Terms of Service

Introduction

Welcome to Switch Hub (the ‘Site’). These Terms of Service (this “User Agreement” or this “Agreement”)) govern your access to and use of Switch Hub’s website, mobile applications and other related services provided and operated by SwitchHub Consulting Inc., a Canadian corporation (hereinafter referred to as “Switch Hub”, “the Company”, “we”, “us”, “our”, used interchangeably). Switch Hub is regulated by the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (“PCMLTFA”) and further to PCMLTFA, registered as a Money Service Business (MSB) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) with registration number M22578161.

By visiting our website and accessing the information, resources, services, products, and tools we provide, you understand and agree to accept and adhere to the following terms and conditions as stated in this User Agreement, along with the terms and conditions as stated in our Privacy Policy (as defined below). This Agreement applies to the Services (as further described in this User Agreement).

Definitions

For the purposes of this User Agreement:

“Account“ means the electronic account created by you, as the Customer on our Application or Website, through which you access and use our Services, including conducting Transactions, maintaining balances (with our Third-Party Financial Institution (defined below)) and performing other permitted activities;

“Applicable Exchange Rate” means the rate determined by us for converting one currency to another at the time of a processing a Transaction. This rate is based on prevailing market rates and may include a margin or fee as disclosed to you prior to processing a Transaction.

“Applicable Laws” means all present and future laws, statutes, regulations, rules, ordinances, codes, orders, guidelines, directives, and other requirements of any governmental, regulatory, judicial, or administrative authority having jurisdiction over the parties, the Services, or any Transaction, including, without limitation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), its associated regulations, and all rules or guidance issued by the FINTRAC;

“Application” means the Company’s proprietary mobile application called “Switch Hub – Money Transfer” available on Google Play Store and Apple App Store;

“Application Users” means individuals or businesses who download, install, create an account, or use the Application;

“Authorized Person” means any person to whom you authorize us to access your Account;

“Available Balance” means the amount of money in your Account held by our Third-Party Financial Institution;

“Available Balance Funding” means a transaction initiated by you, either through your external banking service provider or financial institution or through our Application, to add funds to your Available Balance. “Available Balance Funding Amount” shall mean the total amount provided by you for the Available Balance Funding, including the principal amount and any applicable Fees or charges imposed by us;

“Business Customer” means a legal entity, corporation, or sole proprietor or partnership that has registered with us, creates an Account with us, and has been accepted by us to use the Services in the ordinary course of their business, in accordance with this Agreement and Applicable Laws;

“Business Day” means Monday to Friday, 0900hrs to 1700hrs EST, excluding bank and public holidays in Ontario, Canada;

“Customer(s)” means any Individual Customer or Business Customer;

“Customer Due Diligence” means the process we are required to go through to identify our Customers and where applicable, verify the identity of our Customers;

“Direct Debit” means a transaction initiated by the Customer (through the Account) whereby funds are debited from the Customer’s Account held with our Third-Party Financial Institution, and transferred to the Customer’s designated bank account, including but not limited to, the bank account from which the Customer originally funded the Account. “Direct Debit Amount” shall mean the total amount provided by you for the Direct Debit, including the principal amount and any applicable Fees or charges imposed by us;

“Fees” means the fees payable by you for the Services;

“Individual Customer” means a natural person who has registered with us, creates an Account with us, and has been accepted by us to use the Services for their personal use, in accordance with this Agreement and Applicable Laws;

“Intellectual Property Rights” means all present and future rights, title and interest in (1) patents, utility models, designs (whether registered or unregistered), trademarks, service marks, corporate names, trade and business names, domain names, copyrights, get-up, logos, rights to software, databases, inventions, semiconductor topography rights, moral rights, trade secrets, confidentiality and other proprietary rights including rights to know-how and other technical or commercial information, rights in the nature of unfair competition rights, rights to sue in passing off; (2) the benefit of all registrations, applications to register any of the foregoing and rights to apply for such registrations; and (3) any and all other rights similar or analogous to any of the foregoing whether arising or granted in any jurisdiction;

“Remittance Services” means the money transfer or remittance services provided by us to you under this Agreement that allow you to send funds to a beneficiary within or outside Canada, together with all services or features that are incidental or ancillary to such money transfer services, including, without limitation, currency conversion, Transfer, and the generation of unique Account identity information;

“Service” means all services provided by us to you under this Agreement, including access to our Website and Application, the Remittance Services, the Transaction Services, and any other related features, technologies, or functionalities we may make available through the Application from time to time;

“Site Visitors” means individuals or businesses who visit or access the Company’s website located at https://www.switchhub.ca/ (the “Website”);

“Third-Party Financial Institution” means any financial institution, payment processor or other regulated entity in Canada or elsewhere with whom we maintain a business relationship for the purpose of holding, processing, settling or transferring funds in connection with the Service, and through whom certain Transactions may be initiated, processed, or completed;

“Transaction” means an Available Balance Funding, Direct Debit or a Transfer, carried out through the Account;

“Transaction Amount” means as applicable, (i) an Available Balance Funding Amount; (ii) the Direct Debit Amount; or (iii) the Transfer Amount;

“Transaction Data” means all the data required for a Transaction to be completed;

“Transaction Services” means the services provided by us that enable the Customer to initiate, authorize, process, or complete Transactions, including, without limitation, the facilitation of Available Balance Funding, Direct Debits, Transfers, and any associated functions;

“Transfer” means a transaction initiated by the Customer through the Account whereby funds are transferred from the Customer’s Account to a third-party recipient or beneficiary, whether within or outside Canada, including another User’s Account, in accordance with the Customer’s instructions. “Transfer” shall also include its variants such as “Transfers”, “Transferred”, “Transferring”, etc.;

“Transfer Amount” “means the total amount provided by you for the Transfer, including the principal amount and any applicable Fees or charges imposed by us; and

“Site Visitors”, “Application Users”, and “Customers” are referred to collectively as “Users” or “you” “your”.

We may update these terms from time to time. Please review them regularly to stay informed. You acknowledge and agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. Your continued use of the Resources after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.

Responsible Use and Conduct

Resources:

By visiting our Website and Application, and accessing the information therein, accessing and using the Services, products, and tools we provide for you, either directly or indirectly (hereafter referred to as “Resources”), you agree to use these Resources only for the purposes intended as permitted by (a) the terms of this User Agreement, and (b) Applicable Laws, regulations and generally accepted online practices or guidelines.

Prohibited Usage: Wherein, you understand that:

In order to access our Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process (the ‘Registration Information’), or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, authentic, and up to date.
You are responsible for maintaining the confidentiality of any login information associated with any Account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your Account/s.
Accessing (or attempting to access) any of our Resources by any means other than through the means we provide is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical or unconventional means.
Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.
Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources is strictly prohibited.
You are solely responsible for any consequences, losses, or damages that we or you may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, your Authorized Person or any third-party due to your breach of this section 2.2, as explained above, and you may incur criminal or civil liability.

Eligibility

This is a contract between you and the Company. You must read and agree to these terms before using the Company’s Services. If you do not agree, you may not use the Service or any of the Resources. You may use the Service only if you can form a binding contract with the Company, and only in compliance with this User Agreement and all applicable local, state, national, and international laws, rules and regulations. You are responsible for the acts of others utilizing your access to the Resources and will be held responsible for violations of the Service by persons who gain access to the Resources using your account or shared access, including Authorised Persons. Any use or access to the Resources by anyone under the Minimum Age is strictly prohibited and in violation of this Agreement. The Resources are not available to any Users previously removed from the Service by the Company. Subject to the other provisions of this Agreement, which provide other minimum age requirements, “Minimum Age” means the greater of (i) 13 years old or (ii) the minimum age required under Applicable Laws in the jurisdiction where you reside, if such law requires that you must be older in order for us to lawfully provide the Services to you or to process your personal information without parental or guardian consent.

Accountholder Responsibilities:

You agree to:

use a strong password and keep it confidential and
not transfer any part of your Account to any unauthorised user or third-party.

Individual Customers: You are responsible for any activity that occurs through your Account unless you close it or report unauthorized misuse.
Business Customers: If you create or use an Account on behalf of a business, corporation, partnership, or other legal entity, the Account is owned by the Business. The individual creating the Account represents and warrants that they have the authority to bind the Business Customer to this Agreement. The Business Customer is responsible for all activity conducted through its Account, including but its Authorized Person(s). The Business Customer may; (i) control access to the Account and its associated Services; (ii) where we offer such feature, add, remove or manage Authorized Persons; and (iii) access and review all Transaction Data and usage reports. Authorized Persons acknowledge that they act on behalf of the Business Customer and have no personal ownership rights of the Account belonging to the Business Customer.
You will not use the Resources to create a product or service with features that are substantially similar to or that re-create the features of another Company product or service.

Services and Payments

Limited Access: Subject to the terms and conditions of this User Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable access to use the Resources for your personal, business, noncommercial use only and as permitted by the features of the Service. The Company reserves all rights not expressly granted herein in the Resources and the Company Content (as defined below). The Company may terminate this access at any time for any reason or no reason.
Type of Service, Eligibility and Account Access:

You may have one primary Account, which can include multiple currency wallets or sub-accounts, or separate Accounts for different currencies, as permitted by the Service.
We will not activate or make available to you, the Transaction Services unless you have provided us with the required information so that we may identify you or where applicable, verify your identity, and can comply with all applicable Customer Due Diligence requirements. We shall keep records of such information and documents in accordance with Applicable Laws.
Reference to a currency (e.g. Dollars $ or Naira N) in your Account shall mean that amount or the local currency equivalent in which your Account or sub-account is denominated.
Any Transaction on your Account in a currency other than the currency in which your Account is denominated, will require a currency conversion using an Applicable Exchange Rate.
The Available Balance on your Account will not earn any interest.
The Transaction Services and the Remittance Services, are not a credit or bank product, you must therefore ensure that you have a sufficient Available Balance from time to time to pay for your Transactions and applicable Fees as set forth in the Application. For the avoidance of doubt, we will not process a Transaction unless your Available Balance is sufficient to cover the Transaction Amount.
In the event we make a Transaction and credit your Account by mistake we reserve the right to automatically deduct the amount transferred in excess form the Available Balance.
Only persons over 18 years of age are entitled to register for the Remittance Services.
Each time you seek access to the Account, we will ask for your Access Codes (as defined herein). As long as the correct Access Codes are entered, we will assume that you are the person giving instructions and making Transactions and you will be liable for them, except to the extent provided for herein. We can refuse to act on any instruction that we believe: (i) was unclear; (ii) was not given by you; or (iii) might cause us to breach a legal or other duty; or if we believe any of the Services is being used for an illegal purpose.
We will do all that we reasonably can to prevent unauthorised access to the Account. You are responsible for maintaining the security of your login credentials and devices. To the fullest extent permitted by applicable law, Switch Hub shall not be liable for any loss, claim or damage to you resulting directly from any unauthorised access, use, or misuse of your Account, whether caused by you, third parties, or otherwise.

You understand and agree that the Company does not provide banking or credit products; any funds you hold using the Services are held on your behalf with our Third-Party Financial Institution and are not deposits with oe held by the Company.

Use of the Remittance Services and Transaction Services

You may access your Account information by logging into your Account through our website. From here you will be able to view details on your Transactions, including dates, currencies, charges or Applicable Exchange Rates. These information are accessible at any time and can be stored and reproduced as necessary.
You can use the Remittance Services or the Transaction Services up to the amount of the Available Balance for the Transaction
If the Available Balance is insufficient to make a Transfer or a Transaction, we will not process the Transfer or Transaction or permit you to combine use of an Account with other payment methods.
The value of each Transaction and the amount of any fees payable by you under this Agreement will be deducted from the Available Balance.
Once a Transaction is authorised, the relevant payment order may not be withdrawn (or revoked) by you after the time it is received by us. A Transaction will be deemed to have been received by us at the time you authorise the Transaction as follows:

A payment order for a Transaction is provided to and received by us at the time it is issued by you via the Account.

Where a revocation of an authorised payment is agreed between us and you, we may charge a fee for revocation.
Subject to any additional legal or regulatory requirements under Applicable Laws, we or our Third-Party Financial Institution, will settle or fulfill or execute all by ensuring that the amount of a Transaction is credited to your designated beneficiary or recipient not later by end of the Business Day following the time of the receipt of your Transaction order.
We may refuse to authorise any use of the Remittance Services or the Transaction Services which could breach these terms and conditions or if we have reasonable grounds for suspecting that you or a third party has committed or is planning to commit fraud or any other illegal or un-permitted use of the Transaction Services and Remittance Services.
Your ability to use or access the Remittance Services and Transaction Services may occasionally be interrupted, for example, if we need to carry out maintenance on our Application or Website. Please contact Customer Services via support@switchhub.ca to notify us of any problems you are experiencing using your Account and we will endeavour to resolve such problem.
Except as required by law, we shall not be responsible, and you will be solely responsible, for compiling and retaining your own copy of the data in your Account and your activities in connection with this Agreement. Upon the termination of this Agreement for any reason, we shall have no obligation to store, retain, report, or otherwise provide any copies of, or access to, the Transaction Data or any records, documentation or other information in connection with any Transactions or the Account.
You agree to only use the Transaction Services and Remittance Services for lawful purposes and to adhere at all times to all Applicable Laws applicable to the use of the Remittance Services and the Transaction Services, including the terms of this Agreement.
For the avoidance of doubt, you may not use the Transaction Services or Remittance Services to receive or transfer any funds on behalf of any other natural person or legal entity.

Managing & Protecting Your Account

You are responsible for the safekeeping of your username and password for your Account (“Access Codes”) and the personal identification number for completing Transaction(s) on your Account (“PIN”).
Subject to Section 7. 3 below, do not share your Access Codes or PIN with anyone. You must keep your Access Codes or PIN safe, and separate from your Account or any record of your Account number and not disclose it to anyone else. This includes:

memorising your Access Codes or PIN as soon as you create it;
never writing your Access Codes or PIN on your Account or on anything you usually keep with your Account;
keeping your Access Codes or PIN secret at all times, including by not using your Access Codes or PIN if anyone else is watching;
not disclosing your Access Codes or PIN to any person.

You may share your Access Codes with an Authorised Person. If you disclose the Access Codes to any Authorised Person, you are responsible and liable for their access, use or misuse of the Account, their breach of the terms of this Agreement or disclosure of the Access Codes including any losses you may suffer as a result of the use of by such Authorised Person.
You must not give the Account to any other person or allow any other person to use the Remittance Services.
Failure to comply with herewith may affect your ability to claim any losses hereunder in the event that we can show that you have intentionally failed to keep your Account, the Access Codes or the PIN safe or you have acted fraudulently, intentionally, with undue delay or with gross negligence. In all other circumstances your maximum liability shall be as set out in this Agreement.
If you believe that someone else knows has access to your Account or Access Codes or PIN, you should contact us immediately.
If your Account is found after you have reported to be compromised, we may immediately impose relevant restrictions to avoid any further unauthorised activities on your Account for such duration as necessary to restore the integrity of your Account, failing which we may immediately close such Account.

Customer Due Diligence and Identity Verification

At the time of your registration on our Application, or when you initiate a Transaction, or at any time in the future, in connection with your Account, we shall conduct Customer Due Diligence (as applicable). You authorise us to perform such Customer Due Diligence including electronic identity verification checks directly or using relevant third parties.
In furtherance of Section 8.1 above, we reserve the right at any time to satisfy ourselves as to your identity and home address (for example, by requesting relevant original identification documents or requesting you to perform such electronic identity verification) including for the purposes of preventing fraud and/or money laundering in accordance with Applicable Laws.
You must notify us within 7 days of any change in the information provided to us in furtherance of this Article 8, including a change of your address or other contact information. You can notify us by contacting Customer Services who may require you to confirm such notification in writing. You will be liable for any loss that directly results from any failure to notify us of such a change as a result of undue delay, your gross negligence or fraud. We will need to verify your new Account address or other new account information and shall request the relevant proofs from you.

Redemption

Your Available Balance is available for redemption and you may initiate a Direct Debit for such redemption.
Subject to other provisions of this Article 9 or other provisions of this Agreement, if we close your Account for any reason or if you request that we close your Account for any reason, and unless otherwise prohibited under Applicable Laws, we will redeem your Available Balance into such external financial institution account you provide to us (“Nominated Bank Account”).
If you fail to provide such Nominated Bank Account, on or before the end of the 6 years after the date on which your Account is closed, your Available Balance will no longer be redeemable to you and we are entitled to retain the corresponding funds. Where an Available Balance remains for more than one year after the date on which this Agreement ends, we are not required to safeguard the corresponding funds in your Account, but you can still request redemption for up to 6 years. We may deduct from the proceeds of redemption of any such Available Balance the amount of any applicable Fees.
We shall have the absolute right to set-off, transfer, or apply sums held in the Account towards satisfaction of all or any liabilities and Fees owed to us that have not been paid or satisfied when due.
We shall have the absolute right to close your Account and submit a chargeback claim for the relevant Transactions if your Account is in negative standing for more than 60 days. If our chargeback is successful, funds paid to your Account may only be used to credit your Account or Account, and your Account will remain closed.
If your Account is inactive (including without limitation no access to the account or payment Transactions) for at least 2 consecutive years and has an Available Balance, we may (but we are not obliged to) notify you by sending an e-mail to your registered e-mail address and give you the option of keeping your Account open and maintaining or redeeming the Available Balance. If you do not respond to our notice within thirty (30) days, we may automatically close your Account and initiate a Debit of your Available Balance to the last account notified by you to us.

Termination or Suspension of Your Account and/or Processing of Transactions:

We may terminate this User Agreement and your use of the Services at any time.
You agree that we may, at our sole discretion, suspend or terminate your access to all or part of the Resources with or without notice and for any reason, including, without limitation, breach of this User Agreement, and nonpayment of any Fees. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any Registration Information.
This Agreement and your use of the Services will also end when your ability to initiate all Transactions ceases.
We may terminate or suspend, for such period as may reasonably be required, your use of the Services in whole or in part at any time or the processing of any Transaction(s) if:

there is any fault or failure in the relevant data processing system(s);
we reasonably believe that you have used or are likely to use the Services, or allow them to be used, in breach of this Agreement or to commit an offence;
any Available Balance may be at risk of fraud or misuse;
we suspect that you have provided false or misleading information;
we are required to do so by law, the police, a court or any relevant governmental or regulatory authority;
required to fulfil our legal obligations in relation to the fight against money laundering and financing of terrorism;
there is suspicion of unauthorised or fraudulent access to or use of your Account or that any of its security features have been compromised, including the unauthorised or fraudulent initiation of a Transaction;
we have reasonable grounds to believe you are carrying out a prohibited or illegal activity;
we are unable to verify your identity or any other information pertaining to you, your Account or a Transaction.

Where it is practicable and lawful for us to do so or would not compromise reasonably justified security reasons, we will notify you via email of the suspension or restriction and the reasons for it before such measures take place or immediately thereafter.
We will reinstate your Account or execute the relevant Transaction(s) as soon as practicable after the reasons pursuant hereto no longer apply or exist.
If you wish to terminate the Services at any time, you must request termination and the return of your Available Balance to your Nominated Bank Account by email to our address in herein from the email address registered in your Account. Our Customer Services department will then suspend all further use of the Services.
Once we have received all the necessary information from you (including any Customer Due Diligence) and all Transactions and applicable Fees and charges have been processed, we will refund to your Nominated Bank Account, any Available Balance less any Fees and charges payable to us, provided that:

you have not acted fraudulently or with gross negligence or in such a way as to give rise to reasonable suspicion of fraud or gross negligence; and
we are not required to withhold your Available Balance by law or regulation, or at the request of the police, a court or any regulatory authority.

If, following reimbursement of your Available Balance, any further Transactions are found to have been made or charges or Fees incurred using the Account(s) or we receive a reversal of any prior funding Transaction, we will notify you of the amount and you must immediately repay to us such amount on demand as a debt.

Liability for Unauthorized or Incorrectly Executed Transactions:

Subject to this User Agreement, we will reimburse you in full for all unauthorized Transactions sent from your Account immediately and in any event no later than the end of the following Business Day after noting or being notified of the Transaction (except where we have reasonable grounds for suspecting fraud), provided that you have informed us of the unauthorized Transaction without undue delay after becoming aware of the Transaction and in any event, no later than 13 months after the Transaction was executed. Where applicable, we shall restore your Account to the state in which it would have been had the unauthorized Transaction not taken place, so that that the credit value date shall be no later than the date the amount had been debited.
You shall be liable for losses relating to any unauthorized Transactions resulting from unauthorized use of your Account, Access Codes or PIN or the misappropriation of your Available Balance due to your unauthorized disclosure or access to your Account, Access Codes or PIN, unless (i) the loss, theft or misappropriation was not detectable to you prior to payment (except where you acted fraudulently or negligently); or (ii) was caused by acts or lack of action of our employee, agent, or service provider.
You are liable for any losses incurred by an unauthorized Transaction if you have acted fraudulently or failed either intentionally or through gross negligence, to use your Account in accordance with the terms of this Agreement or to keep your Access Codes or PIN confidential and secure in accordance herewith.
You shall not be liable for losses incurred by an unauthorized Transaction which takes place after you have notified us of a compromise of your Access Codes or PIN according to the terms hereof (unless you have acted fraudulently or negligently), or where we have failed to provide you with the means to notify us in the agreed manner without delay on you becoming aware of the loss, theft, misappropriation or unauthorized use of your Account.
We shall not be liable for a refund or losses incurred by an incorrectly or non-executed payment Transaction if the details of the recipient’s, payee’s or beneficiary’s account provided by you were incorrect or we can prove that the full amount of the Transaction was duly received by the beneficiary, recipient, or the payee.
We shall not be liable for any unauthorized or incorrectly executed Transactions in case the Transaction was affected by abnormal and unforeseeable circumstances beyond our reasonable control or where we acted in accordance with a legal obligation.
Where we are liable for the incorrect execution of a Transaction, we shall, without undue delay, refund to you the amount of the non-executed or defective Transaction, and, where applicable, restore the debited Account to the state in which it would have been had the defective Transaction not taken place.
In the case of a non-executed or defectively executed Transaction, we shall, regardless of whether we are liable, on request, make immediate efforts, as soon as reasonable, to trace the Transaction and notify you of the outcome, free of charge.
If at any time we have incorrectly deducted money from your Available Balance, we shall refund the amount to you. If we subsequently establish that the refunded amount had been correctly deducted, we may deduct it from your Available Balance and may charge you a Fee. If you do not have sufficient Available Balance, you must repay us the amount immediately on demand.
Where any request, Transaction, disputed Transaction, or reversed Transaction involves third party costs, you remain liable for these and they will be deducted from your Account or otherwise charged to you.
Location of Service. The Service is controlled and operated from facilities in Canada. The Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by Canada, or are a foreign person or entity blocked or denied by the Canadian government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in Canada.
Availability. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

Data Retention, Usage, and Privacy Policy

Data Controller: In order for us to provide you with the Services relating to your Account, we are required to collect and process personal data about you, with your consent or on a legal basis to meet our obligations for Anti-Money Laundering legislation or other governmental organization. Where applicable, if an Account holder is under 13, then parental consent is explicitly required.
Privacy Notice: Your privacy is very important to us, which is why we have created a separate Privacy Policy (the “Privacy Notice”) to explain in detail how we collect, manage, process, secure, and store your private information. Our Privacy Notice is included under the scope of this User Agreement and is incorporated by reference as if fully set forth herein. To read our Privacy Policy in its entirety, click here .
Data Retention: The Company has adopted certain practices and procedures with respect to data collected and retained by the Company in connection with the provision of the Resources to Users, and records related thereto, including Registration Information (the ‘Data’) to ensure (i) the Data is adequately protected and maintained, (ii) that Data no longer needed by the Company or which is of no value is discarded at the proper time, and (iii) that Data belonging to Users are safely and properly retained as needed and, when appropriate, returned or destroyed. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.
Document Destruction: The Company will keep and retain information, data, and User Content you submit through the Application in accordance with the record retention policy of your respective academic institution or in accordance with applicable law, whichever is longer, after which time the Data will be (i) archived or (ii) deleted, in the Company’s sole discretion. If the Company elects to delete the data it will take reasonable efforts delete, remove, or otherwise destroy any such Data in its possession.
Litigation Hold: In the event the Company is served with any subpoena or request for documents or becomes aware of a governmental investigation or audit concerning the Company or a client thereof, or the commencement of any litigation against or concerning the Company or a client thereof, any further disposal of documents shall be suspended until shall time as the Company, with the advice of counsel, determines otherwise. The Company shall take such steps as is necessary to promptly inform all staff of any suspension in the further disposal of documents.
Disclosures: You may request a copy of any legally required disclosures (including this Agreement) from us via the contact details in Section 6.9, and we will provide this to you in a form which enables you to store the information in a way that is accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored via, for example, our website, your Account or by email.

Company Proprietary Rights

The Service, the Application, the Website, and all materials therein including, without limitation images, text, graphics, illustrations, logos, trademarks, service marks, photographs, and User Content (as defined below) (“the Company Content”), and all Intellectual Property Rights related thereto, are the exclusive property of the Company and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publish, adapt, or edit from any the Company Content. Use of the Company Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purpose of this Agreement, “User Content” means information the User submits, posts, displays, provides, or otherwise makes available to us such as profile information, comments, questions, and other content or information to use or access to the Services. We do not assume any liability for any such User Content. However, any User Content, provided that it does not violate or infringe on any third party copyrights or trademarks, becomes the property of the Company and as such, gives us a perpetual, irrevocable, worldwide, royalty-free, exclusive license to reproduce, modify, adapt, translate, publish, publicly display and/or distribute as we see fit. For the avoidance of doubt, this does not refer to Registration Information. All Registration Information is covered by our Privacy Policy.
You may choose to, or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place the Company under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, the Company does not waive any rights to use similar or related ideas previously known to the Company, or developed by its employees, or obtained from sources other than you.
The Service contains data, information, and other content not owned by you (“the Company Property”). You understand and agree that regardless of terminology used, the Company Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at the Company’s sole discretion. The Company Property is not redeemable for any sum of money or monetary value from the Company at any time. You acknowledge that you do not possess any rights of access or rights to data stored by or on behalf of the Company on the Company servers, including without limitation any data representing or embodying any or all of the Company Property. You agree that the Company has the absolute right to manage, regulate, control, modify and/or eliminate the Company Property as it sees fit in its sole discretion, in any general or specific case, and that the Company will have no liability to you based on its exercise of such right. All data on the Company’s servers are subject to deletion, alteration or transfer. Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, User history and User content residing on the Company’s servers, may be deleted, altered, moved or transferred at any time for any reason in the Company’s sole discretion, with or without notice and with no liability of any kind. the Company does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the Company’s servers.

Warranties and Limitation of Liability

As-Is: By using our Website and Application, you understand and agree that all Resources we provide are “as is” and “as available”. The Company makes no representations or warranties that:

the use of our Resources will meet your needs or requirements;
the use of our Resources will be uninterrupted, timely, secure or free from errors;
the information obtained by using our Resources will be accurate or reliable; and
any defects in the operation or functionality of any Resources we provide will be repaired or corrected.

Furthermore, you understand and agree that (i) any content downloaded or otherwise obtained through the use of our Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content, and (ii) no information or advice, whether expressed, implied, oral or written, obtained by you from the Company or through any Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement.
Warranties: Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from the Company or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, The Company, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.
Further, the Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Company will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
To the maximum extent permitted by applicable law, in no event shall the Company, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will the Company be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your Account or the information contained therein.
To the maximum extent permitted by applicable law, the Company assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; (vii) User Content or the defamatory, offensive, or illegal conduct of any third party; (viii) any act, omission, transaction, or exchange of services by and between Users; (ix) injury or harm resulting from or in connection with advice, counseling, or services given by Providing Users to Client Users. In no event shall The Company, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to the Company hereunder or $50.00, whichever is greater. Nothing in this Agreement shall exclude or limit either Party’s liability in respect of death or personal injury arising from that party’s negligence or fraudulent misrepresentation.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the Company has been advised of the possibility of such damage.

Indemnification

You will defend, indemnify and hold harmless the Company, its licensors, suppliers, contractors and their respective shareholders, directors and officers, assigns, and successors-in-interest from any and all liabilities, damages caused by any virus, personal injury, loss of profits, data or other intangible, any damages arising from interruption, suspension or termination of Service, including but not limited to direct, indirect, incidental, special, consequential or exemplary damages, whether such interruption, suspension or termination was justified or not, negligent or intentional, inadvertent or advertent, causes of action and costs arising out of or resulting from:

your failure to comply with this Agreement;
your use of the Services, or any part thereof;
your alleged or actual negligent or willful acts or omissions, or those of your agents or employees;
any third party’s use of your Account or your Services.

You also agree that your sole remedy under this Terms of Use is cancellation of the Services and/or repayment of the amount of the Available Balance (where applicable).

Third Party Content:

This User Agreement does not apply to the websites or services of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website’s administrator or webmaster.

Security

The Company cares about the integrity and security of your personal information. The Company uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you access our Services or provide your personal information at your own risk.
You agree that you will not use the Services in an illegal manner and for prohibited transactions under Applicable Laws.

No Professional Advice:

If the Service provides professional information (for example, legal or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

Disclaimers:

The Company shall not be liable:

if you are unable to use the Account or the Services for any valid reason stated in this Agreement;
for any fault or failure beyond our reasonable control relating to the use of the Services, including but not limited to, a lack of Available Balance or fault in or failure of data processing systems; and
for any loss, fault or failure relating to the use of a third-party provider.

Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario, and the parties submit to the jurisdiction of the Courts and Tribunals of Ontario, Canada.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. the Company shall have no liability for your interactions with other Users, or for any User’s action or inaction.
Dispute Resolution Procedure: We are committed to providing an excellent customer experience for all our Customers. If we do not meet your expectations in any way, we want to have the opportunity to put things right. In the first instance, your initial communication will be with our Customer Services team, who can be contacted at the information provided in Section 21.8. Our Customer Services team will listen to your needs and will do their best to solve your issue promptly and fairly. We value the opportunity to review the way we do business and help us meet our customers’ expectations. If, having received a response from our Customer Services team, you are unhappy with the outcome, please contact the Complaints Team in writing via email at support@switchhub.ca. Once received, the Complaints Team will conduct an investigation and you will receive a response of its findings within 15 days of receipt of the complaint. In exceptional circumstances where we are unable to reply within the first 15 days, we will reply, providing a reason for the delay and deadline for response, not more than 30 days after first receipt of complaint. You must provide us with all receipts and information that are relevant to your claim.
If your claim or dispute is not resolved further to Section 20.4 above, you hereby irrevocably submit to the jurisdiction of any Provincial or Federal court sitting in Ontario, Canada (collectively, the “Designated Courts”) for the settlement of any such unresolved dispute or claim arising under this Agreement.
You agree that, by entering into this Agreement, you and the Company are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

Miscellaneous Provisions

Severability: If any provision of this User Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
Amendments: We may modify this Contract, our Privacy Policy from time to time. If we make material changes to it, we will provide you notice through our Site, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account and terminate your use of the Resources. Your continued use of our Resources after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.
Assignment: We may assign our rights and obligations under this User Agreement. This User Agreement will inure to the benefit of our successors, assigns and licensees.
Waiver: The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this User Agreement, or to exercise any right under this User Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
Business Days: If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in Ontario, Canada, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.
Notices: Key information relating to your Transactions will be provided to you at the email address you register with us and/or in your Account. You may access, download and print this information at any time by logging in to your Account. In addition, you agree that we may provide notices or other information to you from time to time by posting it in your Account, emailing it to your registered email address, mailing it to your registered physical address, calling you by phone or sending you mobile messages. Notices to you by email or mobile messages shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Notices sent by registered mail shall be deemed to have been received three days after the date of mailing. You may contact us as specified in Section 21.8.
Construction: In the event an ambiguity or question of intent or interpretation arises, this User Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The English language shall be the controlling language for purposes of the definitive interpretation of this Agreement. The word “including” shall mean including without limitation. Pronouns shall be deemed to refer to the masculine, feminine, and neutral and to the singular or plural as context requires. The section headings are included for convenience purposes only and shall not affect the meaning or construction of the substantive provisions hereof. The Recitals are incorporated into this Agreement by reference as if fully set forth herein. Each of the Company and you are referred to as a “Party” and together, the “Parties.”
Contact Information: If you have any questions or comments about this User Agreement as outlined above, you can contact us at:

Customer Service: support@switchhub.ca
Complaint Team: support@switchhub.ca