Moneris PAYD TM Payment Processing Terms and Conditions. Moneris PAYD Software Terms and Conditions

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1 Moneris PAYD TM Payment Processing Terms and Conditions Moneris PAYD Software Terms and Conditions Moneris VISA Merchant Agreement / Moneris MasterCard Merchant Agreement / Moneris Discover Merchant Agreement / Moneris UnionPay International Merchant Agreement / Moneris American Express Merchant Agreement / Moneris Interac Merchant and Terminal Agreement Terms and Conditions These are the terms and conditions of the Visa Merchant Agreement, the MasterCard Merchant Agreement, the Discover Merchant Agreement, the UnionPay International Merchant Agreement, the American Express Merchant Agreement and the Interac Merchant and Terminal Agreement (each combined with the Moneris Card Acceptance Form, an Agreement ). Your acceptance of the following terms and conditions and the Moneris Card Acceptance Form will occur when you first use our services. Your acceptance of any amendment, restatement, supplement or any modification to an Agreement will occur when you first use our services following notice of any such amendment, restatement, supplement or modification. For your convenience the applicable terms and conditions for each Agreement are combined into one document however we emphasize that these are six separate Agreements. Your Moneris Visa Merchant Agreement is a tripartite agreement between Moneris Solutions Corporation, Royal Bank of Canada and you. Your Moneris MasterCard Merchant Agreement is a tripartite agreement between Moneris Solutions Corporation, Bank of Montreal and you. Your Moneris Discover Merchant Agreement is between Moneris Solutions Corporation and you. Your Moneris UnionPay International Merchant Agreement is an agreement between Moneris Solutions Corporation and you. Your Moneris American Express Merchant Agreement is an agreement between Moneris Solutions Corporation and you. Your Interac Merchant and Terminal Agreement is between Moneris Solutions Corporation and you. You acknowledge that you have taken the necessary steps to enter into each Agreement and that their terms apply to you and are valid and binding on you. Royal Bank of Canada and Bank of Montreal each give notice that in reference to their rights, obligations and communications under the Moneris Visa Merchant Agreement and the Moneris MasterCard Merchant Agreement, as the case may be, it has appointed Moneris Solutions Corporation as its agent for the purposes of communicating with you and fulfilling and exercising certain obligations and rights under the Agreements. Definitions The following is a list of definitions that will assist you in understanding the Agreements. Affiliate means any Entity that controls, is controlled by, or is under common control with either party, including its subsidiaries. As used in this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an

2 Entity, whether through ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, but not by way of limitation, the direct or indirect ownership of more than 50% of (i) the voting securities or (ii) an interest in the assets, profits, or earnings of an Entity shall be deemed to constitute control of the Entity. American Express means Amex Bank of Canada. American Express Card means for the Moneris American Express Merchant Agreement, (i) any card, account access device, or payment device or service bearing an American Express or its Affiliate s Marks and issued by an Amex Issuer or (ii) a unique identifying number that an Amex Issuer assigns to the American Express Card when it is issued. American Express Card also includes any card or other account access device or service issued by a Third Party Card Issuer and bearing such Third Party Card Issuer s name or Marks but not the Marks of American Express. Amex Issuer means any Entity (including American Express and its Affiliates) licensed by American Express or an American Express Affiliate to issue American Express Cards and to engage in the American Express Card issuing business. Authorization means the authorization provided by the Card Issuer indicating that the Cardholder s account has sufficient credit available to support the Transaction. For greater certainty even if an Authorization is provided, the Transaction may not be valid and may be subject to a Chargeback or other adjustment. Authorization System means the computer systems we use to send you Authorizations. Bank means Royal Bank of Canada ( RBC ) for the Moneris VISA Merchant Agreement, Bank of Montreal ( BMO ) for the Moneris MasterCard Merchant Agreement, and Moneris Solutions Corporation for the Moneris Discover Merchant Agreement Moneris UnionPay International Merchant Agreement and Moneris American Express Merchant Agreement. Business Day means any day other than Saturday or Sunday, on which banks are open for business in Toronto, Ontario. Card means a Visa Card for the Moneris Visa Merchant Agreement, a MasterCard Card for the Moneris MasterCard Merchant Agreement, a Discover Card for the Moneris Discover Merchant Agreement, a UnionPay International Card for the Moneris UnionPay International Merchant Agreement, an American Express Card for the Moneris American Express Merchant Agreement and an Interac Card for the Moneris Interac Merchant and Terminal Agreement. Card Brand means Visa Canada Corporation and Visa, Inc. for the Moneris Visa Merchant Agreement, MasterCard International Inc. for the Moneris MasterCard Merchant Agreement, DFS Services LLC for the Moneris Discover Merchant Agreement, UnionPay International for the Moneris UnionPay International Merchant Agreement, Amex Bank of Canada for the Moneris American Express Merchant Agreement and the Interac Association for the Moneris Interac Merchant and Terminal Agreement, and their respective affiliates, successors and assigns. Card Brand Rules and Regulations means the rules and regulations, as amended, supplemented, restated or otherwise modified from time to time of each applicable Card Brand. Card Issuer means the entity that issues the Card. Cardholder means the person who presents a Card. Chargeback is the reversal of a credit or a payment and may apply to a Transaction for which an Authorization Number has been provided. Confidential Information means confidential or proprietary information including but not limited to: the terms of this Agreement, pricing, Card Brand Rules and Regulations, trade secrets, information concerning Terminals, advertising, marketing, designs, plans, specifications, software and programs or methods of the operation of Terminals. Data Security Standards means the data security standards of us and the Card Brand, including without limitation, Payment Card Industry Data Security Standard ( PCI DSS ), Payment Application Data Security Standard ( PA-DSS ), American Express Data Security Standards and Payment Card Industry PIN Transaction Security Standard ( PCI PTS ) as each may be amended,

3 supplemented or otherwise modified from time to time. Discover Card means for the Moneris Discover Merchant Agreement, a valid card operating within the Discover network and for which we provide processing services. Draft Capture means the electronic capture of Card and Transaction data entered into the Terminal and authorized via the Authorization System. E-commerce is the processing of online Transactions using electronic media. Electronic Transaction Record means the data or information that we require you to submit, in the form that we advise you of from time to time, in order to process your Transactions. Entity means a corporation, partnership, sole proprietorship, trust, association, or any other legally recognized entity or organization. Initial Term means the first three years of the Agreement. Interac Card means for the Moneris Interac Merchant and Terminal Agreement, a valid Interac debit card issued by a financial institution. Marks are names, logos, service marks, trademarks, trade names, taglines, or other proprietary designs or designations. MasterCard Card means for the Moneris MasterCard Merchant Agreement, a card carrying the MasterCard name or symbol. Merchant Discount Rate or MDR is a per Transaction rate we charge for the Card services we provide under this Agreement. Operating Manual means our manual with respect to processing Transactions and using your Terminals as such manual may be amended, supplemented or otherwise modified from time to time. Personal Identification Number or PIN means the confidential number selected by the Cardholder or issued by the Card Issuer that a Card Issuer uses to authenticate a Cardholder and authorize Transactions through Terminals. Prohibited Transaction means a Transaction carried out in furtherance of a prohibited or illegal activity, Transactions prohibited by the Card Brand, Transactions we tell you from time to time are Prohibited Transactions or Transactions that you are not authorized to process. Purchased Terminal means a Terminal that you have purchased from us by paying the purchase price in full (plus applicable taxes). Remote Transactions are Transactions that are completed where both the Cardholder and Card are not present at the point of sale. Remote Transactions include mail orders, telephone orders and E-commerce. Renewal Term means each subsequent six month term of the Agreement following the Initial Term. Rental Terminal means a Terminal that you rent from us. Terminal means the electronic funds transfer equipment, printer, and/or PINpad software applications that you use to process Transactions and for greater certainty includes any virtual electronic fund transfer solution. Third Party Service means a third party or third party software which you use to directly or indirectly store, transmit or process Cardholder data and/or Transaction information. Time Out means the Authorization System is not available and your Terminal has not received a reply from us within 45 seconds after it has been requested. Transaction means any transaction between you and a Cardholder in which a Card is used in connection with a sale, a refund, or an adjustment to either. Transaction Log means an electronic file containing a daily log of all your Transactions. Transaction Receipt means the form you are required to use and provide to the Cardholder as

4 proof of a Transaction. UnionPay International Card means for the Moneris UnionPay International Merchant Agreement, a valid card carrying the UnionPay name or symbol. Visa Card means for the Moneris VISA Merchant Agreement, a valid card carrying the Visa name or symbol. We, us and our means Moneris Solutions Corporation. Wired Terminal means a Terminal that communicates through traditional wired or communication services. Wireless Terminal means a mobile short range or long range Terminal that derives power from a battery and communicates over cellular or data communication services. You and your means the merchant entering into this Agreement and to whom we are providing services. A. Universal Terms and Conditions The following Terms and Conditions apply to you regardless of which services we provide to you. In addition, you and your Third Party Service(s) will adhere to the Card Brand Rules and Regulations. Neither we nor the Bank are the authors of the Card Brand Rules and Regulations and are not responsible for providing you with a copy of them; it is your responsibility to ensure that you obtain and are in compliance with the most recent version of the Card Brand Rules and Regulations which are available at the Card Brand website. 1.1 Nature of your Business and Honouring Cards You agree not to use our services to process Transactions for another person, entity or merchant. You agree not to process Transactions that you know or ought to have known are fraudulent, unauthorized by the Cardholder or Prohibited Transactions. You are responsible for the actions of your employees (and any other person that uses the services provided for under this Agreement). You agree to honour Cards that are presented to you as a form of payment in accordance with the terms and conditions of this Agreement and you agree that you and your employees will follow all procedures and instructions that we provide including those set out in the Operating Manual. It is your responsibility to ensure that you obtain and are in compliance with the most recent version of the Operating Manual available on our website. 1.2 Exclusivity You agree not to enter into an agreement or arrangement with anyone else regarding the acceptance of Cards and, if we rent Terminals to you, the rental of Terminals. 1.3 Fees, Fines and Other Charges You agree to pay us and/or the Bank: (a) all fees indicated in the Moneris Card Acceptance Form (plus applicable taxes), including without limitation, MDR (if your total monthly MDR fees do not meet a minimum threshold, you will be charged a monthly minimum MDR), Transaction fees, certification fees, Chargeback fees, Card Brand fees, an administration (set-up) fee, inactivity fees and deactivation fees; (b) (c) the amount of any Chargeback; any costs and fees incurred in connection with audits performed under this Agreement; (d) any fines, fees, assessments, costs (including without limitation operational and/or fraud reimbursement costs) and charges levied by the Card Brand; and (e) any other fees, costs and charges applicable to you for the services we provide and any other amounts which are otherwise payable under this Agreement.

5 Any and all amounts payable by you to us and/or the Bank under this Agreement constitutes a debt payable to us and/or the Bank for which we and/or the Bank may give instructions to your financial institution to debit your bank account without prior notice and you irrevocably authorize your financial institution to accept such instructions. In the event that any such debit cannot be processed, you will immediately pay us the amount of the debit together with applicable interest. In the event that a debit results in an overdraft in your bank account, you agree to pay us and/or the Bank the amount of the overdraft plus applicable interest immediately. 1.4 Your statements You agree to review your statements, and to tell us in writing within 30 days of receipt in the case of paper statements, or within 30 days of the Transaction date for electronic statements, about any problems, discrepancies, errors or concerns. If you fail to notify us of any problems, discrepancies, errors or concerns within this 30 day period, you agree that all items listed on the statements are correct and you release the Bank and us from any claim relating to any item listed and/or any item missing or suspected to be missing from your statements. If you do not receive a statement or if you are unable to view your Transaction activity electronically you agree to tell us immediately. 1.5 Confidentiality You acknowledge that Confidential Information may be disclosed to you during the term of this Agreement. You will not directly or indirectly use or disclose Confidential Information other than for the purposes set out in this Agreement including compliance with Card Brand Rules and Regulations. You agree that upon the termination of this Agreement you will return all Confidential Information to us. 1.6 Non-discrimination (a) You will not discriminate as to the conditions of a sale if a Card is presented as a form of payment nor will you discriminate against or discourage the use of any particular Card Brand unless you are permitted to do so under the Card Brand Rules and Regulations. (b) You agree to process Transactions for all Cardholders in a uniform manner. 1.7 Advertising You agree to display the promotional material we provide to advise the public that you accept Cards at your place of business, and, if applicable, on your website. 1.8 Exchanges, refunds and adjustments (a) You agree to follow a fair policy for exchanging, returning and adjusting the price of goods or services that were paid for with a Card, and to communicate this policy clearly to Cardholders. (b) If a purchase made using a Card is returned, a credit or refund must be issued to the Card by completing a Transaction Receipt and not in cash. If your business has a no refund or no exchange policy this must be clearly indicated on the Transaction Receipt. (c) You also agree to settle any claims or disputes relating to Transactions directly with Cardholders and to indemnify and compensate us and/or the Bank for claims made against us and/or the Bank by a Cardholder that arise from any Transaction covered by this Agreement. 1.9 Requests and Usage of Cardholder Data (a) You agree not to request additional identification or data from a Cardholder, unless it is reasonably necessary to complete the Transaction or if you reasonably find the circumstances of the Transaction questionable. (b) You agree not to use Cardholder data such as names, account numbers or other data embossed, encoded or appearing in any manner on a Card for any purpose other than in respect of the Transaction or as specifically required by law. You also agree not to disclose or remit Cardholder data appearing in any other manner on a Card or any document or form evidencing

6 such data to any third party other than us, the Bank or any other authorized party to the Transaction. You are not permitted to ask Cardholders to write Cardholder data on documents, where it is visible to anyone else Adherence to Data Security Standards/Card Brand Rules and Regulations/Operating Manual, Protection of Cardholder Data, Third Party Services, Indemnity (a) You will adhere to the Card Brand Rules and Regulations, Data Security Standards and the Operating Manual and you are responsible for complying with all applicable laws related to Cardholder and Transaction information. You agree to provide us with information from time to time for the purposes of evidencing that you are compliant with the Data Security Standards and all other Card Brand Rules and Regulations. It is your responsibility to ensure that you obtain and are in compliance with both the most recent version of the Data Security Standards which is available at and Card Brand Rules and Regulations which are available at the Card Brand website. (b) You are not permitted to use a Third Party Service or change your Third Party Service unless you receive our prior written consent. If you use a Third Party Service, you are responsible for ensuring that the Third Party Service adheres to the Card Brand Rules and Regulations, Data Security Standards and the Operating Manual. You agree to provide us with information from time to time for the purposes of evidencing that the Third Party Service is compliant with the Card Brand Rules and Regulations, Data Security Standards and the Operating Manual. It is not our obligation to ensure that your Third Party Service is compliant with the Card Brand Rules and Regulations, Data Security Standards and/or the Operating Manual nor is it our obligation to notify you if your Third Party Service is not compliant with any such rules. (c) You agree to assist us with the investigation of any suspicious activity, including, without limitation, suspected, potential or actual fraud, security compromises or Card skimming incidents involving Cardholder data or Transaction information including permitting us, the Bank, the Card Brand and/or any third party authorized by us, the Bank or the Card Brand to inspect your premises, computers and all equipment and software used in connection with the processing, transmission or storage of Cardholder data or Transaction information. (d) You must inform us immediately if you and/or your Third Party Service has suffered or you suspect you and/or your Third Party Service has suffered a security breach or security compromise involving Cardholder data or Transaction information. You authorize an audit by a security firm approved by us, the Bank and/or the Card Brand if we, the Bank or the Card Brand require the audit. You agree to implement all recommendations set forth by the audit. You are responsible for payment of all costs and fees related to the audit and the implementation of any recommendations. (e) If you or your Third Party Service fails to comply with the Data Security Standards and any other Card Brand Rules and Regulations, and due to your or your Third Party Service s non - compliance, any fines, fees, assessments, costs (including without limitation operational and/or fraud reimbursement costs) and/or charges are levied or imposed by the Card Brand on us and/or the Bank, the amount of any such fines, fees, assessments, costs and/or charges will be a charge payable by you to us and/or the Bank under this Agreement. Neither us nor the Bank make the determination as to when the Card Brand will issue fines, fees, assessments, costs and/or charges or the quantum thereof. You acknowledge the foregoing and you agree to promptly pay the quantum of any fines, fees, assessments, costs (including without limitation operational and/or fraud reimbursement costs) and/or charges communicated by us and/or the Bank to you. You acknowledge that neither we nor the Bank have any obligation to provide you with any information from the Card Brand detailing the calculation of any such fines, fees, assessments, costs and/or charges. (f) Without limiting the foregoing, and for greater certainty, you agree to indemnify us and/or the Bank and our respective affiliates, officers, directors, employees and agents from any

7 claims, suits, damages, losses, costs, expenses, fees (including legal fees), fines, assessments and charges, whether direct, indirect, consequential or levied by the Card Brand due to or in any way arising out of you processing Transactions under this Agreement and/or the provision of services by us and/or the Bank under this Agreement Privacy (a) The parties to this Agreement acknowledge that certain information collected, used and disclosed pursuant to this Agreement may constitute personal information pursuant to the Personal Information Protection and Electronic Documents Act (Canada), as amended and other applicable laws. The parties agree that any such information will be collected, used and disclosed in accordance with applicable laws and will only be used and disclosed in connection with the services provided hereunder. (b) Each person whose information appears on the Moneris Card Acceptance Form authorizes us and the Bank to use the personal information to respond to any application for our services, to provide our services, as well as in the following ways: 1. to determine that person s financial situation by collecting credit and related financial information from our affiliates, strategic partners, credit agencies, other financial institutions and from references provided by that person; 2. to facilitate the provision of our services by sharing that person s information with our third party service providers, Card Issuers, Card Brands, credit agencies and similar parties connected to Card services; 3. to investigate potentially fraudulent or questionable activities regarding bank account(s) or the use of our services; 4. for reporting purposes under Card Brand Rules and Regulations and to Card Issuer financial institutions or other Card related entities; 5. to offer related products and services that might be beneficial to you; and 6. in the course of an actual or potential sale, reorganization, consolidation, merger or amalgamation of our business. In addition we may also collect, use and disclose personal information when required or permitted by law Providing Information to us (a) You agree to provide us with financial statements or any other documents that we may reasonably require to ensure that we are comfortable providing you with the services under this Agreement. (b) If we are of the view that your financial situation has deteriorated, you will provide us with any information that we reasonably request in an acceptable form, provide us with collateral and/or establish a reserve to secure the performance of your obligations under this Agreement.

8 (c) You also agree that you will co-operate with us and provide us with information we request regarding your business, including employee shift logs to assist in any suspected fraud related investigation. We may be required to inform the Card Brand or other relevant party of your name and the name of your principals if this Agreement is terminated, which could affect your ability to obtain Card processing services in the future. (d) Upon request you agree to provide us with any documents relating to suppliers from whom you purchase goods and services Security interest and reserve (a) You grant us and the Bank a security interest (and, for the purposes of the laws of the Province of Quebec, a hypothec to the extent of the sum of $1 million) in any Purchased Terminals, any reserve, any holdbacks and your bank accounts to secure any and all amounts owed to us and/or the Bank by you under this Agreement. We and the Bank have the right to set off any amounts owed to us and the Bank by you, whether under this Agreement or otherwise, from any amounts that we or the Bank owe you. You agree to reimburse us and the Bank for any and all costs associated with the registration of the security interest in any applicable jurisdiction. You acknowledge receipt of a true copy of this Agreement and waive, to the extent permitted by applicable laws, all rights to receive copies of financing statements, financing change statements, verification statements or copies of other notices or filings made by us at any time in connection with any security interest. (b) You authorize us and the Bank to instruct any financial institution holding Transaction proceeds to transfer funds from your bank account to us. You also agree that the financial institution is unconditionally authorized to act upon our instructions without further confirmation or authorization from you. You will hold harmless and indemnify any financial institution for any claims or losses that they may suffer as a result of honouring our withdrawal requests pursuant to your authorization under this Agreement. (c) You will establish a reserve for an amount owing to you by the Bank and make payments to us as agent for the Bank for that purpose in such amounts as are necessary to create and maintain the minimum balance as specified by us. You agree, as an irrevocable direction to us and the Bank, that we may also create or maintain the specified balance of the reserve with deductions from Card Transaction proceeds or other payments or credits due to you and/or we or the Bank may give instructions to your financial institution to debit your bank accounts without prior notice and you irrevocably authorize your financial institution to accept such instructions. The repayment to you of any balance of the reserve is subject to the terms and conditions of this Agreement and you are entitled to repayment only from the Bank. You are not entitled to repayment of any balance of a reserve until you have no further outstanding, anticipated or potential indebtedness and/or other obligations, to either us or the Bank under this Agreement and/or under any separate guarantee. Your entitlement is only to be repaid any balance of the reserve remaining after the full and permanent satisfaction of all such indebtedness and obligations. You agree that, to be valid, any request for repayment of any balance of the reserve must be made to us as agent for the Bank. You acknowledge that any reserve and/or holdback under this Agreement are simple debts and do not involve or create any trust, custodial, agency, liability to segregate or other similar obligations on the part of the Bank or us Non-Waiver of Rights and Enforcing this Agreement You agree that our conduct, actions or failure to enforce any of the terms and conditions of this Agreement does not waive any of our rights under this Agreement or change your obligations under this Agreement Limitation of Liability/Indemnity (a) We and the Bank are not responsible for claims, losses, costs, exemplary, punitive,

9 special, incidental, direct, indirect or consequential damages, lost profits, lost revenues, lost business opportunities, loss of goodwill or expenses caused by a delay or failure to perform the services described in this Agreement or by your use of the services described in this Agreement, regardless of whether such damages were foreseeable or whether we were advised of the possibility of such damages. (b) You will indemnify and hold us and the Bank harmless from and against any and all claims, suits, damages, losses, costs, expenses, fees (including legal fees), fines, assessments and charges, whether direct, indirect, consequential or levied by the Card Brand due to or in any way arising out of you processing Transactions under this Agreement and/or the provision of services by us and/or the Bank under this Agreement Terminals (a) You are responsible for any loss, theft or damage to any Terminal. You agree to provide timely access to us to allow us to inspect any Terminal that is connected to our network to verify the integrity of the associated software, firmware and/or hardware and make necessary repairs or changes. We may, at your expense, take reasonable steps to ensure that your Terminals meet our standards and specifications. (b) You will secure and protect each Terminal in a prudent manner and follow the written procedures we provide you concerning Terminal care and operation. You agree to reimburse us for any loss, theft, damage or expense we incur in respect of the Terminals (excluding normal wear and tear). (c) Upon our request, you agree to provide us information on the location of all of your Terminals Communications You will make arrangements and order the communication facilities needed to link each Terminal with our network(s) and pay all associated costs. If you require assistance with these arrangements, and we are able to assist you, you authorize us to make the necessary arrangements with the third party communications provider, subject to the following: (a) you are responsible for all aspects of compatibility, installation, operation, security and systems integration and any and all payments due and owing to third party communications providers; (b) we will have no liability to you for any losses whatsoever that you suffer due to the failure or disruption of communications service and/or support; (c) you agree to indemnify us for any and all payments we may make to any third party communications providers on your behalf; (d) you are not a third party beneficiary of any agreement between us and a third party communications provider; and (e) you agree to follow the policies of the communications provider Term The Initial Term of this Agreement will commence on the date you accept the terms and conditions and will automatically renew for successive Renewal Terms unless any party to this Agreement provides 90 days notice to the other parties of its intention not to renew prior to the

10 expiry of the Initial Term or any Renewal Term, such cancellation to be effective at the end of the Initial Term or any Renewal Term, as the case may be Changing this Agreement/Entire Agreement (a) We can change this Agreement if we tell you about the change in writing at least 30 days before it is scheduled to take place provided that, where applicable, we will provide the minimum notice required by the Card Brand Rules and Regulations and/or applicable laws. (b) This Agreement replaces all previous agreements, arrangements and understandings between you, us and/or the Bank concerning the services we provide Assigning this Agreement You cannot assign all or part of this Agreement without our prior written approval. However, we, or the Bank can assign any of our rights and obligations under this Agreement by telling you about the assignment in writing. This Agreement binds you, your successors and your permitted assigns Changes in your business and association membership (a) It is your responsibility to tell us immediately of any changes to the information you have previously provided to us, including but not limited to any changes: in your contact information; the nature of your business; or the way you do business. Failure to do so is a default under this Agreement. (b) It is also your responsibility to tell us if you are a member of an association recognized by us, and you acknowledge that you are not entitled to the benefits of association members unless and until you do so Default under this Agreement (a) If you default, or if we reasonably suspect you have defaulted, we may immediately and without prior notice: suspend your rights under this Agreement or end it; freeze any of your bank accounts from any financial institution, wherever located and take possession of any funds contained in such frozen bank accounts (and you agree that we or the Bank may give instructions to your financial institution to freeze your bank accounts and take possession of any funds contained therein without prior notice (and you irrevocably authorize your financial institution to accept such instructions)); for us and in our capacity as agent for the Bank, create a holdback in an amount sufficient to allow us and the Bank to settle any actual, potential or anticipated MDR, fees, Chargebacks, fines, assessments, costs (including without limitation operational and/or fraud reimbursement costs), charges and/or any other amounts which are payable or may become payable pursuant to this Agreement. If the holdback is insufficient to cover such amounts, you agree to pay the deficiency immediately. The obligation to pay any deficiency survives the termination of this Agreement; and/or take other steps we consider necessary. (b) Default occurs when: you make a representation in this Agreement or your Moneris Card Acceptance Form that is incorrect in any way; you participate in the processing of Transactions that you know or ought to have known to be fraudulent, Prohibited Transactions or otherwise unauthorized transactions; you do not observe or act according to the terms and conditions of this Agreement; you do not create and maintain the specified minimum balance of a reserve and you fail to correct that default within three (3) days after we send you notice to do so; you do not deliver the required amount of collateral within the timeframe requested by us;

11 you start bankruptcy or insolvency proceedings, or do something that would allow a third party to petition you into bankruptcy or insolvency proceedings; or the continued provision of services to you would pose a level of risk and/or exposure to us (including, without limitation, credit, operational, reputational, financial, technological, security and/or fraud risk or exposure) that we consider in our sole discretion, to be unacceptable Cancelling this Agreement We or the Bank can cancel this Agreement at any time by giving you written notice. We or the Bank can cancel this Agreement without notice if you have not used the services provided hereunder for a period of six (6) months. If this Agreement ends for any reason: you remain responsible for paying any amounts you owe us and/or the Bank pursuant to this Agreement; the terms and conditions will remain in effect for any Transactions delivered to us before the cancellation date; your rights to use advertising, displays, Transaction Receipts and other items associated with Transactions will end; your rights to process Transactions, as outlined in this Agreement will end; and at your expense, you will return all Rental Terminals, imprinters and any other equipment which you have rented from us, in the same condition they were in when you received them except for normal wear and tear. If any such items are not returned or are returned in unacceptable condition, we will charge you for the cost of replacement. Upon notice of termination by any party under this Agreement, the Bank will continue to settle funds owing to you under this Agreement less a holdback equal to any actual, potential or anticipated MDR, fees, Chargebacks, fines, assessments, costs (including without limitation operational and fraud reimbursement costs), charges and/or other amounts which are payable to us and/or the Bank or may become payable by you to us and/or the Bank pursuant to this Agreement after its cancellation and/or termination. You are not entitled to repayment of any balance of a holdback until you have no further outstanding, anticipated or potential indebtedness and/or other obligations, to either us or the Bank under this Agreement and/or under any separate guarantee. If the holdback is insufficient to cover such amounts, you agree to pay any deficiency (plus applicable interest) promptly on demand. The obligation to pay any deficiency survives the termination of this Agreement Providing notice Any notice given under this Agreement, either by you or by us, will be sent by regular mail, by electronic means (including posting a notice online and/or to your address), prepaid registered mail or fax. Notice shall be given to us and the Bank at: Moneris Solutions Corporation/Bank of Montreal/Royal Bank of Canada PO Box 219, Station D Toronto, Ontario M6P 3J8 Fax number: (416) Notice will be given to you at the address shown in our records For residents of Quebec It is agreed that it is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. Il est la volonté expresse des parties que cette convention et tous les documents s'y rattachant soient rédigés en anglais Governing law

12 This Agreement will be governed and interpreted in accordance with the laws of the Province of Ontario. B. Moneris VISA Merchant Agreement, Moneris MasterCard Merchant Agreement, Moneris Discover Merchant Agreement Moneris UnionPay International Merchant Agreement and Moneris American Express Merchant Agreement Terms and Conditions The following Terms and Conditions apply to you if you are a party to the Moneris VISA Merchant Agreement, the Moneris MasterCard Merchant Agreement, the Moneris Discover Merchant Agreement, the Moneris UnionPay International Merchant Agreement and/or the Moneris American Express Merchant Agreement. You agree that, in addition to the terms and conditions set out herein, you are bound by and will comply with our policies and procedures regarding Card processing services including the Operating Manual, any user manual and/or any other communication that we provide to you from time to time. 1.1 Financial Accommodation You acknowledge that any payment made or credit given to you as settlement for a Transaction is an advance of funds, until the Transaction is not capable of being subject in whole or in part to a Chargeback or other adjustment. 2.1 Processing your Transactions (a) How to process Transactions To process Transactions, you agree to: ensure that the Card is presented; ensure the Terminal is set to process Transactions and is not otherwise in a different mode (i.e. training mode); not sell merchandise or services for a cost to the Cardholder in excess of your ticketed or posted price; examine the Card to ensure that: (i) the current date is within the valid dates or before the expiration date; and (ii) If there is a signature panel on the back of the Card, the Cardholder has signed it. If the signature panel is not signed, ask the Cardholder to sign it in your presence and provide you with two pieces of identification, one with a photograph and verify the Cardholder s identity; include the total amount due for each Transaction on a single Transaction Receipt unless: (i) the Cardholder pays the balance of the amount due by another means at the time of the Transaction; or (ii) all or a portion of the goods or services will be delivered or provided at a later date. In this case, use two Transaction Receipts: The first Transaction Receipt will be issued for the amount of a deposit, and should be clearly marked deposit ; and the second Transaction Receipt will be completed to indicate payment of the balance owing by clearly marking balance when the goods are delivered or the service is provided. use your Terminal to read the information contained in the Card in accordance with the instructions in the Operating Manual;

13 obtain an Authorization Number; an Authorization Number may be improperly obtained if you withhold any information or you do something or fail to do something that could influence the Card Issuer s decision to issue it. Examples are: (i) there is any reasonable cause to suspect that the Card has been stolen, is counterfeit or has been altered in any way or you have otherwise been made aware that the Card is subject to a warning; (ii) the circumstances of the Transaction are unusual or suspicious (i.e. an unusually high Transaction amount or a request for the delivery of goods to a destination where you typically do not conduct business); and/or (iii) a questionable signature on the Transaction Receipt. discontinue the Transaction if you get a decline response when you request an Authorization from any source; ensure that the numbers displayed on your Terminal and printed on the Transaction Receipt, match the numbers on the Card; telephone us for instructions before returning the Card to the Cardholder if you have been made aware that a Card presented to you is subject to a fraud warning; watch the Cardholder either sign the Transaction Receipt or enter a PIN; if applicable, compare the signature with the signature on the Card and if the two signatures don t match telephone us for instructions before returning the Card to the Cardholder; and give the Cardholder a copy of the Transaction Receipt and keep the original; the Transaction Receipt must include the amount of the Transaction, whether the Transaction was approved or declined by the Card Issuer and any other information that we or the Card Brand may require from time to time. (ii) It is your responsibility to follow the instructions displayed on your Terminal and as provided in the Operating Manual and you acknowledge that you are responsible for all Transactions processed through your Terminal. (b) Processing Remote Transactions Certain exceptions to section 2.1(a) apply to Remote Transactions as noted in this Section 2.1(b): (i) You agree not to accept Remote Transactions unless you receive our prior written approval. (ii) When processing a Remote Transaction, you agree to disclose clearly to the Cardholder that you are the merchant of record and are responsible for Transactions, products and services, customer service, dispute resolution and all terms and conditions of sale. (iii) You agree to comply with applicable laws, and rules and regulations in respect of E- commerce and other Remote Transactions. (iv) For Remote Transactions, you may complete the Transaction Receipt without a signature or Card imprint. You agree to identify Remote Transactions in all Electronic Transaction Records in the manner we identify to you from time to time. (v) If a Card used for a Remote Transaction or other pre- authorized Transaction is rejected or if the Card Issuer cancels a pre-authorization, you are not permitted to accept the Card as a form of payment and agree not to deliver the goods or services, unless you negotiate a different form of payment for the goods or services. All Remote Transactions are subject to a Chargeback if the Cardholder disputes the charge. (c) E-commerce If you conduct E-commerce, you must ensure and be able to demonstrate to us, that you and your Third Party Service meet the minimum encryption level standards for gathering and

14 transmitting Cardholder data such as industry standard Secure Sockets Layer (SSL) and any other security standards we or the Card Brand require you to meet from time to time, such as 3-D Secure and/or Secure Code. If you or your Third Party Service stores Cardholder data within your systems or facilities you agree that the Cardholder data you store is protected in the manner and at the level required by the Card Brand or higher. In addition, if you conduct E- commerce, you must display your consumer data privacy policy, information regarding the security capabilities and the address of your principal place of business on your website. (d) Downtime Processing In the event of a Time Out or if we tell you the Authorization System is down, you agree to follow the procedures in the Operating Manual and take the following steps: telephone us to obtain an Authorization Number for all Transaction amounts; take an imprint of the Card and ensure the Transaction Receipt contains the following information: the total value of the Transaction; your merchant number; the Authorization Number; the Cardholder s signature; and the date of the Transaction. after manually completing the Transaction Receipt you must also: write proof copy on the Transaction Receipt; and manually enter the Transaction information including the Authorization Number provided into your Terminal. 2.2 What each Transaction Receipt represents (a) You agree that each Transaction Receipt and the Transaction it supports will: be a legitimate Transaction in the ordinary course of your business, for the total value of the sale; not involve a cash advance; not include Transactions other than those described on the Transaction Receipt; comply with the terms of this Agreement and with all applicable laws, procedures and instructions; be enforceable and allow the value of the Transaction Receipt to be collected from the Cardholder; not be a Prohibited Transaction; and not cover an existing debt or a dishonoured cheque. (b) You agree to indemnify us and the Bank for all claims made against us and/or the Bank by a Cardholder, Card Issuer or Card Brand that arise, or are alleged to arise from any Transaction in which you are involved. 3.1 Reimbursement for your Transactions You agree to seek reimbursement for the Transactions you process only from the Bank. You agree not to request or accept reimbursement from any other source for Transactions that you have delivered to us and that we have not rejected or returned to you. 3.2 Processing your Electronic Transaction Records You agree to deliver your Electronic Transaction Records as follows and within three days of the Transaction date:

15 (a) If you deliver Electronic Transaction Records to us through Draft Capture, you will deliver records to us using our Draft Capture service and not by any other means. (b) If you deliver Electronic Transaction Records through a Third Party Service, you agree to ensure that your Third Party Service complies with the standards that we provide from time to time, Card Brand Rules and Regulations and the standards otherwise set forth in this Agreement. You acknowledge and agree that you are liable for any losses or damages we and/or the Bank suffer relating to Transactions handled by your Third Party Service. (c) If you deliver Electronic Transaction Records to us by electronic file, you agree to: 1. follow our procedures with respect to electronic files; 2. use the access codes, passwords and other identifiers we provide and take all necessary steps to guard against their theft, loss or fraudulent use; 3. allow only authorized persons to use your access codes, passwords and other identifiers we provide. Anyone using your access codes, passwords and other identifiers will be considered to have your authorization; and 4. tell us immediately about any actual or suspected loss, theft or unauthorized access or use of your codes, passwords and identifiers. 3.3 Settlement and Adjustments (a) You are required to maintain a bank account in respect of this Agreement with a Canadian financial institution. (b) The Bank will use commercially reasonable efforts to settle with you by crediting your bank account with an amount equal to the value of the Transactions you present to us for settlement within two (2) Business Days of when we receive your Electronic Transaction Records. The Bank reserves the right in its sole discretion to modify the terms of settlement and to reduce the settlement amount by the amount of any Transactions that we and/or the Bank reject. (c) You agree that we or the Bank may give instructions to your financial institution to debit your bank account without prior notice (and you irrevocably authorize your financial institution to accept such instructions) or set off from the value of your Transactions or your bank account, the amount of any MDR, fees, fines, assessments, costs (including without limitation operational and fraud reimbursement costs), charges, adjustments, Chargebacks, Transaction Receipts issued by you, other credits or debits described in this Agreement, any applicable taxes and/or any other amounts which are payable or may become payable by you to us and/or the Bank pursuant to this Agreement. In the event that any such debit cannot be processed, you will immediately pay us the amount of the debit together with applicable interest. (d) If your bank account is at a financial institution other than RBC or BMO, the Bank will use reasonable commercial efforts to settle with you by crediting to that other financial institution an amount equal to the value of the Transactions you present to us for settlement within two (2) Business Days of when we receive your Electronic Transaction Records. The Bank reserves the right to modify the terms of settlement to that other financial institution. You acknowledge that it is the responsibility of that other financial institution to credit your account after receiving the Bank s electronic transfer of funds. You are responsible for payment of any fees charged for accepting these deposits or for processing any other credits or debits described in this Agreement 4.1 Chargebacks (a) We do not decide which Transactions are charged back and we do not control the outcome of a Chargeback request. You must respond to our request for information regarding a Chargeback within ten days of our request so that we can facilitate a request to reverse a Chargeback from the Card Issuer. Otherwise, you agree that you release the Bank and us from any claim relating to those Chargebacks or refusals to credit your account. From time to time a