Terms of Service

For purposes of these Terms:

Account

means any account created to access the Services.

API

means the Commtrac application programming interfaces and associated developer infrastructure.

Authorized User

means an individual authorized by a Customer to access the Services.

Customer

means any individual or legal entity using the Services.

Documentation

means technical documentation, developer guides, specifications, and other materials made available by Commtrac.

Financial Institution

means a bank, credit union, broker, payment institution, or similar regulated entity.

Merchant

means any business integrating or using the Services to facilitate payment or financial workflows.

Services

means all products, APIs, software, websites, infrastructure, communications, documentation, developer tools, products, and related technologies provided by Commtrac.

You may use the Services only if:

• you are at least the age of majority in your jurisdiction;
• you have legal authority to enter into these Terms;
• you are legally permitted to use the Services under applicable law;
• you are not prohibited from receiving the Services under applicable sanctions or export control laws.

If using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Certain Services require registration.

You agree to:

• provide accurate information;
• keep your information current;
• maintain the confidentiality of your credentials;
• promptly notify Commtrac of unauthorized account activity.

You are responsible for all activity occurring under your account unless caused solely by Commtrac's gross negligence or willful misconduct.

Commtrac may require identity verification or additional information where necessary to comply with applicable law, security requirements, or risk management procedures.

Subject to these Terms, Commtrac grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for lawful business purposes.

You may use the Services only in accordance with:

• these Terms;
• applicable laws and regulations;
• our Documentation;
• any applicable API or enterprise agreement.

You agree not to:

• violate any applicable law;
• infringe intellectual property rights;
• reverse engineer or decompile the Services except where prohibited by law;
• interfere with or disrupt the Services;
• introduce malware or harmful code;
• attempt unauthorized access;
• bypass authentication or security controls;
• scrape, copy, or harvest data beyond authorized use;
• use the Services to facilitate fraud, money laundering, terrorist financing, sanctions evasion, or unlawful financial activity;
• misrepresent your identity;
• interfere with other users;
• exceed API rate limits;
• resell or sublicense the Services without written authorization.

Commtrac reserves the right to investigate suspected misuse.

The Services, including all software, APIs, Documentation, source code, object code, designs, trademarks, trade names, logos, graphics, text, workflows, and related intellectual property are owned by Commtrac or its licensors.

These Terms do not transfer ownership of any intellectual property.

Except as expressly permitted, you may not:

• copy;
• distribute;
• modify;
• create derivative works;
• commercially exploit;
• publicly display;
• sublicense;

any portion of the Services.

Feedback voluntarily provided to Commtrac may be used without restriction or compensation.

Commtrac strives to maintain reliable Services but does not guarantee uninterrupted availability.

Services may be affected by:

• scheduled maintenance;
• emergency maintenance;
• third-party outages;
• telecommunications failures;
• banking network availability;
• internet disruptions;
• force majeure events or acts of God;
• software updates.

Commtrac may modify, suspend, discontinue, or replace any portion of the Services at any time.

Where reasonably practical, advance notice will be provided for planned maintenance.

The Services may interact with or rely upon third-party systems, including financial institutions, payment networks, telecommunications providers, cloud infrastructure providers, identity providers, and other external services.

Commtrac does not control or guarantee:

• third-party availability;
• response times;
• banking systems;
• financial institution policies;
• external APIs;
• payment network performance.

Your relationship with any third party remains solely between you and that third party.

Unless expressly stated in a separate written agreement, Commtrac:

• is not a bank;
• is not a deposit-taking institution;
• does not hold customer funds;
• does not provide custodial services;
• does not provide escrow services;
• is not your financial advisor;
• does not guarantee payment settlement;
• does not guarantee transaction completion.

Commtrac provides technology, software, automation, financial messaging, banking connectivity, and related infrastructure services. Certain financial products or settlement services may be provided by separate entities or regulated financial institutions under their own agreements. This reflects Commtrac's role as the underlying technology provider rather than the financial entity itself.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMMTRAC DISCLAIMS ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• ACCURACY;
• CONTINUOUS AVAILABILITY;
• ERROR-FREE OPERATION.

Commtrac does not warrant that:

• the Services will always be available;
• transactions will complete successfully;
• third-party systems will function properly;
• financial institutions will accept or process any transaction.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

COMMTRAC SHALL NOT BE LIABLE FOR:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• CONSEQUENTIAL DAMAGES;
• EXEMPLARY DAMAGES;
• LOSS OF PROFITS;
• LOSS OF BUSINESS;
• LOSS OF REVENUE;
• LOSS OF DATA;
• LOSS OF GOODWILL;
• BUSINESS INTERRUPTION.

COMMTRAC'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNTS PAID TO COMMTRAC DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR
• USD $100.

Nothing in these Terms excludes liability that cannot legally be excluded.

You agree to defend, indemnify, and hold harmless Commtrac, its affiliates, directors, officers, employees, contractors, licensors, and agents from any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• your use of the Services;
• your violation of these Terms;
• your violation of applicable law;
• your infringement of third-party rights;
• content or data submitted by you.

Commtrac may suspend or terminate access immediately if:

• you violate these Terms;
• required by law;
• your use presents security risks;
• fraudulent or unlawful activity is suspected;
• continued access may expose Commtrac or others to liability.

Termination does not relieve either party of obligations accrued before termination.

Sections relating to intellectual property, disclaimers, liability, indemnification, governing law, dispute resolution, confidentiality, and any provisions intended to survive shall remain in effect.

These Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties agree to first attempt to resolve any dispute through good-faith negotiations.

If a dispute cannot be resolved informally, it shall be submitted to the courts located in Alberta, Canada, and each party irrevocably submits to the exclusive jurisdiction of those courts, unless otherwise agreed in writing.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief where necessary to protect intellectual property, confidential information, or security interests.

Commtrac may update these Terms from time to time.

Material changes will become effective upon publication on the Commtrac website or by other reasonable notice.

Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

These Terms constitute the entire agreement between you and Commtrac regarding the Services and supersede all prior discussions, understandings, and agreements relating to the subject matter herein.

Where a separate written enterprise agreement exists between Commtrac and a customer, that agreement shall govern to the extent of any conflict.