You are required to open a profile and/or create an account with PayCargo (“PayCargo Account”) to use our Platform. By creating a PayCargo Account, you represent that you have reached the age of majority in your jurisdiction and are eligible to register and use the Platform for commercial purposes. Access to the PayCargo Account is granted through a login and password (“Login Credentials”) that you must create or that will be issued to you, and you agree to treat such Login Credentials as confidential.
Authorizations. By agreeing to use the Platform to make and/or receive payments for Invoices, you represent that you have proper authority to use, and disclose any relevant information, and that you authorize the initiation of debit and/or credit entries, as applicable, for the Payment Methods in accordance with instructions that you provide to us through the Platform, and any adjustments that may be necessary for any transactions debited or credited in error. We may request that you complete Pre-Authorized Debit Agreement (“PAD”) or credit authorizations forms, or other authorizations as may be requested by us to facilitate the processing of payments for Invoices and Platform Fees. You will immediately provide us with notice of any changes to your PAD, or credit card account, and agree to hold us harmless from liabilities resulting from payment transactions processed using outdated or incorrect information.
A transaction for the payment of an Invoice is considered paid three (3) business days after the transaction is debited pursuant to the PAD or submitted to the credit card system, so long as the PAD or credit card system does not report an error or returned status during such three (3) business day period. The Payer acknowledges that it is possible for a transaction identified as “paid” to later be reported as a returned item. If any funds relating to a debit transaction are returned for any reason, we may (in addition to any rights and remedies provided elsewhere in these Terms) initiate subsequent debits or credit card charges in any amount reasonably required to complete the processing and settlement of such transaction and to satisfy any corresponding fees.
13.1 As security for any existing and future indebtedness of Customer to PayCargo, including claims for charges, expenses or advances incurred by PayCargo in connection with any transaction of Customer, and whether or not presently contemplated by Customer and PayCargo, Customer hereby assigns, transfers, conveys, pledges, mortgages and grants to PayCargo a first perfected priority security interest/lien in/upon all goods, documents of title and other property for which Customer provides for its customers and clients, any amounts, including settlement of any transactions, which are extended hereto, as well as any accounts receivable of Customer (collectively, with proceeds of the foregoing, the “Collateral”). The Collateral shall expressly be understood to include any and all goods, documents of title or other property for which Customer performs transportation and/or logistics services and/or for which Customer is referenced as an owner, shipper or consignee, regardless of whether advances were made hereunder for such transactions.
Customer acknowledges that value has been given and the Customer and PayCargo have not agreed to postpone the time of attachment of the security interest set out in this Section 13.1. The security interest of Customer is intended to attach, as to all of the Collateral, and with respect to any particular item of the Collateral, upon the acceptance of the Terms and Customer obtaining rights in such item of the Collateral or the power to transfer rights in such item of the Collateral to PayCargo.
13.2 Customer expressly warrants and represents to PayCargo that Customer may hold and maintain valid liens, title and/or security interests in the Collateral by way of: (a) carrier’s and/or warehouse liens upon the Collateral under Article 7 of the Uniform Commercial Code, U.S. maritime law, the Personal Property Security Act of (Ontario) (and the equivalent personal property security laws or laws relating to movable property in such other provincial or territorial jurisdiction in Canada, as applicable) (the “PPSA”) and/or other applicable law; (b) consensual security interests in the Collateral under Article 9 of the Uniform Commercial Code, the PPSA or other applicable law; and/or (c) general and continuing liens pursuant to contractual agreements with its customers and/or its tariffs in effect governing the services provided by Customer to its customers. Customer expressly agrees that it holds the Collateral as bailee for PayCargo’s benefit to secure its obligations under these Terms and that PayCargo shall have a security interest and a general and continuing lien on any and all Collateral, wheresoever located, in the possession, custody or control of Customer and/or their respective agents, for any amounts owed by Customer to PayCargo with regard to the shipment on which the lien is claimed, a prior shipment(s) or both, and without regard to the services performed by Customer for their customers.
13.3. PayCargo is hereby granted power of attorney to execute and file appropriate financing statements on Customer’s behalf, including but not limited to UCC-1 statements, PPSA financing statements and Customer agrees to provide any and all additional documents necessary to enable PayCargo to file same or take any action to enforce or secure PayCargo’s rights hereunder. Customer hereby irrevocably appoints PayCargo as Attorney-in-Fact of Customer, coupled with an interest, with full power in Customer’s name, place and stead to execute and file financing statements on Customer’s behalf and to do any and all other acts on Customer’s behalf necessary or helpful to perfect and continue perfection of PayCargo’s security interest in the Collateral pursuant to the Uniform Commercial Code, the PPSA or other applicable law. This lien and security interest shall be in addition to any other rights PayCargo has or may acquire under other owner, conventions, tariffs and/or applicable laws, and shall survive delivery or releases of any Collateral.
13.4. In the event of any failure to fund or in the event of an Insufficient Funds or NSF notification or failure to pay any amounts due hereunder, Customer shall notify all parties having an interest in its shipment(s) of PayCargo ‘s rights and/or the exercise of such lien. Unless, within thirty (30) days of receiving notice of PayCargo’s intent to exercise such lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of PayCargo, guaranteeing payment of the monies owed, plus all charges accrued or to be accrued, PayCargo shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.
We utilize software and technology that may be subject to U.S. and Canadian laws that impose export restrictions or economic sanctions on, or otherwise prohibit or penalize, dealing with the governments, nationals, Specially Designated Nationals (“SDNs”) and products and services originating from or owned and controlled by certain countries or in which such governments, nationals or SDNs have an interest. These laws include the Export Administration Act of 1979 administered by the U.S. Department of Commerce and the economic sanctions regulations administered by the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”) (all such laws, collectively the “ US Sanctions Laws”), and the United Nations Act, Special Economic Measures Act, Freezing Assets of Corrupt Foreign Officials Act, Justice for Victims of Corrupt Foreign Officials Act, and in each case, the implementing regulations under such laws (collectively, the “Canadian Sanctions Laws”). Customer warrants, for the period during which Customer utilizes the Platform, that it and its Authorized Users are: (a) not located in or under the control of the government of a country subject to U.S. sanctions or Canadian sanctions; and (b) are not on OFAC’s SDN list or the Department of Commerce’s denied persons list and are not on listed persons under Canadian Sanctions Laws (including individuals listed on the Consolidated Canadian Autonomous Sanctions List (together “Listed Persons”)). Customer represents and warrants that as the Platform utilizes software and technology that may be subject to U.S. laws the Platform will not be used, directly or indirectly, to facilitate payments to OFAC sanctioned countries or to SDNs or Listed Persons in contravention of US Sanctions Laws or Canadian Sanctions Laws. Customer further warrants that as the Platform utilizes software and technology that may be subject to U.S. laws, the information, software and technology utilized in connection with the Platform will not be transferred, exported or re-exported to a sanctioned country, SDN, Listed Person or denied person or otherwise used in violation of the US Sanctions Laws or Canadian export controls or Canadian Sanctions Laws including those under the Export and Import Permits Act. Customer is responsible for ensuring that any necessary licenses for its business (including import and export licenses) are obtained from the relevant governmental authority. Customer shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the data.
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