Dream Payments Terms of Use

General

1. Scope: This Agreement by and between you and Dream Payments Corp. governs your use of the Service for the purpose of processing and making payments electronically and applies when you access or use the Service, regardless of the technology you use to access the Service.
2. Binding Effect: Your use of the Service means that you agree to and accept this Agreement as amended. If you do not agree to any term or condition of this Agreement or to any change in this Agreement, you must immediately stop using the Service.
3. Changes to the Service: You understand that we may add, remove or change any part or feature of the Service, at any time, without giving notice to you. You agree to revisit these terms and conditions each time you access the Service.
4. Interpretation: Capitalized terms used in this Agreement are defined in Section 26 below.

Login IDs, password and multifactor authentication (MFA)

5. Use: You must use your Login ID, Password and Multifactor Authentication (either by SMS One-Time-Passcode 'OTP' or Time-Based-One-Time-Password 'TOTP' generated by an Authenticator App) to access Digital Payments.
6. Security: You agree to keep your Password absolutely confidential; it is for your use alone. You will not disclose to others (including but not limited to a close family member, a friend or any bank or public official) what your Password is. You must carefully select your Password so that it cannot be easily guessed or reverse engineered by anyone else. When choosing your Password, you must not use:
   • A numeric version of your name or a close relative's name;
   • Your birth date, year of birth, telephone number or address, or that of a close relative;
   • Your Account number or credit card number;
   • A number on any ID card you keep with you or in your purse or wallet (such as your social insurance number or driver's license number);
   • Any other number which can be easily obtained or guessed by someone else; or
   • A user identification login number you use for any other service.

   You should memorize your Password rather than keep any written record of it. However, if you decide that you truly need to keep a written record, you agree that:

   • You will not record your Password on, or in close proximity to your Digital Payments account information;
   • Your Password must be disguised within the written record you make so that no else can easily guess that it is a record of your Password; and
   • You will not record your Password on your Electronic Device in any way, and you will not store your Password near your Electronic Device (for example, on a sticky note placed on the edge of your monitor screen or keypad).

   When entering your Login ID and Password into an Electronic Device, you must take all reasonable precautions to prevent others from seeing you entering this information such as by ensuring that no one can see your computer screen or keypad on your Electronic Device.

7. Password Becomes Known: If your Password is compromised, or you suspect that someone else knows your Password or is using your Password, you must notify us as soon as possible (and in any case within 24 hours after learning or suspecting such event or use) and follow the instructions that we give to you. To report a compromised Password, you can contact Dream at dreampaysupport@dreampayments.com.

   If you suspect that someone else knows your Password, you must change your Password immediately.

8. Responsibility for Losses: You are responsible for any Losses that result from your own use of your Login ID or Password. You are also responsible for any Losses that result from any use by a third party of your Login ID or Password, including, without limitation, use by a service provider that provides an online account aggregation service, which retrieves, consolidates and presents your Accounts for the sole purpose of allowing you to view your Accounts in one place, that you authorized (contrary to Section 6) to use your Login ID or Password. Without limiting the generality of the first sentence in this Section 8, you are also responsible for any Losses that result if:
   • You make an entry error when using Digital Payments;
   • You claim that an Account or Service was accessed by someone else but you do not co-operate fully in an investigation by us or the authorities; or
   • Someone else uses your Login ID and Password without your authority but your actions (or inaction) contribute to that unauthorized use.

   You acknowledge that the amount of Losses for which you may be held liable is not limited to the Account balance, or by your payment limits.

   You agree that you are responsible for any Losses that result from your own use of your Electronic Device to access the Services or that result from any use by a third party of your Electronic Device to access the Services. If you suspect someone else is using your Electronic Device to access the Services, you must notify us in accordance with Section 7 of this Agreement.

9. Instructions: You acknowledge that each Instruction that you provide to us is final. You agree that we may rely on your Instructions (including but not limited to your electronic acceptance of this Agreement and other online agreements) as if you had provided us with a paper copy of them. You agree that you will be liable for the transactions that are conducted on your Instructions, and any Losses that may arise from these transactions. You agree that we may maintain a record of your Instructions. Our records of your Instructions will be binding on you in a dispute, including but not limited to any legal proceedings, unless you provide clear proof that our records are wrong or incomplete.
10. E-mail: E-mail sent over the Internet is not secure and may be lost, intercepted, or altered. Except as otherwise specified in another written agreement that you have entered into with us, you agree that we are under no obligation to accept or act on any instructions you provide to us by e-mail. If you send us confidential information by e-mail, we will not be liable if it is lost or intercepted, altered or misused by someone else. If you send us an e-mail, you agree that we may (at our sole discretion) respond to you by e-mail, and provide by e-mail any confidential information that you have requested; you also agree we will not be liable if the information we provide to you by e-mail as contemplated in this Section 10 is lost or intercepted, altered or misused by someone else.
11. Use an Anti-Virus Program, Anti-Spyware Program and Firewall; Signing Off: The Electronic Device you use may be vulnerable to viruses or online attacks that seek to intercept or alter information including but not limited to sensitive information that you provide through the Internet. To reduce the chances of harm, you should take all reasonable precautions, including but not limited to ensuring that any Electronic Device you use to access Digital Payments has an up-to-date anti-virus program, anti-spyware program and a firewall, if such security measures are available for your Electronic Device. To prevent unauthorized access to your Accounts, you must sign off Digital Payments, and close your browser as soon as you finish using it.
12. Other Use of Login ID: You understand that your Login ID may be used by us in order to pre-populate your personal information for the purpose of creating reports necessary for Dream Payments to operate and support the Service.

Digital payments

13. Declining Your Instructions: When using Digital Payments, you agree that we may decline to act on an Instruction if we suspect that the Instructions are not from you, are inaccurate or unclear, have not been properly authorized by you, or are provided by you for some illegal or improper purpose. We will not be liable if we decline to act on an Instruction in these circumstances.
14. Fees: You acknowledge that third parties, including but not limited to internet and wireless service providers, may charge you additional fees for access to the Services using an Electronic Device.
15. No Liability for Information Services: Except as provided in Section 22 or as required by applicable law, neither we nor our Information Providers will be liable to you for Losses arising from the Information Services. As examples, neither we nor our Information Providers will be liable if the information provided does not meet your needs, or is not suitable for any particular purpose; is not timely, in sequence, or accurate; or is unavailable at any time. Our Information Providers may enforce the terms of this Agreement against you.
16. Intellectual Property Rights: All information and tools we provide online, and all software and systems used by us to provide the Services and the Web Site, are proprietary to, and owned by, us, our Information Providers and our other licensors, and are protected by intellectual property laws. You agree not to sell, distribute or commercially exploit the information or tools. You further agree not to use the information or tools except for your own personal use and in accordance with this Agreement. Except as otherwise permitted under this Agreement, you will not do any of the following: (i) modify, adapt, translate, reverse engineer, decompile, or disassemble any software and systems used by us to provide the Services or the Web Site; (ii) copy, mirror, reproduce, distribute, publish, download, post, transmit, or create derivative works based on any of the content found, accessible, or made available to you on the Web Site or through the Services in any form or in any manner; (iii) sell, resell, or make any commercial use of such content; and (iv) use any robots, bots, spiders, web crawlers, data mining software, or any other automated tools or data gathering or extracting software on such content or to collect any information from the Web Site or from other users of the Services. Nothing in this Agreement or on the Web Site will be construed as providing you with any right, title, and interest in or to any of Dream's intellectual property rights, or to grant you any licenses, whether by implication or otherwise.
17. Access to Web Sites; No Streaming of Information: You agree that you will not use Digital Payments, the Information Services or our Web Site for an illegal or improper purpose, or take steps that could have a negative impact on, interfere with, compromise, or alter the security, integrity or functioning of our systems or that could allow unauthorized access to our systems. You further agree not to use a third party's website, software or service to access Digital Payments, the Information Services or our Web Site, or to stream or otherwise make available any information we provide online, including but not limited to Information Services.

Alerts

18. E-mail Address for Alerts: Alerts may be sent to the e-mail address you provide as your primary e-mail address for Digital Payments.
19. Information in Alerts: We may include specific, confidential personal information in Alerts, and you expressly consent to such use of your confidential personal information by us.
20. Security of Alerts: Due to their nature, you acknowledge and accept the risk that Alerts may be lost, intercepted, reviewed or altered by others.
21. Limitation of Liability with Respect to Alerts: You agree that your Alerts may be delayed, not delivered or be inaccurate due to a variety of factors, including but not limited to technical problems, and except as provided in Section 22 or as required by applicable law, we will not be liable to you for any Losses arising out of your use or inability to use the Alerts, or for the accuracy or inaccuracy of any Alerts, regardless of the cause of action, including but not limited to negligence, even if we are advised of the possibility of such damages.

Liability, warranties and withdrawal of access

22. Limitation of Liability: You understand and agree that, in addition to those limitations of liability set out elsewhere in this Agreement, we will be liable to you only for direct damages resulting from our gross negligence, fraud or willful misconduct arising directly from the performance by us of our obligations under this Agreement and we will not be liable to you for any other damages. Also, we will not under any circumstances be liable to you for any other Losses, including but not limited to indirect, incidental, special, punitive or consequential losses or damages including but not limited to without limitation, loss of profits, damages for inconvenience, loss of revenue, loss of business opportunities, or any other foreseeable or unforeseeable loss resulting directly or indirectly out of this Agreement or any services, including but not limited to the Services, provided to you by us, even if we were advised of the possibility of damages or were negligent. These limitations apply to any act or omission of us or our officers, directors, affiliates, agents or suppliers, whether or not the act or omission would otherwise give rise to a cause of action in contract, tort (including but not limited to negligence), statute or any other doctrine of law. Gross negligence in this Section 22 means conduct (whether through action or inaction, or through words or silence) which is (a) a marked and flagrant departure from the conduct ordinarily expected of a reasonable and prudent person in our position, or (b) so wanton and reckless as to constitute an utter disregard for harmful, foreseeable and avoidable consequences.
23. No Liability in Certain Cases: Subject to applicable law and notwithstanding Section 22, we will not under any circumstances be liable to you for any Losses resulting from:
    • Failure to sign off of Digital Payments after you have finished using it, regardless of how the Service was accessed;
    • Failure to comply with any of your obligations under this Agreement, including but not limited to those in Sections 6, 7 and 8;
    • Failure to use up to date anti-virus software, anti-spyware software and a firewall on the Electronic Device you use to access Digital Payments, if such security measures are available for the Electronic Device you used;
    • Government restrictions or actions, exchange or market rules or the suspension of trading;
    • A situation in which Digital Payments is unavailable for any reason, or is available but subject to delays or errors; or
    • The circumstances where we have indicated that we will not be liable or responsible or that you are responsible in Sections 7, 8, 10, 13, 15, and 21 of this Agreement.

    These limitations apply to any act or omission of us or our employees, officers, directors, affiliates, agents or suppliers, including but not limited to any negligent acts or omissions of such persons, and to any Losses resulting from such act or omission, even if we were advised of the possibility of damages, regardless of the form or the basis of action, including but not limited to a cause of action in contract, tort (including but not limited to negligence), statute or any other doctrine of law to the maximum extent allowable by applicable law.

24. No Warranties: Except for explicit promises we make to you in another agreement in writing, we disclaim any warranties and conditions (including but not limited to any oral, implied or statutory warranties and conditions) regarding the nature, quality or character of Digital Payments, the Information Services, the Web Site and the Accounts and Services, including but not limited to any warranties and conditions as to merchantability, operation, currency, timeliness, merchantable quality, fitness for a particular purpose, title, non-infringement, security, and accuracy. We do not represent or warrant that (i) the Services or the Web Site will meet your requirements; (ii) the Services or the Web Site will be error free or provided on an uninterrupted or continuous basis; (iii) there will be no delays, no difficulties in use, no defects, or no incompatibilities with your use of the Services or the Web Site; (iv) all deficiencies in the Services or the Web Site can be found or corrected; and (v) that the Web Site and any communication from us, whether from the Web Site, or otherwise, is free of viruses, malicious code, unauthorized programs, disable code, or other harmful components.
25. Withdrawal of Access: We may terminate this Agreement with you or withdraw your access to Digital Payments at any time, without notice to you, in which case this Agreement will continue to apply in respect of your past access. We will not be liable for any Losses or inconvenience that result from our withdrawal of your access.

Definitions

26. Definitions — In this Agreement, the following terms will have the following meanings:

• "Account" means any account you have with us
• "Agreement" means this Terms of Use agreement
• "Alerts" has the meaning given in Section 19
• "Digital Payments" means the online payments service offered by Dream that allows you to view information and/or conduct transactions including but not limited to designating an account to receive payments after Login ID and Password authentication, and includes access through any Web Site or mobile application, specifically designed by Dream or a third-party service provider, through which you may sign on to Online Payments for use through an Electronic Device
• "Dream" means Dream Payments Corporation
• "Electronic Device" means any electronic device that we allow you to use to access Digital Payments including but not limited to, a personal computer, cellular phone, telephone, smart phone, wearable device or personal digital assistant
• "Information Provider" means a supplier who provides us, directly or indirectly, with all or part of our Information Services
• "Information Services" means any information services we may make available online
• "Instruction" means an instruction or direction that is communicated to us after Login ID and Password authentication through Digital Payments
• "Login ID" means the user ID you use to sign on to Digital Payments and will be the email address you provide when you agree to receive your payments electronically
• "Losses" means any and all damages, claims, fines, penalties, deficiencies, losses, liabilities (including but not limited to settlements and judgments), costs and expenses (including but not limited to interest, court costs, reasonable fees and expenses of lawyers, accountants and other experts and professionals or other reasonable fees and expenses of litigation or other proceedings or of any payment, default or assessment), including, without limitation, indirect, incidental, special, punitive or consequential losses or damages, loss of profits, loss of revenue, loss of business opportunities, or any other foreseeable or unforeseeable loss resulting directly or indirectly out of this Agreement or the Services provided to you, even if Dream was advised of the possibility of damages or was negligent
• "Multifactor Authentication" means the secure mechanism whereby a user either receives a One Time Passcode (OTP) via SMS to their mobile device to be entered on the login screen along with Login ID and Password; or, the timebound code generated by an Authenticator App (TOTP)
• "Password" means the confidential phrase or combination of letters and numbers that you are required to choose and is your personal security mechanism used in conjunction with MFA to sign on to or transact on Digital Payments
• "Service" means any product or service you can access through Digital Payments which can be accessed by an Electronic Device
• "we", "us" and "our" means Dream and its affiliates
• "Web Site" means any website operated by Dream through which you sign on to Digital Payments
• "you" and "your" means the customer with an Account or Service which is accessed through Digital Payments

General provisions

27. Governing Law, Etc.: (a) This Agreement is governed and interpreted in accordance with the laws of the province of Ontario and the applicable laws of Canada; and (b) you agree to submit to and be bound by those laws and the courts of Ontario in the event of any dispute relating to this Agreement. Any judgment we obtain will not affect your obligations under this Agreement.
28. Severability: If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.
29. Quebec Only: You confirm that you prefer this Agreement and any related documents be in English. Vous confirmez préférer que cette convention et les documents s'y rattachant soient rédigés en anglais.
30. Accessing Web Site from other Jurisdictions: You acknowledge and agree that while you may access the Web Site from other jurisdictions outside of Canada, some aspects of the Services or some information on the Web Site may not be available to you in those jurisdictions. We are only offering to you Services that are legally permitted in the jurisdictions from which you access the Web Site or the Services, whether through Mobile Payments or otherwise. If you access or use the Services or the Web Site outside of Canada, you do so at your own risk, and you bear all responsibility for compliance with any local, provincial, national, or international laws that are applicable to such access or use of the Services or the Web Site by you.