PAYD INC. PROGRAM TERMS AND CONDITIONS

In order for you to access and use the PAYD Program, as provided by PAYD INC. (“PAYD”) and our Destination Partners (the “Destination Partners”), you must read and agree to the terms of the following documents (collectively the “Agreements”) to indicate that you have read and agree to be bound by the terms and conditions of each:

  • PAYD Program Agreement
  • PAYD Privacy Policy
  • END-USER LICENSE AGREEMENT FOR THE DESTINATION PARTNERS

In order to open a PAYD account, you are required to:

  • Read and agree to the terms of the PAYD Program Agreement governing your access to and/or receipt or use of the PAYD Mobile App, the PAYD Website and certain services provided by PAYD INC. (“PAYD”) as part of this service.
  • Read and agree to the PAYD Privacy Policy, which describes the collection, use, disclosure and safeguarding of your personal information by PAYD. You must further consent to sharing your banking and personal information with PAYD for the purposes described in the PAYD Program Agreement, including calculating round-up amounts and providing you with information and recommendations on how to improve your financial situation.
  • Read and agree to the terms of the End User License Agreement or Terms of Use for any Destination Partner with whom you open or maintain an account (each a “Destination Account”) and with which you chose to link your Payd account (“END-USER LICENSE AGREEMENT FOR THE DESTINATION PARTNERS”) governing the investment advisory and portfolio management services and other services provided by the Destination Partners, and which authorizes the Destination Partners to debit amounts from your funding source in accordance with the terms of the PAYD Program and this Agreement. You certify that the information you provide in their application is true and complete, and furthermore declare and acknowledge that a Destination Partner may rely upon such information until it receives written notice of any changes from you. If you opt into the Destination Partners Portfolio Program for an additional fee, you understand that you will receive access to a pre-built and actively managed portfolio based on your risk tolerance that will govern the manner in which the Destination Partners provides you the investment advisory and portfolio management services.
  • Understand and accept that Destination Partners may charge you fees in connection with its financial services as set out in their END-USER LICENSE AGREEMENT FOR THE DESTINATION PARTNERS, which shall be automatically debited from your funding source by Pre-authorized debit. Details relating to fees charged by the Destination Partners are included in the END-USER LICENSE AGREEMENT FOR THE DESTINATION PARTNERS.
  • Read and agree with the terms of the END-USER LICENSE AGREEMENT FOR THE DESTINATION PARTNERS, under the terms of which you understand and confirm that the Destination Partners may invest my account assets in securities of issuers that are connected or related to the Destination Partners, including the investment funds established for clients of the PAYD Program.

YOU MUST READ THESE AGREEMENTS CAREFULLY AND BE SURE THAT YOU FULLY UNDERSTAND AND AGREE WITH THE APPLICABLE TERMS AND CONDITIONS BEFORE USING THE PAYD PROGRAM. YOU SHOULD CONTACT PAYD IF YOU HAVE ANY QUESTIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET OUT IN THESE AGREEMENTS, YOU SHOULD NOT ACCESS OR USE THE PAYD PROGRAM.

You will receive offers, promotions and other commercial electronic communications from PAYD and its promotional partners as an integral part of the PAYD Program. You can unsubscribe at any time by using the unsubscribe links provided in these electronic communications, by updating your notification settings within our PAYD account or by contacting PAYD at [email protected]. However, you will still receive notices and other communications concerning the operation of your PAYD account and any related Destination Accounts. Payd acts in accordance with Canada’s Anti-Spam Legislation (“CASL”) to respect your rights in the sending of commercial electronic messages (“CEMs”). PAYD works with its Destination Partners (see definition) to provide you with various banking and financial services, as well as investing and money management services. The Destination Partners provide administrative, trade execution, custodial, and reporting services for all Destination Accounts, the benefits of which are limited to the activities undertaken by said Destination Partners to manage your investments for you.

PAYD has also contracted and licensed the services of OLIVE GROUP LTD. (the “Data Manager”), a duly incorporated Company in the Province of Ontario to provide features of Payd App for you.

The sections below explain that:

  • With your consent, the Data Manager will be provided with transaction data for your Enrolled Cards by the payment network (i.e. Visa/ Mastercard) and will use this data to calculate round ups and cashback rewards earned on qualifying purchases;
  • PAYD provides insights to help you save money;
  • The Destination Partners opens your Destination Account;
  • PAYD and the Destination Partners give you investment advice and other financial services;
  • The Destination Partners approves transfers to and from your bank account.

 

Important representations:

When you link one or more of your Destination Accounts that you have opened with a Destination Partner with your PAYD account, you are opening that Destination Account for yourself and not on the behalf of any other individual, corporation or entity.

If any of the below apply to you, please contact PAYD to complete the PAYD Profile registration process. Otherwise, you represent to PAYD and the Destination Partners that:

a) You are not a director or senior officer of a publicly traded company;

b) Neither you nor anyone you live with is an employee of the Investment Industry Regulatory Organization (IIROC), a stock exchange or a securities firm that is a member of IIROC;

c) You are not an individual who alone or as part of a group owns 10% or more of the voting rights of a publicly traded company;

d) No person(s) other than the person named on the Destination Account have power of attorney over the account;

e) No person(s) other than the person named on the Destination Account have any financial interest in the account;

f) You consent to the investment funds manager or its service providers disclosing your name, address, electronic mail address, securities holdings and preferred language of communication (English or French) to issuers of securities you hold in your accounts with the investment funds manager and to other persons or companies in accordance with securities law;

g) You may decline to receive all security holder materials sent to beneficial owners of securities. Even if you decline to receive these types of materials, you understand that a reporting issuer or other person or company is entitled to send these materials to you at its expense.

h) You do not have ties to any organization that falsely claiming to be a charity while not being registered as such;

i) You do not have a criminal record relating to the commission of any financial crime or fraud;

j) You do not have offshore accounts in tax haven jurisdictions;

k) You have never been the subject of a Cease Trading Order (“CTO”) issued by a provincial or territorial securities regulatory authority of similar regulatory body.

PAYD PROGRAM AGREEMENT

THIS PAYD PROGRAM AGREEMENT (the “Program Agreement”) is entered into by and between you and PAYD INC. (“PAYD”). The PAYD Program Agreement governs your relationship with PAYD relating to your access to and use of the PAYD Mobile App, which is provided to you by PAYD, as well as certain services provided to you by PAYD in the context of the PAYD Program.

Please read this Program Agreement carefully and be sure that you fully understand the terms and conditions contained herein. This Program Agreement constitutes a binding legal agreement between you and PAYD.

DEFINED TERMS ARE CAPITALIZED. PLEASE SEE SECTION 1, FOR A DESCRIPTION OF THE DEFINED TERMS.

PAYD may update, amend or revise this Program Agreement from time to time upon written notice to you. You agree that you will review this Program Agreement periodically. You are free to decide whether or not to accept a modified version of this Program Agreement, but accepting this agreement, as modified, is required for you to continue using the PAYD Program. You may have to click “accept” or “agree” to show your acceptance of any modified version of this Program Agreement. If you do not agree to the terms of this Program Agreement or any modified version of this Program Agreement, your sole recourse is to terminate your use of the PAYD Program, in which case your agreement with the Destination Partners will not be affected until terminated with the Destination Partner directly. Except as otherwise expressly stated by PAYD, any use of the PAYD Program is subject to the version of this Program Agreement in effect at the time of use.

In consideration of your use of the PAYD Mobile App and other PAYD Program services provided to you by PAYD, you agree to the following terms:

1. TERMS

Capitalized terms used in this agreement shall have the meaning set forth below:

“Account Assets” means all assets and property of any type and description held, controlled and managed by the Destination Partners or its duly appointed agents on your behalf, including the Balance, and any sums credited to your Destination Account or any sums held in trust by the Destination Partners on your behalf.

“Advising Representative” means a registered advising representative of the Destination Partners (portfolio management category), who is fully licensed to make investments in accordance with a prebuilt and actively managed portfolio based on a user’s risk tolerance, assigned by the Destination Partners.

“Aggregated Data” means aggregated, anonymized data pertaining to a group of users without any risk of disclosing any one user’s identity. Aggregated Data may include information about your location, your Financial Profile and your Financial Products, and excludes any Card Network data.

“AML” means Anti-Money Laundering.

“Balance” means the total money held, controlled and managed by the Destination Partners or its duly appointed agents on your behalf, and credited to your Destination Account. The terms “money” and “funds” are used interchangeably in this Program Agreement.

“Business Day” means Monday through Friday, excluding statutory holidays under the laws of the Province of Ontario or the laws of Canada.

“Card Networks” means Visa and Mastercard.

“Cashback” means a form of incentive offered to users of the PAYD Program when they make a purchase from an participating merchant and meet all other criteria whereby they receive a credit to their account balance with the Data Manager which is reflected in their account balance with PAYD and any linked Deposit Partner. If no Deposit Account has been set up with a Deposit Partner, then you may elect to have PAYD provide the Cashback to you by e-mail money transfer to the email address in your profile once your balance reaches a minimum of $25.

“Contribution History” means the contributions calculated, accumulated and deposited to your Destination Account(s) by way of Roundup, Cashback Rewards and your use of the PAYD app.

“Data Manager” means OLIVE GROUP LTD.

“Deposit” means the transfer of money from your Funding Source to the Trust Account and the crediting of your Destination Account of the money that the Destination Partners receives.

“Destination Account” means your managed account opened with the Destination Partners and governed by the terms of the Destination Partner Agreement.

“Destination Partner Agreement” means the agreement between you and the Destination Partners, which governs the investment advisory and portfolio management services and other services that the Advising Representative of the Destination Partners provides to you at your request.

“Destination Partners” means financial service companies that provide, and are not limited to, banking and financial services, as well as investing and money management services; and that have executed a binding agreement with PAYD to allow PAYD users to link their PAYD account with a new or existing Destination Partner account.

“Enrolled Card” means a credit card you enroll with the Data Manager for participation in the PAYD Program that is enrolled with its corresponding Card Network. Note Enrolled Cards may not include debit cards, prepaid cards, (such as Visa gift cards, Visa Buxx, Flexible Spending Account Visa cards, and EBT Visa cards) and other Card Network-branded cards whose transactions are not processed through the Card Network payments systems.

“Financial Profile” means information about your finances possessed by the Destination Partners, including, but not limited to Funding Source details, Contribution History, Credit Information, Financial Products, your investment risk profile and your financial, savings and investment goals and objectives.

“Financial Products” means banking, credit card, mortgage, insurance products and/or other financial products you may be enrolled in or may be eligible for enrollment.

“Fund” means any investment funds managed by the Destination Partners as investment fund dealer and which are established and offered to clients participating in the PAYD program. Additional information relating to each Fund can be found in the relevant fund’s offering documents, which are available upon request and on the Destination Partner’s website.

“Fund Custodian” means the Destination Partners or any replacement securities dealer selected by the Destination Partners to hold the Fund’s assets.

“Funding Rules” means the set of rules that determine how your Deposit is calculated, including but not limited to, enabling or disabling Roundup Deposits, setting a multiplier on Roundup Deposits, setting a. Lump Sum Deposit and enabling or disabling Recurring Deposit and setting its amount.

“Funding Source” means your chequing account that is the source of Deposits and the destination of Withdrawals.

“Limited Information” means all information needed to open and manage your Destination Account, including, but not limited to, your personal information, your social insurance number and answers to your risk profile assessment questions. Limited Information may also include a non-identifying token to help link accounts between entities so that program benefits can be provided to you. On the other hand, this class of information categorically excludes any of your transaction data needed to calculate Roundups and to provide Financial Insights.

“Lump Sum Deposit” means a one-time Deposit that you initiate at your discretion.

“PAYD App” means the software, technology and platforms that PAYD provides to you in order to allow you to access your Destination Account and use the PAYD Program.

“PAYD Profile” means the account you create on the PAYD App serving as the technology platform over which you can manage all communications with the PAYD Program.

“PAYD Program” means the personal savings and other services provided to you by PAYD and the Destination Partners as further described in this Program Agreement – see Description of the PAYDProgram (Section 2)

“Notice” means all acceptable forms of notice including via email, phone call, written letter and in-app messaging.

“PAD” means Pre-Authorized Debit.

“Pending Roundup” means a Roundup that has been designated for Deposit, but has not yet been transferred from your Funding Source to make a Deposit.

“Portfolio” means the investment portfolio that the Destination Partners set up for you in connection with the PAYD Program.

“Recurring Deposit” means a pre-determined Deposit on a monthly basis.

“Redemption” means a redemption (sale) of units of a Fund, the proceeds of which will then be transferred back to the client’s Funding Source.

“Roundup” means the amount calculated on a purchase of a good or service using your Roundup Source(s) and the roundup rules made available to you in your Payd settings. By default this will be the lowest whole dollar amount that is greater than the amount of the purchase.

“Roundup Deposit” means the Deposit of aggregated Pending Roundups.

“Roundup Source” means an Enrolled Card for which you have consented to have transactions monitored by the Card Network for the purpose of calculating Roundups.

“Subscription” means a subscription to units of a Fund, which requires that sufficient money is available in the client’s name in the Trust Account to purchase units of the Fund.

“Trust Account” means a bank account held by a financial institution accepting deposits that holds money in trust for clients temporarily pending the completion of Subscriptions.

“Withdrawal” means the transfer of funds (after the settlement of any trades) from the Trust Account to your Funding Source and the debiting of your Destination Account of the money that you receive.

“Withdrawal Request” means a request from you to initiate a Withdrawal from your Destination Account.

“Your Information” means all information about you, including information about your identity, location, contact information, Financial Profile, Funding Source and the tokenized identifier for Roundup

Source(s) that you provide to PAYD.

2. DESCRIPTION OF THE PAYD PROGRAM

PAYD Program
The PAYD Program is a personal investment portfolio management service offered by the Investment Fund Manager and the Data Manager that is intended to help you save money and grow your savings to achieve your financial goals.

How the PAYD Program Works

You start by identifying and itemizing your financial goals using the PAYD App which is made available to you by PAYD. This includes naming your goal, identifying your goal amount and setting the Funding Rules that you want to attribute towards each goal. If you choose to skip this step, you can use the default goal and customize this at a later date. Under the QuestWealth Portfolio Program, an Advising Representative (acting on behalf of the Investment Fund Manager) will assign you a pre-built and actively managed potfolio based on your risk tolerance. You can keep track of your goals and the achievement of your goals through the PAYD App.

How Roundups Work

Roundups make achieving your financial goals simple. When you make a purchase or complete a transaction using your Roundup Source, the Data Manager will automatically roundup the amount of the purchase or transaction you make to the nearest whole dollar or other option as provided by the PAYD Program. At a fixed time every month (as determined by PAYD), the Data Manager will calculate the total of all of your Roundups for the said time period and communicate to the Investment Fund Manager the total amount to be transferred from your Funding Source to your Investment Account. With the Investment Fund Manager’s approval, this amount will be debited from your Funding Source and transferred into your Investment Account. This Deposit is known as a Roundup Deposit.

Funds

When you opt in to the QuestWealth Portfolio Program for an additional fee, the Investment Fund Manager will assign one of its Advising Representatives (Investment Fund Manager category) to your account, who will in turn assign you a pre-built and actively managed portfolio based on your risk tolerance. The Portfolio will consist of the Funds managed by the Investment Fund Manager. These Funds will be redeemable, prospectus exempt funds offered only to PAYD investors whose accounts are managed by one of the Investment Fund Manager’s Advising Representatives under the QuestWealth Program. Each such Fund will be invested mainly in highly liquid, low cost exchange traded funds (ETFs) that track well known equity, fixed income and money market indexes. The Investment Fund Manager will receive a fee to manage the Funds in accordance with the END-USER LICENSE AGREEMENT FOR THE “INVESTMENT FUND MANAGER”. Furthermore, the Funds will only be responsible for payment of certain expenses relating to the operation of each Fund and the carrying on of their activities, namely fees and expenses relating to the Fund’s portfolio investments, which include the cost of securities, interest on borrowings and commitment fees and related expenses payable to lenders and counterparties, custodial fees, brokerage fees, commissions and expenses, and banking fees. The Investment Fund Manager may from time to time elect to assume some of the aforementioned expenses. All other costs and expenses will be borne by the Investment Fund Manager. Full details of the Funds are available in the respective Fund’s Term Sheet, which is made available on the Investment Fund Manager’s website.

Financial Insights

In order to help you achieve your financial goals, PAYD may provide you with general tips, recommendations and education materials on how to save, grow, organize and manage your finances. Such materials should not be confused with information provided to you by the Investment Fund Manager in connection with their administrative, trade execution, custodial and custodial services on all accounts.

Third-Party Products and Services
PAYD may also provide you with information relating to third-party products or services that can help you save, grow, organize and manage your finances. PAYD may receive fees for providing such third-party information or otherwise promoting third party products and services to you.

Other Services

The Investment Fund Manager may also provide you with other services from time to time at your request.

3. RELATIONSHIPS

Service Providers

There are two separate entities that provide you with the services that comprise the PAYD Program: PAYD INC. and the Destination Partners. In order to use the PAYD Program, you are required to: (i) register for a PAYD Profile using the PAYD App and enter into this Program Agreement with PAYD; and (ii) enter into the Destination Partner Agreement with the Destination Partners.

Other entities may also provide services to PAYD and the Destination Partners, or to you directly in connection with the PAYD Program.

Destination Partners

The Destination Partners provide you with administrative, trade execution, custodial and reporting services on all accounts with them. Destination Partners are registered as Investment Fund Managers in all Canadian provinces and territories. For more information about and updates on the Destination Partners and its registration with securities regulators click here. The Destination Partners act as the investment fund manager and portfolio manager for the Funds with responsibility for making all of the investment decisions relating to the assets of the Funds in accordance with the pre-built and actively managed portfolio based on their risk tolerance. They may charge an additional fee when you opt into their programs or offerings. PAYD uses commercially reasonable effort to partner with Destination Partners who are registered as registered investment dealers in Canada. The Destination Partners also provide the Funds with the day-to-day management of the affairs of the Funds.

Data Manager

Payd has licensed services from the Data Manager to store the information related to the Financial Products they provide to PAYD, including Roundup capabilities and the calculated Roundup Deposits, and to communicate the Roundup Deposit values to the Destination Partners and to manage any Cashback incentives.

As part of your enrolment you will need to provide consent to the Data Manager to access and utilize your Enrolled Card data in order to provide you with the agreed-upon benefits under the Program, including the receipt of location-based offers presented via e-mail, push notifications, or through advertisements on other sites and mobile applications by us or the third-parties involved in the Program including merchants, in compliance with our Privacy Policy.

Separate Agreements

This Program Agreement is between you and PAYD. You acknowledge that PAYD, and the Destination Partners have separate agreements with you that set out separate rights and obligations between you and the applicable entity. You further acknowledge that PAYD is not responsible for the obligations of the Destination Partners and that the Destination Partners is not responsible for the obligations of PAYD. You further acknowledge that PAYD is not responsible for the obligations of the Data Manager and that the Data Manager is not responsible for the obligations of PAYD.

The Destination Partners are solely responsible for providing any investment services you receive in connection with the PAYD Program. By signing a Destination Partner Agreement with the Destination Partners, you understand that the Account Assets in your Destination Account will only be managed and invested by the Destination Partners. Should you opt into a Destination Partner Agreement that requires an extra fee, you will solely be responsible for payment of that fee.

You understand and agree that under no circumstance will you interpret any communication from PAYD as investment advice.

Vendors and Contractors

PAYD and the Destination Partners may, subject to applicable laws and regulations, engage vendors or other subcontractors to help each entity fulfill its duties under its agreement with you.

Information Sharing

Although PAYD, the Destination Partners and the Data Manager are separate entities, Limited Information may be shared between these entities, and/or their subcontractors and suppliers as and when required in order to provide you with the PAYD Program and/or to perform certain regulatory and compliance functions, such as verifying your identity for AML purposes. Such information will only be shared through the PAYD App, and only for the purpose of providing you with the services required to deliver the PAYD Program.

PAYD is Not a Broker, Investment Adviser or Tax Adviser PAYD DOES NOT PROVIDE INVESTMENT, LEGAL OR TAX ADVICE. PAYD IS NOT A BROKER, INVESTMENT ADVISER, DESTINATION PARTNER OR TAX ADVISER. YOU ACKNOWLEDGE THAT PAYD IS NOT RESPONSIBLE FOR ANY ADVICE THAT THE DESTINATION PARTNERS MAY GIVE TO YOU OR ANY INVESTMENT DECISIONS THAT THE DESTINATION PARTNERS MAY APPLY TO YOUR DESTINATION ACCOUNT. INVESTING COMES WITH CONSIDERABLE RISK, INCLUDING THE POTENTIAL FOR LOSS OF ENTIRE PRINCIPAL AMOUNT.

4. THIRD-PARTY AGREEMENTS

Any Destination Partner Agreement you enter into with a Destination Partners will set out the portfolio management services and other services that the Destination Partners will provide you. For example; When you choose to enter into an agreement with a Destination Partner, the Destination Partners are responsible for investing your Account Assets in accordance with a pre-built and actively managed portfolio based on your risk tolerance.

5. YOUR PAYD PROFILE

Registration

You must create a PAYD Profile in the PAYD App, which is provided to you under license by PAYD, in order for you to participate in the PAYD Program. Individuals under the age of majority in their province of residence are prohibited from registering for a PAYD Profile or otherwise participating in the PAYD Program. You are solely responsible for ensuring that the use of the PAYD Program in accordance with this Program Agreement in your jurisdiction of residence is permitted by law or regulation. If such use is not permitted by law, PAYD prohibits all access to and use of the PAYD Program.

Collection of Your Information

When you register for a PAYD Profile, you will be required to provide PAYD with Your Information. PAYD will collect this information for itself and will disclose Limited Information to the Destination Partners and Data Manager. This information is required in order to provide you with access to the PAYD Program and to comply with legal and regulatory requirements, including AML rules. For more details on the information that PAYD collects from you and how we use, disclose and safeguard this information please see PAYD’s Privacy Policy.

Accurate Information

You acknowledge that PAYD, the Destination Partners and the Data Manager will be relying on the information you provide to verify your identity and provide services to you. You represent and warrant that the information you provide is true, accurate, current and complete. You agree to promptly update this information if it changes or is no longer accurate. You agree that if the information you have provided us is inaccurate, untrue, not current or incomplete, you will have materially breached this Program Agreement and PAYD, the Destination Partners and the Data Manager reserve the right to terminate your use of the PAYD Program in accordance with Section 13 (Term and Termination).

AML Rules

You represent and warrant that you will abide by all applicable AML rules, including, but not limited to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLFTA”) and that you will, upon request, provide the Destination Partners and/or the Data Manger, with any information or documents that the Destination Partners and/or the Data Manager may require in order to comply with applicable regulatory requirements, including the AML rules and other applicable requirements. You consent to Your Information being compared to records maintained by third party providers, including telecom and other service providers, and you consent to those third parties providing personal information relating to you to us and our third-party suppliers for the purpose of verifying your identity.

Confidentiality and Unauthorized Access

You agree and understand that you are responsible for maintaining the confidentiality of your password used to access your PAYD Profile. If you become aware of any unauthorized access to your PAYD Profile or if you believe that someone is accessing your account without your permission, you must immediately notify PAYD at [email protected].

Other representations and warranties

You are opening an Destination Account for yourself and not on the behalf of any other individual, corporation or entity. If any of the below apply to you, please contact PAYD to complete the PAYD Profile registration process. Otherwise, you represent that:

a) You are not a director or senior officer of a publicly traded company;

b) Neither you nor anyone you live with is an employee of the Investment Industry Regulatory Organization (IIROC), a stock exchange or a securities firm that is a member of IIROC;

c) You are not an individual who alone or as part of a group owns 10% or more of the voting rights of a publicly traded company;

d) No person(s) other than the person named on the destination account have power of attorney over the account;

e) No person(s) other than the person named on the destination account have any financial interest in the account;

f) You do not object to the investment funds manager disclosing your name, address, electronic mail address, securities holdings and preferred language of communication (English or French) to issuers of securities you hold in your accounts with the investment funds manager and to other persons or companies in accordance with securities law;

g) You decline to receive all security holder materials sent to beneficial owners of securities. Even if you decline to receive these types of materials, you understand that a reporting issuer or other person or company is entitled to send these materials to you at its expense.

h) You do not have ties to any organization falsely claiming to be a charity while not being registered as such;

i) You do not have a criminal record in connection with the commission of fraud or financial crime;

j) You do not have offshore accounts in tax haven jurisdictions;

k) You have never been the subject of a Cease Trading Order (“CTO”) issued by a provincial or territorial securities regulatory authority of similar regulatory body.

 6. SOURCE OF FUNDS

Connecting Your Account

You acknowledge and agree that you must connect your PAYD Profile to your Funding Source and Roundup Source(s) using the PAYD App in order to fund your Destination Account, and receive Withdrawals.

Funding Source

You must agree to PADs for your Funding Source which shall be initiated by the Destination Partners on the basis of your Pending Roundups, as determined by PAYD, or in connection with any other services you have requested of PAYD. PAYD will only provide the actual amount of the Pending Roundups to the Destination Partners in order for it to process a Roundup Deposit. PAYD does not disclose other information relating to your Funding Source to the Destination Partners. The Funding Source will be the source of all Deposits, including Roundup Deposits

If you provide untrue or incorrect information in connection with the PAYD Program, you are solely responsible for losses you may suffer in your account or that may be suffered by PAYD or any third party in connection with any other accounts associated with this information.

Roundup Source

In order to use the Roundup feature in the PAYD Program and make Roundup Deposits, you will be required to connect your Roundup Source to your PAYD Profile. You can connect multiple Roundup Sources to your PAYD Profile. You connect your Roundup Source to your PAYD Profile by entering information about the Roundup Source into the PAYD App. This may include credit card information. You acknowledge that the information about your Roundup Source that you provide to the Data Manager is your Information and you represent and warrant that it is true, accurate, current and complete information. You will receive confirmation through the PAYD App when your Roundup Source is connected to your PAYD Profile. You agree to promptly update information about your Roundup Source that is no longer accurate. Failure to update our information may disrupt your use of the PAYD Program.

Transactions completed on your Roundup Source(s) will be used to calculate your Roundup Deposits. Roundup Deposit amounts are communicated to the Destination Partners to transfer from your

Funding Source. Roundup Deposits will only be made from your Funding Source. No funds will be withdrawn from your Roundup Source(s).

All information relating to your Funding Sources and Roundup shall be collected, retained and disclosed only in accordance with the Destination Partner’s Privacy Policy. You can unenroll your Roundup Source at any time by unlinking it through the application.

7. DEPOSITS

Roundup Deposits

When you enroll a card for rounding, you authorize the Data Manager to automatically roundup the amount of every transaction you make on your Roundup Source(s) to the nearest dollar or other amount determined by you and to designate the corresponding Roundup amount as a Pending Roundup. Once a month, or at a time specified by Payd in your Payd App settings, the Data Manger will aggregate all of your Pending Roundups and communicate to the Destination Partners the total amount to be contributed to the Destination Account. Once the Destination Partners approves the Deposit, the aggregate amount of the Pending Roundups will be withdrawn from your Funding Source by the Destination Partners and deposited to the Trust Account until such time as the Subscription(s) are processed. A record is kept of the exact amounts you have transferred in and out at all times. If you subsequently cancel or reverse any purchase you made using your Roundup Source(s), the corresponding Roundup amount will remain in your destination account.

You will be notified prior to the deposit being made via in app notifications or emails depending on your specified preferences and have 3 days to pause the pending deposit.

Deposit Limitations

PAYD, the Destination Partners and the Data Manager reserve the right to limit or restrict Deposits for any reason, including without limitation if either entity has reason to suspect any suspicious or illegal activity. PAYD may additionally refuse to process a transfer at its sole discretion for any reason, including for example where PAYD believes that an account may have a low balance.

Pre-Authorized Debits

You authorize the Destination Partners, and the designated financial institution (or any other financial institution the Destination Partners may authorize at any time) to begin Deposits on regular intervals from your self-designated Funding Source. These Deposits are based on Pending Roundup, Recurring Deposit and/or Lump Sum Deposit for funding your Subscription by the Destination Partners.

You will be notified prior to the deposit being made via in app notifications and have 3 days to pause the pending deposit.

This authority is to remain in effect the entire duration of the PAYD Program Agreement. Any cancellation Notices must be received at least three (3) Business Days before the next debit is scheduled at the address provided below. Email: [email protected]

PAYD, the Destination Partners and/or the Data Manager may assign this authorization, whether directly or indirectly, by operation of law, change of control or otherwise, by providing at least 10 days prior Notice to you.

As the Destination Partners are facilitating transfers between two financial accounts in your name, you forfeit your rights to dispute any debit unless the debit does not comply with this agreement. For example, you have the right to receive reimbursement for any PAD that is not consistent with Section 7.

To obtain a form for a reimbursement claim, or for more information on your recourse rights, you may contact your financial institution. For any issues with PADs you must immediately notify PAYD at [email protected].

Investment in the Funds

PAYD has no control or management of your investments or funds that have been deposited with a Destination Partners through your use of the PAYD app. Please refer to your END-USER LICENSE AGREEMENT FOR THE DESTINATION PARTNERS for the terms and policies of how they manage your money.

8. WITHDRAWALS

Withdrawing Funds From PAYD where no Destination Account is Linked

When you have not linked a Destination Account to your PAYD account, you may still earn cashback rewards when you make qualifying purchases with an Enrolled Card. In this case the following applies for withdrawal of your cashback funds:

a) As a student user, when your balance reaches a minimum amount of $25, you may request to have the funds email money transferred to your email address on your PAYD account by contacting [email protected]. Withdrawals of cashback rewards made through email money transfer are subject to a $3 processing fee that will be deducted from the final transferred amount.

b) As a supporter user, cashback will be credited to your PAYD account. At the end of month, you will have the option to transfer your cashback to a linked student’s PAYD account. Once transferred, the student will be able to withdraw the funds or have transferred to their linked Destination Account.

Withdrawing Funds From Destination Accounts with the Destination Partners

You may withdraw all or part of your Balance from your Destination Account to your Funding Source at any time by sending a Withdrawal Request to the Destination Partners via the PAYD App. The Destination Partners will not charge you fees or penalties to withdraw your funds. The Destination Partners, will upon receipt of your request, redeem all or a portion of the Fund units held in your account in accordance with its applicable redemption procedure, and transfer sums to your Funding Source.

The Destination Partners will execute a Withdrawal after the Redemption and receipt of corresponding amounts from the Fund Custodian. The Destination Partners will use all reasonable efforts to process all Redemption requests as soon as possible. The Destination Partners may at their sole discretion increase the amount of any withdrawal if not doing so would leave the Destination Account with a nearzero balance.

Withdrawal Limitations

You must have sufficient money in your Destination Account to complete a Withdrawal. If your Withdrawal Request exceeds the Balance, the Destination Partners will decline your request. The Destination Partners reserves the right to limit or restrict Withdrawals for any commercially reasonable reason, including if the Destination Partners has reason to suspect any suspicious or illegal activity.

9. DEPOSIT AND WITHDRAWAL TRANSACTIONS

Processing Time

Reasonable steps will be taken to process Deposits and Withdrawals as per PAYD’s standard processing guidelines. You acknowledge that PAYD, the Destination Partners or the Data Manager are not liable for any error or processing delay caused by any third party, including any financial institution that maintains your Funding Source or any service provider or vendor of any such financial institution.

Fees and Penalties

You agree that none of PAYD, the Destination Partners, the Data Manager or the Card Networks shall be liable to you for any fees or penalties charged by any financial institution that maintains your Funding Source or any other account in your name (including without limitation any registered account such as a RRSP or TFSA) in connection with a Deposit or a Withdrawal, including any overdraft fees. You agree that you are responsible for any fees or penalties that you may incur from any financial institution that maintains your Funding Source as a result of any Deposit or Withdrawal.

Correct Information and Payment Instructions

You acknowledge and understand that it is your responsibility to provide correct information about your Funding Source and Roundup Source(s). You also acknowledge and understand that it is your responsibility to provide correct payment instructions for Deposits and Withdrawals. You acknowledge that incorrect or incomplete information regarding your Funding Source or regarding instructions to make a Deposit or Withdrawal may result in the transaction being rejected or completed incorrectly. You agree that it is not the Destination Partner’s responsibility to determine whether there is a discrepancy between the information in your Destination Account and the information in your Funding Source or Roundup Source. You also agree that it is not the Data Manager’s responsibility to determine whether there is a discrepancy between the information in your Destination Account and the information in your Funding Source or Roundup Source.

Acts or Omissions

You agree that PAYD (including its agents, subcontractors, consultants, and employees), the Destination Partners, the Data Manager, their suppliers of card data (Visa and Mastercard), including but not limited to, Visa and Mastercard, or any other supplier to the PAYD Program, shall not be held liable for any act or omission of any financial institution that maintains your Funding Source or Roundup Source or for any act or omission of any service provider or vendor of any such financial institution.

Indemnity

You agree to indemnify and hold PAYD, the Destination Partners, the Data Manager their suppliers of card data (Visa and Mastercard) or any other supplier to the PAYD Program, harmless from any and all damages resulting from or relating to any incomplete or incorrect information regarding yourself, your Funding Source or Roundup Source(s) or in payment instructions to make a Deposit or Withdrawal.

10. FEES AND PRE-AUTHORIZED DEBITS

The applicable fees:

(a) any management fees charged to you by the Destination Partners to manage your account;

(b) monthly fees:

          a. For students: No fixed monthly fee. Instead 20% of any cash back earned up to a maximum of $3.00 will be withheld by PAYD in each given month.

          b. For Supporters: $3 CAD plus tax will be charged to your Enrolled Card by PAYD once per month. This fee is to                    manage your account. For clarity, Supporters do not have any cash back earned withheld.

(c) Where no Destination Account is linked, email money transfers will be subject to a processing fee of $3 that will be withheld from the transferred funds.

11. RIGHTS YOU GRANT TO PAYD 

Disclosure of Your Information

You authorize PAYD to disclose your Limited Information to the Destination Partners and the Data Manager in order to provide you with the PAYD Program and to perform certain regulatory and compliance functions. You also authorize PAYD to notify the Destination Partners and the Data Manager of any updates or changes to your Limited Information as required. Additional disclosure surrounding use by PAYD and third-party service providers is provided in the Privacy Policy.

You also consent to your personal information being compared to records maintained by third parties, including telecom and other service providers, and you consent to those third parties providing personal information to us and our third-party suppliers for the purpose of identity verification.

Charge Monthly Fees to Your Enrolled Card

You authorize PAYD to charge your Enrolled Card the monthly fee of $3 CAD plus tax when you are signed up as a Supporter. Enrolled Cards of Students will not be charged to use Payd.

Access to Bank Accounts

You authorize PAYD and the Destination Partners to access and log-in to your Funding Source, as applicable, that you have connected to your PAYD Profile on your behalf as your agent using the credentials that you provide to us, including usernames and passwords for the purpose of completing the Roundup Deposit. You additionally authorize the Data Manager to advise the Destination Partners of the Roundup amount on a monthly basis. The Data Manager will only provide summarized data (i.e. deposit or withdrawn amounts) to the Destination Partners. The Data Manager will never have access to your Funding Source access credentials.

YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR AGREEMENTS WITH YOUR ROUNDUP SOURCES PERMIT YOU TO APPOINT PAYD AS YOUR LAWFUL AGENT TO ACCESS YOUR ROUNDUP SOURCE(S).

Contribution History

YOU AUTHORIZE PAYD TO EXAMINE, ANALYZE, TRACK AND COLLECT INFORMATION ABOUT YOUR CONTRIBUTION HISTORY IN ORDER TO: (I) PROVIDE YOU WITH ACCESS TO THE ROUNDUP FEATURE; (II) DEVELOP AND IMPROVE YOUR FINANCIAL PROFILE; AND (III) TO CUSTOMIZE THE PAYD EXPERIENCE FOR YOU.

Financial Profile

You acknowledge and authorize PAYD to develop and use your Financial Profile to: (i) customize and improve the PAYD Profile; (ii) provide you with an overview of your savings and finances; (iii) provide you with tips, recommendations and education materials on how to save, organize and manage your finances; (iv) provide you with information about third party products or services that can help you organize and manage your finances; and (v) to conduct statistical research and analysis on an aggregated basis for comparative and historical insights. (calculated data from the round up and rewards program)

12. YOUR INFORMATION

Ownership

You retain ownership of Your Information, including all rights therein and relating thereto. Please refer to Privacy Policy for further information.

Aggregated Data

You grant PAYD a non-exclusive, transferable, assignable, irrevocable, royalty-free, worldwide, perpetual license to create Aggregated Data and to use such Aggregated Data, and all modifications thereto and derivatives thereof, for any purpose, including, without limitation, to improve the PAYD Profile, to develop new products and services, to understand usage, to build and create data profiles and to conduct statistical research and analysis for comparative and historical insights.

Transfer

PAYD may transfer Your Information outside of Canada for processing or storage that may be subject to the laws of such foreign jurisdictions. PAYD will have in place and maintain appropriate technical and organizational measures to protect Your Information against unauthorized or unlawful processing, or accidental loss, destruction or damage.

Termination

In the event that this Program Agreement is terminated or if you remove Your Information from your PAYD Profile, PAYD may maintain Your Information and may continue to use Your Information pursuant to the licenses granted above, in according with its Privacy Policy.

13. TERM AND TERMINATION

Term of Agreement

The term of this PAYD Program Agreement will begin when you register for the PAYD Program (i.e., create a PAYD Profile) and will continue until the Program Agreement is terminated by either party as outlined in this Section.

Termination

You may suspend access to your Enrolled Cards at any time through the Payd App by going into your settings and removing your Enrolled Cards.

If you wish to terminate this PAYD Program Agreement immediately for any reason with or without cause by notifying PAYD in writing by emailing [email protected] with DELETE MY Account or through the application directly. PAYD may terminate this Program Agreement immediately upon Notice to you for any reason with or without cause. The Destination Partners and Data Manager may terminate their agreements with you in accordance with the terms of each of these respective agreements.

Effect of Termination

Upon termination of this Program Agreement, PAYD will immediately cease providing the PAYD App to you and all usage rights granted under this Agreement shall terminate. Termination of this Program Agreement shall also automatically terminate your Destination Partner Agreement with the Destination Partners and your Data Management Agreement with the Data Manager. The remaining Balance in your Destination Account will be deposited into your Funding Source. You understand and acknowledge that the termination of this Program Agreement may involve the deletion of Your Information. PAYD will not be liable to you or to any third party for any liabilities, claims or expenses arising from or relating to any termination.

Suspension

We may suspend your right to use the PAYD Program if: (i) you breach the terms of this Program Agreement; (ii) PAYD suspects that your PAYD Profile or Destination Account is being used without authorization; (iii) PAYD suspects that your PAYD Profile or Destination Account is being used for illegal or fraudulent purposes; or (iv) PAYD needs to comply with applicable law.

Force Majeure

Payd shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Program Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of PAYD including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, lock-outs, strikes, or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

14. DISPUTE RESOLUTION

Your satisfaction with the PAYD Program is important to PAYD. If you have a complaint regarding the PAYD Program, or with respect to any provision of this Program Agreement, you must first submit your complaint directly to PAYD at [email protected] PAYD will review your complaint and seek to resolve the complaint to your satisfaction as soon as possible.

If your complaint is not resolved to your satisfaction within thirty (30) days of making the complaint, you agree to resolve the complaint by final and binding arbitration to the extent mandatory arbitration is permitted by the Arbitration Act, 1991 (Ontario) (the “Arbitration Act”). Any dispute, controversy, or claim arising out of or relating to the PAYD Program, including any question regarding its existence, interpretation, validity, breach, or termination shall, in the event otherwise not resolved between you and PAYD, be referred to any finally resolved by arbitration in accordance with the Arbitration Act. The arbitration will be conducted in the City of Toronto, in the Province of Ontario in accordance with the applicable commercial arbitration laws and rules in the Province of Ontario. The complaint shall not be made the subject matter of an action in any court unless the complaint has first been submitted to arbitration and finally determined in arbitration. Any such action commenced thereafter shall only be for the purpose of enforcing the arbitration decision and the costs incidental to the action.

The cost of the arbitration shall be borne equally by the parties. The arbitration award shall be final and binding on the parties. The award may include an award of costs, including reasonable solicitor’s fees, disbursements and charges.

15. WARRANTIES

Warranty

PAYD represents and warrants that it will provide the service described herein in a professional manner consistent with general industry standards. Your exclusive remedy for a breach of this warranty shall be as provided in Section 13 – Term and Termination.

Warranty Disclaimer

SOME PROVINCES AND TERRITORIES DO NOT ALLOW FOR THE EXCLUSION OF WARRANTIES (INCLUDING THE PROVINCE OF QUEBEC). IN THESE PROVINCES AND TERRITORIES, YOU HAVE ONLY THE WARRANTIES THAT ARE EXPRESSLY REQUIRED TO BE PROVIDED IN ACCORDANCE WITH APPLICABLE LAW.

IN ALL OTHER PROVINCES AND TERRITORIES, Except as expressly provided herein, the PAYD PROGRAM IS provided to you on an “AS IS” basis without any warranty whatsoever AND PAYD AND THE CARD NETWORKS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOUR sole and exclusive remedy, and PAYD’S sole obligation to you or any third party for any claim arising out of your use of the PAYD PROGRAM, is that you are free to discontinue your use of the PAYD PROGRAM at any time.

16. LIMITATIONS OF LIABILITY

Limitation of Liability

SOME PROVINCES AND TERRITORIES DO NOT PROVIDE EXCLUSION OR LIMITATION OF LIABILITY FOR ALL TYPES OF DAMAGES (INCLUDING THE PROVINCE OF QUEBEC). IN THOSE PROVINCES, PAYD WILL ONLY BE LIABLE TO YOU FOR DAMAGES THAT WE ARE EXPRESSLY REQUIRED TO BE LIABLE TO YOU UNDER APPLICABLE LAW.

IN ANY OTHER CASE, PAYD AND THE CARD NETWORKS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE PAYD PROGRAM,

HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS.

Connectivity

PAYD SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS OUTSIDE THE REASONABLE CONTROL OF PAYD.

17. INDEMNIFICATION

You agree to indemnify and hold PAYD, our affiliated companies, the Card Networks, and their respective agents, employees, directors and officers, harmless from any claim or demand, cause of action, liabilities and costs including reasonable lawyer’s fees made by any third party due to or arising out of: (i) your use of the PAYD App, (ii) your violation of this Program Agreement, (iii) any misrepresentations made by you, or (iv) your violation of any third party’s rights.

PAYD reserves the exclusive right, at your expense, to conduct the defense and assume control of any matter, subject to indemnification by you, in which event you shall cooperate with PAYD in asserting any and all available defenses.

18. GENERAL PROVISIONS

Assignment

No party may assign this Program Agreement or any right under this Program Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that PAYD may assign this Program Agreement to an acquirer of all or substantially all of the business of PAYD to which this Program Agreement relates, whether by merger, asset sale or otherwise. This Program Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

Notices and Communications

Except as otherwise permitted in this Program Agreement, Notice and other communications under this Program Agreement will be made in writing to the other party. YOU AGREE THAT ALL NOTICES, COMMUNICATIONS, FINANCIAL INFORMATION AND REPORTS WILL BE DELIVERED TO YOU ELECTRONICALLY. A FEE MAY BE CHARGED TO YOU IF YOU REQUEST PAPER MATERIALS.

You will receive offers, promotions and other commercial electronic communications from PAYD and its promotional partners as an integral part of the PAYD Program. You can unsubscribe at any time by using the unsubscribe links provided in these electronic communications or by contacting PAYD INC. at [email protected]. However, you will still receive Notices and communications from the Destination Partners concerning your Destination Account and any transactions relating to the PAYD Program, as well as financial information and other reports that are required to be provided to you.

Waiver

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Program Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Severability

If any term of this Program Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Program Agreement shall remain in full force.

Entire Agreement

This Program Agreement (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Program Agreement.

Survival

Sections 13, 14, and 16 through 18 of this Program Agreement shall survive the expiration or termination of this Program Agreement for any reason.

Governing Law

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada without regard to the principles of conflict of laws.

Compliance with Laws

PAYD reserves the right to change any process or service provided under the Program Agreement in order to comply with all applicable local, provincial, national and foreign laws in connection with its delivery of the PAYD Program, including those laws related to financial services, data privacy, international communications, and the transmission of technical or personal data.

Amendments and Modifications

The Program Agreement may be amended, modified or supplemented from time to time by us in writing and notice will be provided to you upon any such changes occurring. You may not amend, modify or supplement the Program Agreement in any way without a signed written agreement from all respective parties. Any attempt by you to do so without a signed written agreement will be void.

Language

The parties to this Agreement hereby acknowledge that they have expressly required this document and all other documents required or permitted to be given or entered into pursuant to this Agreement to be drawn up in the English language only. Les parties reconnaissant avoir express ment demand que le pr sent document ainsi que tout autre documente tre donn  ou conclu en vertu des dispositions des pr sentes, soit r dig en langue anglaise seulement.

19. CLIENT ACKNOWLEDGEMENT

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS PROGRAM AGREEMENT, AND THE DESTINATION PARTNER AGREEMENT AND THAT YOU HAVE HAD AN OPPORTUNITY TO SEEK TAX, LEGAL AND OTHER PROFESSIONAL ADVICE. YOU AGREE TO ENTER INTO THE AGREEMENTS AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS.

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