Terms of Service

These Terms of Service ("Agreement") constitute a legally binding contract between you ("Merchant," "you," or "your") and FluxPay, a trade name of Ideation House Financial Services Limited (CBCA Corporation No. 1419582-5, FINTRAC MSB Registration No. M22512329) ("FluxPay," "we," "us," or "our"), governing your access to and use of FluxPay's payment processing services, APIs, dashboard, and related technologies (collectively, the "Services").

By accessing or using our Services, creating an account, or clicking "I Agree," you acknowledge that you have read, understood, and agree to be bound by this Agreement, our Privacy Policy, and any additional terms and policies referenced herein.

FluxPay reserves the right to modify this Agreement at any time. We will notify you of material changes via email or through the Services at least thirty (30) days before such changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the modified terms.

2.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Be a legally registered business entity in good standing in your jurisdiction of incorporation
• Have the legal authority to bind your organization to this Agreement
• Not be located in, or a resident of, any country subject to comprehensive sanctions by the United States, European Union, or United Nations
• Not be listed on any government-maintained list of prohibited or restricted parties
• Comply with all applicable laws, regulations, and card network rules

2.2 Account Registration

When registering for an account, you agree to provide accurate, current, and complete information about yourself and your business. You must promptly update this information if it changes. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.3 Verification Requirements

FluxPay may require you to provide additional documentation to verify your identity, business legitimacy, and compliance status. This may include, but is not limited to:

• Government-issued identification for beneficial owners
• Business registration documents and certificates of incorporation
• Proof of address and banking information
• Financial statements and tax documentation
• Website URL and business description

Failure to provide requested documentation within the specified timeframe may result in account suspension or termination.

3.1 Service Description

FluxPay provides payment processing services that enable you to accept payments from your customers via credit cards, debit cards, bank transfers, and other payment methods. Our Services include:

• Payment gateway and processing infrastructure
• Intelligent payment routing optimization
• Fraud detection and prevention tools
• Merchant dashboard and reporting analytics
• API access for custom integrations
• Settlement and payout services
• Chargeback management and dispute resolution

3.2 Payment Network Rules

Your use of the Services is subject to the rules, regulations, and guidelines established by payment networks including Visa, Mastercard, American Express, and other applicable card networks ("Network Rules"). You agree to comply with all applicable Network Rules, which may be modified from time to time.

3.3 Settlement and Payouts

Subject to the terms of this Agreement and successful completion of our verification procedures, FluxPay will settle funds to your designated bank account according to the payout schedule specified in your merchant agreement. Standard settlement periods range from T+1 to T+7 business days, depending on your account type, transaction history, and risk assessment.

FluxPay reserves the right to hold, delay, or withhold payouts in cases of suspected fraud, excessive chargebacks, violation of this Agreement, or as required by law or Network Rules. Specifically, FluxPay may initiate a settlement hold under the following conditions:

• Chargeback ratio exceeds 1% of monthly transactions
• Suspected fraud or unauthorized activity
• Regulatory investigation or compliance review
• Merchant's processing volume exceeds approved limits
• Outstanding fees or penalties owed to FluxPay

3.4 Reserves

FluxPay may establish a reserve account to cover potential chargebacks, refunds, or other liabilities. The reserve amount and terms will be communicated to you and may be adjusted based on your transaction history and risk profile.

4.1 Fee Structure

You agree to pay all fees associated with your use of the Services as set forth in your merchant pricing agreement. Fees may include:

• Transaction Fees: A percentage of each transaction amount plus a fixed per-transaction fee
• Monthly Fees: Fixed monthly service fees, if applicable
• Chargeback Fees: Fees assessed for each chargeback received
• Refund Fees: Processing fees for refund transactions
• Currency Conversion Fees: Fees for multi-currency transactions
• Payout Fees: Fees for bank transfers and settlements

4.2 Fee Changes

FluxPay may modify its fee structure with thirty (30) days advance written notice. Continued use of the Services after the effective date of fee changes constitutes acceptance of the new fees.

4.3 Taxes

You are responsible for determining and paying all taxes applicable to your use of the Services and the transactions processed through your account. FluxPay's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes.

5.1 Prohibited Uses

You may not use the Services to:

• Violate any applicable law, regulation, or Network Rules
• Process transactions for illegal goods or services
• Engage in money laundering, terrorist financing, or other financial crimes
• Process transactions without proper customer authorization
• Submit fraudulent or unauthorized transactions
• Manipulate or abuse our pricing, fees, or promotional offers
• Circumvent any security measures or access controls
• Interfere with or disrupt the integrity of the Services
• Use the Services for any purpose other than legitimate business transactions

5.2 Restricted Business Categories

The following business categories are prohibited or restricted from using FluxPay's Services. This list is non-exhaustive and FluxPay reserves the right to decline service to any business at its sole discretion:

• Adult content and services
• Gambling and betting (unless properly licensed)
• Cryptocurrency exchanges and ICOs
• Weapons, ammunition, and explosives
• Controlled substances and drug paraphernalia
• Counterfeit or unauthorized goods
• Multi-level marketing, pyramid schemes, and Ponzi schemes
• Debt collection agencies (unlicensed)
• Credit repair and debt settlement services
• Telemarketing and outbound call centers
• Timeshares and vacation clubs
• Binary options and forex/CFD trading platforms
• Pharmaceuticals and nutraceuticals
• Travel agencies (without IATA accreditation)
• Subscription traps and negative option billing
• CBD/hemp products (where not legally licensed)
• Bail bonds
• Firearms and ammunition accessories
• Dating services (non-verified)
• Penny auctions

6.1 Security Standards

FluxPay implements industry-standard security practices to protect cardholder data. You agree to comply with all applicable payment card industry requirements and to never store, process, or transmit cardholder data in an insecure manner.

6.2 Data Processing

To provide the Services, FluxPay processes personal data on your behalf. Our data processing practices are governed by our Privacy Policy and applicable data protection laws including the General Data Protection Regulation (GDPR), the Personal Information Protection and Electronic Documents Act (PIPEDA), and other applicable privacy legislation. You represent that you have obtained all necessary consents and authorizations for us to process data as described in this Agreement and our Privacy Policy.

6.3 Security Measures

You agree to implement and maintain reasonable security measures to protect cardholder data and prevent unauthorized access to your account. This includes, but is not limited to:

• Using strong, unique passwords and enabling multi-factor authentication
• Maintaining up-to-date security software and systems
• Training employees on data security best practices
• Promptly reporting any suspected security breaches to FluxPay

6.4 Compliance Officer

FluxPay maintains a designated Compliance Officer responsible for overseeing AML/KYC compliance and data protection. Compliance inquiries may be directed to compliance@fluxpay.online.

7.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FLUXPAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLUXPAY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content

7.3 Cap on Liability

FLUXPAY'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO FLUXPAY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

7.4 Indemnification

You agree to indemnify, defend, and hold harmless FluxPay and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your use of the Services; (b) your violation of this Agreement; (c) your violation of any third-party rights; or (d) any dispute between you and your customers.

8.1 Term

This Agreement begins on the date you accept it and continues until terminated by either party in accordance with this section.

8.2 Termination by You

You may terminate this Agreement at any time by providing written notice to FluxPay and ceasing all use of the Services. Termination will be effective upon the completion of all pending transactions and settlement of any outstanding obligations.

8.3 Termination by FluxPay

FluxPay may suspend or terminate your access to the Services immediately and without notice if:

• You breach any provision of this Agreement
• You engage in fraudulent or illegal activity
• Your chargeback rate exceeds acceptable thresholds
• We are required to do so by law or Network Rules
• We determine that your use of the Services poses a risk to FluxPay or third parties

8.4 Effect of Termination

Upon termination, your right to use the Services will immediately cease. FluxPay will complete the settlement of any pending transactions, less any amounts owed to FluxPay or held in reserve. Provisions of this Agreement that by their nature should survive termination will survive, including but not limited to indemnification, limitation of liability, and dispute resolution provisions.

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law provisions.

9.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be settled by binding arbitration in accordance with the rules of the ADR Institute of Canada. The arbitration shall take place in Ontario, Canada, and shall be conducted in English.

9.3 Class Action Waiver

YOU AND FLUXPAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

9.4 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

10.1 FluxPay IP Rights

FluxPay retains all intellectual property rights to the platform, APIs, documentation, software, trademarks, and related technology. Nothing in this Agreement transfers or assigns any ownership rights to the Merchant.

10.2 Merchant Data Ownership

The Merchant retains ownership of their business data and transaction records. FluxPay is granted a limited license to use such data solely for the purpose of providing the Services and as described in our Privacy Policy.

10.3 License to Use Services

Subject to the terms of this Agreement, FluxPay grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of this Agreement solely for your legitimate business purposes.

10.4 Trademark Usage

Neither party may use the other party's trademarks, logos, or trade names without the prior written consent of the other party. Any authorized use must comply with the trademark owner's brand guidelines.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, epidemics, government actions or orders, power failures, internet or telecommunications disruptions, payment network outages, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

The affected party must notify the other party in writing within forty-eight (48) hours of becoming aware of the force majeure event and must use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

12.1 Entire Agreement

This Agreement, together with the Privacy Policy and any other policies referenced herein, constitutes the entire agreement between you and FluxPay regarding the Services and supersedes all prior agreements and understandings.

12.2 Severability

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 to the fullest extent under law.

12.3 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of FluxPay. FluxPay may assign this Agreement without restriction.

12.4 No Waiver

The failure of FluxPay to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.