User Agreement

This Agreement is between you and Numo Corp. (“Numo”)
and governs your use of all our Services.​

By using Numo’s Services,  you accept all of the terms and conditions in this Agreement and other agreements and our Privacy Policy, as may be applicable to you from time to time.  These will be published in the Help Centre of the Numo app and on our website.

You should read all of these terms and conditions carefully.

Acceptance of this Agreement

By using our Service, downloading the Numo app or accepting this agreement in the Apple App Store or the Google Play store, at the time of download, you are agreeing to the terms and conditions of this agreement. When you create a Numo account using the Numo app, you are confirming your agreement of the terms and conditions of this agreement. If you do not wish to terminate this Agreement, you must stop using our Services and close your account.

Amendments:

We may amend this Agreement, at any time, without your consent, and we will notify you by posting such amendments on our website at getnumo.com/legals. The revised version will be effective at the time we post it.

If the revisions include a Substantial Change, we will provide 10 Days’ notice.  This applies to changes in: 

  • the Fee Schedule; and

  • material changes to these Terms of Service.

 

This is an important document which you must consider carefully when choosing whether to use Numo’s Services. 

 
Our Relationship with You
Numo is Only a Payment Service Provider

Numo helps you to make and accept payments from third parties. Numo is an independent contractor for all purposes, except that Numo acts as an agent with respect to the custody of your funds. Numo does not have control of or liability for the products or services that are paid for with our Services. We do not guarantee the identity of any User or ensure that a counter-party will complete a transaction.

Your Privacy

Protecting your privacy is very important to Numo.  We don’t sell, rent or disclose your personal information to any third party for marketing, sales or any similar use except in compliance with our Privacy Policy.

Your Information

You are also responsible for keeping your information up to date in Settings -> your Account Profile.

Password Security

You are responsible for maintaining adequate security and control of any and all user IDs, login information, passwords, personal identification numbers (PINs), or any other codes that you use to access Numo’s Services.  For security and convenience, we suggest you set up and use the Touch ID® (on your Apple device), TouchWiz (on your Samsung device) or the equivalent feature on other mobile devices.

Mobile App

You are using the Numo mobile app. You are responsible for any fees that your telecom provider charges for such use, including fees for SMS or data usage.

Contacting You

Numo may contact you, by phone, text message or email, in regards to:

  1. notices on your Account or its activity;

  2. investigate or prevent fraud; or

  3. collect an outstanding amount owed to us.

Contacting Numo

Please use the methods described at Contact Us to send Numo any inquires that you may have.  

Your Choices

You consent to receive data and/or text messages in order to use Numo’s Services.

You agree that this Agreement, the Service, all transactions, notices, instructions, agreements or any other communications regarding your Account or the Service (collectively referred to as “Communications”) shall be presented, delivered, executed, stored, retrieved and transmitted electronically and/or executed (as the case may be) using electronic records and electronic signatures, and shall have the same force and effect as a signed original version of the Communication.

In addition, you hereby expressly consent to us contacting you via email or other digital means in order to deliver advertisements and other promotional material.  You can withdraw your consent at any time in writing by sending an email through Contact Us.

You may revoke your consent at any time by uninstalling the Numo app and closing your Account. We respect your opt-out instructions and decision to terminate your Account. However, because we are required to communicate certain types of information to our customers in accordance with contractual or other legal or regulatory obligations, you may still receive some communication from us after you close your Account

 
User and Merchant Accounts

To be eligible to use the Services, you must be at least 16 years old and a resident of Canada, when you open the Account.

Personal and Merchant Accounts.

We offer the following types of Accounts:

User Accounts: This is a personal Account, allowing User to User payments, User to Merchant payments and digital wallet functionality.

Merchant: By opening a Merchant Account and accepting the terms of this Agreement, you confirm that you are using the Account, in association with your business and not primarily for personal, family, or household purposes. Merchant Accounts have a great level of responsibility. 

Identity Authentication

For all Accounts, we are required certain confirmations of your identification. However, by law we are required to validate your identity, using your government issued ID, if you use certain Services like:

  • connecting to a bank account; and

  • conducting cash withdrawals; and

  • in the case of a Merchants account, upon opening

 

We may use certain of the personal information you provide to conduct this validation which may include electronic ID services. If used, you consent to the use of your personal information to access and positivity identify you which may include accessing your credit file with the credit bureaus in your local jurisdiction. If we are unable to obtain or verify your identity, Numo reserves the right to close, suspend, or limit access to your Account and/or the Services.

You authorize Numo, directly or through third parties, to do any of the foregoing and we may require you to reconfirm your identification on a periodic basis.

Credit Report Authorization

If you open a Merchant Account, Numo may obtain a business credit report from a credit reporting agency. You are also authorizing Numo to obtain your personal and/or business credit report: (a) when you upgrade your User Account to a Merchant Account, or (c) at any time Numo reasonably believes there may be an increased level of risk associated with your Merchant Account.

Third Party Permissions

You are not permitted to allow third-parties to access your personal User Account. However, for Merchant Accounts you may permit a third party makes transactions or access information, on your behalf as long as they are registered as a User under your Merchant Account, you acknowledge that:

  • Granting permission to a third party does not relieve you of any of your responsibilities under this Agreement; and

  • Numo is not responsible for actions taken by third parties in respect of your Account. You hereby indemnify Numo, its officers, directors, shareholders, affiliates, agents, successors and assigns from, any liability arising from the actions or inactions of the third party in connection with the permissions you grant.

 

You may change or remove these permissions at any time by changing your settings in

your Account Profile.

 
Numo’s Services
Restricted Activities

You shall use all efforts to ensure that you do not access, store, distribute or transmit any viruses, or any material during the course of use of the Services. In addition, you shall not user the Service in order to:

  • conduct activities or make payments towards a use that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

  • facilitate illegal activity;

  • depict sexually explicit images;

  • promotes unlawful violence;

  • facility discriminatory acts based on race, gender, colour, religious belief, sexual orientation, disability; or

  • further any illegal act or cause damage or injury to any person or property,

 

and Numo reserves the right, without liability or prejudice to its other rights to you, whether prior notification is given or not, to disable your access to the Service if you  breach the provisions of this clause.

Taxes

If taxes apply to any payments you send or receive using Numo, you are responsible for them. Numo is not your agent for any collection, remittance or payment of any taxes. Numo cannot not determine if you are liable for any taxes, nor will Numo collect or pay any taxes that may arise from your use of our Services.

Fees

Numo charges fees for the use of certain services. Consult our Fee Schedule for details.

No Merchant Surcharges

Users of Merchant Accounts may not impose a surcharge or any other fee for accepting Numo as a payment method, or facilitating a Cash transaction. Numo may close your Account if you are found to have charged a surcharge for the use of Numo and Numo may deduct the surcharge and send such amount back to the User for your breach of this Section.

 
Account Balances
Balances

You do not need to keep a Balance in your Account in order to keep the account open. Accounts zero balance, may be considered inactive after 90 days, and may be closed by Numo.

If you do hold a Balance, Numo will hold your funds separate from its corporate funds.  Numo will combine your funds with the funds of other Users and collectively place those funds into Pooled Accounts with one or more banks. These Pooled Accounts will be held in Numo’ s name for the collective benefit of its Users and Merchants. Numo will not use your funds for its operating expenses or for any other corporate purposes. Numo will not voluntarily make your funds available to its creditors in the event of bankruptcy.

No interest paid on balances

Numo does not pay interest on the balance in your account.

Negative Balances

If your Account has a negative Balance, and your Account is connected to your bank account, then Numo will to request a pre-authorized debit from your bank to offset the negative Balance. If you receive funds from another User prior to Numo initiating a pre-authorized debit, Numo will apply the funds received from another User to your account first to offset the negative balance before it initiates a pre-authorized debit.

Dormant Accounts

You acknowledge that in the event that no transactions occur in our Account for a period of six (6) months, Numo may designate your Account as “inactive.” If you request to reactivate your Account, you agree to provide whatever information and execute such additional documentation as Numo may reasonably require, and to be bound by the version of this Agreement in effect at such time. After such six (6) month period of inactivity, Numo may, without advance notice to you, charge your Account a monthly inactivity fee for each month the Account remains inactive by debiting the inactivity fee from your Account. The monthly inactivity fee is detailed in the Fee Schedule.

Security Interest

To secure your performance of this Agreement, you grant to Numo a lien on and security interest in the funds held in your Account in the possession of Numo.

Withdrawing Account Balances

You can withdraw funds by:

  1. transferring your credit Balance to your bank account, or

  2. through a Get Cash transaction with a participating Numo merchant.

 

Limitations:

Depending on the degree to which you have verified your Account via customer identity verification process, we may limit your withdrawal of funds. Numo Merchants set withdrawal limits for Get Cash transactions and may increase or decrease these limits at their discretion. We may delay withdrawals of large sums of money while we perform a risk review.

Withdrawing Promotional/Incentive Credits

Numo may offer its clients promotional or process incentives from time-to-time. These incentives may take the form of monetary credit to our client’s Numo accounts, offers of prizes and/or other benefits.

In the case of monetary credit to client’s Numo accounts, these balances may be used to make purchases with Numo merchants and/or sent to other Numo clients for their purchases, but they may not be withdrawn to client’s bank accounts.

In the case of prizes and/or other benefits, these incentives will take the form as determined by Numo and provided in a method selected by Numo.

Limitations on Promotions and Incentives

Incentives are valid for a period of time only and may expire at a future date, at Numo's discretion.

Closing Your Account

You can close your Account at any time, without penalty.  This terminates your relationship with Numo. You must cancel any pending transactions and withdraw your Balance prior to closing your Account.

Limitations:

You may not close your Account to evade an investigation or a chargeback.  If you attempt to close your Account while we are conducting an investigation, we may hold your funds for up to 90 days.  This is to protect Numo, or a third party against the risk of Reversals, chargebacks, claims, fees, fines, penalties and other liabilities.  You shall remain liable for all obligations related to your Account even after the Account is closed for a period of up to two (2) years.

 
Transfers between Numo and your bank account
EFT’s (electronic funds transfer)

When you “Refill your Wallet” or “Transfer to Bank” through the Numo app, you are requesting an Electronic Funds Transfer (EFT), this is an Pre-Authorized Debit (PAD) or Credit, to or from your bank account, for the requested amount. YOU HEREBY AUTHORIZE TO NUMO TO MAKE PRE-AUTHORIZED DEBIT (PAD) OR CREDIT ON YOUR BEHALF. Once EFT’s have been requested it cannot be cancelled. You hereby authorize Numo and your financial institution to begin debits or credits as per your instructions for one-time payments, from time to time, to or from your Account.

Numo will obtain your authorization for any other one-time (or sporadic) debits or credits by requiring your password or biometric (thumbprint) to confirm a transaction which shall have the details of the amount and other pertinent information regarding the Pre-Authorized Debit (PAD) .

This authority is to remain in effect until Numo has received notification from you of its change or termination. You may access a Termination Form on the Numo website at [URL].  This notification must be received at least ten (10) business days before the next debit is scheduled. You may also obtain a sample cancellation form, or more information on my/our right to cancel a Pre-Authorized Debit Agreement (PAD) at my/our financial institution or by visiting  www.payments.ca.

Numo may not assign this authorization, whether directly or indirectly, by operation of law, change of control or otherwise, without providing at least 10 days prior notice to you.

You have certain recourse rights if any debit does not comply with this agreement. For example, you have the right to receive reimbursement for any Pre-Authorized Debit/Credit that is not authorized or is not consistent with this Agreement. Should you have any concerns arising from transfers to or from your bank account, first contact Numo at Contact Us. We will prioritize reviewing your concern and provide timely feedback. You may also obtain a form for a Reimbursement Claim, or view more information on your recourse rights, by visiting your financial institution or by visiting www.payments.ca .

NSF

If an EFT is returned for insufficient funds, you give Numo the right to resubmit an EFT debit for a lesser amount or resubmit the original amount.  An NSF fee will apply – see the Fee Schedule. You are liable for any shortfall of funds arising from an NSF transaction.

Bank Account Changes

If your bank account information changes, you must update this immediately in the app in order to prevent any failed transactions and associated fees.

Risk of Reversals, Chargebacks and Claims

When you send or receive a payment, you are liable to Numo for the full amount of the payment sent or received plus any Fees and charges should the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent or received, plus the applicable Fees listed in Section 8 (Fees) of this Agreement if you lose a claim or a chargeback, or if there is a Reversal of the payment. You agree to allow Numo to recover any amounts due to Numo by debiting the Balance in your Account. If there are insufficient funds in your Balance to cover your liability, you agree to reimburse Numo through other means. If a sender or receiver of a payment files a chargeback, the originating bank, not Numo, will determine who wins the chargeback.

 
Transactions
Transaction Validation

When a User or Merchant initiates a transaction, we collect and save the transaction details including the following:

  • Transaction details:

    • Transaction amount and comments

    • Time / Date / Geolocation

  • Sender details:

    • Name

    • Phone number

  • Recipient details:

    • Name (if the recipient is a Numo Client),

    • Phone number

  • Sender authentication:

    • Your PIN Code; or

    • Touch ID authentication, if permissioned

 

Immediate status notifications will be provided to the sender.  The recipient will receive notifications, in-app or via text message.

Transaction History

You may view your Transaction history by logging into the Numo app and selecting Transactions.

Transaction Limits

Numo may limit the amount of money you can send or receive.  This is to help protect the integrity of the Services, our Users from loss, prevent fraud and limit the risk of money laundering and/or terrorism financing. If you have a provided identification information when connecting your bank account to your Account, we may increase those limits.

Refused and Refunded Transactions

When you Send Money, the recipient will be notified and may automatically be credited if they already have an Account with Numo. If the recipient is not currently a Numo User, they will be notified, by text message, repeatedly.  They will receive instructions to download, install and set up a Numo Account.  Once completed, they will be credited that payment amount.   If the recipient does not follow these steps, you will be Notified that the payment has not been credited. Any unclaimed, refunded or denied payment will be returned to your Account, within 30 Days of the date you initiated payment.

Sending Money

When you Send Money to another Numo User, Numo will debit the Balance in your Account, and credit the recipient’s Account. If the balance is insufficient and you have connected a bank account, then Numo may use a Pre-Authorized Debit to withdraw funds from your bank account to facilitate the transaction. You will receive a confirmation of the transaction in the Recent Transactions screen.

Paying Merchants

When you make a payment, Numo will debit the Balance in your Numo Account, and credit the recipient Merchant’s Account. If the balance in your Account is insufficient and you have connected a bank account, then Numo may use a Pre-Authorized Debit, to withdraw funds from your bank account to facilitate the transaction. You will receive a confirmation of the transaction in the Recent Transactions screen of the Numo app.

Making a Cash Withdrawal

When you make a withdrawal from your Account, Numo will use the Balance in your Numo Account, and if the balance is insufficient we will request additional funds from your bank account. You will be charged a fee for this Service – see the Fee Schedule.

Making a Cash Deposit

When you make a deposit, Numo will credit the Balance in your Numo Account immediately. You will not be charged a fee to deposit money to your Account.

 
Your Liability – Actions We May Take
Risk Monitoring

Numo is required, by law, to monitor all accounts for suspicious or high risk activity as defined by FINTRAC and Anti-Terrorist Financing requirements.

You represent and warrant that none of the funds deposited to your Account represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) (the “PCMLA”) and you acknowledge that Numo may in the future be required by law to disclose your name and other information relating to the Transactions in your Account, on a confidential basis, pursuant to the PCMLA, and to the best of your knowledge: (i) the funds deposited to your Account: (A) have not been or will not be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction; or (B) are not being tendered on behalf of a person or entity who has not been identified to Numo; and (ii) you shall promptly notify Numo if you discovers that any of such representations ceases to be true, and to provide Numo with appropriate information in connection therewith.

Furthermore PCMLA and Numo’s own internal anti-money laundering policies may require you to furnish further identification concerning the beneficial ownership of your Account and/or information concerning the source of funds deposited to, or the destination of funds withdrawn from, your Account before such deposit or withdrawal, as the case may be, can be processed. You agree that Numo shall not be liable for any loss, damage or expense of any kind which you or any third party may suffer as a result of Numo’s failure to process a transaction requested by you, in Numo’s reasonable opinion, you have not satisfactorily provided such identification and/or information. You warrant and represent that any transactions undertaken by you will not breach any applicable rules and regulations designed to avoid money laundering.

If you are a corporation, partnership trust or other entity, you warrant, represent and covenant that you:

  • where required, have adopted and implemented anti-money laundering policies, procedures and controls that comply with, and will continue to comply in all respects with, the requirements of applicable anti-money laundering laws and regulations;

  • have established the identity of all beneficial owners of the Account, hold evidence of such identities and will make such information available to Numo upon request; and

  • have ascertained that none of the beneficial owners of the Account is prohibited from undertaking transactions from your Account.

General

You are responsible for all Reversals, chargebacks, and fees incurred by Numo, a User, a Merchant or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse Numo, a User, or a third party for any and all such liability.

Reimbursement for Your Liability

If you are liable for any amounts owed to Numo, we may charge the amount to your Account. If there is sufficient Balance the remaining Balance will be used and a Refill Wallet request may be initiated. Additionally, Numo may engage in collection efforts to recover such amounts from you and you will be responsible for all collection costs including but not limited to legal fees, interest, court fees and other fees incurred.

 
Actions by Numo
Risk-Based Holds

If Numo believes there may be a high level of risk associated with you, your Account, or any or all of your transactions, then Numo, in its sole discretion, may place a hold on any or all of the payments you receive or payments you intend to make.  Numo’s determination may be based on a number of different factors and Numo may rely on information it receives from third parties. If Numo withholds payment, the funds will appear as “Pending” and you with receive a notice of these actions.

Disputed Transaction Holds

If you wish to dispute a hold, please Contact Us.

Account Closure, Termination of Service, Limited Account Access

If we close your Account, or Limit Access we will provide you with notice of our actions. Numo’s decision to take these actions, may be based on confidential criteria that is essential to our of risk management and the security of Users’ Accounts and Numo’s Services. Subject to applicable laws, Numo may chose not to disclose the details of its risk management or its security procedures.

Resolution Procedures
In case of Disputes, Contact Numo First

If a dispute arises between you and another user of Numo’s Services, our goal is to hear about it and address your concerns. Please report issues to Customer Service first. When such an issue is reported, Numo will undertake best efforts to recover funds on your behalf if Numo believes they were wrongfully sent. There is no guarantee that you will receive any funds back. Numo is under no obligation to repay you for any funds sent from your Account.

Unauthorized Transactions and Processing Errors

This may occur when money is sent or received in your Account that you did not authorize. One example is if someone steals your password, uses that password to access your Account, and sends a payment from your Account, then an unauthorized transaction has occurred. If you give someone access to your Account (by giving them your password) and they conduct transactions without your knowledge or permission, YOU ARE RESPONSIBLE FOR ANY RESULTING USE. These transactions are not covered under any Numo protection programs. Numo is also not responsible for any losses by a Merchant User who grant access to a User under their Account and that User sends payments that weren’t authorized.

Notification Requirements

You should immediately notify Numo if you believe:

  • there has been an unauthorized transaction;

  • unauthorized access to your Account;

  • there is an error in your Account Profile or activity or transaction Notification sent to you by email;

  • your password or PIN has been compromised;

  • the mobile device on which you have installed the Numo app has been lost, stolen or deactivated; or

  • you need more information about a transaction or transaction Notification.

 

Use our contact information at our Contact Us page to notify us immediately.

Numo will send you an in-app notification for of each incoming transaction on your Account. You should regularly review your transactions to ensure that there has not been an unauthorized transaction or processing error. If you suspect unauthorized transactions or processing errors, Contact Us.

Numo Actions after Receipt of Your Notification

Once notified, Numo will conduct an investigation to determine whether there has been an unauthorized transaction or processing error that is eligible for protection. We will complete our investigation within 10 Business Days of the date notification. We will inform you of our decision within 3 Business Days after completing our investigation. If we determine that there was an error, we will promptly credit the full amount of the error into your Account within 1 Business Day of our determination. If we determine that there was not an error, we will include an explanation of our decision in our email to you. 

Numo Processing Errors

We will rectify any processing error that we discover.

  • If the error results in you receiving less than the correct amount, Numo will credit the difference to your account.

  • If the error results in your receipting more than the correct amount, Numo will debit the difference from your Account.

 

Numo is not liable for any damages or losses caused by Service errors.

General Provisions
Applicable Law

This Agreement is governed by the laws of Ontario, and the laws of Canada, as applicable. You agree to submit to the jurisdiction of the courts of the Province of Ontario in the city of Toronto for the purpose of any suit, action or other proceeding arising out of this Agreement or your use of the Services.

No Waiver

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Indemnification

You hereby agree to indemnify Numo and its directors, officers, employees, advisers, affiliates, shareholders and agents (including its legal counsel) against all losses, claims, costs, expenses, damages or liabilities that they may suffer or incur as a result of or in connection with your breach of any term of this Agreement or the Policies.

Assumption of Rights

If Numo pays out a claim, Reversal or chargeback to your Account that that you have file against a recipient User of your payment, you hereby subrogate your rights to any claim against such User and you agree that Numo assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, at Numo’s discretion. After such payment back to you by Numo you have no further rights against any payment and you hereby release Numo from any losses or damages that may have arisen due to the transaction in question.

Release of Numo

If you have a dispute with one or more Users or Merchants, you release Numo (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. Numo is not and shall not be a party to any dispute. If you name Numo as a defendant in any court action in a claim between you and another User,  you are liable to fulfill the indemnity obligations hereof and agrees to pay all Numo legal fees on a full-indemnity basis.

Intellectual Property

The “GetNumo.com,” “Numo”, “Numo Corp”, and all logos related to the Services are either trademarks or registeredtrademarks of Numo or its licensors. You may not copy, imitate or use them without Numo’s prior written consent.

Merchants using Numo’s Services, may use logos provided by Numo without prior written consent for the purpose of promoting Numo’s Services to the extent that they comply with the branding Policy of Numo. You may not use these marks in a manner that is disparaging to Numo or the Services or display them in any manner that implies Numo’s sponsorship or endorsement.

All rights, title and interest in and to the Numo apps, website, any content thereon, the Services, the technology related to the Services, any Numo trademarks and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Numo and its licensors.

You acknowledge that Numo is the owner of all Intellectual Property Rights associated with the Service and, except as set forth in this Agreement, Numo does not grant any rights to or ownership of the Service to you. You further acknowledge that Numo retains all right, title and interest in the Service and in all improvements, enhancements, modifications and derivative works of the Service including all rights to patent, copyright, trade secret and, attributable to Numo efforts, whether such efforts are independent or based on any recommendations or feedback provided by you to Numo. 

You agree that all trademark and intellectual property notices for the Service will be preserved unmodified.  You hereby acknowledges and agrees that the Service and derivative works constitute and contain valuable proprietary products and trade secrets of Numo, embodying substantial creative efforts and confidential information, ideas, and expressions. You agree not to challenge, directly or indirectly, any right or interest of Numo in the Service nor the validity or enforceability of Numo’s rights under applicable law.  You agree not to directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, Service or derivative work  thereto or to take any other action which may adversely affect Numo’s rights or interest in the Service in any jurisdiction.

You hereby grant Numo a worldwide, non‐exclusive and royalty‐free licence to use the data derived from the Service (including transactional data) (and such licence shall include a right for Numo to allow its agents  and  subcontractors  to  use  the  data)  to  create derived data for its business purposes as Numo sees fit. For these purposes: derived data means data of any kind resulting directly or indirectly from the manipulation, derivation, calculation and/or analysis of the data, whether generated by human or machine and whether alone or in conjunction  with  other data,  provided  that  such  derived data is in an anonymized form and that it is created in such a  way  that  it  is  not  possible  for  a  third  party  to  reverse engineer the data or any part of it; and anonymized form means, in respect of data, in such form as would not enable the  transaction  parties  to  be  identified,  nor  specifics  of  individual transactions,  nor  containing  any  personal  data.  You acknowledge and agree that Numo owns all Intellectual Property Rights in the Derived Data and that the Subscriber does not have any rights to, or in, the Derived Data. 

Limitations of Liability

IN NO EVENT SHALL NUMO (INCLUDING FOR GREATER CERTAINTY, OUR PARENT AND AFFILIATES), AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AGENTS, ADVISERS AND SUPPLIERS OF NUMO, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. OUR LIABILITY (INCLUDING FOR GREATER CERTAINTY, THE LIABILITY OF OUR PARENT AND AFFILIATES OF NUMO), AND ANY OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF: (i) $100.00 CAD OR (ii) ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NUMO (INCLUDING FOR GREATER CERTAINTY OUR PARENT AND AFFILIATES) AND OUR (AND THEIR RESPECTIVE) OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (A) YOUR USE OF OR YOUR INABILITY TO USE NUMO’S SITES AND SERVICES; (B) DELAYS OR DISRUPTIONS IN NUMO’S SITES AND SERVICES; (C) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING NUMO’S SITES OR SERVICES OR ANY SITE OR SERVICE LINKED TO NUMO’S SITES OR SERVICES; (D) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN NUMO’S SITES OR SERVICES OR IN THE INFORMATION OBTAINED FROM THEM; (E) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (F) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (G) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS AGREEMENT OR NUMO’S POLICIES. NUMO RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.

No Warranty

NUMO, OUR EMPLOYEES AND OUR SUPPLIERS PROVIDE THE SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. NUMO, OUR EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Numo does not have any control over the products or services that are paid for with the Services and Numo cannot ensure that Users or Merchants you are dealing with will actually complete the transaction or is authorized to do so.

Numo does not guarantee continuous, uninterrupted or secure access to any part of the Services and operation of Numo’s Services may be interfered with by numerous factors outside of our control.

Numo will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts are processed in a timely manner but Numo makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, including for example, delays in the banking system.

To the extent that the province in which you reside does not permit the disclaimer of implied warranties, the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from province to province.

License Grant

If you are using Numo’s app on your mobile device, then Numo grants you a revocable, non-exclusive, non-transferable license to use the software in accordance with this Agreement.

This includes the software and all updates, for your use only. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all Numo documentation accompanying the Services. If you do not comply with Numo’s implementation and use requirements you will be liable for all resulting damages suffered by you, Numo and third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that Numo owns all rights, title and interest to Numo’s software.

License Grant from Merchants to Numo

Merchant’s using Numo’s Services may display their name, logo, location and hours on Numo’s platform and advertising, for the purpose of identifying you as a Merchant that accepts Numo’s Service subject to the branding policy in effect from time to time.

Termination

Either you or Numo can terminate this Agreement at any time. You may do so by notifying Numo, closing your Account and deleting the Numo App from your device. Numo may do so by providing you notice with immediate effect.

Email Notice

Any reference in this Agreement to “written notice” shall include notice by email, text message or in-app notifications, where there is reasonable certainty that such electronic notice originated either from a valid Numo email address, or from the email address or phone number registered to your Account, as the case may be, and may be relied upon as valid and authentic written communication.

Notices

All reports, statements, notices and any other communication from Numo required pursuant to this Agreement may, at Numo’s discretion, be transmitted to you: (1) by placement on Numo’s Web site at www.getnumo.com; or (2) Contact Us by email, text, in-app notification, regular mail (or some other delivery service) or fax to the email address, telephone number, physical address or fax number reflected in Numo’s records. You shall immediately notify Numo of any change in your email address, physical address by updating your Account Profile. All communications delivered pursuant to this Agreement will be deemed to be received:

  • if delivered in person, when delivered to the addressee at its address for service under this Agreement;

  • if made by mail in North America and to a destination in North America, three (3) Business Days from and including the date of prepaid postage to its address for service under this Agreement;

  • if made by mail outside of North America, or to a destination outside of North America, seven (7) Business Days from and including the date of prepaid postage to its address for service under this Agreement;

  • if by email, text or in-app notification, when transmitted; and

  • if posted on Numo’s website, five (5) Business Days following such posting.

Severability

In the event any one or more of the provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect under the law in any jurisdiction, the validity, legality and enforceability of the remaining provisions under the law of that jurisdiction, and the validity, legality and enforceability of those provisions and any other provisions under the law of any other jurisdiction, shall not in any way be affected or impaired thereby.

Waiver

No indulgence or concession granted by Numo and no omission or delay on the part of Numo in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Time of Essence

Time shall be of the essence of this Agreement.

Amendments

You agree that Numo may change any of the terms and conditions of this Agreement, add additional terms and conditions to this Agreement and/or eliminate any term or condition of this Agreement at any time by posting such amendments, and their effective dates, on Numo’s Web site (https://www.getnumo.com) and sending you an e-mail, text or in-app notification, to the e-mail address, phone number you have given Numo, notifying you that a change has been made. If Numo follows this procedure, you agree that you and Numo will be legally bound by the change, whether or not you actually receive the e-mail or text Numo sends and whether or not you access the change, if you use the Services provided hereunder after the amendment’s effective date. You agree that Numo may change its Services provided hereunder at any time by posting the change on its Web site or providing an app update, and that Numo is not obligated to provide you with any separate notification with respect to such change. YOU AGREE THAT USE OF NUMO’S SERVICES PROVIDED HEREUNDER AFTER A POSTED CHANGE TO THIS AGREEMENT OR TO THE SERVICES MEANS THAT YOU ACCEPT THE CHANGE, WHETHER OR NOT YOU ACTUALLY KNOW OF IT.

Survival

Any provision of this Agreement which by its sense or context is meant to survive the termination of this Agreement shall survive the termination of this Agreement.

Interpretation

In the Agreement unless the context indicates a contrary intention:

  • words importing the singular include the plural (and vice versa) and words denoting a given gender include all other genders;

  • headings are for convenience only and do not affect interpretation;

  • a reference to a Section is a reference to a Section of this Agreement;

  • where any word or phrase is given a defined meaning, any other part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning; and

  • this Agreement shall not constitute an offer to do business or enter into any transaction where such an offer, or transaction would be illegal.

Language

All communications between you and Numo shall be in English or French. The English version of this Agreement and any other communications is the only legally binding version. French translations are not binding and are for convenience only.

FATCA Compliance

Numo may be required to comply with the U.S. Foreign Account Tax Compliance Act (“FATCA”) in respect of accounts maintained at Numo if you are a US person. In this regard, Numo is required to request certain information from you within ninety days of your account being opened. Such information may be requested in the form of a completed tax certification form signed under penalty of perjury. If you do not provide this information Numo will be required to report you as a “recalcitrant account holder” pursuant to FATCA requirements to the appropriate governmental authority. Numo will take all necessary action to be and remain compliant with FATCA as is required by law or agreement between governments. Numo will not be liable for any losses, costs, expenses, damages, liabilities you may suffer as a result of complying with FATCA requirements.

Complete Agreement

This Agreement, along with any applicable policies and agreements at  www.getnumo.com/LegalAgreements, sets forth the entire understanding between you and Numo. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

 
Definitions

Defined terms in this Agreement have the following meanings:

“Account” means a Personal or Merchant Numo account.

“Account Profile” means the section of the app where you can, view and manage your profile, including yourpersonal information. You must be logged in first.

“Add Money” means your ability to add money into your Account through a Payment Method.

“Agreement” means this agreement and any Policies of Numo including all subsequent amendments.

 

“Balance” means any money that you have in your Account.

“Business Days” means Monday through Friday, excluding Holidays.

“EFT” means the Electronic Funds Transfer between your Numo account and bank account which includes a Pre-Authorized Debit or Credit.

“Fees” means those amounts stated in Fee Schedule.

“Information” means any confidential and/or personally identifiable information or other information related to an Account or User, including but not limited to the following: name, email address, billing/shipping address, phone number and financial information.

“Intellectual Property Rights” means all intellectual property rights protected by law throughout the world, including all copyrights, copyright registrations and applications, trademark rights (including trade dress), trademark registrations and applications, patent rights (including the right to apply therefor), patent applications (including the right to claim priority under applicable international conventions) and all patents issuing thereon, industrial property rights, inventions (whether or not patentable), together with all utility and design, know-how, specifications, trade names, mask-work rights, trade secrets, moral rights, author’s rights, algorithms, rights in packaging, goodwill, and other intellectual and industrial property rights, as may exist now and hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States, Canada or of any other state, country or jurisdiction.

“Limit Access” means [what does this mean].

“Merchant” means a User who holds a Numo Merchant Account.

“Numo,” “we,” “us” or “our” means Numo Corp., its successors, assigns subsidiaries and affiliates.

“Numo MerchantBusiness Payments” means payments received by Numo affiliated Merchants. The Numo MerchantBusiness Payment Fee is currently being offered as a pilot program.

“Payment Methods” means one or more bank accounts, credit cards or other digital wallets that Numo has access to conduct ETFs with.

“Policy” or “Policies” means any Policy or other agreement between you and Numo that you entered into on the Numo website, or in connection with your use of the Services.

“Pooled Accounts” means Accounts at one or more banks in which Numo will place User and Merchant Balances.

“Preapproved Payment” means a payment in which the recipient is provided advance Authorization to debit the sender’s Account directly on a one-time, regular, or sporadic basis in accordance with the recipient’s agreement with the sender. Preapproved Payments are sometimes called “subscriptions”, “automatic payments”, “automatic billing” or “recurring payments.”

“Purchase Payment” means a payment received for any of the following: (i) A payment for the sale of goods or services; or (ii) A payment that is sent to, or received by a Merchantbusiness. However, a Numo MerchantBusiness Payment is not a Purchase Payment even if it meets any of the descriptions above.

“Refill Wallet” means when a User requests that Numo create a Pre-Authorized Debit from their bank account to add funds to their Account.

“Restricted Activities” means those activities described in Section 4(a) of this Agreement.

“Reversal” means Numo reverses a payment you received because (a) it is invalidated by the sender’s bank, (b) it was sent to you in error  (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a credit card that did not belong to the sender), (d) you received the payment for activities that violated this Agreement, or any other Numo agreement or Policy, or (e) you owe funds to Numo.

“Send Money” means your ability to send funds through Numo’s Services to a User.

“Services” means all our products and services and any other features, technologies and/or functionalities offered by Numo through the mobile app or through any other means.

“Substantial Change” means a change to the terms of this Agreement that reduces your rights or increases your responsibilities, but does not include: (i) increases to existing fees; (ii) introduction of new Fees for new services; or (iii) changes required to comply with the laws applicable to Numo or you.

“Transaction ScreenDetails Page” means the Numo app section Previous Transactions that displays information about your transactions.

“User” means any person or entity using the Services including you.

“User to User Payment” means amounts sent between two individuals (not to or from a business) without a purchase. Examples of User to User Payments include sending a gift to a friend, or paying a friend back for your share of a lunch bill.

“Verified Account” means an Account status that reflects that Numo is positively ascertained the legal account holder through ID verification.

 

Sorry for the long contract....the lawyers made us to do it.