1 Merchant Services Agreement This Agreement is a legal agreement between you ( you, your ) and SafePay Network Inc. ( SafePay ) which provides the terms and conditions under which you may use SafePay s services and technologies. 1. SafePay Registration You agree to open an account with SafePay at and register your personal and commercial information. SafePay s registration process will ask you for information including your business name and other commercial information. You will be required to provide accurate and complete information in response to our questions. You will be responsible for keeping the information you provide up to date. SafePay reserves the right to suspend or terminate the account of any user who provides inaccurate, untrue or incomplete information or who fails to comply with the account registration requirements. For the registration of your account, SafePay will require that you provide: i. The name of your registered business; ii. The address of your registered business; iii. The registered URL for your commercial website; iv. Your primary business address; v. The name of your Payment Processor; vi. Up to the last 4 digits of your merchant account with your payment processor vii. Your merchant type definition as outline on the Sign-up page for Online Retailers You will implement and adhere to the Technical and Business Requirements listed out on Schedule I. 2. Availability of Services SafePay is not responsible for any limitations of the network provided by your or your customer s network provider. In the event that your or your customer s network provider fails to deliver any communication to SafePay or a provider in a timely fashion, due to, but not limited to, mobile, cable and or Wi-Fi network failure or non-compatibility of our phone model, you acknowledge
2 3. Restricted Use 4. Billing and Fees and agree that SafePay shall not be held liable for any loss or damage. You may use SafePay technologies only to the extent that you obey all laws, rules and regulations applicable to you and your use of SafePay technologies. You agree to pay SafePay on an annual fee basis, in the amounts set forth on the fee schedule appended hereto as Schedule II. 5. Dealing with Transactions 6. Security In connection with any transaction (i) in the event that you receive a client indicator code stating CEASE you agree to terminate the contemplated transaction immediately; (ii) in the event that you receive a client indicator code stating PROCEED you agree to complete the transaction forthwith; (iii) in the event that you receive a client indicator code stating TIMED OUT you will have the discretion to either continue with the transaction or cease and terminate the transaction; and (iv) in the event you receive a client indicator code stating UNKNOWN USER you will have the discretion to either continue with the transaction or cease and terminate the transaction. We have implemented technical and organizational measures designed to secure your commercial information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your commercial information for improper purposes. You acknowledge that you provide your commercial information at your own risk, and that SafePay will not be held liable for any losses or damages incurred. 7. Your right to terminate You may terminate this Agreement at any time by closing your account with SafePay and ceasing to use SafePay s technologies. You may deactivate your account by accessing your SafePay account on 8. Suspension or termination by SafePay SafePay reserves the right to terminate this Agreement with you and your account for any reason or no reason at any time upon
3 notice to you. SafePay may also suspend or terminate your access to your SafePay account if: (i) (ii) (iii) (iv) You have violated the terms of this Agreement or any other agreement you have with SafePay or any of SafePay s policies; You pose an unacceptable credit or fraud risk to us; You provide any false, incomplete, inaccurate or misleading information or otherwise engage in fraudulent or illegal conduct; or Somebody else who is attempting to access your account, and or somebody else presents your account and commercial credentials in attempts to open an account.. 9. Effect of termination If your SafePay account is terminated by SafePay, SafePay will not be held liable to you for compensation, reimbursement, or damages in connection with your use of SafePay technologies or loss of your SafePay account information and data. You agree to destroy all property, materials and software belonging to SafePay. You agree to provide SafePay with a written confirmation within fifteen (15) business days, confirming that all SafePay property, materials and software has been safely destroyed and erased from your computer and network systems, following a termination of your account. 10. Cancellation & Refund You have the right to cancel and terminate your agreement and services with SafePay at anytime. You agree to give SafePay sixty (60) days notice for the cancellation and termination of your account to take effect. You also acknowledge, understand and agree that all information and data on your SafePay account will be erased and that SafePay will not be held liable to you for compensation, reimbursement, or damages in connection with your use of SafePay technologies or loss of your SafePay account information and data. SafePay will not refund you for any amounts owing from the time of cancellation to your following anniversary (renewal) date. SafePay will cease collecting fees from your credit card associated with your SafePay account. You also agree to destroy all property, materials and software belonging to SafePay. You agree to provide SafePay with a written confirmation within fifteen (15) business days, confirming that all SafePay property, materials and software has been safely destroyed and erased from your computer and network systems, following a termination of your account.
4 11. Indemnity You will indemnify, defend and hold SafePay harmless (and SafePay s respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including without limitation attorneys fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of SafePay s policies; (b) your wrongful or improper use of SafePay technologies; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of Canada or any other country; (e) any other party s access and/or use of your SafePay account with your unique username, password or other appropriate security code. 12. Representations and Warranties 13. Limitation of Liability You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use SafePay technologies and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered your account is your legal name or the legal registered name of your business; (d) all transactions and purchase orders that you accept will comply with all federal, provincial and local laws and regulations applicable to you; (e) you will not use SafePay technologies directly or indirectly for any fraudulent undertaking or in any manner so as to interfere with the operation of SafePay; and (f) your use of SafePay technologies will be in compliance with this Agreement. SafePay, nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any losses or damages resulting from the hacking, tampering or other unauthorized access or use of SafePay technologies, your SafePay account or the information contained therein. SafePay, nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any damages or losses incurred as a result of: (i) errors, mistakes or inaccuracies of content; (ii) personal and (or) commercial injury or property damage of any nature whatsoever, resulting from your access to or use of SafePay technologies; (iii) any unauthorized access to or use of our secure servers and/or any and all personal and (or)
5 14. Disputes 15. Arbitration 16. Governing Law 17. Non-Competes commercial information stored therein; or (iv) any interruption or cessation of transmission to or from SafePay. If a dispute of any kind arises you agree to enter into bilateral negotiations to resolve the dispute. If the dispute is not resolved then you agree to an informal and inexpensive dispute resolution process through arbitration. You and SafePay agree to arbitrate all disputes which are not resolved through bilateral negotiations. This Agreement and any dispute between you and SafePay will be governed by the laws of the province of Ontario and the laws of Canada applicable therein. You agree that you will not attempt to use any aspect of SafePay's technologies or intellectual properties to compete against SafePay's business interests. You further agree that you will not attempt to decipher, hack, reverse-engineer or modify any of SafePay's technologies. 18. Amendments 19. Assignment SafePay has the right at any time to change or modify the terms and conditions contained in this Agreement and to change, delete, discontinue or impose conditions on any feature or aspect of SafePay technologies upon notice thereof to you which notice may be given by any means including, without limitation, posting on the SafePay website, or by electronic or conventional mail, or by any other means. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SafePay without restriction.
6 Schedule I Technical and Business Requirements 1) SafePay has created and provided a PHP based Plug-in (the "Plug-in") to assist you in integrating SafePay's technologies into your PHP based online shopping carts. You agree to use the Plug-in to integrate SafePay's technologies into your PHP based online shopping carts. Please refer to the SafePay Merchant Integration Guide for full instructions, once you have accepted the Merchant Services Agreement. SafePay will make further Plug-ins available for all other non-php based shopping carts. The announcements of these new Plug-ins will be made on the SafePay website. 2) You agree to place the SafePay shopping cart logo, as provided to you by SafePay in an SDK file, on the payment page or payment section of your online shopping cart in close proximity to either (i) the logos of the major credit card or (ii) next to the drop down menu where the names of the major credit card names are listed. This logo will remain for the entire duration of your relationship with SafePay. 3) You agree to host a SafePay hyperlink badge on your business website, on either (i) the home page or (ii) the post-transaction confirmation webpage. The SafePay hyperlink badge, with dimensional size of two hundred (200) pixels width by one hundred (100) pixels height, will contain the SafePay logo, tagline and marketing copy and a hyperlink to SafePay s website (www.usesafepay.com) allowing customers to sign-up, either before or after the online shopping session. 4) If you are a merchant who processes over five hundred thousand (500,000) credit card transactions per year, you agree, in addition to hosting a SafePay hyperlink badge (as described above), to distribute a co-branded campaign, with SafePay, to non-safepay registered cardholders within your existing customer base at least once every three (3) months of the calendar year amounting to an aggregate of four (4) times per calendar year. The campaign will be managed by you, distributed by you and will originate from your business URL domain ( address), and will contain a hyperlink to SafePay s website (www.usesafepay.com), and marketing copy that will be approved and signed by both executive officers of your company and SafePay.
7 Schedule II Fee Schedule 1. Initial Fee & Schedule: You will be billed in accordance to the product you selected and the corresponding fee and schedule, on the day of registering your SafePay account. Please refer to the pricing page on for complete details. 2. Annual Fee Schedule: Please refer to the pricing page on for complete details. 3. Recurring Annual Fees: Following the first year anniversary of your account registration with SafePay, SafePay will start charging you annual fees, on a recurring billing schedule, in accordance with the overall volume of online transactions your business generates. Fee schedules will be determined as outlined on the pricing page, on SafePay s website. You will be billed on the anniversary date of your registration with SafePay and you will be required to pay the full amount of your annual fees within thirty (30) days of such anniversary date. If you do not pay the full amount of the annual fee within thirty (30) days of your anniversary date, your account will be suspended and you will no longer be able to use SafePay s services. Please refer to the pricing page on for complete details. 4. Verification Fees: Upon registering your new account with SafePay, SafePay will waive all Verification Fees for the first twelve (12) months. Following the anniversary of your account registration date, SafePay will commence charging you Verification Fees for each Verification Request generated on your behalf, via the SafePay Network. Verifications Fees will be charged in addition to the annual fee charges.
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