PivoHub’s
Terms & Conditions of Service

Last updated: November 10, 2020

AGREEMENT TO PIVOHUB’S TERMS OF SERVICE. By signing up for a PivoHub Account (as defined below) or by using any of its Services (as defined below), you (the “User”) are agreeing to be bound by the following terms and conditions (the “Terms of Service”). If you do not agree with these Terms of Service in their entirety, you are not authorized to use any of our Services and you should refrain from doing so.

In these Terms of Service, each of the expressions “we”, “us” and “PivoHub” means PivoHub Inc. (and its successors and assigns, as the case may be).

The services offered by PivoHub may include services to help merchants manage orders for the sale of their products to customers, and to help customers manage orders for the purchase of products from those merchants (“PivoHub Services”), services to help merchants process (through a third party provider) payments from customers for ordered products (“PivoHub Payment Services”), and other online services that may be offered by PivoHub from time to time (“Additional PivoHub Services”). Any such services offered by PivoHub are referred to in these Terms of Services as “Services”.

You can review the current version of these Terms of Service at any time at https://pivohub.com/terms-of-service.

PivoHub reserves the right to amend, change and supplement these Terms of Service by posting modifications and revised versions to the PivoHub website. You will be notified of such modifications and revisions by a screen pop-up. You are advised to immediately thereafter verify these Terms of Service. If you do not accept any such modifications, you must cease using the Services.

You must read and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including PivoHub’s Acceptable Use Policy (“AUP”) (SCHEDULE A) and Privacy Policy (SCHEDULE B), before you may sign up for a PivoHub Account or use any PivoHub Service. By using any of the Services, you are agreeing to these Terms of Service, including any modification made at any time after you initially sign up to your PivoHub Account.

1.            Account Creation

1.1           To access and use any PivoHub Services, you must first create a PivoHub account (an “Account”). We may reject your application for an Account or cancel your Account for any reason, in our sole discretion.

1.2           If you are creating the Account on behalf of your employer or as an officer or principal of a business, such employer or business is the “Client” (sometimes also referred to as “you”). You represent and confirm that you have the authority and are duly authorized to bind such employer or business.

1.3           If you are creating the Account on behalf of a corporation, a partnership or another legal entity (whether for initial Account set-up or an Employee Account as defined below), you represent and confirm that you have the authority and are duly authorized to bind such corporation, partnership or other legal entity.

1.4           If you are creating the Account on your personal behalf as a sole proprietorship (unincorporated business), you are the Client, and you must be the age of majority in the jurisdiction where you reside and from which you use the Services.

1.5           In all cases, the Services may not be procured for any personal, household or family purpose.

1.6           You must use your business-issued email address. You acknowledge and agree that PivoHub will use the email address you provide to open the Account (or as updated by you from time to time) as the primary method for communication with you.

2.            Account Activation

2.1           You must ensure that all information associated with your Account remains current, accurate and complete.

2.2           When you open an Account, you must indicate whether you will access the Services as a merchant or seller of products (a “Merchant”), a customer or buyer of products (a “Customer”) or both.

2.3           A PivoHub Profile can only be associated with one Client. A Client that is a Merchant may have multiple PivoHub Profiles. “Profile” means an online PivoHub profile associated with the Client’s Account.

2.4           You are responsible and liable for all acts, omissions and defaults arising from any use of your Account, regardless of whether the activities are undertaken by you, your personnel or an authorized or unauthorized third party. To the full extent permitted by law, PivoHub is not responsible for any unauthorized access or use of your Account. You must contact us immediately if you believe an unauthorized person may be using your Account or if your Account password is lost, stolen or otherwise compromised.

2.5           The Client can create one or more employee accounts (“Employee Accounts”) allowing duly authorized representatives of the Client to access the Client’s Account. With Employee Accounts, the Client can set permissions and let authorized representatives work in the Account, while determining the level of access by Employee Accounts to specific business information. The Client remains responsible and liable for the acts, omissions and defaults arising from the use of all of its Employee Accounts as if they were the Client’s own acts, omissions or defaults.

2.6           Technical support in respect of the Services is only provided to Client’s initial Account and each User of an Employee Account relating to such Client.

3.            PivoHub Services

3.1           PivoHub Services help Merchants manage orders for the sale of products to Customers, and help Customers manage orders for the purchase of products from Merchants. PivoHub itself does not: i) buy or sell any products; ii) deliver products; nor iii) take title to or control of any products. PivoHub is not a party to any agreement or transaction that may be formed between a Merchant and a Customer (whether or not formed using the PivoHub Services). PivoHub is not responsible or liable for and does not guarantee any obligation of a Merchant or a User to a Customer, nor any obligation of a Customer or a User to a Merchant. Without limiting the generality of the foregoing, PivoHub does not make any warranty regarding the availability, pricing, accuracy, quality or timely delivery of products that are ordered through the PivoHub Services.

3.2           Unless otherwise agreed between the relevant Customer and Merchant, all agreements for the purchase and sale of products between a Merchant and a Customer consist of (a) the terms specified in an order form generated by the Customer or by the Merchant using the Services and accepted by the other (the “Order Form”), and any other terms agreed to between the Merchant and the Customer in writing or otherwise applicable at law (“Additional Terms”). In the event of any inconsistency between a term of the Order Form and a term of the Additional Terms, the term in the Order Form will prevail, unless otherwise expressly provided in the Additional Terms. For greater certainty, PivoHub is not a party to the Order Form nor the Additional Terms, and PivoHub is not responsible or liable for and does not guarantee or warrant any obligation of a Merchant to a Customer or any obligation of a Customer to a Merchant, whether under the Order Form or the Additional Terms.

3.3           Any disputes between a Customer and a Merchant relating directly or indirectly to any purchase or sale of products or services, or any attempted or purported purchase or sale of products or services, must be resolved entirely between the Customer and the Merchant, and you hereby fully release PivoHub and its directors, officers, employees, affiliates, agents, contractors, suppliers and licensors (“PIVOHUB”) from any present or future claims regarding any such disputes.

4.            Merchants

4.1           It is your sole responsibility as a Merchant, as the case may be, to ensure that you fulfill the terms of each order you accept or process through the PivoHub Services.

4.2           Orders that you accept or process through the PivoHub Services are at your own risk. PIVOHUB is not responsible or liable for any failure of a Customer to complete the purchase or pay amounts which may become due based on the terms set out in the order or any other agreement between you and the Customer. PIVOHUB has no responsibility or liability for any act, omission or breach by a Customer.

4.3           In order to assist you to manage your orders, PivoHub Services give you the ability to create and maintain records about Customers who have not yet registered for a PivoHub Account. As a Merchant you represent and warrant that all information you provide about a Customer is current, accurate and complete, and that you have all necessary consent(s) from the Customer to collect, use and disclose such information.

4.4           Orders may be submitted to you by Customers using the PivoHub Services. In order to assist you to manage your orders, PivoHub Services also give you the ability to create an order within PivoHub Services on behalf of one of your Customers. You agree that you will not create an order in PivoHub Services on behalf of a Customer unless the order completely and accurately reflects an actual order otherwise placed with you by the Customer (such as, without limitation, by phone, text or email). You acknowledge that no order created by you is binding on a Customer unless it completely and accurately reflects an actual binding order otherwise placed with you by such Customer.

4.5           PivoHub Services provide the ability to amend an order submitted by the Customer or created by you on behalf of the Customer. You agree that you will not amend an order without the prior approval of the Customer to do so (such as, without limitation, by phone, text or email).

4.6           It is your sole responsibility to determine the fees and taxes (including, but not limited to, any applicable federal duties, excise tax, provincial sales tax, liquor tax or product and/or service tax) and other charges (collectively, “Sales Taxes”) that you are bound by law to collect and remit in respect of any sale of products or other transaction, to set out these Sales Taxes in the order, and to subsequently remit such Sales Taxes to the appropriate governmental agency or authority.

4.7           If you sell alcohol, PivoHub may prepopulate your Profile with information from the local governing alcohol commission or board (“Liquor Board”). PIVOHUB is not responsible for the accuracy or completeness of such information. It is your responsibility to check the details of an order, including price, before accepting an order, or creating or amending an order using PivoHub.

5.            Customers

5.1           It is your sole responsibility as a Customer, as the case may be, to ensure that you fulfill the terms of each order you place or process through any the PivoHub Services.

5.2           Orders that you place or process through the PivoHub Services are at your own risk. PIVOHUB is not responsible or liable for any failure of a Merchant to complete the sale and/or deliver the products in compliance with the terms set out in any agreement between you and the Merchant. PIVOHUB has no responsibility or liability for any act, omission or breach by a Merchant.

5.3           If there are any unauthorized charges on your credit card relating to an order placed through the PivoHub Services by you or by a Merchant on your behalf, then (a) you must advise us at support@pivohub.com and (b) your exclusive remedy is against the Merchant and you have no remedy against PIVOHUB, unless due to an intentionally wrongful act of PIVOHUB.

5.4           You acknowledge that information made available through the PivoHub Services does not constitute an offer, and that no order is binding on a Merchant until accepted by the Merchant in its sole discretion, and may be subject to variations in pricing or stock, depending on the Merchant’s current stock availability.

5.5           Orders may be submitted by you to Merchants using the PivoHub Services. To assist Merchants manage their orders, PivoHub Services give a Merchant the ability to create an order within PivoHub Services. These Terms of Service provide that the Merchant will not create an order on your behalf through the PivoHub Services unless such order completely and accurately reflects an order otherwise placed by you with such Merchant (such as, without limitation, by phone, text or email), but you acknowledge that PivoHub does not confirm that the order completely or accurately reflects an order otherwise placed by you with the Merchant. You agree that, if a Merchant creates an order that does not completely and accurately reflects an order otherwise placed by you with such Merchant, then (a) you must advise us at support@pivohub.com , and (b) your exclusive remedy is against the Merchant and you have no remedy against PIVOHUB.

5.6           PivoHub Services provide a Merchant the ability to amend an order submitted by you to such Merchant or created by the Merchant on your behalf. These Terms of Service provide that the Merchant will not amend one of your orders without your prior approval (such as, without limitation, by phone, text or email), but you acknowledge that PivoHub does not confirm that the Merchant has your approval. You agree that, if a Merchant amends an order without your approval, then (a) you must advise us at support@pivohub.com , and (b) your exclusive remedy is against the Merchant and you have no remedy against PIVOHUB.

5.7           If you have configured your Customer account to automatically pay your outstanding balance, you authorize PivoHub to charge your active payment method on behalf of the relevant Merchants following the settings configured in your Customer account.

6.            Liquor Sale and Purchase

6.1           If the products that you are selling or buying include alcohol, then you must have one or more valid liquor licenses (each, a “Liquor License”) issued by the competent Liquor Board. You may only use one Account for each Liquor License, but you may have more than one Liquor License in, or pertaining to, the same Account.

6.2           If any of your Liquor Licenses is at any time revoked, suspended or otherwise cancelled by the relevant Liquor Board, you must notify us immediately support@pivohub.com  of such revocation, suspension or cancellation and access to your Account and your ability to use the PivoHub Services in relation with alcohol restricted categories may be suspended or terminated, at our sole discretion.

6.3           All purchases and sales of alcohol are subject to (a) applicable laws, (b) applicable rules and regulations of the competent Liquor Board(s) in effect at the time of the purchase and sale, and (c) all applicable terms of any agreement between the Merchant and the Liquor Board(s) and/or between the Customer and the Liquor Board(s).

6.4           All deliveries of alcohol must be made to the address of the licensed establishment of the Customer.

7.            PivoHub Payment Services

7.1           If you are using PivoHub Payment Services, then the provisions of this section 7 apply to you.

7.2           We do not make any representation, warranty or guarantee about the time it will take for you to receive payment for any transaction.

7.3           We aim to payout the aggregate balance collected over a week on Friday. We do not make any warranty or guarantee that the payments will be received on that day.

7.4           Stripe Payments Canada, Ltd. and its affiliates (collectively “Stripe”) provide certain services to us and to you that support the PivoHub Payment Services (the “Stripe Services”). We use the Stripe Services to process order payments initiated by you, and to pay our Fees (defined below) and other amounts owing by you to us. We may use data about your Stripe Account (defined below), about your use of the Stripe Services, and about your transactions effected through the Stripe Services for the same purposes for which we are permitted to use other data collected by us in connection with the PivoHub Services, as provided in these Terms of Service or the PivoHub Privacy Policy.

7.5           You authorize us to use the Stripe Services and your Stripe Account to provide you with PivoHub Payment Services. You consent to PivoHub providing your relevant data to Stripe as necessary for the provision of the PivoHub Services, and you authorize Stripe to collect information from you, including information Stripe collects using cookies or other means. For more information regarding Stripe’s collection and use of data, see Stripe’s Privacy Policy at https://stripe.com/en-ca/privacy.

7.6           As part of the Account opening process, you opened a separate account with Stripe (“your Stripe Account”) and you agreed to the Stripe Connected Account Agreement and related obligations, as amended by Stripe from time to time (collectively “your Stripe Agreements”). You represent and warrant that all information you have provided or will provide to Stripe is current, accurate and complete. You hereby agree with us, and with Stripe, that you will perform all of your obligations under your Stripe Agreements. You agree not to use the Stripe Services in any manner that is fraudulent, unlawful, deceptive or abusive.

7.7           You understand and agree that you are responsible and liable to Stripe for all activity on your Stripe Account, whether initiated by you or not, including all transactions, disputes, refunds, reversals, claims, fines associated with such activity, and use of the Stripe Services in a manner prohibited under these Terms of Service or your Stripe Agreements.

7.8           You will take up the defense, indemnify and hold harmless PIVOHUB with respect to any suits or claims by Stripe or any third party (and any related costs, including legal fees) arising directly or indirectly out of any activity on your Stripe account, whether initiated by you or not (including all transactions, disputes, refunds, reversals, claims, fines associated with such activity, and use of the services in a manner prohibited under these terms of service or any of your stripe agreements), and without limitation including (a) any failure by you to pay any amount owing by you to Stripe in any way related to your Stripe account, or (b) any claim made against us by Stripe as a result of any inaccurate or incomplete information provided by you to Stripe (or provided by you to us, and which we provided to Stripe). If we make any payment to Stripe in relation to any such claim, then, without limiting any other remedies available to us, you authorize us to use any Authorized Payment Method (defined below) to collect a corresponding amount from you.

7.9           From time to time, PivoHub may change the service provider it uses to support the PivoHub Payment Services, or PivoHub may offer the option of using other service providers to support the PivoHub Payment Services, or PivoHub may elect to itself perform some or all of the services that were previously provided by the service provider. If PivoHub does so, then, in order to continue to use the PivoHub Payment Services, you may be required to agree to additional terms imposed by PivoHub or such other service provider. If you do not wish to accept those terms, then you must cease using the corresponding PivoHub Payment Services.

8.            Fees

8.1           Merchants pay fees. Customers do not pay fees. PivoHub’s standard fees for the PivoHub Services, for the PivoHub Payment Services, and for any Additional PivoHub Services attached in Schedule C and are also available at https://pivohub.com/terms-of-service#pivohub-fee-schedule (the “PivoHub Fees”). PivoHub may, in its sole discretion, change the PivoHub Fees to be effective (i) not less than 60 days following written notice to Client of such changes; and (ii) immediately, in the event of a change to PivoHub’s cost of delivery of Services as a result of (a) a change in any applicable law, regulation, or similar governmental action, (b) a ruling by a court of competent jurisdiction, or (c) change to PivoHub’s cost to process payments resulting from a transactional charge imposed by a third party. If you do not accept such changes, you must cease using the Services.

8.2           If you are a Merchant, then, for your use of the Services, you will pay PivoHub the standard fees unless otherwise agreed in a separate Enterprise Fees Schedule or similar document (the “Enterprise Fee Schedule”) agreed to between us. If you and we have agreed to an Enterprise Fee Schedule, then, for your use of the Services, you will pay PivoHub the fees specified in the Enterprise Fee Schedule, and we may change our fees on not less than sixty (60) days’ prior notice to you (unless otherwise expressly agreed in the Enterprise Fee Schedule). If you do not accept such changes, you must cease using the Services.

8.3           Whether or not specified on the PivoHub Fees or in an Enterprise Fee Schedule, (1) for all chargebacks, we will charge our then current chargeback fee, (2) for all other disputes between a Merchant and a Customer, we will charge our then current dispute fee, and (3) we reserve the right to impose a surcharge for the use of credit cards that are issued by American Express or by financial institutions that are not located in Canada.

8.4           Unless otherwise specified, PivoHub fees may include fees applicable to your subscription to the Service (“Subscription Fees”), fees relating to the value of sales made through your Profile (“Application Fees”), fees related to your use of PivoHub Payment Services (“Payment Services Fees”), and fees relating to your purchase or use of any Additional PivoHub Services (“Additional Fees”). Together, the Subscription Fees, the Application Fees, the Payment Services Fees, and the Additional Fees are referred to as the “Fees”.

8.5           Subscription Fees are payable monthly, in advance. Application Fees and Payment Services Fees are payable when the applicable Order is processed by Merchant within the Services.

8.6           You must keep a valid payment method on file with us to pay for all Fees, and the payment method must be acceptable to us in our sole discretion. PivoHub will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and PivoHub will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated and any and all outstanding Fees have been paid in full. If you use PivoHub Payment Services, then we are authorized to use the PivoHub Payment Services as an Authorized Payment Method (unless we otherwise agree in writing).

8.7           If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method three (3) days later. If the second attempt is not successful, we will make a final attempt three (3) days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your Profile during any period of suspension. If the outstanding Fees remain unpaid for sixty (60) days following the date of suspension, PivoHub reserves the right to terminate your Account.

8.8           All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, products and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

8.9           You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of PivoHub’s products and services. To the extent that PivoHub charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your 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 PivoHub of your exemption. If you are not charged Taxes by PivoHub, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

8.10        For the avoidance of doubt, all sums payable by you to PivoHub under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by PivoHub to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. PivoHub will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

8.11        You must maintain an accurate location in the administration menu of your PivoHub profile. If you change jurisdiction you must promptly update your location in the administration menu.

8.12        Unless otherwise indicated, all Fees and other charges are in Canadian dollars, and all payments shall be in Canadian currency. PivoHub does not provide refunds.

9.            Certain Client Obligations

9.1           You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your own customer’s jurisdiction, or the laws in force in the Province of Quebec, Canada. You will comply with all applicable laws, rules and regulations in your use of the Services, your performance of obligations under these Terms of Service, and your purchase or sale of any products. You represent, warrant and agree that you have and will have all licenses and permits from all applicable government authorities that are necessary or appropriate for your purchase or sale of products using the Services, and that you will keep all such licenses in good standing at all times while using Services.

9.2           You agree to comply with all of PivoHub’s policies, operating rules and procedures in effect now or that may be in effect in the future, and acknowledge that such policies, operating rules and procedures are incorporated by reference into these Terms of Service and that they may be updated by PivoHub from time to time, in which case you will be notified of such modifications and revisions by a screen pop-up.

9.3           You will not (a) make any of the Services available to, or use any Services for the benefit of, anyone other than Client, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any portion of any of the Services, or include any of the Services in a service bureau or outsourcing offering, (c) use any of the Services in breach of the Acceptable Use Policy (AUP), (d) interfere with or disrupt the integrity or performance of any of the Services or any third-party data, (e) attempt to gain unauthorized access to any of the Services or their related systems or networks, (f) copy any of the Services or any part, feature, function or User interface of any of the Services, (g) frame or mirror any part of any portion of any of the Services, other than framing on Client’s own intranets or otherwise for its own internal business purposes, (h) access or use any of the Services in order to build a competitive product or service or to benchmark with a third party product or service, or (i) reverse engineer any of the Services or any software used to provide any of the Services (to the extent such restriction is permitted by applicable laws).

9.4           You will not purchase search engine or other pay per click keywords, or domain names that use PivoHub or PivoHub trademarks and/or variations and misspellings thereof.

9.5           Google Maps is a third party service that may be used within the Services. Your use of Google Maps in the context of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps/Google Earth Additional Terms of Service and Google Privacy Policy as they may be amended by Google from time to time.

9.6           You acknowledge and agree that your use of the Services, including information transmitted to or profiled by PivoHub, is governed by PivoHub’s Privacy Policy at https://pivohub.com/terms-of-service#privacy-policy.

10.       Certain PivoHub Rights

10.1        We reserve the right to suspend or to terminate the Services at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

10.2        We reserve the right to refuse service to anyone for any reason at any time.

10.3        We may, but have no obligation to, remove Client Content and suspend or terminate Accounts if we determine in our sole discretion that the products or services offered via an Account or profile, or the Client Content uploaded or posted to a profile, violate our AUP or these Terms of Service.

10.4        Verbal or written abuse of any kind (including threats of abuse or retribution) of any PivoHub customer or of any PivoHub employee or officer will result in immediate Account termination.

10.5        PivoHub does not pre-screen Client Content but may in its sole discretion modify, refuse or remove any Client Content from the Services, including your profile.

10.6        We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment.

10.7        In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of the business license, of government issued photo IDs, of the last four digits of the credit card on file and the individual’s status as an employee of Client. PivoHub retains the right to determine, in its sole judgment, rightful Account ownership and transfer an Account to the rightful Client. If we are unable to reasonably determine the rightful Client, without prejudice to its other rights and remedies, PivoHub reserves the right to temporarily suspend an Account until resolution has been determined between the disputing parties.

11.       Confidentiality

11.1        “Confidential Information” will include, but will 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. Without limiting the foregoing, PivoHub’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public, including information related to our security program and practices.

11.2        Each party agrees to use the other party’s Confidential Information solely as necessary for performing its rights and obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this section 11. Each party agrees that it will 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 (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s rights and obligations hereunder, who each will 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 (b) 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 will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (i) was already readily and legally available to the general public, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (ii) 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 (iii) 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.

12.       Security

12.1        We endeavor to use reasonable security measures to protect against unauthorized access to your Account. We cannot, however, guarantee absolute security of your Account, your Client Content, or any information we collect, and we cannot promise that our security measures will prevent third party “hackers” from illegally accessing your Account, your Client Content, or any information we collect. You agree to immediately notify us at support@pivohub.com  of any unauthorized use of your Account or any other breach of security that comes to your attention or knowledge. You agree that you accept all risks of unauthorized access to your Account, your Client Content, or any information we collect and any other information you provide to PivoHub or others though the Services.

12.2        You are responsible for keeping your passwords secure. PIVOHUB cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and passwords. We recommend that you use a strong and unique password, that you protect that password, and that you change your password at regular intervals.

13.       Intellectual Property and Client Content

13.1        You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, profiled, displayed, distributed, transmitted or exhibited on or in connection with your Account or your Profile (“Client Content”). PIVOHUB does not have any liability or responsibility for any Client Content posted by you or on your behalf or by any other person, or for the truth or accuracy of any representation made in any Client Content posted by you or on your behalf or by any other person.

13.2        We do not claim any intellectual property rights over the Client Content you input or provide through the Services. All Client Content you upload remains yours. You can remove any PivoHub profile at any time by deleting your Account.

13.3        By uploading Client Content, you agree: (a) to allow other internet Users to view the Client Content you post publicly to your profile; (b) to allow PivoHub to profile, and in the case of Client Content you post publicly, display and use your Client Content; and (c) that PivoHub can, at any time, review and delete all the Client Content submitted to its Service, although PivoHub is not obligated to do so.

13.4        You are solely responsible for the compliance of your Client Content with any applicable laws or regulations.

13.5        PivoHub will have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your profile to promote the Service.

13.6        You grant us, our affiliates and our service providers a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple third parties) limited-term license to host, copy, transmit and display your data and your Client Content as necessary for PivoHub to provide the Services. You also grant us, our affiliates and our service providers a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple third parties) license to collect your data and other information relating to the provision, use and performance of the Services, in aggregate or other de-identified or anonymized forms, and to analyze and use such aggregated, de-identified or anonymized data and other information to improve and enhance the Services and for other PivoHub offerings and other PivoHub business purposes.

As between you and us, we own and reserve all right, title and interest in and to the Services. You may not use the names, trademarks, logos and graphics files that represent the Services without our written permission. The Services contain copyrighted material, trade secrets and other proprietary material.

14.       Service Interruptions

Your access to and use of any Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions. In addition, PivoHub is entitled to suspend access to any portion or all of the Services at any time (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any service or product, (b) in the event of a denial of service attack or other attack on any portion of the Services or other event that PivoHub determines, in its sole discretion, may create a risk to the applicable PivoHub service or product, to you or to any of our other users if such Services were not suspended; or (c) if PivoHub determines that any PivoHub service or product is prohibited by law or otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons.

15.       Beta Services

From time to time, PivoHub may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development, in pre-production and not yet available to all users (“Beta Services”). Beta Services may be subject to additional terms and conditions which PivoHub would provide prior to your use of the Beta Services. Such Beta Services and all associated materials will be considered PivoHub Confidential Information and subject to the confidentiality provisions in these Terms of Service. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in any such Beta Services without PivoHub’s prior written consent. PivoHub makes no representations or warranties that any of the Beta Services will function. PivoHub may discontinue any portion of any Beta Services at any time in its sole discretion. PIVOHUB will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. PivoHub may change or not release a final or commercial version of a Beta Service in its sole discretion.

16.       Third Party Services

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that PIVOHUB is not responsible or liable for the content, accuracy, legality or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their owners or operators. You further acknowledge and agree that PIVOHUB will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

17.       Related Software

17.1        If PivoHub provides any software to Client to support Client’s use of the Services, then PivoHub grants to Client a worldwide, non-exclusive, non-transferable, royalty-free license to copy, use and run (as applicable) the software, but solely for Client’s internal business purposes associated with Client’s use of the Services. You must stop using such software if you or we terminate your Account and these Terms of Service or if we suspend your right to access your Account or use any relevant portion of the Services and then you shall have the obligation to promptly uninstall and delete such software.

17.2        Your use of such software is at your sole risk. PivoHub does not make any warranty of any kind, whether express, implied, statutory or otherwise, and PivoHub specifically and expressly disclaims all statutory or implied warranties or conditions, including any statutory or implied warranty or condition of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. If provided, the software is provided “as is” and “as available”, exclusive of any warranty whatsoever. PivoHub does not warrant that (a) such software will operate error free or without interruption or delay, or that errors can or will be corrected, (b) such software will meet all of your expectations or your requirements, (c) such software will be secure or free from hacking or viruses, (d) the results that may be obtained from the use of such software will be accurate or reliable, or (e) that such software will satisfy regulatory requirements applicable to you.

18.       Prohibited Content

PivoHub supports and respects the intellectual property rights of others and is committed to helping third parties protect their rights. If we reasonably believe that any of your Client Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of these Terms of Service, including without limitation the AUP (the “Prohibited Client Content”), we may by notice request that such Prohibited Client Content be removed from your Account or access to it be disabled. If you do not remove or disable access to the Prohibited Client Content within two (2) business days following our notice, we may remove or disable access to the Prohibited Client Content or suspend partial or complete access to your Account, and/or your partial or complete use of the Services to the extent that we are not able to remove or disable access to the Prohibited Client Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Client Content without prior notice in connection with illegal content pursuant to the Copyright Act (Canada) or the Digital Millennium Copyright Act (U.S.), where we have reason to believe the content may disrupt or threaten the Services, or as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that we remove Client Content without prior notice, we will use commercially reasonable efforts to provide notice to you unless prohibited by law.

19.       Limitations of Warranty and Liability

19.1           PivoHub does not make any representations regarding the benefits or results that Client, User or any third party shall receive from the Services. Except as expressly set forth herein or in any addendum, the Services are delivered "as is" at the sole risk of Client, User and of any third party. PivoHub does not make any other warranty, express or implied, with respect to the Services. PivoHub specifically disclaims any implied warranty of merchantability, uninterrupted or error-free performance, title or fitness for a particular purpose.

19.2           You agree, moreover, that in the event that the preceding paragraph were found to be unenforceable or inapplicable, PIVOHUB’s maximum liability to you is nonetheless capped to the lower of:

A)    the fees paid by Client to PivoHub (excluding any Client transaction amounts processed by or through PivoHub’s Services and fees paid by PivoHub to process order payments) in the six (6) month period immediately preceding the date the liability arose, or

B)    the sum of 10 000 $.

19.3           You will take up the defense, indemnify and hold harmless PIVOHUB from any claim made by any third party, including any User of the Services, together with any amounts payable to a third party or User whether in settlement or as may otherwise be awarded, and reasonable legal costs incurred by PIVOHUB, arising from or relating to your use of the Services, any alleged violation by you of the Agreement, and any alleged violation by you of any applicable law or regulation. We reserve the right to assume the exclusive defense and control of any matter subject to full indemnification by you, and doing so will not excuse your indemnity obligations.

19.4           To the maximum extent permitted by law, PIVOHUB shall not be liable to Client, to User or to any third party for any damage, loss, cost, or expense incurred in any way whatsoever in connection with the use of the Services or any information or data input into PivoHub’s technology or Services, including any harm (“préjudice”) resulting from any technical malfunction, inputting errors, computer error, corruption or loss of data, or other damage.

19.5           Except for any liabilities arising out of the infringement of PivoHub’s intellectual property relating to its Technology Solution, in no event shall either Party be liable to one another for any indirect, consequential, special, incidental or punitive damages, even if advised of the possibility of such damages or if such damages are foreseeable.

20.       Termination

20.1           You may terminate your Account and these Terms of Service at any time by contacting PivoHub Support and then following the specific instructions indicated to you in PivoHub’s response. All amounts owing by you to PivoHub must be paid no later than the effective date of termination.

20.2           We may terminate your Account and these Terms of Service for any reason or no reason, in our sole discretion, on ninety (90) days prior written notice to you.

20.3           We may terminate your Account and these Terms of Service or suspend your right to access your Account or use any portion of the Services immediately with or without notice to you if we, in our sole discretion, determine that your use of or registration for the Services:

1)                        poses a security risk to any of the Services or to any third party,

2)                        may adversely impact any of the Services or the systems or the content of any other PivoHub customer,

3)                        may subject PIVOHUB or any third party to liability, or

4)                        may be fraudulent;

5)                        you are in breach of these Terms of Service, including the AUP;

6)                        you have a history of creating or processing orders that do not comply with these Terms of Service;

7)                        your Liquor License has been suspended or revoked; or

8)                        you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

20.4           Upon termination of the Services by either party for any reason, and on any suspension of the Services by us for any reason:

1)                        PivoHub will cease providing you with the Services and you will no longer be able to access your Account;

2)                        unless otherwise provided in these Terms of Service, you will not be entitled to any refund of any Fees, pro rata or otherwise;

3)                        any outstanding balance owed to PivoHub for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

4)                        your profile will be taken offline.

20.5           Subject to Section 19, termination of these Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

20.6           Sections 2.4, 3.3, 4.6 and 4.7, 5.3, 6.3, 7.7 and 7.8, 8.9, 9, 10, 11, 12, 13, 16, 17.2, 18, 19, 20.4 to 20.6, 21 and 22 will survive the termination or expiration of these Terms of Service.

21.            Feedback and Reviews

While PivoHub welcomes ideas and suggestions regarding the Services, under no circumstances shall any idea, suggestion or related material or any review of the PivoHub Services (collectively, “Feedback”) communicated to PivoHub be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to PivoHub (whether submitted directly to PivoHub or posted on any PivoHub hosted forum or page), you waive any and all rights in the Feedback and agree that PivoHub is free to implement and use any portion of any Feedback as PivoHub may see fit, as provided by you or as modified by PivoHub, without obtaining permission or license from you or from any third party. Any reviews of Services that you submit to PivoHub must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, objectionable, in violation of any privacy right or infringing or misappropriating intellectual property rights. PivoHub reserves the right (but not the obligation) to remove or edit Feedback. You acknowledge that PivoHub does not regularly inspect posted Feedback.

22.            General

22.1           Unless specifically agreed in writing otherwise, these Terms of Service, including the attached Schedules and the documents incorporated by reference, constitute the entire agreement between you and PivoHub and govern your use of the PivoHub Services and your Account, superseding any prior agreements between you and PivoHub (including, but not limited to, any prior versions of these Terms of Service).

22.2           By using the Services, you acknowledge and agree that PivoHub’s collection, usage and disclosure of personal information is governed by our Privacy Policy (Schedule B), as amended from time to time. If and when you provide us with any personal information of any individual, you represent and warrant to us that you have obtained all consents necessary for your disclosure of that personal information to us, and for our collection, use and disclosure of such personal information in accordance with these Terms of Service and our Privacy Policy, each as amended from time to time.

22.3           You acknowledge and agree that PivoHub may modify and revise these Terms of Service at any time by posting the relevant modified and restated Terms of Service on PivoHub’s website, available at https://pivohub.com/terms-of-service. You will be notified of such changes by a screen pop-up. Unless provided otherwise, such amendments are effective as of the date of posting. If you do not accept any such modifications, you must cease using the Services. Your continued use of the Services after the amended Terms of Service are posted to PivoHub’s website constitutes your agreement to, and acceptance of, the amended Terms of Service.

22.4           All the terms and provisions of these Terms of Service will be binding upon and inure to the benefit of the parties to these Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. PivoHub will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer these Terms of Service, or any of your rights or obligations hereunder, to any third party without PivoHub’s prior written consent, which may be given or withheld in PivoHub’s sole discretion.

22.5           The failure of PivoHub to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.

22.6           If any provision, or any portion of a provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of these Terms of Service, and these Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within these Terms of Service.

22.7           PIVOHUB will not be liable for any delay or failure to perform any obligation under these Terms of Service where the delay or failure results from any cause beyond its reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, denial of service attacks, earthquakes, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.

22.8           The term “including” and similar terms will mean “including without limitation”.

22.9           These Terms of Service do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms of Service.

22.10        These Terms of Service will be governed by and interpreted in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable in the Province of Quebec, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Quebec, in the judicial district of Montréal, with respect to any dispute or claim arising out of or in connection with these Terms of Service.

22.11       These Terms of Service are in English at the request of all parties. Les parties aux présentes ont expressément convenu que la présente entente soit rédigée en anglais.

SCHEDULE A
Acceptable Use Policy

PivoHub is a commerce platform that provides the tools and technology for merchants to set up an online store and sell products and services on their own website, marketplaces and more. While we believe the free and open exchange of ideas and products is a key tenet of commerce, there are some activities that are incompatible with PivoHub’s mission to make commerce better for everyone. This Acceptable Use Policy (“AUP”) describes activities that are prohibited in connection with your use of the Services.

Any capitalized terms used in this AUP are defined at the bottom of this page.

The following activities are prohibited:

  1. Child exploitation: You may not offer goods or services, or post or upload Materials that exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.
  2. Harassment, bullying, defamation and threats: You may not offer goods or services, or post or upload Materials, that harass, bully, defame or threaten a specific individual, or make comments of an obscene, derogatory or offensive manner or otherwise use the Services in a way that brings PivoHub or any third party into disrepute or causes PivoHub to be liable to any third party.
  3. Hateful content: You may not use the Services to promote or condone hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status or other forms of discriminatory intolerance. You may not use the Services to promote or support organizations, platforms or people that: (i) promote or condone such hate; or (ii) threaten or condone violence to further a cause.
  4. Illegal activities: You may not offer goods or services, or post or upload Materials, or otherwise use the Services for any purposes that contravene or that facilitate or promote activities that contravene, the laws of the jurisdictions in which you operate or do business, or that are prohibited by the PivoHub Terms of Service.
  5. Intellectual property: You may not offer goods or services, or post or upload Materials, that infringe on the copyright or trademarks of others. You may not reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Services except as permitted by us under the PivoHub Terms of Service or as expressly provided under applicable law. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Services.
  6. Malicious and deceptive practices: You may not use the Services to transmit malware or other similar harmful software code or host phishing pages. You may not perform activities or upload or distribute Materials that harm or disrupt the operation of the Services or other infrastructure of PivoHub or others, including PivoHub’s third party providers. You may not use the Services for deceptive commercial practices or any other illegal or deceptive activities.
  7. Personal, confidential, and protected information: You may not post or upload any Materials that contain personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent.
  8. Restricted Items: You may not offer goods or services that are, or appear to be, Restricted Items.
  9. Self-harm: You may not offer goods or services, or post or upload Materials, that promote self-harm.
  10. Spam: You may not use the Services to transmit commercial electronic messages in violation of any applicable laws.
  11. Terrorist organizations: You may not offer goods or services, or post or upload Materials, that imply or promote support or funding of, or membership in, a terrorist organization.

We may, at any time and without notice, remove any Materials, and suspend or terminate your Account or your access to the Services if you engage in activities that violate the letter or spirit of this AUP, including activities outside of your use of the Services.

PivoHub has the right, but not the obligation, to monitor or investigate any Materials and your use of the Services at any time for compliance with this AUP and the PivoHub Terms of Service, or any other agreement between you and PivoHub governing your use of the Services (collectively, the “Terms”). Our determination of whether a violation of this AUP has occurred will be final and binding, and any action taken with respect to enforcing this AUP, including taking no action at all, will be at our sole discretion.

PivoHub may modify this AUP, including the list of Restricted Items, at any time by posting a revised version at https://pivohub.com/terms-of-service#acceptable-use-policy. By continuing to use the Services or access your Account after a revised version of the AUP has been posted, you agree to comply with the latest version of the AUP. In the event of a conflict between the AUP and the Terms, this AUP will take precedence, but only to the extent required to resolve such conflict. Capitalized terms used but not defined in this AUP shall have the meanings set forth in the Terms.

If you feel that a User of the Services has violated this AUP, please contact us at support@pivohub.com.

Definitions

“Materials” means all material, including without limitation any photo, image, video, graphic, written content, audio file, design element, formatting, software, information, data or other content uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account or otherwise as a result of your interaction with our Services.

“Restricted Items” means:

  • Firearms
  • Parts
  • Drug Paraphernalia

Services” has the meaning set out in the PivoHub Terms of Service.

SCHEDULE B
Privacy Policy

Last updated: November 11th, 2020

Introduction

In our mission to make commerce better for everyone on PivoHub, we collect and use information about you, our

This introductory section applies to all of our merchants, customers and visitors, and is followed by sections that set out additional policies that specifically apply to each of these PivoHub constituencies, respectively.

Your privacy is important to us. This Privacy Policy is intended to help you understand how we collect, use, and share your personal information. If we change our privacy practices, we may update this Privacy Policy. Any changes we make will become effective when we post a modified version of the Privacy Policy on our Website. If the changes we make are significant, we will provide a more prominent notice when required by applicable laws. (for example, through the PivoHub admin or by email). By continuing to use our services after the modified version of the Privacy Policy has been posted or you have been informed of such update, you are accepting the changes to the Privacy Policy. If you do not agree to the changes in our Privacy Policy, it is your responsibility to stop using our services. The “Last updated” date at the top of the Privacy Policy indicates when it was last updated.

Our values

Trust is the foundation of the PivoHub platform and includes trusting us to do the right thing with your information. Three main values guide us as we develop our products and services. These values should help you better understand how we think about your personal information and privacy.

Your information belongs to you
We carefully analyze what types of information we need to provide our services, and we limit the collection of personal information to what is reasonably required to fulfill the purposes for which it was collected. Where possible, we delete or anonymize this information when we no longer need it. When building and improving our products, our engineers work closely with our privacy and security teams to build with privacy in mind. In all of this work our guiding principle is that your information belongs to you, and we aim to only use your information as necessary.

We protect your information from others
We do not share your personal information with third parties unless you have given us your consent, or we are legally permitted or required to share such information. When we are legally required to share your personal information, we will tell you in advance, unless we are legally forbidden.

How we Manage Consent

When you sign up with PivoHub, interact with our websites or apps, use our services or submit information to us in connection with using our services, you are providing your consent to the collection, use and disclosure of personal information as set out in this Privacy Policy. In some cases, your consent may be “implied” i.e. your permission is assumed based on your action or inaction at the point of collection, use or sharing of your personal information.

We will generally obtain consent when we want to use personal information for a new purpose or for a purpose other than those stated at the time of collection in this Privacy Policy or in the terms and conditions of a specific program, service, or promotion you signed up for, participated in or purchased. Your consent can be withdrawn at any time, except in limited circumstances, including legal or regulatory requirements or as a result of your contractual obligations with us. For information on how to manage your privacy preferences, please see the sections entitled “Your rights over your information”.

If you choose not to provide us with certain personal information or if you withdraw your consent, where such withdrawal is available, we may not be able to offer you the programs, services, promotions or information that you requested or that could be offered to you.

How we use your information

We may use your personal information for the following purposes:

Providing products and services, including:

  • Processing your transactions;
  • Verifying your identity;
  • Determining your eligibility for a service;
  • Helping merchants manage orders;
  • Responding to your inquiries;
  • Taking or verifying instructions from you;
  • Creating, administering, and maintaining your accounts;
  • Fulfilling your requests, inquiries, and purchases.

Managing our operations, including:

  • Notifying you of changes to your account or our services, terms, conditions or policies and to provide you administrative messages, updates, legal notices, technical notices or security alerts;
  • Deploying and managing our information technology applications and systems, including managing our website;
  • Managing and facilitating the use of our website, which may include using cookies and other similar technology;
  • Maintaining the security of the public, our Users and our employees;
  • Protecting ourselves and third parties from errors and fraud;
  • Monitoring and investigating incidents and managing claims;
  • Maintaining our services; and
  • Meeting our contractual, legal and regulatory obligations.

Advertising, including:

  • By sending marketing communications to you by email, telephone, SMS, or direct mail;
  • By delivering online advertisements relevant for you; and
  • By customizing the content you see on our website.

    If you no longer wish to receive commercial electronic messages, please let us know by following the unsubscribe directions provided in every commercial electronic message. For more information on managing your marketing preferences, please see “Your rights over your information”.

Conducting research and data analytics for various purposes, including:

  • Improving or developing new services;
  • Managing and developing our operations;
  • Understanding User needs, preferences and behaviour, and customizing how we tailor services to our Users based on their interests;
  • Measuring the effectiveness of our marketing; and
  • Understanding how visitors interact with our Website and ensuring it works correctly.

When possible, we will use your information in an aggregated and/or de-identified format.

One of the ways in which we are able to help merchants using PivoHub is by using techniques like “machine learning” (European law refers to this as “automated decision-making”) to help us improve our services. When we use machine learning, we either: (1) still have a human being involved in the process (and so are not fully automated); or (2) use machine learning in ways that don’t have significant privacy implications (for example, reordering how apps might appear when you visit the app profile).

When and why we share your information with others

We work with a variety of companies to help us provide you with a range of services to help you support your business. We sometimes share your personal information with these companies to help us provide you with PivoHub services.

We may also share your personal information with third parties in the following circumstances:

  • to prevent or investigate suspected fraud, threats to physical safety, illegal activity, or violations of a contract (like our Terms of Service) or our policies (like our Acceptable Use Policy);
  • to help us conduct marketing and advertising;
  • where a PivoHub merchant who is accountable for your personal information instructs us to share such information on their behalf;
  • to comply with legal requirements, or to respond to court orders, or other similar government demands;
  • in connection with a sale or transfer of business or assets, an amalgamation, reorganization or financing of parts of our business (including the proceedings of insolvency or bankruptcy). In the event the transaction is completed, your personal information will remain protected by applicable privacy laws. In the event the transaction is not completed, we will require the other party not to use or disclose your personal information in any manner whatsoever and to completely delete such information, in compliance with applicable laws;
  • as otherwise permitted or required by law;
  • with your implied or express consent, in accordance with applicable laws.

Third Parties

Third parties whose products or services are accessible through PivoHub, such as through hyperlinks or advertisements, may use tracking methods including but not limited to cookies to achieve their own business goals and purposes by relating and combining information about your usage of PivoHub with other personal information they may have collected on you. We do not collect, use or disclose such information, which is subject to the privacy policies of the third party. We encourage you to review the privacy policies of such third parties as well.

Your rights over your information

You may have the right to access and rectify the personal information we hold about you under the law applicable in the jurisdiction where you reside. In this case, upon request, we will provide you with access to your personal information within a reasonable timeframe, in compliance with applicable laws. It is your responsibility to provide accurate, correct and complete information. We will not charge you more or provide you with a different level of service if you exercise any of these rights.

Please note that if you send us a request relating to your personal information, we have to make sure that it is you before we can respond. In order to do so, we may ask to see documentation verifying your identity, which we will discard after verification.

If you would like to designate an authorized agent to exercise your rights for you, please email us from the email address we have on file for you. If you email us from a different email address, we cannot determine if the request is coming from you and will not be able to accommodate your request. In your email, please include the name and email address of your authorized agent.

If you are not happy with our response to a request, you can contact us to resolve the issue.

You may opt-out of receiving email or other electronic marketing communications, by clicking “unsubscribe” within any marketing email you receive or by using other unsubscribe mechanisms that we provide in relation to other forms of electronic communication we use.

Please note that even if you have opted out of receiving marketing communications from us, we may still contact you for transactional purposes, in compliance with applicable laws (e.g., for customer service, program information, or service or reminder notices). We may also need to contact you with questions or information regarding your customer service inquiries. In addition, please note that it may take some time for all of our records to reflect changes in your preferences (e.g., your preference may not be captured for a promotional campaign already in progress).

Some browsers support the sending of “Do Not Track” signals to websites. Please note that because there is no common understanding about what a “Do Not Track” signal is supposed to mean, we don’t respond to those signals in any particular way.

Finally, we do not and will not “sell” your personal information.

Where we store and process your information

We are a Canadian company, but to operate our business, we may store and process personal information within Canada, the United States or elsewhere. Some of our service providers may also access, process or store your personal information outside of Canada. We use reasonable safeguards to ensure that our service providers protect your personal information wherever it is used or stored.

When your personal information is used or stored in a jurisdiction other than where you are residing, it may be subject to the law of that foreign jurisdiction, including any law permitting or requiring disclosure of the information to the government, government agencies, courts and law enforcement in that jurisdiction. If you would like more information about where your information might be sent, please contact us.

How we protect your personal information

We employ organizational, physical and technological measures to protect and safeguard personal information against loss or theft, as well as unauthorized access, disclosure, copying, use or modification, in light of, among other things, the sensitivity of the information and the purposes for which it is to be used. These safeguards also apply when we dispose of or destroy your personal information. We also have independent auditors assess the security of our data storage and systems that process financial information.

However, no method of transmission over the Internet, and method of electronic storage, can be 100% secure. This means we cannot absolutely guarantee the security of your personal information.

How long we keep your personal information

We will store your personal information for as long as necessary to fulfill the purposes for which it was collected, except where otherwise required or permitted by law. Once no longer required, your personal information will be securely destroyed or anonymized (so the information no longer identifies you).

How to request deletion of your personal information

To request us to delete your personal data, email us at privacy@pivohub.com.

How we use “cookies” and other tracking technologies

We use cookies and similar tracking technologies on our website and when providing our services.

A cookie is a file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server. This enables the web server to identify and track the web browser.

We use both "session" cookies and "persistent" cookies on the website. Session cookies will be deleted from your computer when you close your browser. Persistent cookies will remain stored on your computer until deleted or until they reach a specified expiration date.

We use session cookies to:

  • keep track of you while you navigate our website; and
  • prevent fraud and increase our website security.

We use persistent cookies to:

  • enable our website to recognize you when you visit it;
  • keep track of your preferences in relation to your use of our website; and
  • keep track of the marketing performance of our services.

We use Google Analytics to analyze the performance of our website. Google Analytics generates statistical and other information about website use by means of cookies that are stored on users' computers. The information generated relating to our website is used to create reports about how our website is used. Google will store this information. Google's privacy policy is available at https://www.google.com/privacypolicy.html.

Children

We do not knowingly request or collect personal information from children under 13 years of age without prior verifiable consent of his or her parent or legal guardian and complying with any other legal requirements. If we become aware that we have unknowingly collected personal information about a child without verifiable parental or legal guardian consent, we will delete this information from our records or take reasonable available steps to de-identify the information.

How you can reach us

If you would like to ask about, make a request relating to, or complain about how we process your personal information, you can contact us by email at privacy@pivohub.com, or at one of the addresses below.

PivoHub Inc.
ATTN: Chief Privacy Officer
PivoHub
1111 rue Saint-Urbain, #211
Montréal, QC H2Z 1Y6
Canada

Privacy Policy - Merchants

Introduction

If you are a merchant using PivoHub to power your business, we collect and use your personal information to provide you with the use of our platform and its services, and generally to help you better manage your business and your relationship with your customers. Additionally, please review our overall privacy policy that applies to everyone whose information we process.

What information we collect about you and why

We collect personal information when you sign up for PivoHub, when you use our platform, or when you otherwise provide us information. We may also use third party service providers to help us review accounts for fraud or other concerns. In general we need this information for you to be able to use our platform.

What we collect and how we use it

Information you provide us about you and your business, like your name, company name, address, email address, and phone number:

●      To provide you with the use of our platform and other related services (e.g., to confirm your identity, to contact you about issues with the platform, to invoice you)

●      To advertise and market products or features to you

●      To comply with legal requirements

Payment information you provide us, such as your credit or debit card number or your bank account number. Note that this information is technically collected by Stripe, our payment processing partner.

●      To charge for our services

●      To provide PivoHub Payment Processing Services

Information about how you access PivoHub, your account, and our platform, including information about the device and browser you use, your network connection, your IP address, and details about how you browse our websites and platform. We collect some of this information by using “cookies” or other similar technologies directly from your device.

●      To provide you use of, and to improve, our platform and other related services (e.g., identifying ways to make our platform easier to use or navigate)

●      To personalize the platform for you (e.g., by showing you apps in our app profile that we believe may be useful to you)

●      To advertise and market products or features to you

If you use PivoHub Payment Processing Services, PivoHub or Stripe, our payment processing partner, may collect more specific information you provide us about your business, including your business address, business type, business ID number, bank account information, date of birth (if you are an individual business owner), and in some circumstances, government-issued identification (such as your Social Security Number, Social Information Number, Employer Identification Number, or Tax Identification Number).

●      To create and manage your PivoHub Payments account

●      To provide you with the PivoHub Payments services

●      To conduct fraud and risk monitoring

●      To comply with legal requirements (such as “know your customer”, anti-money laundering, or anti-terrorism laws)

●      To provide tax documentation

Copies of government-issued and/or a picture of yourself holding your identification that you provide us.

●      If we need to verify your identity (e.g., to protect you against identity theft or fraud)

●      To verify that we are speaking with you if you contact us

●      To help us determine or verify account ownership

●      To comply with legal requirements

We also work with companies that provide us with information about merchants or prospective merchants (for example, to protect against fraud or if we’re sponsoring an event).

Your rights over your information

You can access and correct a lot of your personal information directly through the PivoHub admin. For information you are not able to access or correct directly within the PivoHub admin, or to ask for the deletion of your personal information, please email us at privacy@pivohub.com.

Because we need your personal information to provide PivoHub services, we generally keep your personal information while you use PivoHub products or services. We then retain your information before we begin our process to anonymize your personal information. We don’t do this immediately in case you reactivate your account, or if there is a legal complaint or audit relating to your business. Your information will be automatically erased a short time after closing your profile. If you have questions about this process, please contact our Support team. Please keep in mind that after we anonymize your personal information, we may continue to use non-identifiable information to improve our services.

Your customers’ information

In order to power your business, we collect and use personal information about your customers. We will never share your customers’ information with other PivoHub Clients. We may use your customer’s personal information to promote visibility and use of PivoHub to benefit your experience of PivoHub Services. We also do not and will not “sell” your customers’ information.

Privacy Policy - Customers

Introduction

PivoHub provides software used by our merchants to run their businesses. If you have visited or made a purchase from the PivoHub marketplace or a PivoHub widget, we collect and use information about you.

What information we collect about you and why

What we collect and how we use it

Information you provide about yourself like your name, billing address, shipping address, email address, phone number, and payment information.

●      To provide merchants with our services, and enable them to operate their business—e.g., to allow them to complete a transaction, screen orders for fraud and risk, fulfill orders, and contact you with new products or offers

●      To advertise and market merchant products or PivoHub features to you
●      To comply with legal requirements

Information about how you access PivoHub, your account, and our platform, including information about the device and browser you use, your network connection, your IP address, and details about how you browse our websites and platform. We collect some of this information by using “cookies” or other similar technologies directly from your device.

●      To provide merchants with our services, and enable them to operate their business (e.g., to provide them with analytics about how many people visit their profile, and to help them troubleshoot and improve their profile or product visibility)

Your rights over your information

We believe that you should be able to access and control your own personal information no matter where you live. You can access and correct a lot of your personal information directly through the PivoHub admin. For information you are not able to access or correct directly within the PivoHub admin, or to ask for the deletion of your personal information, please email us at privacy@pivohub.com.

Because we need your personal information to provide PivoHub services, we generally keep your personal information while you use PivoHub products or services. We then retain your information before we begin our process to anonymize your personal information. We don’t do this immediately in case you reactivate your account, or if there is a legal complaint or audit relating to your business. Your information will be automatically erased a short time after closing your profile. If you have questions about this process, please contact our Support team. Please keep in mind that after we anonymize your personal information, we may continue to use non-identifiable information to improve our services.

Privacy Policy - Visitors

Introduction

If you visit one of PivoHub’s websites or contact PivoHub support, we generally use your personal information to provide you with the specific service you are using. Additionally, please review our overall privacy policy that applies to everyone whose information we process.

What information we collect about you and why

We collect the following personal information about you when you visit one of our websites or contact PivoHub support:

What we collect and how we use it

Information about you that you provide us about yourself, like your name, address, email address, and phone number.

●      To provide merchants with our services, and enable them to operate their business—e.g., to allow them to complete a transaction, screen orders for fraud and risk, fulfill orders, and contact you with new products or offers

●      To advertise and market merchant products or PivoHub features to you

Payment information you provide us, such as your payment card number or bank account number.

●      To enable you to make a payment

Information about how you access PivoHub, your account, and our platform, including information about the device and browser you use, your network connection, your IP address, and details about how you browse our websites and platform. We collect some of this information by using “cookies” or other similar technologies directly from your device.

●      To provide you use of, and to improve, our websites and related services (e.g., identifying ways to make our platform easier to use or navigate)

●      To personalize your experience using our websites (e.g., by changing the layout of our webpages)

●      To advertise and market products or features to you

Copies of your government-issued identification.

●      To verify that we are speaking with you if you contact us

●      To comply with other legal requirements

Your rights over your information

We believe that you should have the right to access and control your own personal information, no matter where you live. Please email us at privacy@pivohub.com if you would like to access, to request correction, or to ask for the deletion of your personal information. Please keep in mind that after we anonymize your information, we will continue to use non-identifiable information to improve our services.

SCHEDULE C
PivoHub Fee Schedule

Last updated: November 10th 2020

1.    Application Fees

1.1    Merchant Application Fees.

PivoHub will charge a fee equal to the percentage of Order Form value, totalling 2.5% on all orders managed on the PivoHub platform, whether generated by Customers or by Merchants.

1.2    Distribution Application Fees

PivoHub will charge a fee equal to the percentage of Order Form value, totalling 0.5% on all orders managed with the shipment module.

2.    Payments Services Fees

2.1    Credit Card Fees

PivoHub will charge a fee equal to the percentage of credit card payments, totalling 4.0% on all credit card payments processed by PivoHub.

2.2   Debit Fees

PivoHub will charge a fee equal to 1.0% for successful debits (ACH, ACSS, BACS). PivoHub will charge failed debit transactions at 5.00 USD.

2.3   Instant Payout Fees

PivoHub will charge a fee equal to the Percentage of Payout, totalling 1.25% on all instant payouts. PivoHub will not charge any fees for standard payouts.

2.4   Foreign Exchange Fee

A Foreign Exchange Fee is applied where the presentment currency (the currency paid by the customer) is different from the payout currency. PivoHub will charge a Foreign Exchange Fee equal to the Percentage of Transaction Amount, totalling 2.0% (as converted into the payout currency) on a per Transaction basis.

2.5   Chargebacks

If an order approved by the Merchant is disputed and a chargeback occurs, PivoHub will charge Merchant the chargeback amount, plus any applicable fees.

2.6   Dispute Fees

PivoHub will charge fees equal to :

  • ACH Debit Dispute Fee: 15.00 USD per disputed payment
  • Pre-Authorized Debit (ACSS) Dispute Fee: 15.00 CAD per disputed payment
  • Card Dispute Fee (Canadian card): 15.00 CAD per disputed payment if not resolved in the Merchant’s favor
  • Card Dispute Fee (US card): 15.00 USD per disputed payment if not resolved in the Merchant’s favor