WeSpare Services Canada Inc. ("WeSpare," "we," "us," "Company," or "our") reserves the right to update or modify this Public Circle Agreement ("Agreement") at any time without prior notice. The most recent version of the Agreement is indicated by the date at the top of this page and can be found at https://wespare.ca/en-ca/terms-and-conditions. FINTRAC-facing activities, banking relationships, regulated funds movement, and related payment operations are conducted through WeSpare Finance Inc. and applicable payment-provider arrangements. It is your responsibility to review this Agreement periodically. By continuing to access or use our Services after any changes become effective, you agree to be bound by the revised Agreement. If you do not agree to the revised Agreement, you must discontinue your use of the Services.

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By accessing or using the WeSpare platform, website, mobile application, and related services (collectively, the "Services"), and by participating in any Public Circle activities facilitated by WeSpare, you agree to comply with and be bound by this Agreement. If you do not agree to this Agreement, you must not access or use the Services. ‍

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Important Note

WeSpare is not a bank or a financial institution and does not manage finances. Payment processing and certain funds-movement functionality are provided through Züm Rails Corporation ("Züm Rails") and, as applicable, its vendors, processors, payment networks, and financial institutions (collectively, "Züm Rails Services"). WeSpare Services Canada Inc. provides the Services and facilitates Public Circle cash advances and savings. FINTRAC-facing activities, banking relationships, regulated funds movement, and related payment operations are conducted through WeSpare Finance Inc. and applicable payment-provider arrangements. We do not hold, transfer, or manage user funds directly.

Züm Rails (and/or its vendors and networks) may, in their sole discretion and/or as required by applicable law and payment-network rules, reject, suspend, or limit access to payment services, and place transaction or account holds, delays, reversals, returns, or chargebacks. These actions may delay or prevent contributions, payouts, or other Public Circle transactions. Your obligations to make Contributions, repay advances, and comply with Circle terms continue notwithstanding any hold, delay, reversal, return, chargeback, or suspension. Payment functionality is subject to the applicable Züm Rails customer agreement(s), terms, rules, and privacy documentation presented to you during onboarding or use.

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Eligibility

You represent and warrant that you have reached the age of majority in your province or territory of residence, have the legal capacity to enter into this Agreement, and are a resident of Canada. All information supplied by you through the Services must be true, accurate, current, and complete. You agree to use the Services in compliance with this Agreement and all applicable laws and regulations. Participation in Public Circle activities may be subject to additional eligibility criteria, including but not limited to verification of identity, residency status, financial capability, and risk assessment by WeSpare. You agree to provide accurate and complete information as required for participation and to promptly update any such information should it change.

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Definitions

• "Public Circle" refers to a Circle designated by WeSpare as a Public Circle and governed by this Agreement, the Terms of Service, and applicable disclosures.

• "Cycle" means the complete duration of the Public Circle commitment.

• "Contribution" means the fixed amount of money you agree to pay to WeSpare at each interval.

• "Payout" means the distribution of funds to you at your designated position in the Cycle.

• "Advance" means any portion of a Payout provided to you by WeSpare that exceeds the total amount of Contributions you have made up to that point in the Cycle.

• "Member" refers to an individual who has created a User Account with WeSpare and participates in a Public Circle.

• "Platform" refers to the digital infrastructure, including the website and mobile application, provided and maintained by WeSpare to facilitate the Services and the creation and operation of Public Circles.

• "User Account" means your personal account registered with WeSpare to access the Services.

• “Züm Rails” means Züm Rails Corporation and, as applicable, its vendors, processors, payment networks, and financial institutions involved in providing Züm Rails Services.

• “Züm Rails Consumer Agreement” means the online or written customer agreement(s), terms, and related disclosures presented by Züm Rails (or by WeSpare on Züm Rails's behalf) that govern your use of Züm Rails Services.

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Public Circle Participation

• Contractual Relationship: By joining a Public Circle, you establish a direct contractual relationship solely with WeSpare. You are not entering into any agreement with other individual participants. WeSpare manages the Public Circle structure, and Züm Rails processes payments on WeSpare's behalf between you and WeSpare.

• Risk-Based Slot Eligibility: Before selecting a payout position, you may undergo a risk assessment by WeSpare. Based on your risk profile and any additional eligibility criteria, you may be eligible only for certain payout positions within the Cycle.

• Advances and Repayment: If you receive a Payout before you have fully contributed the total Cycle amount, the difference between your Payout and your accumulated Contributions constitutes an Advance from WeSpare. Any such Advance is provided at 0% APR. Fees may still apply to participation in the Public Circle and are disclosed separately at the beginning of the Circle and before you authorize the applicable transaction. You irrevocably commit to continuing your scheduled Contributions until the Advance is fully repaid and the Cycle concludes.

• Obligations and Commitments: You irrevocably commit to making all required Contributions according to the agreed schedule. Contributions are to be made through the payment methods provided by WeSpare and Züm Rails. Failure to fulfill your obligations may lead to legal or financial repercussions, including collection actions, adverse credit reporting where permitted by law, and disclosed delinquency, return, or partner/network fees.

• Automatic Debits: For Public Circles, automatic debits are mandatory. If a manual payment has not been made, the system may automatically initiate a debit from your designated account or payment method in accordance with your Pre-Authorized Debit consent. You agree to maintain sufficient funds and/or available credit to satisfy scheduled debits.

• Default: If you fail to make a Contribution by the applicable deadline, you will be in default. In the event of default, WeSpare may take actions including issuing reminders and late-payment notices, suspending your eligibility for future Payouts, reporting the default to credit bureaus or collection agencies where permitted by law, applying disclosed fees or partner/network return fees, and pursuing lawful recovery of outstanding amounts and any Advance.

• Partner-Assessed Fees and Costs on Default: You are responsible for any network fees, penalties, or return fees assessed by Züm Rails attributable to your default or failed payments, provided that the pass-through of such fees is subject to maximum limits prescribed by applicable provincial and federal consumer protection and usury laws.

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Fees and Payments

• Fees and Charges: Certain aspects of the Services are subject to fees. Any Advance made available through a Public Circle is provided at 0% APR; however, WeSpare may charge Network Fees, Payment Fees, Platform Fees, and other disclosed transaction or service fees in order to make the service available. Those fees are disclosed to you at the start of the Circle and before you authorize the applicable transaction.

• Partner and Network Fees: Transactions processed through Züm Rails or other payment networks may incur partner or network fees, including deposit, transfer, return, chargeback, interchange, assessment, processing, instant funding, or similar fees. These fees may be included within a WeSpare-disclosed transaction fee, shown as separate line items, or charged directly by Züm Rails or its vendors. We will present applicable fees before you authorize a transaction, to the extent reasonably practicable.

• Payment Methods: You must provide a valid payment method to pay for any fees associated with the Services. You authorise us to charge your payment method for all fees incurred.

• Authorization to Debit; Setoff: You authorize WeSpare to debit your selected payment methods and any linked accounts for all amounts owed under this Agreement. You acknowledge that Züm Rails may execute these debits strictly on behalf of WeSpare in accordance with your applicable Pre-Authorized Debit consent and applicable payment rules. WeSpare may set off any amounts you owe against funds otherwise payable to you, to the extent permitted by applicable law.

• Changes to Fees: We reserve the right to change the fees for our Services at any time. We will notify you of any fee changes through the Services or via email. Your continued use of the Services after the fee changes become effective constitutes your acceptance of the new fees.

• Late Payments and Penalties: If you fail to make timely Contributions or pay other amounts owed, we may impose consequences including suspension of rights, disclosed delinquency or partner/network return fees, collection activity, and restriction from the platform, subject to applicable law.

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Use of the Services

• Permitted Use: You agree to use the Services in compliance with this Agreement, all applicable federal and provincial laws of Canada, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA), and any regulations, policies, or guidelines issued by relevant Canadian authorities.

• Prohibited Activities: You agree not to engage in any activities that violate any applicable laws, regulations, or guidelines, including fraud, money laundering, or terrorist financing; infringe on WeSpare's or any third party's rights; harass, intimidate, discriminate against, or defame any person; impersonate or misrepresent your identity; upload or transmit any malicious code; engage in any activity that could reasonably be expected to cause injury, loss, or damage to WeSpare; offer or accept any illegal bribe or secret commission; fail to promptly inform WeSpare of any illegal activity; share or transfer your User Account; or use the Services for commercial purposes without prior written consent.

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User Accounts and Registration

• Account Registration Requirements: Prior to accessing or utilizing the Services, you must register for a User Account. You represent that you have reached the age of majority, are a resident of Canada, and possess the legal capacity to enter into binding contractual obligations. You further warrant that all information provided is true, accurate, and complete.

• Account Security and Authentication: You are responsible for keeping your account credentials secure. If you suspect any security breach, notify us immediately in writing. You agree that you are liable for all activities under your account.

• Account Usage Restrictions: Each User Account is personal to the registered user and may not be shared, transferred, or accessed by any other person. Multiple User Accounts by a single user is strictly prohibited. Any commercial use or attempt to resell account access is expressly prohibited.

• Account Suspension and Termination: WeSpare may suspend or terminate any User Account for violations of this Agreement or suspected fraudulent activity. During any investigation, WeSpare may restrict account access and may place or request holds, delays, reversals, or other protective measures through applicable payment partners as necessary. WeSpare reserves the right to report illegal activities to appropriate authorities.

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Risk Disclosure

• Default Risk: Participation in a Public Circle involves inherent financial risks. In the event of non-performance of your payment obligations, or payment-processing events such as holds, delays, reversals, returns, or chargebacks, you may experience significant delays in Payouts or other transactions and may remain liable for outstanding amounts owed. To the maximum extent permitted by law, WeSpare shall not be liable for claims, damages, or losses arising from or related to such defaults or payment-processing events.

• Early Withdrawal: After you receive a Payout in a Public Circle, early withdrawal before the scheduled completion of the Cycle is not permitted. Any attempted withdrawal, cancellation, or default following your Payout may, to the extent permitted by law, result in disclosed charges, liability for any outstanding Advance, collection activity, adverse credit reporting where permitted by law, and temporary or permanent ineligibility for future participation.

• Overcommitment: Members are solely responsible for evaluating their financial capacity. WeSpare disclaims any liability for adverse consequences resulting from member overcommitment. Exceeding financial commitments may result in default, impaired creditworthiness, or financial hardship.

• No Guarantee: WeSpare provides a platform to facilitate Public Circle cash advances and structured savings and makes the platform available on an “as is” and “as available” basis. WeSpare makes no representation, warranty, or guarantee of any kind regarding platform performance, payment-processing outcomes, or the realization of any anticipated financial outcome. Past performance is not indicative of, and does not guarantee, future results. Notwithstanding the foregoing, and subject to these Terms, you will be entitled, at a minimum, to withdraw an amount equal to your original Contributions, less any applicable Network Fees, Payment Fees, Platform Fees, optional priority fees selected by you, and other disclosed third-party transaction fees.

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Service Participation and Financial Obligations

• Platform Services: WeSpare Services Canada Inc. provides a platform to facilitate Public Circle cash advances and structured savings in accordance with the Terms of Service and this Agreement. Züm Rails acts as a payment service provider processing transactions on WeSpare's behalf. FINTRAC-facing activities, banking relationships, regulated funds movement, and related payment operations are conducted through WeSpare Finance Inc. and applicable payment-provider arrangements. We do not hold or manage user funds directly.

• Banking Services: While the Züm Rails Customer Agreement governs the technical execution of payment processing and network rules, this Agreement exclusively governs the fundamental financial obligations, advances, and commitments between you and WeSpare.

• Payment Terms and Processing: You agree to maintain sufficient funds in your designated payment account or available credit in your designated payment method to satisfy all scheduled Contributions and all disclosed fees. For Public Circles, automatic debits may be initiated in accordance with your Pre-Authorized Debit consent if a manual payment has not been made. Where a Public Circle includes an Advance, that Advance is offered at 0% APR, but fees still apply and are disclosed separately.

• Partner Suspension and Transaction Holds: If Züm Rails places a hold, delay, reversal, or return on your account, you remain obligated to satisfy your Contributions. We may delay payouts or reattempt debits while the hold is in effect.

• Additional Verification and Limits: We may require additional identity verification, documentation, cooling-off periods, or graduated transaction limits. Failure to satisfy these requirements may limit your use of payment functionality.

• Compliance with Laws: You agree to comply with all applicable laws, including anti-money laundering ("AML") and know-your-customer ("KYC") requirements. WeSpare or Züm Rails may require additional information to comply with legal obligations.

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Privacy and Data Sharing

• Data Privacy: Your personal information will be collected, used, and disclosed in accordance with our Privacy Policy.

• Data Sharing With Züm Rails; Controller Roles: To enable payment functionality, WeSpare shares personal information with Züm Rails. For personal information processed by Züm Rails, Züm Rails acts as an independent data controller and processes personal data in accordance with its own privacy policy. By using payment functionality, you consent to this sharing and to Züm Rails's processing.

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Intellectual Property

All content, features, and functionality on the Services are the exclusive property of WeSpare or its licensors. We grant you a limited, revocable, non-exclusive license to access and use the Services solely for your personal purposes. You agree not to reproduce, distribute, modify, or create derivative works without our prior written consent.

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Third-Party Services

• Integration: The Services may incorporate third-party services. Your use shall be governed by their respective terms of service and privacy policies. We expressly disclaim any liability arising from your use of third-party services.

• No Endorsement: Integration does not constitute endorsement. We have no control over third-party services and shall not be liable for any damages arising from their use.

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Confidential Information

"Confidential Information" means any non-public, proprietary information disclosed by one party to the other. The receiving party agrees to use it solely for the purpose of performing obligations under this Agreement and to maintain its confidentiality, not disclosing it to any third party without prior written consent, except as required by law. If compelled by law, the receiving party shall provide prior notice.

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I‍ndemnification

You agree to indemnify, defend, and hold harmless WeSpare and its banking partner, Züm Rails, along with their affiliates, officers, directors, and employees, from any claims, liabilities, damages, losses, or expenses, including reasonable legal fees, arising from your access to or use of the Services, your violation of this Agreement, your infringement of any third-party rights, and any disputes between you and any third party.

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Reimbursement for Partner Losses and Costs

You are directly liable to WeSpare for any losses, fees, penalties, assessments, chargebacks, ACH/EFT/Interac returns, clawbacks, network fines, reserve deficits, negative balances, fraud losses, or other amounts that WeSpare is required to pay or that are debited from WeSpare's accounts by Züm Rails arising from your use of the Services, your default, or your breach of this Agreement. Upon our request, you will promptly reimburse WeSpare for all such amounts. We may collect these amounts by debiting your payment methods.

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Fraud and Abuse Measures

If WeSpare, Züm Rails, or a payment network detects suspected or actual fraud, abuse, chargeback manipulation, prohibited transactions, or violations of law or policy, we may, without prior notice, suspend your account, impose restrictions, cancel or reverse transactions, and recover associated losses from you.

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Limitation of Liability

To the maximum extent permitted by law, in no event shall WeSpare be liable for any indirect, incidental, special, consequential, or punitive damages resulting from your access to or use of the Services. In no event shall WeSpare's total liability to you for all claims exceed the amount you have paid to WeSpare in the twelve (12) months preceding the event giving rise to the liability.

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Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally resolved by binding arbitration in Toronto, Ontario, Canada, before a single arbitrator. Unless applicable law requires otherwise, the arbitration shall be administered in accordance with the applicable arbitration rules specified in WeSpare's Terms of Service. Judgment on the award may be entered in any court of competent jurisdiction.

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Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any conflict of laws principles.

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Waiver of Class Action

You agree to resolve any disputes with WeSpare on an individual basis and waive any right to participate in a class action lawsuit or class-wide arbitration.

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Termination

WeSpare may suspend or terminate your access to the Services in accordance with this Agreement and the Terms of Service. If a financial services partner suspends, limits, or terminates your access to its services, WeSpare may immediately suspend or terminate your access to payment functionality and, if necessary to protect Public Circle integrity, to other aspects of the Services. Your pre-existing obligations, including Contributions and any obligation to repay an Advance, remain in effect following termination. Any provisions that by their nature should survive termination shall survive.

THIS AGREEMENT SUPPLEMENTS WESPARE'S TERMS OF SERVICE AND PRIVACY POLICY. TOGETHER, THESE DOCUMENTS FORM AN INTEGRATED AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY, THE TERMS OF SERVICE GOVERN GENERALLY, AND THIS PUBLIC CIRCLE AGREEMENT GOVERNS ONLY WITH RESPECT TO PUBLIC CIRCLE-SPECIFIC MATTERS TO THE EXTENT EXPRESSLY STATED.

Contact Information

If you have any questions about this Agreement, please contact us at help@wespare.com

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