SPORTSPAY TERMS OF SERVICE
These Terms of Service ("TOS"), together with the Merchant Application ("Application"), (collectively, the "Agreement"), governs the relationship in the provision of Services as selected on the Application between POSconnect Inc. ("SportsPay") and the person, entity or organization named on the Application (the "Merchant" or "you"), each of which may be referred to individually as a "Party" or collectively as "Parties". As a condition of providing Services to SportsPay on behalf of Merchant, Acquirer, Member and Payment Networks (each individually and collectively a "Financial Service Provider") require that SportsPay include certain terms and conditions in the Agreement relating to the payment processing services being provided to Merchant. On and subject to the terms and conditions hereof, SportsPay is: (i) acting in the capacity of a "Payment Facilitator" (as defined by the Payment Networks), on behalf of and as agent of Elavon Canada Company ("Acquirer") and it's Members and will provide Merchant with card processing services as described herein; and (ii) will provide Merchant with additional services as agreed to by the Parties. SportsPay provides processing services with respect to Credit Card transactions including Visa Canada Corporation ("Visa") and MasterCard International Incorporated ("MasterCard"). SportsPay is intending for you to be able to accept transactions for all of these Card Brands and all the other Services designated in this Agreement or any attachment to this Agreement. THEREFORE, SportsPay and Merchant hereby agree to the terms and condition set forth herein. 
1. Definitions. Capitalized terms used in these Terms of Service ("TOS") will have the meaning stated in Appendix 1 unless the context otherwise requires or unless the term is assigned an alternative definition within the TOS. 
2. Scope of Agreement. The TOS and the other portions of the Agreement govern your receipt and use of the Services selected by you in the Application. The TOS is part of the Agreement and the signature by your authorized representative on the Application, will be your acceptance of the terms and conditions contained in the Agreement. No strikeover of the preprinted text of the TOS will be effective. In addition to the terms of the Agreement, Merchant will comply with any Documentation SportsPay provides to Merchant in writing from time to time that is applicable to the Services. In the event of any consistency between any provision of the Agreement and the Payment Network Regulations, the Payment Network Regulations will prevail. 
3. SportsPay Rights. 
3.1. SportsPay reserves the right to provide the Services to anyone and makes no promise of exclusivity. 
3.2. SportsPay reserves the right at any time, and from time to time, to modify or discontinue the Services (or any portion thereof) without notice. SportsPay shall not be liable to you or to any third party for any modification, price change, suspension, data loss, or discontinuance of the Services. 
4. Merchant Obligations and Requirements. 
4.1. General. You shall comply with all Laws and Payment Network Regulations applicable to the selected Services. You shall comply with the Card Brand's operating rules ("Operating Rules"), including the Visa Rules and Regulations and the MasterCard Rules all applicable local, provincial, and federal laws, rules, and regulations ("Applicable Laws" ). The Operating Rules are available from the Card Brand's or on its websites, as updated from time to time. Without limiting the foregoing, you agree that you will fully comply, with any and all confidentiality and security requirements, the Card Brands, including but not limited to the Visa Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Card Brands. Should any portion of the Operating Rules not be publicly available or otherwise made available to you, such unavailability shall not alter or limit your obligation to comply with the Operating Rules. Notwithstanding SportsPay's assistance in understanding the Operating Rules, you expressly acknowledge and agree that you are assuming the risk of your compliance with all provisions of the Operating Rules, regardless of whether you have possession of those provisions. You agree that you will not take any action that could interfere with or prevent the exercise of this right by the Card Brands. In the event of any inconsistency between any provisions hereof and the Operating Rules, the Operating Rules will govern to the fullest extent possible under Applicable Laws. 
4.2. Card Brand Operating Rules and Compliance. You acknowledge that you must immediately notify SportsPay if you have, or in your reasonable opinion will have, greater than $1,000,000 in annual card sales volume processed hereunder (based upon the date your account is boarded) for any one Card Brand. Further, you must also immediately notify SportsPay if you have, or in your reasonable opinion will have, greater than $2,000,000 in annual Card sales volume processed hereunder. 
4.3. Honouring Cards. You will honour a card by accepting it for payment. You will not engage in any acceptance practice or procedure that discriminates against, or discourages the use of, any particular card type in favor of any competing Card Brand. You understand and agree that you are expressly prohibited from presenting Transactions for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities. 
4.4. Discounts. You will clearly display, at the point of sale, any differential discounts you choose to provide among different Card Brands, or any discounts you choose to provide for different methods of payment (e.g. cash, debit card, credit card). 
4.5. Use of Marks. You acknowledge that no party will acquire any right, title, or interest in or to the marks of any Card Brand. You will not assign to any third party any of the rights to use the marks of any Card Brand. You shall prominently display the most current versions of the Payment Network's and EFT Network's names, symbols, or service marks, as appropriate, at or near the POS Device as may be required or requested by the Payment Networks. Companies that accept Cards for Electronic Commerce Transactions must display those names, symbols or service marks on Internet payment screens. You may also display those marks on promotional materials to inform the public that such Credit Cards and Debit Cards will be honored at your places of business. Your use of such marks must comply with the requirements of each mark's owner. Your right to use or display such marks will continue only so long as the Agreement remains in effect. You must remove the marks immediately upon termination.  
4.6. Use of Trademarks. You will use and display the Payment Networks' marks as required by the Payment Networks and in accordance with the standards for use established by the Payment Networks. Your right to use all such marks will terminate upon termination of the Agreement or upon notice by a Payment Network to discontinue such use. Your use of promotional materials provided by the Payment Networks must not imply that the Payment Networks endorse any goods or services other than their own or that use of a Payment Network's product is a requirement to purchase. You must not refer to any Payment Networks in stating eligibility for your products or services.
4.7. Export Laws Compliance. You will comply with all Canadian export Laws, including the list and guide maintained by Export Controls Division of Foreign Affairs, Trade and Development Canada, the Corruption of Foreign Public Officials Act (Canada) and OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, governing the export and re-export of hardware, software or technology applicable to the Services and Equipment. You will not, and will not request SportsPay to, export, directly or indirectly, any technical data pursuant to the Agreement or any product using any such data to any country for which the Canadian government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. 
4.8. MATCH™ and Consortium Merchant Negative File. You acknowledge that SportsPay is required to report your business name and the name of your principals to the MATCH™ listing maintained by Mastercard and accessed by Visa, or to any other negative or terminated merchant file of any other Payment Network, if applicable, pursuant to the requirements of the Payment Network Regulations. You specifically consent to SportsPay's fulfillment of the obligations related to the listing of you and your information in such databases, and you waive all claims and liabilities you may have as a result of such reporting. 
4.9. Merchant Identification. To help the Canadian Government fight the funding of terrorism and money laundering activities, federal law requires financial institutions and their affiliates to obtain, verify, and record information that identifies each person who opens an account. Accordingly, you will provide certain information and identifying documents requested by SportsPay to allow it to identify you. 
4.10. Transaction Investigations. In rare circumstances, a Transaction may need to be investigated. In such circumstances, you agree to assist SportsPay in such investigation and will provide a report to SportsPay in a timely manner upon request. 
4.11. Identify Yourself. To the extent you interact with Cardholders, you will prominently and unequivocally inform the Cardholder of your identity at all points of interaction so that the Cardholder readily can distinguish your business from any other party, such as one of your suppliers of products or services, including SportsPay. Further, you must ensure that the Cardholder understands who is responsible for the card transaction, including delivery of the products (whether physical or digital) or provision of the services that are the subject of the Transaction, and for customer service and dispute resolution, all in accordance with the terms applicable to the Transaction. 
4.12. Accuracy of Information. You must notify SportsPay in writing at least 10 business days prior to any material changes to the information provided in the Application, in the bid process (if applicable), or otherwise in the Agreement, including any additional location or facility at which you want to use SportsPay's Services, the form of entity (e.g., partnership, corporation, etc.), a change in control of Merchant, material changes to the type of goods and services provided or payments accepted, and how Transactions are completed (i.e., by telephone, mail, electronic commerce, or in person at Merchant's place of business). Merchant will promptly provide any additional information that SportsPay reasonably requests regarding the change. SportsPay may rely upon written instructions submitted by you to request changes to your business information. You may request written confirmation of SportsPay's consent to the changes to your business information. 
5. Payment Processing. 
5.1. Authorization. You authorize SportsPay to hold, receive, and disburse funds on your behalf and to designate the Financial Service Provider which may hold settlement funds, on deposit and in trust, pending transfer of funds to you in accordance with the terms of this Agreement. 
5.2. Provisional Credit. You acknowledge and agree that any credits to the Bank Account are provisional only and subject to adjustment or revocation by SportsPay until such time that the Transaction is final and no longer subject to chargeback by the Issuer, Cardholder, or the Card Brands. 
5.3. Processing Limits. SportsPay may impose a cap on the dollar amount of Transaction Receipts that it will process for you as indicated on the Application as Merchant's annual volume or as otherwise established by SportsPay. SportsPay may change this limit from time to time, without prior notice to you. If you exceed the established limit, SportsPay may suspend the processing of Transaction Receipts, and either return all Transaction Receipts evidencing funds over the cap to you or hold those deposits in a separate account or Reserve Account. 
5.4. Merchant Compliance. You will not submit Transactions for processing to SportsPay for any businesses, products, or methods of selling other than those stated in the Application without SportsPay's prior written consent. 
5.5. Original Transactions. You shall not submit returns, refunds or adjustments related to Transactions not originally processed by SportsPay. SportsPay shall not be responsible for processing Transactions in which it did not originally process. 
5.6. Prepayment Transaction. You shall not submit a Transaction until you have performed your obligations to the Cardholder in connection with the Transaction. You must not perform a Transaction that you know or should have known to be fraudulent or not authorized by the Cardholder. You are responsible for all actions or omissions of your employees or agents. You may only submit a Transaction for a prepayment of services, a future event or booking, or of custom-ordered merchandise, manufactured to a Cardholder's specifications, if you advise the Cardholder of the immediate billing at the time of the Transaction and within time limits established by the Operating Rules. If you accept payment for products or services (including bookings or future events) that will not be provided until a future date (a "Prepayment Transaction") SportsPay may, in its sole discretion, hold Reserves for all or a portion of the Prepayment Transaction. 
5.7. Prohibited Transactions. You must not: (a) submit for payment into Interchange any Transaction that (i) arises from the dishonor of a Cardholder's personal check, (ii) arises from the acceptance of a Card at a POS Device that dispenses scrip, (iii) is illegal, or (iv) is otherwise prohibited under the terms of this Agreement or in the Payment Network Regulations; (b) accept Cardholder payments for previous Card charges incurred at your location; (c) accept a Card to collect or refinance an existing debt that has been deemed uncollectible by the company providing the associated goods or services; or (d) accept Cards at POS Devices that dispense scrip. 
5.8. Rights to Dispute Charges, Reports, Invoices. You expressly agree that your failure to notify us that you have not received any settlement funds within three (3) business days from the date that settlement was due to occur, or fail to reject any report, notice, or invoice within thirty (30) business days from the date the report or invoice is made available to you, shall constitute your acceptance of the same. In the event you believe that SportsPay has failed in any way to provide the Services, you agree to provide SportsPay with written notice, specifically detailing any alleged failure, within sixty (60) days of the date on which the alleged failure first occurred. 
5.9. Chargebacks. You agree that SportsPay is not in any way financially responsible for Chargebacks. SportsPay shall be authorized to Chargeback Transactions to you as specified throughout this Agreement. You understand that under the Operating Rules, Chargebacks can occur for many reasons, some of which include: a. The Transaction was made at or by a person other than you; b. The Transaction otherwise violates the terms of this Agreement or the Operating Rules; c. Any representation or warranty made by you in connection with the Transaction is false or inaccurate in any respect; d. SportsPay or Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between you and Cardholder; e. The Cardholder makes a written complaint to SportsPay or Issuer that the Cardholder did not make or authorize the Transaction; or f. A Transaction is charged back by an Issuer. 
5.10. Chargeback Compliance. You shall be liable to SportsPay for the amount of any Transaction disputed by the Cardholder or Issuer for any reason under the Payment Network Regulations. You shall cooperate with SportsPay in complying with the Payment Network Regulations regarding Chargebacks.
5.11. Chargeback Penalty. Excessive chargeback activity (typically a chargeback rate of 1% or higher) can result in your inability to use the Services and can result in your inability to accept payment cards for your business. In any case, including those defined above, SportsPay shall not be obligated to accept a Transaction for credit to the Bank Account. If SportsPay has credited the Bank Account or Reserve Account for such Transaction, SportsPay may return the Transaction to you, and SportsPay shall recover the amount of the Transaction from the aforementioned accounts. You agree that SportsPay, without prior notice, may: a. Charge the amount of the Transaction to the Bank Account; b. Recoup the amount of the Transaction by adjustment of the credits due to you; or c. Set off the amount of the Transaction against any account or property SportsPay holds for or on your behalf. 
5.12. Transaction Acceptance. You agree that SportsPay may, in its sole discretion, suspend, refuse or condition any Transaction that it believes may be in breach of the Agreement, or that exposes you, it, or any other party to unacceptable risk. 
5.13. Suspicious Transactions. If SportsPay suspects that you may be using the Services for unauthorized or illegal purposes, SportsPay may share any information related to such use of the Services with any appropriate financial authority, law enforcement authority or regulatory authority in accordance with its legal obligations. 5.14. Merchant Statement. SportsPay shall make available a statement or similar information on no less than a monthly basis. All information appearing on the statement shall be deemed accurate and affirmed by you unless you object by written notice specifying the particular item in dispute within thirty (30) days after the date the statement became available to you. 
6. Fees and Taxes. 
6.1. Compensation. You agree to pay SportsPay all fees and other amounts due for the Services in accordance with the Agreement and any additional application or setup forms. Such amounts will be calculated and debited from the Bank Account or the Reserve Account once each day or month for the previous day's or month's activity, as applicable, or will be deducted from the funds due by you under the Agreement. 
6.2. Research. You shall pay SportsPay at its standard rate for each research item, including research required to respond to any third party or government subpoena, summons, levy, garnishment or required reporting on your account. 
6.3. Change of Fees. SportsPay may adjust the fees in accordance with Section 18.12 below. 
6.4. Other Amounts Owed. a. In addition to the amounts described in Sections 6.1 and 6.2 above, you agree to pay SportsPay for any Chargebacks, returns, adjustments and associated fees, and for any fines, penalties, assessments, or charges assessed against SportsPay, as applicable, by an Issuer, bank, Financial Service Provider, or third-party provider of financial services (including all fines, penalties, assessments or charges by the Payment Networks as a result of your violation of Payment Network Regulations), and any other payments due under the Agreement. SportsPay may offset these amounts from funds otherwise owed by SportsPay to you or may debit these amounts from your Bank Account or Reserve Account by. If such offset or debit does not fully reimburse SportsPay for the amount owed, you will promptly pay SportsPay such amount upon demand. b. SportsPay will charge interest on all uncollected amounts owed to SportsPay that are more than 30 days past due at a rate no greater than the maximum rate of interest permitted under Laws. You agree to pay all costs associated with such collection efforts, including but not limited to reasonable attorney's fees, should SportsPay take any action against you to collect sums due hereunder. 
6.5. Taxes. a. You shall pay all taxes and other charges imposed by any governmental authority on the Services provided under the Agreement, excluding any taxes based on SportsPay's property or net income. If you are a tax-exempt entity, you will provide SportsPay with an appropriate certificate of tax exemption. b. All fees or charges payable by you to SportsPay as set forth in this Agreement, including the Schedules hereto, the Documentation or any exhibits, do not include goods and services tax, harmonized sales tax, Québec sales tax, value added tax, retail sales taxes and other similar taxes whether now imposed or to be imposed in the future. If any such tax (other than taxes based on SportsPay's income) is found to be applicable, the appropriate amount of tax will be added to and will be payable by you to SportsPay at the same time and upon the same terms as apply to the fees and other charges. 
6.6. Bank Account. You shall establish and maintain one or more Bank Accounts to facilitate payment of fees to SportsPay. You shall maintain sufficient funds in the Bank Account to accommodate all Transactions contemplated by the Agreement and all Chargebacks, returns, adjustments, fees, fines, penalties, assessments from the Payment Networks and other payments due under the Agreement. 
6.7. Pre-Authorized Debits (PADs). You authorize SportsPay, and its vendors and agents, to initiate debit and credit entries to the Bank Account, the Reserve Account, or any other account maintained by you at any institution that is a member of the Canadian Payments Association, all in accordance with the Agreement, including those stated to be made by way of ACH. You agree that any withdrawal by SportsPay and its respective vendors and agents in accordance with the Agreement are PADs for business purposes, as defined under Rule H1 of the Canadian Payments Association. You waive the right to receive advance notice from SportsPay and its respective vendors and agents of all such debits. This authorization will remain in effect after termination of the Agreement and until all of your obligations to SportsPay have been paid in full. If you change the Bank Account, this PAD authorization will apply to the new account and you will provide SportsPay in writing such information regarding the new Bank Account as it deems necessary. It may take SportsPay up to 10 business days after SportsPay's receipt of a written notice from you to reflect in its system any change to your Bank Account. If you change the Bank Account, you agree that it is responsible for all costs SportsPay incurs in connection with your decision to change the Bank Account. You may revoke the PAD authorization upon 30 days' prior written notice to SportsPay, but any such revocation will constitute a material breach of the Agreement. You may obtain a sample cancellation form, as well as further information on your right to cancel a PAD authorization by contacting your financial institution or by visiting www.cdnpay.ca. You have certain recourse rights if any debit does not comply with the Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, you may contact your financial institution or visit www.cdnpay.ca. 6.8. Depository Institution. You authorize SportsPay to direct the depository institution to hold funds in the Bank Account in an amount which SportsPay deems sufficient to fully protect SportsPay's and Financial Service Provider's rights under the Agreement or to block or restrict your or others' access to funds in the Bank Account (whether or not such funds are specifically related to any previous deposit for any Transaction Receipt). You direct the depository institution to immediately comply with any such direction from SportsPay. 
7. Security Interests; Reserve Account. 
7.1. Security Agreement. You grant to SportsPay a security interest in and lien upon (and in Quebec, a hypothec on): (a) all funds at any time in the Reserve Account or Bank Account, regardless of the source of such funds; and (b) all funds underlying present and future Transaction Receipts; and (c) any amount which may be due to You under the Agreement, including, without limitation, all rights to receive any payments or credits under the Agreement (collectively, the "Secured Assets"). You agree to provide other security to SportsPay, upon request, to secure your obligations under the Agreement. These security interests and liens (and hypothecs) will secure all of your obligations under the Agreement and any other agreements now existing or later entered into between You and SportsPay or Member, including your obligation to pay any amounts due and owing to Member or SportsPay. SportsPay may execute this security interest (and hypothecs), without notice or demand of any kind, by making an immediate withdrawal or by restricting your access to the Secured Assets. The hypothec created pursuant to this Section 7.1, is granted for the sum of $1,000,000 with interest at the rate of twenty-five percent (25.0%) per annum. 
7.2. Reserve Account. a. Establishment. SportsPay may establish a Reserve Account at any time to provide a source of funds to pay any amounts owed by you. The Reserve Account will be maintained with sums sufficient to satisfy your current and future obligations as determined by us. SportsPay will have sole control of the Reserve Account. SportsPay may, at any time, require that the amount on deposit in the Reserve Account be increased. Your settlement funding may be directed to a Reserve Account if your websites are not in compliance with the Payment Network Regulations. b. Funding. SportsPay may fund the Reserve Account by any of the following means: i. SportsPay may require you to transfer funds to SportsPay for credit to the Reserve Account; ii. SportsPay may debit the Bank Account and provide a corresponding credit to the Reserve Account; or iii. SportsPay may credit to the Reserve Account amounts it would otherwise be obligated to credit to you. c. Use of Funds in Reserve Account. SportsPay may, without notice to you, apply credits in the Reserve Account against any outstanding amounts you owe or future amounts you will owe under the Agreement or any other agreement between you and SportsPay. Additionally, SportsPay may debit the Reserve Account to exercise its rights under the Agreement, including its rights of set-off and recoupment to collect any amounts due to SportsPay. Further, you agree that SportsPay may be required to send funds in a Reserve Account to a third party in response to a tax levy or other court order. d. Termination of Reserve Account. Credits in the Reserve Account will remain in the Reserve Account, and will be used only to pay amounts due to SportsPay, until you have paid in full all amounts owing or that may be owed under the Agreement, including all Chargebacks, returns, adjustments, fees, fines, penalties, assessments and charges from the Payment Networks, and any other payments due under the Agreement. In no event will you be entitled to a payment from SportsPay in an amount equal to the credits remaining in the Reserve Account before 270 days following the effective date of termination of the Agreement. Notwithstanding the foregoing, if SportsPay determines that the circumstance that gave rise to the establishment of the Reserve Account has been sufficiently cured, then SportsPay may terminate the Reserve Account or release credits from the Reserve Account, or both, prior to the termination of the Agreement. 
7.3. Recoupment and Set-Off a. SportsPay has the right of recoupment and set-off, and may offset any outstanding or uncollected amounts owed to it hereunder from: i. Any amounts SportsPay would otherwise be obligated to deposit into the Bank Account; ii. The Reserve Account by reducing the credits thereto; and iii. Any other amounts SportsPay may owe you under the Agreement or any other agreement. b. You acknowledge that in the event of a Bankruptcy Proceeding, in order for you to provide adequate protection under applicable Laws to us and in order to ensure that SportsPay does not and are not obliged to advance credit to you, SportsPay may create a Reserve Account or you will create or maintain the Reserve Account as required by SportsPay and SportsPay will have the right to offset against the Reserve Account for all obligations you may owe to SportsPay, without regard to whether the obligations relate to Transactions initiated or processed before or after the filing of the application, petition, motion, request for stay or other proceeding in connection with a Bankruptcy Proceeding. 
7.4. Remedies Cumulative. The rights conferred upon SportsPay in this Agreement are not intended to be exclusive of each other or of any other rights and remedies of SportsPay under the Agreement, at law or in equity. Rather, each and every right of SportsPay under the Agreement, at law or in equity, is cumulative and concurrent and in addition to every other right. 
8. Access; Users and Passwords 
8.1. SportsPay shall allocate a username and password to you in order to allow you to access and use the Services. You are solely responsible to maintain the confidentially of the username and password. 8.2. You shall be responsible and liable for all access to and use of the Services where such access is obtained through your or your Authorized User's username and password, irrespective of whether such access and use has been authorized by you. 
8.3. You shall be responsible for the distribution of all passwords and usernames issued to any Authorized User, except the Service Provider for which SportsPay will arrange access on your behalf, and for maintaining the confidentiality and security of any Authorized User's password and username. 
8.4. You shall ensure that all Authorized Users will be trained and qualified to access and use the Services in accordance with the terms of this Agreement. You are responsible for Authorized User's compliance with the terms of the Agreement, for all acts or omissions of Authorized Users, and for all use of any username and password. 
8.5. Access to the Services may only be gained through the use of your username and password or your Authorized User's username and password. 
8.6. You shall not, and will ensure that your Authorized Users do not: a. access or use the Services for any purpose other than for your own internal business purpose as disclosed to SportsPay in writing; b. modify, reverse engineer, disassemble or decompile any part of the Services or SportPay's Materials; c. knowingly transmit any data that contains software viruses, time bombs, worms, Trojan horses, spyware, disabling devices, malicious code, or other harmful or deleterious computer code, files, or programs to or through the Services; provided, that Company will use commercially reasonable measures (at least industry standard) to screen for the foregoing. d. interfere with or disrupt the servers or networks connected to or providing the Services; e. remove, change, or obliterate the copyright, trademark or other proprietary protection legends or notices that appear in connection with access to and use of the Services or any SportsPay Materials; or f. copy, re-sell, republish, download, frame, or transmit the Services or SportsPay Materials, including in order to act as a consultant for any third party or, unless otherwise permitted under the Agreement, as a service bureau, outsourcing or application service provider for any third parties, or otherwise allow any third party to use or access the Services. 
8.7. You are responsible for changing the usernames and passwords of your Authorized Users if you believe that any of those usernames or passwords have been stolen or might otherwise be misused and for disabling any Authorized User's usernames and passwords promptly upon the termination of employment of such Authorized User or the cessation of such Authorized User's need to access the Services. You will promptly notify SportsPay if you believe the Services or SportsPay's databases have been compromised using a username or password associated with the Services. 
9. Third-Party Vendors 
9.1. Service Providers. a. You may want to use a Service Provider to assist with Transactions and/or integrate with SportsPay's Services. You acknowledge that each Service Provider is required to undergo testing, approval, and certification by SportsPay before you are able to use such Service Provider in connection with accessing or using the Services. You acknowledge and agree that the failure of any Service Provider's system to maintain certification under this section or to be compatible and function with the most recent version of the Services will excuse SportsPay from all liability and all of its obligations under the Agreement to the extent that SportsPay's provision of the Services is impaired by such failure. b. You are responsible for any violations of the Agreement that result from the acts or omissions of any of your Service Providers and any other person who, with or without your consent or cooperation, obtains access to Transaction Information from you or access to systems under your or your Service Provider's control (excluding acts or omissions to the extent attributable to SportPay's breach of the Agreement gross negligence, or willful misconduct). c. You are responsible and liable for all actions and activity taken by a Service Provider, including financial responsibility for any fees related to the use of Services. Further, you are responsible for checking your SportsPay activity regularly and notifying SportsPay immediately if you detect any suspicious activity. d. You acknowledge that that a Service Provider will have access to Cardholder Data, Transaction Information, and information regarding Merchant, its principals, or Affiliates included in the Application or that SportsPay otherwise obtains in connection with the Agreement. e. You acknowledge that your authorization of a Service Provider will remain valid until you notify SportsPay in writing of the termination of the Service Provider, and such notification is received by SportsPay. You acknowledge that you are responsible for any actions taken by the Service Provider even after you have terminated your relationship with Service Provider until such time as SportsPay receives notification of termination of the Service Provider. f. You agree to indemnify Sportspay against any and all actions, liabilities, damages or costs, including legal fees and interest that may occur as a result of or in connection with Sportspay relying on the authorization of a Service Provider. g. SportsPay is not responsible for Service Providers or for the products or services offered by Service Providers, nor is it responsible for any Transaction until SportsPay receives complete data for the Transaction in the format required by SportsPay. h. SportsPay may terminate a Service Provider's access to or ability to integrate with SportsPay's products, services, and systems immediately without prior notice if the termination results from: i. The Service Provider's breach of any Laws or Payment Network Regulations, ii. The requirement of any court order or Payment Network or application of Payment Network Regulations to the Services, iii. SportsPay's reasonable determination that the Service Provider poses an unacceptable security risk to you, SportsPay, Financial Service Provider, or any Payment Network, or iv. The Service Provider's failure to maintain certification to SportsPay or the expiration or termination of any agreement between SportsPay and the Service Provider specific to certification to SportsPay with respect to the Services. 
9.2. Liability for Direct Agreement with Third Party. SportsPay has no responsibility for, and will have no liability to you in connection with, any hardware, software or services you receive subject to a direct agreement (including any sale, warranty or end-user license agreement) between you and a third party, including any Service Provider, even if SportsPay collects fees or other amounts from you with respect to such hardware, software or services (and such third party will not be considered a third party contractor of SportsPay). 
10. SportsPay Representations. 
10.1. SportsPay represents to you the following as of the Effective Date: a. Organization. SportsPay is a corporation validly existing and duly organized under the laws of the province of Ontario with all authority, qualifications, licenses and registrations necessary to conduct its business, in all jurisdictions where SportsPay conducts business, in compliance with all Laws and Payment Network Regulations. b. Authority and Power. SportsPay has the power to execute and perform the Agreement. The person executing the Agreement is duly authorized to bind SportsPay to all provisions of the Agreement and such person is authorized to execute any document and to take any action on SportsPay's behalf which may be required to carry out the Agreement. Further, the signing and performing in accordance with the Agreement will not violate any Laws or conflict with any other agreement to which SportsPay is subject. c. No Litigation. There is no action, suit, or proceeding pending or, to SportsPay's knowledge, threatened, which if decided adversely would impair SportsPay's ability to carry on its business substantially as now conducted or which would materially and adversely affect SportsPay's financial condition or operations. 
11. Merchant Representations and Warranties. 
11.1. You represent to SportsPay the following as of the Effective Date: a. Organization and Information. You are validly existing and duly organized under the laws of the jurisdiction in which it was formed with all authority, qualifications, licenses and registrations necessary to conduct its business, in all jurisdictions where you conduct business, in compliance with all Laws and Payment Network Regulations. All written information provided in the Application, the bid process, and enrollment forms, as applicable, and any other document submitted to SportsPay is true and complete and properly reflects the business, financial condition and ownership of you in all material respects. b. Authority and Power. You have the power to execute and perform the Agreement. The person executing the Agreement is duly authorized to bind you and each Affiliated Entity to all provisions of the Agreement as if each Affiliated Entity had executed the Agreement, and such person is authorized to execute any document and to take any action on behalf of you that SportsPay requires to carry out the Agreement. Further, the signing and performing in accordance with the Agreement will not violate any Laws or conflict with any other agreement to which you are subject. c. No Litigation. There is no action, suit, or proceeding pending or, to your knowledge, threatened, which if decided adversely would impair your ability to carry on its business substantially as now conducted or which would materially and adversely affect your financial condition or operations. d. Business Use. You are obtaining and using the Services from SportsPay to facilitate lawful business Transactions between you and your Customers, and using the Bank Account only for lawful business purposes. 
11.2. Without limiting any other warranties hereunder, you represent, warrant and covenant with SportsPay and with the submission of each card transaction, the following representations, warranties and/or covenants: a. Each transaction is genuine and arises from a bona fide transaction, permissible under the Operating Rules and Applicable Law, by the Cardholder directly with you; b. Each transaction represents a valid obligation for the amount shown on the sales draft and does not involve the use of a card for any other purpose; c. Each Transaction represents an obligation of the related Cardholder for the amount of the Transaction; d. The amount charged for each Transaction is not subject to any dispute, set off or counterclaim, or has been previously subject to a Chargeback; e. Each Transaction amount is only for respective goods or services (including taxes, but without any surcharge) sold and/or leased to a Cardholder by you and, except for any delayed delivery or advance deposit transactions expressly authorized by this Agreement, that merchandise or service was actually delivered to or performed for the Cardholder entering into that transaction simultaneously upon your accepting and submitting that transaction for processing; f. With respect to each Transaction, you have no knowledge or notice of any fact, circumstance, or defense which would indicate that such transaction is fraudulent or not authorized by the related Cardholder or which would otherwise impair the validity or collectability of that Cardholder's obligation arising from that transaction or relieve that Cardholder from liability with respect thereto; g. Each Transaction is made in accordance with this Agreement and Applicable Law; h. Each sales draft is free of any alternation not authorized by the related Cardholder. 
12. Audit and Information. 
12.1. Audit. You authorize SportsPay and its agents to perform an audit or inspection of your operations and records to confirm your compliance with the Agreement upon reasonable advance notice, during normal business hours. You will obtain and submit a copy of an audit from a third party acceptable to SportsPay of the financial, physical security, information security, and operational facets of your business when requested by SportsPay. Further, you acknowledge and agree that a Financial Service Provider has the right to audit your business to confirm compliance with the Payment Network Regulations. You will maintain complete and accurate records of its performance under the Agreement. You will execute and deliver to SportsPay all documents SportsPay reasonably deems necessary to verify your compliance with Section 4.1. 
12.2. Information. You acknowledge that during the term of this Agreement, SportsPay may require additional information or documentation in relation to you for the purpose of (1) verifying identity or other information, (2) or assessing risk. 
12.3. Authorization. You authorize SportsPay to obtain information about you from third parties, such as credit reporting agencies and information bureaus, and you authorize and direct those third parties to assemble and provide the information requested to SportsPay. 
12.4. Financial Information. You acknowledge that SportsPay may request that you provide financial statements or recording pertaining to your compliance with this Agreement or require you to provide other security, such as a personal or company guarantee. Your failure to provide this information or such guarantee may result in suspension of termination of your Account. 
12.5. Notification of Changes. In the event that: a. you are the subject of any bankruptcy or insolvency proceeding, application, receivership or similar event, whether involuntary or voluntary (a "Bankruptcy Petition"); b. there is a significant adverse change in your financial condition, including any planned liquidation or substantial change in the nature of your business; c. there is a sale, or transfer of more than 25% of your assets that is not in the ordinary course of business; d. there is a change in control or ownership of your business (or any parent entity); e. or you are subject to a judgment, attachment, execution, levy or lien against at least 25% of your assets; you agree to notify SportsPay via email including particulars of the event at support@sportspay.ca within 24 hours of the event. 
13. Term and Termination. 
13.1. Term. Unless terminated as provided below, the Agreement will remain in effect for a period of one-month ("Initial Term") following the date of acceptance of the Application by SportsPay, which date will be the date upon which the Agreement becomes effective. Thereafter, the Agreement will renew automatically for successive one-month terms ("Renewal Term") unless terminated as provided below. If you process Transactions beyond the Initial Term or Renewal Term, then the terms of the Agreement will govern such Transaction processing. 
13.2. Termination. a. By you. i. You may terminate the Agreement effective at the end of the Initial Term or any Renewal Term by providing written notice of non-renewal to SportsPay at least 30 days prior to the expiration of the then current term. ii. You may terminate the Agreement if SportsPay has failed to perform a material obligation under the Agreement and such failure remains uncured for 30 days after you notifies SportsPay in writing of the existence of the failure. iii. You will have the termination right stated in Section 18.20 if a Force Majeure occurs. iv. In addition to your other termination rights in Section 13, the Agreement may be terminated by you without penalty if SportsPay notifies you of a fee increase or the introduction of a new fee; provided that you may not terminate the Agreement in connection with new fees or fee increases made in accordance with pre-determined fee schedules, if any. You will notify SportsPay of its intent to terminate the Agreement within 90 days of receiving notice of the new fee or fee increases from SportsPay. b. By SportsPay. SportsPay may terminate the Agreement, in whole or in part, at any time with or without cause. 
13.3. Notice of Termination. To be effective, your termination request must be completed on a form available from SportsPay, and at a minimum, must include the name of Merchant and Merchant Identification Number, and must be signed by the principals of Merchant. In those limited instances where your account is reinstated by SportsPay following termination by either you or SportsPay, all of your obligations under the Agreement are likewise reinstated and will renew for successive one-month Renewal Terms effective on the date of reinstatement. 
13.4. Actions Upon Termination. a. Account Closing. i. You acknowledge that closing your account with SportsPay may take up to 30 days following SportsPay's receipt of written notice of termination. ii. All obligations of a party regarding Transactions serviced prior to termination will survive termination. You will maintain enough funds in the Bank Account following termination to cover all Chargebacks and returns, adjustments, fees, fines, penalties, assessments and charges from the Payment Networks and other amounts due under the Agreement for at least 180 days after termination. iii. Funds related to Transactions processed prior to termination may be placed in a Reserve Account until you pay all amounts you owe SportsPay and any other amounts for which you are liable under the Agreement. If SportsPay establishes a Reserve Account, then any balance remaining after Chargeback rights have expired and all other amounts owed by you have been paid will be disbursed to you. b. Return to SportsPay. All Confidential Information, promotional materials, advertising displays, emblems, Transaction Receipts, Credit Transaction Receipts, and other forms supplied to you and not purchased by you or consumed in use will remain the property of SportsPay and must be returned to SportsPay or destroyed within 10 business days after termination of the Agreement. You will be fully liable for all loss, cost, and expense suffered or incurred by SportsPay arising out of any failure to return or destroy such materials following termination. 
13.5. Suspension of Services. SportsPay may, in its sole discretion, suspend the Services at any time in its reasonable discretion upon notice to you. SportsPay may selective terminate one or more of your approved locations or certain Services without terminating this Agreement. Your obligations with respect to any Transaction shall be deemed incurred and existing on the posted transaction date of the Transaction. 
14. Confidentiality; Data Security and Use. 
14.1. Confidentiality. a. Confidential Information Generally. Each party will protect the other party's Confidential Information from unauthorized disclosure, publication, or dissemination with the same standard of care and discretion it employs with similar information of its own, but in no event less than reasonable care, and will not use, reproduce, distribute, disclose, or otherwise disseminate the other party's Confidential Information except in connection with the performance of its obligations or rights under the Agreement. The Receiving Party acknowledges that any breach of this Section 14.1 by the Receiving Party may result in irreparable harm to the Disclosing Party for which monetary damages may not provide a sufficient remedy. Therefore, the Disclosing Party may seek both monetary damages and equitable relief with respect to any such breach without any obligation to post bond. b. Disclosure of Confidential Information. If the Receiving Party or its agents become legally required or compelled (by any publicly filed and noticed deposition, interrogatory, request for documents, civil subpoena, civil investigative demand or by any similar process or court or administrative order) to disclose Confidential Information, then the Receiving Party if permitted will provide the Disclosing Party with prompt prior written notice of such legal requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If the Disclosing Party does not obtain a protective order or other remedy, the Receiving Party agrees to disclose only that portion of the Confidential Information which the Receiving Party is legally required to disclose and to use reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Neither party will be obligated to notify the other of the receipt of any non-public or confidential investigative demand, summons, or grand jury subpoena or other similar process that requires confidentiality on the part of the applicable party. c. Duration of Obligations. The non-disclosure obligations in this Section 14.1 will continue (i) with respect to Confidential Information that does not constitute a trade secret, for three years following termination, and (ii) with respect to Confidential Information that is a trade secret under Laws, for the longer of three years after termination and such period as the information retains its status as a trade secret under Laws. d. Obligations on Termination. At the request of the Disclosing Party upon the termination of the Agreement, the Receiving Party will promptly delete or return to the Disclosing Party all originals and copies containing or reflecting any Confidential Information of the Disclosing Party (other than those required to be retained by Law, or that would be unreasonably burdensome to destroy, such as archived computer records). If a dispute arises between the parties in relation to the Confidential Information or the Agreement, the Receiving Party may retain a copy of such Confidential Information as the Receiving Party reasonably determines is necessary for its defense of the dispute. In all cases, any retained Confidential Information will continue to be subject to the terms of the Agreement. 
14.2. Data Security and Use. a. Security Programs Compliance. SportsPay and you will comply with the applicable requirements of the Security Programs. b. Payment Card Industry Compliance. If you use the Services to accept Transactions, you must comply with the Payment Card Industry Data Security Standards ("PCI-DSS") and, if applicable to your business, the Payment Application Data Security Standards ("PA-DSS") (collectively, the "PCI Requirements"). The specific steps you will need to take to comply with the PCI Requirements will depend on your business and your use of the Services, and SportsPay provides tools that may simplify your PCI compliance process. You agree to provide SportsPay with evidence demonstrating your compliance with the PCI Requirements, if requested. If you store, hold and maintain "Account Data", as defined by the PCI Requirements (including Customer card account number or expiration date), you further agree that you will either maintain a PCI-compliant system or use a compliant service provider to store or transmit such Account Data; further, you agree to never store any "Sensitive Authentication Data", as defined by the PCI Requirements (such as CVC or CVV2), data at any time. You can find information about the PCI Requirements on the PCI Council's website. https://www.pcisecuritystandards.org/ c. Cardholder Data and Transaction Information. i. Both parties will ensure the security of Cardholder Data and Transaction Information in accordance with all Laws and Payment Network Regulations. SportsPay and Merchant will retain Cardholder Data and Transaction Information for the duration required by Laws and the Payment Network Regulations and thereafter will destroy, in a manner that will render the information unreadable, all such information that is no longer necessary or appropriate to maintain for ordinary business purposes. ii. You will not disclose Cardholder Data to any third party, except to a Service Provider, unless required by Laws or the Payment Network Regulations. You will not retain or store magnetic stripe or CVV2/CVC2/CID data after authorization for any purpose. After authorization, you will retain only the Customer account number, name, and card expiration date if Merchant has a reasonable business purpose to retain such information and is otherwise in compliance with the Agreement. If there is a failure or other suspension of your business operations, including any Bankruptcy Proceeding, you will not sell, transfer, or disclose Cardholder Data to third parties, and you will (a) return this information to SportsPay or (b) provide acceptable proof of destruction of this information to SportsPay. iii. SportsPay acknowledges that you may collect information about your Customers as part of your sales transaction (e.g. price paid, time, store identifier, SKU information) regardless of the Customer's payment type and not in connection with the Services, and that the Agreement does not restrict your retention, use or disclosure of such information even though some of that information may overlap with elements of Transaction Information. iv. Notwithstanding anything in Section 14.1, any Cardholder Data, Transaction Information, and information regarding Merchant, its principals, or Affiliates included on the Application or that SportsPay otherwise obtains in connection with the Agreement may be: 1. Used by SportsPay and its Affiliates, Financial Service Providers, third-party contractors, agents, and referral partners to (a) provide the Services and related functions to you and to respond to any further application for Services, (b) for administrative purposes and to maintain your account pursuant to the Agreement, and (c) for SportsPay's internal fraud and compliance monitoring; 2. Disclosed and shared by SportsPay to any of your Service Providers pursuant to the provision of Service to you; 3. Disclosed and shared by SportsPay to any third-party you authorize in writing pursuant to the provision of Service to you; 4. Disclosed and shared by SportsPay for reporting purposes to credit rating agencies and to the financial institution where the Bank Account is maintained; 5. Used to enhance or improve SportsPay's products or services generally; 6. Used or disclosed by SportsPay in the course of any sale, reorganization or other change to SportsPay's business, subject to appropriate confidentiality agreements; 7. Collected, used and disclosed by SportsPay as required by Laws (e.g., for tax reporting or in response to a subpoena); and 8. Retained for such periods of time as SportsPay requires to perform its obligations and exercise its rights under the Agreement. d. SportsPay may prepare, use, and share with third parties, aggregated, non-personally identifiable information derived from Transaction Information (so long as such information cannot be identified to Merchant) that is combined with similar information from all or specific segments of SportsPay's other customers. e. Merchant Data Incident. i. Notice and Investigation. You acknowledge that Cardholder Data and bank account information you obtain in connection with any Transaction is the property of the financial institution that issued the Payment Device or holds the Customer's account. You will notify SportsPay within 24 hours (and if notice is given orally, it must be confirmed in writing within the same 24 hour period) if you know or suspects that Cardholder Data, Customer information, or Transaction Information has been accessed or used without authorization from you or systems within your control (a "Data Incident"). The notice must include: 1. A detailed written statement about the Data Incident including the contributing circumstances, 2. The form, number and range of compromised account information, 3. Specific account numbers compromised, and 4. Details about the ensuing investigation and your security personnel who may be contacted in connection with the Data Incident. You will fully cooperate with the Financial Service Providers and SportsPay in the forensic investigation of the Data Incident. Within 72 hours of becoming aware of the Data Incident, you will engage the services of a data security firm acceptable to the Financial Service Providers and to SportsPay to assess the vulnerability of the compromised data and related systems. You will provide weekly written status reports to SportsPay until the forensic audit is complete. You will promptly furnish updated lists of potential or known compromised account numbers and other documentation or information that the Financial Service Providers or SportsPay may request. In addition, you will provide all audit reports to SportsPay, and such audits must be completed to the satisfaction of the Financial Service Providers and of SportsPay. If you fail to supply the forensic audits or other information required by the Financial Service Providers or by SportsPay, you will allow SportsPay to perform or have performed such audits at your expense. ii. Preservation of Records. If there is a Data Incident, you will take immediate steps to preserve all business records, logs and electronic evidence relating to the Data Incident. You will cooperate with SportsPay to rectify, correct and resolve any issues that may result from the Data Incident, including providing SportsPay with (and obtaining any necessary waivers for) all relevant information to verify your ability to prevent future data incidents in a manner consistent with the Agreement. iii. Liability for Data Incident. Without waiving any of SportsPay's rights and remedies, you are liable for all fraudulent transactions related to any Data Incident and all costs SportsPay incurs as a result of such Data Incident, including all (i) fees, fines, penalties or assessments by the Financial Service Providers, (ii) claims from third parties, and (iii) costs related to the notification of Cardholders or Customers, cancellation of Payment Devices (including underlying accounts), re-issuance of Payment Devices (including underlying accounts), forensic investigation, and PCI-DSS review for a report of compliance. iv. Data Incident and Payment Network Audit. If there is a known or suspected Data Incident, or if required by the Payment Networks, then at SportsPay's or any Payment Network's request, you will obtain at your own expense and submit to SportsPay a copy of a forensic audit from a qualified incident response assessor of the information security of your business. You acknowledge that the Payment Networks have the right to audit your operations to confirm compliance with the Payment Network Regulations. 
15. Proprietary Rights. 
15.1. As between SportsPay and you, SportsPay retains all right, title and interest in and to the Services, SportsPay Materials, Updates, Customizations, and all Intellectual Property Rights in any of the foregoing. You will not acquire any ownership interest or license rights (except such rights as are expressly stated in the Agreement (including the Operating Guide)) in or to the Services, SportsPay Materials, Updates, Customizations, or Intellectual Property Rights in any of the foregoing. If any right, title or interest in and to any Customizations is deemed to vest in you, you hereby assigns and agrees to assign to SportsPay all worldwide right, title, and interest in and to such Customizations, including all Intellectual Property Rights therein. All rights not otherwise stated in the Agreement are reserved to SportsPay. The rights granted to you under the Agreement are non-exclusive and nothing in the Agreement will limit the ability of SportsPay to market, sell, offer for sale, license or otherwise exploit the Services, SportsPay Materials, Updates, Customizations or Intellectual Property Rights in any of the foregoing to any third parties or to appoint or authorize any other person or entity to do the same. 16. Limitation of Liabilities and Warranties/Indemnification 16.1. You acknowledge and agree that SportsPay, and any officers, directors, employees, and agents of SportsPay, and SportsPay's vendors, resellers, distributors, and other contractors, shall not be liable for any consequential, aggravated, punitive, special, exemplary, incidental, direct or indirect damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, under any theory or cause of action whether in tort, contract or otherwise, resulting in any way from the use of, inability to use, or the improper operation of the Services or SportsPay's website (however arising, including negligence). 
16.2. Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any warranty, representation or condition, express, implied or statutory. SportsPay and its officers, directors, employees, contractors and agents make no warranty, representation or condition about the accuracy, availability, completeness, suitability, or content of the Services. 
16.3. SportsPay and its officers, directors, employees, contractors and agents make no warranty, representation, or condition: a. that the Services will meet your requirements or expectations, b. that your access to or use of the Services will be uninterrupted, timely, secure or error free, c. that any defects in the Services will be corrected, or d. that the Services or any server through which you access the Services is free of malicious software or other harmful components. 
16.4. You understand that in using the Services, sensitive information will travel through third-party infrastructure which is not under SportsPay's control. You acknowledge that SportsPay makes no warranty with respect to such third-party infrastructure. 
16.5. Any material downloaded or otherwise obtained through the Services is accessed at your own discretion and risk, and SportsPay is not responsible for any damage or loss of data that results from such material. 16.6. No advice or information, whether oral or written, obtained by you from SportsPay or through or from the Services shall create any right, warranty or condition not expressly stated in the Agreement. 
16.7. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES AND SPORTSPAY MATERIALS ARE PROVIDED "AS IS," AND SPORTSPAY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, SPORTSPAY MATERIALS, EQUIPMENT, SOFTWARE, DOCUMENTATION, AND MERCHANT'S USE OF SERVICE PROVIDERS, THIRD PARTY SERVICES, EQUIPMENT, SOFTWARE, OR DATA IN CONNECTION WITH THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, TITLE, SECURITY, NONINFRINGEMENT, UNINTERRUPTED OR ERROR-FREE USE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE. SHOULD THERE BE ERRORS, OMISSIONS, INTERRUPTIONS, OR DELAYS RESULTING FROM SPORTPAY'S PERFORMANCE OR FAILURE TO PERFORM OF ANY KIND, SPORTPAY'S LIABILITY SHALL BE LIMITED TO CORRECTING SUCH ERRORS, IF COMMERCIALLY REASONABLE. MERCHANT HEREBY ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH THE ACCEPTANCE OF CARDS AND MERCHANT HEREBY ASSUMES ALL SUCH RISKS EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. 
17. Indemnification 
17.1. You will indemnify, defend and hold harmless SportsPay, its Affiliates, and their respective employees, officers, directors, and agents against all proceedings, losses, damages, liabilities, fines, demands, judgements and expenses, including all reasonable legal and accounting fees and expenses and all reasonable collection costs, in connection with claims, actions, demands or proceedings (made or threatened) arising out of (a) the Services in this Agreement; (b) any Transaction processed under the Agreement; (c) your business or your customers; (d) your breach of the Agreement; (e) all use of any user ID and password other than by SportsPay or SportsPay's third-party contractors; (f) your or your Service Providers' gross negligence or willful misconduct; (g) your or your Service Providers' violation of Laws or Payment Network Regulations; (h) any issue, problems, or disputes between Acquirer and/or Bank and you; (i) any Data Incident, any infiltration, hack, breach or violation of the processing system of yours or any other third party processor or system; (j) by reason of any breach or non-performance of any provision of this Agreement on your part; or (f) any personal injury or real or tangible personal property damage to the extent caused by you or your Service Providers. You will not enter into any settlement that imposes any liability or obligation on any of the SportsPay indemnified parties, or that contains any admission or acknowledgement of wrongdoing (whether in tort or otherwise), without SportsPay's prior written consent. SportsPay may join in the defense, with its own counsel, at its own expense. The indemnification obligations hereunder shall survive the termination of this Agreement. 
17.2. In addition to any other indemnification circumstances in the Agreement, you agree to indemnify and hold SportsPay and Acquirer harmless from any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and costs arising out of any of the following: a. Card-Present Transactions using the Card's magnetic strip; b. Card-Not-Present Transactions; c. Unauthorized Transactions; or d. Prohibited Transactions. 
18. General Provisions. 
18.1. Entire Agreement. The Agreement (including all appendices, schedules, attachments, exhibits, addenda and other documents incorporated by reference) and any amendment or supplement to it, constitutes the entire agreement between you and SportsPay and governs your use of the Services, and all prior or other agreements, written or oral, are superseded by the Agreement. Without limiting the foregoing, the Services may interface with third-party systems (including those of financial institutions and your Service Providers) that are governed by their own terms and conditions, and it is your responsibility to read and comply with any such terms and conditions. 
18.2. Jurisdiction and Venue; Governing Law. For all disputes relating to the enforceability of the arbitration agreement set forth below in Section 18.6 or to the extent the arbitration agreement set forth in Section 18.6 is determined to be unenforceable or inapplicable to any matter arising out of or related to the Agreement, whether in contract, tort or otherwise, then the Laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario, without giving effect to the choice-of- law rules of the Province of Ontario, will govern such matter, except for a hypothec created pursuant to Section 7.1 (the "Québec Hypothec") which will be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable in the Province of Québec. The parties agree that all performances and Transactions in Canada will be deemed to have occurred in the province of Ontario and that your entry into and performance of the Agreement will be deemed to be the transaction of business within the Province of Ontario. Any action or proceeding relating to or arising from the Agreement (other than with respect to the Québec Hypothec) must be brought, held, or otherwise occur exclusively in Toronto, Canada, and the parties attorn to the exclusive jurisdiction of the courts of Ontario (the courts of the Province of Québec located in Montreal, Québec with respect to the Québec Hypothec). SportsPay and you waive all right to trial by jury in any action or proceeding relating to the Agreement. SportsPay and you each represents to the other that this waiver is knowingly, willingly and voluntarily given. 
18.3. Exclusivity. During the Term, you will not enter into an agreement with any other entity for services similar to those Services You has elected to receive from SportsPay under the Agreement without SportsPay's written consent. 
18.4. Captions and Headings. Captions and Headings in this Agreement are for convenience of reference only and are not to be considered as defining or limiting in any way the scope or intent of the provisions of this Agreement. 
18.5. Assignment. Neither you nor your successors may assign any of the rights or obligations under the Agreement directly or by operation of law, without the prior written consent of SportsPay which consent may be withheld for any reason, at SportsPay's sole discretion. You agree that SportsPay may assign its rights or obligations under the Agreement in whole or in part at any time. 
18.6. Arbitration. All claims, controversies or disputes arising out of, or in connection with, this Agreement, or in respect of any legal relationship associated with it or derived from it, will be finally resolved by arbitration administered by the Alternative Dispute Resolution Institute of Canada Inc. under its ADRIC Arbitration Rules (a copy of which can be reviewed at http://adric.ca/arbrules/), except that the arbitration proceeding will be conducted before one neutral arbitrator who will be an active member of the bar of the Province of Ontario and actively engaged in the practice of law for at least 10 years and who will issue a reasoned award. The seat of arbitration will be Toronto, Ontario. The language of the arbitration will be English. The arbitrator will have the authority to award any remedy or relief that a provincial court in the Province of Ontario could order or grant. The arbitrator will have no authority to decide claims on a class action or collective action basis. The arbitrator can only decide SportsPay's or your claims and may not consolidate or join the claims of other persons who may have similar claims. No party to this Agreement may assert a claim in arbitration on behalf of any third party or represent any class of claimants in an arbitration brought pursuant to the Agreement. While each party will bear its own legal fees incurred in the arbitration proceeding, absent a contrary determination by the arbitrator as set forth in a reasoned award, SportsPay will bear all administrative cost of the arbitration including the arbitrator's fees and will reimburse your filing fee if you initiate the arbitration. 
18.7. Notices. Any written legal notice to the other party will be deemed received upon the earlier of (a) actual receipt, (b) five business days after being deposited in the Canada Post mail, return receipt requested, or (c) two business days after being deposited with a nationally recognized overnight carrier. Such notices will be addressed to your address on the Application or the last address shown on SportsPay's records, or to SportsPay at 648 Ossington Avenue, Toronto, Ontario M6G 3T7, or such other addresses as SportsPay may designate in writing. 
18.8. Bankruptcy. You will immediately notify SportsPay of any Bankruptcy Proceeding, receivership, insolvency, or similar action or proceeding initiated by or against you or any of its principals. You will include SportsPay on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of the Agreement and will allow the pursuit of any other action available to SportsPay under applicable Payment Network Regulations or Laws. You agree that the Agreement is a contract for the advance of credit to you within the meaning of Section 11.01(b) of the Companies' Creditors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada) and cannot be assigned by you in the event of a Bankruptcy Proceeding relating to you. You acknowledge but that for the agreement in the immediately preceding sentence, Member and SportsPay would not have entered into the Agreement. 
18.9. Attorneys' Fees and Expenses. You will be liable for and will indemnify and reimburse Member and SportsPay for all reasonable attorneys' fees and other costs and expenses paid or incurred by Member or SportsPay: (i) in the enforcement of the Agreement; (ii) in collecting any amounts due from you to Member or SportsPay; (iii) resulting from any breach by you of the Agreement; or (iv) in defending against any claim, proceeding, or cause of action brought against SportsPay or Member arising out of your obligations under this Agreement. Except as stated in the previous sentence, each party will pay its own costs and expenses in connection with the Agreement and the transactions contemplated hereby, including all attorneys' fees, accounting fees and other expenses. 
18.10. Legal Process. You acknowledge that SportsPay may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that SportsPay believes to be valid. SportsPay or any Financial Services Provider may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Information as required under such Legal Process, even if you are receiving funds or Information on behalf of other parties. Where permitted by Applicable Law, SportsPay will make reasonable efforts to provide you with notice of such Legal Process. SportsPay is not responsible for any losses, whether direct or indirect, that you may incur as a result of SportsPay's response or compliance with a Legal Process. 
18.11. Use of Marks. You will display prominently at your place of business, where payments are accepted for card present transactions, Card emblems and other promotional material and literature provided by SportsPay. 
18.12. Amendments. Member and SportsPay may propose amendments or additions to the Agreement. Member or SportsPay will inform you of a proposed change in a periodic statement or other notice. You will be deemed to have agreed to the change if you continue to present Transactions to Member and SportsPay after thirty (30) days following the issuance of the notice. Notwithstanding the previous sentence, changes to fees authorized by the Agreement will be effective upon notice to you, unless a later effective date is provided; provided, that, with respect to Credit Card and Debit Card Transactions, changes to fees or the introduction of new fees authorized by the Agreement will be effective upon ninety (90) days' notice to you, unless a later effective date is provided. Further, SportsPay is entitled to pass through to you any fee increases imposed upon SportsPay by Visa, Mastercard, any other Payment Network, and any other third-party including telecommunications vendors; provided, that, with respect to Credit Card and Debit Card Transactions, any such fee increases will be effective upon ninety (90) days' notice to you. 
18.13. Severability and Waiver. In the event that any provision of the Agreement is found to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions of the Agreement will not in any way be affected or impaired thereby. None of the failure to exercise, the delay by any party to exercise, or the partial exercise of any right under the Agreement will operate as a waiver or estoppel of such right, nor will such amend the Agreement. All waivers requested by a party must be signed by the waiving party. 
18.14. Inurement. The provisions of the Agreement are intended for the benefit of, and are enforceable solely by, the parties hereto, and nothing in the Agreement shall be construed as giving any other person any right, remedy or claim under or in respect of the Agreement or any provision hereof. 
18.15. Independent Contractors. SportsPay and you will be deemed independent contractors, and no one will be considered an agent, joint venturer, or partner of the other, unless and to the extent otherwise specifically stated in the Agreement. The Agreement has been entered into solely for the benefit of the parties to the Agreement and is not intended to create an interest in any third party except where explicitly stated otherwise. 
18.16. Survival. In the event of termination or expiration of the Agreement, any provision of this Agreement which relates to your obligations incurred or existing under this Agreement prior to termination shall survive the termination. In addition, any provisions of this Agreement that give rise to a party's ongoing obligation will survive termination of this Agreement. 
18.17. Limitation of Damages. SPORTSPAY SHALL NOT BE LIABLE FOR ANY PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSSES OR DAMAGES TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE SERVICES TO BE PERFORMED BY SPORTSPAY PURSUANT TO THIS AGREEMENT. IN NO CASE SHALL YOU BE ENTITLED TO RECOVER DAMAGES FROM SPORTSPAY THAT EXCEED THE FEES RETAINED BY SPORTSPAY FROM THIS AGREEMENT DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. 
18.18. Counterparts; Electronic Delivery. The Agreement may be signed in one or more counterparts, each of which will constitute an original and all of which, taken together, will constitute one and the same agreement. Signed counterparts may be delivered by fax or electronic means (e.g., .pdf documents via e- mail), and will constitute signed originals. 
18.19. Language. The parties acknowledge that they have required the Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demande que le present contrat ainsi que tous les documents qui s'y rattachent soient rediges en langue anglaise. 
18.20. Force Majeure. SportsPay shall be excused from performing any of its obligations under this Agreement that are prevented or delayed by any occurrence not within SportsPay's control including, but not limited to, strikes or other labor matters, destruction of or damage to any building, natural disasters, accidents, war, riots, emergency conditions, interruption of transmission or communications facilities, equipment failure, power failure or any regulation, rule, law, ordinance or order of any federal, provincial or local government authority. Should any provision of the Agreement be found invalid or unenforceable, such provision shall be limited or deleted to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect. It is the Parties' desire that if any provision of this Agreement for business to business services is determined to be ambiguous, then the rule of construction that such provision is to be construed against its drafter shall not apply to the interpretation of the provision.

APPENDIX 1: DEFINITIONS 
"Affiliates" means entities affiliated under the majority ownership or control of, under common ownership or control with, or which own or control, a party. 
"Acquirer" means Elavon Canada Company, which is the entity that SportsPay is providing Services on behalf of and as an agent of, pursuant to its capacity to act as a Payment Facilitator. 
"Agreement" means the TOS, the Application, and any other guides or manuals provided to Merchant from time to time, and all additions to, amendments and modifications of, and all replacements to any of them, as applicable.
"Application" means SportPay's Merchant Application and any additional document containing information regarding Merchant's business that is submitted to SportsPay in connection with Merchant's request for Services, including any additional location forms and any documents submitted by Merchant as a part of the bid process, if applicable. 
"Authorized Users" means Merchant's officers, directors, employees, contracts, Service Providers, and agents designated by Merchant to access and use the Services.  
"Bank Account" means the commercial checking account at a financial institution designated by Merchant to facilitate payment for Transactions, Chargebacks, returns, adjustments, fees, fines, penalties, assessments and charges from the Payment Networks, and other payments due under the Agreement. 
"Bankruptcy Proceeding" means, with respect to an entity, (i) that the entity or any subsidiary of such entity will: (a) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect); (b) file or be subject to a petition seeking to take advantage of any other applicable state or federal laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body; (c) consent to or fail to contest, in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other applicable laws; (d) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a trustee, receiver, custodian, liquidator, or similar entity of such entity or of all or any substantial part of its assets, domestic or foreign; (e) admit in writing its inability to pay its debts as they become due; (f) make a general assignment for the benefit of creditors; (g) make a conveyance fraudulent as to creditors under any applicable state or federal laws; or (h) take any action for the purpose of effecting any of the foregoing; or (ii) that a case or other proceeding will be commenced against the entity or any subsidiary of such entity in any court of competent jurisdiction, or through any regulatory agency or body, seeking: (x) relief under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect) or under any other applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition, or adjustment of debts; or (y) the appointment of a trustee, receiver, custodian, liquidator or the like of such entity or of all or any substantial part of the assets, domestic or foreign, of such entity or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body. 
"Canadian Payments Association (CPA)" means the national association that establishes standards, rules, and procedures and maintains a funds transfer system to enable depository financial institutions to exchange electronic payments. 
"Card Brands" means (i) Visa; (ii) Mastercard; and (iii) any other organization or association that hereafter contracts with SportsPay to authorize, capture, and settle Transactions effected with Credit Cards issued or sponsored by such organization or association, and any successor organization or association to any of the foregoing. 
"Cardholder" means the individual in whose name a Payment Device has been issued and any authorized user of such Payment Device.  
"Cardholder Data" has the meaning stated in the Payment Card Industry (PCI) Data Security Standard (DSS) and Payment Application Data Security Standard (PA-DSS) Glossary of Terms, Abbreviations, and Acronyms. 
"Chargeback" means a Transaction disputed by a Cardholder or Issuer pursuant to the Payment Network Regulations. 
"Code of Conduct" means the Code of Conduct for the Credit and Debit Card Industry in Canada issued by the Department of Finance Canada and administered by the FCAC and all guidance, compliance bulletins and decisions issued by the FCAC in connection therewith, all as amended, restated, supplemented or replaced from time to time. 
"Confidential Information" means all data and information, regardless of the form or media, relating to the business of the Disclosing Party of which the Receiving Party becomes aware as a consequence of, or through, the performance of its obligations under the Agreement, which has value to the Disclosing Party and is not generally known by its competitors, which is reasonably identified as confidential at the time of disclosure or which, under the circumstances surrounding disclosure, ought to be reasonably considered as confidential, including technical information, drawings, engineering data, performance specifications, cost and price information (except as provided otherwise in the Agreement), and other information, data and reports, and the terms and conditions of the Agreement. Confidential Information does not include any data or information which (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) has become generally known to the public through no wrongful act of the Receiving Party; (iii) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality running directly or indirectly to the other party; or (iv) is independently developed by the Receiving Party without use, directly or indirectly, of the Confidential Information received from the Disclosing Party. Cardholder Data and Transaction Information are not Confidential Information under this definition, and are addressed in Section 14.2. 
"Credit Card" means a card or device bearing the symbol of any Card Brand and associated with a revolving line of credit that can be used to purchase goods and services from Merchant or to pay an amount due to Merchant or to obtain cash advances. 
"Customer" means a client of Merchant who elects to conduct a payment Transaction with Merchant through presentation of a Payment Device (including a Cardholder). 
"Customizations" means any works of authorship, work product, and any invention, process, method, development, design, schematic or technical information, whether patentable or not, including documentation, software or enhancements, improvements, alterations, or derivatives of the Services developed by SportsPay, either alone or jointly with others, in connection with the Agreement.
 "Data Breach" means unauthorized access to, use, disclosure or exfiltration of any Cardholder Data or Transaction Information provided by Merchant and received by SportsPay in connection with Merchant's use of the Services under the Agreement that (i) originated within data operating systems controlled by SportsPay, (ii) occurred due to a breach of the Agreement by SportsPay, (iii) was not attributable to any act or omission of Merchant or its Service Providers, and (iv) does not relate to any Merchant provided data in user defined fields not required by SportsPay or used to perform the Services. 
"Debit Card" means a card or device bearing the symbol(s) of one or more EFT Networks or Card Brands, which may be used to purchase goods and services from Merchant or to pay an amount due to Merchant by an electronic debit to the Cardholder's designated deposit account. A "Debit Card" includes (i) a card or device that bears the symbol of a Card Brand and may be used to conduct signature-based, offline debit Transactions; and (ii) a card or device that bears the symbol of an EFT Network and can be used to conduct PIN-based, online debit Transactions. 
"Disclosing Party" means the party providing the Confidential Information to the other party directly or indirectly (via one or more third parties acting on behalf of and at the direction of the party providing its Confidential Information). 
"Documentation" means the SportsPay standard written description for the Services, as applicable, that is delivered to Merchant under the Agreement, including user manuals and best practices guides, as may be amended by SportsPay from time to time, but not including marketing materials, proposals, demonstrations or other promotional information. 
"EFT Networks" means (i) Interac and any services offered by Interac, including online, debit and contactless services permitting Cardholders to pay for goods and services by debiting money directly from their accounts; and (ii) any other organization, association, service or network that hereafter authorizes, enables or is approved by Sportspay's or Acquirer and its Members to authorize, capture, or settle Transactions effected with Debit Cards, and any successor organization or association to any of the foregoing. 
"Elavon" means, as applicable, Elavon, Inc., a Georgia corporation, or Elavon Canada Company, a company validly existing and organized in Nova Scotia. Elavon is a registered member service provider of each Member. Elavon may also be referred to as "Acquirer" in the Agreement, the Operating Guide or other documents provided to Merchant in connection with the Services. 
"Electronic Commerce Transaction" means a Transaction that occurs when the Cardholder uses the Internet to make a purchase from Merchant. 
"Equipment" means Equipment and other hardware devices provided to Merchant under the Agreement. 
"FCAC" means Financial Consumer Agency of Canada. 
"Guarantor" means a Person that executes a Personal Guaranty for the benefit of SportsPay and Acquirer. 
"Intellectual Property Rights" means worldwide patents, trade secrets, copyrights, trademarks, service marks, trade names, and all other intellectual property rights and proprietary rights, including all rights or causes of action for infringement or misappropriation of any of the foregoing. 
"Issuer" means the financial institution or other entity that issued the Credit Card or Debit Card to the Cardholder. "Laws" means all applicable domestic or foreign laws (including common law), statutes, codes, acts, rules, regulations, treaties, ordinances, guidelines, industry commitments and all orders and decrees of all courts, tribunals and arbitrators, and includes the Code of Conduct, each as amended from time to time. 
"Mastercard" means MasterCard International Incorporated. 
"Member" means each of the financial institutions or other entities designated by Acquirer that is a principal, sponsoring affiliate or other member of the applicable Payment Network. A Member may be changed by Acquirer at any time. As of the date of distribution of this Schedule, U.S. Bank National Association, acting through its Canadian branch, is the Visa Member, and Elavon Canada Company is the Mastercard Member, Acquirer may change the Member at any time and notice will be provided to Merchant of such change. 
"Merchant" means the business entity indicated on the Application that provides goods or services to Customers, or that accepts payments from Customers, and includes all Authorized Users, officers, directors, employees, contracts, Service Providers, and agents designated by Merchant to access and use the Services. 
"Merchant Resources" means all equipment, communications devices, databases, services, systems and other resources that Merchant maintains or operates in Merchant's or its third party hosting provider's locations and which enable Merchant to access and use the Services. 
"Payment Device" means any device or method used for the purpose of obtaining credit or debiting a designated account, including a Credit Card, Debit Card, and any other financial transaction device or method, including an Electronic Gift Card, check (whether converted into electronic form or used as a source document for an electronic fund transfer), electronic balance transfer card, stored value card, "smart" card, or other device created to be used for the purpose of obtaining credit or debiting a designated account. 
"Payment Network" means any Card Brand, EFT Network, ECS Association or automated clearing house association, governmental agency or authority, and any other entity or association that issues or sponsors a Payment Device or operates a network on which a Payment Device is processed. 
"Payment Network Regulations" means the rules, operating regulations, guidelines, specifications and related or similar requirements of any Payment Network. 
"PCI-DSS" means the Payment Card Industry Data Security Standards. 
"Person" means any individual, firm, corporation, business trust, partnership, governmental agency or authority, or other entity and will include any successor (by merger or otherwise) of such entity. 
"Personal Guaranty" means any written guaranty of Merchant's duties and obligations to Sportspay and it's Acquirer by a Person that is given in connection with the Agreement, including as part of this TOS, the Application or any other document signed by the Person in favor of Sportspay and/or it's Acquirer. 
"POS Device" means a terminal, software or other point-of-sale device at a Merchant location that conforms to the requirements established from time to time by SportsPay and the applicable Payment Network. 
"Purchased Equipment" means the devices, equipment and hardware purchased by Merchant from SportsPay under the terms of the Agreement. 
"Receiving Party" means the party receiving Confidential Information from the other party directly or indirectly (via one or more third parties acting on behalf of and at the direction of the party providing its Confidential Information). 
"Reserve Account" means the ledger account established by SportsPay on its books and records reflecting a contingent payment obligation from SportsPay to Merchant.  
"Security Programs" means the PCI-DSS, including the Cardholder Information Security Program (CISP) of Visa, the Site Data Protection Program (SDP) of Mastercard, and the security programs of any other Payment Network, and any modifications to, or replacements of, such programs that may occur from time to time. "Services" means the Payment Device, processing services and other related products and services received by Merchant pursuant to the Agreement. 
"Service Provider" means any entity that stores, processes, transmits or accesses Cardholder Data or Transaction Information on behalf of Merchant; provides software or a platform to Merchant for transaction processing, storage, or transmission; or provides to Merchant any product, application, website, implementation or service that the Services link to, integrate with, or that interoperate with or are used in conjunction with the Services, except to the extent such services are performed by the entity in its capacity as a third-party contractor of SportsPay or a Financial Service Provider performing it's respective obligations under the Agreement. 
"SportsPay Materials" means the specifications, documentation (including Documentation), application programing interfaces (APIs) and other interfaces, non-public or proprietary data import routines, sample code and materials provided to Merchant to enable Merchant to perform its obligations or exercise its rights under the Agreement, including integration to the Services. 
"Token" means a numerical token provided by SportsPay in substitution of a Payment Device account number. 
"Transaction" means any action between Merchant and a Cardholder or Payment Network that results in transmission of Cardholder Data or Transaction Information (e.g. payment, purchase, refund, return, chargeback, authorization request, settlement submission, transaction inquiry, decryption, conversion to/from Tokens). 
"Transaction Information" means any data or information resulting from a Transaction. Transaction Information includes payment processing-related transactional information that may be collected or stored by SportsPay and a Financial Service Provider, including the price paid for products or services, date, time, approval, unique transaction number, store identifier, and Customer bank information relating to a Transaction. 
"Transaction Receipt" means the paper or electronic record evidencing the purchase of goods or services from, or payment to, a Merchant by a Cardholder using a Payment Device. 
"Updates" means all updates, revisions, patches, fixes, new releases, and other improvements or changes to any Services provided to Merchant under the Agreement.  
"Visa" means Visa Canada Corporation.   

By signing below, the applicant company ("Merchant") and its representative(s) represent and warrant to POSconnect Inc., doing business as SportsPay ( "SportsPay" ) and whom is entering into this Agreement on behalf of and as an agent of Elavon Canada Company ("Acquirer"), Acquirer and it's Members including U.S. Bank National Association Canadian branch ("VISA Member"), if we provide VISA services to you and Elavon Canada Company ("MasterCard Member"), if we provide MasterCard services to you (VISA Member and MasterCard Member shall each be referred to as a "Member", and collectively the "Members", and SportsPay, Acquirer, and the Members shall be collectively referred to as "we", "our" or "us") that: (i) all information provided in this merchant application ("Application") is true and complete and properly reflects the business, financial condition, and principal partners, owners, or officers of Merchant; and (ii) the persons signing this Application are duly authorized to bind Merchant to all provisions of this Application and the Agreement. Further, by signing below, Merchant and its representative(s) agree that Merchant is subject to the terms and conditions set forth in the Terms of Service ("TOS") and has had an opportunity to review such terms. The TOS contains a mandatory and binding arbitration provision that affects Merchant's legal rights and should be reviewed prior to signing this document. The signature by an authorized representative of Merchant on the Application, or the transmission of Transaction Receipt or other evidence of a Transaction to us, shall be the Merchant's acceptance of and agreement to the terms and conditions contained in the Agreement including, without limitation, this Application and the TOS which is incorporated herein by this reference and located at our website at www.sportspay.com. If Merchant does not have access to view the TOS at our website, please contact our customer service centre at 1-877-880-0321 to obtain a copy and review prior to signing this document. Merchant agrees to comply with the Agreement and all applicable laws, rules, and regulations including the rules and regulations of the Payment Networks and understands that failure to comply will result in termination of processing services. Capitalized terms shall, unless otherwise defined in this Application, have the same meaning ascribed to them in the TOS.

Merchant agrees to establish and maintain sufficient funds in a designated bank account to accommodate all transactions including, but not limited to, chargebacks, returns, adjustments, fees, fines, penalties, and any other payments due under the Agreement. In addition to the fees set forth in the Application, you will pay fees to SportsPay at the then current rates for account maintenance (e.g., Bank Account changes), special processing, retraining, equipment swaps and research including, but not limited to, research required to respond to any third party or government subpoena, levy, or garnishment on your account. Merchant authorizes us to credit/debit such account as necessary to affect all such payments, agrees that all such debits are pre-authorized debits for business purposes as defined under Rule H1 of the Canadian Payments Association Rules and agrees to hereby waive the right to receive advance notice from us of any and all debits made by us from such account or any other account maintained by Merchant at any financial institution.

Merchant understands that we may take any or all of the following actions if considered necessary by us to protect ourselves from financial loss: establish, or require Merchant to establish, a reserve account; impose a processing limit or cap on the dollar amount of sales transactions that we will process for Merchant, which may be changed from time to time with or without notice to Merchant; establish holdback periods on payments to be made to Merchant; and/or suspend the processing of sales drafts for as long as necessary to investigate suspicious, unusual or excessive deposit or transaction activity. Merchant understands that an authorization code is not a guarantee of acceptance or payment of a Transaction. Receipt of an authorization code does not mean that Merchant will not receive a Chargeback for that Transaction.

Merchant, its representative(s) and each person whose information is on this Application authorizes us prior to our acceptance of this Application and from time to time thereafter, for the purposes of facilitating the provision of our services to Merchant, to (i) investigate the individual and business history and background of Merchant, each such representative, each such person and any other officers, partners, proprietors, and/or owners of Merchant (collectively, the "Merchant Parties"); (ii) obtain credit reports, financial information or other background investigation reports on each of the Merchant Parties from our affiliates, credit agencies, other financial institutions, telecommunications providers, and references provided by the Merchant Parties that we consider necessary to review the acceptance and continuation of this Application; (iii) use any personal information provided by the Merchant Parties in this Application or otherwise or obtained by us under any other provision of this paragraph to respond to any further application for our services; (iv) facilitate the provision of our services by sharing such personal information and the results of our enquiries or investigations with our third party service providers, credit and debit card issuers, credit and debit card networks, credit agencies, governmental taxation authorities and similar parties; (v) use such personal information to investigate potentially fraudulent or questionable activities regarding the Merchant's account(s) or the use of our services; (vi) use such personal information for reporting purposes under credit or debit card network rules or regulations and to debit and credit card issuers, financial institutions or other credit or debit card related entities; (vii) use such personal information to offer products and services to the Merchant Parties that might be beneficial; (viii) use or disclose such personal information in the course of any actual or potential sale, reorganization, amalgamation or other change to our business; and (ix) collect, use and disclose such personal information from the Merchant Parties when required or permitted by law, including maintaining such personal information outside the borders of the Commonwealth of Canada, which may be accessed by the courts, law enforcement, and national security authorities.

Merchant authorizes SportsPay to disclose any Cardholder Data, Transaction Information, and information regarding you to the organization listed (each "Governing Body") pursuant to the provision of Service to you and acknowledges that these terms are in addition to those outlined in the Terms of Service, both by which you agree to be bound by. You understand that this authorization will remain valid until you notify SportsPay in writing of the termination of this authorization, and such notification is received by SportsPay. You agree to indemnify Sportspay against any and all actions, liabilities, damages or costs, including legal fees and interest that may occur as a result of or in connection with Sportspay relying on this authorization.

Merchant authorizes the entity listed ("Service Provider") as a Service Provider as described in the Terms of Service. You consent to SportsPay registering the Service Provider as an Authorized User to access and use the Services in accordance with the Terms. Further, you acknowledge that these terms are in addition to those outlined in the Terms of Service, both by which you agree to be bound by. You understand that this authorization will remain valid until you notify SportsPay in writing of the termination of the Service Provider, and such notification is received by SportsPay. You agree to indemnify Sportspay against any and all actions, liabilities, damages or costs, including legal fees and interest that may occur as a result of or in connection with Sportspay relying on this authorization.

This Application may be signed in one or more counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same Application. Delivery of executed counterparts of this Application may be accomplished by a facsimile or e-mailed transmission, and a signed facsimile or e-mail or copy of this Application shall constitute a signed original. The parties hereby acknowledge that they have required the Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demande que les presents contrats ainsi que les documents qui s'y rattachent soient rediges en langue anglaise.

By signing below, Merchant represents and warrants that it has obtained and read in full the terms contained herein in addition to the TOS available at www.sportspay.com or available from our customer service centre at 1-877-880-0321 prior to signing this Application and that it agrees with the terms thereof and herein.

By signing this document below, you are agreeing on behalf of the Merchant to a mandatory binding arbitration provision set forth in the TOS and expressly incorporated herein. Furthermore, by signing this document you are hereby certifying that to the best of your knowledge, the information provided about you, the name and address provided for the above named Merchant, and the information provided about the beneficial owner(s) and/or the individual with control over the above named Merchant is complete and correct.