ALPHAPAY – CANADIAN STANDARD TERMS

AlphaPay – Merchant Services Agreement

STANDARD TERMS

These terms and conditions (the “Standard Terms”) and the following documents form the merchant agreement (the “Agreement”) entered into between Flash Pay Inc. DBA AlphaPay (“AlphaPay”, “we” and “our”) and the merchant identified in the Order Form – Merchant Services (“Client”, “you” and “your”):

(a)        Order Form – Merchant Services;

(b)        Information Summary Box;

(c)        Fee Disclosure Box;

(d)        Other Fees Disclosure Box;

(e)        all other documents referred to in these Standard Terms as being incorporated by reference and forming part of the Agreement; and

(f)        any other document or procedure we may provide or make available to you during the term of this Agreement that we indicate forms part of this Agreement.

  1. DEFINITIONS

In addition to the words and phrases defined above and in the Order Form – Merchant Services, unless expressly stated otherwise, when used in these Standard Terms, the following terms shall have the meanings set forth below:

1.1 “Acceptance Testing” has the meaning set out in section 4.3.

1.2 “Alipay Discovery Marketing Features” means certain Alipay marketing features including ‘12% Off Event’ (an incentive program where payers randomly receive discounts) and ‘Discovery Channel’ (location-based services to attract nearby clients).

1.3 “Applicable Law” means federal, provincial or local laws, treaties, rules, regulations, regulatory guidance, codes, standards, directives, policies, orders or determinations of (or agreements with), and mandatory written direction from (or agreements with), any foreign, federal, state, provincial or local government agency or other government or regulatory authority having jurisdiction over any of the Services to be provided hereunder, AlphaPay or Client, including, without limitation, Privacy Laws, in each case, as they may be amended and in effect from time to time.

1.4 “Business Day” means any day, other than a Saturday, Sunday or statutory holiday observed both in Canada and in China.

1.5 “Business Hours” means 9:00am to 9:00pm EST.

1.6 “Cards” means a valid and unexpired credit card in any and all forms or applications, account numbers assigned to a cardholder, or other methods of payment accepted by AlphaPay, for which pricing is set forth in the Agreement.

1.7 “Cardholder” means, as the context requires, a person who is issued or otherwise authorized to use the Cards or the accounts established in connection with the Cards.

1.8 “Chargeback” means AlphaPay’s right to return a Card Transaction and be reimbursed for the amount of the Transaction by Client out of the Nominated Bank Account or otherwise, as permitted by this Agreement.

1.9 “Code of Conduct” shall mean The Code of Conduct for the Debit and Credit Card Industry in Canada.

1.10 “Commencement Date” has the meaning set out in the Order Form.

1.11 “Confidential Information” has the meaning set out in section 5.1.

1.12 “Data Incident” means any alleged or actual compromise, unauthorized access, disclosure, theft, or unauthorized use of Card or Cardholder information, regardless of cause, including without limitation, a breach of or intrusion into any system, or failure, malfunction, inadequacy, or error affecting any server, wherever located, or hardware or software of any system, through which Card information resides, passes through, and/or could have been compromised.

1.13 “Emergency Maintenance” means unscheduled maintenance required to resolve security related or technical issues or other problems impacting the availability of the Service.

1.14 “Fee” has the meaning set out in section 4.1

1.15 “Fee Change” has the meaning set out in section 9.4.

1.16 “Fine” has the meaning set out in section 4.2.

1.17 “Initial Term” has the meaning set out in section 9.1.

1.18 “Intellectual Property Rights” means any intellectual property or proprietary rights, including, but not limited to, rights protecting works of authorship (copyright), trademarks (trade names and service marks), inventions (patents), data, know-how and trade secrets, recognized in any country or jurisdiction in the world.

1.19 “Licensed Technology” means, collectively, the functionality provided by the WeChat Pay payment technology that is owned by Tencent Holdings Limited (China), the Alipay payment technology that is owned by Alipay.com Co., Ltd. (China), Best Pay payment technology that is owned by China Telecom Orange Finance (China), and the UnionPay QRC Payment that is owned by UnionPay International Co., Ltd, each of which are licensed for use by AlphaPay to provide the Services.

1.20 “Licensed Party” has the meaning set out in section 7.1.

1.21 “Marketing Features” means certain marketing features including, but not limited to the following, that AlphaPay may, from time to time, and, in each case, in its sole and absolute discretion (and subject to availability of such features by providers), make available to Client hereunder:

(i) WeChat Pay Marketing Features; and/or

(ii) Alipay Discovery Marketing Features.

1.22 “Marks” has the meaning set out in section 7.1.

1.23 “Marks Owners” has the meaning set out in section 7.1.

1.24 “Network” means any network, Card association or organization that is identified in the Fee Disclosure Box, the Other Fees Disclosure Box, or is otherwise referenced in this Agreement and in which Client participates hereunder.

1.25 “Nominated Bank Account” means the deposit account initially designated in the Order Form (and any other deposit account that Client may designate from time to time) that is held in the name of Client at a financial institution acceptable to AlphaPay, which AlphaPay can access and use for the purposes of settling Transactions and making payments due by Client or AlphaPay under this Agreement, in accordance with the terms of the PAD Authorization that is set out in section 3.10.

1.26 “Non-Terminating Party” has the meaning set out in section 9.2.

1.27 “Notices” has the meaning set out in section 13.3.

1.28 “Operating Regulations” means the by-laws, operating regulations and/or all other rules, policies, procedures or guidelines of any Network, as in effect from time to time.

1.29 “party” means either Client or AlphaPay and “parties” means both Client and AlphaPay, collectively.

1.30 “Personal Information” means information about an identifiable individual, and includes, without limitation, any information that is “personal information” within the meaning of one or more Privacy Laws.

1.31 “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), as amended or supplemented from time to time, and any other Canadian federal or provincial legislation now in force or that may in the future come into force governing the collection, use, disclosure and protection of personal information in the private sector applicable to either Party, the Services or the activities contemplated under this Agreement.

1.32 “Reduction Retention” has the meaning set out in section 9.4.

1.33 “Renewal Term” has the meaning set out in section 9.1.

1.34 “Scheduled Maintenance” means system, software or Service maintenance that is scheduled to fix non-critical errors and implement system, software or Service changes for which AlphaPay will provide Client at least seven (7) days prior written notice.

1.35 “Services” means any and all services provided by AlphaPay pursuant to this Agreement, as described in section 2.1.

1.36 “SLA means the Service Level Agreement separately provided to the Client by AlphaPay and which may be amended by AlphaPay in its absolute discretion from time to time, as described in section 3.1.

1.37 “Surcharge” means imposing any fees, other than charges or other conditions for the use of a Card as a means of payment.

1.38 “Term” has the meaning set out in section 9.1.

1.39 “Third Party Facilities” has the meaning set out in section10.2.

1.40 “Transaction” means the sale of goods or provision of services by Client in respect of which a Card was used for payment, or a refund of such payment.

1.41 “WeChat Pay Marketing Features” means certain WeChat marketing features (including ‘WeChat Lucky Money’ (an incentive program where payers randomly receive cashbacks) and ‘WeChat Moment’ (social media advertising aimed at enhancing a Client’s brand awareness).

  1. SCOPE OF SERVICES AND SET UP

2.1 Services. Subject to and in accordance with the terms of this Agreement, AlphaPay hereby agrees to:

(a) provide Client with a payment integration system which utilizes the functionality provided by the Licensed Technology to process payments from users of the Licensed Technology in Chinese Yuan, converts such payments to their Canadian dollar equivalent and then sends such payments to Client in accordance with the Settlement Terms set out in Exhibit A to these Standard Terms; and

(b) allow Client to access AlphaPay’s online portal which provides merchant management services and facilitates Transaction management, reporting and provides transactional analytics. (collectively the “Services”).

2.2 Marketing Features. AlphaPay may, in its sole and absolute discretion, offer Client the opportunity to access certain Marketing Features. Client acknowledges that its acceptance and use of any Marketing Features will be subject to additional terms and conditions which shall be disclosed to Client by AlphaPay at the time of any offer.

2.3 Settlement of Funds. The parties agree that settlement of funds and refunds shall occur in accordance with the terms and process set out in the Settlement Terms attached as Exhibit “A” to this Agreement.

2.4 Foreign Currency Conversion Process. When processing payments from users of the Licensed Technology from Chinese Yuan to Canadian dollars, the applicable Network will convert the payment from Chinese Yuan into the equivalent Canadian dollar amount.  Exchange rates used by the Network could include a wholesale currency rate or a government-mandated rate in effect when such currency conversion occurs.  The exchange rate used by the Network on any given Transaction may differ from such rate on the Transaction date.  The Network may also assess a foreign currency conversion fee and a cross-border transaction fee, each of which, if applicable, will be passed through to Client.

2.5 Non-Exclusivity. Client acknowledges that AlphaPay is providing the Services to Client on a non-exclusive basis and that AlphaPay may provide the same or similar services to others including, without limitation, other merchants.

3. Service level agreement

3.1 Uptime Commitment Payment Interface. AlphaPay is committed to using every available means to achieve an average minimum uptime of 99.9% (measured on a quarterly basis) of the Payment Interface, to receive Transaction requests, excluding from the uptime calculation any downtime of the Payment Interface caused by acts or omissions of the Merchant or Acquirers, changes implemented on specific Merchant request, general internet failures, failures of individual Payment Methods or force majeure. The Merchant is obliged to immediately notify AlphaPay of any downtime of the Payment Interface which it experiences and to provide all reasonably requested cooperation in investigating and resolving any such downtime.

AlphaPay uses all reasonable efforts to avoid having to take the Payment Interface offline for executing planned maintenance. Should under exceptional circumstances such maintenance nevertheless prove necessary, AlphaPay will provide as much notice as practically possible and plan such maintenance in a manner and on a date and time to minimise the potential number of affected potential Transactions for all its Merchants.  Should under emergency situations (e.g. in case of force majeure event or terrorist attack) unplanned maintenance be necessary to the Payment Interface necessitating it to be taken offline, AlphaPay will use all available resources to keep the required downtime to the absolute minimum.

3.2 Security and Compliance. AlphaPay commits to use all commercially reasonable efforts to provide a secure payment and shall keep its systems used to provide the Services PCI-DSS certified.

3.3 AlphaPay shall, as part of the provision of AlphaPay Payment Services, provide to the Client (at no additional cost to the Client) standard customer support during AlphaPay’s normal Business Hours (9:00 am to 9:00 pm EST)

  1. CLIENT OBLIGATIONS

4.1 Interconnection. Client acknowledges that (a) certain of Client’s payment systems must be connected to AlphaPay’s systems in order for AlphaPay to provide the Services; and (b) unless and until Client’s and AlphaPay’s payment systems are connected and such functionality has been established, AlphaPay shall be under no obligation hereunder to provide the Services.

4.2 Initial Set-Up Process. Clients agrees to ensure that,

(a) it meets, and continues to meet all pre-requisites or conditions necessary for AlphaPay to provide the Services, including having access web-based gateway application programming interfaces, point-of-sale payment terminals/equipment and processing and settlement capabilities for Chinese currency; and

(b) its network and systems comply with the relevant specifications provided by AlphaPay from time to time and, in this respect, Client acknowledges that it shall be solely responsible for procuring and maintaining its network connections and telecommunications link from its systems to AlphaPay’s system.

For greater certainty, Client acknowledges that it is responsible for all direct and indirect costs in connection with and/or related any programing efforts (i) required as part of the initial set-up; and (ii) affecting the Services after the initial set-up with AlphaPay.

4.3 Acceptance Testing. Client shall conduct and complete all acceptance testing (the “Acceptance Testing”) as soon as practicable but within five (5) Business Days of being provided with the online gateway application by AlphaPay.  Client will allow AlphaPay to be present at any Acceptance Testing, provided that AlphaPay gives Client sufficient notice of its wish to be present. During the Acceptance Testing phase and for a reasonable period of time after Acceptance Testing is completed, to the extent Client encounters any malfunction, defect or suspected error in the online gateway application, AlphaPay agrees to co-operate with, and will use reasonable efforts to, correct any such malfunction, defect or suspected errors to facilitate Client’s acceptance of the Services provided that, AlphaPay shall have no obligation to rectify any defect or fault in the Services caused or contributed to by (a) the acts or omissions of the Client or the Client’s personnel, or (b) faults or defects that arise in telecommunication services provided to Client by a third party supplier other than such suppliers engaged or contracted by AlphaPay, regardless of whether the costs associated with such services are paid or reimbursed by the Client or relate specifically to the Services provided to the Client.

4.4 Client System Changes. Client agrees to notify AlphaPay of any Client system changes that might impact the Services and to allow AlphaPay to perform any necessary system testing to ensure the full integrity of Services is maintained.

4.5 Client Obligations. Throughout the Term of the Agreement, Client agrees to:

(a) use the Services solely for their intended purpose and in accordance with any directions or documentation provided by AlphaPay.

(b) not knowingly itself use or otherwise permit the Services provided hereunder to be used in violation of Applicable Laws and agrees to promptly notify Company upon become aware of any such breach or non-compliance.

(c) co-operate with AlphaPay to allow AlphaPay to provide the Services and ensure that the Client’s procedures for handling orders and delivering goods and/or services are compatible with the settlement process outlined in the Settlement Terms set out in Exhibit A to this Agreement. Client shall be solely response for ensuring that, at the point of sale, the Card type(s) of Transactions it submits for processing by AlphaPay. Should Client submit a Transaction for processing for a Card type it has indicated it does not wish to accept, AlphaPay may process that Transaction and Client will pay the applicable fees, charges, and assessments associated with that Transaction.

(d) keep any account information or password required to access the Services secure and not provide the same to any third parties. Client shall be liable for any losses resulting from any actions taken or instruction given using Client’s account information, regardless of whether the party taking such action is authorized by the Client to do so or accessed Client’s account without Client’s consent;

(e) provide AlphaPay with accurate information regarding Client’s business and ownership structure, including providing AlphaPay with at least thirty (3) days prior written notice of any material changes to Client ownership, corporate structure, business domicile, website details and details of products and/or services offered by the Client which may materially affect the scope of the Services;

(f) conduct and retain backups of any of Client’s data (whether hosted on AlphaPay’s systems or provided to AlphaPay in connection with the Services) to the extent reasonable, having regard to the nature of the data;

(g) use its best efforts to display, in prominent positions on Client’s website, in accordance with AlphaPay’s direction, trademarks, logos, branding or advertising materials pertaining to the Services provided by AlphaPay pursuant to this Agreement;

4.6 Restricted Activities. In connection with its access and use of the Services, Client agrees that it will not,

(i) employ any reverse engineering method aimed at deciphering any computer system, software or procedures operated by AlphaPay or amend, edit, consolidate, or alter the said computer systems or procedures (including, without limitation, any source programs, object programs, software files, data processing in local computer storage devices, data from AlphaPay’s terminals which is transmitted to servers, server data, etc.);

(ii) alter or amend the original functions of the software pertaining to the Services or add further functions to the software pertaining to the Services;

(iii) unreasonably delay any action, approval, direction, determination or decision which is reasonably required of Client under this Agreement or for AlphaPay to provide the Services;

(iv) engage in, or procure, assist or allow any Client personnel or any other person to engage in, any fraudulent or unauthorized use of the Services; or

(v) engage in unlawful, harmful, threatening, defamatory, infringing, obscene, harassing, sexually explicit or racially offensive activities or facilitate illegal activities, promote unlawful violent or cause damage or injury to any person or property.

4.7 Transaction Information. Client shall provide AlphaPay with complete and accurate Transaction information and agrees to collect, share and transmit Transaction information in a secure manner in compliance with all Privacy Laws. Client agrees to take any reasonable actions requested by AlphaPay to maintain the security and integrity of the Services. Client shall be solely responsible for the accuracy and completeness of all information and instructions furnished to AlphaPay in connection with the Services, and AlphaPay shall not be responsible in any way for errors resulting from the inaccuracy or incompleteness of any information or instructions furnished to AlphaPay by Client or any other person on Client’s behalf. Client acknowledges and agrees that AlphaPay may be required by law, to retain metadata, information and other content in relation to the Client’s use of the Services, intercept the Client’s communications and pass on details of Client’s use of the Services (including any retained metadata, information and content) to government agencies and law enforcement authorities.

4.8 Review of Settlement Activity and Reports. Client agrees that it shall review all reports, notices, and invoices prepared by AlphaPay and made available to Client, including but not limited to reports, notices, and invoices provided via AlphaPay’s online reporting portal.  Client expressly agrees that Client’s failure to notify AlphaPay that Client has not received any settlement funds within five (5)  Business Days from the date that settlement was due to occur, or fails to reject any report, notice, or invoice within thirty (30) Business Days from the date the report or invoice is made available to Client, shall constitute Client’s acceptance of the same.  In the event Client believes that AlphaPay has failed in any way to provide the Services, Client agrees to provide AlphaPay with written notice, specifically detailing any alleged failure, within thirty (30) days of the date on which the alleged failure first occurred.

4.9 Client Data Security. Client acknowledges and agrees that it is solely responsible for the security and integrity of its own systems, software, equipment, and data centers that it uses in its business or in connection with the Services.  Throughout the Term of this Agreement, Client will comply with all Applicable Laws relating to data security and privacy and with any contractual commitments with third parties relating to privacy and data security.  Client shall be solely responsible for any unauthorized transmissions from its own systems, and Client agrees to notify AlphaPay immediately of any unauthorized disclosure of information or other actual or potential use of the Services of which Client becomes aware of that are contrary to this Agreement. Client agrees to co-operate with AlphaPay with respect to any investigation and/or additional requirements related to a suspected Data Incident.

4.10 Pre-Authorized Debit (PAD) Authorization. Client shall always maintain an open Nominated Bank Account with sufficient cleared funds to meet its obligations under this Agreement. Client authorizes AlphaPay to (i) credit the Nominated Bank Account to settle any and all Fees and other amounts due to AlphaPay under this Agreement, and (ii) debit the Nominated Bank Account in accordance with the following pre-authorized debit authorization.

(a) Client hereby authorizes AlphaPay, and the financial institution designated in the Order Form (or any other financial institution Client may authorize at any time) to debit Client’s Nominated Bank Account for payment of all amounts (including, without limitation, any Fee, Chargeback, refund or any other charge, Fine, assessment, penalty or liability) owing by Client to AlphaPay in connection with the Services provided under this Agreement. Regular monthly payments for the full amount owing in respect of the Services delivered hereunder will be debited to the Nominated Bank Account on the first day of each month, or if such date is on a weekend or statutory holiday, on the next Business Day. AlphaPay will provide thirty (30) days written notice of the amount of each regular debit. For any other amounts owing by Client to AlphaPay arising under or in connection with this Agreement or this PAD Authorization, AlphaPay will obtain Client’s authorization for any such one-time or sporadic debits in accordance with the Rules. This PAD Authorization shall remain in force for so long as Client continues to have payment obligations to AlphaPay pursuant to the Agreement, unless revoked in accordance with the terms hereof.

(b) In the event an error is made in processing any payment from the Nominated Bank Account, Client authorizes AlphaPay to initiate a corrected debit or credit on the Nominated Bank Account, as applicable, to correct the error in accordance with the Rules.

(c) Client understands that if any debit initiated by AlphaPay on the Nominated Bank Account is dishonoured by the Financial Institution for any reason, then AlphaPay shall, without prejudice to any other rights and remedies, be entitled to issue another debit in substitution for the dishonoured debit until the debit is honoured and that, if applicable, AlphaPay shall also be entitled to initiate a separate debit to cover any NSF fees or dishonoured payment fee, including any fees or interest charged by the Financial Institution or costs and expenses imposed on AlphaPay for the failed payment. You agree that AlphaPay shall be under no liability whatsoever caused by a dishonoured debit or for any related fees (including, without limitation, any fees that may be imposed on you by the Financial Institution as a result of the unsuccessful PAD).

(d) Client agrees to waive all pre-notification requirements under the Payments Canada Rules in respect of any debits drawn from Nominated Bank Account under this Agreement including, without limitation, pre-notification of the amount or payment dates of all debits drawn against the Nominated Bank Account. If this authorization is entered into electronically, Client further agrees to reduce the time within which Client is to receive a confirmation of this PAD Authorization before the due date of the first PAD.

(e) Client acknowledges that this PAD Authorization and the debits authorized hereunder are for business purposes. Client may revoke this PAD Authorization at any time upon providing thirty (30) days’ notice to AlphaPay. Client may obtain a sample cancellation form, or more information on its right to cancel a PAD Authorization at its financial institution or by visiting payments.ca.

(f) Client has certain recourse rights if any debit does not comply with this PAD Authorization. For example, Client has the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Authorization.  To obtain a form for a Reimbursement Claim, or for more information on Client’s recourse rights, Client may contact its financial institution or visit payments.ca.

(g) Client understands that revocation of this PAD Authorization does not terminate, cancel, reduce or otherwise affect Client’s obligations under the Agreement, and that this PAD Authorization applies only to the method of payment and does not otherwise have any bearing on any amounts owing by Client to AlphaPay under the Agreement.

(h) AlphaPay may assign this PAD Authorization to another person or entity, whether directly or indirectly, by operation of law, change of control or otherwise; provided that, at least ten (10) days prior to the next PAD being issued in the assignee’s name, AlphaPay or the assignee shall provide notice of the details of any such assignment, including the identity and contact information of the assignee. Thereafter, the assignee shall be permitted to debit the Nominated Bank Account in accordance with the terms of this PAD Authorization.

(i) For any questions about this PAD Authorization, Client may contact AlphaPay at the address noted in the Information Summary Box in the Order Form.

Exclusivity.  For the Term of the Agreement, Client agrees not to enter into any agreement with a third party relating to the provision of a service similar to the Services provided by AlphaPay hereunder. If Client breaches this provision, AlphaPay shall be entitled to $500CAD as partial compensation for AlphaPay’s loss, except with respect to sole proprietors in Quebec, where this provision does not apply.

  1. FEES

5.1 Fees. Client agrees to pay AlphaPay the fees, expenses and all other amounts owing under this Agreement, including those set out in the Fee Disclosure Box and Other Fees Disclosure Box (“Fees”).  AlphaPay may, at any time during the Term, increase any fee listed in the Fee Disclosure Box or Other Fees Disclosure Box, or add a new fee, by providing ninety (90) days’ notice to Client. For greater certainty, this includes any new or additional fees resulting from any upgrades that introduce new functionalities to the Services that may be required to be implemented by Client in order to continue using the Services.

5.2 Third Party Assessments. Notwithstanding any other provision in this Agreement, Client agree to pay any fine, fee, penalty or other type of assessment (“Fine”) imposed or assessed on Client and/or AlphaPay in connection with this Agreement by any third parties or otherwise assessed in relation to Client’s acts or omissions in connection with the Services provided hereunder.

5.3 Any Fee, charge, adjustment, Fine, applicable taxes, any amount of any Chargeback or any refund issued by Client and any other amount that Client owes to AlphaPay under this Agreement, is an amount payable by Client to AlphaPay on demand.

5.4 Set-off. Any amounts due and owing to AlphaPay by Client hereunder may, in AlphaPay’s sole discretion and without notice to Client, be set-off against any amounts that AlphaPay owes Client hereunder and debited from the Nominated Bank Account.

5.5 Interest on Unpaid Amounts. Any amounts owing by Client hereunder shall be subject to interest at an annual rate equal to the greater of: (i) fifteen per cent (15%) per annum, or (ii) the maximum interest rate permitted under Applicable Law. Client shall also be liable to pay to AlphaPay all reasonable costs incurred in recovering unpaid fees, including legal fees and expenses.

5.6 Taxes. All Fees and amounts owing under this Agreement are exclusive of tax and any other government levies that may apply and may change from time to time. Client shall pay (or reimburse AlphaPay for) all taxes, duties, levies or charges of any kind imposed by any federal or provincial or local government entity on fees payable for the Services.

5.7 Additional Services. Any services requested by Client that are in addition to those set forth herein shall be charged to Client as an additional expense in accordance with AlphaPay’s then-current standard fees and/or hourly rates, as applicable.

6. CONFIDENTIALITY

6.1 Confidential Information. Each party has made and will continue to make available to the other party information that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood or assumed by the receiving party to be, proprietary or confidential, including, but not limited to, any budgets, client details, colour schemes, concepts, copyrightable work, customer lists, data, designs, drawings, expertise, financials, formulae, functionality, intellectual property, inventions, methodologies, passwords, plans, policies, procedures, processes, production information, projections, software code, specifications, statistics, studies, supplier details, systems, web developments, written materials, in any form or media as well as the terms of this Agreement (“Confidential Information”). Confidential Information may be disclosed in oral, written, visual, electronic, or other form.

6.2 Obligations. The receiving party will use the same care, discretion and security precautions to avoid disclosure, publication, or dissemination of any Confidential Information received from the disclosing party as the receiving party uses with its own similar information that it does not wish to disclose, publish, or disseminate (but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information (a) to its employees, contractors, consultants, auditors and affiliates on a need to know basis, and only if they are under an obligation to keep such information confidential upon terms similar to those contained in this Agreement, or (b) if required by law, provided that it promptly notify, consult and co-operate with the other party in any attempt to resist or narrow such disclosure or to obtain an order or other assurance that such information will be accorded confidential treatment. The receiving party will be liable for any unauthorized disclosure or use of Confidential Information by any of its personnel, agents, subcontractors, or other third parties to whom Confidential Information is disclosed. The receiving party will promptly report to the disclosing party any unauthorized disclosure of Confidential Information that it has a reasonable belief (after good faith due investigation) materially affect the disclosing party and will specify the corrective action to be taken.

6.3 Exceptions to Confidential Treatment. The obligations set forth in section 5.2 above do not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed or knew prior to disclosure by the disclosing party, without an obligation of confidentiality; (ii) is or becomes generally available to the public through lawful means and without breach of this Agreement by the receiving party, other than non-public customer or employee information; (iii) is or was independently developed or acquired by the receiving party as a result of its own internal efforts without the direct or indirect use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party without confidential or proprietary restrictions from a third party who rightfully possessed the information without  an obligation of confidentiality to the disclosing party or its affiliates.

6.4 Return or Destruction. Except to the extent otherwise set forth in this Agreement, the receiving party will return or destroy, and certify the destruction thereof, any Confidential Information within thirty (30) days after the earlier of: (a) the disclosing party’s request, or (b) the date the receiving party no longer requires Confidential Information to perform its obligations, or ensure the other party’s performance of its obligations, under this Agreement.

6.5 Ownership of Confidential Information. As between the parties, each party’s Confidential Information shall remain the property of that party. Nothing contained in this Agreement shall be construed as obligating a party to disclose its Confidential Information to the other party, or as granting to or conferring on a party, expressly or impliedly, any rights or license to the Confidential Information of the other party, and any such obligation or grant shall only be as provided by other provisions of this Agreement.

6.6 Remedies. Each party hereby expressly acknowledges that the improper disclosure or use of the other party’s Confidential Information may give rise to irreparable harm and damage to the disclosing party, inadequately compensable in damages and that, accordingly, the disclosing party may seek and obtain, in addition to any legal remedies that may be available, injunctive relief against the breach or threatened breach by the receiving party of any of the provisions of this Article 5 (Confidentiality)

7. TRADEMARKS

7.1 Each party (the “Licensed Party”) agrees that, with respect to its use of the other party’s (the “Marks Owner”) name, logo, logo-type, trade name, trademarks and service marks (“Marks”) provided or otherwise identified by the Marks Owner for the Licensed Party’s use: (a) as between the parties, all rights in and to such Marks are owned by the Marks Owner, (b) the Licensed Party will do nothing inconsistent with such ownership and will not now or in the future dispute or contest, directly or indirectly, the other party’s exclusive right and title or the validity of the other party’s Marks and will not take any action that would impair the value of, or goodwill associated with, such Marks, (c) all uses of such Marks will inure to the sole benefit of and be on behalf of the Marks Owner, (d) it will use the Marks in accordance with any guidelines for the use of such Marks as provided by the Marks Owner from time to time and otherwise in accordance with this Agreement, (e) it will not alter any such Marks and will use only exact reproductions thereof as supplied by the Marks Owner, and (f) at the Marks Owner’s reasonable request, all depictions of such Marks which the Licensed Party intends to use will be submitted to the Marks Owner for approval of design, color, or other details.

7.2 No Other Rights or Licenses. Except as specifically provided herein, AlphaPay does not grant to Client or any other third party any right or license, express or implied, under any patents, copyrights, trademarks, trade secrets or other Intellectual Property Rights belonging to AlphaPay including, but not limited to, the Services.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that, as of the Commencement Date, the following are true and correct, and will remain true and correct at all times during the term of this Agreement:

(a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation.

(b) The execution, delivery and performance of this Agreement and the consummation of the obligations contemplated by it:

(i) have been duly authorized by the requisite corporate or other action required on its part under any organization documents; and

(ii) do not constitute a violation of Applicable Law or a violation or default by such party under its articles of incorporation, bylaws or any organization documents, or any material agreement or contract, and no authorization of any government or regulatory authority is required in connection with the performance by such party of its obligations hereunder.

(c) This Agreement constitutes a valid and legally binding obligation of such party, enforceable upon such party according to its terms.

(d) There is no action at law or in equity, arbitration, proceeding, or governmental investigation pending, or to the knowledge of either party pending or threatened, by or before any court, any governmental or administrative agency or commission, or arbitrator, against either party regarding this Agreement, or the Services that could reasonably be expected to prevent or have a material adverse effect on the conduct of the activities contemplated hereby.

(e) Each party is and shall remain for the duration of this Agreement a legally existing business entity, qualified to do business and appropriately licensed, as applicable and if required, in each Canadian province and territory in which it is doing business.

(f) Each party has all necessary licenses, permits, consents or approvals from or by, and has made all necessary notices to any regulatory authority having jurisdiction, to the extent required for its performance hereunder.

(g) Each party is and shall remain in compliance with all Applicable Laws.

8.2 Client Representations and Warranties.

(a) Client represents and warrants to AlphaPay that:

(i) it consulted with, or had the opportunity to seek (and was not prevented or discouraged from) seeking independent professional advice in relation to the legal, regulatory, taxation, accounting, financial consequences and any other matters relating to this Agreement, and has not relied on AlphaPay in relation to any of those matters;

(ii) all information provided in connection with its request for Services is complete and accurate.

(iii) it shall be fully responsible and liable for the acts and omissions of its employees, consultants, contractors, or other personnel, including any agents or affiliates that act on its behalf in connection with this Agreement.

(iv) until AlphaPay is notified otherwise by Client, the Client Contact specified in the Order Form is and shall continue to be duly authorized to act for, and on behalf of, Client and shall be Client’s authorized representative in coordinating the performance of the Services and the Client’s obligations under this Agreement.

(v) it has implemented and will maintain secure systems for maintaining and for transmitting information to AlphaPay and will comply with any Operating Regulations applicable in connection with the Services.

(b) Each time a Transaction is submitted for processing under this Agreement, Client represents and warrants the following in respect of that Transaction:

(i) it represents a genuine sale of goods or services in the ordinary operation of Client’s business;

(ii) the Transaction was entered into by Client and the Cardholder and represents an obligation of the Cardholder for the amount of the Transaction (including taxes, but without any Surcharge, unless permitted under Applicable Law and the Networks), not more or less;

(iii) the amount charged for the Transaction is not subject to any dispute, setoff or counterclaim;

(iv) except for any delayed delivery permitted by AlphaPay or the Network, the good or service was actually delivered or provided to the Cardholder at the time of purchase;

(v) Client has no knowledge or notice of anything that would indicate that the Transaction was fraudulent or not authorized by the Cardholder, or that would otherwise impair the validity or collectability of the Cardholder’s obligation arising from the Transaction; and

(vi) the Transaction was made in accordance with this Agreement, Operating Regulations and Applicable Law.

  1. TERM AND TERMINATION

9.1 Term. The initial term of the Agreement will commence on the Commencement Date and will continue for the period set out in the Order Form (the “Initial Term”), unless terminated earlier in accordance with the Agreement. The Agreement shall automatically renew for successive six (6) month periods (each a “Renewal Term” and, together with the Initial Term, the “Term”), unless one party provides the other party with advance notice of its intent not to renew at least ninety (90) calendar days prior to the end of the Initial Term or any Renewal Term.

9.2 Mutual Termination Rights.

Subject to any other legal or equitable rights or remedies to which either party may be entitled to, either party may immediately terminate this Agreement without liability to the other (the “Non-Terminating Party”) in the event that the Non-Terminating Party:

(a) commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) calendar days of the Non-Terminating Party being notified in writing of the breach by the other party;

(b) suspends, or threatens to suspend, operation other than in the normal course of business or ceases operation without a successor; or

(c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party.

9.3 Termination by AlphaPay. AlphaPay may terminate this Agreement immediately, in its sole and absolute discretion, without any compensation to Client, if

(a) AlphaPay for any reason loses access or the right to use the Licensed Technology;

(b) AlphaPay considers the number or amount of Chargebacks, potential Chargebacks, contingent Chargebacks or pending Chargebacks under this Agreement to be excessive or Client Transactions to be irregular or any other circumstances that AlphaPay considers, in its sole discretion, may increase AlphaPay’s exposure to Chargebacks or otherwise present a financial or security risk to AlphaPay; or

(c) AlphaPay determines, in its sole discretion, that any statement made by Client to induce AlphaPay to enter into this Agreement was false in any way when made,or becomes false.

9.4 Termination by Client. In the event (i) AlphaPay increases its fees or adds fees (“Fee Change”), or (ii) AlphaPay does not pass through the full savings from a reduction in applicable payment card network interchange rates applicable to Client (“Reduction Retention”), Client may terminate the Agreement without penalty or additional fee within ninety (90) days of the date the Fee Change or Reduction Retention becomes effective.

9.5 Effect of Termination. Upon the termination of this Agreement for any reason:

(a) all amounts payable by Client under this Agreement will be immediately due and payable on demand; and

(b) Client shall return and make no further use of any materials, software, documentation and other relevant items (including copies) belonging to the AlphaPay.

9.6 Survival. The following sections, and any other section that must survive to satisfy its essential purpose, shall survive the termination of this Agreement: 3, 4, 5, 8.5, 9, 10, 11.

  1. DISCLAIMERS AND LIMITATION OF LIABILITY

10. No Warranty. FOR SOLE PROPRIETORS IN QUEBEC ONLY, THIS CLAUSE DOES NOT APPLY. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND ALPHAPAY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE SERVICES. ALPHAPAY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT HEREBY ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH THE ACCEPTANCE OF CARDS AND CLIENT HEREBY ASSUMES ALL SUCH RISKS, EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. ALPHAPAY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, THAT THEY WILL BE CAPABLE OF ACHIEVING ANY PARTICULAR RESULTS IN CLIENT’S BUSINESS OR OPERATIONS, OR THAT THEY, OR THE SOFTWARE PERTAINING TO THE SERVICES, WILL BE FREE FROM DEFECTS, ERRORS, BUGS, COMPATABILITY ISSUES OR THAT IT WILL FUNCTION UNINTERRUPTED, ERROR FREE OR THAT ALL DEFECTS IN THE CODE UNDERLYING THE SERVICES WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT IT HAS OR WILL HAVE INDEPENDENTLY DETERMINED THAT ALL SERVICES TO BE PROVIDED HEREUNDER MEET ITS BUSINESS REQUIREMENTS.

10.2 Service Functionality. AlphaPay shall not be responsible for equipment or services provided by third parties, including, software vendors, internet service providers, or other providers of terminals and other equipment and services.Client acknowledges that the Services may be interrupted by issues with systems, networks or infrastructure provided by a third party or the Client’s equipment or facilities (collectively “Third Party Facilities”) and agrees that AlphaPay shall not be liable to Client in any way for any loss (including any consequential damages) that Client may incur or suffer as a result of any such delay, failure or interruption. If Client requires AlphaPay to undertake any remedial work to repair any AlphaPay infrastructure used to provide the Services affected by such a delay, failure or interruption, Client acknowledges that any such remedial work would be an additional service hereunder and that both the scope of the work and the related fees would be agreed to by the parties in advance and, to the extent the parties agree to the terms, Client agrees that any additional fees shall be payable by Client to AlphaPay even if, after AlphaPay commences such remedial work, it is determined that the delay, failure or interruption to the Services was caused by a defect or failure in Third Party Facilities.

10.3 No Consequential Loss. Neither party will be liable to the other for any lost profits, lost business or any incidental, special, consequential or punitive damages (whether or not arising out of circumstances known or foreseeable by the other party) suffered by such party, its customers or any third party in connection with the Services provided hereunder or in connection with this Agreement, whether based in contract, tort (including negligence), statute or otherwise. Nothing in the foregoing sentence is in any way intended, and shall not be construed, to limit (i) Client’s obligation to pay any Fees, Fines or other amounts due under this Agreement; or (ii) any damages due from Client related to Client’s failure to exclusively receive the Services from AlphaPay to the extent required by the Agreement, and/or (iii) Client’s obligation to indemnify AlphaPay pursuant to section 10. In no event shall AlphaPay be liable for any damages or losses (i) that are wholly or partially caused from any fraudulent act or omission by Client, or its employees, agents, or third parties engaged by Client, or (ii) that were caused due to errors in data or Transaction information provided by Client to AlphaPay, except with respect to sole proprietors in Quebec, where these events result from AlphaPay’s acts or those of its representatives.

10.4 Limitation of Liability. FOR SOLE PROPRIETORS IN QUEBEC ONLY, THIS CLAUSE DOES NOT APPLY. AlphaPay’s total liability related to or arising out of this Agreement shall in no event exceed an amount equal to the lesser of (i) actual monetary damages incurred by Client; or (ii) the sum of $10,000 CAD. For avoidance of doubt, the cap on AlphaPay’s liability set forth in the immediately preceding sentence will not limit AlphaPay’s obligation to settle funds due to Client under this Agreement.

10.5 Reduction of Liability. AlphaPay’s liability for any loss suffered or incurred by the Client hereunder, or in connection with this Agreement (whether based in contract, tort (including negligence), statute or otherwise) shall be reduced to the extent that that loss was caused or contributed to by: (a) the acts or omissions of the Client or the Client’s personnel, including the failure to take reasonable steps to mitigate or avoid such loss; (b) the use of any Third Party Facilities; or (c) the acts, omissions or equipment of a third party.

11. INDEMNITY

11.1 Without limiting any other provision in this Agreement, Client shall fully indemnify, hold harmless and defend AlphaPay and its directors, officers, employees, agents, shareholders and related bodies corporate from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses of any kind (including, but not limited to, reasonable legal fees on a solicitor-client basis), whether or not involving a third party claim, which arise out of or relate to: (i) any breach of any representation or warranty of the Client contained in this Agreement; (ii) any Data Incident, infiltration, hack, breach or violation of Client or its third party’s systems; (ii) breach or violation of any term, covenant, undertaking or other obligation or duty under this Agreement or under Applicable Law, in each case, whether or not caused by the negligence of AlphaPay or any other indemnified party and whether or not the relevant claim has merit.

12. DISPUTE RESOLUTION

12.1 Complaints. In the event of any dispute between the parties relating the Services or any matter set out in this Agreements, the parties shall make good-faith efforts to resolve the dispute pursuant to AlphaPay’s complaint handling process, as set out on AlphaPay’s website at: https://www.alphapay.com/complaint-procedure

12.2 Arbitration. FOR SOLE PROPRIETORS IN QUEBEC ONLY, THIS CLAUSE DOES NOT APPLY. If the process in section 11.1 above is unsuccessful, the parties shall refer any unresolved dispute to arbitration. The arbitration shall take place in Vancouver, British Columbia before a single arbitrator. The language of the proceedings shall be English. The parties shall jointly agree on the appointment of an arbitrator within seven (7) business days of referral of the matter to arbitration, failing which the arbitrator shall be appointed pursuant to the provisions of the Arbitration Act, [R.S.B.C. 1996] c. 55. The fact of the arbitration, the evidence, submissions and any arbitral award shall all be confidential and, unless required by law, shall not be disclosed to any third party without the prior written consent of all parties to the arbitration.

12.3 Injunctive Relief. Notwithstanding the terms of sections 11.1 and 11.2 of this Agreement, either party may apply to any court of competent jurisdiction for injunctive or equitable relief in regard to any breach or threatened breach of this Agreement.

13. GENERAL

13.1 Costs and Expenses. Except as otherwise provided herein, each party shall bear its own costs and expenses incurred in connection with performing its obligations under this Agreement including, but not limited to, all fees and expenses of professional advisors.

13.2 Provision of Information. Client agrees to provide AlphaPay information relevant to the relationship between the parties that AlphaPay reasonably requires to provide the Services or in connection with any periodic or other review of the Agreement, including any financial information or other documentation relating to Client’s business or this Agreement that AlphaPay may require from Client from time to time to address reporting, record-keeping, client identification, sanctions screening or other legal or regulatory requirements.

13.3 Notices. Unless specified otherwise herein, all notices, requests, demands and other communications (“Notices”) required or permitted to be delivered hereunder shall be in writing to be effective and shall be deemed to be delivered and received (i) if personally delivered or if delivered by facsimile, email or courier service, when actually received by the party to whom notice is sent, or (ii) if delivered by mail (whether actually received or not), at the close of business on the third (3rd) Business Day following the day when placed in the mail, postage prepaid, certified or registered, addressed to the appropriate party, at the address of such party as set out in the Order Form (or such other address as such party may designate by written notice to the other party in accordance herewith).

13.4 Choice of Law. Subject to Article 11, this Agreement will be governed by, and construed in accordance with, the laws in force in the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflict of law provisions, except for Services provided to sole proprietors that are residents of Quebec, in which case Quebec law will govern. Where Quebec law applies, the Quebec courts shall have jurisdiction on all matters related to the Services and the Agreement. In all other cases, the parties agree to submit to the non-exclusive jurisdiction of the courts in the Province of British Columbia for the resolution of any action, dispute or proceeding arising out of or in any way relating to this Agreement and/or pertaining in any way to the relationship between the parties. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive or equitable relief in regard to any breach or threatened breach of this Agreement.

13.5 Enurement; No Third-Party Beneficiaries. Except as otherwise provided hereunder, this Agreement and all of the provisions hereof shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, administrators, successors, legal personal representatives and permitted assigns. Neither this Agreement nor any other agreement contemplated in this Agreement, express or implied, shall be deemed to confer upon any person not a party to this Agreement any rights or remedies contained in this Agreement.

13.6 Assignment. Client may not assign this Agreement or any obligations, right or interest hereunder without the prior written consent of AlphaPay, which consent shall not be unreasonably withheld. Any change in the voting control of Client shall be deemed to constitute an assignment of this Agreement for the purposes this section 12.6 and shall only be effective with the prior written consent of AlphaPay.

13.7 Entire Agreement. This Agreement (including all schedules, exhibits and attachments hereto and all documents and materials referenced herein) supersedes any and all other agreements (and all prior or contemporaneous discussions, negotiations or understandings), oral or written of any kind and every nature between the parties hereto with respect to the subject matter hereof, and sets forth the complete and exclusive agreement between the parties with respect to the Services and, unless specifically provided for herein, other services are not included as part of this Agreement.

13.8 Amendment. Except as provided in this Agreement, this Agreement, including any addendum, schedule or exhibit hereto, shall only be modified or amended by an instrument in writing signed by the authorized representatives of each party hereto.

13.9 Waiver. No failure, delay or indulgence on the part of either party hereto in exercising any power or right conferred upon such party under this Agreement (or to insist upon strict performance) in any respect or on any occasion will operate as a waiver of such power or right, nor will any single or partial exercise of any such power or right preclude any other future exercise of it, or the exercise of any other power or right under this Agreement.

13.10 Force Majeure. We shall not be liable to Client for any loss or damage or for any failure or inability to perform, or delay in performance hereunder, if such failure, inability, or delay is due in whole or in part from any acts beyond our control, whether or not such acts could reasonably be anticipated (including acts of God, acts of war, terrorism, riots, legislative, judicial or regulatory acts of any provincial or federal government, court or regulatory authority, acts of any of our subcontractors or any third party network operators or third party service providers of goods or services to us, labour disruptions, blackouts, embargoes).

13.11 Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal or unenforceable by a court of competent jurisdiction under present or future laws effective during the Term of this Agreement, such provision shall be read down to the extent of such invalidity or unenforceability or, if incapable of such construction, it shall be severed and all other provisions, which are self-sustaining and capable of separate enforcement without regard to the invalid or unenforceable provisions shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.

13.12 No Joint Venture. The parties agree and acknowledge they are independent contractors to each other in performing their respective obligations hereunder. Nothing in this Agreement shall be deemed or is intended to be deemed to create, constitute or be construed as a partnership, franchise relationship, joint venture between the parties hereto or any other form of legal association between the parties. Client agrees not to make any representations or engage in any acts which could establish an apparent relationship of agency, joint venture, partnership or employment with AlphaPay nor shall Client have any right, power or authority to create any obligation or be deemed to constitute an agent of AlphaPay for any purposes whatsoever.

13.13 Intellectual Property. Nothing in this Agreement shall be interpreted as transferring to Client, by way of assignment, license or otherwise, any intellectual property rights of any nature owned or claimed by AlphaPay.

13.14 Time of the Essence. Time is of the essence in this Agreement.

13.15 Further Assurances. Each party agrees that it will do all things and execute all documents as the other party may reasonably require to effect the general purposes or any specific provision of this Agreement, provided that the requested actions are not inconsistent with this Agreement and do not require a party to assume a material obligation that is not specified in this Agreement.

13.16 Interpretation and Construction. The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience and reference only and do not constitute a limitation of terms hereof and shall not affect the meaning, construction or interpretation of any provision in this Agreement.  Each party acknowledges that the limitations and exclusions contained in this Agreement have been the subject of active and complete negotiations between the parties and represent the parties’ voluntary agreement. In this Agreement, words importing the singular include the plural and vice versa; and words importing gender include all genders. All references to “herein,” “hereunder,” “hereof,” or like words shall refer to this Agreement as a whole and not to any particular section, subsection, or clause contained in this Agreement. The terms “include” and “including” are not limiting. Reference to any agreement or other contract includes any permitted modifications, supplements, amendments, and replacements.

13.17 Currency. All monetary amounts referred to in this Agreement are in Canadian dollars unless otherwise indicated.

13.18 Language. The parties have required that this Agreement and all documents and notices resulting from it be drawn up in English. Les parties aux présentes ont exigés que la présente convention ainsi que tous les documents et les avis qui en découleront soient rédigés en anglais.

13.19 Counterparts. This Agreement, and any amendment hereof, may be executed and then delivered via facsimile transmission, via the sending of PDF or other copies thereof via email and in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

13.20 Facsimile and Electronic Signatures. The parties agree that electronic signatures will have the same legal effect as original (i.e. ink) signatures and that an electronic, scanned, facsimile, or duplicate copy of any signatures will be deemed an original and may be used as evidence of execution.

EXHIBIT “A”
SETTLEMENT TERMS

All capitalized terms used but not otherwise defined herein shall have the same meaning set out in the Order Form or the Standard Terms available at  https://www.AlphaPay.com/standard-terms

Settlement Method AlphaPay shall, after deducting all agreed Fees payable to AlphaPay from the corresponding Transaction, remit the balance to Client by way of Electronic Fund Transfer to Client’s Nominated Bank Account in Canadian dollars (CAD). AlphaPay shall, in no event, be liable to Client for any loss resulting from the failure to notify AlphaPay of changes in the Nominated Bank Account information as required by this Agreement, except for sole proprietors in Quebec, where these events result from AlphaPay’s acts or those of its representatives.
Settlement Terms Settlement Cycle:  T+2  Funds will be settled within three (3) Business Days after the date a Transaction occurred.

Settlement Amount Calculation:

Client may elect to pass on the MSF to its customers or to bear the MSF itself, as per system configuration.

·    If Client elects to pass on the MSF to its customers, then Client shall receive the full face-value settlement amount (e.g. Client shall invoice its customers $100CAD and Client shall receive $100CAD); or

·    If Client elects to bear the MSF itself, then Client shall receive the full face-value settlement amount minus the MSF applied to the face value (e.g. the Client shall invoice its customers $100CAD and the Client shall receive $100CAD – $100 x MSF)

Client acknowledges that the actual time of receipt of the payment from AlphaPay may vary slightly due to the operation and settlement of the international and domestic banking systems.

Client shall not be affected by any foreign exchange movement regarding payment processing and settlement, as indicated above in the Settlement Amount Calculation.  During the payment process, Client’s customers will be prompted with daily CAD/CNY spot rate on AlphaPay’s payment page.

Refund Process Any authorization-only or non-delivery or disputes or defects or warranty issues etc., arising from Client’s services rendered to its customers may incur refunds in the normal course of business after a Transaction has been completed, which shall be dealt with in accordance with the following procedures:

·    Client shall be solely responsible for investigating and initiating refunds to its customers;

·    if the related refund amount has been settled to Client by AlphaPay, Client shall be solely responsible for processing the refund amount as per the Client’s refund policy with its customers;

·    if the related refund amount has not been settled to Client by AlphaPay, Client can either: a) refund the amount as per the Client’s refund policy to its customers, using its own funds prior to receiving the settlement amount; or b) Client may make a refund request to AlphaPay and AlphaPay shall debit directly the refund amount from the unsettled amount payable to Client in order to initiate the refund;

·    Due to settlement turnarounds and bank operations, it is possible that the unsettled funds with the Client may be insufficient to cover the actual refund amount, in which case the Client shall make the refund request to AlphaPay at a later time when the required amount becomes available, given that the Client continues accumulating further unsettled transactions or alternatively, the Client may resort to a combination of method a) and b) above;

·    Client shall reserve the right to investigate the Transaction before the refund is given and shall ultimately decide whether or not the refund is to be given; and

·         AlphaPay shall not impose any handling fee for any refund request.