Legal

Last Updated: June 12, 2018

Pay Terms and Conditions

These are the terms and conditions ("Terms and Conditions") of the Paystone Pay Application (the "Application") which is entered into by Paystone Inc., including any subsidiaries or affiliates, its agent(s), partner(s), or other authorized representative(s) (collectively or individually "Paystone") and the merchant(s) (the "Merchant") whose information appears on the Application. The Application, together with: (i) these Terms and Conditions; (ii) a summary of the complaints handling process, (iii) the Payment Acquirer terms of service or terms and conditions, as applicable; (iv) Paystone Account Terms of Service; (v) any other Payment Acquirer forms, agreements, guarantees, or other similar documents, as applicable; and (vi) all appendices, schedules, exhibits and addenda to the Application, whether such schedules, exhibits and/or addenda became effective on the same date that the aforementioned applications were executed by the Merchant or at a later date), collectively form the agreement (the "Agreement") between Paystone and the Merchant.

The Merchant intends on providing its customers with the option of purchasing its goods and/or services and has selected Paystone to provide credit and debit payment processing and other services as mutually agreed to by the parties from time to time (collectively, the "Services").

By accepting this Agreement, the Merchant agrees to be bound by all applicable provisions, including any amendments, restatements, supplements, or any other modification of this Agreement, and will ensure compliance of this Agreement by any and all persons associated with the Merchant, including but not limited to, partners, employees, contractors, agents, and/ or representatives. If you have any questions or concerns about these Terms and Conditions, please contact Paystone by email at compliance@paystone.com.

1. Definitions

"Affiliate(s)" of any Person means, at the time such determination is made, any other Person, Controlling, Controlled by or under common Control with such first Person, in each case, whether directly or indirectly.

"Equipment" means the hardware and/or software used to process payment transactions, including but not limited to devices requiring the input of a personal identification number, devices using near-field communication (NFC) to communication with the payment card, any kiosk hardware, virtual payment processing software, or any other similar device.

"Payment Acquirer" means a bank or financial institution that processes credit or debit card payments for the Merchant. "Website" means the website located at the URL www.paystone.com and all related webpages.

2. Services Conditional

The provision of the Services is conditional on the acceptance of the Merchant by Paystone and/or a Payment Acquirer associated with Paystone.

3. Term

This Agreement will be effective upon the date of acceptance and will continue for a term of three (3) years unless otherwise terminated in accordance with this Agreement (the "Initial Term"). Upon the expiry of the Initial Term, this Agreement will automatically renew on the terms and conditions contained in this Agreement for additional periods of six (6) months each (each, a "Renewal Term") unless a party provides written notice of non-renewal to the other party no fewer than 90 days prior to the expiry of the Initial Term or then-current Renewal Term, as applicable. For certainty, in this Agreement, all references to the "Term" mean, collectively, the Initial Term and the Renewal Term (if any).

4. Fees and Surcharges

(a) Each transaction, including approved and declined transactions, key exchanges, totals, and settlements, will be subject to the transaction fees set out in the Application or as otherwise agreed upon by Paystone and the Merchant (collectively, the "Transaction Fees").

(b) The Merchant acknowledges that a portion of the surcharges set out in the Application are the property of Paystone and shall be held in trust by the Merchant for Paystone until such time that Paystone recovers said surcharges.

(c) The Merchant acknowledges that wireless fees set out in the Application shall apply to all wireless Equipment.

(d) The application fee is a one-time, non-refundable amount set out in the Application (the "Application Fee"). The Application Fee shall be paid by the Merchant upon the submission of each Application, regardless of whether the Application is approved or denied.

(e) The Merchant acknowledges that Paystone reserves the right to charge administrative fees for and relating to the Services. Said administrative fees shall be forty-five dollars ($45.00) for any account maintenance, chargeback, or insufficient funds notices, and sixty-five cents ($0.65) for each touchtone or voice authorization.

(f) Notwithstanding anything contained herein, the Merchant hereby irrevocably authorizes and directs Paystone or any financial institution acting on behalf of Paystone, to deduct any and all amounts, including but not limited to all surcharges, Transaction Fees, or any wireless, Equipment swap, restocking, administrative, cancellation, and reconnection fees, owed by the Merchant in accordance with this Agreement from the funds collected from processed transactions or directly from the Merchant's bank account in accordance with the Preauthorized Debit Agreement attached hereto. This authorization in no way limits Paystone to any method of collection for the recovery of monies owed. As agreed upon by Paystone and the Merchant, Paystone may bill the Merchant for any amount owing as a result of this Agreement.

(g) If attempts by Paystone, or any financial institution acting on behalf of Paystone, to obtain monies from the Merchant's bank account are refused or returned due to insufficient funds being available or otherwise, Paystone reserves the right to charge the Merchant an administrative fee of forty-five dollars ($45.00) in addition to any and all outstanding amounts owed.

(h) The Merchant acknowledges that any withdrawal from the Merchant's bank account by Paystone in accordance with this Agreement, is a pre-authorized debit for business purposes as defined under the Canadian Payment Association Rule H1. Therefore, the Merchant waives the right to receive advanced notice from Paystone of any and all such pre-authorized debits. The Merchant hereby agrees to cooperate with Paystone in establishing and maintaining this preauthorized debit payment mechanism.

5. Equipment

(a) The Merchant hereby agrees to: (i) purchase; or (ii) rent the Equipment for the price specified on the Pay Application; or (iii) lease the Equipment from Paystone directly or on behalf of a third-party. The terms of any lease shall be provided to the Merchant apart from this Agreement.

(b) The refusal or inability whatsoever to accept delivery of Equipment by the Merchant or the failure to disclose any pertinent information that results in Paystone reclaiming the Equipment will result in the Merchant being subject to a five hundred dollar ($500.00) restocking fee per piece of Equipment reclaimed by Paystone. The Merchant hereby authorizes Paystone to deduct any restocking fee owed directly from the Merchant's bank account. This authorization by no means limits Paystone to any method of collection for restocking fees owed.

(c) The Merchant acknowledges that the Equipment may only be removed from the Merchant's premises with prior written approval from Paystone. Removal of the Equipment shall be at the sole cost of the Merchant.

(d) The Merchant acknowledges that a fee of fifty dollars ($50.00) will be charged for any Equipment swapped for defect within the first year of receiving the Equipment, and two hundred dollars ($200.00) any time thereafter.

(e) The Merchant acknowledges and agrees that the Equipment may become damaged or cause property damage, personal injury or death during any period of time that the Equipment is in the Merchant's possession or under its control, including as a result of the Equipment not being affixed to a wall. The Merchant hereby agrees to indemnify Paystone pursuant to Section 9(c) of this Agreement for any such claims of property damage, personal injury or death.

6. Data

(a) The Merchant authorizes Paystone to share any and all Merchant data with any third-party for the purpose of enabling the provision of ancillary Services to the Merchant.

(b) The Merchant further authorizes Paystone to share any and all data obtained through the provision of the Services to the Merchant for the purposes of: (i) developing and providing value-added services to the Merchant and other Paystone and/or Payment Acquirer merchants; (ii) compensating referral, association, and/or value-added partners ("Partners"), where applicable; (iii) providing Merchant service and performance updates to Partners, where applicable; and (iv) for analysis, marketing and communications purposes.

7. Merchant Responsibilities

(a) In addition to all other requirements and obligations set out in this Agreement, the Merchant shall:

i. process transactions for only bona fide sales of goods and/or services;

ii. adhere and comply with all laws or requirements of governmental and/or governing bodies;

iii. be bound and abide by the Interac Client Terms and Conditions;

iv. notify Paystone in writing of any account adjustments relating to any debit and/or credit transactions within twenty (20) days of being processed;

v. maintain and provide Paystone access to a bank account at all times for the provision of debits and deposits in accordance with this Agreement;

vi. take appropriate measures to prevent unauthorized use of the Equipment;

vii. notify Paystone immediately upon discovery of any loss of, damage to, or unauthorized use of the Equipment;

viii. maintain the Equipment in a state of good working order;

ix. promptly report any errors, malfunctions, or any other problems with the equipment;

x. permit Paystone free and unrestricted access to the Merchant's premises during normal business hours as required for site preparation, installation, investigation, and maintenance activities;

xi. authorize Paystone to identify the Merchant as a user of the Equipment and Services in marketing material relating directly to the Services and/or Equipment;

xii. maintain appropriate reporting and operational processes;

xiii. retain all transaction receipts for no less than one (1) year from the date of settlement;

xiv. provide Paystone with accurate, anonymized or complete employee work shift logs within twenty-four (24) hours of receiving the request;

xv. provide Paystone access to examine and verify at any reasonable time any and all records pertaining to transactions processed through the Equipment;

xvi. aid in the remote diagnostics and servicing of the Equipment; and

xvii. any other task required by Paystone in order for the adequate provision of Services to the Merchant.

(b) The Merchant shall also provide any receipts retained in accordance with 7(a)(xiii) to Paystone upon request. Failing to provide said receipts may result in the reversal of payments processed and the amount reversed being charged directly to the Merchant.

8. Feedback; Marketing and Communications

Paystone does not guarantee the confidentiality of any communications made by you to Paystone or any other information transmitted by you to Paystone, including communications made by email or any information transmitted in your use of the Services. We may retain a copy of any such communications for the purpose of, and to the extent necessary for us to comply with applicable legal, regulatory or internal backup requirements.

By submitting suggestions, documents, proposals, material, content, graphics, messages, communications, data and/or information to Paystone ("Feedback") to Paystone, you acknowledge that: (i) your Feedback does not contain confidential or proprietary information; (ii) Paystone is not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) you grant Paystone and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, unlimited, sublicensable and non-exclusive license and right to receive, use, disclose, reproduce, adapt, merge or aggregate with other information or data, modify, translate, publish, make available, publicly display, sell, transfer, transmit and otherwise use such Feedback for any purpose, in any manner, in any media and format; (iv) you irrevocably waive your moral rights in and to such Feedback and assign to Paystone all rights in and to your Feedback in perpetuity; (v) you are not entitled to any compensation or reimbursement of any kind from Paystone under any circumstances; and (vi) you represent and warrant to Paystone, and can demonstrate to Paystone, upon request, that you have the rights to grant Paystone the rights set out in (iii) above.

You specifically and expressly consent to Paystone providing you with various communications, newsletters, correspondence, promotions and other documentation by email, text message or other forms of electronic communication and you hereby confirm that all such communication is accepted and in compliance with An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying Out Commercial Activities and to Amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act S.C. 2010, c.23 ("CASL") as amended or replaced from time to time.

9. Disclaimers; Limitation of Liability

(a) The Services are provided by Paystone on an "as is" and "as available" basis and without warranties of any kind, express or implied. Paystone disclaims all warranties, express or implied, including implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose and non-infringement. Paystone does not warrant that the installation of the Equipment or the use of any of the Equipment or Paystone's Services will be uninterrupted, error-free or free of viruses or other harmful components. Paystone may correct, modify, amend, enhance, improve and make any other changes to any Equipment or Services at any time, or discontinue providing any Equipment or Services at any time with or without notice to you.

(b) In no event will Paystone be liable for any indirect, incidental, special or consequential damages that result or arise from or are related to or in connection with the use of, or the inability to use any Equipment or Service, even if Paystone has been advised of the possibility of such damages. Paystone shall not be held liable for any damages, lost profits, lost revenues, lost opportunities, loss of goodwill, loss of brand or Merchant value, costs and/or expenses in any way relating to or arising out of this Agreement. This also includes losses suffered as a result of communication failures or disruptions, or the availability of technical support and you expressly hold Paystone harmless from and against any and all claims, losses, liability, damages, injuries and expenses (including personal injury claims) arising out of or relating to your use of any Equipment or the Services, and any alleged or actual violation by you of this Agreement.

(c) The Merchant hereby expressly holds Paystone and its officers, directors, employees, staff, insurers, Affiliates, subcontractors and representatives, and their respective officers, directors, employees, insurers, heirs successors and assigns, as applicable (the "Releasees") harmless of and from all manner of action, obligation, causes of action, suits, debts, accounts, bonds, covenants, contracts, claims and/or demands whatsoever (collectively, "Claims") that may at any time be asserted against a Releasee arising out of or relating to the Merchant's use of the Services and/or the Equipment, damage to the Equipment or any property damage, personal injury or death caused by an act or omission of the Merchant relating to the Equipment, however caused, including but not limited to securing the Equipment from tampering or falling, during any period of time which the Equipment is in the Merchant's possession or under its control and any alleged violation by the Merchant of these Terms and Conditions and agrees to indemnify the Releasees in respect of any costs or expenses (including reasonable legal fees) that the Merchant may incur in respect of any such claim. Furthermore, the Merchant shall be liable for and shall indemnify the Releasees in respect of all loss, liability, claims, demands, damages, costs, charges, expenses and proceedings in respect of personal or bodily injury to or death of any person whatsoever or loss of or damage to any third-party's property arising out of any act or omission of the Merchant related to the Equipment during any period of time during which the Equipment is in the Merchant's possession or under its control.

(d) Paystone shall not be held liable for any delay or default in the performance of our obligations in this Agreement as a result of any failure of electrical, communication, banking, or Payment Acquirer systems, acts of God, flood, fire, severe weather, strike, lockout, acts of war, governmental acts or restrictions, or emergency situations.

(e) Except as expressly provided in these Terms and Conditions, and to the maximum extent permitted by applicable law in the Merchant's jurisdiction, Paystone will have no other obligation, duty or liability whatsoever in contract, tort or otherwise to you, including any liability for negligence or strict liability. The limitations, exclusions and disclaimers in these Terms and Conditions will apply: (i) irrespective of the nature of the cause of action, demand or action by you, including breach of contract, tort, negligence, strict liability or any other legal theory and will survive a fundamental breach, breach of a fundamental term or breaches or the failure of the essential purpose of these Terms and Conditions or of any remedy contained herein; and (ii) to Paystone and its Affiliates, their successors, permitted assigns, agents, suppliers and each of their respective directors, officers, employees and contractors.

(f) In no event will Paystone's aggregate liability based upon, arising from, in connection with or related to these Terms and Conditions, the Services or the Equipment exceed the Transaction Fees, if any, paid by the Merchant that gave rise to the claim, in the month in which the cause of action underlying such claim arose. This limitation applies for any and all forms of legal action brought against Paystone and constitutes the Merchant's exclusive remedy.

(g) The Merchant acknowledges and agrees that the disclaimers, exclusions and limitations set forth herein constitute an essential element of these Terms and Conditions and that in the absence of such disclaimers, exclusions and limitations, the Transaction Fees and other terms in these Terms and Conditions would be substantially different. In addition to the limitations and exclusions set out above, in no event will any directors, officers, employees, agents, successors or assigns of Paystone, or any distributors, suppliers, contractors, customers, vendors, partners or organizations that work with Paystone in connection with the Services and/or the Equipment or their respective directors, officers, employees, agents, successors or assigns, or any Affiliates of Paystone have any liability arising from or related to these Terms and Conditions, the Services or the Equipment.

10. Indemnification

The Merchant shall indemnify and hold Paystone harmless from and against any and all claims, suits, damages, losses, costs, expenses and fees incurred directly or indirectly by Paystone as a result of the Merchant failing to utilize the Equipment or Services in accordance with this Agreement, and for any liability to third parties for any injuries or damages not resulting solely from the negligence or wilful misconduct of Paystone, which results from the provision of Equipment or Services from Paystone.

11. Assignment

Neither party may assign or transfer all or any part of this Agreement or its rights or obligations under this Agreement to any other person without the prior written consent of the other party, and any purported assignment without such consent shall be null and void. Notwithstanding the foregoing, Paystone may, without the Merchant's prior written consent, assign any of Paystone's rights and/or obligations under this Agreement to any of its Affiliates, or the surviving corporation with or into which Paystone merges or consolidates, or to an entity to which Paystone transfers all, or substantially all, of its voting securities or assets.

12. Termination

"Affiliate(s)" of any Person means, at the time such determination is made, any other Person, Controlling, Controlled by or under common Control with such first Person, in each case, whether directly or indirectly.

"Equipment" means the hardware and/or software used to process payment transactions, including but not limited to devices requiring the input of a personal identification number, devices using near-field communication (NFC) to communication with the payment card, any kiosk hardware, virtual payment processing software, or any other similar device.

"Payment Acquirer" means a bank or financial institution that processes credit or debit card payments for the Merchant. "Website" means the website located at the URL www.paystone.com and all related webpages.

2. Services Conditional

The provision of the Services is conditional on the acceptance of the Merchant by Paystone and/or a Payment Acquirer associated with Paystone.

3. Term

This Agreement will be effective upon the date of acceptance and will continue for a term of one (1) year unless otherwise terminated in accordance with this Agreement (the "Initial Term"). Upon the expiry of the Initial Term, this Agreement will automatically renew on the terms and conditions contained in this Agreement for additional periods of one (1) month each (each, a "Renewal Term") unless a party provides written notice of non-renewal to the other party no fewer than 30 days prior to the expiry of the Initial Term or then-current Renewal Term, as applicable. For certainty, in this Agreement, all references to the "Term" mean, collectively, the Initial Term and the Renewal Term (if any).

4. Fees and Surcharges

(a) (a) Each transaction, including approved and declined transactions, key exchanges, totals, and settlements, will be subject to the transaction fees set out in the Application or as otherwise agreed upon by Paystone and the Merchant (collectively, the "Transaction Fees").

(b) The Merchant acknowledges that a portion of the surcharges set out in the Fundraising Application are the property of Paystone and shall be held in trust by the Merchant for Paystone until such time that Paystone recovers said surcharges.

(c) The Merchant acknowledges that wireless fees set out in the Fundraising Application shall apply to all wireless Equipment.

(d) If applicable, the application fee is a one-time, non-refundable amount set out in the Fundraising Application ("Application Fee"). The Application Fee shall be paid by the Merchant upon the submission of each Fundraising Application, regardless of application approval or denial.

(e) The Merchant acknowledges that Paystone reserves the right to charge administrative fees for and relating to the Services. Said administrative fees shall be forty-five dollars ($45.00) for any account maintenance, chargeback, or insufficient funds notices, and sixty-five cents ($0.65) for each touchtone or voice authorization.

(f) Notwithstanding anything contained herein, the Merchant hereby irrevocably authorizes and directs Paystone or any financial institution acting on behalf of Paystone, to deduct any and all amounts, including but not limited to all surcharges, Transaction Fees, or any wireless, Equipment swap, restocking, administrative, cancellation, and reconnection fees, owed by the Merchant in accordance with this Agreement from the funds collected from processed transactions or directly from the Merchant's bank account in accordance with the Preauthorized Debit Agreement attached hereto. This authorization in no way limits Paystone to any method of collection for the recovery of monies owed. As agreed upon by Paystone and the Merchant, Paystone may bill the Merchant for any amount owing as a result of this Agreement.

(g) If attempts by Paystone, or any financial institution acting on behalf of Paystone, to obtain monies from the Merchant's bank account are refused or returned due to insufficient funds being available or otherwise, Paystone reserves the right to charge the Merchant an administrative fee of forty-five dollars ($45.00) in addition to any and all outstanding amounts owed.

(h) The Merchant acknowledges that any withdrawal from the Merchant's bank account by Paystone in accordance with this Agreement, is a pre-authorized debit for business purposes as defined under the Canadian Payment Association Rule H1. Therefore, the Merchant waives the right to receive advanced notice from Paystone of any and all such pre-authorized debits. The Merchant hereby agrees to cooperate with Paystone in establishing and maintaining this preauthorized debit payment mechanism.

5. Equipment

(a) The Merchant hereby agrees to rent the Equipment for the price specified on the Fundraising Application.

(b) The refusal or inability whatsoever to accept delivery of Equipment by the Merchant or the failure to disclose any pertinent information that results in Paystone reclaiming the Equipment will result in the Merchant being subject to a five hundred dollar ($500.00) restocking fee per Equipment reclaimed by Paystone. The Merchant hereby authorizes Paystone to deduct any restocking fee owed directly from the Merchant's bank account. This authorization by no means limits Paystone to any method of collection for restocking fees owed.

(c) The Merchant acknowledges that the Equipment may only be removed from the Merchant's premises with prior written approval from Paystone. Removal of the Equipment shall be at the sole cost of the Merchant if removal occurs at any time after the first ninety (90) days in the Term but before the first anniversary date in the Term.

(d) The Merchant acknowledges that a fee of up to seven hundred and ninety-eight dollars ($798.00) will be charged for any Equipment swapped for defect during the Term.

(e) The Merchant acknowledges and agrees that the Equipment may become damaged or cause property damage, personal injury or death during any period of time that the Equipment is in the Merchant's possession or under its control, including, if applicable, as a result of the Equipment not being affixed to a wall. The Merchant hereby agrees to indemnify Paystone pursuant to Section 10(c) of this Agreement for any such claims of property damage, personal injury or death.

6. Data

(a) The Merchant authorizes Paystone to share any and all Merchant data with any third-party for the purpose of enabling the provision of ancillary Services to the Merchant.

(b) The Merchant further authorizes Paystone to share any and all data obtained through the provision of the Services to the Merchant for the purposes of: (i) developing and providing value-added services to the Merchant and other Paystone and/or Payment Acquirer merchants; (ii) compensating referral, association, and/or value-added partners ("Partners"), where applicable; (iii) providing Merchant service and performance updates to Partners, where applicable; and (iv) for analysis, marketing and communications purposes.

7. Merchant Responsibilities

(a) provide Paystone with the Materials (as defined in Section 9, herein) within 1 week of the Application being approved;

i. process transactions for only bona fide sales of goods and/or services, or donations in the case of non-profits and registered charities;

ii. adhere and comply with all laws or requirements of governmental and/or governing bodies;

iii. be bound and abide by the Interac Client Terms and Conditions;

iv. notify Paystone in writing of any account adjustments relating to any debit and/or credit transactions within twenty (20) days of being processed;

v. maintain and provide Paystone access to a bank account at all times for the provision of debits and deposits in accordance with this Agreement;

vi. take appropriate measures to prevent unauthorized use of the Equipment;

vii. notify Paystone immediately upon discovery of any loss of, damage to, or unauthorized use of the Equipment;

viii. maintain the Equipment in a state of good working order;

ix. promptly report any errors, malfunctions, or any other problems with the equipment;

x. permit Paystone free and unrestricted access to the Merchant's premises during normal business hours as required for site preparation, installation, investigation, and maintenance activities;

xi. authorize Paystone to identify the Merchant as a user of the Equipment and Services in marketing material relating directly to the Services and/or Equipment;

xii. maintain appropriate reporting and operational processes;

xiii. retain all transaction receipts for no less than one (1) year from the date of settlement;

xiv. provide Paystone with accurate, anonymized or complete employee work shift logs within twenty-four (24) hours of receiving the request;

xv. provide Paystone access to examine and verify at any reasonable time any and all records pertaining to transactions processed through the Equipment;

xvi. aid in the remote diagnostics and servicing of the Equipment; and

xvii. any other task required by Paystone in order for the adequate provision of Services to the Merchant.

(b) The Merchant shall also provide any receipts retained in accordance with 7(a)(xiii) to Paystone upon request. Failing to provide said receipts may result in the reversal of payments processed and the amount reversed being charged directly to the Merchant.

8. Feedback; Marketing and Communications

Paystone does not guarantee the confidentiality of any communications made by you to Paystone or any other information transmitted by you to Paystone, including communications made by email or any information transmitted in your use of the Services. We may retain a copy of any such communications for the purpose of, and to the extent necessary for us to comply with applicable legal, regulatory or internal backup requirements.

By submitting suggestions, documents, proposals, material, content, graphics, messages, communications, data and/or information to Paystone ("Feedback") to Paystone, you acknowledge that: (i) your Feedback does not contain confidential or proprietary information; (ii) Paystone is not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) you grant Paystone and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, unlimited, sublicensable and non-exclusive license and right to receive, use, disclose, reproduce, adapt, merge or aggregate with other information or data, modify, translate, publish, make available, publicly display, sell, transfer, transmit and otherwise use such Feedback for any purpose, in any manner, in any media and format; (iv) you irrevocably waive your moral rights in and to such Feedback and assign to Paystone all rights in and to your Feedback in perpetuity; (v) you are not entitled to any compensation or reimbursement of any kind from Paystone under any circumstances; and (vi) you represent and warrant to Paystone, and can demonstrate to Paystone, upon request, that you have the rights to grant Paystone the rights set out in (iii) above.

You specifically and expressly consent to Paystone providing you with various communications, newsletters, correspondence, promotions and other documentation by email, text message or other forms of electronic communication and you hereby confirm that all such communication is accepted and in compliance with An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying Out Commercial Activities and to Amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act S.C. 2010, c.23 ("CASL") as amended or replaced from time to time.

9. Intellectual Property

During the Term, the Merchant hereby grants to Paystone a limited, non-exclusive, non-assignable, non-transferable right and license, without the right to sublicense, to use the Merchant's name and all verbal and written references to that name and any logo of the Merchant (collectively, the "Materials").

The Merchant represents and warrants that it has the right and authority to enter into this Agreement and to grant all of the rights contained herein, and that Paystone's use of the Materials will not violate or infringe upon the rights of any third parties.

Paystone acknowledges that the Materials are and shall remain the sole and exclusive property of the Merchant, and the Licensee agrees that is has no right, title or interest in or to the Materials. The Merchant acknowledges that nothing in this Agreement requires Paystone to use the Materials for any purpose or manner whatsoever.

10. Disclaimers; Limitation of Liability

(a) The Services are provided by Paystone on an "as is" and "as available" basis and without warranties of any kind, express or implied. Paystone disclaims all warranties, express or implied, including implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose and non-infringement. Paystone does not warrant that the installation of the Equipment or the use of any of the Equipment or Paystone's Services will be uninterrupted, error-free or free of viruses or other harmful components. Paystone may correct, modify, amend, enhance, improve and make any other changes to any Equipment or Services at any time, or discontinue providing any Equipment or Services at any time with or without notice to you.

(b) In no event will Paystone be liable for any indirect, incidental, special or consequential damages that result or arise from or are related to or in connection with the use of, or the inability to use any Equipment or Service, even if Paystone has been advised of the possibility of such damages. Paystone shall not be held liable for any damages, lost profits, lost revenues, lost opportunities, loss of goodwill, loss of brand or Merchant value, costs and/or expenses in any way relating to or arising out of this Agreement. This also includes losses suffered as a result of communication failures or disruptions, or the availability of technical support and you expressly hold Paystone harmless from and against any and all claims, losses, liability, damages, injuries and expenses (including personal injury claims) arising out of or relating to your use of any Equipment or the Services, and any alleged or actual violation by you of this Agreement.

(c) The Merchant hereby expressly holds Paystone and its officers, directors, employees, staff, insurers, Affiliates, subcontractors and representatives, and their respective officers, directors, employees, insurers, heirs successors and assigns, as applicable (the "Releasees") harmless of and from all manner of action, obligation, causes of action, suits, debts, accounts, bonds, covenants, contracts, claims and/or demands whatsoever (collectively, "Claims") that may at any time be asserted against a Releasee arising out of or relating to: (i) Paystone's use of the Materials, including, without limitation, any Claims that Paystone's use of the Materials infringe any intellectual property rights; (ii) the Merchant's use of the Services and/or the Equipment (iii) damage to the Equipment or any property damage, personal injury or death caused by an act or omission of the Merchant relating to the Equipment, however caused, including but not limited to securing the Equipment from tampering or falling, during any period of time which the Equipment is in the Merchant's possession or under its control; and (iv) any alleged violation by the Merchant of these Terms and Conditions, and the Merchant agrees to indemnify the Releasees in respect of any costs or expenses (including reasonable legal fees) that the Merchant may incur in respect of any such Claims. Furthermore, the Merchant shall be liable for and shall indemnify the Releasees in respect of all loss, liability, claims, demands, damages, costs, charges, expenses and proceedings in respect of personal or bodily injury to or death of any person whatsoever or loss of or damage to any third-party's property arising out of any act or omission of the Merchant related to the Equipment during any period of time during which the Equipment is in the Merchant's possession or under its control.

(d) Paystone shall not be held liable for any delay or default in the performance of our obligations in this Agreement as a result of any failure of electrical, communication, banking, or Payment Acquirer systems, acts of God, flood, fire, severe weather, strike, lockout, acts of war, governmental acts or restrictions, or emergency situations.

(e) Except as expressly provided in these Terms and Conditions, and to the maximum extent permitted by applicable law in the Merchant's jurisdiction, Paystone will have no other obligation, duty or liability whatsoever in contract, tort or otherwise to you, including any liability for negligence or strict liability. The limitations, exclusions and disclaimers in these Terms and Conditions will apply: (i) irrespective of the nature of the cause of action, demand or action by you, including breach of contract, tort, negligence, strict liability or any other legal theory and will survive a fundamental breach, breach of a fundamental term or breaches or the failure of the essential purpose of these Terms and Conditions or of any remedy contained herein; and (ii) to Paystone and its Affiliates, their successors, permitted assigns, agents, suppliers and each of their respective directors, officers, employees and contractors.

(f) In no event will Paystone's aggregate liability based upon, arising from, in connection with or related to these Terms and Conditions, the Services or the Equipment exceed the Transaction Fees, if any, paid by the Merchant that gave rise to the claim, in the month in which the cause of action underlying such claim arose. This limitation applies for any and all forms of legal action brought against Paystone and constitutes the Merchant's exclusive remedy.

(g) The Merchant acknowledges and agrees that the disclaimers, exclusions and limitations set forth herein constitute an essential element of these Terms and Conditions and that in the absence of such disclaimers, exclusions and limitations, the Transaction Fees and other terms in these Terms and Conditions would be substantially different. In addition to the limitations and exclusions set out above, in no event will any directors, officers, employees, agents, successors or assigns of Paystone, or any distributors, suppliers, contractors, customers, vendors, partners or organizations that work with Paystone in connection with the Services and/or the Equipment or their respective directors, officers, employees, agents, successors or assigns, or any Affiliates of Paystone have any liability arising from or related to these Terms and Conditions, the Services or the Equipment.

11. Indemnification

The Merchant shall indemnify and hold Paystone harmless from and against any and all claims, suits, damages, losses, costs, expenses and fees incurred directly or indirectly by Paystone as a result of the Merchant failing to utilize the Equipment or Services in accordance with this Agreement, and for any liability to third parties for any injuries or damages not resulting solely from the negligence or wilful misconduct of Paystone, which results from the provision of Equipment or Services from Paystone.

12. Assignment

Neither party may assign or transfer all or any part of this Agreement or its rights or obligations under this Agreement to any other person without the prior written consent of the other party, and any purported assignment without such consent shall be null and void. Notwithstanding the foregoing, Paystone may, without the Merchant's prior written consent, assign any of Paystone's rights and/or obligations under this Agreement to any of its Affiliates, or the surviving corporation with or into which Paystone merges or consolidates, or to an entity to which Paystone transfers all, or substantially all, of its voting securities or assets.

13. Termination

i. process transactions for only bona fide sales of goods and/or services;

ii. adhere and comply with all laws or requirements of governmental and/or governing bodies;

iii. be bound and abide by the Interac Client Terms and Conditions;

iv. notify Paystone in writing of any account adjustments relating to any debit and/or credit transactions within twenty (20) days of being processed;

v. maintain and provide Paystone access to a bank account at all times for the provision of debits and deposits in accordance with this Agreement;

vi. take appropriate measures to prevent unauthorized use of the Equipment;

vii. notify Paystone immediately upon discovery of any loss of, damage to, or unauthorized use of the Equipment;

viii. promptly report any errors, malfunctions, or any other problems with the equipment;

ix. permit Paystone free and unrestricted access to the Merchant's premises during normal business hours as required for site preparation, installation, investigation, and maintenance activities;

x. authorize Paystone to identify the Merchant as a user of the Equipment and Services in marketing material relating directly to the Services and/or Equipment;

xi. maintain appropriate reporting and operational processes;

xii. retain all transaction receipts for no less than one (1) year from the date of settlement;

xiii. provide Paystone with accurate, anonymized or complete employee work shift logs within twenty-four (24) hours of receiving the request;

xiv. provide Paystone access to examine and verify at any reasonable time any and all records pertaining to transactions processed through the Equipment;

xv. aid in the remote diagnostics and servicing of the Equipment; and

xvi. any other task required by Paystone in order for the adequate provision of Services to the Merchant.

(b) The Merchant shall also provide any receipts retained in accordance with 7(a)(xiii) to Paystone upon request. Failing to provide said receipts may result in the reversal of payments processed and the amount reversed being charged directly to the Merchant.

8. Feedback; Marketing and Communications

Paystone does not guarantee the confidentiality of any communications made by you to Paystone or any other information transmitted by you to Paystone, including communications made by email or any information transmitted in your use of the Services. We may retain a copy of any such communications for the purpose of, and to the extent necessary for us to comply with applicable legal, regulatory or internal backup requirements.

By submitting suggestions, documents, proposals, material, content, graphics, messages, communications, data and/or information to Paystone ("Feedback") to Paystone, you acknowledge that: (i) your Feedback does not contain confidential or proprietary information; (ii) Paystone is not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) you grant Paystone and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, unlimited, sublicensable and non-exclusive license and right to receive, use, disclose, reproduce, adapt, merge or aggregate with other information or data, modify, translate, publish, make available, publicly display, sell, transfer, transmit and otherwise use such Feedback for any purpose, in any manner, in any media and format; (iv) you irrevocably waive your moral rights in and to such Feedback and assign to Paystone all rights in and to your Feedback in perpetuity; (v) you are not entitled to any compensation or reimbursement of any kind from Paystone under any circumstances; and (vi) you represent and warrant to Paystone, and can demonstrate to Paystone, upon request, that you have the rights to grant Paystone the rights to the Feedback set out in (iii) above.

You specifically and expressly consent to Paystone providing you with various communications, newsletters, correspondence, promotions and other documentation by email, text message or other forms of electronic communication and you hereby confirm that all such communication is accepted and in compliance with An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying Out Commercial Activities and to Amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act S.C. 2010, c.23 ("CASL") as amended or replaced from time to time.

9. Intellectual Property

During the Term, the Merchant hereby grants to Paystone a limited, non-exclusive, non-assignable, non-transferable right and license, without the right to sublicense, to use the Merchant's name and all verbal and written refences to that name and any logo of the Merchant (collectively, the "Materials").

The Merchant represents and warrants that it has the right and authority to enter into this Agreement and to grant all of the rights contained herein, and that Paystone's use of the Materials will not violate or infringe upon the rights of any third parties.

Paystone acknowledges that the Materials are and shall remain the sole and exclusive property of the Merchant, and the Licensee agrees that is has no right, title or interest in or to the Materials. The Merchant acknowledges that nothing in this Agreement requires Paystone to use the Materials for any purpose or manner whatsoever

10. Disclaimers; Limitation of Liability

(a) The Services are provided by Paystone on an "as is" and "as available" basis and without warranties of any kind, express or implied. Paystone disclaims all warranties, express or implied, including implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose and non-infringement. Paystone does not warrant that the installation of the Equipment or the use of any of the Equipment or Paystone's Services will be uninterrupted, error-free or free of viruses or other harmful components. Paystone may correct, modify, amend, enhance, improve and make any other changes to any Equipment or Services at any time, or discontinue providing any Equipment or Services at any time with or without notice to you.

(b) In no event will Paystone be liable for any indirect, incidental, special or consequential damages that result or arise from or are related to or in connection with the use of, the theft of, or the inability to use any Equipment or Service, even if Paystone has been advised of the possibility of such damages. Paystone shall not be held liable for any damages, lost profits, lost revenues, lost opportunities, loss of goodwill, loss of brand or Merchant value, costs and/or expenses in any way relating to or arising out of this Agreement. This also includes losses suffered as a result of communication failures or disruptions, or the availability of technical support and you expressly hold Paystone harmless from and against any and all claims, losses, liability, damages, injuries and expenses (including personal injury claims) arising out of or relating to your use of any Equipment or the Services, and any alleged or actual violation by you of this Agreement.

(c) Merchant hereby expressly holds Paystone and its officers, directors, employees, staff, insurers, Affiliates, subcontractors and representatives, and their respective officers, directors, employees, insurers, heirs successors and assigns, as applicable (the "Releasees") harmless of and from all manner of action, obligation, causes of action, suits, debts, accounts, bonds, covenants, contracts, claims and/or demands whatsoever (collectively, "Claims") that may at any time be asserted against a Releasee arising out of or relating to: (i) Paystone's use of the Materials, including, without limitation, any Claims that Paystone's use of the Materials infringe any intellectual property rights; (ii) the Merchant's use of the Services and/or the Equipment (iii) damage to and/or theft of the Equipment or any property damage, personal injury or death caused by an act or omission of the Merchant relating to the Equipment, however caused, including but not limited to securing the Equipment from tampering or falling or theft, during any period of time which the Equipment is in the Merchant's possession or under its control; and (iv) any alleged violation by the Merchant of these Terms and Conditions, and the Merchant agrees to indemnify the Releasees in respect of any costs or expenses (including reasonable legal fees) that the Merchant may incur in respect of any such Claims. Furthermore, the Merchant shall be liable for and shall indemnify the Releasees in respect of all loss, liability, claims, demands, damages, costs, charges, expenses and proceedings in respect of personal or bodily injury to or death of any person whatsoever or loss of or damage to any third-party's property arising out of any act or omission of the Merchant related to the Equipment during any period of time during which the Equipment is in the Merchant's possession or under its control.

(d) Paystone shall not be held liable for any delay or default in the performance of our obligations in this Agreement as a result of any failure of electrical, communication, banking, or Payment Acquirer systems, acts of God, flood, fire, severe weather, strike, lockout, acts of war, governmental acts or restrictions, or emergency situations.

(e) Except as expressly provided in these Terms and Conditions, and to the maximum extent permitted by applicable law in the Merchant's jurisdiction, Paystone will have no other obligation, duty or liability whatsoever in contract, tort or otherwise to you, including any liability for negligence or strict liability. The limitations, exclusions and disclaimers in these Terms and Conditions will apply: (i) irrespective of the nature of the cause of action, demand or action by you, including breach of contract, tort, negligence, strict liability or any other legal theory and will survive a fundamental breach, breach of a fundamental term or breaches or the failure of the essential purpose of these Terms and Conditions or of any remedy contained herein; and (ii) to Paystone and its Affiliates, their successors, permitted assigns, agents, suppliers and each of their respective directors, officers, employees and contractors.

(f) In no event will Paystone's aggregate liability based upon, arising from, in connection with or related to these Terms and Conditions, the Services or the Equipment exceed the Transaction Fees, if any, paid by the Merchant that gave rise to the claim, in the month in which the cause of action underlying such claim arose. This limitation applies for any and all forms of legal action brought against Paystone and constitutes the Merchant's exclusive remedy.

(g) The Merchant acknowledges and agrees that the disclaimers, exclusions and limitations set forth herein constitute an essential element of these Terms and Conditions and that in the absence of such disclaimers, exclusions and limitations, the Transaction Fees and other terms in these Terms and Conditions would be substantially different. On addition to the limitations and exclusions set out above, in no event will any directors, officers, employees, agents, successors or assigns of Paystone, or any distributors, suppliers, contractors, customers, vendors, partners or organizations that work with Paystone in connection with the Services and/or the Equipment or their respective directors, officers, employees, agents, successors or assigns, or any Affiliates of Paystone have any liability arising from or related to these Terms and Conditions, the Services or the Equipment.

(h) Fundraising Processing ("Processing") Merchant agrees to;

• Only collect donations in full compliance with all Canada Revenue Agency ("CRA") guidelines, and any applicable statute, regulation, or other applicable guidelines.
• Only issue official CRA donation receipts ("Receipts") while maintaining status with CRA as a Canadian registered charity or a qualified donee that qualifies for charitable tax credits.
• Provide Paystone all supporting and updated CRA charities compliance documentation, and immediately update Paystone with respect to any changes to CRA charitable status.
• Only issue Receipts with accurate and complete information as required by the CRA including but not limited to, Donor information, Addresses, Dates, and an Eligible Amount assessed at Fair Market Value of any gift received.
• Follow CRA guidelines with respect to cancelling or replacing any Receipts.
• Authorize Paystone to enable or disable the issuing of Receipts using Paystone services based on Paystone's risk assessment of the donee and the donee's compliance with guidelines of the Charities Directorate division of the CRA as well as applicable statutes and regulations, and the donee's charitable status as posted on the Canada Revenue Agency website.
• Authorize Paystone to decline donations based on Paystone's risk assessment of the donee that shall include, but not limited to, legality of activities, media coverage, governance practices, and any government guidelines.

(i) Fundraising Foundation ("Foundation") Merchant agrees to;

• Authorize Paystone to transfer funds to donee charitable organization ("Donee") on a monthly schedule, or any other reasonable schedule based on the donation amount collected in the Foundation.
• Authorize Paystone to enable or disable the issuing of Receipts for any Donee based on Paystone's risk assessment of the Donee and the Donee's compliance with guidelines of the Charities Directorate division of the CRA as well as applicable statutes and regulations, and the Donee's charitable status as posted on the Canada Revenue Agency website.
• Authorize Paystone to decline donations to any Donee based on Paystone's risk assessment of the Donee that shall include, but not limited to, legality of activities, media coverage, governance practices, and any government guidelines.
• Authorize Paystone to make deductions from donations to cover reasonable Paystone fees to support costs related to development, maintenance, and upkeep of the product and service.
• Authorize Paystone, at Paystone's sole discretion, to direct donated funds to other charitable organizations or return donated funds to donors, where the selected Donee is not able to accept the donated funds for reasons that may include but not limited to, rejection of donation, loss of charitable status with the CRA, or failing Paystone's risk assessment.

(j) Merchant hosting Paystone fundraising Equipment for collection of donations for third-party entities ("Host") agrees to;

• Accept as consideration for the purpose of this agreement, Paystone making their Equipment available at the Host premises for the Host clients to utilize.
• Provide access to services for the Equipment that are needed for proper operation of such Equipment, including electric power.
• Ensure proper operation of the Equipment, and where any operational problems occur, immediately contact Paystone Tech Support via contact information provided or found on their website.
• Authorize Paystone to transfer funds as per the instruction of donors and to applicable charities selected by donors.
• Authorize Paystone to transfer funds to donee charitable organization ("Donee") on a monthly schedule, or any other reasonable schedule based on the donation amount collected.
• Authorize Paystone to enable or disable the issuing of Receipts for any Donee based on Paystone's risk assessment of the Donee and the Donee's compliance with guidelines of the Charities Directorate division of the CRA as well as applicable statutes and regulations, and the Donee's charitable status as posted on the Canada Revenue Agency website.
• Authorize Paystone to decline donations to any Donee based on Paystone's risk assessment of the Donee that shall include, but not limited to, legality of activities, media coverage, governance practices, and any government guidelines.
• Authorize Paystone to make deductions from donations to cover reasonable Paystone fees to support costs related to development, maintenance, and upkeep of the product and service.
• Authorize Paystone, at Paystone's sole discretion, to direct donated funds to other charitable organizations or return donated funds to donors, where the selected Donee is not able to accept the donated funds for reasons that may include but not limited to, rejection of donation, loss of charitable status with the CRA, or failing Paystone's risk assessment.

11. Indemnification

The Merchant shall indemnify and hold Paystone harmless from and against any and all claims, suits, damages, losses, costs, expenses, penalties and fees incurred directly or indirectly by Paystone as a result of the Merchant;

• failing to utilize the Equipment or Services in accordance with this Agreement, and for any liability to third parties for any injuries or damages not resulting solely from the negligence or wilful misconduct of Paystone, which results from the provision of Equipment or Services from Paystone.
• using Paystone Equipment or Services to issue Canada Revenue Agency charitable donation Receipts, or any other regulated receipts, in violation of any Canada Revenue Agency guidelines, or any other applicable regulated receipt guidelines.
• using Paystone Equipment or Services to collect donations in violation of any Canada Revenue Agency guidelines, or any applicable statute, regulation, or other applicable guidelines.

12. Assignment

Neither party may assign or transfer all or any part of this Agreement or its rights or obligations under this Agreement to any other person without the prior written consent of the other party, and any purported assignment without such consent shall be null and void. Notwithstanding the foregoing, Paystone may, without the Merchant's prior written consent, assign any of Paystone's rights and/or obligations under this Agreement to any of its Affiliates, or the surviving corporation with or into which Paystone merges or consolidates, or to an entity to which Paystone transfers all, or substantially all, of its voting securities or assets.

13. Termination

(a) Paystone may terminate this Agreement or cease the provision of Services for any unit of Equipment at any time without notice if, (i) the Merchant fails to comply with any material terms of this Agreement; or (ii) Paystone believes that the Merchant represents an unacceptable risk to the integrity of Paystone and/or the Services.

(b) The Merchant may terminate this Agreement at any time, however shall be subject to an early termination fee (the "ETF") of two hundred and ninety-five dollars ($295) per unit of Equipment.

(c) The Merchant will not be subject to an ETF if termination occurs within ninety (90) days following notification from Paystone of, (i) a fee increase, (ii) an additional fee related to Interac Direct Payment transactions, and/or (iii) the reduction in applicable Interchange Rates.

(d) This Agreement will automatically terminate and the Merchant will be subject to an ETF of two hundred and ninety-five dollars ($295) per unit of Equipment, if the Merchant fails to process any payment transaction using the Services and/or Equipment for ninety (90) consecutive days. Thereafter, the Merchant will be subject to a reconnection fee of two hundred and ninety-five dollars ($295) per unit of Equipment, should the Merchant wish to renew this Agreement.

(e) Termination of this Agreement will not affect any other existing agreement Paystone or any other party may have with the Merchant.

14. Enurement

Neither party may assign or transfer all or any part of this Agreement or its rights or obligations under this Agreement to any other person without the prior written consent of the other party, and any purported assignment without such consent shall be null and void. Notwithstanding the foregoing, Paystone may, without the Merchant's prior written consent, assign any of Paystone's rights and/or obligations under this Agreement to any of its Affiliates, or the surviving corporation with or into which Paystone merges or consolidates, or to an entity to which Paystone transfers all, or substantially all, of its voting securities or assets.

15. Amendments

Paystone reserves the right to, from time to time, in Paystone’s sole discretion, amend these pay terms and conditions, with the exception of any fee changes or the introduction of a new fee or cost structure, or the applicable interchange fees, for which Paystone shall provide a 90-day written notice prior to any change to such fees taking effect. Any amendments shall apply to existing and new Services you receive from Paystone. It is your responsibility to review these online terms and conditions and your continued use of Paystone Services constitutes your agreement to the then-current amended and updated Terms and Conditions.

16. Notices

All notices to the Merchant will be provided to the Merchant at the mailing address or email address (at Paystone's discretion) set forth in the Application and will be deemed to have been provided on the date in which the notice was sent. All notices to Paystone required or permitted under the Agreement will be provided via registered mail to:

Paystone
3200 Wonderland Road South
London, Ontario
N6L 1A6
Attention: Compliance Officer

and will be deemed to have been given on the date of Paystone's receipt. Each party agrees to promptly notify the other party in writing if any of its contact information changes.

17. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior negotiations or agreements. The headings used in this agreement are for convenience only and are not to be construed as defining, limiting or describing the scope or intent of this Agreement.

18. No Waiver; Severability

(a) The failure of either party to exercise any rights under this Agreement shall not be deemed a waiver of such right or any other rights.

(b) If any provision of this agreement is held to be invalid, illegal, or unenforceable, that provision will be severed to the extent of its invalidity, illegality, or unenforceability, and all other provisions will continue in full force and effect to the extent permitted by law.

19. Governing Law; Jurisdiction; Class Action Waiver

This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein, excluding any body of law governing conflicts of law. Paystone reserves the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of competent jurisdiction, for claims regarding: (i) amounts owed by the Merchant to Paystone in connection with the Merchant's use of the Services or Equipment or any portion thereof; or (ii) the Merchant's actual or threatened violation of these Conditions of Use or any part thereof. The Merchant irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in the Province of Ontario, for any claims arising from or related to these Terms of and Conditions or any of the Services or the Equipment. The Merchant agrees that, in the event that there is a dispute under these Terms and Conditions and such dispute is to be resolved in a court of law, such dispute will not be resolved by jury trial, and the Merchant hereby: (i) waives all rights to a trial by jury in any matter related to or arising from these Terms and Conditions; and (ii) agrees that such dispute will be conducted only on an individual basis and not in a class, representative, consolidated or mass action. If any part of this Section 18 is found to be unenforceable, the remainder of this Section 18 will still be given full force and effect.

20. Changes

Paystone reserves the right at any time, and from time to time, to change these Terms and Conditions and to notify you of such change by posting the updated version of these Terms and Conditions on the Website. The Merchant acknowledges and agrees that it is responsible for regularly reviewing these Terms and Conditions, including by checking the date of the "Last Update" at the end of these Terms and Conditions. Continued use of any Services or Equipment after any such changes will constitute the Merchant's consent to be bound by such changes, with continued provision of the use of the Services or Equipment, in whole or in part, constituting consideration from Paystone to the Merchant for so being bound. The Merchant's sole right with respect to any dissatisfaction with these Terms and Conditions, any policy or practice of Paystone in operating, offering or providing the Services or the Equipment, is to stop using the Services and the Equipment.

21. Survival

The following provisions in these Terms and Conditions will survive any termination of these Terms and Conditions or the expiration or termination of the Agreement: Section 4(Fees and Surcharges), Section 7(xiv), Section 8 (Feedback; Marketing and Communications), Section 9 (Intellectual Property); Section 10 (Disclaimers; Limitation of Liability), Section 11 (Indemnification), Section 16 (Notices), Section 18 (No Waiver; Severability), Section 19 (Governing Law; Jurisdiction, Class Action Waiver), this Section 21, and Section 22 (Language).

22. Language

It is the express wish of the parties that these Terms and Conditions and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

Last Updated: October 22, 2018

End User License Agreement

These are the terms and conditions of the Paystone's End-User License Agreement (this "EULA") which is entered into by Paystone Inc., including any subsidiaries or affiliates, its agent(s), partner(s), or other authorized representative(s) (collectively or individually, the "Developer" or "Paystone") and the merchant(s) (referred to herein as the "Merchant" or "you") whose information appears on the Paystone Fundraising Application or the Paystone Pay/Fundraising Application, as applicable (the "Application"). The EULA, together with: (i) the Application; (ii) a summary of the complaints handling process, (iii) the Payment Acquirer terms of service or terms and conditions, as applicable; (iv) Paystone Account Terms of Service; (v) any other Payment Acquirer forms, agreements, guarantees, or other similar documents, as applicable; (vi) Paystone's Privacy Policy located at www.paystone.com/legal; and (vii) all appendices, schedules, exhibits and addenda to the Application, whether such schedules, exhibits and/or addenda became effective on the same date that the aforementioned applications were executed by the Merchant or at a later date), collectively form the agreement (the "Agreement") between Paystone and the Merchant.

This Agreement is solely between you and Paystone and governs your use of the Paystone Fundraising Application and the corresponding services it provides, together with the associated documentation, proprietary and intellectual property (collectively, the "App").

Please review this Agreement completely. This Agreement forms a legal agreement between you and Paystone. The Developer provides the App solely on the terms and conditions set forth herein and on the condition that you accept and comply with them. By using the App you: (a) accept this Agreement and agree that you are legally bound by its terms; and (b) represent and warrant that: (I) you are of legal age to enter into a binding agreement; and (II) if you are a corporation, governmental organization or other legal entity, you have the right, power and authority to enter into this Agreement on behalf of the Merchant and bind the Merchant to its terms. If you do not agree to the terms of this Agreement, you must not use the App.

If you have any questions or concerns about this Agreement or Paystone's Privacy Policy, please e-mail Paystone's Compliance Officer at compliance@paystone.com.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of this definition of "Affiliate", "control" means the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

"Authorized User(s)" means solely those individuals authorized to use the App pursuant to the license granted under this Agreement.

"Documentation" means any user manuals, technical manuals and any other materials provided by Developer, in printed, electronic or other form of media, that describe the installation, operation, use and/or technical specifications of the App.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trade-mark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Person" means an individual, corporation, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.

"Term" means the Term as set out in the Paystone Fundraising Application and/or the Paystone Pay/Fundraising Application, as applicable.

"Third-Party" means any Person other than the Developer or the Merchant.

For the purposes of this Agreement, the above terms have the following meanings:

2. The App

2.1 The App provides Merchant's donors the ability to make a wireless donation to a Merchant. Through the App, donors will be able to select a campaign, donation amount and method of payment and upon completing a donation, will be prompted to rate their donation experience. Donors will be prompted to enter their email after donating and will be emailed a tax receipt. This email will also include a link to Paystone's Fundraising portal which will allow the donor to download a charitable receipt, if a charitable receipt is being provided by the Merchant.

2.2 Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license during the Term to use the App solely for your internal business purposes. This license does not grant you any rights to Developer's (or any other Third-Party's) Intellectual Property Rights unless provided with the App. Developer reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App, as requested by Paystone.

2.3 The App may update automatically from time-to-time, and you may be required to accept these updates to continue using the App. The Developer may perform maintenance on the App, which may result in service interruptions or delays from time-to-time. Developer may not support older versions of the App. You are solely responsible for obtaining all equipment and services (e.g., Internet connectivity and/or data) necessary to access and use the App.

3. Use Restrictions

3.1 You shall not, and shall require your Authorized Users not to, directly or indirectly:

(a) use (including make any copies of) the App or Documentation beyond the scope of the License granted under Section 2.2;

(b) provide any other Person, including any subcontractor, independent contractor, Affiliate or Service Provider of Merchant with access to or use of the App or the Documentation, except as permitted by this Agreement;

(c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the App or Documentation or any part thereof;

(d) combine the App or any part thereof, or incorporate the App or any part thereof, in any other programs;

(e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the App or any part thereof;

(f) remove, delete, alter or obscure any Intellectual Property Rights notices provided on or with the App or Documentation, including any copy thereof;

(g) copy the App or Documentation, in whole or in part;

(h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the App, or any features or functionality of the App, to any Third-Party for any reason, whether or not over a network or on a hosted basis, including in connection with the Internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, SaaS, cloud or other technology or service; or

(i) use the App or the Documentation for purposes of competitive analysis of the App, the development of a competing software product or service or any other purpose that is to Merchant's commercial advantage.

4. Responsibility for use of Software; Suspension

4.1 You are responsible and liable for all uses of the App through access thereto provided by Paystone, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the App by your Authorized Users or by any other Person to whom you or an Authorized User may provide access to or use of the App, whether or not such access or use is permitted by or in violation of this Agreement.

4.2 In addition to its termination rights as set out in the Application, Paystone may promptly suspend or terminate your use of the App if: (i) you violate this Agreement's terms; (ii) Paystone believes your use of the App may damage its reputation or Intellectual Property Rights; (iii) Developer suspends or terminates its agreement(s) with any Third-Party involved in providing the App and/or any related services; and/or (iv) you are using the App for any fraudulent, illegal or unauthorized purpose, or engage in wilful misconduct with respect to your use of the App.

5. Fees

5.1 You will pay the Developer the fees as set out in the Application on the terms and conditions as set out therein. Paystone may charge you a monthly fee for your use of the App, which will be automatically collected through the payment method as set out in the Application.

6. Feedback; Marketing and Communications

6.1 Paystone does not guarantee the confidentiality of any communications made by you to Paystone or any other information transmitted by you to Paystone, including communications made by email or any information transmitted in your use of the App. We may retain a copy of any such communications for the purpose of, and to the extent necessary for us to comply with applicable legal, regulatory or internal backup requirements.

6.2 By submitting suggestions, documents, proposals, material, content, graphics, messages, communications, data and/or information to Paystone ("Feedback") to Paystone, you acknowledge that: (i) your Feedback does not contain confidential or proprietary information; (ii) Paystone is not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) you grant Paystone and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, unlimited, sublicensable and non-exclusive license and right to receive, use, disclose, reproduce, adapt, merge or aggregate with other information or data, modify, translate, publish, make available, publicly display, sell, transfer, transmit and otherwise use such Feedback for any purpose, in any manner, in any media and format; (iv) you irrevocably waive your moral rights in and to such Feedback and assign to Paystone all rights in and to your Feedback in perpetuity; (v) you are not entitled to any compensation or reimbursement of any kind from Paystone under any circumstances; and (vi) you represent and warrant to Paystone, and can demonstrate to Paystone, upon request, that you have the rights to grant Paystone the rights set out in (iii) above.

6.3 You specifically and expressly consent to Paystone providing you with various communications, newsletters, correspondence, promotions and other documentation by email, text message or other forms of electronic communication and you hereby confirm that all such communication is accepted and in compliance with An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying Out Commercial Activities and to Amend the Canadian Radio-television and Telecommunications Commission Act ("CASL"), the Competition Act, the Personal Information Protection and Electronic Documents Act ("PIPEDA") and the Telecommunications Act as amended or replaced from time to time.

7. Intellectual Property Rights

7.1 You hereby acknowledge and agree that the App and any Documentation are provided under license, and not sold, to you. You do not acquire any ownership interest in or to the App or Documentation under this Agreement, or any rights thereto, other than to use the same in accordance with the license granted herein, and subject to all terms, conditions and restrictions under this Agreement. Paystone, its Affiliates, licensors and service providers reserve and retain their entire right, title and interest in and to the App and Documentation and all Intellectual Property Rights arising out of or relating to the App or Documentation, except as expressly granted to you under this Agreement. You shall safeguard the App and Documentation, including any copies thereof, from infringement, misappropriation, theft, misuse or unauthorized access. You shall promptly notify Paystone if you become aware of any infringement of Paystone's Intellectual Property Rights in the App and fully cooperate with Paystone, at your sole expense, in any legal action taken by Paystone to enforce its Intellectual Property Rights.

8. Limited Warranties; Limitation of Liability; Indemnity

8.1 THE APP AND ANY DOCUMENTATION ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DEVELOPER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APP AND DOCUMENTATION, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE DEVELOPER PROVIDES NO CONDITION, WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APP WILL MEET THE MERCHANT'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. MERCHANT IS SOLELY RESPONSIBLE FOR DETERMINING IF THE APP MEETS ITS NEEDS. THE DEVELOPER IS NOT RESPONSIBLE FOR ANY DISCLOSURES, MODIFICATIONS, DELETIONS OR OTHER ERRORS THAT MAY ARISE IN CONNECTION WITH MERCHANT'S USE OF THE APP DUE TO ITS INTERACTION WITH OTHER APPLICATIONS OR THEIR CONTENT.

8.2 You will indemnify Developer, its directors, officers, employees, agents, subsidiaries, and Affiliates against any Third-Party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (collectively, "Losses") that result from your use or misuse of the App, or your breach of this Agreement. Developer may assume the defense of any Third-Party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any Third-Party claims involving more than the payment of money without Developer's express, prior written consent.

8.3 To the extent permitted by applicable law, Paystone will not be liable to you, your Affiliates or any respective licensors or service providers for: (a) any: use, interruption, delay or inability to use the App; (i) lost profits, revenues, or business opportunities; (ii) delays, interruption or loss of services, business or goodwill; (iii) loss or corruption of data; (iv) loss resulting from system or system service failure, malfunction or shutdown; (v) failure to accurately transfer, read or transmit information; (vi) failure to update or provide correct information; (vii) system incompatibility or provision of incorrect compatibility information; (vii) breaches in system security; or (b) any exemplary, punitive, special, indirect, incidental, or consequential damages, in each case whether arising out of or in connection with this Agreement, breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not Paystone was advised of the possibility of such damages.

8.4 In no event will the collective, aggregate liability of Paystone and its Affiliates, including any of its or their respective licensors and service providers, under or in connection with this Agreement or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, exceed the total amount paid to Paystone under this Agreement during the one (1) month prior to a Loss.

8.5 The limitations set forth in this Section 8 shall apply even if your remedies under this Agreement fail of their essential purpose.

9. General

9.1 This Agreement is binding upon the parties hereto and their respective heirs, executors, administrators, legal and/or personal representatives, successors, and assigns.

9.2 No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the parties. For avoidance of doubt, emails with a typed name or signature block do not constitute signed writings.

9.3 Paystone reserves the right to, from time to time, in Paystone’s sole discretion, amend the terms and conditions of this Agreement, with the exception of any fee changes or the introduction of a new fee or cost structure, or the applicable interchange fees, for which Paystone shall provide a 90-day written notice prior to any change to such fees taking effect. Any amendments shall apply to existing and new Paystone Apps you utilize. It is your responsibility to review these online terms and conditions and your continued use of Paystone App(s) constitutes your agreement to the then-current amended and updated Agreement.

9.4 All notices to the Merchant will be provided to the Merchant at the mailing address or email address (at Paystone's discretion) set forth in the Application and will be deemed to have been provided on the date in which the notice was sent. All notices to Paystone required or permitted under the Agreement will be provided via registered mail to:

Paystone
3200 Wonderland Road South
London, Ontario  N6L 1A6
Attention: Compliance Officer
Email: compliance@paystone.com

and will be deemed to have been given on the date of Paystone's receipt. Each party agrees to promptly notify the other party in writing if any of its contact information changes.

9.5 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any prior negotiations or agreements. The headings used in this agreement are for convenience only and are not to be construed as defining, limiting or describing the scope or intent of this Agreement. In the event of any conflict or inconsistency of any term or provision set forth in this EULA and the Application, such conflict or inconsistency shall be resolved by giving precedence first to the Application.

9.6 No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the parties. For avoidance of doubt, emails with a typed name or signature block do not constitute signed writings.

9.7 The failure of either party to exercise any rights under this Agreement shall not be deemed a waiver of such right or any other rights.

9.8 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be severed to the extent of its invalidity, illegality, or unenforceability, and all other provisions will continue in full force and effect to the extent permitted by law.

9.9 This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein, excluding any body of law governing conflicts of law. Paystone reserves the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of competent jurisdiction, for claims regarding: (i) amounts owed by the Merchant to Paystone in connection with the Merchant's use of the App or Documentation or any portion thereof; or (ii) the Merchant's actual or threatened violation of this Agreement or any part thereof. The Merchant irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in the Province of Ontario, for any claims arising from or related to this Agreement or any of the Services or the Equipment. The Merchant agrees that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute will not be resolved by jury trial, and the Merchant hereby: (i) waives all rights to a trial by jury in any matter related to or arising from this Agreement; and (ii) agrees that such dispute will be conducted only on an individual basis and not in a class, representative, consolidated or mass action. If any part of this Section 9.8 is found to be unenforceable, the remainder of this Section 9.8 will still be given full force and effect.

9.10 Paystone reserves the right at any time, and from time to time, to change this EULA and to notify you of such change by posting the updated version of this EULA on its website located at www.paystone.com. You acknowledge and agree that you are responsible for regularly reviewing this EULA, including by checking the date of the "Last Updated" at the beginning of this EULA. Continued use of the App after any such changes will constitute your consent to be bound by such changes, with continued provision of the use of the App, in whole or in part, constituting consideration from Paystone to the Merchant for so being bound. Your sole right with respect to any dissatisfaction with this EULA, this Agreement, any policy or practice of Paystone in operating, offering or providing the App, is to stop using the App.

9.11 It is the express wish of the parties that these Terms and Conditions and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.