1. Agreement to Be Bound
3. Description of Service
The Service is an innovative internet-and-application-based service that connects your iOS/Android app securely to your Payment Service Provider (PSP) account, reads and displays payment data and intercepts real-time events for delivery to your iOS/Android device via SSL. Technical support for the Service is only available via email in English.
4. Control Rights & Grant of License
4.1. We (and our licensors) own all legal right, title and interest (including all copyright and other intellectual property rights) in and to the Service, including, without limitation, all software comprising a part of the Service that is hosted on our servers and all materials displayed or performed on or in the Service, including but not limited to text, graphics, articles, photographs, images, illustrations and the look and feel of the Service (collectively, the “Control Content”).
4.2. Subject to your agreement and continuing compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable limited licence to the Control Content to access and use the Service and to create an Account solely for your own personal purposes to provide services to your end customers.
4.4. You shall use the Service only in compliance with our standard policies then in effect and all applicable laws (including but not limited to policies and laws related to spamming, privacy, intellectual property, consumer and child protection, obscenity and defamation).
4.5. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, hardware, server, software, operating system, networking, web servers and web services (collectively, the“Equipment”).
4.6. You shall be responsible for ensuring that such Equipment and services are compatible with the Service and comply with all configurations and specifications set forth in our published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, ancillary services, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account, the Services or the Equipment with or without your knowledge or consent.
4.7. You shall not:
- have more than one Control Account at any given time, and not create an Account using a false identity or information, or on behalf of someone other than yourself;
- modify, adapt or hack the Service or modify another application or website so as to falsely imply that it is associated with the Service, or Control;
- reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Control;
- process stolen credit cards, or unauthorized credit cards;
- use your Account to transmit unauthorized communications, advertise, solicit, or transmit any commercial advertisements, including chain letters, junk email or repetitive messages (spim and spam) to anyone;
- collect, harvest or post anyone’s private information, including personally identifiable information of any kind through the Service;
- use the Service in a manner that infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;
- use the Service, intentionally or unintentionally, in violation of any applicable law or regulation;
- use, reuse, repost, distribute, provide access to others to copy, modify, or transmit the Service and related information for any commercial purpose or for public use;
- attempt to gain access to the Service, Accounts, or Merchant Accounts registered to others or to the computers, servers, or networks connected to the Service by any means other than the user interface provided by us and through your Account, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, server or software that is part of the Service;
- interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms; or reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Service, or to obtain any information from the Service using any method not expressly permitted by us.
We are not a bank and do not offer banking services. Therefore, in order to provide you with the Services, we have entered into an agreement with a bank or payment service provider (the “PSP), under which we will transmit the Transaction Data, in accordance with the authorization requests and authorization responses placed through the Application, to the Payment Platform in order to initiate payment transactions.
5. Changes to the Service and Pricing
5.1. You agree to pay the applicable fees listed on our Fee Schedule at https://www.getcontrol.co/pricing and in your Control Account (“Fees”) whenever you use the Services. Subject to the terms of this Agreement, we reserve the right to change our Fees.
5.2. We may change, suspend or discontinue the Service, including the availability of any feature, database, or Control Content, at any time, by giving you advanced notice of such termination either (at our discretion) via email or posted on the Service.
5.3. You acknowledge that the Control API is subject to change at any time, which could impact the Service. We also reserve the right to establish limits to the nature or size of storage available to you, the number of transmissions and transactions, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your content and other data, and impose other limitations at any time, with or without notice.
5.4. We may change our pricing for the Service, including monthly subscription plan fees or overage charges for the Service, at any time, by giving you advanced notice of such changes either (at our discretion) via email or posted on the Service. App Store/Google Play pricing is subject to change at any time. The free app version (“Free Application”), is subject to price change and/or termination at any time.
6. Account Information and Terms
6.1. In order to use the Service, you must have a merchant account with a PSP account (either, a “Merchant Account”), which you must authorize access to by Control (Control confirms and you hereby acknowledge that Control will not be able to access or store any of your login or password information relating to your Merchant Account (“Merchant Login Info”).
6.2. In order to use the Application or Free Application, you must access it via https://controlboard.getcontrol.co, download it on your iOS® device at the Apple App Store or on your Android® device at the Google Play Store through your account (either, an “App Store Account”).
6.4. The following rules govern the security of the Services, Account and your Personal Information:
- You will not: share your Account information (including any login or password information relating to your Account) or Merchant Login Info; let anyone else access your Account, Application, Free Application or Merchant Account; or do anything else that might jeopardize the security of your Account, Application, Free Application or Merchant Account;
- You must provide accurate Personal Information and update it promptly if it changes;
- In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized use of your Account, you must immediately notify us and modify your relevant login information;
- You are responsible for maintaining the accuracy, completeness, security and confidentiality of your Account and Merchant Account, and you will be responsible for all activities that occur thereunder, including activities of others to whom you have provided access. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account information or Merchant Login Info secure.
- If you discover any unauthorized use of your Account, Application, Free Application or Merchant Account or suspect that anyone may be able to access any of the above, you should immediately change your password(s) and notify our Customer Support team and your PSP (if applicable).
6.5. You agree to abide by the terms of your Merchant Account and App Store Account. You are responsible for all transactions (charges and refunds) originating from Control and/or processed with your Merchant Account. We will not be liable for any loss or damage related to your Merchant Account and/or App Store Account, including any loss or damage due to: (i) your provision of personal, non-personal and or billing information to the account providers; or (ii) errant or invalid transactions processed with your Merchant Account, including transactions that were not processed due to a network communication error. You acknowledge that you are responsible for verifying that the transactions you process via Control or otherwise are successfully completed by the Payment Platform.
7. User Content and Feedback
At times, you may be given the opportunity to submit questions, comments or other information about the Service or otherwise to us (“Feedback”). You will and do hereby grant to us a fully paid-up, royalty-free, perpetual, irrevocable, non-exclusive, worldwide, fully transferable and sublicensable license to use, enhance, develop, copy, modify and make derivative works of the Feedback and to make, use, sell, offer for sale and import any products or services based on the Feedback.
8. Fees, Billing and Renewal
8.1. Payments made under this Agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay the amount of such taxes or duties in addition to the fees under this Agreement.
8.2. We reserve the right to suspend or terminate your access to the Service if your account becomes delinquent. Delinquent invoices are subject to interest charges of 12% per annum on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
8.3. If you or Control initiates termination of this Agreement, you will be obligated to pay the balance due on account computed in accordance with this Section. You agree that we may charge such unpaid fees and charges to your credit card or otherwise bill you for such unpaid fees and charges. You agree and acknowledge that we have no obligation to retain your data and that such data may be irretrievably deleted if your account becomes delinquent.
You are responsible for determining any and all taxes assessed, incurred or required to be collected, paid or withheld for any reason in connection with your use of our software and services (“Taxes”). You are also solely responsible for collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report or remit any Taxes to any tax authority arising from any transaction.
10. Links to Third-Party Sites
The Service may include hyperlinks to websites operated by third parties including advertisers and other content providers. Those sites may collect data or solicit personal information from you. We do not control such websites and is not responsible for their content, privacy policies or for the collection, use or disclosure of any information those sites may collect.
11. Data Security Standards
11.1. You must at all times adhere to applicable data security standards determined by the Payment Card Industry Security Standards Council (PCI Council) whose data security standards and policies (the “PCI Standards”) can be viewed at www.pcisecuritystandards.org.
11.2. It is your obligation as a merchant accepting Payment Cards to determine which PCI Standards are applicable to you. Based on the information we hold on you, we may recommend that you take certain actions in order to become compliant with relevant PCI Standards, however, recommendations shall not constitute legal or compliance advice and we shall not be liable to you for the accuracy of any recommendations we give you.
11.3. Upon request, you must demonstrate how you comply with applicable PCI Standards and must provide sufficient documentary, organizational or technological evidence of your compliance, including but not limited to a completion of a PCI assessment or self-assessment questionnaire. You must at all times adhere to any instruction we give you with regards to compliance with PCI Standards.
11.4. For the business typically undertaken by our merchants there are currently no direct fees associated with the certification of compliance with PCI Standards, however, this may not apply to your particular circumstances and you should carefully check the applicable PCI Standards and associated certification procedures. We also cannot guarantee that any currently free certification procedure will remain free of charge. The cost of compliance with applicable PCI Standards and any associated fees shall be borne by you.
12. Term and Termination of Service
12.1. The term of the Service begins on the date you create, download and connect your Application or Free Application to your Payment Platform or create an Account directly with Control, and continues until terminated as contemplated below.
12.2. We may immediately terminate your access to the Service (and/or any portion thereof) for violation of these Terms, for illegal or improper use of the Service, your content, Account or our intellectual property, as determined by us. In this event, we may alternatively issue you a warning, suspend your Account, or temporarily or permanently ban your device and/or machine from accessing all or a certain Service.
12.3. If we terminate your access to the Service, you may not participate in the Service again without our express permission. We reserve the right to refuse to keep an account for, or provide the Service to, any individual. You may not allow individuals whose Accounts have been terminated by us to use your Account.
12.4. If your Account or any portion of your access to the Service is terminated, suspended or cancelled, your data and Personal Information will be deleted from our user registration database in approximately 90 days. This delay is necessary to discourage users from engaging in fraudulent activity. Please note that any information that we have copied may remain in back-up storage for some period of time after your deletion request. This may be the case even though no account information remains in our active user databases.
12.5. If your Account or any portion of your access to the Service is terminated or suspended, no refund will be granted, and you will have no further access to your Account or the particular Service. If you believe that any action has been taken against your Account or device in error, please contact Customer Support at [email protected]
13. Disruption to Service
13.1. From time to time, Control will perform maintenance and upgrades of the Service, which may result in interruptions, delays or errors in the Service. Control shall try to communicate any planned maintenance in advance, but cannot guarantee that such notification will always be provided.
13.2. In addition, the Service may contain errors or “bugs” that may lead to interruptions and errors. The User understands this and accepts that Control may contact the User in order to help the User with the Service and also to request information needed to identify and remedy such errors.
14. Cancellation of Service
14.1. You have the right to cancel your Service at any time. Delete the Application and Free Application by tapping the logout button on the Control menu from your iPad/iPhone/Android, closing the Application, then uninstalling the Application.
14.2. It is your responsibility to disconnect access by Control to your Payment Platform by deleting Control directly within the “Connected Apps” section of your Payment Platform.
14.3. If you have subscribed for the Control service directly from www.getcontrol.co using your own billing data, you must contact us at [email protected] if you want your Account cancelled and to opt out from future communication. All paid subscription payments will not be refunded.
14.4. If you do not agree to the Terms, your sole remedy is to stop using and to request us to cancel the Service.
14.5. You understand and agree that the cancellation of the Service is your sole right and remedy with respect to any dispute with us, including any dispute related to, or arising out of: (1) these Terms or our enforcement or application of these Terms; (2) the Service or any change thereto; (3) your ability to access and/or use the Service; or (4) the amount or type of fees, surcharges, applicable taxes, any change to the fees, surcharges or billing methods for the Service.
14.6. Any delinquent or unpaid fees and other unresolved issues with the Service must be settled before you establish a new Account or attempt to reinstate the Service.
14.7 Refunds of the paid subscription fees will not be provided unless (1) you have sent a cancellation request to [email protected] but you are still being billed by Control after the request has been made, (2) we are required to do so by law.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat or work around those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
16. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY CONDITION OF DURABILITY, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, NEITHER CONTROL NOR ITS AFFILIATES SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, THE “CONTROL PARTIES”) WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SERVICE OR ITS SOFTWARE WILL BE CORRECTED.
17. Limitations; Waivers of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CONTROL PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, PRODUCTS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (v) OUR ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (vii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS; OR (Viii) ANY OTHER MATTER RELATING TO THE SERVICE.
OUR MAXIMUM LIABILITY ARISING OUT OF OR IN THE CONNECTION WITH THESE TERMS AND ANY USE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL IN NO CASE EXCEED THE GREATER OF (i) FEES PAID BY YOU FOR THE PREVIOUS 12 MONTHS, AND (ii) $100.00.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18. Release and Indemnification
You agree to indemnify, save and hold the Control Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, violation of these Terms, or breach of the representations, warranties and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
19. Updates to the Terms
We reserve the right to modify these Terms at any time. We may provide you with notice of such modifications by sending you an email message or posting a message on the Service. Your continued use of the Service will signify your acceptance of the modifications to the Terms.
20. Entire Agreement
21. Law and Forum for Legal Disputes
These Terms and any dispute arising out of or related to it or the Service will be governed in all respects by the laws of the Province of British Columbia as they apply to agreements entered into and to be performed entirely within British Columbia between British Columbia residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against us must be resolved exclusively by a court located in Vancouver, British Columbia. You agree to submit to the personal jurisdiction of the courts located within Vancouver, British Columbia for the purpose of litigating all such claims or disputes.
22. Waiver and Severability
Any failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any portion of these Terms or any other Control policy is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
24. Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.