User Terms of Service

Last modified September 2017
Attention, Smooth Commerce is providing this User Terms of Service as a sample only, this is not legal advice.

By accessing, downloading, copying and/or using any App powered by Smooth Commerce, you agree to the following User Terms of Service.

The Smooth™ Platform

SmoothPay, Inc., operating under the brand name “Smooth Commerce” (“Smooth”, “Company” or “We”), configures branded native mobile apps (“App” or “White Label App”) for merchants (“Merchant”) through a platform (“Platform” or “Smooth Platform”) that includes order ahead, loyalty rewards, payments, offers and promotions and related services (“Services” or “Smooth Services”).

This User Terms of Service (“Terms and Conditions” or “Agreement”) is a contract between you (“User”) and Smooth Commerce. By downloading, accessing, copying, using a White Label App and/or the Services, you agree to these User Terms.

We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective when posted or at the date specified. If the revised version includes a Substantial Change, we will provide you with 30 Days' prior notice of any Substantial Change by posting a notice on our website. You must consider this Agreement and any risks contained herein carefully when choosing to use a While Label App or related Smooth Services.

User License

Smooth Commerce grants you a limited, non-exclusive, non-transferable license, to access, view, download, install, and use this App for the purpose of using the Smooth Services, including the initiation of orders and/or payment for goods and/or services and for participating in merchant reward Programs and Promotions. Except as expressly permitted by these User Terms, you may not modify, reproduce, distribute, publish, reverse-engineer, create derivative works out of, decompile, deep link, publicly display, or otherwise exploit for any purpose, Smooth Commerce Apps, Services or Smooth Commerce intellectual property, or any portion thereof. You may not remove or alter, or reuse in any manner or for any other purpose, any copyright, trademark or other proprietary notices that have been placed on the Smooth Commerce Platform. You may not collect and use the product listing, pictures, or descriptions within the Smooth Commerce Platform for any commercial purpose. All rights not expressly granted to you by this Agreement remain the property of Smooth Commerce and its licensors.

Smooth Platform User Account

You agree to:
One Account Per Person. You agree to only register and use one user account per White Label App.
Eligibility. The App is not targeted towards, nor intended for use by, anyone under the age of 13. A USER MUST BE AT LEAST AGE 13 TO ACCESS AND USE THE APP. If the User is between the ages of 13 and the age of majority in his or her jurisdiction of residence, he or she may only use the App under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use.
Accuracy of Information. You are responsible to ensure the accuracy of your information and your payment methods.
Identity Authentication. You authorize Smooth Commerce, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information or verifying your information against third-party databases or through other sources.
Payment Methods. You may only use payment methods that are valid and in good standing. Payment methods must be solely issued to you. You will be responsible to keep the account information associated with your payment accounts up to date in the Apps.
Assignment. Your account and any credits earned through the use of the program are intended only for your personal use. You may not transfer your account or credits to another party. You may not transfer any rights or obligations you have under this Agreement without Smooth Commerce's prior written consent. Smooth Commerce reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

Offers and Credits

Merchant Credits. “Merchant Credits” are credits that are available at a specific Merchant location or chain of locations. Credits may be awarded, earned, or purchased. Credits may have a direct cash value or be redeemable for specific items.
Smooth Commerce Global Credits. “Global Credits” are credits that are available at any Merchant location with a Smooth Commerce App. Smooth Commerce global credits may be awarded, earned, or purchased. Credits may have a direct cash value or be redeemable for specific items.
Redeeming Credits. The redemption of available credits may be automatically performed on purchase or at the discretion of the user, depending on the specifications of the Merchant.
Reversal of Credits. Smooth Commerce has the right to reverse any credits issued.
Expiry of Credits and Offers. Smooth Commerce and the Merchant have the right to discontinue any offer or loyalty credit program at any time without notice. Failure to keep your account active and up-to-date may result in your credits expiring. Smooth Commerce has no obligation to compensate you for Smooth Commerce Merchant credits if they are with a Business that closes locations, transfers ownership, goes out of business or refuses to accept payment with the App.
Combination with other offers. Smooth Commerce and the Merchant have the right to refuse the combination of App offers with other offers.

Authorization of Payments on the Smooth Platform

Accepted Payment Methods. Currently, Smooth Commerce apps accept Visa, MasterCard, AMEX, Visa Debit, PayPal, and Merchant Gift Cards (where available) as payment methods. We have the right to add other payment processing options at any time without notice.
Purchases. All items or services purchased or any payment made using the App will be considered a final sale with no refunds with respect to Smooth Commerce's Services. Further, we are not party to any item or service sold, its condition, quality, your satisfaction with it, or your receipt of the item or service. When you authorize a payment, you attest to having received what you are buying and acknowledge your understanding that you are accepting a final sale with no option for a payment refund unless initiated by the Merchant.
Payment Method Limitations. In order to manage risk, Smooth Commerce may limit the payment methods available for a transaction. We may, at our discretion, impose limits on the amount of money you can spend through the App.
Receipts. To ensure accuracy of payment Smooth Commerce may send a receipt to your mobile device and to your email on file. You may review your transaction history through the App.
Order Ahead. Users who download the App to a device may also elect to participate in certain functionality of the App which will allow the User in certain Merchant locations to use the App to order ahead and pay for certain products prior to arrival at the store. Smooth Commerce is not party to any item or service sold and not responsible for preparation/wait time, its condition, quality, your satisfaction with it, or your receipt of the item or service. Smooth Commerce and the Merchant reserve the right at any time to discontinue order ahead or change the location of stores or markets offering order ahead.
Incorrect Amounts. If you notice that a merchant has billed you incorrectly advise them at that time so that they can reverse the incorrect amount and charge you the correct amount.
Disputes. If a dispute arises between you and Smooth Commerce, our goal is to learn about it and address your concerns. You may report a dispute with Customer Service through the Smooth Commerce Help Centre at support@smooth.tech.
Failed Payment Methods. We will not complete your transaction if your payment method is not approved or we have knowledge of a lacking of sufficient funds. If we complete a transaction and later find the payment method used for that transaction lacked sufficient funds or was declined by your card issuer, you authorize Smooth Commerce to obtain funds to correct the failed payment, and any fees, costs, and penalties we incur, from any other payment method in your account. If you fail to pay such amount on demand and funds cannot be obtained from your other payment methods, Smooth Commerce may take action necessary to collect such amounts from you, including collection action or use of third-party collectors. You agree to pay the actual costs of collection, to the extent permitted by law.

Merchant Gift Cards

Smooth Commerce Apps may enable you to give and receive digital merchant gift cards, online or through the App, and physical merchant gift cards. Merchant gift cards may only be used to purchase goods or services from the specific merchant identified on the digital or physical gift card. The Merchant may limit the participating locations, either physical or online, where the gift card may be used. Gift cards are issued by the Merchant and are not financial obligations of Smooth Commerce. Except where required by law, gift card balances are nonrefundable and may not be resold or redeemed for cash or other gift cards.

Protecting Your Privacy and User Communication

Smooth Commerce takes care to protect your privacy and security. Upon acceptance of these User Terms you confirm that you have read, understood and accepted Smooth Commerce's Privacy Policy, available here in its entirety: http://www.smoothcommerce.tech/privacy.html. Because the Privacy Policy is updated from time to time, we urge you to revisit the site from time to time at your convenience.

Notices to You. You agree that Smooth Commerce may provide notice to you by posting it on our website, emailing it to the email address(es) listed in your Account, through SMS message to the phone number you registered with, or mailing it to the street address listed in your Account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. If the notice is sent by postal mail, we will consider it to have been received by you three Business Days after it is sent.
Emails, Calls, App Notifications and SMS Messages to You. By providing your email and cellular telephone number, you consent to receiving transaction confirmations and other communications from Smooth Commerce and our Merchants at that number.
Customer Satisfaction Messages. Smooth Commerce Apps provide users if so desired with the ability to rate the service experience at Merchants. If you have permitted them to do so, you may receive messages and/or calls from the Merchant for the purpose of customer service. Information you share through the comments box will be shared with the merchant so do so at your own risk. Smooth Commerce takes no responsibility for any actions (yours, the merchants or other) which may occur as a result of you sharing personal information through the comments box.
Opt-in Communications for Promotions and Advertisements. When you register with the App, we provide you the option to opt-in to receive additional communications from Smooth Commerce and/or the Merchant. You may change these settings in the App.

Keeping your Financial Information Safe

Credit Card Information. We make every effort to keep your personal information safe. We store your credit card data on encrypted servers and transmit using encryption protocols. While these efforts reduce the risk of your card information being obtained by unauthorized individuals or groups you accept that it does not completely eliminate risk. When you enter your credit card information into the App you are responsible to keep your card info from being seen. Your credit card information may be vulnerable should your mobile phone or computer be infected by malware, trojan or virus.
Email Receipts. The Smooth Platform may deliver transaction receipts to your device and email account. These receipts are a form of protection. Should you notice any transactions that are not familiar or accurate, contact Smooth Commerce Customer Support Centre [support@smooth.tech]. Be sure to keep the email you associate with your account accurate and up-to-date.
Account Password. When you register with the App you are prompted to create a password for your account. Your password is required to change any personal information about you or your credit cards. If you believe your password has been compromised contact our Smooth Commerce Customer Support Centre [support@smooth.tech].
Lost or Stolen Phone. If your phone becomes lost or stolen advise us immediately. You have the ability to disable your account by contacting our Smooth Commerce Customer Support Centre [support@smooth.tech].

Termination/Deactivation of User Account

How to Close Your Account. You may close your Account at any time by logging-in to your Account and following the instructions for account closure. Upon Account closure, we will cancel any pending transactions, unless otherwise legally prohibited.
Limitations on Closing Your Account. You may not close your Account to evade an investigation. If you attempt to close your Account while we are conducting an investigation, we may retrieve the disputed funds and any services fees to protect Smooth Pay or a third party against the risk of Reversals, Chargeback’s, Claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Account even after the Account is closed.
Dormant Accounts. If you do not log-in to your Account for two or more years, Smooth Commerce or the Merchant reserve the right to close your Account.

Restricted Activities

In connection with your use of the App and any Smooth Commerce or Merchant services, or in the course of your interactions with Smooth Commerce, Merchants, other Users, or third parties, you will not:

• Breach this Agreement, the Acceptable Use Policy or any other agreement or policy that you have agreed to with Smooth Commerce and the Merchant;
• Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
• Infringe Smooth Commerce's, Merchant's, or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
• Sell counterfeit goods;
• Act in a manner that is defamatory, trade libelous, threatening or harassing.
• Provide false, inaccurate or misleading information;
• Send or receive what we reasonably believe to be potentially fraudulent funds;
• Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
• Attempt to double-dip during the course of a dispute by receiving or attempting to receive funds from both Smooth Commerce and the Merchant, bank or credit card issuer for the same transaction;
• Use an anonymizing proxy;
• Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;
• Conduct your business or use our Services in a manner that results in or may result in complaints;
• Use your Account or our services in a manner that Smooth Commerce, Visa, MasterCard, Amex or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
• Disclose or distribute another User's Information (you obtain directly from that User) to a third-party, or use the Information for marketing purposes unless you receive the Users express consent to do so;
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
• Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
• Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
• Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with Smooth Commerce and/or Merchant website or services;
• Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
• Use our Services to test credit card behaviors.

General Provisions

Intellectual Property. “Smooth Commerce”, “Smooth”, “Smooth Platform” and all related logos are either trademarks or registered trademarks of SmoothPay, Inc. or its licensors. You may not copy, imitate or use them without SmoothPay, Inc.'s prior written consent.
Limitations of Liability. In no event shall we, our parent, employees or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our web site, SmoothPay, Inc.’s services, or this agreement (however arising, including negligence). Some provinces do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. Our liability, and the liability of our parent, employees and suppliers, to you or any third parties in any circumstance is limited to the actual amount of direct damages.
No Warranty. SmoothPay, Inc, our parent, employees and our suppliers provide our services as is and without any warranty or condition, express, implied or statutory. SmoothPay, Inc, our parent, employees and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. SmoothPay, Inc. does not have any control over the products or services that are paid for with our Apps and SmoothPay, Inc. cannot ensure that a buyer or a Seller you are dealing with will actually complete the transaction or is authorized to do so. SmoothPay, Inc. does not guarantee continuous, uninterrupted or secure access to any part of SmoothPay, Inc.'s Services, and operation of our site may be interfered with by numerous factors outside of our control. We make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but make no representations or warranties regarding the amount of time needed to complete processing because SmoothPay, Inc.'s Services are dependent upon many factors outside of our control, such as delays in the banking system or the Canadian or international mail service. Some provinces do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from province to province.
Complete Agreement. This Agreement, along with any applicable policies and agreements on SmoothPay, Inc.'s website and separate agreements with the Merchant set forth the entire understanding between you and SmoothPay, Inc. with respect to SmoothPay Inc.'s Services. 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.