated in accordance with the terms and conditions of the License Subscription Agreement. Termination of the License Subscription Agreement will cause this Account Agreement to automatically terminate.
6.2. Taxes and reporting
It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the service ("taxes"). It is solely your responsibility to assess, collect, report or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether taxes apply, calculate, collect, report or remit any taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.
For merchants doing business in the United States, pursuant to the Internal Revenue Code, merchant acquiring entities and third party settlement organizations are required to file an information return with the IRS for each calendar year, reporting all payment card transactions and third party network transactions with merchants occurring in that calendar year as required by law.
The pricing for your use of the services with Kimoby Pay will depend on your agreement with Kimoby. If your Kimoby account balance becomes negative, you authorize Kimoby to debit the amount owed from your payout account. If you believe that fees have been incorrectly deducted, please contact us.
6.3. Governing law, disputes and interpretation
The provisions of the applicable License Subscription Agreement’s governing applicable law (jurisdiction), location of suits and disputes (venue), and any method for dispute resolution are incorporated into this Account Agreement by reference. Headings are included for convenience only, and should not be considered in interpreting this Account Agreement. No provision of this Account Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation.” This Account Agreement does not limit any rights of enforcement that Kimoby may have under trade secret, copyright, patent, or other laws. Kimoby’s delay or failure to assert any right or provision under this Account Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Account Agreement will be deemed a further or continuing waiver of such term or any other term.
6.4. Right to amend
Kimoby may amend this Account Agreement at any time. You will be provided with notice of amendments through email. You agree that any changes to this Account Agreement will be binding on you 7 days after the amendment is made by Kimoby (or if a longer period is required by applicable law). If you elect to not accept the changes to this Account Agreement, you must provide notice to Kimoby and immediately cease using Kimoby Pay. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Services you agree that you are consenting to any such changes to the Account Agreement.
You may not assign or attempt to assign this Account Agreement without the express consent of Kimoby in advance.
6.6. Entire Agreement
This Account Agreement constitutes the entire agreement between you and Kimoby with respect to Kimoby Pay. This agreement sets forth your exclusive remedies with respect to Kimoby Pay. If any provision or portion of this Account Agreement is held to be invalid or unenforceable under applicable law, then it will be reformed interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
7. Stripe Account Agreement
Payment processing services for you on Kimoby Pay are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to this agreement or continuing to operate as an account owner on Kimoby Pay, you agree to be bound by the Stripe services agreement, as the same may be modified by Stripe from time to time. As a condition of Kimoby Pay enabling payment processing services through Stripe, you agree to provide Kimoby accurate and complete information about you and your business, and you authorize Kimoby to share it and transaction information related to your use of the payment processing services provided by Stripe.