All of the sections below are referred to collectively as the Paystone Terms and Conditions and are applicable based on the services that you receive from Paystone Inc.

Last Updated: February 5, 2019

Paystone Privacy Policy

Paystone Inc., including any subsidiaries or affiliates such as Givepoint, its agent(s), partner(s), or other authorized representative(s) (collectively or individually "Paystone" or "us" or "we"), is committed to maintaining the accuracy, confidentiality, and security of your personally identifiable information ("Personal Information") as defined in the Personal Information Protection and Electronic Documents Act S.C. 2000, c.5 ("PIPEDA").

By using any of our products and services ("Services") and Websites, you consent to the collection, use and disclosure of your Personal Information in accordance with this Privacy Policy. We recommend that you review this Privacy Policy carefully and retain it for future reference. If you do not agree with these terms, you are requested not to provide any Personal Information to Paystone. You may also withdraw your consent at any time, subject to legal or contractual restrictions and reasonable notice. Please contact Paystone's Compliance Officer to withdraw your consent.

Certain Services can only be offered if you provide Personal Information to Paystone. Consequently, if you choose not to provide us with any required Personal Information, we may not be able to offer you certain Services.

What information is Collected?

At Paystone, we collect, use and disclose Personal Information to provide you with the Services, to respond to your requests and to communicate with you about our Services (including the Websites), including communications for promotional and marketing purposes.

Websites

When you visit the Paystone website (www.paystone.com) or the website of any Paystone product or service (collectively, the "Websites"), we may collect Navigational Information about your visit, and/or Personal Information if you have voluntarily provided it to us. You are welcome to browse all our Websites at any time anonymously and privately without revealing any personal information about yourself. We do not allow third parties to collect Personal Information when you access the Websites.

Certain web browsers may provide an option by which you may have the browser inform website or internet services you visit that you do not wish to have Personal Information about your activities tracked by cookies or other persistent identifiers across time and across third-party Internet websites, online or cloud computing services, online applications, or mobile applications. These are commonly called "do not track" or "DNT" signals. Paystone's Websites and Services do not respond to DNTs. If you have enabled DNT in your web browser, some parts of our Websites may not display properly, and this may affect your browsing experience.

Phone Calls

Personal Information may be collected on any call to our offices for the purposes of verifying the security of your account, or addressing any customer service inquiry you may have. For purposes of maintaining quality service, calls to any of our customer service lines may also be recorded.

Mobile and Web Applications ("Apps")

To ensure our Apps function as intended, Personal Information is collected and stored within the Apps you have registered to use. Moreover, non-personally identifiable Navigational Information and other non-personally identifiable usage details, such as how often the App is used, the events that occur within the App, aggregated usage, and performance data is collected to ensure the proper functionality and ongoing performance of the Apps.

Personal Information

Most of the Personal Information we collect comes to us directly from you, and only with your consent. With your consent, we may collect Personal Information from you in person, over the telephone or by corresponding with you via mail, facsimile, our kiosks, the Internet, or from referrals by third parties such as your financial institution. Personal Information may include name, address, e-mail address, occupation, date of birth, business information, other information about yourself or your business, and transaction details.

Navigational Information

This is information about your computer and how you interact with our Websites which may include your IP address, geographical location, web browser, referral source, length of visit, and viewed pages.

Anonymous/Non-Personal Information

At Paystone, we also collect anonymous/non-personal information. Anonymous/non-personal information is information that we do not associate with or trace back to a specific individual or business entity. For example, our web servers collect some anonymous/non-personal information automatically when you visit one of our Websites. Gathered electronically, this information may include the pages you visited, the type of web browser you are using, the level of encryption your browser supports and your Internet Protocol address.

To help us better understand our markets, we may also gather information for analytical purposes by conducting customer surveys, and by extracting demographic information from existing files.

How Your Information is Used

Personal Information

We use your Personal Information to communicate with you and to effectively provide you with the Services. This includes using your information to establish and ensure the proper functioning of online accounts for services through our Websites and Apps. We may also send you information about other products and services in which we believe you may be interested. Additionally, if you are a Paystone merchant client, we will keep you informed about your merchant account activities, send you important notices, and respond to any special needs or enquiries you may have.

Paystone Merchants

In particular, if you are a Paystone merchant customer, our merchant agreement with you authorizes us to use and disclose the Personal Information that you provide to us to:

  • respond to any application for our services;
  • provide our services to you, including:
    • provide you transaction details, reporting, and receipts;
    • determining your financial situation by collecting credit and related financial information from our affiliates, strategic partners, credit agencies, other financial institutions and from references provided by you;
    • facilitating the provision of our services by sharing your information with our third-party service providers, credit and debit card issuers, credit and debit card associations, credit agencies and similar parties connected to credit or debit card services;
    • investigating potentially fraudulent or questionable activities regarding your merchant account(s) or the use of our services;
    • reporting purposes under credit or debit card association rules or regulations and to credit and debit card issuers, financial institutions or other credit or debit card related entities;
    • offering you related products and services that might benefit you; and
    • provide billing and statement services
  • in the course of an actual or potential sale, reorganization, consolidation, merger or amalgamation of our business.

Apps and Website Users

If you are an individual who is using our other services, we may use and disclose Personal Information to provide the services that have been requested, as well as in the following ways:

  • to facilitate the provision of our services by sharing the Personal Information with our third-party service providers, merchants you have transacted with, and similar parties connected to the services;
  • to offer related products and services that might benefit you;
  • improve and/or personalize your experience with our Apps and Websites;
  • provide you transaction details, reporting, and receipts;
  • to assist with any service inquiries you may have;
  • determining your financial situation by collecting credit and related financial information from our affiliates, strategic partners, credit agencies, other financial institutions and from references provided by you; and
  • in the course of an actual or potential sale, reorganization, consolidation, merger or amalgamation of our business.

At times, we may anonymize your personal information for statistical and/or analytical purposes to better improve our offerings and develop additional services that may be of benefit to our customers. We only use Personal Information for the purposes that we have disclosed to you. If for any reason your information is required to fulfill a different purpose, we will obtain your consent before we proceed.

Navigational Information

We may use this information to operate and improve the overall experience you have with our Apps and Websites. We may also use Navigational Information in combination with Personal Information to help cater our offerings to your specific needs.

Anonymous/Non-Personal Information

The anonymous/non-personal information gathered from the Apps and our Websites is used primarily for technical, research and analytical purposes like evaluating the various sections of the Websites. This information does not include any personal information and it is only retained until its intended purpose is fulfilled. It is our goal to continuously improve our service offerings to you. Therefore, we use anonymous/non-personal information collected from surveys, from public archives and by extracting information from existing files to better understand our customers' interests, priorities, and satisfaction levels. Anonymous/Non-Personal Information may be used occasionally for security investigations.

When Information May be Disclosed to Outside Parties

We are obliged to keep your Personal Information confidential except when authorized by you, when required by law and/or when permitted by law.

Third-Party Service Providers

At Paystone, we sometimes contract third parties to perform specialized services such as establishing an online gateway for information transfer to our merchants, terminal delivery and repair, and shipping and fulfillment services. Our trusted third-party service providers may at times be responsible for processing and handling some of the information we receive from you.

When we contract with these third parties, they are given only the information necessary to perform those services. Additionally, they are prohibited from storing, analyzing or using that information for purposes other than to carry out the service they have been contracted to provide, unless otherwise authorized by you. Furthermore, as part of our agreements, our suppliers and their employees and representatives are required to protect your information in a manner that is consistent with the privacy policies and practices that we have established.

Communications and Marketing

If you have not opted out of receiving promotional emails, newsletters and other materials from Paystone, we may also use your Personal Information to promote and market our Services and to communicate special offers and promotions to you (including special offers and promotions sent on behalf of us through third-party providers). We may disclose your name and contact information (address and/or e-mail address) to these third parties so that they can send you special offers and promotions directly. You may unsubscribe from these emails at any time. Paystone does not share or sell its customer lists to any third parties for marketing or promotional purposes.

To help Paystone make e-mails of more interest to you, and for tracking purposes, Paystone may receive a confirmation when an e-mail is delivered to you and/or you open an e-mail from us, if your computer supports such capabilities.

Cookies

Paystone may, from time to time, use standard technology called "cookies" on its Apps and Websites. Cookies are small data files that are downloaded onto your computer or mobile device when you visit a particular web site. Paystone uses Cookies to understand your browsing preferences based on previous or current site activity, which enables us to provide improved Services to our customers. We also use cookies to help us compile aggregate Navigational Data to improve the user experience of our Websites. You can disable cookies by turning them off in your browser; however, some areas of our Apps or Websites may not function properly if you do so.

Links to Third-Party Websites

Paystone's Websites may, from time to time, offer links to third-party websites. These websites may also collect your Personal Information, including information generated through the use of cookies. Paystone is not responsible for how such third-party websites collect, use or disclose your Personal Information.

When Required by Law

The type of information we are legally required to disclose may relate to criminal investigations or government tax reporting requirements. In some instances, such as a legal proceeding or court order, we may also be required to disclose certain information to authorities. Only the information specifically requested is disclosed and we take precautions to satisfy ourselves that the authorities that are making the request have legitimate grounds to do so.

When Permitted by Law

There are some situations where we are legally permitted to disclose Personal Information such as employing reasonable and legal methods to enforce our rights under our agreements, to collect a delinquent account or investigate suspicion of illegal activities.

Sharing Your Information

Our Employees and Contractors

In the course of daily operations, access to private, sensitive and confidential information is restricted to authorized employees and contractors who have a legitimate business purpose and reason for accessing it. For example, when you call us, our designated employees will access your information to verify who you are and to assist you in fulfilling your requests.

As a condition of their employment or contract agreement, all employees and contractors of Paystone are informed about the importance of privacy and are required to abide by the privacy standards we have established. They are also required to work within the principles of ethical behaviour and must follow all applicable laws and regulations.

Unauthorized access to and/or disclosure of customer information by an employee of Paystone is strictly prohibited. All employees and contractors are expected to maintain the confidentiality of customer information at all times and failing to do so will result in appropriate disciplinary measures, which may include dismissal.

How We Safeguard Your Information

We use state-of-the-art technologies and maintain current security standards to ensure that your Personal Information is protected against unauthorized access, disclosure, inappropriate alteration or misuse. All safety and security measures are also appropriate to the sensitivity level of your information.

Customer Files

Electronic customer files are kept in a highly secured environment with restricted access. Paper-based files are stored in locked filing cabinets. Access is also restricted.

Online Security

We manage our server environment appropriately and our firewall infrastructure is strictly adhered to. Our security practices are reviewed on a regular basis and we routinely employ current technologies to ensure that the confidentiality and privacy of your information is not compromised.

Our Websites and Apps use Secure Socket Layer (SSL) implementation with a PCI compliant cipher. SSL is the industry standard tool for protecting and maintaining the security of message transmissions over the Internet. When you access your accounts or send information from secured sites, encryption will scramble your data into an unreadable format to inhibit unauthorized access by others.

To safeguard against unauthorized access to your accounts, you may be required to "sign-in" using a user id and a password to certain secured areas of Apps and Websites. Both user id and password are encrypted when sent over the Internet. If you are unable to provide the correct password, you will not be able to access these sections.

When you call our customer service centre you will be required to verify your identity by providing some personally identifying information.

Accessing and Amending Your Information

At Paystone, decisions are made based on the information we have. Therefore, it is important that your Personal Information is accurate and complete. As a customer, you have the right to access, verify and amend the information held in your personal and financial files.

Accessing Your Information

For privacy-related matters, you may access and verify any of your information by contacting Paystone's Compliance Officer, in writing:

By Email:

compliance@paystone.com

By Mail:

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

Before Paystone can provide you with any information, correct any inaccuracies, or respond to any complaints we may ask you to verify your identity and to provide other details to help us to respond to your request. We will endeavor to respond within 30 days of receiving your request or complaint.

If you have questions or concerns regarding this Privacy Policy and/or Paystone's privacy practices, please contact the Compliance Officer. Paystone will investigate all complaints received in writing and will attempt to resolve all complaints to customers' satisfaction.

Amending Your Information

To help us keep your Personal Information up-to-date, we encourage you to amend inaccuracies and make corrections as often as necessary. Despite our efforts, errors sometimes do occur. Should you identify any incorrect or out-of-date information in your file(s), please contact the Compliance Officer, in writing, so we can make the proper changes. Where appropriate, we will communicate these changes to other parties who may have unintentionally received incorrect information from us. In each case, you will be required to verify your identity by providing some personally identifying information.

Office of the Privacy Commissioner of Canada

If you do not receive acknowledgment of your inquiry or complaint, or if your inquiry or complaint has not been addressed to your satisfaction, you may contact the Office of the Privacy Commissioner of Canada:

30 Victoria Street,
Gatineau, Quebec,
K1A 1H3
Tel: 1-800-282-1376
Fax: 819-994-5424
http://www.priv.gc.ca

Updating this Privacy Policy

Any changes to our privacy policy and information handling practices will be acknowledged in this privacy policy in a timely manner. We may add, modify or remove portions of this policy when we feel it is appropriate to do so. Paystone will not reduce customers' rights under this Privacy Policy without their express written consent. You may determine when this policy was last updated by referring to the modification date found at the bottom of this privacy policy.

 

Last Updated: June 12, 2018

Pay Terms and Conditions

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

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

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

1. Definitions

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

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

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

2. Services Conditional

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

3. Term

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

4. Fees and Surcharges

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

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

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

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

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

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

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

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

5. Equipment

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

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

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

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

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

6. Data

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

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

7. Merchant Responsibilities

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

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

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

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

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

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

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

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

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

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

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

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

xii. maintain appropriate reporting and operational processes;

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

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

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

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

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

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

8. Feedback; Marketing and Communications

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

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

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

9. Disclaimers; Limitation of Liability

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

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

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

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

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

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

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

10. Indemnification

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

11. Assignment

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

12. Termination

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

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

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

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

 

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

13. Enurement

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

14. Amendments

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

15. Notices

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

Paystone
3200 Wonderland Road South
London, Ontario
N6L 1A6
Attention: Corporate Counsel

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

16. No Waiver; Severability

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

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

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

17. Governing Law; Jurisdiction; Class Action Waiver

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

18. Changes

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

19. Survival

The following provisions in these Terms and Conditions will survive any termination of these Terms and Conditions or the expiration or termination of the Agreement: Section 4(Fees and Surcharges), Section 7(a)(xiv), Section 8 (Feedback; Marketing and Communications), Section 9 (Disclaimers; Limitation of Liability), Section 10 (Indemnification), Section 15 (Notices), Section 16 (No Waiver; Severability), Section 17 (Governing Law; Jurisdiction, Class Action Waiver), this Section 19, and Section 20 (Language).

20. Language

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

Last Updated: June 12, 2018

Account Terms of Service

PLEASE READ THIS AGREEMENT CAREFULLY.

The following terms of service (the "Terms of Service") form an integral part of the Paystone Merchant Agreement between Paystone Inc. and any subsidiaries or affiliates such as Givepoint (collectively or individually "Paystone") and the Merchant identified in the Agreement ("Merchant"). Capitalized terms shall have the meanings set forth below or in the section in which they first appear in these Terms of Service. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement Terms and Conditions. These Terms of Service, the Paystone Merchant Agreement and the Agreement Terms and Conditions are collectively referred to herein as the "Agreement".

By using the Services, the Merchant hereby agrees to be bound by this Agreement and Paystone's Privacy Policy which may be accessed through the Website without limitation or qualification. If you, as the Merchant, do not agree to be bound by this Agreement or Paystone's Privacy Policy, then you must not use the Services. This Agreement is a legal agreement between the Merchant and Paystone. If you have any questions or concerns about this Agreement or Paystone's Privacy Policy, please email compliance@paystone.com.

DEFINITIONS:

"Access Credentials" means any user name, identification number, password, license or security key, security token, or other security code, method, technology, or device used, alone or in combination, to verify a User's identity and authorization to access and use the Service.

"Merchant Data" means any and all information, data, and other content, in any form or medium, that is uploaded into the Software or otherwise provided to Paystone, directly or indirectly, by the Merchant or a User in connection with the Service.

"Merchant Systems" means the Merchant's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by the Merchant or through the use of third-party services.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent the Merchant or any User from accessing or using the Service or Paystone Systems as intended by this Agreement.

"Intellectual Property Rights" means: (a) any and all proprietary rights provided under: (i) patent law; (ii) copyright law (including moral rights); (iii) trade-mark law; (iv) design patent or industrial design law; or (v) any other statutory provision or common law principle applicable to this Agreement, including trade secret law, which may provide a right in ideas, formulae, algorithms, concepts, inventions, processes or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions, processes or know-how; and (b) any and all applications, registrations, licenses, sublicenses, agreements or any other evidence of a right in any of the foregoing.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy, and "Processing" and "Processed" have correlative meanings.

"Service(s)" means the Paystone Account and its associated features.

"Software" means Paystone's proprietary software applications (including the Paystone Account) and any third-party or other software, and all Updates, new versions, revisions, improvements, and modifications of the foregoing, that Paystone provides access to and use of as part of the Services.

"User" means an employee of the Merchant.

"Website" means the Paystone website located at the URL https://www.paystone.com.

"Paystone Materials" means the Paystone Systems, Software, Website and any and all other information, data, documents, materials, works, and other content that are provided or used by Paystone in connection with the Services or otherwise comprise or relate to the Services or Paystone Systems, including any third-party materials contained therein, but excluding the Merchant Data. For the avoidance of doubt, Paystone Materials include all modifications and derivative works of any of the foregoing and to anything developed or delivered by or on behalf of Paystone under this Agreement.

"Paystone Systems" means the information technology infrastructure used by or on behalf of Paystone in providing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Paystone or through the use of third-party services.

1. Services and Software

1.1 License. The Merchant acknowledges and agrees that the Services made available to the Merchant by Paystone are licensed and not sold to the Merchant. Unless otherwise stated in this Section 1.1, and at all times subject to the Merchant's compliance with the terms and conditions of the Agreement Paystone hereby grants the Merchant a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to: (a) access and use the Service during the Term solely for purposes of Merchant's internal business operations; and (b) install, access, and use the Software, in object code form only, in connection with Merchant's use of the Services. The Merchant may allow its Users to access and use the Service and install, access, and use the Software for the purposes set forth above, provided that the Merchant shall ensure its Users' compliance with the Agreement and the Merchant shall be responsible and liable for any User's non-compliance with the Agreement.

The Merchant acknowledges and agrees that Paystone may revoke the license set out in this Section 1.1 at any time, with or without reason. The license granted hereunder will also terminate, with immediate effect, if the Merchant (or a User of the Merchant) breaches any term or condition of this Agreement.

1.2 Updates. Paystone may, from time to time in its sole discretion, develop and provide Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, "Updates"). Updates may also modify or delete in their entirety certain features and functionality of the Service. The Merchant acknowledges and agrees that Paystone may provide such Updates from time to time, provided, however, that Paystone has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Service. If the Merchant downloads a Paystone-branded mobile application ("Application") on a mobile device, when such mobile device is connected to the Internet, either: (a) the Application will automatically download and install all available Updates; or (b) the Merchant may receive notice of or be prompted to download and install available Updates. The Merchant acknowledges and agrees that the Applications or portions thereof may not properly operate should the Merchant fail to download Updates.

1.3 Limitations and Restrictions. The Merchant acknowledges and agrees that the Merchant is responsible for its activities, and the activities of its Users while using the Services. The Merchant shall not, and shall not permit any User or other person or entity to, access or use the Service or Paystone Materials except as expressly permitted in the Agreement. Without limiting the foregoing, the Merchant shall not, except as expressly permitted in the Agreement: (a) copy, modify, or create derivative works or improvements of the Service or Paystone Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, or transfer the Service or any Paystone Materials to any person or entity, including in connection with any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Paystone Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Service or Paystone Materials or access or use the Service or Paystone Materials other than through the use of then valid Access Credentials; (e) input, upload, transmit, or otherwise provide to or through the Service or Paystone Systems any Merchant Data or other information or materials that (i) contain, transmit, or activate any Harmful Code, or (ii) are unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy right or right of publicity, or racially or ethnically objectionable, or (iii) infringe upon or violate the Intellectual Property Rights of any third-party; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Service, Paystone Materials, or Paystone's provision of services to any third-party, in whole or in part; (g) remove, delete, alter, or obscure any Intellectual Property Rights notices from any Service or Paystone Materials; (h) access or use the Service or Paystone Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law; (i) access or use the Service or Paystone Materials for purposes of competitive analysis of the Service or Paystone Materials, the development, provision, or use of a competing service or product, or any other purpose that is to Paystone's detriment or commercial disadvantage; or (j) otherwise access or use the Service or Paystone Materials beyond the scope of the rights granted under Section 1.1 (License) above.

2. Certain Merchant Obligations.

2.1 Merchant Control and Responsibility. The Merchant has and shall retain sole control over the operation, maintenance, and management of, and all access to and use of, the Merchant Systems, and the Merchant has and shall retain sole responsibility for: (a) all Merchant Data, including its use, accuracy, quality, and reliability; (b) all information, instructions, and materials provided by or on behalf of the Merchant in connection with the Services; (c) the Merchant Systems; (d) the security and use of Merchant's Access Credentials; and (e) all access to and use of the Service and Paystone Materials directly or indirectly by or through the Merchant Systems or the Merchant's Access Credentials, with or without the Merchant's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. Paystone is not liable for any loss or damage arising from Merchant's failure to protect its Access Credentials.

2.2 Corrective Action and Notice. If the Merchant becomes aware of any actual or threatened activity prohibited by Section 1.3 (Limitations and Restrictions), the Merchant shall, and shall cause its Users to, immediately: (a) notify Paystone of any such actual or threatened activity; and (b) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects.

3. Data

3.1 Privacy Policy.All Merchant Data and any other information Paystone collects when the Merchant accesses and/or uses the Service is subject to Paystone's Privacy Policy available at www.paystone.com/legal#privacy ("Privacy Policy"), which is hereby incorporated herein by reference. The Merchant consents to all actions taken by Paystone with respect to such information in compliance with the Privacy Policy.

4. Communications and Feedback.

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

4.2 By submitting suggestions, documents, proposals, material, content, graphics, messages, communications, data and/or information to Paystone ("Feedback") to Paystone, the Merchant acknowledges that: (i) the Merchant's and/or a User's Feedback does not contain confidential or proprietary information; (ii) Paystone is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) the Merchant grants Paystone and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, unlimited, sublicensable and non-exclusive license and right to receive, use, disclose, reproduce, adapt, merge or aggregate with other information or data, modify, translate, publish, make available, publicly display, sell, transfer, transmit and otherwise use such Feedback for any purpose, in any manner, in any media and format; (iv) the Merchant irrevocably waives any of its moral rights in and to such Feedback and assigns to Paystone all rights in and to the Feedback in perpetuity; (v) neither the Merchant or any Users are entitled to any compensation or reimbursement of any kind from Paystone under any circumstances; and (vi) the Merchant represents and warrants to Paystone, and can demonstrate to Paystone, upon request, that the Merchant has the rights to grant Paystone the rights set out in (iii) above.

5. Content.

5.1 Services and Paystone Materials. As between Merchant and Paystone, Paystone is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Services and Paystone Materials, including all Intellectual Property Rights therein and thereto. Other than the limited license granted to Merchant pursuant to Section 1.1 (License) above, nothing in the Agreement grants Merchant any right, title, or interest in or to the Services or Paystone Materials, including any Intellectual Property Rights therein or relating thereto, whether expressly, by implication, estoppel, or otherwise, and all such rights are reserved to Paystone.

5.2 Service Analyses. Paystone may: (a) compile statistical and other information related to the performance, operation, and use of the Services; and (b) use data from the Paystone Systems in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (both (a) and (b) collectively referred to as, "Service Analyses"). Paystone may make Service Analyses publicly available and use the Service Analyses for its business purposes, however Service Analyses shall not incorporate Merchant Data in a form that could serve to identify the Merchant or any individual. Service Analyses do not constitute Merchant Data, and Paystone shall retain all right, title, and interest in and to Service Analyses, including all Intellectual Property Rights therein and thereto.

6. Other Websites and Ancillary Services.

6.1 Links to Other Websites. Portions of the Service may contain links to websites operated by third parties. Such links are provided for the Merchant's convenience only, and if the Merchant accesses any such linked websites, the Merchant does so at its own risk. Paystone is not responsible for the content of any such websites, or the products and services sold on them, nor is Paystone responsible or liable for any loss or damage that may arise from the Merchant's use of such websites. When the Merchant visits a third-party website, the Merchant should read the terms and conditions and privacy policy that govern that particular website. Links to third-party websites do not imply Paystone's endorsement of any content, advertising, products, services, or other materials on or available through such websites.

6.2 Ancillary Services. As part of the functionality of certain parts of the Services, the Merchant may have access to certain third-party online services ("Ancillary Services"). The Service is designed to allow the Merchant to access accounts that the Merchant may have on the Ancillary Services to allow the Service to access and aggregate information from such account(s). The Merchant acknowledges and agrees that: (a) some third parties may not allow the Services to access certain Ancillary Services; and (b) third parties may make changes to their websites or other Ancillary Services, with or without notice to Paystone, that may affect overall performance of the Services and prevent or delay aggregation of information from the Merchant's account(s) on such Ancillary Services. The Merchant acknowledges and agrees that Paystone has no control over any of the Ancillary Services and will have no liability whatsoever for the Ancillary Services or any actions or inactions on the part of such third parties resulting in the Merchant's inability to use the Service to access its accounts, obtain data, or otherwise access or use the Ancillary Services.

6.3 Collection of Ancillary Account Data. The Merchant acknowledges that in accessing the Ancillary Services through the Service, the Merchant's username(s), password(s), and any other security or access information for the Merchant's account(s) on such Ancillary Services, and data and other information in such account(s) (collectively, "Ancillary Account Data"), may be collected and stored through the Service. The Merchant authorizes Paystone, in conjunction with Paystone's provision of the Services, to: (a) access the Merchant's account(s) on Ancillary Services and collect and Process the Merchant's Ancillary Account Data; (b) access the applicable third-party websites and Ancillary Services using the Merchant's Ancillary Account Data; and (c) take such other actions as are reasonably necessary to perform the actions described in (a) and (b) above.

7. Changes and Suspension.

7.1 Changes to the Services. Paystone reserves the right to make changes to the Services and Paystone Materials, or any portion thereof, for any reason. Merchant agrees that Paystone will not be liable to Merchant or third-party for any such change.

7.2 Temporary Suspension of the Services. Paystone may temporarily suspend the Service, in whole or in part, where required by law (in the case of security violations or threats), for service maintenance or repair, or for any other reason deemed necessary by Paystone in the circumstances.

7.3 Suspension of Merchant's Access. Paystone may suspend the Merchant's and/or any of its Users' access to or use of all or any part of the Services or Paystone Materials, without incurring any resulting obligation or liability, if: (a) Paystone receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Paystone to do so; (b) Paystone believes, in its good faith and reasonable discretion, that Merchant or any of its Users have violated any part of these Terms of Service, including the provisions of Section 1.3 (Limitations and Restrictions); or (c) the Merchant fails to pay any amount when due under the Agreement. Any such suspension shall not excuse the Merchant from its obligation to make the payment(s) contemplated under the Agreement to Paystone.

8. Indemnification.

8.1 Indemnification of Paystone. The Merchant will indemnify, defend, and hold harmless Paystone, its Affiliates, and its and their respective officers, directors, employees, and agents from and against all losses, damages, judgments, assessments, fines, costs, and expenses (including court costs and reasonable attorneys' fees) arising out of or in connection with any third-party claim, action, suit, or proceeding arising out of or related to: (a) Merchant Data, including any Processing of Merchant Data by or on behalf of Paystone in accordance with this Agreement; (b) Paystone's compliance with any specifications or directions provided by or on behalf of Merchant; or (c) any breach or violation of this Agreement or applicable law by Merchant, any User, or any other person accessing and/or using any of the Services or Paystone Materials directly or indirectly by or through the Merchant Systems or Merchant's Access Credentials, with or without Merchant's knowledge or consent. Furthermore, the Merchant will defend, indemnify and hold harmless Paystone, its Affiliates and each of their respective directors, officers, employees, contractors, suppliers, licensors, representatives and agents from all liabilities, claims and expenses (including reasonable legal fees) that arise from, are based upon or in connection with, or relate to the Merchant's use of the Services, or anyone using the Merchant's (or a User's) login credentials to the Services, or any violation or alleged violation by the Merchant or a User using the Merchant's (or a User's) login credentials of these Terms of Service.

9. Disclaimers.

9.1 Disclaimer of Warranties. THE MERCHANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES, EQUIPMENT, AND PAYSTONE MATERIALS IS AT THE MERCHANT'S SOLE RISK. ALL SERVICES, EQUIPMENT, AND PAYSTONE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND PAYSTONE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, PAYSTONE DOES NOT MAKE ANY WARRANTY OF ANY KIND THAT THE SERVICES, EQUIPMENT, OR PAYSTONE MATERIALS, OR ANY RESULTS OF THE USE THEREOF, SHALL MEET THE MERCHANT'S REQUIREMENTS OR THE REQUIREMENTS OF ANY OTHER PERSON, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, FREE OF HARMFUL CODE, OR ERROR FREE.

IN NO EVENT WILL PAYSTONE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT OR ARISE FROM OR ARE IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, ANY OF THE SERVICES, EQUIPMENT AND PAYSTONE MATERIALS OR ANY THIRD-PARTY WEBSITES, EVEN IF PAYSTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MERCHANT HEREBY EXPRESSLY HOLDS PAYSTONE HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, LIABILITY, DAMAGES, INJURIES AND EXPENSES (INCLUDING ANY PERSONAL INJURY CLAIMS) ARISING OUT OF OR RELATING TO THE MERCHANT'S (OR A USER'S) USE OF ANY OF THE SERVICES, EQUIPMENT OR PAYSTONE MATERIALS, THIRD-PARTY WEBSITES AND ANY ALLEGED OR ACTUAL VIOLATION BY THE MERCHANT (OR A USER) OF THESE TERMS OF SERVICE.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN THE MERCHANT'S JURISDICTION, PAYSTONE WILL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT, OR OTHERWISE TO THE MERCHANT (OR A USER), INCLUDING ANY LIABILITY FOR NEGLIGENCE OR STRICT LIABILITY. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THESE TERMS OF SERVICE WILL APPLY: (i) IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY THE MERCHANT (OR A USER), INCLUDING BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND WILL SURVIVE A FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OF SERVICE OR OF ANY REMEDY CONTAINED HEREIN; AND (ii) TO PAYSTONE AND ITS AFFILIATES, THEIR SUCCESSORS, ASSIGNS, AGENTS, SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND INDEPENDENT CONTRACTORS.

THE MERCHANT ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF SERVICE CONSTITUTE AN ESSENTIAL ELEMENT OF THESE TERMS OF SERVICE AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS, THE FEES AND OTHER TERMS IN THESE TERMS OF SERVICE WOULD BE SUBSTANTIALLY DIFFERENT. IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET OUT ABOVE, IN NO EVENT WILL ANY DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS OF PAYSTONE OR ANY DISTRIBUTORS, SUPPLIERS, INDEPENDENT CONTRACTORS, CUSTOMERS, PARTNERS OR ORGANIZATIONS THAT WORK WITH PAYSTONE IN CONNECTION WITH THE SERVICES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS, OR ANY AFFILIATES OF PAYSTONE HAVE ANY LIABILITY ARISING FROM OR RELATED TO THESE TERMS OF SERVICE, THE SERVICES, EQUIPMENT OR PAYSTONE MATERIALS.

9.2 No Professional Advice.The information provided on or through any of the Service is for informational purposes only and should not be construed as legal, financial, accounting, or other professional advice. The Merchant should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information provided on or through any Service.

10. Limitation of Liability.

10.1 Maximum Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE COLLECTIVE AGGREGATE LIABILITY OF PAYSTONE, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS UNDER OR RELATED IN ANY WAY TO THE AGREEMENT OR ITS SUBJECT MATTER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY MERCHANT TO PAYSTONE UNDER THE AGREEMENT DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. General.

11.1 Assignment. Paystone may assign this Agreement, in whole or in part, without notice or consent. Paystone may perform all obligations hereunder directly, or may have some or all of its obligations performed by contractors, subcontractors or other third-parties. The Merchant may not assign this Agreement, in whole or in part, without the prior written consent of Paystone, and any such assignment by the Merchant without Paystone's prior written consent will be of no effect.

11.2 Force Majeure. Notwithstanding anything contained in this Agreement, Paystone will not be in default or breach of these Terms of Service for failure to fulfill our obligations when due to or contributed by causes beyond our reasonable control, including: an act of God such including a fire, flood, earthquake, epidemic, volcanic eruption, adverse weather conditions, storm, hurricane or other natural disaster, a strike, lock-out, labour dispute; war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war rebellion revolution insurrection or military or usurped power, terrorism, act of sabotage, civil disturbance, blockade, riot, civil commotion, malicious damage, interruption or failure of electricity, power supply, interruption or failure of the internet or other telecommunication facility, network or means of telecommunication, computer virus, or bug, third-party computer infiltration, attack by a hacker, governmental restriction, or any other act or circumstance that materially increases or affects the risk or danger to the health or safety of members of the public.

11.3 Geographic Restrictions. Paystone does not represent that the Service or any Paystone Materials are appropriate or available for use outside of Canada. Access to and use of the Service may not be legal by certain persons or in certain countries. If the Merchant accesses the Service from outside Canada, the Merchant does so on its own initiative and is responsible for compliance with all applicable laws.

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

Paystone
3200 Wonderland Road South
London, Ontario
N6L 1A6
Attention: Corporate Counsel

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

11.5 No Waiver; Severability. The failure of Paystone to exercise any rights under this Agreement shall not be deemed a waiver of such right or any other rights. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be severed to the extent of its invalidity, illegality, or unenforceability, and all other provisions will continue in full force and effect to the extent permitted by law.

11.6 Governing Law; Jurisdiction; Class Action Waiver. This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein, excluding any body of law governing conflicts of law. Paystone reserves the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of competent jurisdiction, for claims regarding: (i) amounts owed by the Merchant to Paystone in connection with the Merchant's use of the Services, the Paystone Materials or any portion thereof; or (ii) the Merchant's actual or threatened violation of this Agreement or any part thereof. The Merchant irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in the Province of Ontario, for any claims arising from or related to this Agreement, and/or any of the Services and/or the Paystone Materials. The Merchant agrees that, in the event that there is a dispute under the Agreement and such dispute is to be resolved in a court of law, such dispute will not be resolved by jury trial, and the Merchant hereby: (i) waives all rights to a trial by jury in any matter related to or arising from the Agreement; and (ii) agrees that such dispute will be conducted only on an individual basis and not in a class, representative, consolidated or mass action. If any part of this Section 11.3 is found to be unenforceable, the remainder of this Section 11.3 will still be given full force and effect.

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

11.8 Survival. The following sections of these Terms of Service will survive any termination of these Terms of Service, termination of this Agreement, or revocation of the License to the Merchant under Section 1.1: Definitions, Section 4 (Communications & Feedback), Section 5 (Content), Section 6 (Other Websites and Ancillary Services), Section 8 (Indemnification) Section 9 (Disclaimers), Section 10 (Limitation of Liability) and this Section 11 (General).

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

Last Updated: June 28, 2018

Donation Kiosk Terms and Conditions

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

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

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

1. Definitions

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

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

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

2. Services Conditional

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

3. Term

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

4. Fees and Surcharges

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

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

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

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

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

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

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

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

5. Equipment

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

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

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

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

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

6. Data

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

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

7. Merchant Responsibilities

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

 

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

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

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

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

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

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

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

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

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

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

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

xii. maintain appropriate reporting and operational processes;

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

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

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

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

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

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

8. Feedback; Marketing and Communications

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

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

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

9. Intellectual Property

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

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

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

10. Disclaimers; Limitation of Liability

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

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

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

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

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

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

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

11. Indemnification

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

12. Assignment

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

13. Termination

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

(b) Subject to 13(c), the Merchant may terminate this Agreement at any time with thirty (30) days advance written notice to Paystone, however shall be subject to an early termination fee (the "ETF") of two hundred and ninety-five dollars ($295) per unit of Equipment and any reasonable return shipping cost(s) incurred as a result of this agreement being terminated.

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

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

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

14. Enurement

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

15. Amendments

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

16. Notices

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

Paystone
3200 Wonderland Road South London,
Ontario
N6L 1A6
Attention: Corporate Counsel

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

17. Entire Agreement

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

18. No Waiver; Severability

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

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

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

19. Governing Law; Jurisdiction; Class Action Waiver

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

20. Changes

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

21. Survival

The following provisions in these Terms and Conditions will survive any termination of these Terms and Conditions or the expiration or termination of the Agreement: Section 4(Fees and Surcharges), Section 8 (Feedback; Marketing and Communications), Section 9 (Intellectual Property) Section 10 (Disclaimers; Limitation of Liability), Section 11 (Indemnification), Section 16 (Notices), Section 17 (Entire Agreement) Section 18 (No Waiver; Severability), Section 19 (Governing Law; Jurisdiction, Class Action Waiver), this Section 21, and Section 22 (Language).

22. Language

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

Last Updated: January 30, 2019

Fundraising Platform Terms and Conditions

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

The Merchant intends to select Paystone Fundraising Platform products and services to provide its customers services, which may include the option of purchasing the Merchant's goods and/or services using credit and/or debit cards, making donations to the Merchant using credit and/or debit cards, using Paystone Foundation to collect donations on behalf of the Merchant, using Paystone products and services to facilitate collection of donations for third-party entities, using Paystone to administer donors and donations, and other services as mutually agreed to by the parties from time to time (collectively, the "Services"). By accepting this Agreement, the Merchant agrees to be bound by all applicable provisions, including any amendments, restatements, supplements, or any other modification of this Agreement, and will ensure compliance of this Agreement by any and all persons associated with the Merchant, including but not limited to, partners, employees, contractors, agents, and/ or representatives. If you have any questions or concerns about these Terms and Conditions, please contact Paystone by email at compliance@paystone.com.

1. Definitions

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

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

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

2. Services Conditional

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

3. Term

This Agreement will be effective upon the date of acceptance and will continue for a term of one (1) year unless otherwise terminated in accordance with this Agreement (the "Initial Term"). Upon the expiry of the Initial Term, this Agreement will automatically renew on the terms and conditions contained in this Agreement for additional periods of six (6) months each (each, a "Renewal Term") unless a party provides written notice of non-renewal to the other party no fewer than 90 days prior to the expiry of the Initial Term or then-current Renewal Term, as applicable. For certainty, in this Agreement, all references to the "Term" mean, collectively, the Initial Term and the Renewal Term (if any).

4. Fees and Surcharges

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

(b) If the Merchant's equipment is not subject to a rental fee as set out in the Application, the Merchant will be required to process the minimum monthly credit card processing amount set out in the Application (the "Monthly Minimum"). If at any time during any given month during the Term or any subsequent Renewal Term, the Merchant does not meet the Monthly Minimum set out in the Application, the Merchant shall pay to Paystone a monthly processing fee (the "Monthly Processing Fee") as set out in the Application, in addition to all other fees payable under this Agreement, including, without limitation, all surcharges, Transaction Fees, administrative fees, equipment fees, wireless fees, and/or reconnection fees, owed by the Merchant to Paystone. For clarity, the Monthly Processing fee only applies if the Merchant does not meet the Monthly Minimum agreed to by the parties in the Application. The Merchant acknowledges and agrees that Paystone may debit the Merchant's account for any Monthly Processing Fee in accordance with the PAD.

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

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

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

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

(g) Notwithstanding anything contained herein, the Merchant hereby irrevocably authorizes and directs Paystone or any financial institution acting on behalf of Paystone, to deduct any and all amounts, including but not limited to all surcharges, Transaction Fees, Monthly Processing Fees, or any wireless, Equipment swap, restocking, administrative, cancellation, and reconnection fees, owed by the Merchant in accordance with the Pre-Authorized Debit Agreement ("PAD") set out in the Application. The Merchant acknowledges and agrees that the PAD in no way limits Paystone to any method of collection for the recovery of monies owed. As agreed to between Paystone and the Merchant, Paystone may bill the Merchant for any amount owing as a result of this Agreement.

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

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

5. Equipment

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

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

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

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

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

6. Data

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

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

7. Merchant Responsibilities

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

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

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

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

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

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

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

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

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

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

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

xi. maintain appropriate reporting and operational processes;

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

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

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

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

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

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

8. Feedback; Marketing and Communications

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

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

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

9. Intellectual Property

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

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

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

10. Disclaimers; Limitation of Liability

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

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

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

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

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

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

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

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

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

 

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

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

 

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

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

 

11. Indemnification

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

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

 

12. Assignment

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

13. Termination

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

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

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

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

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

14. Enurement

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

15. Amendments

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

16. Notices

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

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

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

17. Entire Agreement

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

18. No Waiver; Severability

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

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

19. Governing Law; Jurisdiction; Class Action Waiver

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

20. Changes

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

21. Survival

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

22. Language

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

 

Last Updated: October 22, 2018

End User License Agreement

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

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

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

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

1. Definitions

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

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

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

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

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

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

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

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

2. The App

 

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

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

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

3. Use Restrictions

 

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

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

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

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

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

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

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

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

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

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

4. Responsibility for use of Software; Suspension

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

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

5. Fees

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

6. Feedback; Marketing and Communications

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

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

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

7. Intellectual Property Rights

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

8. Limited Warranties; Limitation of Liability; Indemnity

 

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

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

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

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

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

9. General

 

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

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

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

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

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

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

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

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

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

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

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

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

Last Updated: April 12, 2019

Accessibility for Ontarians with Disabilities: Accessible Customer Service Policy

Paystone Inc., including any subsidiaries or affiliates such as Givepoint, its agent(s), partner(s), or other authorized representative(s) (collectively or individually "Paystone"), is committed to the full inclusion of people with disabilities in accordance with the Accessibility for Ontarians with Disabilities Act 2005, including the requirements of all applicable regulations (collectively, the "AODA"). This Accessible Customer Service Policy (this "Policy"), outlines Paystone's actions to comply with the AODA and to identify, remove and prevent barriers for people with disabilities (both visible and non-visible) in accessing Paystone's products, services and facilities.

For your convenience, we have provided a glossary of definitions at the end of this Policy.

Customer Care

Paystone is committed to excellence in serving all customers, including those customers with disabilities. Paystone is committed to providing its goods and services in a way that respects the privacy, dignity and independence of persons with disabilities and ensuring that customers with disabilities receive the same quality as service as others do.

Communication, Assistive Devices, Service Animals & Support Persons

Accessible Communication

Paystone recognizes that persons with disabilities may use or require communication supports when accessing Paystone's products, services and/or facilities. Paystone is committed to ensuring that its employees will communicate with persons with disabilities in a manner that takes into account their disability.

Accessible formats will be provided to persons with disabilities, when applicable, on request, and when such accommodation will not cause undue hardship to Paystone.

Assistive Devices

Paystone is committed to ensuring that persons with disabilities who use assistive devices receive equal access to Paystone's products, services and/or facilities. Paystone will endeavour to ensure that its employees are familiar with various assistive devices that may be used by customers with disabilities when accessing Paystone's products, services and/or facilities.

Service Animals and Support Persons

Paystone welcomes persons with disabilities and their service animals and permits service animals on the parts of Paystone's premises that are open to the public. Paystone will ensure that all employees dealing with the public are familiar with how to interact with persons with disabilities who are accompanied by service animals.

Paystone is also committed to welcoming persons with disabilities who are accompanied by a support person. Any person with a disability who is accompanied by a support person will be allowed on Paystone's premises with his or her support person. At no time will a person with a disability who is accompanied by a support person be prevented from having access to his or her support person while on our premises.

Notice of Temporary Disruption

In the event of temporary disruptions to services and/or facilities for persons with disabilities, Paystone will promptly provide notice to customers. Notices may be provided by email to customers, and/or posted on Paystone's website (www.paystone.com) and/or posted at Paystone's office, located at 3200 Wonderland Road South, London, Ontario, N6L 1A6. Notices will include information about the reason for the disruption, its anticipated length of time, and information of alternative facilities or services, if available. Paystone will make reasonable efforts to provide prior notice of planned disruptions, if possible.

Employee Training

Paystone is committed to providing training to all employees who deal with the public and all those who are involved in the development and approvals of customer service policies, practices and procedures.

Training will include, without limitation:

  • The purpose and requirements of the AODA;
  • The requirements of all applicable regulations under the AODA; and
  • Information about Paystone's policies and procedures pertaining to the provision of Paystone's services to persons with disabilities

Paystone will keep records of the training provided under this section, including the dates on which the training is provided and to whom such training is provided.

Feedback & Communications

Policies, procedures and practices with respect to accessibility, including this Accessible Customer Service Policy and those required under the AODA (our "Policies") shall be made available in hard copy or can be found on Paystone's website (www.paystone.com) Copies of our Policies will also be made available in an accessible format, and with communication supports where necessary, upon request.

Feedback will be accepted in person, by telephone, in writing or by email. If a feedback method is not suitable, a customer may request another method for communication. Paystone will respect the privacy of all individuals that submit feedback, and feedback will be reviewed for possible action that can be taken to improve Paystone's services.

For more information on this accessibility plan, please contact Paystone's Customer Service team at:

Phone: 1 (888) 900-9192

Fax: 1 (888) 630-4539

Email: support@paystone.com

Accessible formats of this document are available free, upon request.

For legal/compliance related inquiries, please email Paystone's Compliance Officer at compliance@paystone.com

Amendments to Policies

Paystone will comply with all applicable federal, provincial and municipal legislation with respect to accessibility and will implement the standards specified under the AODA in effect from time to time. Whenever new or revised standards are developed under the AODA, this Policy will be reviewed and updated to the extent necessary to ensure consistency with legislation.

Paystone shall have full discretionary authority to administer and interpret this policy. We reserve the right to modify, amend, suspend or terminate this Policy at any time, in its sole discretion, provided that such modification, amendment, suspension or termination is permitted under applicable legislation.

Glossary

"accessible formats" include, without limitation, large print, recorded audio and electronic formats, braille and other formats usable by persons with disabilities.

"assistive devices" means a technical aide, communication device or other instrument that is used to maintain or improve the functional abilities of people with disabilities. Assistive devices may include, without limitation, wheelchairs, walkers, a personal oxygen tank or any other device that might assist in hearing, seeing, communicating, moving, breathing and/or reading.

"barrier" means anything that prevents a person with a disability from fully participating in all aspects of society because of his or her disability, including a physical barrier, an architectural barrier, an information or communications barrier, an attitudinal barrier, a technological barrier, a policy or a practice.

"communication supports" include, without limitation, captioning, alternative and augmentative communication supports, plain language, sign language and other supports that facilitate effective communications.

"disability" means:

(a) any degree of physical disability, infirmity, malformation or disfigurement that is caused by bodily injury, birth defect or illness and, without limiting the generality of the foregoing, includes diabetes mellitus, epilepsy, a brain injury, any degree of paralysis, amputation, lack of physical co-ordination, blindness or visual impediment, deafness or hearing impediment, muteness or speech impediment, or physical reliance on a guide dog or other animal or on a wheelchair or other remedial appliance or device,

(b) a condition of mental impairment or a developmental disability,

(c) a learning disability, or a dysfunction in one or more of the processes involved in understanding or using symbols or spoken language,

(d) a mental disorder, or

(e) an injury or disability for which benefits were claimed or received under the insurance plan established under the Workplace Safety and Insurance Act, 1997;

"service animals" for the purpose of this policy means:

(a) A guide dog as defined in Section 1 of the Blind Persons Rights Act R.S.O 1990, Chapter B.7;

(b) A service animal for a person with a disability. For the purpose of this policy, an animal is a service animal:

i. if it is readily apparent that the animal is used by the person for the reasons relating to his or her disability;

ii. or of the person provides a letter from a physician or nurse confirming that the person requires the animal for reasons relating to the disability.

For certainty, a service animal does not include a therapy animal (i.e. an animal trained to provide affection and comfort, but is not trained to perform specific tasks to help a person who has a disability).

"support person" means another person who accompanies a person with a disability in order to aide him or her with communication, mobility, personal care or medical needs or with access to goods and/or services

Last Updated: March 18, 2019

Accessibility for Ontarians with Disabilities: Multi-year Accessibility Plan

Statement of Commitment

Paystone Inc., including any subsidiaries or affiliates such as Givepoint, its agent(s), partner(s), or other authorized representative(s) (collectively or individually "Paystone"), is committed to treating all people in a way that allows them to maintain their dignity and independence. We believe in integration and equal opportunity. We are committed to meeting the needs of people with disabilities in a timely manner, and will do so by identifying, preventing and removing barriers to accessibility and meeting accessibility requirements under the Accessibility for Ontarians with Disabilities Act 2005, including the requirements of all applicable regulations (collectively, the "AODA").

This Multi-Year Accessibility Plan (this "Plan"), outlines Paystone's strategies and actions to identify, remove and prevent barriers for people with disabilities in accessing Paystone's products, services and facilities. Paystone will review and update this Plan at least once every 5 years, in accordance with applicable legislation.

Accessible Websites and Web Content

Paystone is committed to meeting the communication needs of people with disabilities. Consumer-based websites and web content controlled by Paystone confirm to the World Wide Web Consortium Web Content Accessibility Guidelines 2.0 (WCAG 2.0) at Level A.

By January 1, 2021, Paystone will ensure that all websites and content conform to the World Wide Web Consortium Web Content Accessibility Guidelines 2.0 (WCAG 2.0) Level AA.

Implementation Deadline:

WCAG 2.0 Level AA by January 1, 2021

Status:

In progress.

Accessible Websites and Web Content

Recruitment, Assessment and Selection

Paystone is committed to fair and accessible employment practices. When requested, Paystone accommodates people with disabilities during the recruitment and assessment processes and when people are hired. In addition, Paystone has ensured that the following procedures are in place during the recruitment, assessment and selection process:

  • All recruitment advertising contains a statement outlining that upon request, Paystone accommodates persons with disabilities throughout the recruitment process.
  • Managers and staff are provided with the appropriate guidance on how to accommodate persons with disabilities at individual meetings; and
  • Successful candidates are notified about Paystone's policies for accommodating employees with disabilities.

Additionally, Paystone consults any candidate who requests an accommodation in a manner that considers the candidate's disability and individual needs.

Accessible Formats; Communication Supports; Barriers to Accessibility

If requested by an employee with a disability, Paystone will provide, or will arrange for the provision of accessible formats and communication supports for: (i) information needed by the employee in order to perform his/her job; and (ii) information that is generally available to all Paystone employees. Additionally, Paystone will ensure that any accessibility barriers identified by an employee will be brought to the attention of management for appropriate review to ensure resolution, where possible.

Individual Accommodation Plans; Return to Work; Redeployment

Paystone has implemented individual accommodation plans and return-to-work and redeployment policies for employees that have been absent due to a disability.

Additionally:

  • Paystone's accommodation plans and return to work policies apply to all employees.
  • Individual plans are developed according to the specific needs of the employee and the accommodation required as appropriate to the role.
  • Steps are taken to ensure and protect the privacy of the employee's personal information.
  • The employee's individual accommodation plan will be made available to the employee in an accessible format, if required, based on the employee's individual accessibility needs.

Paystone also ensures that the accessibility needs of employees with disabilities are considered during performance management, career development and redeployment processes. The Senior Human Resources Manager will provide accessible formats of performance management documents, as required and any discussions relating to the performance of an employee with a disability will be conducted in an accessible manner, when needed. The Senior Human Resources Manager also ensures that the needs of employees with disabilities are met during any career development process.

Paystone also has a return to work process for its employees who have been absent from work due to a disability and who require disability-related accommodations to return to work. Documented individual accommodation plans outlining the steps Paystone will take to facilitate the employee's return to work are incorporated as part of the return to work process.

If Paystone reassigns employees to other departments or jobs within the organization as an alternative to layoff (a "redeployment"), Paystone considers the individual accommodation plans and accessibility needs of its employees with disabilities.

Accessible Emergency Information

Paystone is committed to providing customers with publicly available emergency information in accessible formats, when applicable and upon request. Additionally, employees with disabilities are provided with individualized emergency response plans when necessary.

Training

Paystone provides training to its employees on the AODA on a regular basis. Training is provided in a way that best suits the duties of employees and training is also provided in accessible formats to employees with disabilities. Paystone retains records of all such training.

Design of Public Spaces

Where applicable, Paystone will meet the Accessibility Standards for the Design of Public Spaces when building or making major modifications to public spaces. For clarity, public spaces include service-related elements like service counters and waiting areas.

Implementation Timeframe:

January 1, 2014 – January 1, 2021

Status:

In progress, as applicable.

Updates & Amendments to this Plan; for more Information

Paystone will comply with all applicable federal, provincial and municipal legislation with respect to accessibility and will implement the standards specified under the AODA in effect from time to time. Whenever new or revised standards are developed under the AODA, this Plan will be reviewed and updated to the extent necessary to ensure consistency with legislation.

For more information, or for questions about this Plan, please contact Paystone's Compliance Officer at:

Phone: 1 (888) 900-9192

Email: compliance@paystone.com

Accessible formats of this document are available free, upon request.