Updated: April 2, 2024

Terms & Conditions

The following terms of use, together with any documents and/or additional terms they expressly incorporate by reference (collectively, the “Terms of Use”) govern your access to and use of: (a) our website available at www.plooto.com, including any content and functionality (the “Website”); (b) any text, pictures, media, data, information, materials and other content (collectively, the “Content”) contained on or provided through (a); and (c) all other products or services provided by us to you, including our platform through which businesses can pay all their suppliers and vendors, make certain types of tax payments, and request payments from their clients (the “Plooto Platform”). References in these Terms of Use to the Plooto Platform will include, where applicable, the Content and the Website.

These Terms of Use form an agreement between (a) Plooto Inc., if you are using or accessing the Adyen Services (defined below) from outside the United States or (b) Plooto US Inc., if you are using or accessing the Adyen Services from within the United States (the applicable contracting entity being referred to as “Plooto”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Plooto Platform (“use” or “using” in these Terms of Use will mean any of the foregoing). When applicable, we will refer to a User using the Accounts Receivable Offering (defined below) as a “Recipient” and a User using the Accounts Payable Offering (defined below) as a “Payor”.

BY USING THE PLOOTO PLATFORM IN ANY WAY OR BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, (III) YOU ARE USING THE PLOOTO PLATFORM FOR A BUSINESS PURPOSE AND ARE NOT ACTING FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES; AND (IV) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE PLOOTO PLATFORM IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST NOT ACCESS OR USE THE PLOOTO PLATFORM.

IF YOU ARE USING THE PLOOTO PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any other products or services except those described herein.

You acknowledge and agree that the Plooto Platform is intended to provide you with general information and any Content contained on or received through the Plooto Platform or through any of our advertisements (including through posts made from and information shared on our social media accounts) is not business, legal, accounting, or professional tax advice and should not be relied upon in that regard.


  1. Changes to these Terms of Use and the Plooto Platform
    1. We reserve the right, in our sole discretion, to change any element of these Terms of Use at any time. When we change these Terms of Use, we will: (i) place a notice on the Plooto Platform, send you an email, or notify you by some other means; (ii) post a new version of the Terms of Use to the Plooto Platform; and (iii) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the Plooto Platform is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Plooto Platform. Otherwise, your continued access to or use of the Plooto Platform after any changes to these Terms of Use indicates your acceptance of such changes.
    2. We reserve the right to change the Plooto Platform at any time, without notice. We may, at our discretion, suspend your access to or use of the Plooto Platform or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; or (iii) to address any emergency security concerns. You may need to update third-party software from time to time in order to use the Plooto Platform.
  2. Accounting Firm Users
    1. The Plooto Platform is available for use by Users at bookkeeping and accounting firms (each an “Accounting Firm User”) on behalf of their clients (“Client Users”). Each Accounting Firm User represents and warrants to and covenants with Plooto that it has: (i) obtained the necessary consents and authorizations to use the Plooto Platform on behalf of its Client User as a Payor or Recipient; and (ii) has presented the Client User with these Terms of Use and will ensure that its Client Users comply with these Terms of Use. Reference in these Terms of Use to: (i) “your Payment Account” or a “User’s Payment Account” will mean the payment account of either or both of: (A) the Accounting Firm User; and (B) the Client User, as applicable and as mutually agreed to between you and your Client; and (ii) “User”, “Recipient”, “Payor”, “you” and “your” includes the Accounting Firm User and the Client User, as applicable.
  3. Plooto Account
    1. Establishing a Plooto Account. To access certain features of the Plooto Platform, you may be required to successfully sign up for a user account using the available interfaces of the services, and establish a username and password login credentials (the “Plooto Account”). If you establish a Plooto Account, you will keep your Plooto Account secure and will not grant access to or otherwise share your Plooto Account with any other person, except for an Accounting Firm User or a Client User, as applicable. If you establish a Plooto Account for your own use, you will not share your Plooto Account or its credentials with any other person. Additional Plooto Accounts are available for other members of your organization. Your Plooto Account may be approved by you or an authorized signing authority in your organization for the purposes of enabling you to issue payment instructions related to a business bank account at a qualifying financial institution. You must provide us with true, accurate, current and complete information for your Plooto Account. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Plooto Platform.
    2. Background Verification. In order to activate any Plooto Account, Plooto will need to perform certain background verifications for the purposes of verifying your or your business’s identity and complying with requirements imposed by Plooto’s financial institutions, the rules and regulations of the Canadian Payments Association, as they may be amended or replaced from time to time (the “CPA Rules”) or other regulatory obligations, including those of the United States Department of Treasury, through its bureau the Financial Crimes Enforcement Network (“Treasury Laws”), and to limit fraud and manage risk. Such background verifications may include identity verification, anti-money laundering and history and more general “know your client” information. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your personal information and your business’ information against third party databases or through other sources. If we cannot verify your or your business’ identity, we reserve the right to deny you use of the Plooto Platform or to limit your use of your Plooto Account. By completing the account sign-up process, you consent to Plooto’s background verifications for the purposes described above.
    3. Account Security. You agree to take all necessary steps to preserve the confidentiality of, and to prevent the fraudulent or other misuse of, all passwords and forms of security, and identification used in connection with the Plooto Platform and to diligently supervise and monitor the conduct and work of all representatives and employees having any involvement in providing instructions to or other communications with Plooto. You agree to immediately notify us upon becoming aware of any unauthorized use of your Plooto Account or any other breach of security related to the Plooto Platform or your Plooto Account and provide all reasonable assistance necessary for Plooto to investigate and correct the problem, if one exists. You acknowledge and agree that Plooto shall not be liable for any losses or damages arising out of or related to account compromises and that you agree to compensate Plooto for any losses and damages.
    4. Payment Account. Once you have created a Plooto Account, you may link various payment methods (“Payment Account”) either: (i) manually by inputting certain information regarding your Payment Account; or (ii) automatically by linking to your financial institution using technology provided by Third-Party Product providers, including Flinks Technology Inc. (“Flinks”) (collectively, “Third-Party Providers”). We use Third-Party Providers to gather your data from financial institutions. By using the Plooto Platform, you grant Plooto and Third-Party Providers the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Third-Party Providers in accordance with their respective privacy policies, including Flinks’s privacy policy available at https://flinks.com/privacy-policy/. You agree to be subject to the these Third Party Providers’ terms of use, including Flinks’s terms of use available at https://flinks.com/terms-conditions/#htoc-definitions. Prior to using a Third-Party Provider’s services, their respective privacy policies and terms of use will be presented to you. Please note that payment methods may be saved to your Plooto Account for easy reference and submission. Individuals who are authorized to issue instructions in connection with a Payment Account may authorize the connection of one or more Plooto Accounts to that Payment Account. If you are authorized to issue instructions in connection with a Payment Account, you confirm that you grant the authority to any employees, agents or other representatives that you permit to use the Plooto Platform on your behalf to legally bind you. In the event that you wish to revoke the authority for any person to use a Plooto Account in connection with a particular Payment Account, you must notify Plooto either through the Plooto Platform or by contacting us through our support channels, available through https://www.plooto.com.
    5. Plooto Instant. Users can elect to activate an account with Plooto wherein Plooto holds funds on your behalf to accelerate payments (a “Plooto Instant Account”). If you elect to activate your Plooto Instant Account, you may select, as applicable, to have funds debited and deposited to or from your Plooto Instant Account. If you elect to activate your Plooto Instant Account for use with the Accounts Payable Offering or Accounts Receivable Offering, references to your Payment Account in these Terms of Use in Sections 3, 4, and 5 include your Plooto Instant Account, as applicable.
    6. Binding Instructions. Plooto is entitled to act on instructions received through your Plooto Account. Plooto is not required to verify the bona fides of transactions or the actual identity of the User. Except as otherwise agreed to in writing by Plooto, Plooto has no obligation to verify any information that you provide or that is provided on your behalf, and Plooto is entitled to rely upon such information. Plooto is not responsible for any actions taken or transactions made to or from your account by any other party using your Plooto Account. You are solely responsible for any and all use of your Plooto Account and all actions and activities that occur under or in connection with the Plooto Account. You agree to be responsible for any act or omission of any Users that access the Plooto Platform under your Plooto Account that, if undertaken by you, would be deemed a violation of these Terms of Use.
    7. Reservation of Rights. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Plooto Platform and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. We reserve the right to disable any Plooto Account issued to you at any time in our sole discretion. If we disable access to a Plooto Account issued to you, you may be prevented from accessing the Plooto Platform (or any portion thereof).
  4. The Plooto Platform
    1. The Plooto Platform enables (i) Users to transmit payments for commercial purposes to recipients (who may or may not be Recipients) (the “Accounts Payable Offering”) and enables Users to request payments from payors (who may or may not be Payors) for commercial purposes (the “Accounts Receivable Offering”). Payors or Recipients may upload an invoice electronically using optical character recognition (OCR) technology, import an invoice from various accounting software, or enter in invoice details manually. Such information may be used to generate documents which can then be synched with various accounting software. You should review and verify the accuracy of all information and data uploaded to the Plooto Platform. Plooto does not guarantee the accuracy of any information uploaded or imported to, or downloaded or exported from, the Plooto Platform or any accounting software, including as a result of any OCR technology. Plooto hereby disclaims any and all liability for any claims arising from, in connection with or relating to the information uploaded or imported to the Plooto Platform from any accounting software or using any OCR technology. Access to the features and functions offered through the Plooto Platform will depend, in certain instances, on where you are located.
    2. The Accounts Payable Offering enables Payors to transmit payments to Plooto via pre-authorized debit (“PAD”) in Canada and automated clearing house (“ACH”) in the United States (PAD and ACH referred to collective in these Terms of Use as an “Authorized Funds Transfer”), and Plooto in turn transmits such payment to the Payor’s intended recipient. The Accounts Receivable Offering enables Recipients to request payment from payors and payors can transmit payments to Plooto via Authorized Funds Transfer or credit card and Plooto in turn transmits such payment to the Recipient’s Payment Account. Your consent to any Authorized Funds Transfer, as applicable, and the terms and conditions governing the Authorized Funds Transfer is governed under the terms and conditions of an agreement provided to you under separate cover (the “Authorized Funds Transfer Agreement”). You must enter into the Authorized Funds Transfer Agreement with Plooto prior to using the Plooto Platform. These Terms of Use do not amend, modify, supplement or otherwise change the terms and conditions set out in the Authorized Funds Transfer Agreement and in the event of a conflict between a provision in these Terms of Use and a provision in the Authorized Funds Transfer Agreement, the Authorized Funds Transfer Agreement will prevail.
    3. Plooto is an independent third-party service that is not formally affiliated with payors or recipients. You acknowledge and agree that your use of the Plooto Platform does not in any way constitute a tri-party agreement between you, Plooto, and any other payor or recipient. Accordingly, Plooto hereby disclaims all liability for any claims arising from, in connection with or relating to your interactions or contracts with other payors or recipients, as applicable, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. User hereby remises, releases and forever discharges Plooto and the Plooto Parties of and from any and all claims whatsoever which the User ever had, now has or may hereafter have, whether at common law, in equity, by statute or otherwise, whether now known or unknown, arising from, in connection with or in respect of your interactions or contracts with other payors or recipients, including, for the avoidance of doubt, Payors or Recipients. You further acknowledge that your use of the Plooto Platform does not alter or affect any payor or recipient payment terms you may be subject to, including but not limited to deadlines, payment plans, late fees, and refunds. Plooto does not endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by recipients or payors.
    4. Plooto hereby disclaims all liability for any claim arising from, in connection with or relating to the actions or inactions of any payor or recipient, including, for the avoidance of doubt, Payors or Recipients. User hereby remises, releases and forever discharges Plooto and the Plooto Parties (defined below) from any and all claims whatsoever which the User ever had, now has, or may hereafter have, whether at common law, in equity, by statute or otherwise, whether known or unknown, arising from, in connection with or in respect of the actions or inactions of a payor or recipient, including, for the avoidance of doubt, Payors or Recipients.
    5. You must keep all information pertaining to your Payment Account and Plooto Account current and accurate. If any information relating to your Payment Account or Plooto Account is updated, modified or otherwise changes, you must make the necessary updates on the Plooto Platform to account for such changes.
  5. Accounts Payable Offering
    1. Recipient Information. You must enter payment information for recipients to whom you will use Plooto to make a payment. The Payor must provide correct and current payment information for each recipient. You are responsible for verifying the accuracy of the foregoing recipient information prior to scheduling payments. If you input a recipient’s banking information you represent and warrant that you have obtained from the recipient all necessary authorizations and consents required by Applicable Law (defined below) to provide such information to us and for us to Handle such information in connection with providing services through the Plooto Platform. Plooto may offer suggested contact information for certain recipients. Plooto does not guarantee the accuracy of such information, and does not represent or warrant that such contact information will be that of your intended recipient. If you use a credit card to make a payment you represent and warrant that you are authorized to use such card. Plooto hereby disclaims any and all liability for any claims arising from, in connection with or relating to payments made through its platform, including to unintended recipients when you elect to use the contact information suggested by Plooto for a particular recipient.
    2. Transfer Amount. When you instruct Plooto to pay a recipient using your Plooto Account credentials, Plooto will initiate an Authorized Funds Transfer from your Payment Account on the date you specify (which may be a date in the future) (the “Initiation Date”) for the amount of the payments to your recipient (collectively, the “Transfer Amount”). The Initiation Date is not the date the Transfer Amount will be transferred to the recipient. We will use commercially reasonable efforts to ensure the Transfer Amount is transferred to the recipient within two to three business days from the Initiation Date. You will be solely responsible for scheduling payments and selecting an Initiation Date for each payment that allows sufficient time for the payment to be delivered on or prior to the due date of such payment. Unless Plooto specifies otherwise, you will ensure that all instructions and notices given to Plooto are received in sufficient time to permit a reasonable opportunity for Plooto to deal with them. Plooto is required to comply with the payment system rules and regulations on clearing and other matters that may prevent Plooto from complying with your instructions for payments or funds transfers if the instructions are not received within time frames required by such rules and regulations. Plooto will, at your election, either: (i) transfer the Transfer Amount directly to your recipient’s bank account via direct deposit; (ii) transfer the Transfer Amount to your recipient via e-mail money transfer; or (iii) prepare a cheque addressed to the recipient for the Transfer Amount to your recipient.
    3. Transfers Amounts Returned or Rejected by Your Financial Institution. When you use the Plooto Platform to pay a recipient, you are responsible for the Transfer Amount and agree to fund the payment to Plooto. To fund the payment, you authorize Plooto to process an Authorized Funds Transfer from your Payment Account in the full Transfer Amount. If a debit from your Payment Account to fund a payment made by you through the Plooto Platform is rejected or returned by the financial institution linked to your Payment Account for any reason, including due to insufficient funds, a stop-payment or a withdrawal of an Authorized Funds Transfer (a “Payment Rejection”) such that the Transfer Amount cannot be stopped, cancelled or recalled, you must pay to Plooto, within five (5) business days of the Payment Rejection, the Transfer Amount (the “Recovery Amount”). In the case of a Payment Rejection where we are able to stop, cancel or recall the Transfer Amount, you will not be required to pay us the Recovery Amount and you authorize us to credit the Transfer Amount to your Payment Account. Upon the occurrence of a Payment Rejection, we reserve the right to suspend all payments from your Plooto Account, or to terminate your Plooto Account, all in our sole discretion in addition to other rights and remedies we have under the law and these Terms of Use.
    4. Transfer Amounts Returned or Rejected by the Recipient. You are solely responsible for the accuracy of the payment information or the payment instructions provided to us. If a Transfer Amount is refused or returned by the recipient (a “Recipient Rejection”), we will void the payment, unless we, in our sole discretion agree to take other action on the payment such as crediting or reissuing the payment. For each Recipient Rejection, you must pay to us the Failed Transaction Fee. If a returned or refused Transfer Amount as a result of a Recipient Rejection is voided, you authorize us to credit the Transfer Amount to your Payment Account.
    5. Payments Final. Subject to applicable laws and except as otherwise set out in these Terms of Use, once a Transfer Amount has been initiated and processed by Plooto, it is considered final and may not be cancelled or reversed. You acknowledge and agree that Plooto shall not be liable for any losses or damages arising out of or related to the finality of any payment processed through the Plooto Platform.
  6. Accounts Receivable Offering
    1. Payor Information. You must enter recipient information for payors from whom you are requesting payment through the Plooto Platform and the requested amount (“Payment Request Amount”). The Recipient must provide correct and current payment information for each payor and the correct Payment Request Amount. You are responsible for verifying the accuracy of the foregoing payor information and Payment Request Amount prior to requesting a payment. If you input a payor’s contact information, you represent and warrant that you have obtained from the payor all necessary authorizations and consents required by Applicable Law (defined below) to provide such information to us and for us to Handle such information in connection with providing services through the Plooto Platform.
    2. Payment Request Amount. When you instruct Plooto to contact a payor on a particular date (“Request Date”) requesting the Payment Request Amount, Plooto will email the payor on your behalf requesting payment of the Payment Request Amount from the payor’s bank account to Plooto via Authorized Funds Transfer or credit card. You will not receive payment from the payor on the Request Date. You will be solely responsible for requesting payments and selecting a Request Date for each payment that allows sufficient time for the payment request to be delivered on or prior to the payment’s due date. You will ensure that all instructions and notices given to Plooto are received in sufficient time to permit a reasonable opportunity for Plooto to deal with them. Plooto is required to comply with the payment system rules and regulations on clearing and other matters that may prevent Plooto from complying with your instructions for payment requests or funds transfers if the instructions are not received within time frames required by such rules and regulations.
    3. Payment of Payment Request Amount by Payor. For Payors that elect to pay the Payment Request Amount directly to Plooto via: (i) Authorized Fund Transfer; or (ii) credit card, Plooto will use commercially reasonable means to transfer the Payment Request Amount to your Payment Account within two to three business days of Plooto’s receipt of the Payment Request Amount from the recipient. Payments made by payors using credit card are currently processed through the Adyen Services in the United States and Canada (as outlined in Section 18 of these Terms of Use). Except as set out herein, Plooto does not represent, warrant or otherwise guarantee that you will receive the Payment Request Amount from a payor within a particular time period or by any specified date.
    4. Payment Request Amount Recalled by a Payor. If a Payment Request Amount is recalled or reversed by a payor or if Plooto is otherwise required to return the Payment Request Amount to the payor after it has deposited it to your Payment Account (a “Recalled Transaction”), you must refund Plooto the Payment Request Amount (a “Recall Amount”). Pursuant to the terms of an Authorized Payment Agreement, you will authorize Plooto to debit your Payment Account for the Recall Amount. For each Recalled Transaction, you must pay to us the Failed Transaction Fee.
    5. Refunds. In the event a Recipient’s payor requests a refund or any Payment Request Amount in whole or in part, Recipient may: (i) in the case of a payor that paid the Payment Request Amount via Authorized Funds Transfer, use the Accounts Payable Offering to process such refund to the payor; or (ii) in the case of a payor that paid the Payment Request Amount via credit card, contact Plooto to assist with returning the refunded amount to the payor.
  7. Fees and Plooto Payments
    1. Fees. Plooto will charge you fees for your use of the Plooto Platform on a monthly basis in advance for access to the Plooto Platform for a 30-day period (the “Subscription Term”) , as set out at https://www.plooto.com/plooto-pricing and https://www.plooto.com/support/s/article/Accounting-Firm-Discounts, as applicable, or as otherwise communicated to you in writing by Plooto (the “Subscription Fees”). You will automatically be charged the Subscription Fees by Plooto via Authorized Funds Transfer for each Subscription Term until you terminate your Plooto Account.
    2. Additional Transaction Fees. In the event that your use of the Plooto Platform is subject to any of the additional fees set out at https://www.plooto.com/support/s/article/plooto-pricing, you will pay Plooto the applicable fee (“Transaction Fee”) on a monthly basis in arrears for the Transaction Fees incurred in the immediately preceding Subscription Term. For certainty, in the event that: (i) any Transfer Amount is subject to a Payment Rejection or Recipient Rejection, charge back or otherwise not paid to us; or (ii) any Payment Request Amount is the subject of a Recalled Transaction (collectively, a “Failed Transaction”), you agree to pay Plooto for (A) any and all penalties, interest charges, late payment fees, service fees, currency conversion fees, and any other fees or costs that we incur as a result of the Failed Transaction and (B) the applicable fee relevant to the Failed Transaction as set out at https://www.plooto.com/support/s/article/plooto-pricing (collectively, the “Failed Transaction Fees”). For the avoidance of doubt, for the purposes of these Terms of Use, references to Transaction Fees include any applicable Failed Transaction Fees.
    3. Payment. Payment for the Subscription Fees, Transaction Fees and any other amounts owing to Plooto (collectively, the “Fees”) will be debited directly from your Payment Account via Authorized Funds Transfer. Your right to use the Plooto Platform is subject to any limits established by your financial institution on your Payment Account.
    4. Disputed Fees. If you believe Plooto has charged you incorrectly for any Fees, you must contact Plooto no later than 45 days after having been charged by Plooto or receiving any invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, you will pay any undisputed Fees and we will discuss the disputed amounts in good faith in order to resolve the dispute.
    5. Applicable Taxes. If Plooto is required by any Applicable Law to remit an amount for or on account of any taxes in respect of any services provided under these Terms of Use and has not collected such tax from you for remittance to the relevant tax authority, then you will pay Plooto the amount of such tax (including any related amount for interest and penalties) within ten (10) days of Plooto’s written request.
    6. Interest. No interest will accrue or be paid or due to you for any amount that Plooto may receive from you or may hold on your behalf in connection with any transaction made through the Plooto Platform. You will pay interest on all Fees that are not paid when due at the rate of twenty-one percent (21%) per annum. All interest will be calculated and payable monthly, not in advance, and if applicable, both before and after demand, default and judgment.
  8. Records and Account Statements
    1. Plooto may make information available through the Plooto Platform outlining the instructions received through Plooto regarding any payments made or received, the amount of any Fees charged in connection therewith, any Transfer Amounts debited from or credited to your Payment Account, and any interest charges in connection with Plooto’s services (the “Account Statements”). You agree to review and verify the Account Statements and notify Plooto in writing of any errors, irregularities or omissions within thirty (30) days of the availability of the Account Statement through the Plooto Platform. At the end of the thirty (30) day period, it will be conclusively settled between you and Plooto that the information contained in the Account Statement is accurate, that all Fees, Transfer Amounts and interest charged, as set out in the Account Statements are properly chargeable, and that you will not be entitled to be credited with any amount not otherwise set out in the Account Statement. Notwithstanding the foregoing, Plooto has the right at any time to make adjustments for any amounts improperly credited and any alleged errors, irregularities or omissions outlined in the Account Statement or to charge back items for which payment has not been received.
    2. Plooto’s records will, in the absence of obvious error or as otherwise agreed by Plooto in writing, be conclusive evidence of the information Plooto received and of the transactions between you and Plooto. The computer-generated or electronic records Plooto receives or creates will be admissible in a court of law and you waive any defence as to their admissibility.
  9. User Data and Privacy
    1. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the Plooto Platform, including Account Statements (collectively, “User Data”): (i) to develop, enhance, market and make available the Plooto Platform and Third-Party Products; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”), provided that the foregoing license does not apply to and does not include any Personal Information (defined below) contained in the User Data. We and our affiliates and service providers, and each of their and our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind. To the extent permitted by Applicable Law, Plooto will not be liable for any failure to store, or for loss or corruption of your User Data.
    2. Please review our current privacy policy, available at https://www.plooto.com/privacy-policy (“Privacy Policy”), which contains important information about our practices in Handling information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use. The term “Handle” means to access, receive, collect, use, transmit, store, process, record, disclose, transfer, retain, dispose of, destroy, manage or otherwise handle.
    3. We reserve the right to remove, edit, limit, or block access to the User Data at any time and from time to time, and to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use. We have no obligation to display or review your User Data.
    4. You represent and warrant to and covenant with us that: (i) your User Data will only contain your own Personal Information or Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by Applicable Laws, to enable us to make available the Plooto Platform and Handle the User Data as contemplated under these Terms of Use; (ii) you own or control the appropriate rights in and to your User Data, including any intellectual property owned by third parties; and (iii) you will not submit, upload, or otherwise make available via the Plooto Platform, any User Data that: (A) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; (B) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; (C) constitutes personal health information; or (D) breach or violate any Applicable Laws or these Terms of Use.
  10. App Updates and Upgrades

    You acknowledge that Plooto may from time to time issue updated or upgraded versions of the Plooto Platform, and may (subject to your device settings) automatically electronically update or upgrade the version of the Plooto Platform that you are then currently using on your browser. You consent to receive updates or upgrades to the Plooto Platform automatically without providing further consent each time. The Plooto Platform (including any updates or upgrades) may: (i) cause your device to automatically communicate with our servers to deliver the functionality described in the Plooto Platform description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored on your device; and (iii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the Plooto Platform works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time under certain conditions by contacting us at support@plooto.com.

  11. Ownership of and License to the Plooto Platform
    1. Neither these Terms of Use nor your use of the Plooto Platform grants you ownership in the Plooto Platform. These Terms of Use do not grant you any right to use any Content, including Plooto’s trademarks, graphics, logos and other commercial symbols or brand elements. All right, title and interest, including intellectual property rights, in and to the Plooto Platform, including any updates, adaptations, translations, customizations or derivative works thereof, will remain the sole property of Plooto (or our third-party suppliers, if applicable). Subject to these Terms of Use, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license and right during the Term to use the Plooto Platform. The Plooto Platform and all materials provided by us hereunder are made available or licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved by Plooto.
    2. Certain elements of the Plooto Platform are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling the Plooto Platform or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.
    3. Any use of third party software provided in connection with the Plooto Platform will be governed by such third parties’ licenses and not by these Terms of Use;
    4. The name “PLOOTO” is the trademark and trade name of Plooto. Any trademarks, graphics, logos or other commercial symbols appearing in or on the Plooto Platform are the exclusive property of Plooto (or its third-party suppliers) and may not be used in any manner without our express written consent.
  12. Additional Terms

    Your access to and use of certain functionalities provided in or through the Plooto Platform may be subject to additional terms and conditions presented to you by Plooto or its service providers, including terms and conditions in respect of Third-Party Products (defined below). Such additional terms and conditions are incorporated herein by reference and you agree to comply with such additional terms and conditions at all times. If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Use do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities.

  13. Your Responsibilities

    You agree to: (a) prevent unauthorized access to or use of the Plooto Platform; (b) maintain, protect and make backups of your User Data; (c) keep your contact information and payment information associated with your account current and accurate at all times, including your Plooto Account, and Payment Account; (d) comply with all Applicable Laws and regulations, including, but not limited to, all intellectual property, data, privacy laws and anti-spam; (e) keep your Plooto Account and all other login information confidential; (f) not register for more than one Plooto Account, register for a Plooto Account on behalf of an individual other than yourself without such individual’s authorization, or register for an account on behalf of any group or entity; (g) monitor and control all activity conducted through your Plooto Account in connection with the Plooto Platform; (h) upload and disseminate only data to which you own all required rights under law or are otherwise authorized to upload and disseminate and do so only consistent with Applicable Law; (i) promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your Plooto Account, including any loss, theft, or unauthorized disclosure or use of a Plooto Account or account; (j) not use anyone else’s Plooto Account at any time, without the permission of the Plooto Account holder; (k) not attempt, in any manner, to obtain the password, account, or other security information from any other user; (l) except as authorized by Applicable Law, you agree not to export, re-export or transfer the Plooto Platform or any part thereof to any country, person, entity or end-user subject to applicable export controls or sanctions; and (m) not send or transmit any personal health information to Plooto or through the Plooto Platform. For greater certainty, you are responsible for complying with all applicable trade restrictions, regulations and laws both foreign and domestic.

  14. Compliance with Laws
    1. In connection with your use of the Plooto Platform, both parties will abide by all applicable statutes, rules, regulations, orders, treaties or other requirements having the force of law, including the CPA Rules and Treasury Laws (collectively “Applicable Law”). You represent and warrant that the entering into and enforcement of the Terms of Use will not violate any Applicable Law, resolution or other restrictions to which it may be subject and that all terms of the Terms of Use may be enforced against you.
    2. In accordance with our regulatory requirements, in order to help fight the funding of terrorism and money laundering activities, we are required to obtain, verify, and record information that identifies every customer. Our requirements for collection and verification of your information and our rights with regard to review of accounts and payments and reports are set out in Section 3 of these Terms of Use.
    3. You represent and warrant that: (i) you are not any person or entity listed or designated in any economic sanctions laws, regulations, orders, embargos or restrictive measures administered, enacted or enforced by the Canadian Government, including Global Affairs Canada and Public Safety Canada (and any successors thereto), any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Criminal Code (Canada), the Freezing of Assets of Corrupt Foreign Officials Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act - Sergei Magnitsky Law (Canada), or any equivalent legislation or applicable laws in the United States including sanctions and denied persons lists maintained by the Office of Foreign Asset Control (“OFAC”), Export.Gov, the United States version of the Magnitsky Act; and (ii) you are not an affiliate of any such person listed in any of the above or any person acting on behalf of a person referred to in the foregoing. Users in the United States are prohibited from attempting to directly or indirectly to send payments to any sanctioned country, person, group or entity under U.S. law.
    4. Please notify us immediately if you are a victim of fraud and enter transactions directed to a fraudulent account from your Plooto Account. We will investigate the matter, take appropriate action, and make every effort to recover any lost funds. You acknowledge and agree that Plooto shall not be liable for any losses or damages arising out of fraudulent use of your Plooto Account, or Payment Account, intercepted payments, and that you agree to compensate Plooto for any losses and damages it may incur as a result of any fraud in respect of your Plooto Account, Payment Account or intercepted payments.
  15. No Unlawful or Prohibited Use

    You will not use the Plooto Platform in violation of these Terms of Use or of any Applicable Law. You will not, without our prior written permission, use the Plooto Platform for any purpose other than to access and use the Plooto Platform in accordance with these Terms of Use. Without limiting the generality of the foregoing, you will not (and will not attempt to,) directly or indirectly: (a) disable or interfere in any way with servers or networks connected to the Plooto Platform; (b) attempt to gain unauthorized access to the Plooto Platform; (c) transmit or communicate in any way on the Plooto Platform any data, information, media or any other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, inaccurate, intentionally misleading, or impersonates any other person; (iv) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory in any way or is otherwise objectionable, such determination to be made in Plooto’s sole discretion; (vi) is harmful to minors in any way or targeted at minors; (vii) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party; (viii) violates, or encourages any conduct that may violate, any Applicable Laws or would give rise to civil or criminal liability; (ix) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others; or (x) contains information about an identifiable individual including personal health information; (d) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Plooto Platform or any part thereof or otherwise attempt to discover any source code; use the Plooto Platform for the purpose of building a similar or competitive offering; (e) violate the terms of use of any third party website that is linked to the Plooto Platform; (f) impersonate Plooto or any other person or entity; (g) encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Plooto Platform, or which, as determined by us, may harm Plooto or Users of the Plooto Platform or expose them to liability; (h) promote any illegal activity or advocate, promote, or assist any unlawful act; (i) run Maillist, Listserv, any form of auto-responder or “spam” on the Plooto Platform, or any processes that run or are activated while you are not logged into the Plooto Platform, or that otherwise interfere with the proper working of the Plooto Platform; (j) use the Plooto Platform or Content to stalk, attempt to exploit, harass or harm another individual by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under Applicable Laws and regulations; (k) cause annoyance, inconvenience, or needless anxiety or use the Plooto Platform in a manner that is likely to upset, embarrass, or alarm any other person; or (l) authorize, permit, enable, induce or encourage any third party to do any of the above.

  16. Confidentiality
    1. We do not guarantee the confidentiality of any communications made by you through the Plooto Platform. We do not guarantee the security of data transmitted over the internet or public networks in connection with your use of the Plooto Platform.
    2. You acknowledge that in the course of using the Plooto Platform, you may come into contact with confidential information of Plooto pertaining to, among other things, business methods, software and technological tools, or otherwise, and you agree to protect and keep confidential such confidential information and disclose it only as necessary to comply with these Terms of Use or with any laws compelling disclosure. You agree that upon expiration or termination of these Terms of Use, you shall destroy, return and/or delete any such confidential information in your possession.
  17. Feedback

    You agree that any suggestion, feedback or idea provided by you (collectively, “Feedback”) will not be treated as confidential, and nothing in these Terms of Use or otherwise will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Plooto Platform or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. You hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

  18. Third Party Content, Websites or Services
    1. The Plooto Platform may provide or publish links or access to third party content, websites, or services, including the Adyen Services (defined below), the Hypatos Services (defined below) and other services offered by Third-Party Providers (collectively, the “Third-Party Products”). Likewise, we may allow you to access the Plooto Platform from third party systems.
    2. For purposes of these Terms of Use, certain Third-Party Products may be subject to their own terms and conditions which will be presented to you for acceptance within the Plooto Platform by website link or otherwise. If you do not agree to abide by any applicable terms presented to you for acceptance for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. Any acquisition by you of such Third-Party Products, and any exchange of data between you and any such provider of Third-Party Products is solely between you and the applicable Third-Party Products provider. Plooto does not warrant or support Third-Party Products or other third party products, offerings or services, whether or not they are designated by Plooto as “certified” or otherwise. Plooto cannot guarantee the continued availability of such Third-Party Products features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Plooto. Plooto is not responsible for any disclosure, modification or deletion of your data resulting from access by such Third-Party Products or its provider.
    3. Plooto does not represent, warrant or covenant that it has reviewed the Third-Party Products and is not responsible for the Third-Party Products. Plooto does not endorse the Third-Party Products or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. The Third-Party Products are not under Plooto’s control, and if you choose to access or use the Third-Party Products, you do so entirely at your own risk. You acknowledge that the terms and conditions governing the Third-Party Products may not have the same or similar commitments or protections as those contained in these Terms of Use. You agree that to the fullest extent permitted by Applicable Law Plooto is not responsible or liable for any loss or damage of any sort incurred as the result of your use of the Third-Party Products. You agree that Plooto may share your User Data with the provider of the Third-Party Products.
    4. You acknowledge that you have no direct relationship with the provider of the Third-Party Products. You hereby defend, indemnify, and hold harmless Plooto, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, and successors, from and against any losses, damages, claims, actions, judgements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and costs of enforcing any right to indemnification hereunder, arising out of, related to or in connection with your use of the Third-Party Products, including any breach of the terms and conditions governing the Third-Party Products (including the Adyen Terms of Use (defined below), Adyen Restricted List (defined below), and Hypatos Terms of Use (defined below)).
    5. The Plooto Platform is integrated with Adyen’s payment processing and acquiring services for ‘card not present’ functionality to allow Recipients to receive payments directly from its payors (“Adyen Services”). If you access or use the Adyen Services, you agree to comply with: (a) Adyen’s Terms of Use located at: https://www.adyen.com/legal/terms-and-conditions, as may be updated from time to time (the “Adyen Terms of Use”); and (b) Adyen’s Prohibited and Restricted Products and Services List located at https://www.adyen.com/legal/list-restricted-prohibited, as may be updated from time to time (the “Adyen Restricted List”). You agree that Plooto may share your User Data with Adyen for the performance of the Adyen Services. Please review Adyen’s Privacy Policy located at: https://www.adyen.com/policies-and-disclaimer/privacy-policy for details on the manner in which Adyen may collect, use, disclose and otherwise Handle your personal information.
    6. The Plooto Platform is integrated with Hypatos’ document processing and automation services (“Hypatos Services”). If you access or use the Hypatos Services, you agree to comply with any additional terms and conditions governing the Hypatos Services, as may be updated from time to time (the “Hypatos Terms of Use”). You agree that Plooto may share your User Data with Hypatos. Please review Hypatos’ Privacy Policy located at: https://www.hypatos.ai/privacy-policy for details on the manner in which Hypatos may collect, use, disclose and otherwise Handle your personal information.
    7. In addition to the Adyen Services and Hypatos Services, Plooto may use service providers, including our affiliates, in order to facilitate all or any portion of the services available through the Plooto Platform, including by way of example, a payment processor or website hosting company. You authorize Plooto to disclose to such service provider, subject to appropriate confidentiality and safeguarding arrangements, any information necessary to provide facilitate the provision of Plooto’s services.
    8. Your interactions with organizations and/or individuals found on or through the Plooto Platform, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by Applicable Law Plooto is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
  19. Malicious Code and Security

    The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Plooto Platform is compatible with your computer system or mobile device or that the Plooto Platform, or any links from the Plooto Platform, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Plooto Platform.

  20. Disclaimer & Release

    YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE PLOOTO PLATFORM AND PLOOTO’S OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLOOTO PLATFORM AND PLOOTO’S OFFERINGS WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND/OR THAT THE PLOOTO PLATFORM AND PLOOTO’S OFFERINGS ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE PLOOTO PLATFORM.

    IN THE EVENT THAT THERE IS AN INTERRUPTION OR DISRUPTION TO THE PLOOTO PLATFORM FOR WHATEVER REASON, EVEN IF PLOOTO HAS BEEN MADE AWARE OF AN ISSUE THAT COULD RESULT IN OR IS LIKELY TO RESULT IN AN INTERRUPTION OR DISRUPTION OF OR TO THE PLOOTO PLATFORM, PLOOTO WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY PURCHASE MADE BY YOU. AS SOON AS PLOOTO HAS IDENTIFIED THE CAUSE OF AN INTERRUPTION OR DISRUPTION, PLOOTO WILL USE REASONABLE EFFORTS TO RETURN THE PLOOTO PLATFORM S AS SOON AS REASONABLY POSSIBLE.

    IF YOU HAVE A DISPUTE, CLAIM, ACTION OR CONTROVERSY WITH ONE OR MORE PAYORS OR RECIPIENTS OR OTHER THIRD PARTIES, YOU HEREBY RELEASE THE PLOOTO PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE, CLAIM, ACTION, OR CONTROVERSY.

  21. Non-Reliance

    When provided by Plooto, estimated payment dates are for convenience only, and Plooto does not guarantee that a payment to a recipient or from a payor will be made within any specific time frame, and Plooto hereby disclaims all liability for any claims arising from, in connection with or relating to the receipt of a payment through the Plooto Platform by a recipient (including a Recipient) on or before any specific date. User hereby remises, releases and forever discharges Plooto and the Plooto Parties of and from any and all claims whatsoever which the User ever had, now has or may hereafter have, whether at common law, in equity, by statute or otherwise, whether now known or unknown, arising from, in connection with or in respect of the receipt of a payment through the Plooto Platform by a recipient (including the Recipient) on or before any specific date. It is your sole responsibility to ensure that payment to a recipient or from a payor is made as required by agreement, contract or law. You will be solely responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after their due date.

  22. Limitation of Liability

    IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH PLOOTO, THE “PLOOTO PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE PLOOTO SOLUTION OR THE INABILITY TO MAKE USE OF THE PLOOTO SOLUTION, OR THESE TERMS OF USE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLOOTO SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLOOTO SOLUTION.

    WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL ANY OF THE PLOOTO PARTIES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOUR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOUR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, PANDEMICS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

  23. Indemnification

    You will defend, indemnify and hold harmless the Plooto Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with: (a) Your User Data; (b) your breach of any provision of these Terms of Use or any documents referenced herein; (c) your violation of any law or the rights of a third party (including intellectual property rights); (d) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Plooto Platform; (e) your use of Third-Party Products; or (f) your use of the Plooto Platform. Plooto reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this section will survive any termination of your account, the Terms of Use or your access to the Plooto Platform.

  24. Term and Termination
    1. These Terms of Use will commence on the day you first use the Plooto Platform and will continue for as long as you use the Plooto Platform or until terminated in accordance with the provisions of these Terms of Use (the “Term”). At any time, Plooto may: (i) suspend or terminate your rights to access or use the Plooto Platform or your Plooto Account; or (ii) terminate these Terms of Use; in Plooto’s sole discretion, for any reason, including if Plooto in good faith believes that you have used the Plooto Platform in violation of these Terms of Use or have engaged in fraudulent activity.
    2. You may terminate these Terms of Use at any time and with immediate effect by ceasing use of the Plooto Platform. You may suspend or terminate your Plooto Account by emailing support@plooto.com. For greater certainty, if you continue to use any portion of the Plooto Platform after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use. In the event of termination, you are no longer authorized to access the benefits of the Plooto Platform. You may not close your Plooto Account to evade an investigation. Any Transfer Amounts processed prior to suspension or termination of your Plooto Account will be completed by the Plooto Platform. All scheduled Transfer Amounts for which you have not yet been debited at the time of suspension or termination of your Plooto Account will be considered cancelled.
    3. You will remain liable for all obligations related to your Plooto Account even after your Plooto Account is suspended or terminated, including any Fees, Transaction Fees or Transfer Amounts already due to Plooto. Subscription Fees are non-refundable in the event these Terms of Use are terminated or your Plooto Account is suspended or terminated during a Subscription Term for any reason.
  25. Geographic Restrictions

    Plooto makes no representation that the Plooto Platform is or will be available for use in Canada and the United States. We provide the Plooto Platform for use only by Users located in Canada and the United States (excluding Texas and New Hampshire). The Plooto Platform is not intended for use in any jurisdiction where its use is not permitted. If you access the site from outside Canada, Quebec, or the United States, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

  26. Status of the Parties

    By entering into these Terms of Use, you agree that Plooto is acting as a service provider exclusively for the purposes of: (i) receiving payments from payors for remittance to Recipients, whereby the receipt of funds by Plooto from such payor is the same as receipt of funds by you; and (ii) remitting payments from you to recipients whereby the transfer of funds by Plooto to recipient is the same as transfer of funds by you. Neither party to these Terms of Use is an employee, agent, servant, representative, partner, or joint venturer of the other. You do not have the right or ability to bind Plooto to any agreement with a third party or to incur any obligation or liability on behalf of Plooto without Plooto’s express written consent. Plooto is not a deposit-taking institution.

  27. General Provisions
    1. Choice of Law. Except as restricted by Applicable Law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein for claims that arise within Canada without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the Plooto Platform, notwithstanding your domicile, residency or physical location. Notwithstanding the foregoing, if you are using or accessing the services from the United States, this Agreement is governed by, and is to be interpreted, construed and enforced in accordance with, the laws of Delaware, excluding any rule or principle of conflicts of law that may provide otherwise. You will only use the Plooto Platform in jurisdictions where the Plooto Platform may lawfully be used. For claims that arise within Canada, you hereby consent to the exclusive jurisdiction and venue of courts in the city of Toronto in all disputes arising out of or relating to the use of the Plooto Platform. For claims that arise within the United States, you hereby consent to the exclusive jurisdiction and venue of courts in the city of Wilmington, Delaware. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
    2. Dispute Resolution. Except where prohibited by law, which may include the Province of Quebec, any controversy, claim or dispute arising out of, relating to, or in respect of this Agreement arising within Canada, including its negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with this Agreement (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered by under the rules of the ADR Institute of Canada, Inc.’s Arbitration Rules. Except where prohibited by law, any controversy, claim or dispute arising out of, relating to, or in respect of this Agreement arising within the United States including its negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with this Agreement (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered by under the Consumer or Commercial rules of the American Arbitration Association, as appropriate. If the parties have not agreed upon the arbitrator within 14 days, the ADR Institute of Canada, Inc., or the American Arbitration Association, as appropriate, shall appoint a single arbitrator. For disputes arising within Canada, the seat of the arbitration shall be the Province of Ontario. For disputes arising within the United States, the arbitration shall be heard in Wilmington, Delaware, unless the parties agree otherwise. All expenses for the conduct of the arbitration, including the arbitrator’s fees and administration costs, shall be shared equally between the parties. The arbitrator may award legal costs as appropriate. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial. All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by Section 27.(a) Choice of Law. Notwithstanding this provision, a party to this Agreement may take such steps as are permitted or required to enforce an award made by an arbitrator. The existence of the arbitration and any element of the arbitration, including any award, shall be confidential. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration other than to necessary litigation experts or advisors who shall themselves be bound to confidentiality. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS. You agree that you will not contest venue, and you waive any rights that you may have to initiate, participate in, transfer, or change the venue of any litigation, whether alone or on a class basis, arising from or related to this Agreement.
    3. Entire Agreement. These Terms of Use, including all terms and conditions incorporated by reference, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Plooto Platform. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    4. Survival. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 3 (Plooto Account), 9 (User Data and Privacy), 7 (Fees & Payments to Plooto for the Plooto Platform), 11 (Ownership of the Plooto Platform), 12 (Additional Terms), 16 (Confidentiality), 18 (Third Party Content, Websites or Services), 19 (Malicious Code and Security), 20 (Disclaimer), 22 (Limitation of Liability), 23 (Indemnification), and 27 (General Provisions).
    5. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
    6. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
    7. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
    8. Cumulative Remedies. Every remedy, right and benefit is cumulative and is in addition to every other remedy, right or benefit under these Terms of Use or that may exist by law.
    9. Headings. The headings contained in these Terms of Use have been inserted for convenience of reference only and shall in no way define, limit, or affect the scope and intent of this Agreement.
  28. Contact

    If you have any questions or comments regarding these Terms of Use, please contact us at support@plooto.com.