User Agreement

Paystone Technologies Corporation User Agreement

In consideration of the covenants, agreements, representations and warranties set forth below the Parties identified and described below agree as follows.

1. Provisions Included By Reference

The "Agreement" or "User Agreement" means the provisions, terms and conditions included in the sections set out in the Agreement and those included and incorporated by reference.

The Agreement includes and incorporates by reference: amendments made to the Agreement; schedules, appendices, attachments and policies referred to in any part of the Agreement; other agreements between Paystone and other parties to this Agreement when that agreement states that it is incorporated into this Agreement; instructions given by Paystone users to Paystone for the transfer of funds into, within or out of a Paystone Account when Paystone agrees to carry out those instructions; specified information, representations or terms and conditions on the Paystone Website and in other pages and websites that are specifically described, designated or referred to in this Agreement as being part of this Agreement.

We recommend that you access and read all parts of this Agreement including those included by reference because they may contain additional terms and conditions that apply to the Parties to this Agreement.

2. Application of Agreement By Jurisdiction

This Agreement (the "Agreement" or "User Agreement") applies to, protects and binds Paystone and all persons and entities that are registered in accordance with the requirements of and that are party to this Agreement and authorized to use Paystone Services as those services are defined in this Agreement. No other general, jurisdiction-specific, service-specific or user-specific agreements exist, but this Agreement may state that certain of its provisions only apply to or do not apply to specific users, services or jurisdictions.

3. Parties To Agreement

This Agreement is between you and Paystone.

In this Agreement the terms "You", "Your", "User" or "Users" refer to the person or entity authorized by Paystone to use the Services defined in this Agreement and anyone else authorized by that person or entity to use the Services or exercise control over their funds. Paystone may, in its sole and absolute discretion and for the purposes of providing and administering the Services, establish different classes, groups or categories of Users.

In this Agreement the terms "We", "Our", "Us" and "Paystone" refer to Paystone (Canada) Corp.

4. The Services or Paystone Services

In this Agreement, the terms "the Service", "the Services", "Paystone Service" or "Paystone Services" are used interchangeably to refer to the various products and services described and defined in this Agreement. You acknowledge that Paystone only provides the Services so described and defined.

5. Legal Relationship Between Parties To Agreement

When you register for or use the Services, you appoint and authorize Paystone to act on your behalf as your agent to provide certain and specific Services in accordance with your instructions and subject to this Agreement. Specific references to this agency relationship are set out in the Services section of this Agreement.

You also acknowledge that Paystone is not acting as a trustee and that no trust, partnership, joint venture, creditor-debtor, employee-employer or franchise relationship is intended or created by this Agreement.

6. Other Paystone Companies and Third Party Service Providers

In order to provide the Services, Paystone companies that are party to this Agreement may utilize the services of their subsidiaries, affiliates, directors, officers, employees, contractors and agents or third party service providers. Such parties are not party to this Agreement and therefore this Agreement does not directly apply to, encumber or bind them. Such parties are not, unless it is otherwise expressly stated by or agreed to by Paystone in this Agreement or any other manner, acting as agents of Paystone. Any liability that Paystone may incur in relation to the actions of such parties is limited by this Agreement.

7. Legal Relationship Between Parties and Non-Parties, Related Terms and Conditions

Persons and entities that have not registered for the Services, but that transfer money to or place money into a Paystone Account, receive a notice that a payment has been sent to them through the Service, receive payments through the Services or use other elements of the Service are not party to this Agreement and therefore this Agreement does not create any form of legal agreement with them or apply to or benefit them in any way. Paystone is not appointed to act and will not accept any appointment to act on behalf of any such parties as agent.

For regulatory compliance purposes, you may be required to assist Paystone with the identification of these other parties and with associated transaction records. This Agreement and section can only be modified in accordance with the amendment provisions of this Agreement.

8. Read Agreement, Acceptance of Agreement

You only become able to use the Paystone Service after you have completed the registration process, been registered and accepted this Agreement. Prior to accepting this Agreement you should read it in its entirety, but even if you do not it will be legally binding on you if you accept it, register as a Paystone member and use Paystone Services.

Paystone may, in its sole and absolute discretion and for the purposes of providing and administering the Services, establish different methods of registration that apply to different Users or classes, groups or categories of Users.

By clicking "I Accept" or "I Agree" in reference to this Agreement, when using the Service and responding to prompts soliciting your agreement to proceed or continue with any element of the Service or by otherwise communicating your acceptance you: acknowledge that you have reviewed, know and understand the Services and their features and the Service Charges, terms and conditions associated with those services set out in this Agreement; and accept and agree to be bound by the terms and conditions of this legally binding Agreement between you and us.

9. Copy of Agreement

When you accept this Agreement or subsequently use the Service, you may print or download a copy of the Agreement, any portion of it and related amendments in the manner set out on the Paystone Website.

10. Registration and Eligibility, Eligibility by Jurisdiction

Before using any Paystone Service you must register with Paystone in accordance with this Agreement. Additional registration, eligibility and use requirements may exist for specific accounts, products and services. Paystone, in its sole discretion, reserves the right to accept or reject any application for registration or to restrict any registered person or entity to receiving limited and specific services.

If you are an individual registering to use the Service you must represent and warrant that you: have reached the age of majority in your jurisdiction of residence; have the legal capacity to enter into this Agreement; and are using your legal name and not another person's name. If you are registering on behalf of a corporation or other entity, you represent and warrant that you have the authority to enter into this Agreement on behalf of such corporation or other entity.

Any person or entity registering to use the Service and who or that uses the Service to receive and accept payment for products and services they may offer for sale, represents and warrants that they: hold all necessary licenses or other rights to engage in the advertising and sale of the goods and services offered; will not violate third party rights in so doing; do not provide goods or services prohibited by this Agreement; and will not use the Service for activity prohibited by this Agreement.

To be eligible for Paystone registration and Services you must be a resident of, have your place of business within and access the Services from an approved country listed or provided on the Paystone Website, during the registration process or in Schedules to this Agreement and not a resident of, have your place of business within or access the Services from a prohibited country similarly listed. You may only register for and use the Services after you have determined and warrant that opening a Paystone Account and using the Services violates no laws in the jurisdiction where you reside, have your place of business or access the Service. You agree that you are solely responsible for such violations if they occur.

11. Registration Information, Information and Privacy Rights Management

For the purposes of this Agreement, your "User Information" includes information you provide to us or other Users at the time of registration or when you use the Services and also transaction, account use and related information that may be generated by your use of the Service and by Paystone operations pursuant to this Agreement.

Before you can be registered with Paystone and authorized by Paystone to use the Services or any specific service, you must provide and agree to provide Paystone with the information it requests and requires in this Agreement, at the time of registration or at the time of a transaction and that it needs to: provide the Service; comply with legal requirements; identify you and other Paystone Users; protect you and other Paystone Users; to protect the integrity and operation of Paystone business and information systems; to assess your or any party's fitness to hold a Paystone Account and use the Service; to assess if a Paystone Account is being used in accordance with this Agreement and legal requirements. You must ensure and warrant that this information is always true, accurate, complete and updated.

When an account is opened or the Service is used or at any time the account remains open, you authorize us to take reasonable measures - directly or through third parties - to identify you and to authenticate, verify and validate your identity and the information provided by you. Such measures may include credit checks (i.e. we may order and review your credit report at the time of registration or any future transaction), third party contacts and review of third party databases. Verifying and authenticating your identity or information provided by you can be difficult and Paystone cannot and does not provide any warranties, guarantees, representations or other assurances to or for you or to or for other Users or any party in relation to such identities and information.

Verifying and authenticating your identity or information provided by you can be difficult and Paystone cannot and does not provide any warranties, guarantees, representations or other assurances to or for you or to or for other Users or any party in relation to such identities and information.

Subject to Paystone's privacy and other business policies, procedures and statements and to ensure Paystone can provide Services to you without violating rights you have in your personal information, you grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensible (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in this information in any media, whether currently known or used or that may arise or be used in future. Paystone has and complies with business policies and procedures that reflect requirements of the laws of various jurisdictions governing or requiring the collection, use and disclosure of personal, corporate, organizational and other information, and these business polices and procedures are, when designated in this Agreement, part of this Agreement. Paystone's Privacy and Personal Information Protection Policies and Statements that appear on the Paystone Website are incorporated as part of this Agreement.

The email address you associate with your account is a key method we use to identify you and to provide the Service, and it must be correct to enable you to use the Service. You agree and warrant that, as long as you are a User, you will maintain access to the Internet and email services and that the email address you register with us is personal, functional, correct and current. Paystone will rely on that email address when it verifies, confirms and completes transactions on your behalf. You accept all risk, liability and consequences of any nature arising directly or indirectly in whole or in part as a result of any failure by You to meet this email requirement.

12. Website

For the purposes of this Agreement and the provision of the Services, the term "the Paystone Website" will in most cases refer to www.paystone.com or any website used by Paystone to provide the Services.

13. Services and Accounts

13.1. Paystone Pooled Account, Your Paystone Account

To provide the Services, Paystone utilizes a "Paystone Pooled Account" or "Paystone Pooled Accounts" that Paystone maintains at one or more Banks. "Bank", in this Agreement, means any financial institution including banks, trust companies and credit unions and "Banks" means more than one such financial institutions. Paystone holds and commingle in such accounts funds credited to you and funds credited to other Users.

Your "Paystone Account" means an electronic or other record kept by Paystone of funds received by it (from you, other Users or other parties) as your agent, credited by it to the Paystone Pooled Account and to your Paystone account minus funds transferred out of, withdrawn from, debited from, sent from or paid out of your Paystone Account by Paystone acting as your agent at your instruction and minus Service Charges charged to you.

13.2. Products and Services

Paystone uses Paystone Pooled Accounts, Your Paystone Account and electronic and other means to transfer money into, within and out of these accounts -in accordance with your instructions - to provide you with Internet-based or other payment processing, money transfer and transmission, card-based or similar and related products and services set out, described and defined in this Agreement ("the Service", "the Services", "Paystone Service" or "Paystone Services").

You acknowledge that Paystone only provides the Services so described and defined.

These Paystone Services may be offered, presented, described and marketed under various business names, product names, trade names or account names. General or specific services may have different functions, features, registration and eligibility requirements, service charges, restrictions or limitations (including account balance and transaction limits) attached to them by this Agreement. They may be used, for business or personal purposes, to purchase goods or services, to receive fund, too send and transmit funds and for other similar uses.

The Services and any specific service are governed by all of the provisions of this Agreement. Additional terms and conditions - including those regarding service charges, account balance and transaction limits or other restrictions or exceptions - may apply to specific services and if they are applied they will be stated in this Agreement or Schedules to this Agreement. Unless otherwise expressly stated, any statements made about these special products and services on the Paystone Website are not included as part of this Agreement.

Paystone may, in its sole and absolute discretion and for the purposes of providing and administering the Services, establish different classes, groups of categories of Services for different Users or classes, groups or categories of Users.

13.3. Paystone Acts As Your Agent

Paystone may act as your agent and act on your behalf - using such methods as Paystone may utilize from time to time - when you: add or pay funds to or load funds into the Paystone Pooled Account and Your Paystone account or onto a Paystone card; obtain funds by debiting a Paystone account; receive funds and payments and ask that they be credited to the Paystone Pooled Account; hold funds in the Paystone Pooled Account and Your Paystone Account until you instruct Paystone what to do with the funds; withdraw funds; transfer funds to third parties; send or transfer funds to designated recipients; or make electronic transfers by any means from your bank account.

13.4. Protection of User Funds

The Paystone Pooled Accounts in which your funds are held along with other User funds are held at Banks insured by the Canada Deposit Insurance Corporation (CDIC), the Federal Deposit Insurance Corporation (FDIC) or similar insurance corporations and programs existing in other jurisdictions.

Given the pooled nature of these accounts, your Paystone Account may not be entitled to the same protection provided to funds in separate bank accounts held in your name. Unless otherwise stated in this Agreement, Paystone makes no representations or warranties regarding such insurance protection for funds held in Paystone Accounts. Similarly, pass through insurance may or may not be available for your funds held in the Paystone Pooled Account.

Paystone will always hold your funds separate from its corporate funds, will not use your funds for its corporate purposes and will not voluntarily make your funds available to its creditors for any purpose.

13.5. Account and Service Security

Paystone takes all reasonable and appropriate security measures to protect the Paystone Pooled Account, Your Paystone Account, the Services and Paystone's business systems. Specific terms and conditions relating to this security applying to you and Paystone are set out in Schedules to this Agreement.

13.6. Management of Funds Upon Termination

If your Paystone Account is terminated, specified provisions, set out in Schedules to this Agreement, apply to the management of your funds after this occurs.

13.7. Foreign Currency Exchange

Subject to exceptions and restrictions set by Paystone in this Agreement and its Schedules or indicated on the Paystone Website, when you open a Paystone Account, you may have funds credited to your Paystone Account in various currencies. In accordance with a list of available currencies and exchange rates set and disclosed by Paystone from time to time, you can then: transfer money from one currency to another; convert and transfer funds between different member accounts in various currencies; or send and receive payments in various currencies. Where currency conversion rates apply to a transaction, you must initiate the conversion process. When you do so, Paystone will display the applicable exchange rate and you will convert the funds.

13.8. No Interest Paid To You On Funds In Account

You will not receive or be entitled to interest or other earnings on funds held in your Paystone Account or that Paystone handles as your agent.

Paystone may, through agreements with Banks or in accordance with generally accepted accounting principles, in lieu of receiving or recording amounts in respect to interest earned as income on funds in Paystone Pooled Accounts, credit or record corresponding amounts as reductions in banking fees or charges or reductions in overhead or other expenses, and you agree that Paystone is entitled to the retain the benefit of such reductions and credits as additional compensation for providing the Services or making the Services available to you.

Additional provisions regarding interest on funds may be found in Schedules to this Agreement or in separate agreements between you and Paystone.

13.9. Security Interest, Right To Set-Off

To secure your performance of this Agreement, you grant to Paystone a lien on and security interest in your account. In addition, you acknowledge that Paystone may setoff against any accounts you own for any obligation you owe Paystone at any time and for any reason allowed by law. These obligations include both secured and unsecured debts and debts you owe individually or together with someone else. Paystone may consider this Agreement as your consent to Paystone's asserting its security interest or exercising its right of setoff should any law require your consent. The rights described in this section are in addition to and apart from any other rights.

14. Paystone ATM Card

Before you are authorized to use a Paystone ATM card or other Paystone financial card service, you must apply for and register separately for that service. Provisions of this Agreement, Schedules to this Agreement and separate cardholder agreements provided to you when the card is issued to you may govern your use of the card-related service. If you accept all such terms and conditions and if your application is accepted and you are authorized to use the service you must activate the card according to the instructions provided.

15. Service Charges

The "Service Charges" attached to various Services and that you agree to pay are set out and displayed on the Paystone Website at the time of registration or when transactions occur and or in this Agreement or in the Schedules to this Agreement. You agree that Paystone can deduct for its own use all such Service Charges from Your Paystone Account as they become due. You further agree to pay any additional reasonable charges for services that you request pursuant to this Agreement and which are not expressly covered by this Agreement.

16. Electronic Communications and Transactions

Subject to laws that otherwise limit or prohibit it, you agree that electronic means will, for the purposes of this Agreement and the Service, satisfy legal and other requirements regarding: provision of the Service; the recording of information, communications or transactions; making payments; creating forms; filing documents; submitting information or valid evidence; retaining documents for a specified period; the notarizing of documents; the need for a seal; the provision of documents or information in a specific form; the need for documents or signatures to be in writing; the need for a document to be in its original form; statements that must be made under oath or solemn affirmation; declarations that information given is true, accurate or complete; witnessing of documents; the need for one or more copies of a document to be submitted; offer and acceptance, communications that can lead to legal relations and contract formation.

Paystone will ensure that the above noted items that are in electronic form will be, where it is required: accessible for subsequent reference and retention (by anyone authorized); the same or substantially the same as the specified non-electronic form; accessible to the person providing it; retained in the format in which it was created, provided or received, or in a format that does not materially change the record; identifies the origin and destination of the record and the date and time when it was sent or received; the subject of reasonable security measures.

If you wish to receive or store the above noted items in a non-electronic format, print the same from the electronic format or contact us through the Paystone Website.

17. Notice and Receipt of Materials

You will be deemed to have received any item or material emailed to you at such the time as the same were e-mailed to you or posted on the Paystone Website, as applicable and if Paystone elects to send any item or material in paper format, you will be considered to have received them no later than 7 business days after they are mailed by regular post to the most current address you have provided to Paystone. You will be deemed to have received or retrieved the above at the times stated whether or not you have actually received or retrieved it them.

18. Amendments

Any part of this Agreement, including all provisions incorporated and included by reference, and any element of the Services or related fees and charges may be amended and changed by Paystone at its sole discretion and at any time without the need for prior notice being provided to you except to the extent notice may be required by law.

These changes and amendments are immediately incorporated into this Agreement and either a new revised Agreement or specific amendments and changes will then be posted on the Paystone Website for a minimum period of 90 days. You are responsible to review such changes and amendments prior to using the Service and you will be deemed to have had notice of changes and amendments at the time of posting. You are deemed to accept and will be bound by changes and amendments posted unless, within 30 days of posting, you notify us via the "Contacts" section of our website that you do not accept the changes and wish to discontinue the Service, and, until such time as Paystone actually has received such notice from you and you have discontinued the Service, you will be bound by such changes and amendments.

19. Intellectual Property

Paystone or its third party licensors own any and all rights, titles and interests in and to the Paystone Website and Services. This includes trade secrets, inventions, patents, information, discoveries, improvements, research materials, software and databases, copyrights, trademarks, trade or brand names and all related logos, product and service names (including the name "Paystone"), styles, content, designs, layouts, scripts, agreements, forms, headers, graphics, icons, colors and characters contained in its website and any other associated intellectual or industrial property rights. You will have no right, title or interest in and to any of the foregoing, and any and all associated goodwill, including any such goodwill that might be deemed to have arisen from your activities, exclusively benefit and belong to Paystone. Any and all rights not expressly granted to Paystone in this Agreement are also reserved for Paystone. You will not, directly or indirectly, contest the validity of any of the rights of Paystone or its third party licensors to exclusive use and ownership of any of the foregoing, and you will not copy, modify or use any part of the foregoing without the prior written permission of Paystone.

20. Limitations On Paystone Liability

The liability that Paystone has for actions that are taken or for events that occur pursuant to this Agreement, and the provision and the Use of the Services is limited by provisions set out in Schedules to this Agreement.

21. Dispute Resolution

Any controversy or claim arising out of or relating to this Agreement or the provision of Services will be settled first by mediation - with a third party mediator jointly appointed by the Parties - and, if necessary, by binding arbitration in accordance with the commercial arbitration rules of the British Columbia International Commercial Arbitration Centre. Any such arbitration will be conducted in Vancouver, British Columbia. Judgment on the arbitration award may be entered in any court with jurisdiction.

Either you or Paystone may seek any interim or preliminary relief - from a court of competent jurisdiction in Vancouver, British Columbia - necessary to protect their rights or property (or those of its agents, suppliers, and contractors) pending the completion of arbitration.

22. Termination, Suspension, Cancellation, Restrictions

This Agreement has no set term. Paystone may, at its sole discretion and at any time for any reason, and after making reasonable attempts to notify you using the information you have provided to us, terminate or suspend this Agreement or any part of it or impose restrictions or limitations on your Paystone Account and your access to and use of Paystone Services.

These actions may include: the closing of any Paystone Account or ATM Card; the canceling, suspension or restriction of access to and use of the Service or any specific service; the suspension of transfers of funds out of any account on the basis of any claim made by a third party; removal and segregation of funds; forfeited accounts and funds (and the loss of the User's title to funds) if they are seized by or forfeited to government authorities; the imposition of any restriction or limitation (including limits on the frequency and amount of individual transactions) deemed necessary; and other similar or related actions.

These actions may be taken if reports, complaints or investigations indicate there has been or there are reasonable grounds to believe there has been or may be: a breach of any term of this Agreement; the violation of any law; excessive complaints or high levels of credit risk associated with a Paystone Account and User; or a decision to discontinue any part of the Service.

If you do not access your Paystone Account or use the Service for a period of three years commencing from the date you register for the Service, your account may be terminated. In addition, prior to such termination, Paystone may charge specific Service Charges for inactive accounts.

You may cancel your use of the Service in whole or in part at any time by notifying us via the Paystone Website or by mail or fax. You may not use closure of your account as a means of evading any investigation that Paystone may undertake. Any aspect of the Service that you have cancelled will be suspended as soon as possible and in any event within three days after we receive, verify and authenticate your notice to cancel the Service or part of it.

If you or Paystone takes these actions you may be required to provide and you agree to provide relevant information related to your Paystone Account. Paystone will use reasonable efforts to investigate its concerns promptly. If there are funds credited to your Paystone account at the time of such an action by you or Paystone those funds will be handled in accordance with the provisions of this Agreement.

23. Governing Law

This Agreement is governed by and interpreted under the laws of the Province of British Columbia, Canada and the laws of Canada that may apply and such laws will be deemed to be the proper law of this Agreement.

24. General

Legal disputes or arbitration provisions and proceedings shall survive any termination or expiration of this Agreement, the bankruptcy of any party and the transfer or assignment of your account.

This Agreement is subject to all applicable federal, provincial and state laws except to the extent this Agreement can and does vary such rules or laws.

If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect.

The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions.

Any express or implied waiver by any party to this Agreement of any default or breach of this Agreement must be in writing and will not constitute a waiver of any other or subsequent default or breach.

You may not assign this Agreement or transfer any rights or obligations you have under this Agreement.

This Agreement is binding upon Paystone's and your heirs, successors and assigns.

This Agreement constitutes the entire agreement between you and Paystone with respect to the subject matter of this Agreement and there are no understandings or agreements relative to this Agreement that are not fully expressed in this Agreement.

25. Schedules

Schedule: Account Use, Management and Restrictions

Schedule: Special Products and Services

Schedule: ATM Card

Schedule: Service Charges

Schedule: Account and Service Security

Schedule: Limitations On Paystone Liability

Schedule: Management of Funds Upon Termination, Suspension, Cancellation, Restriction

Schedule: Account Use, Management and Restrictions General

Final Acceptance

Each time you use the Service you are accepting and agreeing to comply with this Agreement. Your agreement and acceptance of this Agreement and your agreement to a specific transfer or transaction become irreversible after you click "I Accept" or "I Agree" to the final prompt or after you otherwise clearly agree to send, transfer, credit, receive or otherwise act with regard to funds. As soon as you so agree or accept, the action directed will be immediately taken.

No Requirement To Maintain An Account Balance, Insufficient Funds

You are not required to keep funds in your Paystone Account or the Paystone system in order to use the Service. You do have the responsibility to ensure you have sufficient funds in your Paystone Account to fund your: payment; transfer, transmission or sending of funds; or related transaction. If you do not Paystone will not fund it.

Number of Accounts Held Not Restricted

Only one person, entity, physical address and email address can be associated with any Paystone Account, but persons or entities with multiple addresses or email addresses may utilize those separate addresses or email addresses to open more than one Paystone Account.

Warranties, Prohibitions Regarding Use of Paystone Account for Selling Goods and Services

If you use your Paystone Account to receive funds paid to you in return for your providing goods and services to others you represent and warrant that you do not engage in any of the following prohibited activities and that you will:

Only sell goods or services and conduct commercial activities if you have all the necessary permits, licenses and authorizations to do so.

Immediately notify us if you have any reason to believe that the security of the Merchant Site or any security processes relating to the Merchant Services have been compromised.

Comply with all of your obligations to your customers including the provision of all goods and services that they have purchased on the Merchant Site using the Merchant Services.

Always deliver goods or services that you have agreed to deliver in exchange for the beneficial transfer of funds to your Paystone Account.

Cooperate with Paystone to investigate suspected unlawful, fraudulent or improper activity.

Not sell, offer to sell, use, or display any goods or services that are illegal or unsuitable or that involve gambling, sexually explicit materials or pornography, other forms of electronic currency, materials that promote violence, materials that promote discrimination (based on race, sex, religion, nationality, disability, sexual orientation, or age) or materials that violate the intellectual property rights of others, including counterfeit, fake, forged, duplicated or other passed off goods and services.

Not use the website or the Service for any unlawful, fraudulent or improper activity, such as pornography or gambling.

Not make any representations or warranties regarding the Business Services or regarding Paystone other than those made by Paystone or those authorized by Paystone in writing in this Agreement or at the Paystone Website.

Not collect, attempt to collect, request or otherwise obtain any information about your customer's identification, passwords or other Paystone information and you will not in any way attempt to obtain such information in the course of any transaction or otherwise. If you obtain access to such information you will keep it strictly confidential.

Not complete any Transaction if you have reason to believe your customer is under any misapprehension with respect to the services or goods they will receive.

Not use any fraudulent, deceptive, misleading or other questionable methods to sell goods or services.

Acknowledge that Paystone has no obligation to provide any technical, design or other support to you in implementing or using the Merchant Services.

Disclose your refund policies.

Provide your Taxpayer Identification Number or Business Number to Paystone upon its request.

Determine what, if any, taxes apply to the payments you make or receive and collect, report and remit the correct tax to the appropriate tax authority (Paystone has not related responsibility).

Third Parties

You may, in accordance with and as set out in this Agreement, in some cases be able to receive funds from or send funds to third parties that are not registered Paystone Users, but you may not register for, receive funds from, send funds to or otherwise use the Services solely or primarily for the purposes of acting for or conducting transactions for third parties other than corporations or other entities for which you are duly authorized to act.

General Warranties, Prohibitions Regarding Use of Paystone Account

You, as a Paystone Account holder, represent and warrant that you do not engage in any of the following prohibited activities and that you will -when using the Paystone Service:

Not violate or facilitate a violation of any law, any license, this Agreement, other contracts or acceptable business practices.

Not use the Service for any unlawful, improper, deceitful, unethical, immoral, questionable, untruthful, dishonest or fraudulent activity including use of the Service to pay or to receive payment for illegal products or services or for material, products or services that infringe the intellectual property or other rights of third parties, including counterfeit, fake, forged, duplicated or other passed off goods and services.

Not engage in practices that undermine the integrity of the Service or the security of funds in the Paystone Pooled Account, your or any Paystone Account or on any Paystone card.

Not use the Service for any purpose or in any way that would tamper with, hack, modify, frame, deep link or otherwise corrupt or try to bypass the security or functionality of the Service.

Not engage in any unauthorized or unusual bank account use.

Provide goods and services to your customers and clients as promised.

Not engage in excessive disputes or reversals or attempts to "double dip" by receiving funds in a dispute both from Paystone and through reversals or refunds from sellers.

Cooperate in Paystone investigations related to your Paystone Account or other Paystone Account and the provision of Paystone Services.

Cooperate with Paystone when it attempts to verify and authenticate any User's identity.

Not engage in transactions considered to be cash advances or assist cash advances.

Not send unsolicited email or post referral links on websites where they are not permitted.

Ensure names on bank accounts associated with the Paystone Account match the name on the Paystone Account.

Not use any form of anonymizing proxy.

Not use the Service for the promotion, purchase or sale of any products or services relating to pornography or gambling.

Not reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services for the purposes of providing similar services to third parties.

Not use the Services for any form of "structuring" of transactions carried out to avoid any reporting, record-keeping or other requirement i.e. not conduct or attempt to conduct one or more transactions in, in any amount, at one or more financial institutions, on one or more days, in any manner, for the purpose of evading any transaction reporting requirement.

Not impose a charge as a condition of accepting payment through Paystone.

Indemnity

You agree to indemnify and hold Paystone and its employees, directors, officers, agents and affiliates harmless from and against any and all losses, claims, actions, causes of action, damages (including legal fees and costs, penalties, fines and monetary sanctions), liabilities and costs of any kind or nature which may arise out of your breach of this Agreement and , without limiting the generality of the foregoing, your use of the Service to pay or to receive payment for or your offering for sale though the Service any illegal products or services or material, products or services that infringe the intellectual property or other rights of third parties, including counterfeit, fake, forged, duplicated or other passed off goods and services.

Right of Recipient to Refuse Payment, Ownership of Funds Until Funds Received

When you send a payment to a third party through Paystone (whether that party is registered or not), the recipient is not required to accept the payment, even if the recipient is already registered with Paystone. The recipient may return or deny payments sent to them. You agree Paystone will not be liable for any damages resulting from a recipient's decision not to accept a payment made through Paystone. Payments through Paystone that are denied or unclaimed by a recipient or that are otherwise unsuccessful will be returned to the sender on the earlier of (a) the date of denial or failure or (b) within 30 days from when the payment is sent.

When you send a payment, you own the funds until the payment is accepted by the intended recipient. Paystone holds the funds as your agent, but you can't withdraw those funds, send them to any other recipient or otherwise deal with them until the initial transaction is cancelled as noted above.

Receiving Payments - Methods of Payment

Paystone accepts Canadian or U.S. Bank deposits, wire transfers, bank drafts, postal money orders, and ACH electronic transfers. Paystone does not accept or receive funds or payments made by credit cards, except for set-up fees. Accounts can receive money from other Paystone Accounts. Members can load money into their Paystone account by physically going to a branch of the Bank of America in the US, but they can's mail a cheque to this bank. Members can load money into their Paystone Account by sending a "payment" to a designated mailing address (of Paystone) i.e. certified cheque, bank draft or money order.

When the money is received it is deposited into the Paystone Pooled Account and credited to the member's Paystone Account. Members load money into their Paystone Account by going to their regular bank's bill payment option and by setting up Paystone as a payee. Money can then be paid into Paystone's Pooled Account in the same way any bill is paid and the member's Paystone Account is credited.

Other methods for transferring funds into, within and out of Paystone Pooled Accounts and your Paystone Account may be provided for in Schedules to this Agreement or other provisions included in or incorporated into this Agreement by reference and pursuant to section 1.

Withdrawals

You may withdraw funds from your Paystone Account in several ways. Members can send funds to anyone with an email address (in many countries) whether or not the designated receiver is a Paystone member at the time of the email. The recipient eventually must sign up as a Paystone Account holder so they can cash out the money to their local bank account or use their account for online purchases from Paystone Merchant Account holders.

Members can send funds that are credited to their Paystone Account to businesses that are "merchant account holders" with Paystone as a means of paying those merchants for goods and services that are offered online or otherwise. Merchant or personal account holders can withdraw money from their Paystone Account by having the funds transferred to a designated bank account (provided when Paystone Account opened) or by requesting that a physical check be issued to the member. If you have a Paystone ATM Card, you can load funds onto your Paystone ATM Card and withdraw them through ATM withdrawal.

No Bearer Instruments

Paystone does not accept or use any form of bearer instrument. If funds are withdrawn by means of a physical cheque it must be payable to the member (account holder) and sent to the address that is provided for the member and account.

Misuse of Paystone Accounts

If any Paystone Account shows little or virtually no normal business or personal activities, but is used to receive large or small sums and to disburse large sums, Paystone will monitor the accounts so that patterns and variations of patterns can be identified. Paystone will monitor Paystone Accounts and may act to block or report extraordinary consolidations of funds. This could involve: funds deposited into several accounts, consolidated and transferred outside the country; or many unrelated individuals making payments to one account when there is no rational explanation (such as the sale of goods and services).

Currency Exchange

If Users have funds credited to their accounts in various currencies they may be required to cash out those funds in currencies that Paystone determines.

Account Balance and Transaction or Transfer Limits

Personal Accounts: Balance Limit $2,000.00. Maximum $2,000.00 of purchases in a 24-hour period.

Merchant Accounts: Balance Limit $50,000.00. Maximum $2,000.00 in transfers in a 24-hour period.

ATM Withdrawals: No Paystone Limit. Subject to limits set by company operating ATM.

GroupPay receiver accounts have a balance restriction up to $10,000 -however, no additional requirements are collected or met, with the exception that funds are coming from a GP sender and are received in the form of a wire transfer.

Schedule: Special Products and Services

GroupPay Services

Paystone Account holders can use the product and service described as GroupPay to pay money to a large number of parties on a regular basis.

This product and service utilizes the same Paystone Services and accounts that are used by any account holder to make payments or to transfer and transmit funds and are governed by all of the provisions of this Agreement. No additional terms and conditions currently apply and no expressed exceptions from provisions are currently made with regard to this product and service. Statements made about these special products and services on the Paystone Website are not currently included as part of this Agreement.

Philippines Remittance Services (e-Pera)

Paystone Account holders can use the product and service described as the Philippines Money Remittance Program (e-Pera) to transfer money from North America to the Philippines.

This product and service utilizes the same Paystone Services and accounts that are used by any account holder to make payments or to transfer and transmit funds and are governed by all of the provisions of this Agreement. No additional terms and conditions currently apply and no expressed exceptions from provisions are current made with regard to this product and service. Statements made about these special products and services on the Paystone Website are not currently included as part of this Agreement.

When Paystone Users use the e-Pera Service and the related referral and money transfer services provided by Paystone Representatives to those Paystone Users strictly on behalf of Paystone, they are required to agree to certain Terms and Conditions and those Terms and Conditions are incorporated into this Agreement as a Schedule.

The Agreement between Paystone and these Representatives is not incorporated into this Agreement as a Schedule.

AliPay Merchant Services

Paystone Account holders who have been qualified by Paystone and have submitted all documentation required by Paystone ("AliPay Merchants") can use the product and services described as "Paystone AliPay" to sell goods and services to users ("AliPay Users") of the "AliPay" software system and the services for collection and payment for services and products on others' behalf (the "AliPay System and Services") operated by Alipay.com Co., Ltd. or related companies ("AliPay").

Schedule: Paystone Express ATM Cardholder Agreement and Disclosure

The terms and conditions of the Paystone Express ATM Cardholder Agreement and Disclosure which is delivered to each Paystone User who purchases a Paystone ATM Card are incorporated into and form part of the User Agreement, together with any amendments that may be made to the Paystone Express ATM Cardholder Agreement and Disclosure from time to time.

Schedule: Service Charges

Section 15 of User Agreement

The Service Charges currently charged by Paystone and that are payable by Users pursuant to this Agreement are as follows:

Service charges are listed and described on the Paystone Website at www.paystone.com.

Schedule: Security

Authorized Users, Password, Personal Identification Number (PIN)

Related Security Measures, Multiple Log-Ins

Your password and PIN and related security measures are critically important in ensuring the security of your account, ATM card, related services, funds and transactions.

You require a password to access your Paystone Account, ATM card, many related Paystone Services and to conduct transactions.

You can activate your PAYSTONE ATM Card by calling (678) 244-8315. Upon activation, you will be prompted to select a PIN. The card has a default PIN which will be provided to you by email, which you must change when you activate the Card. You alone select and know your PIN. From that point forward, unless you change it, your PIN will enable you to identify yourself when using the card. Once you have completed the telephone activation, log in to your PAYSTONE Account, select the "ATM Card" tab, and follow the instructions to complete your Card activation and registration.

For security purposes, you are required to change your password upon your initial login to the Service and your PIN upon activation of your Paystone ATM Card. You alone determine what password or PIN you will use, and the identity of your password or PIN is not communicated to us. You agree that we are authorized to act on instructions received under your password or PIN. You accept sole responsibility for the confidentiality and security of your password and PIN at all times and agree to change both of them regularly.

Each registered User must appoint an "Authorized Representative" and only that person will be authorized by Paystone to access (log in to) a Paystone Account. The registered User and authorized representatives are solely responsible for any additional persons they authorize to access (log in to) a Paystone Account.

With your card, you must present your card and PIN to load, withdraw or transfer funds using the card. You agree to permit any person to whom you present the card to verify its authenticity before completing a transaction. You are responsible for all transactions initiated with your card and PIN. We may recognize a transaction even if we have not authorized it, but that does not mean we will authorize similar transactions.

You are cautioned against disclosing passwords, PINs or other security information to any persons, including without limitation our agents, representatives and employees, or agents, representatives and employees of our banks, processors or POS, but if you do so you are deemed to have authorized them to carry out transactions using your Paystone Account, Paystone ATM card or other Paystone Service and you will be liable for all such transactions. You agree that Paystone is not responsible and will not be liable for any such transactions or for any loss incurred as the result of the unauthorized use of passwords and PINs, however caused, or for violations of other security measures.

You may order your card, register your card, view your card statement, transfer funds from your Paystone Account to your card, and transfer funds from your card to your Paystone Account, 24 hours a day, 7 days a week, by logging in to your account at the Paystone Website.

Paystone Restrictions

We may restrict use of your card or account if we notice excessive use or other suspicious activities relating to your card or account. In that event, we will notify you. Paystone will immediately conduct an investigation. We will reinstate the Card once we have determined that the use of your Card was proper.

Lost, Stolen or Compromised Security Information.

If you believe any password, PIN or other security information has been lost, stolen or used without your authorization or otherwise compromised, or if someone has transferred or may transfer money from your Paystone Account or ATM without your permission, notify our Security and Fraud department at once by telephone (604.488.3939) during business hours (Monday to Friday, 8:30am to 5:00 pm Pacific time, with the exception of any Canadian statutory holidays) or via the "Contacts" section of the Paystone Website.

If such actions involve your Paystone ATM Card you can and should also notify us at once by calling (678) 244-8315 or you may also change your PIN, check your Card balance and transaction activity, and report a lost or stolen Card by calling this number. This service is available 24 hours a day, 7 days a week.

Errors and Questions About Transactions, Account Statements

Contacting us immediately is the best way to reduce possible losses to your account or card. If you think your paper or electronic statement is wrong, or if you need more information about a transfer or transaction listed on that statement, contact us through the Paystone Website. We must hear from you no later than 60 days after you receive the statement on which the problem or error appears. You are deemed to have received the electronic statement when it is first published on the Paystone Website upon which the problem or error appeared.

When you contact us provide all information in full, including your Paystone Account number, e-mail address associated with the account and your Paystone ATM Card number if applicable. Describe in detail the transaction, error, transfer you are unsure about and why you need more information. Tell us the dollar amount of the suspected error.

You agree that you will check and review your statements as soon as you can after they are sent to you or published and upon discovering a suspected error or unauthorized transaction, you will immediately report the same to us. If you contact us by telephone or by e-mail or through our website, we may require that you send us your complaint or question by mail or fax within 10 business days.

We will communicate to you the results of our investigation within 10 business days after you contact us and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it in written form within 10 business days, we may not provisionally credit your account.

If you do not notify us within 60 days as set out above, you may not recover any money you lose after the 60 days if we can prove that we could have stopped someone from taking the money if you had notified us in time.

If we decide that there was no error, we will send you a written or emailed explanation within 3 business days after we finish our investigation. You may ask for copies of the documents that we used in our investigation. If we have made a provisional credit, a corresponding debit will be made from your account.

Schedule: Limitation of Paystone's Liability

Site Contents and Links

Paystone has no control of, association with or responsibility for the content of third party websites - or any link that third party site may contain - that the Paystone website may provide links to. It is not responsible for any other matter relating to such third party sites. Users who access such third party sites do so at their own risk. Links provided by Paystone to third party sites are provided for convenience only. Paystone provides these links without making any representation or warranty or setting any condition of any kind regarding the content of such sites. It provides no related approval, endorsement or recommendation. Paystone may amend, add or delete links on the Web Site at its sole discretion.

Disclaimer of Warranty

The Service is provided "As Is" and, to the greatest extent permitted by law, we make no warranty of any kind, express or implied, including any implied warranty or merchantability or fitness for a particular purpose, title or non-infringement, in connection with the services provided to you under this Agreement. We do not and cannot warrant that any or all aspects of the Service will operate without error, virus or interruption or that any or all aspects of the Service will be secure, available and operational at all times.

Indemnification

You agree to indemnify and hold Paystone, its affiliates, associates, officers, directors, employees, contractors and agents harmless from any claim, action, liability, demand, loss or damages (including attorneys' fees), lost profits, consequential damages, interest, penalties, fines and monetary sanctions) made or incurred by any third party arising out of or relating to your use of the Service or your breach of the terms and conditions of this Agreement or the inaccuracy of any representations and warranties you have made in this Agreement.

Limitations of Our Liability

Except as otherwise required by law, you agree that we and our officers, directors, employees, agents and contractors are only liable to account to you for direct damages caused by our gross negligence or willful misconduct. Without limiting the generality of the foregoing, we will not be liable:

(a) If we do not complete a transfer to or from Your Paystone Account or your Paystone ATM Card on time or in the correct amount according to our agreement with you, even if we are negligent in failing to do so.

(b) If we exercise our right to hold funds beyond the normal distribution periods for transactions we deem suspicious or for accounts conducting high transaction volumes to ensure integrity of the funds or to close or restrict an account.

(c) For payments made to unintended recipients or for payments made in incorrect amounts due to the input of incorrect information by senders.

(d) If you, or anyone authorized by you, commits any fraud, deception or misrepresentation or violates any law or regulation or this Agreement.

(e) To pay a User for any payments for which Paystone has not been fully paid as agent by the sender.

(f) For any unauthorized interception or use of data relating to you or the Service; any inability by you to use or access the Service or the Paystone website for any reason.

(g) For any cause or circumstance beyond our control (including but not limited to natural disasters of any kind, war, riot, strike, acts of civil or military authority or of terrorism, equipment failure or other problems attributable to hardware or software, computer viruses, or failure or interruption of Internet services, electrical, telecommunications or other utility services).

(h) For any loss, damage or injury caused to you or any other person in connection with any act or omission of any third party, or any products or services purchased by you using the Service (even if purchased from another User or from a merchant or service provider who offers discounts or benefits to Users or is recommended or advertised by Paystone).

(i) For any loss, damage, injury or death that may occur to you or any other person at or in or near a place visited to make an ATM or POS transaction.

(j) If an ATM or a merchant refuses to honour your Card or a payment from Your Paystone Account, or if the ATM where you are making a withdrawal does not have enough cash or does not work properly or at all.

(k) If we fail to permit payment, or a transfer or a withdrawal even though a sufficient prepaid amount remains in Your Paystone Account or on your Paystone ATM Card for the transaction.

(l) If any equipment breaks down or equipment operators and other persons involved in delivery of the Service fail to perform, resulting in defective or non delivery of such Service whether as a result of our negligence or not.

(m) If access to Your Paystone Account or Paystone ATM Card has been blocked erroneously for any reason.

(n) If there is a hold on Your Paystone Account or your Paystone ATM Card for any reason.

(o) If you are unable to use or access the Service or the Paystone website for any reason.

(p) For any actions or transactions by an individual, whether authorized or not, who used your user name, password, Paystone ATM Card or PIN.

(q) If you do not have enough money in Your Paystone Account to make a payment, transfer or withdrawal.

(r) If a legal order directs us to make payments, transfers or withdrawals from the account.

(s) If any electronic terminal, telecommunication device, or any part of the Service is not working properly and you knew about the problem when you started a transaction.

(t) If you have not provided us with complete and correct input and information for performing the Service.

(u) If you have not properly followed the on-screen instructions for using the Service.

No Indirect Damages

Notwithstanding any other provision of this Agreement, we are not liable for any indirect, incidental, special, punitive or consequential damages arising in connection with or related to any services or products provided under this Agreement or by reason of your use of or access to the Service or your inability to use or access the Service (including, but not limited to, loss of profits, damages for disclosure of confidential information or loss of privacy, loss of revenue, and losses or damage caused by any unauthorized interception or use of confidential information or data relating to you or the Service), whether in an action in contract or tort or based on a warranty or otherwise and even if Paystone has been advised of the possibility of such damages.

No Processing Time Guarantee

Paystone will make reasonable efforts to process requests for sending, transferring, loading and receiving funds or payments using the Service and to process electronic debits and credits involving bank accounts in a timely manner. However, we make no representations or warranties regarding the amount of time that we will require to complete such processing and you agree that we will not be liable to you or any other person for any actual or consequential damages arising from any delay in or attributable to processing.

Paystone Not Liable For Actions or Omissions of Merchants

Paystone only provides the payment and money transfer Services set out in this Agreement and at the Paystone website. We have no control over the transactions that occur or the products or services that are paid for with our Service. We are not party to the contracts associated with those transactions and payments and cannot ensure that any specific buyer or a seller with will complete a transaction. We have no control over, and are not responsible for the quality, safety, legality, or delivery of goods or services that you pay for using the Service. You acknowledge that any use of the Service for these transactions and payments is at your own risk.

Paystone Not Liable For Unauthorized Use of Merchant Accounts

Paystone will not in any circumstances be liable for any unauthorized use or other damage resulting from access to the Merchant Account other than by the Authorized Representative. The Authorized Representative is solely responsible to monitor activities occurring in the account and agrees to indemnify and hold Paystone harmless for any harm that may result from multiple access to his or her account. If any unauthorized activity takes place because of access granted to another party, the Authorized Representative is responsible for the charges and/or losses. You agree to hold Paystone harmless from any losses or other damage whatsoever incurred as a direct or indirect consequence of access to your account by other persons.

Release (California)

In the event that you have a dispute with one or more users, you release Paystone (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code -542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."

Transmission Security Not Guaranteed

Paystone has taken precautions to secure its transmissions and its website, but it is unable to guarantee that data transmitted by or to it will be secure and will not be intercepted by third parties and therefore not liable for any related direct or indirect loss or damages.

Schedule: Management of Funds Upon Termination, Suspension or Cancellation

If Paystone terminates, suspends, cancels or restricts an account or registration, it agrees to pay you any unrestricted funds held by it on your behalf to your credit as soon as practical after action is taken.

If we are unable to contact you for any reason after making reasonable efforts to do so, we will post Your Paystone Account and (if applicable) card numbers in numerical order or a description of the terminated services on the Paystone Website. You will be deemed to have notice of such termination 30 days after such posting.

If a suspension of Services by Paystone is for technical reasons you may request the payment to you of funds held for your benefit in the Pooled Trust Account and we will make reasonable efforts to pay out funds to you as soon as possible.

Upon your cancellation, you will remain responsible for all outstanding fees and charges and for all contingent liabilities incurred prior to the date we receive your cancellation notice. Any funds that we are holding as your agent in custody for you at the time of we receive notice of your cancellation, less any outstanding fees, charges or contingent liabilities, will be paid to you.

If you or Paystone close your account for any reason, Paystone may retain a portion of any funds it holds for you, based on your transaction history, as a reserve to the extent reasonable to protect Paystone against the risk of future reversals of transactions occurring prior to such closure. Paystone will pay you the balance of any such reserve 180 days after closure. If you discontinue the Service you will not receive a refund of any fees or charges you have paid or been levied prior to discontinuing the Service and you will be responsible for all fees and charges specified in this Agreement.

If your account is terminated for non-use, after the date of termination, we will use the information you provided to try to send you any funds that we are holding in custody for you as your agent. If that information is incorrect, and we are unable to complete the payment to you, your funds will be subject to applicable laws regarding escheat and unclaimed property.

If an investigation related to a termination, suspension, cancellation or restriction initiated by Paystone is in your favor, Paystone will end the termination, suspension, cancellation or restriction to or of your Paystone. If the investigation is not in your favour, Paystone may: continue the restriction for up to 180 days as to funds or to the extent necessary, as determined by Paystone at its sole discretion, to protect Paystone against the risk of charge-backs or other reasonably anticipated liabilities; and close your Paystone Account or cancel your Paystone ATM Card, allowing you to withdraw any unrestricted funds that are not in dispute in your account or on your card. If it is determined later that you are entitled to funds in dispute, Paystone will make an additional payment of those funds to you but will otherwise not be liable to you.