Merchant Services. Merchant Processing Program Guide

Transcription

1 Merchant Services Merchant Processing Program Guide

2 Preface Thank you for selecting us for your payment processing needs. Accepting Credit and Debit Cards provides a convenience to your customers, increases your customers ability to spend at your establishment, and helps speed payment to your account. Credit and Debit Cards present risks of loss and non-payment that are different than those with other payment systems. In deciding to accept Credit and Debit Cards, you should be aware that you are also accepting these risks. The majority of this Program Guide presents terms governing the acceptance of MasterCard and Visa Credit Card payments. The Program Guide also includes a separate section containing provisions related to the acceptance of Interac Direct Payment transactions. MasterCard International Incorporated ( MasterCard ) and Visa Canada ( Visa ) are associations of financial institutions that electronically exchange Sales Drafts and Chargebacks for credits and debits. (We will refer to both MasterCard and Visa as Associations ). Sales Drafts are electronically transferred from financial institutions that acquire them from merchants such as yourself (these financial institutions are referred to as Acquirers ) through the Association, to the financial institution that issued the Cardholder s Credit Card (these financial institutions are referred to as Issuers ). The Issuers then bill their Cardholders for the transactions. The Association charges the Acquirers interchange fees and assessments for submitting transactions into its systems. A substantial portion of the Merchant Discount Rate or Transaction Fees that you pay will go toward these fees and assessments. In order to speed up the payment process, the Issuer transfers the funds back through the Association to the Acquirer at approximately the same time that the Issuer receives the electronic Sales Drafts. Even though the payments under this system are made simultaneously, all payments made through the Association are conditional and subject to reversals and adjustments. The Associations have developed rules and regulations (the Association Rules ) that govern their member financial institutions in the procedures, responsibilities and allocation of risk for this process. The Association Rules and applicable laws give Cardholders and Issuers certain rights to dispute transactions, long after payment has been made to the merchant. These disputed transactions are referred to as Chargebacks. We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback. While an attempt can be made to reverse a Chargeback to the Issuer, the Chargeback can be reversed only if the Issuer agrees to accept it or the Association requires the Issuer to do so after a formal appeal process. Sometimes, your customer may be able to successfully charge back a Credit Card transaction even though you have provided your goods or services and are otherwise legally entitled to payment from your customer. While you may still be able to pursue claims directly against that customer, neither we nor the Issuer will participate in, provide information about the customer, or be responsible for such transactions. You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing. This Program Guide, together with your Merchant Processing Application ( MPA ) and the Schedules, Exhibits and Annexes thereto and if applicable, the Equipment Agreement contained herein (collectively, the Merchant Agreement ), contains the terms and conditions under which we will provide services for Credit Card and Debit Card transactions. We will not accept any alterations or strike-outs to the Merchant Agreement. Please read this booklet completely as it contains important information. CSI1003

3 Program Guide Table of Contents General Terms 1. SERVICES OPERATING PROCEDURES; ASSOCIATION RULES CURRENT ACCOUNT SETTLEMENT OF CARD TRANSACTIONS FEES; ADJUSTMENTS; COLLECTION OF AMOUNTS DUE CHARGEBACKS REPRESENTATIONS, WARRANTIES; LIMITATIONS ON LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGE CONFIDENTIALITY ASSIGNMENTS TERM; EVENTS OF DEFAULT RESERVE ACCOUNT; SECURITY INTEREST FINANCIAL AND OTHER INFORMATION INDEMNIFICATION SPECIAL PROVISIONS FOR DEBIT: INTERAC DIRECT PAYMENT TERMS OF EQUIPMENT PURCHASE OR RENTAL CHOICE OF LAW; VENUE, WAIVER OF JURY TRIAL OTHER TERMS ADDITIONAL IMPORTANT INFORMATION Pre-Authorized Payment Plan Automatic Debit Program Additional Fees and Early Termination Addresses For Notices Complaints DEFINITIONS Exhibit A Equipment Lease Agreement Exhibit B Operating Procedures MASTERCARD AND VISA ACCEPTANCE Card Descriptions Effective/Expiration Dates Valid Signature Users Other Than Cardholders Special Terms Delayed Delivery or Deposit Balance Recurring Transaction and Preauthorized Order Regulations Honouring Cards Deposits of Principals Displays and Advertising Cash Payments by and Cash Disbursements to Cardholders SUSPECT TRANSACTIONS COMPLETION OF SALES DRAFTS/CREDIT DRAFTS Information Required Mail/Telephone/Internet (Ecommerce) Orders Customer Service Telephone Numbers ACCOUNT INFORMATION SECURITY PROGRAM AUTHORIZATIONS Authorization Only via Telephone (Voice/VRU Authorizations) Electronic Data Capture via Touch Tone Phone (IVR) Authorization via Electronic Devices Third Party Authorization System Automated Dispensing Machines Pre-Authorization for T&E (Travel & Entertainment) and Restaurant Merchants SUBMISSION/DEPOSIT OF BATCHES Submission of Sales for Merchants Other Than Your Business Timeliness SETTLEMENT REFUNDS/EXCHANGES (CREDITS) Refunds Exchanges RETENTION OF RECORDS FOR RETRIEVALS AND CHARGEBACKS Retain Legible Copies Provide Sales and Credit Drafts Ensure Proper Retrieval Fulfillment CHARGEBACKS AND OTHER DEBITS Chargebacks Other Debits Summary (Deposit) Adjustments/ Electronic Rejects Disputing Other Debits and Summary Adjustments ACCOUNT MAINTENANCE Change of Current Account Change in Legal Name or Structure Change Company DBA Name, Address or Telephone/Facsimile Number ASSOCIATION COMPLIANCE IMPRINTERS SUPPLIES DYNAMIC CURRENCY CONVERSION Duplicate Confirmation Page Confirmation Page CSI1003

4 GENERAL TERMS Please note that under this Merchant Agreement, different entities will perform different functions in processing your Credit Card and Interac Direct Payment (IDP) transactions. Home Trust Company is the Acquirer for your Visa transactions. Home Trust Company is the licensed Member of Visa International. First Data Loan Company Canada ( FDLCC ), Canada is the Acquirer for MasterCard transactions and a licensed Member of MasterCard International. CardSolve International, Inc. ( CardSolve ) is a merchant acquiring financial services corporation and operates as a Visa independent sales organization and MasterCard member services provider with MasterCard. As described in greater detail in the General Terms, Section 14 of this Merchant Agreement, CGI, a member of Interac Association, will be the Acquirer for your Debit Card transactions. In this Agreement, the term we, us or our refers to CardSolve, Home Trust Company, FDLCC and CGI. At times, however, the Program Guide refers more specifically to one of these entities to make it clear which entity is performing certain functions. Capitalized terms used in this Program Guide are defined in Section 19 unless otherwise specified in the Program Guide. All dollar amounts are expressed in Canadian dollars unless otherwise noted. In addition to Exhibit B Operating Procedures, our Merchant Agreement with you includes the following General Terms, which may include an Equipment Agreement (as defined in Section 15) or an Equipment Lease Agreement (See Exhibit A). If you fail to follow any of the provisions of the Operating Procedures or General Terms or any Equipment or Equipment Lease Agreement, you may incur certain liabilities or we may terminate this Merchant Agreement. 1. Services Subject to Association Rules, Services may be performed by one or more of our Affiliates and third-parties, including the provision of Terminals or other equipment and local support functions in connection with this Merchant Agreement. 2. Operating Procedures; Association Rules You agree to follow all requirements of this Merchant Agreement and in any Schedule hereto in connection with each Card transaction and to comply with all applicable Association Rules as outlined in this Merchant Agreement and any subsequent amendment. From time to time, we may amend the procedures set out in the Operating Procedures and in any Schedule hereto, by providing you with at least thirty (30) days prior written notice, and those provisions will be deemed incorporated into this Merchant Agreement. However, for changes in the Association Rules or for security reasons, certain changes in the Operating Procedures may become effective on shorter notice. If there are any inconsistencies between the General Terms and the Operating Procedures or any Schedule, the General Terms will govern. 3. Current Account 3.1. You must open and maintain a Current Account for so long as you obtain services from us The Reserve Account, where applicable, shall be governed by this Merchant Agreement Any amounts maintained in the Reserve Account shall not bear interest We shall pay to your Reserve Account all funds transferred to that account in accordance with Exhibit B, Section In addition to our rights under this Merchant Agreement, you shall pay to us, immediately upon demand, any overdraft, indebtedness or liability incurred in connection with or arising out of the operation of any Current Account or Reserve Account We may, to the extent permitted by law and without notice, from time to time set off, apply or transfer any and all sums standing to the credit of the Reserve Account in or towards the satisfaction of any Program Guide CSI indebtedness or liability you may incur to us, including any indebtedness or liability in a different currency, and we are herby authorized to effect any necessary currency conversions for such purposes All information relating to the Reserve Account may be recorded or stored by us in such form and by means of such devices as we may see fit and we are under no obligation to retain original documents, instruments or vouchers other than those belonging to or entrusted to us by you We may use the services of any electronic data processing service bureau or organization in connection with keeping any Reserve Account, and in such case we shall not be liable by reason of any act or omission of such service bureau or organization in the performance of the services required of it. 4. Settlement of Card Transactions 4.1. We will only be required to settle Card transactions for Card types specified in your MPA. Promptly after you submit Batches pursuant to the Operating Procedures, we will initiate a transfer of applicable Settlement funds in accordance with Exhibit B, Operating Procedures, Section 7. Any other Cards accepted by you will be settled by that Association/ company in accordance with the agreement you signed with them All settlements for MasterCard and Visa Card transactions will be net of credits/refunds, adjustments, applicable Discount Rates, Chargebacks and any other amounts then due from you. We may also set off from any payments otherwise due, any amounts owed to our Affiliates whether or not arising out of or related to this Merchant Agreement All credits to your Current Account or other payments to you are provisional and are subject to, among other things, our final audit, Chargebacks (including our related losses), fees and fines imposed by the Associations. You agree that we may debit or credit your Current Account for any deficiencies, overages, fees and pending Chargebacks, or may deduct such amounts from settlement funds due to you. Alternatively, we may elect to invoice you for any such amounts, which amount shall be due and payable thirty (30) days after the invoice date or on such earlier date as may be specified We will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties including but not limited to any Association or your financial institution In addition to any other remedies available to us under this Merchant Agreement, you agree that should any Event of Default occur (see Section 10.4 in the General Terms), we may, with or without notice, change processing or payment terms and/or suspend Credits or other payments of any and all funds, money and amounts now due or hereafter to become due to you pursuant to the terms of this Merchant Agreement, until such event has been investigated. 5. Fees; Adjustments; Collection of Amounts Due 5.1. You shall be charged fees for the Services, which shall be calculated and payable pursuant to this Merchant Agreement and any additional pricing supplements. You acknowledge that the fees agreed to are based on the assumption that your transactions will qualify for certain reduced interchange levels (your Anticipated Interchange Levels ), as set by the applicable Association. If a transaction fails to qualify for your Anticipated Interchange Levels, then the Association will downgrade the transaction and process it at the applicable interchange level, which will generally be more costly than your Anticipated Interchange Level. In that event, you shall be charged a Non-Qualified Interchange Fee, which is the difference between the Interchange Fee associated with the Anticipated Interchange Level and the Interchange Fee associated with the interchange level at which the transaction actually was processed; plus any applicable

5 Non-Qualified Surcharge for each non-qualifying transaction, the amount of which is set forth in the Service Fee Schedule All applicable Transaction Fees and Authorization fees will be charged for each transaction that you attempt to authorize. All applicable capture fees will be charged for each transaction that you transmit to us for Settlement The fees for the Services set forth in this Merchant Agreement are based upon assumptions associated with the anticipated annual volume and average transaction size for all Services as set forth in this Merchant Agreement and your method of doing business. If the actual volume or average transaction size are not as expected or if you significantly alter your method of doing business, we may adjust your Merchant Discount Rate and Transaction Fees without prior notice The fees for the Services set forth in this Merchant Agreement may be also adjusted to reflect increases or decreases by Associations in interchange (in the case of Credit Card transactions), IDP Interchange Fees (in the case of IDP transactions), assessments and other Association or Interac Association fees or to pass through increases charged by third parties for on-line communications and similar items. All such adjustments shall be your responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association or third party You agree to pay all fees payable in accordance with this Merchant Agreement including without limitation the fees referred to under the heading Additional Fee Information, in the General Terms, Section 18.2 and any additional pricing supplements Subject to Section 10.3, we may also increase and/or implement new fees for our Services for any other reason by notifying you thirty (30) days prior to the effective date of any such change To the extent the Automated Funds Transfer Settlement process is used to effect credits to your Current Account, you hereby authorize us (or the Designated Settlement Agent in the case of the IDP Service), to initiate Credit entries to your Current Account through direct instructions to the financial institution where your Current Account is maintained. You hereby authorize the financial institution where your Current Account is maintained to effect all such Credits to your account. This authority will remain in full force and effect until we have given written notice to the financial institution where your Current Account is maintained that all monies due under this Merchant Agreement and under any other agreements with us or our Affiliates for any related services have been paid in full You hereby authorize us, for all amounts due under this Merchant Agreement and under any other agreements with us or our Affiliates for any related services, as well as for any credit entries made in error, to make periodic debits to your Current Account on a regular recurring basis. In connection with such authority to debit your Current Account by way of Pre-Authorized debits, you agree to execute any other documentation, which may be required in connection with such Pre-Authorized debits (the PAD Authorization ). You agree that the PAD Authorization is to remain in full force and effect at all times unless and until we have consented to its termination or we provide you with notice that all monies due under this Merchant Agreement and any other agreements with us or our Affiliates for any related services have been paid in full You agree to pay any fees, fines and penalties charged by us or imposed on us by any Association resulting from Chargebacks and any other fees, fines or penalties charged by us or imposed on us by any Association with respect to your acts or omissions in connection with the processing of your transactions including your IDP transactions. You agree that all fines, fees, charges, credits, penalties, adjustments or other amounts that you owe constitute a debt that is payable on demand and that your Current Account and Reserve Account, if applicable, may be debited for these amounts without prior notice. You agree that you are responsible for all costs respecting telecommunications lines and electricity If your Chargeback percentage for any line of business exceeds the estimated industry Chargeback percentage, you may be subject to, CSI in addition to the Chargeback fees and any applicable Chargeback handling fees or fines, an excessive Chargeback fee for all Chargebacks occurring in such month in such line(s) of business. Each estimated industry Chargeback percentage is subject to change from time to time by us in order to reflect changes in the industry Chargeback percentages reported by the Associations. Your Chargeback percentage will be calculated as the larger of (a) the total Chargeback items for Credit transactions in any line of business in any calendar month divided by the number of Credit transactions in that line of business submitted that month, or (b) the total dollar amount of Chargebacks for Credit transactions in any line of business received in any calendar month divided by the total dollar amount of your Credit transactions in that line of business submitted in that month If you believe any adjustments should be made with respect to your Current Account, you must notify us in writing within forty-five (45) days after any debit or credit is or should have been effected. If you notify us after such time period, we may, in our discretion, assist you, at your expense, in investigating whether any adjustments are appropriate and whether any amounts are due to or from other parties, but we shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by us to assist you in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 6. Chargebacks 6.1. You shall be responsible for reimbursing us for all transactions you submit that are charged back. See the Operating Procedures for additional information regarding Chargebacks and Chargeback procedures You are responsible for any Chargebacks, return items, or other losses resulting from your failure to produce a Card transaction record requested within the applicable time limits. 7. Representations, Warranties; Limitations on Liability; Exclusion of Consequential Damages 7.1. Without limiting any other warranties hereunder, you represent and warrant as to each Card or Debit Card transaction submitted under this Merchant Agreement that: the Card transaction represents a bona fide sale/rental of merchandise or services not previously submitted; the Card transaction represents an obligation of the Cardholder for the amount of the Card transaction; the amount charged for the Card transaction is not subject to any dispute, setoff or counterclaim; the Card transaction amount is only for the merchandise or services (including taxes, but without any surcharge on Card) sold or rented and, except for any delayed delivery or advance deposit Card transactions expressly authorized by this Merchant Agreement, the merchandise or service was actually delivered to or performed for the person entering into the Card transaction simultaneously upon your accepting and submitting the Card transaction for processing; the Card transaction does not represent the refinancing of an existing obligation of the Cardholder (including any obligation otherwise owed to you by a Cardholder or arising from the dishonour of a personal cheque); you have no knowledge or notice of any fact, circumstances or defense which would indicate that the Card transaction was fraudulent or not authorized by the Cardholder or which would otherwise impair the validity or collectability of the Cardholder s obligation arising from such Card transaction or relieve the Cardholder from liability with respect thereto; the Card transaction submitted to us was entered into by you and the Cardholder; the Card transaction was made in accordance with these General Terms, Association Rules or, in the case of IDP transactions, the Interac Requirements, and the Operating Procedures; and

6 the Card transaction is not a payment for a product or service that violates federal, provincial or local law in any jurisdiction that may be applicable THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IM- PLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT IN NO EVENT SHOULD ANY PARTY, OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOY- EES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED DAMAGES AS PROVIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE PROHIBITED BY THIS PARAGRAPH NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 13 AND THE PROVISIONS UNDER THE HEADING INDEMNIFICATION IN SECTION 14.4), OUR CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EX- CEED, (I) $50,000; OR (II) THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 13 AND THE PROVISIONS UNDER THE HEADING INDEMNIFICATION IN SECTION 14.4), OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SHOULD HAVE RECEIVED FUNDING PURSUANT TO THIS AGREEMENT. 8. Confidentiality 8.1. Unless you obtain consents from us and each applicable Association, Issuer and Cardholder, you must not use, disclose, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of authorizing, completing and settling Card transactions and resolving any Chargebacks, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall use proper controls for and limit access to, and render unreadable prior to discarding, all records containing Cardholder account numbers and Card imprints. You may not retain or store Magnetic Stripe data after a transaction has been authorized. If you store any electronically captured signature of a Cardholder, you may not reproduce such signature except upon our specific request You acknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. CSI Assignments 9.1. Any transfer or assignment of this Merchant Agreement by you, without our prior written consent, by operation of law or otherwise, is voidable by us. Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from any transferee s or assignee s Submission of Card or Debit Card transactions to us for processing. For purposes of this Section 9, any transfer or change of voting control shall be considered an assignment or transfer of this Merchant Agreement The payment services provided by us require access to a single financial institution account in which we may initiate both credits and debits. You may not enter into any agreement that would require, in any circumstance or event, the transfer of any payments or proceeds from Credit Card transactions covered by this Merchant Agreement to the custody or control of any third party. You may not assign any rights, including the right of payment under this Merchant Agreement, to any other person. In the event that you make an assignment (or provide a security interest) of receivables covered by this Merchant Agreement, then we may, at our option, elect to (a) refuse to acknowledge such assignment unless accompanied by an authorization to both initiate debits or credits to the financial institution account of the assignee, (b) terminate this Merchant Agreement immediately, or (c) charge for any transfers that we are called upon to make manually to fulfill such an assignment at the rate of $100 per transfer Upon notice to you, another MasterCard, Visa or Interac member may be substituted for us under whose sponsorship this Merchant Agreement is performed. Upon substitution, such other MasterCard, Visa or Interac member shall be responsible for all obligations required of us. Subject to Association Rules and Interac Requirements, we may assign or transfer this Merchant Agreement and our rights and obligations hereunder and/or may delegate our duties hereunder, in whole or in part, to any third party, whether in connection with a change in sponsorship, as set forth in the preceding sentence, or otherwise, without notice to you or your consent Except as set forth elsewhere in this Section and as provided in the following sentence, this Merchant Agreement shall inure to the benefit of and be binding upon us and our successors and assigns and you and your permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession or other person charged with taking custody of a party s assets or business, shall have any right to continue, assume or assign this Merchant Agreement. 10.Term; Events of Default This Merchant Agreement shall become effective upon the date this Merchant Agreement is approved by our credit department The initial term of this Merchant Agreement shall commence and shall continue in full force for three years after it becomes effective. Unless either party provides the other with a written notice of termination at least 30 days prior to the expiration of the then existing term, this Merchant Agreement shall automatically renew for successive one-year terms Notwithstanding the above or any other provisions of this Merchant Agreement, we may terminate this Agreement at any time and for any reason by providing thirty (30) days advance notice to you. In the event we provide notice to you of an increase in the fees and/or implementation of new fees for Services, pursuant to Section 5.6, you may terminate this Merchant Agreement without further cause or penalty by providing us thirty (30) days advance written notice of termination. You must terminate within thirty (30) days after we provide notice of the Section 5.6 increase and/or new fees. The Section 5.6 fee increase and/or new fees shall not take effect in the event you provide timely notice of termination. However, your continued use of our Services after the effective date of any increase and/or new fees shall be deemed acceptance of the increased and/or new fees for Services, throughout the term (and any renewal term) of this Merchant Agreement.

7 10.4. If any of the following events shall occur (each an Event of Default ): a material adverse change in your business, financial condition, business procedures, prospects, products or services; or any merger, amalgamation, assignment or transfer of voting control of you or your parent; or a sale of all or a substantial portion of your assets; or irregular Card sales by you, excessive Chargebacks or any other circumstances which, in our sole discretion, may increase our exposure for your Chargebacks or otherwise present a financial or security risk to us; or any improper use or presentation of MasterCard, Visa or Interac marks; or any of your representations or warranties in this Merchant Agreement are breached in any material respect or are incorrect in any material respect when made or deemed to be made; or you shall default in any material respect in the performance or observance of any term, covenant, condition or agreement contained in this Merchant Agreement, including, without limitation, the establishment or maintenance of funds in a Reserve Account, as detailed in Section 11 and the confidentiality obligations set forth in Section 8 and Section 14; or you shall default in any material respect in the performance or observance of any term, covenant or condition contained in any agreement with any of our Affiliates; or you shall default in the payment when due, of any material indebtedness for borrowed money or any material trade payable; or you shall engage in any act or omission or any other event shall occur in respect of you or your business behaviour which constitutes cause for termination by Visa or MasterCard; or you shall file a petition, proposal or application or have a petition or application filed by another party under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada) or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against you in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, manager, receiver-manager, custodian, trustee or liquidator of yourself or of a substantial part of your property; or you make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or your independent certified accountants shall refuse to deliver an unqualified opinion with respect to your annual financial statements and your consolidated subsidiaries; or you cancel or revoke the PAD Authorization for any reason whatsoever; then, upon the occurrence of (1) an Event of Default specified in subsections or above, this Merchant Agreement shall be terminated immediately, without notice, and all amounts payable hereunder and under any other agreement between you and us or any of our Affiliates (including without limitation under any Equipment Lease Agreement or Equipment Agreement, rental or purchase related to a Point of Sale Terminal) shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, (2) any other Event of Default, this Merchant Agreement may be terminated by us giving not less than 10 days notice to you, and upon such notice all amounts payable hereunder and under any other agreement between you and us or any of our Affiliates (including without limitation under any Equipment Lease Agreement or Equipment Agreement, rental or purchase related to a POS Terminal) shall be due and payable on demand Neither the expiration nor termination of this Merchant Agreement shall terminate the obligations and rights of the parties pursuant to the provisions of this Merchant Agreement, which by their terms are CSI intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Merchant Agreement. All of your payment or reimbursement obligations associated with transactions submitted are intended to survive termination of this Merchant Agreement If any Event of Default shall have occurred and be continuing, we may, in our sole discretion, exercise all of our rights and remedies under applicable law, including, without limitation, exercising our rights under Section If this Merchant Agreement is terminated as a result of an Event of Default, you acknowledge that we may be required to report your business name and the names and other information regarding your principals to the combined terminated merchant file maintained by the Association. You expressly agree and consent to such reporting if you are terminated as a result of the occurrence of an Event of Default (or for any reason specified as cause by MasterCard or Visa). Furthermore, you agree to waive and hold us harmless from and against any and all claims, which you may have as a result of such reporting After termination of this Merchant Agreement for any reason whatsoever, you shall continue to bear total responsibility for all Chargebacks, fees, credits and adjustments resulting from Card transactions processed pursuant to this Merchant Agreement and all other amounts then due or which thereafter may become due under this Merchant Agreement. 11. Reserve Account; Security Interest You expressly authorize us to establish a Reserve Account pursuant to the terms and conditions set forth in this Section 11 to ensure the recovery of such. The amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processing history and the potential risk of loss to us as may be determined from time to time. You acknowledge that the Reserve Account is under the control of First Data Loan Company, Canada and Home Trust Company, the acquirers for your Credit Card transactions You agree that if a Reserve Account is established, it shall be fully funded upon three (3) days notice to you, or in instances of fraud or an Event of Default or termination of this Merchant Agreement by any party, funding must be immediate. Such Reserve Account must be funded and/or replenished by all or any combination of the following: (i) debiting your Current Account or any other account accessible to us by virtue of Section 5.8 of this Program Guide and the PAD Authorization; (ii) one or more deductions or offsets by us or our Affiliates to any payments otherwise due to you; (iii) your delivery to us of a letter of credit; or (iv) if we so agree, your pledge to us of a freely transferable and negotiable certificate of deposit. Any such letter of credit or certificate of deposit shall be issued or established by a financial institution acceptable to us and shall be in a form and in an amount satisfactory to us. In the event of termination of this Merchant Agreement by any party, a Reserve Account will be established without notice in the manner provided above. Funds in the Reserve Account will be held by us for the greater of ten (10) months after termination of this Merchant Agreement or for such longer period of time as is consistent with our liability for Card transactions in accordance with Association Rules. Your funds held in a Reserve Account may be held in a commingled Reserve Account for the reserve funds of our Clients, without involvement by an independent escrow agent. Unless specifically agreed in writing by us or specifically required by applicable law, funds held by us in a Reserve Account shall not accrue interest. You shall have no right to withdraw funds from the Reserve Account If your funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other charges due from you under this Merchant Agreement, or if the funds in the Reserve Account have been released, you agree to promptly pay us such sums upon request To secure your obligations to us and our Affiliates under this Merchant Agreement and any other agreement for the provision of related equipment or related services (including under any Equipment

8 Agreement or Equipment Lease, whether now or hereafter due or to become due to you, (collectively, Obligations ), you hereby grant us a lien and security interest in and to the Reserve Account any of your funds pertaining to the Card transactions contemplated by this Merchant Agreement now or hereafter in our possession, and any other amount owing and payable by us to you, whether now or hereafter due or to become due to you. In addition to any rights granted under applicable law, to the extent not contrary to such law, you hereby authorize us (any related notice and demand are hereby expressly waived), to set off, compensate, recoup and to appropriate and to apply any and all such funds (including in the Reserve Account) against and on account of your Obligations, whether such Obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. You agree to duly execute and deliver to us such instruments and documents as may be reasonably requested to perfect and confirm the lien, security interest, hypothec, right of set off, compensation, recoupment and appropriation set forth in this Merchant Agreement. 12. Financial and Other Information If requested, you will provide us quarterly financial statements within forty-five (45) days after the end of each fiscal quarter and annual audited financial statements within ninety (90) days after the end of each fiscal year. Such financial statements shall be prepared in accordance with generally accepted accounting principles. You will also provide such other financial statements and other information concerning your business and your compliance with the terms and provisions of this Merchant Agreement as we may reasonably request. Subject to Section 12.2 below, you authorize us to obtain from third parties financial and credit information relating to you in connection with our determination whether to accept this Merchant Agreement and our continuing evaluation of your financial and credit status. We may also access and use information, which you have provided to us (other than personal information) for any other reason. Subject to Section 12.2 below, you also authorize us to share any information concerning you and your business with any of our agents and/or Affiliates in connection with the performance of the Services contemplated hereunder or the provision of any equipment or related services. Upon request, you shall provide to us, or our representatives reasonable access to your facilities and records for the purpose of performing any inspection and/or copying of your books and/or records deemed appropriate Personal Information. For the purposes of this Section 12, the term personal information means information about an identifiable individual, as more particularly described or limited by the Personal Information Protection and Electronic Documents Act (Canada) or similar applicable provincial privacy legislation. If you have entered into an Equipment Lease Agreement, the terms we, us and our in this Section 12.2 includes First Data Global Leasing. You and each principal, guarantor or other individuals that have signed your MPA consent to the collection, use and disclosure of personal information by us as described below and for the following purposes: (a) We may, from time to time, use your credit, financial and related personal information provided to or otherwise collected by us in connection with your MPA, this Merchant Agreement and any resulting business or other credit arrangements or guarantees, and any update, renewal or extension of those arrangements (collectively, the Business Arrangements ), for the purposes of: (i) verifying and evaluating your current and ongoing creditworthiness, your eligibility for the Business Arrangements and other information provided to us in connection with the Business Arrangements; (ii) establishing, administering, servicing, collecting and enforcing your account and the Business Arrangements; (iii) registering and enforcing security on the Business Arrangements; and (iv) generally providing the products and services you have requested. Birth dates, Social Insurance Numbers or other personal identification, if provided, may be used by us for the purpose of verifying your identity, including matching records or credit information. CSI (b) For the above purposes and for providing credit information to your potential creditors, we may exchange personal information between us and disclose credit, financial, insurance and related personal information from time to time to, and collect such information from: (i) our Affiliates, agents and representatives; (ii) credit bureaus and reporting agencies; and (iii) businesses and financial institutions with whom you have had or may have a financial relationship, including references you have provided in support of the Business Arrangements. You consent to the disclosure of such information by these parties to us. (c) Banking details and related personal information in connection with your PAD Authorization (and for the Equipment Lease in connection with your Authorization) may be disclosed to our bank for the purposes of administering the Automatic Debit Program as described in this Merchant Agreement. Relevant personal information may be disclosed to card associations as necessary to process, authorize and authenticate transactions, in order to comply with regulations of these card associations. We may use and disclose personal information (including your date of birth and relevant account information) to third parties as necessary to register a security interest as contemplated in this Merchant Agreement, for the purposes of enforcing such security or otherwise in connection with collection of amounts owing to us, for the purposes of detecting and preventing fraud, and complying with money laundering, terrorist financing or similar laws in Canada and foreign countries (including the United States), including checking your identity against watch lists established by regulatory agencies or similar bodies in Canada and in foreign countries. (d) Personal information may be used by us and disclosed to parties connected with the proposed or actual financing, insuring, securitization, sale, assignment or other disposal of all or part of us or our business or assets (including, without limitation, your account or amounts owing to us), for the purposes relating to the evaluation and/or performance of these transactions. Successors and assignees of our business or assets may collect, use and disclose your personal information as described in this consent. (e) We may use agents and service providers, including our Affiliates, to collect, use, store or process personal information on its behalf. Some of these service providers or Affiliates may be located outside of Canada, and your personal information may be transferred or processed outside of Canada for the purposes described in this consent. Contractual or other means used by us to protect your personal information are subject to legal requirements in foreign jurisdictions applicable to us and our service providers and Affiliates (for example, lawful requirements to disclose personal information to government authorities in those countries). (f) We may generally collect, use and disclose personal information for the purposes of meeting legal, regulatory, audit, processing and security requirements. We may otherwise collect, use and disclose personal information as described elsewhere in your MPA or this Merchant Agreement, as further described in our Privacy Principles publication (see below), and as permitted or required by law (including as required by applicable foreign laws). (g) Marketing and Solicitation: In addition to the above purposes, we may use your personal information (including contact and account information) from time to time in order to determine your eligibility for and occasionally communicate with you regarding additional products, services or business opportunities of us or our Affiliates that may be relevant to you. Individuals may withdraw consent for this purpose by contacting us at This consent will be valid for so long as required to fulfill the purposes described above. You represent and warrant that you have the necessary consent of your principals, guarantors or other individuals whose personal information we have obtained in connection with

9 this Merchant Agreement for the purposes described above. For further information about our personal information practices, you may obtain a copy of our Privacy Principles publication by contacting us toll free at Authorized employees and agents of Cardsolve that require access to your personal information will have access to your file, which will be accessible at CardSolve International, Inc. at 380 Wellington Street, 15th Floor, London, Ontario, N6A 5B5. If you wish to access or make corrections to your personal information in the possession of Cardsolve, you may write to the address noted above You will provide us with written notice of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of your total assets not later than three (3) days after you become aware of same. 13. Indemnification You agree to indemnify and hold us harmless from and against any losses, actions, causes of action, claims, demands, costs, liabilities, expenses, damages, sanctions, fines or penalties (including legal fees on a solicitor and client basis) arising from; (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Merchant Agreement; (b) you or your employees or your agents failure to comply with the terms of this Merchant Agreement or any requirements of which you are advised from time to time including requirements of MasterCard International Incorporated and Visa Canada/or Visa International or of Credit Card Issuers; (c) you or your employees or your agents fraud, negligence or willful misconduct, in connection with Credit Card transactions or otherwise arising from your provision of goods and services to cardholders; (d) Credit Card transactions or the settlement of funds from transactions or your use of our Service; (e) any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any Association or Issuer). This clause will survive termination of this Merchant Agreement We agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from any breach of any warranty, covenant or agreement or any misrepresentation by us under this Merchant Agreement or arising out of our or our employees gross negligence or willful misconduct in connection with this Merchant Agreement You agree that you will have no recourse against us, our agents, and our service providers for any losses, claims or damages, including any indirect, special, incidental or consequential damages or lost profits even if informed of the possibility of such damages (however arising, including negligence), arising out of or related to Credit Card transactions, the POS Terminal, or settlement funds. This clause will survive termination of this Merchant Agreement. 14. Special Provisions for Interac Direct Payment ( IDP ) (Debit) This Section of the Merchant Agreement provides the terms and conditions for processing IDP transactions. The IDP Service enables customers to pay for goods and services by debiting money directly from their accounts using a POS Terminal with PIN verification. As is the case with your Credit Card transactions, different entities will perform different functions in processing your IDP transactions. Certain functions involved in the IDP Service may be performed by one or more of our agents, service providers or Affiliates. While this Section deals specifically with processing of IDP transactions, there are other provisions in this Merchant Agreement that also relate to and govern the processing of your IDP transactions. In order to understand all of your rights and obligations in respect of the processing of IDP transactions, you must carefully read the entire Merchant Agreement. CSI Honouring Debit Cards. You agree to honour any Debit Card tendered by any Debit Cardholder for use in purchasing goods or services and to process all IDP transactions in accordance with this Merchant Agreement and with any rules, instructions, manuals and procedures which we may issue from time to time in accordance with this Merchant Agreement, including, but not limited to, the Interac Requirements Processing IDP Transactions When a Debit Cardholder presents a Debit Card for IDP, you agree to: Sell goods and/or services at the ticketed or posted price; Process a refund, if you agree to accept a return of merchandise; Swipe, or have the Debit Cardholder swipe, the Debit Card only for purposes of completing the Debit Card transaction and not for any other purpose; Notify the Debit Cardholder if you require a minimum or maximum purchase amount before you will accept the Debit Card for payment; Not to impose any fees, other charges or other conditions of sale for the use of a Debit Card as a means of payment; and Not to pay any form of rebate or benefit of any kind to Debit Cardholders that discriminates among Debit Card Issuers You agree to follow the following steps to complete the IDP transaction: Enter the information for the transaction into the POS Terminal; Ask the Debit Cardholder to enter his or her PIN and verify the amount of the transaction by using the PIN pad; Act on the instructions displayed by the POS Terminal (for example, an Authorization number, a decline, a message to try again, or other similar instructions); If an incorrect or unauthorized PIN is entered, the POS Terminal will indicate a message that the PIN is incorrect or unauthorized. The Debit Cardholder must be permitted at least three (3) consecutive attempts to enter the correct PIN for one (1) IDP transaction. You may decline a transaction after any three (3) consecutive PIN failures; Provide the Debit Cardholder with the transaction record (regardless of whether the transaction was approved or declined); and Respond to any tracing requests (that is, a request for information about the nature or disposition of an IDP transaction) in accordance with the Interac Requirements and any instructions from us You agree to promptly advise us if a POS Terminal is not working You agree that we may assume that all debits to your accounts initiated at a POS Terminal were authorized by you You agree that you are responsible for the validity and integrity of all Data that you submit in the context of a Debit Card transaction, and that in no event will we be responsible for any acts or omissions by you that cause such Data to be entered or submitted for processing in a manner that does not meet such reasonable technical requirements as we may prescribe Record-Keeping. You agree to maintain evidence of each Debit Card transaction and the settlement thereof for a period of one (1) year after the date of settlement of such transactions. You agree to make available such records for examination as we or our agents may reasonably request from time to time. This clause survives termination of this Merchant Agreement Return of Debit Cards. In the event that a Debit Card is inadvertently left by a Debit Cardholder at your premises, you may return the Debit Card to the Debit Cardholder upon request, subject to satisfactory identification of the Debit Cardholder. If the Debit Card remains unclaimed after twenty-four (24) hours, you should cut the

10 Debit Card into two (2) pieces and return it to us within twenty-four (24) hours to the following address: CardSolve International, Inc. 380 Wellington Street 15th Floor London, Ontario N6A 5B Disputed Debit Transactions You agree not to refund any Debit Card transactions that are under dispute as to whether funds were or were not debited correctly to the account of a Debit Cardholder. You agree to inform the Debit Cardholder that he or she must contact their own financial institution with respect to such disputes. You agree to be liable for any attempts by you or your employees or agents to correct such disputes in the event of any incorrect debit, including, without limitation, a double debit of the Debit Cardholder s account or a cash refund Your ability to complete refunds or reversal transactions may be restricted or disabled in certain circumstances, including, but not limited to, suspected fraudulent activity. When possible, you will be given advance notice in such cases Failure to Comply. Your access to the IDP Service may be terminated if you fail to comply with any terms of this Merchant Agreement or instructions from us Cardholder Confidentiality You acknowledge that you will not obtain ownership rights in any information relating to or derived from Debit Card transactions. Unless you obtain consents from us, Interac Association, and each applicable Issuer and Debit Cardholder, you must not use, disclose, sell or disseminate any Debit Cardholder information obtained in connection with a Debit Card transaction (including the names, addresses and Debit Card account numbers of Debit Cardholders) except for purposes of authorizing, completing and settling Debit Card transactions and resolving any tracing requests, Retrieval Requests or similar issues involving Debit Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall use proper controls for and limit access to, and render unreadable prior to discarding, all records containing Debit Cardholder account numbers. You may not retain or store Magnetic Stripe data after a transaction has been authorized You agree to take all reasonable precautions to protect information encoded on Debit Cards while the Debit Card is being used for an IDP transaction The Debit Cardholder s PIN is confidential to the Debit Cardholder, and you agree not to require the Debit Cardholder to divulge or disclose in any manner his or her PIN or allow the PIN to be displayed in clear text form You agree to situate the POS Terminal or PIN pad in such a manner as to minimize potential disclosure of the PIN during its entry by the Debit Cardholder You agree to comply with any and all applicable federal and provincial laws and regulations dealing with the protection and disclosure of private information about or belonging to Debit Cardholders Authorization. All IDP transactions must be authorized via the POS Terminal You agree that you will not attempt to obtain Authorization for an IDP transaction from another Authorization system You agree that you will not attempt to obtain multiple Authorizations for a single transaction. If a sale is declined, do not take alternative measures with the same Debit Card to obtain an approval of the sale from other Authorization sources. Instead, request another form of payment If your POS Terminal malfunctions, refer to your POS Quick Reference Guide or call the Customer Service number in the General Terms, Section 18.3 of this Merchant Agreement and select Option 3 for Technical Assistance. CSI During any period in which your POS Terminal is not functioning, remember to check it periodically since most POS Terminal problems are temporary in nature and are quickly corrected If a POS Terminal is moved or if wires are disconnected causing a malfunction, call the Customer Service number in the General Terms, Section 18.3 of this Merchant Agreement immediately and select Option 3 for Technical Assistance. You may be responsible for any service charges incurred for reactivation of the POS Terminal Submission/ Deposit of Batches You may present for payment only valid debits that arise from a transaction between a bona fide Debit Cardholder and your business. If you deposit or attempt to deposit sales between Debit Cardholders and any business other than your business, you will be subject to all costs associated therewith and to immediate termination of your Merchant Agreement and/or legal action All Batches must be properly completed and submitted daily. Instructions for closing and submitting Batches are provided in your POS Quick Reference Guide. Late Submission may result in a delay in funding and/or increased IDP Interchange Fees, or rates or charges Batches must be transmitted to us by 9:00 PM EST in order to be processed on the date of transmission Settlement You agree that the Current Account that you will establish in accordance with this Merchant Agreement will be used for Settlement of funds from Debit Card transactions You authorize us, our agents, and our service providers to draw on and deposit to your Current Account for Settlement of funds from Debit Card transactions If you maintain a Current Account at a financial institution with which the Designated Settlement Agent has arrangements permitting direct payment of settlement funds, settlement funds will be credited to your Current Account. This will generally occur by the second Business Day after the applicable Batch has been received. If you elect to use for receipt of settlement funds a financial institution which does not have arrangements for direct payment of settlement funds with the Designated Settlement Agent, settlement may be delayed one additional day If you receive payment of settlement funds through automated funds transfer by electronic Media, settlement by electronic funds transfer will generally take place the second Business Day after the applicable Batch has been received and processed, unless a different time is specified You agree to maintain appropriate reporting and operational processes to reconcile on a daily basis settlement totals posted to your Current Account An out-of-balance situation is a situation where there is a discrepancy between what you would have expected to receive as a result of settlement and what you actually received. You agree to notify the POS Technical Help Desk for MasterCard and Visa (as noted in Section 18.3 of the General Terms) immediately of any outof-balance situations or other discrepancies, and to take all measures necessary to resolve such situations. If a Terminal displays an out of balance message, you agree to immediately call the Customer Service number in the General Terms, Section 18.3 of this Merchant Agreement and select Option 3 for Technical Assistance. In the event that you fail to respond in a timely manner to such situations or discrepancies, you shall be responsible for any liability or losses resulting from such failure We do not determine which Debit Card transactions are subject to being dishonoured or reversed. This is determined by the relevant Interac Requirements. You agree that in the event that any Debit Card transaction is dishonoured, you will be fully responsible for and shall indemnify us for any claims arising from such transaction.

11 All credits to your Current Account or other payments to you in respect of IDP transactions are provisional and are subject to final audit, and you agree that your Current Account shall be debited or credited, without notice, for any deficiencies, overages, or fines, penalties or fees imposed by any third party, including Interac Association. Alternatively, such amounts may be deducted from settlement funds due to you or you may be invoiced for any such amounts, which, in such case, such amounts will be due and payable thirty (30) days after the invoice date or on such earlier date as may be specified You agree to perform and comply with all responsibilities and requirements relating to the settlement process set out in the Interac Requirements, as updated from time to time, and any requirements of which we advise from time to time, including, without limitation, responding to tracing requests, adjustments through debit or credit letters, problem escalation, and disputes relating to the settlement process All settlements for Interac Debit Card transactions may be net of credits/refunds, adjustments, applicable discount fees when due, and any other amounts then due from you. We may also set off from any payments otherwise due, any amounts owed to our Affiliates whether or not arising out of or related to this Merchant Agreement We will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties. In addition to any other remedies available to us under this Merchant Agreement, you agree that should any Event of Default occur, then, we may, without notice, change processing or payment terms and/or suspend credits or other payments of any and all funds, money and amounts then due or thereafter to become due to you pursuant to the terms of this Merchant Agreement, until such event has been investigated. In cases where we, in our discretion, have reason to believe that there is fraudulent activity relating to one or more transactions that you submit, no prior notice shall be required, but you shall be notified in writing within three Business Days after effectuation of a suspension of credits or other payments, which shall state the reason for the belief that such fraud or similar cause exists All obligations set out in this Section 14 of the Merchant Agreement under the heading Settlement shall survive termination of this Merchant Agreement until they have been fully satisfied Displays and Trademarks You agree to prominently display standard decals, signs, service marks and promotional materials provided by us to show that you accept IDP for transactions You agree to obtain our prior approval for any advertising using the Interac name, its distinctive gold and black logo with service description box, the IDP service or any representation of any kind of them You agree not to alter the trademarks, trade names, design, marks, or logos of Interac Association in any manner. These include the word mark Interac, the Interac design/logo, and the IDP logo (which takes the Interac logo and attaches a service description) Any use of any trademarks of Interac Association related to transactions and/or the POS Terminal will comply with the Interac Requirements. If you use or permit any other party to use such trademarks other than in accordance with the Interac Requirements, permission to use such trademarks may be withdrawn Security You agree to follow security procedures as advised by us, and to ensure that your employees are familiar with them You will not allow any device to be connected to a POS Terminal, or any part of it, without our written permission You are responsible for the security of all equipment that you may use to process IDP transactions and are liable for any unauthorized use of it, regardless of whether such unauthorized use was CSI made by you, your employees, agents or customers. You are also responsible for security measures to protect your customers PINs and the cryptographic keys loaded on your POS Terminal You agree to take all reasonable precautions to ensure that all POS Terminals are closed and unavailable for use after business hours. You also agree to advise us immediately if you suspect that any POS Terminal has been tampered with or if any PIN pad has been lost or stolen You agree to maintain accurate logs of employee shifts and provide these logs to us within twenty-four (24) hours of a request to do so as part of an investigation of a Debit Card fraud incident. In the case of a suspected fraud, you agree to provide all necessary assistance and information to us, Interac Association, and/or the Debit Card Issuer by providing POS Terminal information, and providing logs (shift logs and receipts) necessary to investigate security incidents Fees/ Charges. You shall be charged a fee for the IDP Service, which shall be calculated and payable pursuant to this Merchant Agreement, the MPA and any additional pricing supplements. Further detail regarding these fees is provided in Section 5 of the Program Guide Indemnification You agree to indemnify and hold us harmless from and against any losses, actions, causes of action, claims, demands, costs, liabilities, expenses, damages, sanctions, fines or penalties (including legal fees on a solicitor and client basis) arising from: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Merchant Agreement; (b) you or your employees or your agents failure to comply with the terms of this Merchant Agreement, or any requirements of which you are advised from time to time, including Interac Requirements and requirements of Debit Card Issuers; (c) you or your employees or your agents fraud, negligence or willful misconduct in connection with Debit Card transactions or otherwise arising from your provision of goods and services to Cardholders; (d) Debit Card transactions or the settlement of funds from transactions or your use of our Service; (e) any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any association or Issuer) This clause will survive termination of this Merchant Agreement You agree that you will have no recourse against us, our agents and our service providers for any losses, claims or damages, including any indirect, special, incidental or consequential damages or lost profits even if informed of the possibility of such damages (however arising, including negligence), arising out of or related to Debit Card transactions, the POS Terminal, or settlement of funds. This clause will survive termination of this Merchant Agreement Procedure and Compliance We may, from time to time, issue directions in writing regarding procedures to be followed and prescribe forms to be used in connection with the processing of Debit Card transactions under this Merchant Agreement, and such directions and the terms of such forms shall be binding upon you upon receipt thereof You agree to comply, and take all necessary and advisable measures to ensure that your personnel comply, with all the terms of this Merchant Agreement and with all the rules, instructions, manuals, and procedures which we may issue from time to time in connection with this Merchant Agreement, and with all applicable Interac Requirements In order for us to verify that you are in compliance with your obligations under this Merchant Agreement or Interac Requirements,

12 you agree that on no less than two (2) Business Days written notice, we, Interac Association or any independent auditor selected by us or Interac may conduct an audit which may include, without limitation, an audit of your financial records relating to Debit Card transactions, your security measures and practices relating to POS equipment Confidentiality of Interac Materials. You agree that any materials or information related to the Interac Requirements provided to you are confidential information of the Interac Association, and you shall maintain such information in confidence and shall not disclose, or permit the disclosure of, such confidential information to any third party. You may use this information only for the purpose of fulfilling your obligations under this Merchant Agreement. You acknowledge that you will be liable hereunder for any breach of such confidentiality obligations. Your obligations in respect of these materials will survive termination of this Merchant Agreement. 15.Terms of Equipment Purchase or Rental This Section 15 governs any equipment that is rented to you on a month-to-month basis or that is sold to you by us, which will be indicated on your MPA. If your MPA or other documents reflect that your equipment is leased, then the provisions of your lease are governed by, the Equipment Lease Agreement included as Exhibit A. Equipment rented to or purchased by you under this Section 15 is referred to in this section as the Equipment. THE EQUIPMENT IS NOT BEING SOLD OR RENTED TO YOU FOR HOME OR PER- SONAL USE. Sales and rentals of equipment are made by Processor. The agreement between Processor and you as set forth in this section is referred to as the Equipment Agreement, and the full Agreement of which the Equipment Agreement is a part of, is referred to as the Merchant Agreement. YOU ACKNOWLEDGE THAT THE EQUIPMENT AND/OR SOFT- WARE YOU PURCHASE OR RENT FROM US MAY NOT BE COMPATIBLE WITH ANOTHER PROCESSOR S SYSTEMS. WE DO NOT HAVE ANY OBLIGATION TO MAKE SUCH SOFTWARE AND/OR EQUIPMENT COMPATIBLE WITH ANY OTHER PROCESSING SYSTEMS. IN THE EVENT THAT YOU ELECT TO USE ANOTHER PROCESSING SERVICE PROVIDER UPON THE TERMINATION OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU MAY NOT BE ABLE TO USE THE EQUIPMENT AND/OR SOFTWARE RENTED OR PURCHASED UNDER THIS AGREEMENT Purchased Equipment; Supplies. If your MPA indicates you are purchasing Equipment, we will sell to you, and you will buy from us the Equipment identified in the Merchant Agreement as being purchased by you (the Purchased Equipment ), free and clear of all liens and encumbrances (subject to Section 15.7), except that any Software (as defined in Section 15.8) will not be sold to you outright but instead will be provided to you pursuant to, and subject to the conditions of Section 15.8 of this Merchant Agreement. You shall pay the purchase price specified for the Purchased Equipment and the related software license(s), plus any applicable taxes, prior to the effective date of the Equipment Agreement or at our option, such amounts will be collected by us by debits or deductions to your Current Account as set out in Section We will provide you supplies as requested by you from time to time. You shall pay the purchase price for such supplies, plus shipping and handling charges, and all applicable taxes, prior to delivery of the supplies or upon invoice, as specified by us, or at our option, such amounts will be collected by us by debits or deductions pursuant to Section Maintenance and repair of merchant-owned equipment is your responsibility. Should your Terminal become inoperable, we can provide you with equipment at a monthly rental fee. There will also be a nominal shipping and handling fee. For such rental equipment contact Customer Service Rental Equipment. We agree to rent to you and you agree to accept and rent from us the Equipment identified in the Merchant Agreement as being rented to you (the Rental Equipment ), according to the terms and conditions of this Section 15. In CSI addition, any rental equipment ordered by you during the term of the Merchant Agreement shall also be governed by the terms of this Equipment Agreement Effective Date and Term of Equipment Agreement. This Equipment Agreement shall become effective on the first date you receive any piece of Equipment covered by this Equipment Agreement. This Equipment Agreement will remain in effect until all of your obligations and all of our obligations under this Equipment Agreement have been satisfied. We will deliver the Equipment to the site designated by you. You shall be deemed to have accepted each piece of Equipment at the earlier of: (a) your actual acceptance after installation, (b) delivery to you if your site is not prepared and ready for installation, or (c) for Equipment that we have not agreed to install for you, seven (7) days after shipment of each such piece of Equipment. The rental period with respect to each piece of Rental Equipment shall commence on the date such Equipment is deemed accepted. You may terminate your Equipment rental by returning the Equipment to us. (If you terminate the rental within twelve (12) months of installation, a termination charge equal to the difference between total rent for a twelve (12) month period and the rent you paid may apply.) All rental amounts are subject to goods and services taxes, value added tax and any applicable provincial tax. The provisions of this Equipment Agreement shall survive the termination or expiration of the Merchant Agreement and continue until all equipment rented from us is returned or paid for Site Preparation, Installation & Maintenance. You will prepare the installation site(s) for the Equipment, including but not limited to the power supply circuits and phone lines, in conformance with the manufacturer s and our specifications and will make the site(s) available to us by the confirmed shipping date. Upon request, you must allow us (or our agents) reasonable access to the premises where Authorization Terminals or other communications equipment (for example, printers) are or will be located. Any alterations required for installation of Authorization Terminal(s) or other communications equipment will be done at your expense. Only we or our agents can alter or modify Authorization Terminal(s) or other communications equipment owned by us. If a Terminal or printer appears to be defective, you must immediately call the POS Technical Help Desk. You are responsible for safeguarding Authorization Terminals or other equipment from loss, damage, unauthorized use, misuse or theft. We should be notified immediately regarding any damage to or loss of communications equipment. If necessary, we will assist you in obtaining replacement equipment. If you fail to return any defective equipment, you may be responsible for its replacement value and for any legal and/or collection costs incurred by the equipment owner in connection with recovering equipment. You are responsible for keeping all communication equipment free of any claims, liens and legal processes initiated by creditors. Equipment may not be subleased at any time. The cost of comparable new equipment, as well as any associated legal and/or collection costs incurred by us or the owner of the equipment, will be assessed to you for each piece of equipment not returned upon termination of the Merchant Agreement by either party, or upon request for the return of the equipment for any reason. You may not relocate, remove, disconnect, modify or in any way alter any equipment used in connection with the services we are providing to you without first obtaining our permission. You must provide us with thirty (30) days prior written notice to request the relocation of any equipment. Should you require additional equipment, you must contact Relationship Management or Customer Service (there may be additional costs or fees charged to you in connection with any new equipment ordered, including download fees).

13 15.5. Payment of Amounts Due. (a) The monthly rental charge specified in the Merchant Agreement shall be due and payable on the first day of each month of the rental period for each piece of Rental Equipment unless otherwise agreed to by the parties. You hereby authorize us to collect all amounts due from you under this Equipment Agreement by initiating debit entries for such amounts to your Current Account or by deducting such amounts from settlement amounts due to you from Servicers under the Merchant Agreement. All Authorizations and other provisions in your Merchant Agreement regarding the debiting and crediting of your Current Account apply with equal force with respect to amounts due to or from you under this Equipment Agreement. This authority will remain in full force and effect until we have given written notice to your financial institution where your Current Account is maintained that all monies due from you under this Equipment Agreement have been paid in full. (b) In addition to the purchase price or the monthly rental charge due hereunder, you shall pay, or reimburse us for, amounts equal to any taxes, levies, duties or assessments, however designated, levied or based on such charges, or on this Equipment Agreement or the Equipment and related supplies or any services, use or activities hereunder, including without limitation, Federal, provincial and local sales, use, value added, property, privilege and excise tax, exclusive, however, of taxes based on your net income. (c) As indicated in the Merchant Agreement, separate charges will apply for supplies; they are not included in monthly rental charges Use and Return of Equipment; Insurance. (a) You shall cause the Equipment to be operated by competent and qualified personnel in accordance with any operating instructions furnished by us, or the manufacturer and in connection with the services provided under your Merchant Agreement. You shall not use the Equipment, or permit the Equipment to be used, in any manner or for any purpose for which the Equipment is not designed or reasonably suited. (b) You shall not permit any physical alteration or modification of the Equipment without our prior written consent. (c) You shall not change the installation site of the Equipment without our prior written consent, which consent we will not unreasonably withhold. (d) You shall not assign your rights or obligations under this Equipment Agreement, or pledge, lend, create a security interest in, directly or indirectly create, incur, assume or allow to exist any other consensually or judicially imposed liens or encumbrances on, or part with possession of, or sublease the Equipment to any other person, firm or organization without our prior written consent. Any such assignment, delegation, sublease, pledge, security interest or lien in the absence of such consent shall be void. (e) You shall comply with all governmental laws, rules and regulations relating to the use of the Equipment. You are also responsible for obtaining all legally required permits for the Equipment. (f) We or our representatives may, at any time, enter your premises for purposes of inspecting, examining or repairing the Equipment. (g) Promptly upon termination of all applicable rental periods or promptly following any action by us pursuant to Section 15.11(b), you shall deliver possession of the Rental Equipment (including all attachments and parts) to us at your cost in the same operating order, repair, condition and appearance that the Rental Equipment had at the time of its delivery to you, reasonable wear and tear excepted. (h) For each item of Rental Equipment that you fail to return to us at your cost in the same operating order, repair, condition and appearance that it had at the time of delivery to you, reasonable wear and tear excepted, by the 10th business day after (i) CSI termination of the applicable rental period, or (ii) any action by us pursuant to Section 15.11(b), you agree to pay us the greater of $250 or the fair market value of such item of Equipment if it were in the condition described above, as determined by us. We may collect such amounts in the manner provided in Section 15.5 and to the extent we are unable to do so, you agree to pay us the amounts owed promptly. (i) Except for Purchased Equipment that has been paid for in full, the Equipment shall remain our personal property and shall not under any circumstances be considered to be a fixture affixed to your real estate. You shall permit us to affix suitable labels or stencils to the Equipment indicating our ownership. (j) You shall keep the Equipment adequately insured against loss by fire, theft and all other hazards (comprehensive coverage). The loss, destruction, theft of or damage to the Equipment shall not relieve you from your obligation to pay the full purchase price or rent payable hereunder. (k) Except for Purchased Equipment that has been paid in full, the Equipment shall be kept at the address indicated in the Merchant Agreement and shall not be removed from there without our prior written consent (except where normal use of the Equipment requires temporary removal). (l) In order to return your equipment: Call Customer Service for the address of the location to send the equipment. The following information must be included within the shipping box: 1. Company name, complete address and phone number. 2. Name of person to contact if there are any questions. 3. Your merchant number. 4. Serial number of the Terminal (found on the underside of the Terminal). Please maintain proof of delivery documents for your records, and the serial number from the bottom of the Terminal. Rental fees may be continued until equipment is returned Security Interest; Financing Statements. You hereby grant to us a security interest in (a) all Purchased Equipment and the related Software to secure payment of the purchase price, and (b) all Rental Equipment and the related Software to secure payment of the monthly payments therefore and authorize us to register financing statements with respect to the Equipment and the Software in accordance with the applicable Personal Property Security Act, signed only by us or signed by us as your attorney-in-fact Software License. Anything in this Equipment Agreement to the contrary notwithstanding, we retain all ownership and copyright interest in and to all software, computer programs, related documentation, technology, know-how and processes embodied in or provided in connection with the Equipment (collectively Software ), and you shall have only a nonexclusive license to use the Software in your operation of the Equipment. You shall not reverse engineer, disassemble or decompile the Software. You shall not give any third party access to the Software without our prior written consent. Your obligations under this Section 15.8 shall survive the termination of this Equipment Agreement Limitation on Liability. Our liability arising out of or in any way connected with the Equipment shall not exceed the purchase price or prior twelve-month s rent, as applicable, paid to us for the particular Equipment involved. In no event shall we be liable for any indirect, incidental, special or consequential damages. The remedies available to you under this Equipment Agreement will be your sole and exclusive remedies Indemnification. You shall indemnify and hold us harmless from and against any and all losses, liabilities, damages and expenses, resulting from (a) the purchase, delivery, installation, acceptance,

14 rejection, ownership, leasing, possession, use, operation, condition, liens against, or return of the Equipment, or (b) any breach by you of any of your obligations hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct Default; Remedies. (a) If any debit of your Current Account initiated by us for rent and/or other charges due hereunder is rejected when due, or if you otherwise fail to pay us any amounts due hereunder when due, or if you default in any material respect in the performance or observance of any obligation or provision in this Equipment Agreement, or if any other default occurs under the Merchant Agreement, any such event shall be a default hereunder. (b) Upon the occurrence of any default, we may at our option, effective immediately without notice, either: (i) terminate the period of rental and our future obligations under this Equipment Agreement, repossess the Equipment and proceed in any lawful manner against you for collection of all charges that have accrued and are due and payable, in which case this Equipment Agreement shall terminate as soon as your obligations to us are satisfied, or (ii) accelerate and declare immediately due and payable all monthly rental charges for the remainder of the applicable rental period and proceed in any lawful manner to obtain satisfaction of the same. In either case, you shall be responsible for court costs and legal fees on a solicitor and own client basis incurred by or on behalf of us, as well as applicable shipping, repairing and refurbishing costs Assignment. Subject to the following provisions, this Equipment Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. You may not assign or transfer this Equipment Agreement, by operation of law or otherwise, without our prior written consent. For purposes of this Equipment Agreement, any transfer of voting control of you or your parent shall be considered an assignment or transfer hereof. We may assign or transfer this Equipment Agreement and our rights and obligations hereunder, in whole or in part, to any third party without the necessity of obtaining your consent. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff or any other officer of a court, or other person charged with taking custody of a party s assets or business, shall have any right to continue or to assume or to assign this Equipment Agreement Governing Law; Miscellaneous. This Equipment Agreement is being entered into in connection with the Merchant Agreement and shall be governed by and will be construed in accordance with the laws of the Province of Ontario (without applying its conflicts of laws principles), except that Section shall be governed by the Ontario Arbitration Act. If any part of this Equipment Agreement is not enforceable, the remaining provisions will remain valid and enforceable. In performing their obligations under this Equipment Agreement, each party agrees to comply with all laws and regulations applicable to it Dispute Resolution and Arbitration. If the parties disagree as to any matter governed by this Equipment Agreement, the parties shall promptly consult with one another in an effort to resolve the disagreement. If such effort is unsuccessful, any controversy or claim arising out of or relating to this Equipment Agreement, or the breach thereof, shall be settled by arbitration in accordance such arbitration laws as may be applicable and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the right to render equitable, as well as other, awards and relief Notices. All notices must be in writing, and shall be given (a) if sent by mail, when received, and (b) if sent by courier, when delivered: if to you at the address appearing in your MPA, and if to us at 380 Wellington Street, 15th Floor, London, Ontario N6A 5B5. CSI Choice of Law; Venue; Waiver of Jury Trial Choice of Law. Unless permitted by law, this Merchant Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein (without regard to its choice of law provisions) Venue. Unless otherwise agreed to by the parties, the exclusive venue for any actions or claims arising under or related to this Merchant Agreement shall be in the courts of the Province of Ontario Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 17. Other Terms Force Majeure. No party shall be liable for any default or delay in the performance of its obligations under this Merchant Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire, flood, elements of nature or other acts of God; (ii) any outbreak or escalation of hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the other party or any government authority; (iv) any labour disputes (whether or not employees demands are reasonable or within the party s power to satisfy); or (v) the nonperformance by a third party for any similar cause beyond the reasonable control of such party, including without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable Compliance with Laws. In performing its obligations under this Merchant Agreement, each party agrees to comply with all laws and regulations applicable to it All payments required to be made hereunder shall be made in Canadian dollars. Any amounts payable under this Merchant Agreement, which are stated in U.S. dollars shall be converted by us based on the Conversion Rate on the processing date. The Conversion Rate shall be the daily currency conversion factor provided by the relevant Associations Notices. Except as otherwise specifically provided, all notices and other communications required or permitted hereunder (other than those involving normal operational matters relating to the processing of Card or Debit Card transactions) shall be in writing, shall be sent by mail, courier or facsimile (facsimile notices shall be confirmed in writing by courier), if to you at your address appearing in the MPA and if to us at our address appearing on the Additional Important Information page, with a copy to Attention: General Counsel s Office, First Data International, 6200 South Quebec Street, Suite 270-A, Greenwood Village, Colorado, 80111, USA, and shall be deemed to have been given (i) if sent by mail or courier, when received, and (ii) if sent by facsimile machine, when the courier confirmation copy is actually received. Notice given in any other manner shall be effective when actually received Headings. The headings contained in this Merchant Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provision of this Merchant Agreement Severability. The parties intend every provision of this Merchant Agreement to be severable. If any part of this Merchant Agreement is not enforceable, the remaining provisions shall remain valid and enforceable Entire Merchant Agreement; Waiver. This Merchant Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof, and supersedes any previous agreements and understandings. A party s waiver of a breach of any term or condition of this Merchant Agreement shall not be deemed

15 a waiver of any subsequent breach of the same or another term or condition Amendment. We may modify any provision of this Merchant Agreement by providing written notice to you. You may choose not to accept the requirements of any such change by terminating the Merchant Agreement within thirty (30) days of receiving notice. If you choose to do so, notify us that you are terminating for this reason so that we may waive any early termination fee that might otherwise apply. For purposes of this section, an electronic or click-wrap notice intended to modify or amend this Merchant Agreement and which you check I Accept or I Agree or otherwise accept through an electronic process, shall constitute, a writing as required herein Association Rules. The parties acknowledge that the MasterCard and Visa Association Rules give MasterCard and Visa certain rights to require termination or modification of this Merchant Agreement with respect to transactions involving MasterCard and Visa Cards and the MasterCard and Visa Card systems and to investigate you. The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf, may have similar rights under their applicable rules and regulations with respect to this Merchant Agreement s applicability to transactions involving such other Cards This Merchant Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Merchant Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Merchant Agreement We may retain a copy of this Merchant Agreement in a form that is a reproduction made by any photostatic, photographic, microfilming or other process that reproduces an exact copy hereof ( Copy ). You acknowledge and agree that we may destroy the original and rely on such Copy as though it were the original The parties hereby confirm their express wish that this Merchant Agreement and any documents and notices related thereto be drawn up in English and declare themselves to be satisfied therewith, the whole, however, without prejudice to any documents which may from time to time, be drawn up in French and English. Par les présentes, les parties confirment qu elles souhaitent expressément que cette convention et tous les documents et avis connexe soient rédigés en anglais; elles s en déclarent satisfaites sans préjudice, toutefois, à tout document ou avis qui pourrait, de temps à autre, être rédigé à la fois en français et en anglais. CSI

16 18.1. Pre-Authorized Payment Plan Automatic Debit Program You hereby authorizes Home Trust Company and First Data Canada Loan Company, Canada ( First Data Canada ) to draw on your Account as specified in the MPA (the Current Account ) which is designated to receive provisional funding of Client s Card sales pursuant to the Merchant Agreement for the purpose of paying all regular payments and all other amounts owing by you to Home Trust Company and First Data Canada pursuant to the terms of the Merchant Agreement, including late charges, fines, fees, penalties, and all other amounts owing in the event of a default by you under the Merchant Agreement, and paying all amounts owing under any other agreement with Home Trust Company and First Data Canada or any of our Affiliates for any related services (the PAD Authorization ). In particular, you further agree that if any payment is dishonoured by your Financial Institution for any reason, then Home Trust Company and First Data Canada shall be entitled to issue another debit in substitution for the dishonoured debit until the debit is honoured. You acknowledge that this PAD Authorization is provided for the benefit of Home Trust Company and First Data Canada, and your Financial Institution, and is provided in consideration of your Financial Institution agreeing to process all debits against your Current Account in accordance with the Rules of the Canadian Payments Association. You shall be charged a fee plus applicable tax for each credit and debit, which can not be processed, and all subsequent funding may be suspended until you either (i) notify Home Trust Company and First Data Canada that credits and debits can be processed or (ii) a, new Authorization is signed by you. Your Financial Institution must be able to process or accept credits and debits electronically. You agree to inform Home Trust Company and First Data Canada in writing, of any change in the Current Account information in sufficient time for the processing of the next scheduled debit. This PAD Authorization applies only to the method of payment and does not have any bearing on the contractual obligations between Home Trust Company and First Data Canada and you under the Merchant Agreement. The Financial Institution s treatment of each debit shall be the same as if you had issued its cheque authorizing the Financial Institution to pay as indicated and to debit the amount specified to your account. You confirm that this means, in part, that your Financial Institution is not required to verify that a pre-authorized debit has been issued in accordance with your instructions or that some pre-condition to payment has been met or satisfied. You understand that you may only seek reimbursement of amounts paid to Home Trust Company and First Data Canada under this PAD Authorization if (i) such amounts were not drawn in accordance with this PAD Authorization; or (ii) the amounts were paid after cancellation of this PAD Authorization. To dispute a debit for one of these two reasons, you agree to contact the Financial Institution for instructions on how to proceed. This PAD Authorization may be cancelled at any time by written notice by you to Home Trust Company and First Data Canada which notice shall be effective five (5) business days after receipt. This PAD Authorization may be discontinued at any time by Home Trust Company and First Data Canada without notice. Delivery of this PAD Authorization, to Home Trust Company and First Data Canada, constitutes delivery by you to the Financial Institution. You confirm that the debits authorized hereunder are for business purposes. You hereby waive the right to receive any notice, written or otherwise, from Home Trust Company and First Data Canada of the amount to be debited and the date(s) on which such debits are to be processed, as well as notice of any and all future changes to the amounts or payment dates. You acknowledge your understanding, acceptance and participation in the Automatic Debit Program. You consent to the disclosure of any relevant personal information contained in the MPA, the Merchant Agreement and this PAD Authorization to the Financial Institution for purposes of the Automatic Debit Program. 18. ADDITIONAL IMPORTANT INFORMATION CSI Additional Fees and Early Termination The Merchant Discount Rates for MasterCard and Visa as shown on your fee schedule are based on the assumption that your Credit Card transactions will qualify at the Anticipated Interchange Levels associated with your account. If a transaction fails to qualify for your Anticipated Interchange Levels, you will be billed a Non-Qualified Interchange Fee, plus a Non- Qualified Surcharge for each such non-qualifying transaction (see Sections 5.1 and 19 in the General Terms). Your initial MasterCard and Visa rates are stated on your MPA and may be adjusted from time to time including, to reflect: a. Any increases or decreases in the interchange and/or assessment portion of the Discount Rate, b. The appropriate interchange level as is consistent with the qualifying criteria of each transaction submitted by you, and c. Increases in any applicable sales or telecommunications charges or taxes levied by any province, federal or local authority related to the delivery of the services provided by Home Trust Company, Cardsolve and First Data Canada when such costs are included in the Discount Rate, Service or other fixed fees. Your initial IDP rates are stated on your MPA and may be adjusted from time to time including, without limiting the generality of the foregoing, to reflect increases in any applicable sales or telecommunications charges or taxes levied by any provincial, federal or local authority related to the delivery of Services provided by Home Trust Company, Cardsolve and First Data Canada when such costs are included in the amount charged by us for processing your IDP transactions. A Monthly Minimum Processing Fee will be calculated beginning the next month after the date your MPA is approved. You warrant and guarantee that all persons whose signatures are required to sign the Current Account have signed the MPA. If you rent or lease a POS Terminal or any other equipment from Home Trust Company, Cardsolve and First Data Canada or any of its Affiliates, a monthly rental fee or lease payment, as applicable, will be charged each month, plus applicable taxes. You may also be charged for actual shipping fees for any POS Terminal or equipment purchased, rented or leased from Home Trust Company, Cardsolve and First Data Canada or any of its Affiliates. A monthly POS Maintenance Fee may be charged by Home Trust Company, Cardsolve and First Data Canada to service the equipment leased or purchased. The parties further agree and acknowledge that, in addition to any remedies contained herein or otherwise available under applicable law and, if (a) You breach this Merchant Agreement by improperly terminating it prior to the expiration of the applicable term of the Merchant Agreement, or (b) this Merchant Agreement is terminated prior to the expiration of the applicable term of the Merchant Agreement due to an Event of Default, then Home Trust Company and First Data Canada will suffer a substantial injury that is difficult or impossible to accurately estimate. Accordingly, in an effort to liquidate in advance the sum that should represent such damages, the parties have agreed that the amount calculated in the manner specified on the Service Fee Schedule is a reasonable pre-estimate of Home Trust Company and First Data Canada s probable loss. Such amount shall be paid to Home Trust Company and First Data Canada s within 15 days after your receipt of Home Trust Company and First Data Canada s calculation of the amount due. ALL FEES PROVIDED FOR IN THIS PROGRAM GUIDE ARE EXCLU- SIVE OF APPLICABLE TAXES.

17 CardSolve International, Inc. 380 Wellington Street 15th Floor London, ON. N6A 5B Home Trust Company: 145 King Street West Suite 2300 Toronto, Ontario M5H 1J8 First Data Canada Loan Company, Canada 2630 Skymark Avenue, Suite 500 Mississauga, Ontario L4W 5A Address For Notices Important Phone Numbers: Customer Service: Authorizations: For POS Technical Help Desk: Complaints All Complaints in respect of First Data Canada shall be directed to First Data Canada at the address provided in Section 18.3 above. All complaints in respect of FIRST DATA CANADA shall be directed to FIRST DATA CANADA, attention Chief Financial Officer, 2630 Skymark Avenue, Suite 500, Mississauga, Ontario, L4W 5A4 Any unresolved complaints should be forwarded to the respective Cardsolve or First Data Loan Company, Canada s Chief Compliance Officer. If the complaint remains unresolved, you have the right to refer your dispute to the Canadian Banking Ombudsman Inc., a third party dispute resolution agency at the address below: Ombudsman For Banking Services and Investments P.O. Box 896 Station Adelaide Toronto, ON, MSC 2K3 Also, pursuant to the Co-operative Credit Associations Act, if you have a complaint in respect of a deposit account, a payment, credit or charge card, or the disclosure of or manner of calculating the cost of borrowing in respect of a loan the complaint may be communicated in writing to: Financial Consumer Agency of Canada 6th Floor, Enterprise Building 427 Laurier Ave.West Ottawa, Ontario, KIR 1B9 CSI

18 As used in this Program Guide, the following terms mean as follows: Account Information Security Program ( AISP ): A Visa International Program to protect Cardholder data. It applies to processed or stored Cardholder data as a result of internet/ mail/ telephone acceptance of Visa Card account information. Affiliate: One body corporate is an Affiliate of another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person. A body corporate is controlled by another person or by two or more bodies corporate if (a) voting securities of the first mentioned body corporate carrying more than fifty (50) percent of the votes for the election of directors are held, other than by way of security only, by and for the benefit of such other bodies corporate; and (b) the votes carried by such securities are sufficient, if exercised, to elect a majority of the board of directors of the first-mentioned body corporate. Arbitration: A process where the Associations (Visa and MasterCard) determine financial liability between Acquirer and Issuer after Pre-Arbitration process has not been agreed upon between members. Association: Any entity formed to administer and promote Cards, including without limitation, Interac Association, MasterCard International Incorporated and Visa Canada/ or Visa International, and any other entity as specified on the Schedules to this Merchant Agreement. Association Rules: The rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Association. Authorization: Approval by, or on behalf of, the Card or Debit Card Issuer to validate a transaction for a merchant. For Credit Card transactions, an Authorization indicates only the availability of the Cardholder s credit limit at the time the Authorization is requested. Authorization Approval Code: A number issued to a participating merchant by the Voice Authorization Centre, which confirms the Authorization for a sale or service. Authorization Centre: A department that electronically communicates a merchant s request for Authorization on Credit Card transactions to the Cardholder s financial institution and transmits such Authorization to the merchant via electronic equipment or by voice Authorization. Batch: A single Submission to us of a group of transactions (sales and credits) for Settlement. A Batch usually represents a day s worth of transactions. Business Day: A day (other than Saturday or Sunday or statutory holiday in the Province of Ontario) on which Home Trust Company is open for business. Card: Means collectively a Credit Card and Debit Card or either of them, as the context requires. Cardholder: Means the individual whose name is embossed on a Card and any authorized user of such Card. Card Issuer: The financial institution that issues a Card to an individual. CardSolve: Means CardSolve International, Inc. Card Validation Value Codes: A three-digit value printed in the signature panel of most Cards and a four-digit value printed on the front of an American Express Card. Visa s Card Validation Code is known as CVV2; MasterCard s Card Validation Code is known as CVC2. Card Validation Codes are used to deter fraudulent use of an account number in a non-face-to-face environment (for example, mail orders, telephone orders and Internet orders). CGI: Means CGI Information Systems and Management Consultants Inc. Chargeback: The procedure by which a Sales Draft or other indicia of a Card transaction (or disputed portion thereof) is returned to us or the Issuer. Client is responsible for reimbursing us for all Chargebacks. Client: The party identified as Client on the MPA. The words merchant, you and your refer to Client. Code 10 Authorization: Means an Authorization through the Authorization Centre at that alerts the Authorization Centre that a transaction is suspicious or fraudulent. Credit: A refund or price adjustment given for a previous purchase transaction. Credit Card: A valid Card bearing the service mark of Visa or MasterCard and, to the extent the Schedules so provide, a valid Card issued by any other Association specified on such Schedules. Credit Draft: A document evidencing the return of merchandise by a Cardholder to a Client, or other refund made by the Client to the Cardholder. 19. Definitions CSI Current Account: An account at an approved Canadian financial institution designated by you as the account to be debited and credited by Home Trust Company for Credit and Debit Card transactions, fees, Chargebacks (in the case of Credit Cards), and other amounts due under the Merchant Agreement or in connection with the Merchant Agreement (including, without limiting the generality of the foregoing, fines, penalties and legal fees). Customer Service: Our Customer Service centre, which can be contacted at the telephone number provided in the General Terms, Section 18.3 of this Merchant Agreement. Data: Means a representation of facts, concepts or computer instructions in a formalized manner suitable for communication, interpretation or processing. Debit Card: Means any valid Card, which provides access to the IDP Service. Debit Cardholder: The individual whose name is embossed on a Debit Card and any authorized user of such Debit Card. Debit Card Issuer: Means the entity that issues the Debit Card used to initiate transactions through the POS Terminal. Designated Settlement Agent (DSA): An agent chosen to perform Settlement for Debit Card transactions. Dial-Up Terminal: An Authorization device, which, like a telephone, dials an Authorization Centre for validation of transactions. Direct Connector: Means an Interac Association member that connects directly to a service offered by the Interac Association through special software provided by the Interac Association and resident in their host computers. Electronic Data Capture (EDC): A process, which allows a merchant s Dial- Up Terminal to receive Authorization and capture transactions, and electronically transmit them to a Card processor. This eliminates the need to submit paper for processing. Financial Institution: Financial Institution identified on the MPA by you. First Data Canada (FDLCC): First Data Loan Company Canada. General Terms: A section of the Program Guide, including any amendments of modifications. Gross: When referred to in connection with transaction amounts or fees, refers to the total amount of Card sales, without set-off for any refunds or Credits. Home Trust Company: Means the Acquirer for your Visa transactions and is a member of Visa Canada and Visa International. Imprinter: A manual or electric machine used to physically imprint the merchant s name and ID number as well as the Cardholder s name and Card number on Sales Drafts. Interac Association (or Interac): Means the association of financial and nonfinancial organizations that provides the technical capabilities and capacities, and establishes operating rules and regulations for the national network services of shared cash dispensing and the IDP Service. Interac Direct Payment (or IDP) Service: Means the service which allows customers to pay for goods and services by debiting money directly from their accounts using a POS Terminal with PIN verification. Interac Network: Means an interactive data communications network used by members of the Interac Association for electronic interchange of messages and for transactions. Interac Requirements: Means the Memorandum of Association of the Interac Association, and all by-laws, regulations, directions, policies, guidelines, directives and conditions of the Interac Association, as may be amended from time to time. IDP Interchange Fee: Means the per transaction fee, paid by one Interac member to another, as described in Schedule A to the Interac Association By-Law. As of the date of this Merchant Agreement, for IDP Service, this fee is currently set at $0.00. Interchange: Means the exchange of transaction data between the Acquiring and Issuers. Interchange Fees: Means fees established by the Associations and paid by the Acquiring Bank to the Issuer to compensate for transaction-related costs. Issuer: The financial institution, which has issued a MasterCard or Visa Card or any other Card. IVR: Stands for Interactive Voice Response and refers to the system that allows manual Merchants to authorize and deposit Credit Card transactions through a touch-tone phone.

19 Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit Card or Debit Card. The magnetic stripe contains essential Cardholder or Debit Cardholder and account information. MasterCard: MasterCard International, Inc. Media: The documentation of monetary transactions (that is, Sales Drafts, Credit Drafts, computer printouts, etc.) Member Controller Authorization Service (MCAS): The approved Authorization source for the appropriate Bank Card type that provided responses indicating if the Cardholder account is on the exception file. Merchant Account Number (Merchant Account): An account at FIRST DATA CANADA maintained on behalf of client for accounting and billing purposes. Merchant Agreement: The agreements between you, Home Trust Company, CardSolve contained in the MPA, Program Guide and the Schedules and documents incorporated therein, each as amended, modified, supplemented or replaced from time to time, which collectively constitute the agreement between the parties. Merchant Discount Rate: The amount charged to a merchant for processing its qualifying daily Credit Card transactions. Transactions that fail to meet the applicable interchange requirements may be charged additional amounts as set forth in the General Terms, Section 5.1, of this Merchant Agreement. Merchant Identification Card: A metal or plastic embossed Card supplied to each merchant to be used for imprinting information to be submitted with each Batch of paper Sales Drafts. Embossed data includes merchant name, Merchant Number, city, province and may include service entitlement number, chequing account number, merchant ID code and Terminal number. Merchant Number: A number that numerically identifies each merchant to the processor for accounting and billing purposes. Merchant Processing Application (MPA): The application executed by Client, Home Trust Company, Cardsolve and First Data Canada, which is one of the documents comprising the Merchant Agreement. Non-Qualified Interchange Fee: The difference between the Interchange Fee associated with the Anticipated Interchange Level and the Interchange Fee associated with the more costly Interchange Level at which the transaction was actually processed. Non-Qualified Surcharge: A surcharge applied to any transaction that fails to qualify for the Anticipated Interchange Level and is therefore downgraded to a more costly interchange level. The Non-Qualified Surcharge (the amount of which is set forth on the Service Fee Schedule) is in addition to the Non- Qualified Interchange Fee, which is also your responsibility (see above and Section 5.1 of the General Terms). Operating Procedures: Means the then-current manual prepared by us, containing operational procedures, instructions and other directives relating to Credit Card and Debit Card transactions. The current Operating Procedures are set forth in the Program Guide as Exhibit B. In respect of Debit Card transactions, other relevant procedures and instructions are set forth in the General Terms, Section 14 of the Program Guide. PAD Authorization: The Authorization to debit your Current Account contained in the MPA and in the General Terms, Sections 5.8 and 18.1 of the Program Guide. PAN Truncation: Means only the last four (4) digits the complete account number must appear on the Merchant and Cardholder s copy of a Sales or Credit Draft. The Cardholder s account number must be masked. This is known as PAN Truncation. PIN: Means a confidential personal identification number issued by a bank, a bank sponsored Financial Institution or other Debit Card issuing Financial Institution, for sole use by the Debit Cardholder in conjunction with the Debit Cardholder s Debit Card to authenticate the Debit Cardholder s instructions for Debit Card transactions at your POS Terminal. PINPAD: Is the device, attached to your terminal, into which a Cardholder enters a PIN to verify the identity of the Cardholder. Point of Sale (POS) Terminal: A device placed in a merchant location which is connected to our system via telephone lines and is designed to authorize, record and/or settle data by electronic means for all sales transactions with merchant. POS: Means point of sale. POS Quick Reference Guide: Means the manual provided with your POS Terminal containing operational procedures, instructions and other directions relating to transactions. POS Technical Help Desk: Our POS Technical Help Desk Centre which can be contacted at the telephone number provided in the General Terms, Section 18.3 of this Merchant Agreement. Pre-Arbitration: The process used to determine responsibility for a chargeback-related dispute between the Acquirer and Issuer, prior to submitting an Arbitration to the Associations. Pre-Authorization: Pre-Authorization is used primarily in situations where the Cardholder wants to obtain advance approval or verification that sufficient funds are available to make a subsequent purchase. Processor: The entity identified on the MPA which provides certain services under this Merchant Agreement. Program Guide: The booklet, which contains Operating Procedures and the General Terms, which together with the Merchant Processing Application and the Schedules thereto and the documents incorporated therein, constitute the Merchant Agreement with us. Recurring Payment Indicator: A value used to identify transactions for which a customer provides permission to a merchant to bill the customer s Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services. Referral: The message received from an Issuer when an attempt for Authorization requires a call to the Voice Authorization Centre or Voice Response Unit (VRU). Reserve Account: A fund established and managed by us to protect against actual or contingent liability arising from Chargebacks, adjustments, fees and other charges due to or incurred by us. Retrieval Request/Transaction Documentation Request: A request for documentation related to a Card transaction such as a copy of a Sales Draft or other transaction source documents. Sales/Credit Summary: The identifying form used by a paper Submission merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day s work). Not a Batch header, which is used by electronic merchants. Sales Draft: Evidence of a purchase of goods or services by a Cardholder from Client using a Credit Card, regardless of whether the form of such evidence is in paper, electronic or otherwise, all of which must conform to relevant Association Rules. Schedules: The attachments, addenda and other documents, including revisions thereto, which may be incorporated into and made part of this Merchant Agreement. Services: The activities undertaken by us to authorize, process and settle all Canadian Dollar denominated Credit Card and Debit Card transactions undertaken by Credit and Debit Cardholders in Canada, and all other activities necessary for us to perform the functions required by this Merchant Agreement for all other Credit and Debit Cards covered by this Merchant Agreement. Settlement: Means the crediting and debiting of accounts between Financial Institutions through the Canadian Payments Association. Submission: The process of electronically sending Batches to us for processing. Summary Adjustment: An adjustment to your Submission and/or Current Account in order to correct errors. (See Exhibit B, Sections 10.3 and 10.4). T & E (Travel and Entertainment): A business engaged in travel and/or entertainment services (for example, car rentals, hotels, motels, etc.) or a restaurant business, and engaged in the practice of Pre-Authorization. Terminal: A device placed in a merchant location, which is connected to our system via telephone lines and is designed to authorize, record and/or settle data by electronic means for all sales transactions with merchant. Terminal Provider: The entity, which provides your (POS) Terminal. Transaction Fees: Service costs charged to a merchant on a per transaction basis. Us, We, Our: Home Trust Company, Cardsolve, First Data Loan Company, Canada and CGI. Visa: Visa Canada/or Visa International Voice Authorization Centre: A department that electronically communicates a merchant s request for Authorization on Credit Card transactions to the Card Issuer and transmits such Authorization to the merchant via electronic equipment or by Voice Authorization. VRU: Means Voice Response Unit and refers to the system that allows Credit Card Authorization through a touch-tone telephone. You, Your: See Client. CSI

20 This Equipment Lease Agreement ( Lease Agreement ) is being entered into by and between First Data Global Leasing, a division of First Data Acquisition Corp. and the Client identified on the signature panel of the application page of the Merchant Agreement ( MPA ) (in such capacity, Client is referred to as the Lessee ). In this Lease Agreement, the words we, our and us refer to First Data Global Leasing, and its Affiliates, successors and assigns and the words you and your refer to Lessee and its permitted successors and assigns. All capitalized terms used in this Equipment Lease Agreement and not otherwise defined shall have the same meaning herein as contained in the Program Guide which accompanies this Equipment Lease Agreement. 1. Equipment. We agree to lease to you and you agree to lease from us the equipment identified on the MPA or such other comparable equipment we provide you (the Equipment ), according to the terms and conditions of this Lease Agreement. We are providing the Equipment to you as is and make no representations or warranties of any kind as to the suitability of the Equipment for any particular purpose. The term Equipment includes the Equipment initially deployed under this Lease Agreement and/or any additions, replacements, substitutions, or additions thereto. 2. Effective Date; Term and Interim Rent. (a) This Lease Agreement becomes effective on the earlier of the date we deliver any piece of Equipment to you (the Delivery Date ) or the date you sign the MPA. This Lease Agreement remains in effect until all of your obligations and all of our obligations under it have been satisfied. We will arrange for the delivery of the Equipment to the site designated by you. (b) The term of this Lease Agreement begins on a date designated by us after receipt of all required documentation and acceptance by us (the Commencement Date ), and continues for the number of months indicated on the MPA. THIS IS A NON-CANCELABLE LEASE FOR THE TERM INDICATED. (c) You agree to pay an interim lease payment in the amount of onethirtieth (1/30th) of the monthly lease charge for each day from and including the Delivery Date until the date preceding the Commencement Date. YOU ACKNOWLEDGE THAT THE EQUIPMENT AND/ OR SOFT- WARE YOU LEASE UNDER THIS LEASE AGREEMENT MAY NOT BE COMPATIBLE WITH ANOTHER PROCESSOR S SYSTEMS AND THAT WE DO NOT HAVE ANY OBLIGATION TO MAKE SUCH SOFTWARE AND/ OR EQUIPMENT COMPATIBLE IN THE EVENT THAT YOU ELECT TO USE ANOTHER SERVICE PROVIDER. UPON TERMINATION OF YOUR MERCHANT PROCESSING AGREEMENT YOU ACKNOWLEDGE THAT YOU MAY NOT BE ABLE TO USE THE EQUIPMENT AND/OR SOFTWARE LEASED UNDER THIS LEASE AGREEMENT WITH SAID SERVICE PROVIDER. 3. Site Preparation. You will prepare the installation site(s) for the Equipment, including but not limited to the power supply circuits and phone lines, in conformance with the manufacturer s and our specifications and will make the site(s) available to us by the confirmed shipping date. 4. Payment of Amounts Due. (a) The monthly lease charge as set out on the MPA, is due and payable, monthly, in advance. You agree to pay all assessed costs for delivery and installation of the Equipment. (b) In addition to the monthly lease charge, you shall pay, or reimburse us for, amounts equal to any taxes or assessments on or arising out of this Lease Agreement or the Equipment, and related supplies or any services, use or activities hereunder, including without limitation, federal, provincial and local sales, use, good and services value-added, property, privilege and excise tax, tax preparation, compliance expenses, but exclusive, however, of taxes based on our net income. EXHIBIT A EQUIPMENT LEASE AGREEMENT CSI (c) Your lease payments will be due despite dissatisfaction with the Equipment for any reason. (d) Whenever any payment is not made by you in full when due, you shall pay us as a late charge in an amount equal to ten percent of the amount due but no less than $10.00 for each month during which it remains unpaid plus any applicable taxes (prorated for any partial month), but in no event more than the maximum amount permitted by law. You shall also pay us an administrative charge of $25.00 plus goods and services tax for any debit we attempt to make against your Current Account that is rejected. 5. Use and Return of Equipment; Insurance. (a) You shall cause the Equipment to be operated by competent and qualified personnel in accordance with any operating instructions furnished by us, or the manufacturer. You shall maintain the Equipment in good operating condition and protect it from deterioration, normal wear and tear excepted. (b) You shall not permit any physical alteration or modification of the Equipment, or change the installation site of the Equipment, without our prior written consent. (c) You shall not create, incur, assume or allow to exist any consensually or judicially imposed liens or encumbrances on, or part with possession of, or sublease the Equipment without our prior written consent. (d) You shall comply with all governmental laws, rules and regulations relating to the use of the Equipment. You are also responsible for obtaining all permits required to operate the Equipment at your facility. (e) We or our representatives may, at any time, enter your premises for purposes of inspecting, examining or repairing the Equipment. (f) The Equipment shall remain our personal property and shall not under any circumstances be considered to be a fixture affixed to your real estate. You shall permit us to affix suitable labels or stencils to the Equipment evidencing our ownership. (g) You shall keep the Equipment adequately insured against loss by fire, theft, and all other hazards. The loss, destruction, theft or damage of or to the Equipment shall not relieve you from your obligation to pay the full purchase price or lease payable hereunder. (h) You shall provide proof of insurance. The loss, destruction, theft or damage of or to the Equipment shall not relieve you from your obligation to pay the full purchase price or lease payments due hereunder. 6. Title to Equipment. We shall at all times retain title to the Equipment. You agree to execute and deliver to us any statement or instrument that we may request to confirm or evidence our ownership of the Equipment, and you irrevocably appoint us as your attorney-in-fact to execute and file the same in your name and on your behalf. If a court determines that the leasing transaction contemplated by this Lease Agreement creates a security interest for the purposes of any personal property security legislation of any province, then you hereby grant us a first lien security interest on the Equipment as of the date of this Lease Agreement, and you will execute such further documentation as we may request to evidence such security interest. 7. Return or Purchase of Equipment at End of Lease Period. (a) 10% FMV Lease: Upon the completion of your lease term or any extension thereof, you will have the option to (a) return the Equipment to us, or (b) purchase the Equipment from us for the lesser of fair market value at the time (as determined in good faith by us) or an amount equal to 10% of the total lease payments under this Lease Agreement with respect to each item of Equipment plus any applicable taxes. If you wish to purchase the Equipment from us, you must give notice to us in writing prior