Thank you for selecting the Services offered by Insta Moola Financial Ltd. and/or its subsidiaries and affiliates (referred to as “InstaMoola”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and InstaMoola. By clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services
In this Agreement, “you” shall refer to any person who subscribes for or uses the Services or maintains an account with InstaMoola and includes such person’s employees and agents (including any third-party accountants or bookkeepers acting on such person's behalf). If you are an individual entering into this Agreement on behalf of a company or other legal entity, you represent that you have been authorized or that you have the necessary authority to bind such entity and its affiliates to this Agreement and to create the Account, in which case the terms "you" or "your" shall refer to such entity and its affiliates and not to you personally. If you do not have such authority you must not accept this Agreement on behalf of the entity and may not use the InstaMoola App(s) or the Services.
If you cannot or do not wish to comply with any of the terms and conditions outlined within this Agreement, your only remedy is to discontinue using the InstaMoola App(s) and the Services. If you are unable to meet any or all of the conditions outlined in this Agreement for any reason, InstaMoola has the right to deny you access to the InstaMoola App(s) and any of the Services, with or without prior notice to you, and you must destroy any materials downloaded or printed from the InstaMoola App(s).
InstaMoola grants you a non-exclusive, non-transferable limited license to use the InstaMoola App(s) when you complete and submit the sign-up form for the InstaMoola App(s) via the Website. Completing a sign-up form for the InstaMoola App(s) via the Website indicates your acceptance of this Agreement. InstaMoola reserves the right to reject your sign-up form, in its sole and absolute discretion.
You agree to use the InstaMoola App(s) and the Services only for the purposes that they were intended and only in accordance with the terms of this Agreement. The Services are provided to you on the strict condition that they are used solely for your own internal business use and not for re-sale or for any use that would constitute providing a service for third parties, unless agreed to in writing.
InstaMoola may, without notice or liability, limit the geographic locations or jurisdictions where some or all of the Services may be available; add, discontinue or revise any aspect, mode or design of the InstaMoola App(s) or the Services, which include but are not limited to the scope of service, time of service, or to the software required for access to the Services. If any such additions or revisions result in a failure of, or error, omission, defect, deficiency, delay causing downtime, or inability of you to access the Services for any length of time, including as a result of the permanent termination of the Services, you acknowledge, with no prejudice to the foregoing, and agree that the only remedy for any error, omission, defect, deficiency, delay or other failure of the InstaMoola App(s) or the Services whatsoever is to discontinue using the InstaMoola App(s) and the Services.
InstaMoola accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using the InstaMoola App(s) or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials by us does not constitute our endorsement or warranty as to the compliance of such information or materials with applicable privacy legislation, or to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
If you are creating an Account on behalf of a business, you must provide us with the business contact information of at least one other person who works at the business. In case you leave the business and InstaMoola is contacted by your business’s principal contacts, we may be required to provide access to the Account. You agree to hold harmless and release InstaMoola from any liability if we do so.
You hereby represent and warrant to us that you have obtained all consents necessary in your jurisdiction to provide us with the information we require to provide Payroll Services. In particular, this includes (but is not limited to) consent to access your employees’ bank accounts to process direct deposits of payments, as well as to debit overpayments and payment errors. You expressly authorize InstaMoola to process such deposits and debits as required from time to time and you agree to defend, indemnify and hold harmless InstaMoola, its affiliates and subsidiaries, and their respective officers, directors, employees, contractors and agents (collectively, the “ InstaMoola Parties”) against any damages, losses or claims arising in respect of payroll processes and access to employee accounts (excepting fraud, willful neglect, or manifest error by InstaMoola Parties).
You agree to notify us immediately of any unauthorized access to or use of the Account. You agree to hold harmless and release the InstaMoola Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or Account, either with or without your knowledge. You agree to defend, indemnify and hold harmless the InstaMoola Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your Account, whether or not you were directly or personally responsible.
InstaMoola may modify or improve its software (including the InstaMoola App(s)) from time to time. As such, we may remotely update any version of our software with or without a prior notice to you. The updates may occur automatically or may be caused to occur through operation of prompts that appear on the user interface within the InstaMoola App(s). The updated version will be subject to the then-current Agreement and any other additional terms that may also be included in such Agreement with or without notice. InstaMoola may send emails to its users explaining the new features of the updated version of the software or may simply post such updates on the most appropriate portion of the Website.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE TOTAL MAXIMUM AGGREGATE LIABILITY OF THE INSTAMOOLA PARTIES TO YOU AND YOUR AFFILIATES AND OTHER RELATED PARTIES (COLLECTIVELY IN THIS SECTION REFERRED TO AS THE “AGGRIEVED PARTIES”) FOR ALL PAST, PRESENT AND FUTURE CLAIMS, DEMANDS, CAUSES OF ACTIONS, DAMAGES, COSTS, EXPENSES OR LOSSES (COLLECTIVELY THE “CLAIMS”) IN RELATION TO OR ARISING UNDER THIS AGREEMENT (WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY) WILL BE LIMITED TO THE AGGRIEVED PARTIES’ ACTUAL DIRECT DAMAGES AND WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED, IN THE AGGREGATE, FOR ALL CLAIMS, THE TOTAL AMOUNT PAID BY YOU UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE LOSS. THIS REMEDY WILL BE THE AGGRIEVED PARTIES’ SOLE AND EXCLUSIVE REMEDY. HOWEVER, THE ABOVE LIMIT WILL NOT APPLY TO CLAIMS RELATING TO: (A) DEATH OR PERSONAL INJURY RESULTING FROM THE INSTAMOOLA PARTIES' NEGLIGENCE; (B) THE INSTAMOOLA PARTIES' FRAUD.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE THE INSTAMOOLA PARTIES FROM ANY AND ALL CLAIMS WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF THE INSTAMOOLA APP(S) AND THE SERVICES, INCLUDING THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO THE INSTAMOOLA APP(S); (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA RELATING TO THE USE OF THE INSTAMOOLA APP(S) AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE INSTAMOOLA APP(S) OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE INSTAMOOLA APP(S) AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
EXCEPT IN THE MANNER PROVIDED FOR IN THESE TERMS, INSTAMOOLA, ITS LICENSEES, AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM, AND EXPRESSLY DO NOT PROVIDE ANY DIRECT OR INDIRECT, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY; OR THAT THE INSTAMOOLA APP(S), THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY (INCLUDING ANY FUNCTIONALITY RELATED TO DATA SHARING OR INTEGRATION BETWEEN ONE OR MORE INSTAMOOLA APP(S) OR SERVICES AND ANY OTHER INSTAMOOLA APP(S) OR SERVICES) WILL: (I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE; (II) MEET YOUR REQUIREMENTS AND EXPECTATIONS; (III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE; OR (IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INSTAMOOLA APP(S) AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND YOU AGREE TO USE THE INSTAMOOLA APP(S), THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO THE INSTAMOOLA APP(S) AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF THE INSTAMOOLA APP(S) AND SERVICES FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING THE INSTAMOOLA APP(S) AND THE SERVICES.
You own all of your business's private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Services or the InstaMoola App(s). Notwithstanding the above, there may be circumstances in which we may be required to disclose your data, such as the following:
You will defend and indemnify the InstaMoola Parties against any claim, demand, suit or proceeding made or brought against any InstaMoola Parties by a third party alleging that (i) your business's private data, content and all information which you enter and use in connection with the InstaMoola App(s) or the Services, or (ii) your use of the InstaMoola App(s) or the Services other than as permitted in this Agreement, or the combination of the InstaMoola App(s) or the Services with products or services not delivered by us, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against InstaMoola”). You will indemnify the InstaMoola Parties for any damages, attorney fees and costs, or for any amounts paid by a InstaMoola Party under an approved settlement of, a claim against InstaMoola.
InstaMoola and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using the InstaMoola App(s). The technical procedures, processes, concepts and methods of operation that are inherent within the InstaMoola App(s) constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data owned by you which is entered using the InstaMoola App(s) by you or otherwise provided for accessing the InstaMoola App(s) on your behalf shall at all material times remain your property You hereby grant to InstaMoola a worldwide, perpetual, royalty free, non-exclusive right and licence to use all content provided by you in connection with the InstaMoola App(s) and the Services for uses related to the delivery of the Services.
Materials on and relating to the InstaMoola App(s), including the content and any software of the InstaMoola App(s) are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your content and data, InstaMoola reserves all rights in and to such materials. You will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer, or copy the Services or any of the materials or software or any part of the InstaMoola App(s) or any content therefrom without InstaMoola express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to your Account.
You agree not to infringe our intellectual property or the intellectual property of any of our licensors or third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreement which is provided to you by us. Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screen shots) which you generate as a subscriber using the Services. Your use of screen shots is subject to the following:
InstaMoola has rights to several trade-marks which it uses in connection with the operation of the InstaMoola App(s). InstaMoola does not grant you any right or license to use the InstaMoola trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
You agree to pay the fees for the Services as set out in Appendix A to this Agreement. Payroll Services Fees for Services are due at the time Payroll Funds are required to be remitted in accordance with this Agreement. Additional Payroll Services Fees are due at the time of the first Payroll Funds remittance after the Additional Fee was incurred or five (5) days from the date of invoice, whichever occurs first. Except as expressly provided otherwise: (i) your payment obligations are non-cancelable, and (ii) Fees paid to us are non-refundable (except as otherwise stated in the Agreement).
We reserve the right to modify our fees at any time and you agree, unless otherwise notified in writing by us, to be bound by the current published version of the fees. We will take commercially reasonable efforts to notify you of any change in fees at least 30 days in advance of the effective date. Your continued use of the Services constitutes your agreement to those changes. If a fee increase or change to this Agreement is not acceptable, you may cancel the Services as provided herein prior to the time when it takes effect.
Interest will accrue on overdue Additional Fees calculated at a rate of 18% per annum.
You may access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
You agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
You shall not use any means to restrict or prevent another user from accessing the InstaMoola App.
You shall not submit or post or deliver to other persons any unlawful, unsolicited, unauthorized or annoying material through the use of the Services, or send any promotional materials, advertise, engage in phishing, spamming, sending out of chain letters or engage in any form of improper solicitation.
You may not upload material into the InstaMoola App(s) that you ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use the InstaMoola App(s) in a manner which could block access to, impair, damage or otherwise disable the InstaMoola App(s) or any of our servers. You may not attempt to gain unauthorized access to the InstaMoola App(s) or to any other user's accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer.
You shall not lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to InstaMoola in a manner that is inconsistent with our intellectual property rights over the software.
You shall not promote any commercial interest, falsify or delete any information on the InstaMoola App, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize the InstaMoola App under false pretenses.
InstaMoola may terminate this Agreement or your use of any of the InstaMoola App(s) or Services at any time without notice for any reason, including if you breach any of these Terms will terminate in the following circumstances:
Upon such termination, you must immediately cease using the InstaMoola App indefinitely. We may at our option immediately block your access to the InstaMoola App. We may delete or erase any or all Customer Data for the Services at any time following thirty (30) days after termination of this Agreement, unless otherwise agreed in writing. You may request Customer Data extraction from us for the Services within thirty (30) days after termination of this Agreement. We may at our option charge a fee for Customer Data extraction, of which you will be clearly notified prior to providing the service.
Any terms reasonably understood to survive termination of this Agreement shall so survive, including the following sections of this Agreement unless agreed to in writing: Limitation of Liability; Disclaimer, Ownership and Disclosure of Information, Copyrights, Trade-Marks and Intellectual Property.
You will pay, on written request, our reasonable legal fees and other out-of-pocket costs incurred by us to collect any Fees or other amounts due to us under this Agreement following your breach of payment obligations.
You acknowledge that InstaMoola is not providing any legal, tax, accounting or benefits advice and that use of the InstaMoola App or the Services does not ensure compliance with any Laws. If you require legal, tax, accounting or benefits advice or assistance, you should obtain the services of a competent professional expert knowledgeable in the applicable area of expertise
You will execute and deliver to InstaMoola limited powers of attorney and other documents, forms or instruments necessary for InstaMoola to render to you the Services.
In the event that you are required to download or use software in connection with the Services (third party apps including but not limited to Intercom and MailChimp, you will not be able to download and access such software unless you first agree to the license agreement relating to such software. Use of any such software in connection with the Services is governed by these Terms and any such license agreement.
Data transmitted by InstaMoola in connection with the InstaMoola App(s) or the Services through the internet is encrypted for your protection. However, the security of transmissions over the internet can never be guaranteed. InstaMoola is not responsible for your access to the Internet, for any interception or interruption of any communications through the Internet, or for changes to or losses of data through the Internet. InstaMoola may suspend your use of the InstaMoola App(s) or the Services via the Internet immediately, without notice, pending an investigation, if any breach of security is suspected.
This Website and the Services contain links to other websites provided by third parties who offer products and services. Such sites are completely independent of InstaMoola and as we have no control over them, we accept no liability in respect of your use or inability to use them or any of the content of such sites. We likewise accept no liability in respect to any of the products, information, materials or services offered or provided by other organizations listed or linked to the InstaMoola App, nor do we endorse any of these sites or their products and services. Should you elect to enter into a binding contract with any such site, you agree to hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for any liability, claim, injury, loss or damage suffered as a result of you or anyone else offering to accept any products or service that are available from those sites.
Neither party should be held liable for a delay or failure in performance of this Agreement caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
This Agreement constitutes the entire agreement between you and InstaMoola with respect to the matters set out herein.
No delay or indulgence by either party at any time to enforce any of the provisions of this Agreement will be construed as a waiver of such provision, nor will it prejudice or restrict the rights of that party. No waiver by either party of any condition, in whole or in part, shall operate as a waiver of any other condition.
You may not assign your rights and obligations under this Agreement without the prior written consent of InstaMoola, not to be unreasonably withheld. InstaMoola may assign this Agreement or all or any part of its rights or obligations under this Agreement without your consent at any time.
Except for notices prescribed herein as effective on posting on the Website, all notices hereunder will be in writing and will be sent i) to you using the contact information provided by you to us through the Website or the InstaMoola App, and ii) to us using the contact information below. Each such communication will be effective upon receipt, provided that if the day of receipt is not a business day in the Province of British Columbia, then the notice will be deemed received on the next business day.
You acknowledge that we may communicate with you electronically, including by email, SMS, instant messaging, on the Website, and other forms of electronic communication. You consent to receiving these electronic communications. You may at any time withdraw your consent to receiving these electronic messages by notifying us.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within British Columbia, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in British Columbia, Canada.
Subject to the arbitration provision, he parties hereto irrevocably submit to the exclusive jurisdiction and venue of the courts of the Province of British Columbia, Canada. With the exception of a breach by you of any intellectual property rights of InstaMoola or any third party, any dispute arising out of or in connection with these Terms of Service shall be settled by binding arbitration in accordance with the National Arbitration Rules of the ADR Institute of Canada Inc. by one arbitrator designated in conformity with those Rules in the City of Vancouver, British Columbia. Notwithstanding the recourse to arbitration hereto, InstaMoola retain their rights to injunctive relief wherein the courts of the Province of British Columbia shall have exclusive jurisdiction with respect to any matter related to these Terms of Service. Unless prohibited by applicable law, any claim or cause of action arising out of or related to your use of the Services or the InstaMoola App shall be filed within one (1) year after such claim or cause of action arose, or else such claim or cause of action shall be deemed to be barred forever.
You expressly acknowledge and agree that if a current version of this Agreement and all related agreements, schedules, materials, licenses and policies are not available in French, the current English version will prevail.
We would be happy to clarify the terms and agreements contained within this document. You may reach us at the information below:
We charge ($29.95 monthly for up to 29 employees and $35.95 monthly for 30 plus employees). When subscriptions are paid annually there is a discount applied ($24.95 x 12 = 299.40 for up to 29 employees and $29.95 x 12 = $359.40 for 30 plus employees).