CubePay Terms and Conditions

Effective date: 07/10/2026 · Last updated: 07/10/2026

1. Agreement to These Terms

These Terms and Conditions (the "Terms") govern access to and use of the CubePay platform, including cubepay.io, admin.cubepay.io and pay.cubepay.io (the "Service"), operated by Empyrean Merchant Services Inc. ("Empyrean", "we", "us" or "our"), 177-1881 Steeles Avenue W., Toronto, Ontario M3H 0A1.

By creating an account, accessing the Service or paying an invoice through it, you agree to these Terms and to our Privacy Policy. If you accept these Terms on behalf of a business, you confirm that you have authority to bind that business, and "you" refers to that business. If you do not agree, do not use the Service.

2. Definitions

• Merchant means a business that subscribes to the Service to issue invoices and accept payments.
• User means an individual a Merchant authorizes to access its account.
• Payer means a person who receives an invoice from a Merchant and views or pays it through the Service.
• Customer Data means information a Merchant or its Users submit to the Service, including Payer information and invoice content.
• Processor means the third-party payment processor or acquirer that processes card and other payments, such as Fiserv Canada (Clover) or Elavon.
• Order Form means any written order, quote or pricing agreement between Empyrean and a Merchant for the Service.

3. The Service

CubePay is a web-based platform that allows Merchants to create and send invoices and to accept payments from Payers. The Service is accessed through a web browser and requires no installed software.

Empyrean is not a bank, payment processor or money services business, and does not hold or transfer funds. Payments are processed by the Processor under a separate merchant processing agreement between the Merchant and the Processor (the "Merchant Agreement"). Settlement of funds, chargebacks, refunds, reserves and processing fees are governed by the Merchant Agreement, not these Terms. If these Terms conflict with the Merchant Agreement on a matter of payment processing, the Merchant Agreement governs.

4. Accounts

• You must be at least 18 years old and able to form a binding contract to create an account.
• You must provide accurate, complete information and keep it current.
• You are responsible for keeping login credentials confidential and for all activity under your account, including activity by your Users.
• You must notify us promptly at support@cubepay.io of any unauthorized access or security breach involving your account.

5. Fees and Payment

Merchants agree to pay the subscription fees set out in their Order Form or, if there is none, on our published pricing at the time of subscription. Unless stated otherwise:

• Fees are billed monthly in advance and are payable in Canadian dollars.
• Fees exclude applicable taxes, including HST/GST, which will be added to invoices.
• Fees are non-refundable, including for partial months, except where required by law.
• If a payment fails, we may suspend the Service after giving notice and a reasonable opportunity to pay.
• We may change fees by giving at least 30 days’ written notice. Changes take effect at the start of the next billing period after the notice period ends. If you do not accept a change, you may cancel before it takes effect.

CubePay subscription fees are separate from processing fees charged under the Merchant Agreement.

6. Licence to Use the Service

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription, for your internal business purposes only.

You must not, and must not allow anyone else to:

• Copy, modify, translate or create derivative works of the Service.
• Reverse engineer, decompile or attempt to discover the source code of the Service, except to the extent applicable law expressly permits this despite this restriction.
• Sell, resell, rent, lease, sublicense or otherwise make the Service available to third parties, except to Payers as the Service is designed.
• Use the Service to build a competing product, or access it for benchmarking without our written consent.
• Scrape, crawl or use automated means to access the Service, other than through any API we provide for that purpose.
• Probe, scan or test the vulnerability of the Service, or interfere with its security or operation.
• Remove or alter any proprietary notices.

7. Intellectual Property

The Service, including its software, design, text, graphics, logos and the CubePay name, is owned by Empyrean or its licensors and is protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are transferred to you.

If you send us suggestions, ideas or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free right to use it for any purpose without obligation to you. To the extent permitted by law, you waive any moral rights in Feedback. Feedback does not include Customer Data.

8. Customer Data

As between you and Empyrean, Merchants own their Customer Data. You grant us a non-exclusive licence to host, process, transmit and display Customer Data only as necessary to provide, secure and support the Service, and as described in our Privacy Policy.

We may create aggregated, de-identified data from use of the Service, which does not identify any Merchant, User or Payer, and use it to operate, analyse and improve the Service.

Merchants are responsible for the accuracy and legality of Customer Data and confirm that they have all notices, consents and rights required under applicable privacy and anti-spam laws to provide Payer information to us and to have the Service send invoices and payment communications to Payers.

9. Acceptable Use

You must not use the Service to:

• Invoice for or collect payment for any illegal goods or services, or for any business or activity prohibited by the Processor or card network rules.
• Send invoices that are fraudulent, misleading, or not for genuine goods or services supplied by you.
• Send unsolicited commercial messages in breach of Canada’s Anti-Spam Legislation or similar laws.
• Upload malware or any content that infringes the rights of others.
• Violate any applicable law or regulation.

10. Payers

If you are a Payer, the invoice you receive is issued by the Merchant, not by Empyrean. The Merchant is solely responsible for the goods or services invoiced, invoice amounts, refunds and any related disputes. Questions about an invoice or purchase should be directed to the Merchant. Your payment is processed by the Processor, and your payment card issuer’s terms continue to apply.

11. Third-Party Services

The Service relies on or connects to third-party services, including Processors and integrations a Merchant chooses to enable (e.g. QuickBooks Online). Your use of those services is governed by their own terms. We are not responsible for third-party services, and we may change or discontinue an integration if the third party changes or ends its service.

12. Availability and Support

We will use commercially reasonable efforts to keep the Service available, but it may be interrupted for maintenance, upgrades, or events outside our reasonable control. We will try to give advance notice of planned maintenance. Support is available at support@cubepay.io and 1-877-773-1001 during business hours, Monday–Friday, 9 a.m.–5 p.m. ET.

13. Suspension and Termination

Merchants may cancel their subscription at any time by notice to support@cubepay.io. Cancellation takes effect at the end of the current billing period.

We may suspend or terminate your access, with notice where practical, if you breach these Terms, fail to pay fees, use the Service fraudulently or unlawfully, or if your Merchant Agreement is terminated or the Processor requires it. We may also end the Service for all Merchants with at least 60 days’ notice.

For 30 days after termination, Merchants may export their Customer Data. After that, we may delete it, except for records we must keep by law, as described in our Privacy Policy. Sections 7, 8, 14, 15, 16, 18 and 19 survive termination.

14. Disclaimers

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and Empyrean disclaims all warranties and conditions, whether express, implied or statutory, including those of merchantable quality, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free. The Service is not tax, legal or accounting advice.

15. Limitation of Liability

To the maximum extent permitted by law:

• Empyrean will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, arising from or related to the Service or these Terms, even if advised of the possibility of such damages.
• Empyrean’s total liability arising from or related to the Service or these Terms will not exceed the fees paid by the Merchant to Empyrean for the Service in the 12 months before the event giving rise to the claim.
• Empyrean is not liable for the acts or omissions of Processors, card networks, banks or other third-party services, or for any payment, settlement, chargeback or funds-related matter governed by the Merchant Agreement.

These limits do not apply to liability that cannot be limited under applicable law, including liability for fraud or wilful misconduct.

16. Indemnity

Merchants will defend, indemnify and hold harmless Empyrean and its directors, officers, employees and agents from claims, losses, liabilities and expenses (including reasonable legal fees) arising from: (a) Customer Data; (b) the goods or services the Merchant invoices for; (c) disputes between the Merchant and its Payers; or (d) the Merchant’s breach of these Terms or applicable law.

17. Changes to These Terms

We may update these Terms from time to time. For material changes, we will notify Merchants by email or through the Service at least 30 days before the changes take effect. Continued use of the Service after that date means you accept the updated Terms. If you do not agree, you may cancel before the changes take effect.

18. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. The courts of Toronto, Ontario have exclusive jurisdiction over any dispute arising from these Terms or the Service, except that nothing in this section prevents a consumer from bringing a claim in a forum available under applicable consumer protection law.

19. General

• Consumer rights. Nothing in these Terms excludes or limits any rights a consumer has under applicable consumer protection legislation that cannot lawfully be excluded or limited.
• Entire agreement and precedence. These Terms, any Order Form and the Privacy Policy are the entire agreement between you and Empyrean regarding the Service. If an Order Form conflicts with these Terms, the Order Form governs.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Notices. We may give notice by email to the account owner or through the Service. You must send notices to support@cubepay.io.
• Severability and waiver. If any provision is found unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.

20. Contact Us

Empyrean Merchant Services Inc., 177-1881 Steeles Avenue W., Toronto, ON M3H 0A1

Email: support@cubepay.io

Phone: 1-877-773-1001