Product Terms – Tekion Pay

The below product terms ("Tekion Pay Product Terms"), together with the terms set forth in the Master Subscription Agreement and any applicable schedule(s) (collectively, "Terms"), incorporated herein by this reference, apply to Your use of Tekion Pay. By completing the purchase process, You agree to these Terms. These Terms include Your express authorization to allow Tekion to automatically debit Your External Bank Account (defined below) in accordance with the Terms. In case of any conflict among the terms set forth in the Master Subscription Agreement, the Tekion Pay Product Terms, and any applicable Schedule to the Tekion Pay Product Terms (including the Regional Schedule, defined below), the terms of the respective terms of the documents will prevail to the extent of the conflict in accordance with the following sequence: (1) applicable Schedule to Tekion Pay Product Terms → (2) Tekion Pay Product Terms → (3) Master Subscription Agreement.

  1. Definitions. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us (the "Agreement").
  2. Regional Terms. As used below, "Your Country" means the country or countries that exercise jurisdiction over Your activity relating to the acceptance or processing of payments, including Your use of Tekion Pay. To the extent that Your Country is any country other than the United States, the terms set forth in the regional schedule to this Agreement pertinent to Your Country ("Regional Schedule"), incorporated herein by reference, govern Your use of Tekion Pay. Regional Schedule terms are attached hereto, and may be updated and posted here from time-to-time in Our sole discretion. Your continued use of Tekion Pay in Your Country constitutes Your acceptance of such updated terms.
  3. Access to Tekion Pay. Subject to the terms and conditions in the Agreement and these Terms, We will make Tekion Pay available to You as specified in the applicable Order Form during the term set out in the applicable Order Form.
  4. Stripe Connected Account Agreement. Prior to using Tekion Pay, You must successfully complete the applicable account application process with Stripe, Inc. or its relevant regional corporate affiliate in Your Country ("Stripe") and agree to Stripe’s connected account agreement applicable to Your Country (accessible here for United States entities) ("Stripe Connected Account Agreement") and any other terms and conditions required by Stripe. Your access and use of Tekion Pay is subject to Your compliance with the Stripe Connected Account Agreement. You acknowledge and agree that Tekion is not a party to the Stripe Connected Account Agreement and You are solely responsible for complying with its terms and conditions. Please review Stripe’s terms of service available here (for United States entities) to understand how Stripe processes payments, and Stripe’s privacy policy here (for United States entities) to understand Stripe’s privacy practices. We are not responsible for Stripe’s services. To the extent there is a refund request or other payment request, any such adjustment must be made directly by You, and We are not responsible for making any refunds or reversing any payments.
  5. Payment Processing. We may ask you to provide additional information relevant to your Tekion Pay transaction, including Your credit card number, the expiration date of Your credit card and Your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information including any such Payment Information obtained from a User. When you initiate a transaction, You authorize Us to provide your Payment Information to third parties so we can complete your Tekion Pay transaction and to charge Your payment method for the type of transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify Your identity before completing Your Tekion Pay transaction (such information is included within the definition of Payment Information).
  6. External Bank Account. You must provide Tekion with details relating to the commercial demand deposit account from which You will pay Tekion for the Tekion Pay services ("External Bank Account"), including, without limitation, the account number and the holding financial institution’s name and contact information and relevant bank routing information. At all times the External Bank Account must be owned by You, titled in Your legal or trade name, used solely for commercial purposes, and maintained in Your Country. You must notify Tekion, in writing, of any material changes to Your External Bank Account immediately. If You do not provide timely updated External Bank Account information to Tekion, Tekion may suspend or terminate Your access to Tekion Pay. You are liable for any unsatisfied payment or other obligations resulting from Your failure to update Tekion in accordance with this paragraph. Tekion is not liable for any losses suffered by You as a result of Your failure to provide updated External Bank Account information.
  7. Automatic Debit Authorization.
    1. By agreeing to these Terms, You authorize Tekion to automatically debit Your External Bank Account for Amounts Owed, as that term is defined in Section 12 below. You authorize Tekion to transfer funds from Your External Bank Account to satisfy each of Your Tekion Pay obligations in full. You also authorize Tekion to automatically transfer funds from Your External Bank Account for all other amounts You owe Tekion under these Terms and the applicable Order Form for Your use of Tekion Pay at the time such amounts are due to Tekion pursuant to Section 12 (Other Amounts Owed). This includes, but is not limited to, any amounts required to fund Your Reserve Account or amounts You owe Tekion for disputed transactions, refunds, returns, reversals or fines. You acknowledge Tekion is not obligated to notify you before initiating an automatic debit to Your External Bank Account. You authorize Tekion to initiate additional debit entries, to the extent permitted under law and network rules, to Your External Bank Account until the amount of the initial debit is fully satisfied.
    2. To the extent that there is any conflict between the provisions of Section 7.1 and the provisions of any official Tekion Pay Standing Automatic Debit Authorization form (the "Authorization") that constitutes an authorization to debit the External Bank Account, the Tekion Pay Standing Automatic Debit Authorization form will prevail over Section 7.1 to the extent of the conflict.
    3. You agree to maintain funds in Your External Bank Account sufficient to pay all outstanding amounts You owe to Tekion so that each debit to the External Bank Account will be honored. Tekion is not liable for any fees or other costs incurred by You as a result of Your failure to maintain sufficient funds in Your External Banking Account, including any fees imposed by the financial institution that holds Your External Bank Account. Your access to Tekion Pay may be suspended or terminated if You fail to maintain sufficient funds in Your External Bank Account.
    4. This Authorization and the authorization in Section 7.1 will remain in effect until the later occurrence of: (a) Your satisfaction of all outstanding liabilities You owe to Tekion; or (b) termination of Your use of Tekion Pay and Your provision of written notice of revocation of the Authorization to Tekion. You may provide notice of revocation of Authorization by submission of written notice of such revocation to Tekion in accordance with the notice requirements under the Agreement.
  8. Reserve Account.
    1. Upon Tekion's request, You agree to establish and fund an account of a type acceptable to Tekion in Tekion’s sole discretion for the sole purpose of securing, in Tekion's favor, any payment or reimbursement obligations arising out of Your use of Tekion Pay ("Reserve Account"). Tekion has the sole right to determine the minimum amount You must maintain in the Reserve Account ("Reserve Minimum") and other conditions applicable to the Reserve Account. Tekion in its sole discretion may increase or decrease the Reserve Minimum upon prior notice to You. If You fail to maintain the Reserve Minimum, You authorize Tekion to fund the Reserve Account by debiting Your External Bank Account in the amount necessary to satisfy the Reserve Minimum. If You fail to maintain the Reserve Minimum, Tekion reserves the right to suspend or terminate Your use of Tekion Pay.
    2. You grant Tekion a lien and security interest in the Reserve Account. This means that if You have not paid funds that You owe Tekion under these Terms, the Agreement, and the applicable Order Form for Your use of Tekion Pay, Tekion has a right superior to the rights of any of Your other creditors to take control of the Reserve Account and transfer funds in the Reserve Account to Tekion to satisfy Your obligations to Tekion. Upon Tekion’s request, You will execute and deliver any documents and pay any associated costs relating to creating, perfecting, or maintaining a security interest in the Reserve Account, including but not limited to executing a relevant account control agreement and filing any applicable security interest forms contemplated by the relevant laws of Your Country.
  9. Restrictions on Use. In addition to the restrictions on use set forth in the Agreement, You must not (i) use Tekion Pay for any fraudulent, unlawful, deceptive, or abusive purposes, or in any manner harmful to, or intended to harm, Tekion, Stripe or any third party; or (ii) use Tekion Pay for any activity listed in the Prohibited and Restricted Businesses List made available by Stripe, as updated from time to time.
  10. Tekion Pay Data. "Tekion Pay Data" means any data about Your transactions via Tekion Pay or otherwise about Your use of Tekion Pay. Tekion Pay Data is included in Your Data for all purposes of the Agreement. You grant Us permission to allow Stripe to access and process Your Tekion Pay Data as required for the operation of Tekion Pay or for regulatory compliance purposes. We are not responsible for any use, disclosure, modification or deletion of Your Tekion Pay Data by Stripe.
  11. Fees. You will pay Us the rates specified in the applicable Order Form for use of Tekion Pay.
  12. Other Amounts Owed. You are immediately responsible to Tekion for all disputed transactions, refunds, returns, reversals or fines ("Amounts Owed") regardless of the reason or timing to the extent Tekion is liable to Our third-party payment processors or any other third party for the transactions processed using Tekion Pay. You agree to pay all Amounts Owed to Tekion on demand. Failure to promptly pay Amounts Owed is a breach of these Terms. If you fail to pay Amounts Owed to Tekion under these Terms or the applicable Order Form, Your access to Tekion Pay may be suspended or terminated and in any event you will remain liable for such Amounts Owed until they are fully discharged and paid.
  13. Indemnity by You. In addition to Your indemnification obligations to Us in the Agreement, You will indemnify Us from and against all losses, damages, liabilities, costs, expenses (including reasonable legal fees), penalties and fines paid or incurred by Us to the extent arising out of: (a) Your or Your Users’ breach of the Stripe Connected Account Agreement or These Terms; (b) Your or Your Users’ use of Tekion Pay, including any act or omission by You or Your Users related to Tekion Pay; (c) inaccurate or incomplete information provided to Us, Stripe, or any third-party by or on behalf of You or Your Users; (d) all activity in Your Tekion Pay account, whether initiated by You or not (including all transactions, disputes (including chargebacks), refunds, reversals, and associated fines); and (e) any use of Tekion Pay in a manner prohibited by applicable law, under the Agreement or the Stripe Connected Account Agreement.

Regional Schedule to Tekion Pay Product Terms

The terms set forth in this Regional Schedule modify the Tekion Pay Product Terms to the extent that Your use of Tekion Pay is governed by the laws of any country expressly identified below. All terms of the Master Subscription Agreement, the Tekion Pay Product Terms, relevant Order Forms, and other incorporated terms and conditions apply to Your use of Tekion Pay in full force and effect unless expressly modified herein.

  1. Canada. To the extent that Your use of Tekion Pay subjects You or Your operations to the laws of the country of Canada, the provisions of this Regional Schedule Section 1 (Canada) govern such use, and matters relating to such use.
    1. Stripe Agreements. Stripe terms referenced in Section 4 (Stripe Connected Account Agreement) of the Tekion Pay Product Terms are available at the links below.
      1. Stripe connected account agreement
      2. Stripe terms of use
      3. Stripe privacy policy
    2. Governing Law. These terms of the Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal Laws of the province of Ontario and federal laws applicable therein, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
    3. Venue; Fees. The courts located in Toronto, Ontario will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and legal fees on a substantial indemnity basis.