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Terms of Service

Last Updated November 22, 2021

Welcome to Gordeon!

We at Gordeon ("Gordeon", "we", or "us") agree to provide various business and payment services (the "Services") to you and your business ("you"). This web page (the "General Terms"), in addition to the documents linked on the left of this web page ("Appendices") are the agreement (the "Agreement") which sets out how our Services will be provided to you. By using the Services, you agree to be bound by the following terms and conditions in this Agreement, including the Acceptable Use Policy and the Privacy Policy described below. You agree that any new features or tools which are added to the Services shall also be subject to the Agreement. 

The Agreement contains provisions that govern the resolution of all claims between you and Gordeon, including an agreement and obligation to arbitrate disputes. The arbitration clause requires you to submit claims that you may have against Gordeon to binding arbitration and to waive your rights to class-action proceedings.

In order to provide the Services to you, Gordeon must comply with various laws, rules and obligations Gordeon has to others. One of the purposes of the Agreement is to make sure that Gordeon can comply with these obligations and provide the Services to you.

Subject to this Agreement, Gordeon is acting in the capacity of a "Payment Service Provider" (under the Visa Rules), a "Payment Facilitator" (under the MasterCard Rules) and an "Third-Party Sender" with respect to Bank Payments and will provide you the Services as described herein. Gordeon provides processing services with respect to credit card or bank payment transactions including Visa U.S.A., Inc. ("Visa"), MasterCard Worldwide ("MasterCard"), DFS Services LLC ("Discover Network"), American Express, JCB, Discover, Diners Club, and the National Automated Clearing House Association ("NACHA") (collectively, "Associations"). We intend for you to be able to accept transactions for all of these Associations, except where industry-specific Association restrictions apply. You must read, agree with and accept this Agreement before you may apply for an account or use the Services.

1. Information Collected Automatically Via The Internet

1.1 "Acquirer"
Shall mean Elavon, LLC and Elavon Canada, which is the entity contracted by Gordeon to submit sales drafts and transaction information to the Associations on behalf of Gordeon and to receive and pay to Gordeon settlement funding for such sales transactions and that is a member of the Associations.

1.2 "Agreement"
Consists of these General Terms, Acceptable Use Policy, Privacy Policy and Financial Services Terms including all appendices, schedules, exhibits and attachments.

1.3 "Authorized Deductions"
Means (a) any refunds to a Customer processed by us at your request; (b) any Chargebacks and/or indemnity claims made by a Customer; and (c) any Failures.

1.4 "Bankholder"
Means a Customer authorized to use a bank account for a Bank Payment.

1.5 "Bank Payment"
Means a Transaction where the funds are drawn directly from a Bankholder's bank account.

1.6 "Business Day"
Means any day other than: Saturday or Sunday; or a day on which banking institutions in the United States are authorized by law to be closed; or a day on which the Federal Reserve Bank is closed.

1.7 "Card"
Means a Visa, MasterCard, American Express or Discover Network credit card or debit card.

1.8 "Card-Not-Present"
Means mail order, telephone order, e-commerce order, internet order, or other transactions that are not Card-Present Transactions.

1.9 "Card-Present Transaction"
Means a Transaction in which the Card is processed through a terminal, register or other device, capturing the Card information encoded on the magnetic strip or chip.

1.10 "Cardholder"
Means a person authorized to use a Card.

1.11 "Chargeback"
Means a Transaction that Gordeon returns to you pursuant to this Agreement or the Operating Rules. A Chargeback typically arises when a Cardholder has a dispute with you about the goods or services provided in relation to a Transaction. Other situations where a Chargeback can occur are described in more detail later in this Agreement.

1.12 "Customer Mandate"
Means the authority provided by the Customer which authorises you to take Bank Payments and pursuant to which you will make Payment Orders.

1.13 "Customers"
Means your customers, to whom you provide goods or services.

1.14 "Failures"
Means any collections attempted from Customers by us, on your behalf, that do not result in a successful Transaction, or that are initially a successful Transaction that is later reversed by the Customer's bank or other financial institution."

1.15 "Issuer"
Means an Association member that issued a Card to a Cardholder.

1.16 "Payment Order"
Means a request made by you through the Gordeon Dashboard for a Bank Payment to be made by a Customer to you, for a specified amount on a specified date.

1.17 "Payment Timings Deadline" means 4:30pm local time in Calgary, Alberta on the day that the Payment Order is to take effect.

2. Account Requirements

a. You must be 18 years old or older, have a valid SSN, and at least the age of majority in the jurisdiction where you reside and the jurisdiction from which you use the Services.

b. To access and use the Services, you must apply for an account
(the "Account") by providing Gordeon your

i. full legal name;
ii. business name (if applicable);
iii. mailing address;
iv. phone number;
v. email address; and
vi. any other information indicated as required
(collectively your "Contact Information").

c. Gordeon may reject your application for an Account, or cancel an existing Account, for any reason, in its sole discretion. You agree that you will keep your Contact Information correct, accurate and complete and that you will contact Gordeon if there are any changes to your Contact Information or other information about your business, including your business activities, your representatives, beneficial owners, principals, or any other pertinent information, including but not limited to tax information or tax identification numbers. We may suspend your Account or terminate this Agreement if you fail to keep this information current.

d. Gordeon has developed a comprehensive set of tools as part of the Services to assist you in running your business. You can manage your Account through the Gordeon Dashboard, as well as view important notifications and reports. Gordeon also provides access to a comprehensive API through which you can access the Services programmatically. You may only use the API in accordance with the Gordeon Developer API Documentation and this Agreement. You are responsible for all activity that occurs in relation to your API Tokens; do not publish or share your API Tokens with unauthorized persons. As with every part of the Services, the functionality and documentation for the API are subject to change from time to time. We will notify you through the Gordeon Dashboard if any API functionality is changed, deprecated or removed.

e. You acknowledge and agree that Gordeon will use the Gordeon Dashboard and email address you provide as the primary methods for communication.

f. You agree that we can also provide any notices regarding the Services to you through Gordeon's website, through the Gordeon Dashboard or via email or regular mail. You agree that any notice sent via electronic means has the same legal effect as a physical copy. You agree that such notices may contain urgent or time-sensitive information and to review all such notices within 48 hours. You may withdraw this consent by terminating your Gordeon account as described below and discontinuing your use of the Services.

g. You are responsible for keeping your username, password, account PIN, and any API Tokens secure (collectively your "Login Information"). Gordeon cannot and will not be liable for any loss or damage from any failure by you to protect your Login Information.

h. You authorize us to send Text/SMS messages or emails for the purposes of verifying your identity through two-factor authentication in conjunction with your Login Information. Data or messaging charges may apply to such notices.

i. You are responsible for all activity on your Account and any content including, but not limited to, data, text, links, information, materials, illustrations, layout, images, photos, graphics, videos and audio files that are created, generated, uploaded to, or provided by your Account, but not including credit card information or bank account information where such information is stored in our system correctly (collectively, "Account Content").

j. Your use of the Services and Account Content must comply with Gordeon's Acceptable Use Policy (the "AUP") which is available at https://legal.Gordeon.com/us/acceptable-use-policy/.By agreeing to the Agreement, you agree that you have read, understood and agree to the AUP – please take the time to read the AUP as it includes important terms which apply to you. You agree to reimburse Gordeon for all fees, fines, losses or other costs that Gordeon incurs arising from Account Content that is in breach of this agreement or the AUP.

k. If you create user profiles to allow other individuals access to your Account and Account Content ("Secondary Users") you agree that you are responsible for all activity on your Account including all Secondary User activity. You agree to ensure that all Secondary Users are aware of, and abide by, the Agreement.

l. With respect to Account Content, you agree:

i. to allow others to view your Account Content;
ii. to ensure that your Account Content complies with the AUP;
iii. to allow Gordeon to display and store your Account Content;
iv. that Gordeon can, at any time, review your Account Content; and
v. that you are responsible for compliance of your Account Content with any Applicable Laws or regulations.

m. With respect to Account Content, you agree:

i. transmitted unencrypted over public or private networks; or
ii. modified to conform and adapt to technical requirements of connecting networks or devices.

n. Any breach or violation of the Agreement, as determined in Gordeon's sole discretion, may result in an immediate termination of your Account and/or deletion of any Account Content.

3. Account Activation

a. Subject to section 2(b), the person signing up for the Account will be the contracting party for the purposes of the Agreement and will be the person who is authorized to use any corresponding Account and Login Information Gordeon may provide in connection with the Services.

b. If you are signing up for an Account on behalf of your employer or principal, then you represent and warrant that you have the authority to bind your employer or principal to the Agreement.

c. At any time during the term of this Agreement and your use of the Services, we may require additional information or documentation in relation to you for the purpose of

i. verifying identity or other information; or
ii. assessing risk.

d. You also authorize us to obtain information about you from third parties, such as credit reporting agencies and information bureaus, and you authorize and direct those third parties to assemble and provide us the information we request.

e. We may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement or require you to provide other security, such as a personal or company guarantee. Your failure to provide this information or such guarantee may result in suspension or termination of your Account.

f. In the event that

i. you are the subject of any bankruptcy or insolvency proceeding, application, receivership or similar event, whether involuntary or voluntary (a "Bankruptcy Petition");
ii. there is a significant adverse change in your financial condition, including any planned liquidation or substantial change in the nature of your business;
iii. there is a sale, or transfer of more than 25% of your assets that is not in the ordinary course of business;
iv. there is a change in control or ownership of your business (or any parent entity); or
v. you are subject to a judgment, attachment, execution, levy or lien against at least 25% of your assets;

g. In the event of a Bankruptcy Petition, you will include Gordeon on the list of creditors filed with any court or tribunal in respect of the Bankruptcy Petition.

h. You agree that this Agreement cannot be assigned by you in the event of a Bankruptcy Petition as this Agreement is a contract for the advance of money or credit within the meaning of Paragraph 11.01(b) of the Companies' Creditors Arrangement Act (Canada), Paragraph 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada) and Section 365 of the Bankruptcy Code (US) as applicable; you acknowledge that without this sentence, Gordeon would not have entered into this Agreement.

3. Account Activation

a. Subject to section 2(b), the person signing up for the Account will be the contracting party for the purposes of the Agreement and will be the person who is authorized to use any corresponding Account and Login Information Gordeon may provide in connection with the Services.

b. If you are signing up for an Account on behalf of your employer or principal, then you represent and warrant that you have the authority to bind your employer or principal to the Agreement.

c. At any time during the term of this Agreement and your use of the Services, we may require additional information or documentation in relation to you for the purpose of

i. verifying identity or other information; or
ii. assessing risk.

d. You also authorize us to obtain information about you from third parties, such as credit reporting agencies and information bureaus, and you authorize and direct those third parties to assemble and provide us the information we request.

e. We may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement or require you to provide other security, such as a personal or company guarantee. Your failure to provide this information or such guarantee may result in suspension or termination of your Account.

f. In the event that

i. you are the subject of any bankruptcy or insolvency proceeding, application, receivership or similar event, whether involuntary or voluntary (a "Bankruptcy Petition");
ii. there is a significant adverse change in your financial condition, including any planned liquidation or substantial change in the nature of your business;
iii. there is a sale, or transfer of more than 25% of your assets that is not in the ordinary course of business;
iv. there is a change in control or ownership of your business (or any parent entity); or
v. you are subject to a judgment, attachment, execution, levy or lien against at least 25% of your assets;

g. In the event of a Bankruptcy Petition, you will include Gordeon on the list of creditors filed with any court or tribunal in respect of the Bankruptcy Petition.

h. You agree that this Agreement cannot be assigned by you in the event of a Bankruptcy Petition as this Agreement is a contract for the advance of money or credit within the meaning of Paragraph 11.01(b) of the Companies' Creditors Arrangement Act (Canada), Paragraph 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada) and Section 365 of the Bankruptcy Code (US) as applicable; you acknowledge that without this sentence, Gordeon would not have entered into this Agreement.