1. Services and Support
   • The Service is a web-based merchant service. We will make available to you in Canada payment solutions for e-commerce (the "Services"), generally including: routing of Transaction messages on behalf of the Merchant to (and from) the Acquirer, Payment Method Provider, supported payment networks, including Visa, Mastercard (“Networks”) and the issuing members of the Networks; collecting and settling funds of the Transactions, transmitting of fees and costs, reconciling processed Transactions with the received settlements; any additional services agreed by the parties. Rastpay is allowed subcontract its obligations under the Merchant Processing Agreement to third parties.
   • Using Services you may accept payment from Customers using various Payment Methods (including Google pay, Apple pay, MBWay, Multibanco, Blik, Openbanking etc.) by submitting Transactions to Rastpay. Some Payment Methods can be enabled only after conclusion of a direct agreement between the Merchant and the Acquirer or the Payment Method Provider (the “Payment Method Agreement”). Some Payment Methods and Services are subject to specific Services terms (“Specific Services Terms”) and by accessing or using any particular Services, you agree to comply with the Specific Services Terms applicable to these Services. If any term in these terms and conditions conflicts with a term in any term of the Payment Method Agreement or Specific Services Terms, then (unless otherwise is expressly stated to the contrary) the order of precedence is: (a) the bylaws, rules, regulations, releases, interpretations and other requirements imposed or adopted (including the Security Standards etc.) by any Network (“Network Rules”); (b) the Payment Method Agreement or Specific Service Terms; (c) terms and conditions of this Merchant Processing Agreement; (d) all other terms incorporated in this Merchant Processing Agreement by reference.
   • You acknowledge and agree that: (a) the Networks and the Payment Method Providers may enforce the terms of Network Rules, Specific Services Terms, Payment Method Agreements and this Merchant Processing Agreement directly against you with respect to the respective Service, Payment Method regulated by that Network and/or Payment Method Provider; (b) Networks and the Payment Method Providers may suspend or terminate your ability to accept a Payment Method or access to Network at any time and for any reason, in which case you will no longer be able to accept that Payment Method or use that Network under this Merchant Processing Agreement. We may at any time, with notice to you, add, change or remove Payment Method Providers or Payment Methods in your integration of the Services.
   • You may only use the Services for business purposes. You must not, and must not enable or allow any third party to: (a) use the Services for personal, family or household purposes; (b) act as pass-through agent for the Services with no added value to Customers; (c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public systems, programs, data, or services; (d) reverse engineer or attempt to reverse engineer the Services; (e) use the Services to engage in any activity that is illegal, fraudulent, deceptive, exploitative, or harmful; (f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other uses of the Services.
   • You may provide complaints, ideas, suggestions, comments, observations and other input you provide to us regarding Services (the “Feedback”). Rasptay will provide you with support to resolve general issues relating to your Feedback and your use of the Services. Rastpay is not responsible for providing support to Customers.
   • Rastpay may enable you to access services provided by third parties (“Connected Services”) via integrations designed for interoperation of the Connected Services with the Services. Rastpay may offer to facilitate conclusion of the agreement between the Merchant and the provider of the particular Connected Services by acting as an agent (or distributor and/or reseller) of the particular Connected Services. Notwithstanding anything to the contrary, the Connected Services do not constitute a part of the Services, and Rastpay shall have no contractual obligations to the Merchant in relation with the Connected Services. The Merchant shall use the Connected Services at its own risk and cost. Before using of any Connected Services, the Merchant must diligently review and accept: the applicable business terms of the provider of the Connected Services; the privacy notice applicable to use of the Connected Services; compliance of the Connected Services with the Applicable Laws and Network Rules; and data security regime applicable to the Connected Services. If the Merchant indicates to Rastpay a decision to utilize any Connected Services, then the Merchant authorizes Rastpay to receive from (and process and transfer to) the provider of the Connected Services the data collected and processed in relation with providing the Merchant with the Services under the Merchant Processing Agreement.

2. Your business
   • You represent as of the effective date of the Merchant Processing Agreement, and continuously warrant until this Merchant Processing Agreement is expired or terminated, that (a) you only use the Payment Methods and Services for bona fide commercial transactions (which must be free of liens, claims, and encumbrances other than ordinary sales taxes) for the sale of goods or services to Customers; (b) you fulfill all of your obligations to Customers; and (c) you (and your third-party service providers) that store, access or transmit Transaction data comply with the (“Security Standards”): applicable security standards, requirements and programs, governing the privacy, protection, and your use, storage and disclosure of data issued by the PCI Security Standards Council (including PCI Data Security Standard, PCI Payment Application Data Security Standard, Contactless Payments on COTS, etc.), Networks (including MasterCard’s Site Data Protection Program, Visa’s Account Information Security Program etc.), Payment Method Provider and or any supervisory or regulatory authority or other entity with jurisdiction over any party, Payment Method, Services or other activity relating to this Merchant Processing Agreement (having jurisdiction over the activities of the Payment Method Provider, Network, Acquirer, Rastpay (each - the “Regulatory Authority”).
   • You are solely responsible for the nature and quality of the goods and services you provide (or if you accept donations, the intended use of those donations), and for Transaction receipts, delivery, support, refunds, returns, all other ancillary services you provide to Customers, and all other issues related to your goods and services and business activities. You are solely responsible for verifying each Customer’s: identity, eligibility and authority to complete a Transaction, and all other issues related to your goods and services and business activities. You have sole responsibility and liability for: (a) determining which, if any, taxes, duties or similar charges imposed by any Regulatory Authority(“Taxes”) apply to the sale of your products and services or payments you make or receive in connection with your use of the Services, including sales and use tax, excise tax, gross receipts tax, Harmonized Sales TAX (HST), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax; and (b) assessing, collecting, reporting and remitting Taxes for your business.
   • You must, with respect to Customers (a) accurately communicate and not misrepresent the nature, amount and currency of each Transaction prior to submitting it for processing; (b) provide a receipt that accurately describes each Transaction; (c) provide a meaningful way to contact you in the event that your goods or services are not provided as described; (d) not use the Services to sell goods or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; (e) inform Customers that Rastpay process Transactions for you; and (f) if you are collecting authorizations electronically, ensure that Customers consent to electronic signatures and delivery of communications in accordance with the Applicable Laws. If you engage in Transactions with Customers who are consumers, you must provide the disclosures Law requires, and must not engage in unfair, deceptive, or abusive acts or practices.
   • You must maintain and make available to Customers a fair and neutral refund and exchange policy, and clearly explain the process by which Customers can receive a full or partial return of funds to a Customer for a processed Transaction (the “Refund”).
   • You ensure that each website, where you use the Services for sale of goods or services online (each – the “Website”) continuously complies with the following requirements: (a) the Website clearly displays your business terms and conditions, including: your legal entity name; description of the product or service that you sell; prices of your products and/or services (including or expressly indicating any applicable taxes); an explanation of how payments happen (for example instantly or through a subscription); delivery information; the refund and cancellation policy; third parties involved in providing the service or product; any export restrictions; applicable governing law; (b) if you are offering subscriptions or free trials, you must ensure for each your Website: (i) process, ensuring that the cardholder gives their consent to enter a subscription service; (ii) electronic reminder notification process, such as an email or SMS, and a link to online cancellation at least 7 days before initiating a recurring transaction if: a trial period, promotional period or introductory offer has expired; The recurring agreement has changed (including change of the price or the billing period); (iii) Transaction receipts must include: The length of a trial period, introductory offer, or promotional period; The amount and date of the initial transaction even if no amount is due; The amount for subsequent recurring transactions; A way to allow the cardholder to easily cancel any subsequent transactions, for example a link or using an SMS; (iv) The cancellation of subscription payments must be easily accessible for online shoppers (for example, provide a link to a cancellation page); (c) the Website clearly displays your privacy policy that complies with the Applicable Laws and explains how and for what purposes that party collects, uses, retains, discloses and safeguards the personal data provided to that party; (d) the Website clearly displays delivery terms explaining how long it takes to receive the product or service, and which countries are eligible for delivery of your products and/or receiving of your services; (e) the Website clearly displays your refund policy, including: procedure if/how the Customer can an get their money back for a product or service they bought from you; The ways in which the Customer can return the product or cancel the service; The process of returning a product or canceling the service; clearly displays your contact information: your legal entity name, email address and phone number; (f) the Website clearly displays checkout and payment process, including your legal entity name and trade name, company registration number and location; (g) for each your Website must implement appropriate means of protection of the data of the Customers under the Security Standards; (h) for each your Website you must implement appropriate means preventing “transaction laundering” (access to Services for activities and websites that are no expressly approved by Rastpay); and (i) you must implement additional requirements under the Network Rules and Applicable Laws related to particular types of Transactions, including direct marketing, gambling, drugs, adult content, etc. Upon request you must provide to us documents and information allowing us to verify your title to (or an appropriate license to use) the domain names of each Website. You are allowed to use the Services for sale of goods or services online on a particular Website only after we have expressly approved this particular Website. You must notify us about any changes on your Website that may affect compliance with the above-mentioned Website requirements.
   • If you use the Services to submit recurring or subscription Transactions, then before submitting the initial Transaction, you must (a) inform each Customer that the relevant Transactions will occur on an ongoing basis; and (b) explain the method for canceling the Customer’s recurring billing or subscription.
   • You must comply with all Applicable Laws, Network Rules and Security Standards.
   • You may only accept payment card Transactions in locations authorized by Rastpay. The Networks and Payment Method Providers may request information and certification relating to your location, and make a final determination of your location. You must prominently and clearly disclose your name, address, and country location to Customers before Customers are prompted to provide credentials required for Transaction. You must ensure that Customers understand that you are responsible for the Transactions. You must not act as or hold yourself out as a payment service provider, member of the Networks, payment facilitator, intermediary or aggregator, or otherwise resell the Services.
   • Unless otherwise expressly allowed by the Network Rules or required by the Applicable Law, you must not: request or use a payment card account number for any purpose other than for a Transaction; store the card verification value (and other sensitive credentials) data after card authorization; use payment card account numbers or Transaction data other than permitted under the Applicable Laws, Network Rules, Specific Service Terms and this Merchant Processing Agreement; provide cash refunds for a completed Transaction made with a payment card; accept payment card Transactions to collect or refinance existing debt or to collect a dishonored check; charge surcharges in excess of applicable surcharging limits; require from the Customer a waiver to dispute the Transaction; establish minimum or maximum amounts for payment card Transactions.
   • You must not disparage any Network, Payment Method Provider or any of their services, or submit any Transaction that harms any Network or Payment Method Provider.
   • Upon request, you must provide to Rastpay any requested documentation and information, to enable Rastpay to perform underwriting, anti-money-laundering, counter-terrorist-financing, counter-sanctions-avoidance, counter-tax-avoidance checks and any other required checks in accordance with the Applicable Laws, Payment Method Agreements and/or Network Rules. You must keep the provided information and documentation accurate and up-to-date. You must promptly update Rastpay about an event in which ownership or control structure of the Merchant is changed (“Change of Control”) including: any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; a party’s merger with one or more third parties; a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or a transaction or arrangement similar to the above-mentioned. You must promptly update Rastpay about: changes of ultimate beneficial owners of the Merchant and their controlling interest and the means used by Ultimate Beneficial Owners to control the Merchant; changes in direct or indirect ownership of shares (or voting rights) of the Merchant; changes in Merchant’s management and authorized signatories; changes regarding shareholders’ agreement, partnership agreement (if applicable); changes in Merchant corporate documents, including articles of association and/or other documents governing management of the Merchant; changes in Merchant’s legal form (e.g. a change from a sole proprietorship to a private limited company etc.); changes in Merchant’s business, including introduction of new products/services, significant altering of existing product/services, significant changes of Merchant business terms and conditions, additional target regions, industrial re-classification, significant changes to Transactions’ volumes than may be expected due to seasonality or other reasons etc.; the regulatory status of the business of the Merchant, including if it becomes subject, or no longer subject, to regulatory oversight; changes in Merchant’s contact details; changes in the Merchant’s financial standing; any investigative actions or sanctions by Regulatory Authority affecting your business; and/or any other significant changes in the Merchant’s circumstances relevant to the Merchant Processing Agreement.
   • You authorize Rastpay to obtain information about you and your business from credit reporting agencies, Payment Method Providers, Acquirers, Networks, chargeback management service providers, business intelligence providers and information bureaus, for the purposes of this Merchant Processing Agreement. You authorize and direct above-mentioned third parties to compile and provide that information to Rastpay. Upon request, you must perform other actions required to enable Rastpay to receive (or verify) information about you from the above-mentioned third parties.
   • You must fully cooperate with audits and forensic investigations initiated by the Networks or Payment Method Providers.

3. Your Representations and Warranties
   • You continuously represent, and warrant at all times until this Merchant Processing Agreement is expired or terminated, that: you have the right, power, and ability to enter into and perform under this Merchant Processing Agreement; you are a business (which may be a sole proprietor) eligible to apply for (and use) the Services in Canada; you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Merchant Processing Agreement and Applicable Laws; your employees, contractors and agents are acting consistently with this Merchant Processing Agreement; your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of the Services; you are authorized to initiate settlements to (and payments from) the payment accounts designated by you; your use of the Services and Solutions, performance of your obligations under this Merchant Processing Agreement, and conduct of your business, comply with Law and Network Rules; you comply with our instructions on use of the Solutions; you do not use the Services to conduct any category of business or business practice that exposes us to particularly high risk, as identified by Rastpay on the Merchant Portal (the “Restricted Business”) unless we have pre-approved the particular Restricted Business in writing; you do not transact with any Restricted Business, or enable any individual or entity (including you) to benefit from any Restricted Business, unless we have pre-approved the Restricted Business in writing; you are the named account holder of the payment accounts designated by you to receive for your Transactions with settlement funds, unless we have pre-approved settlements to a third party; each payment account designated by you to receive for your Transactions with settlement funds is located in a country approved by us; all information you provide to us is accurate, complete and up-to-date; you are not located in or organized under the laws of any jurisdiction or administrative region that Rastpay has deemed to be of particularly high risk, as identified in the Information Summary Box above and in the Merchant Portal (the “Restricted Jurisdictions”); you (and none of your ultimate beneficial owners, representatives or managers) is a politically exposed individual (or family member, or close associate of such person) or a person subject to national or international sanctions under the Applicable Laws (the “High-Risk Person”), unless we have pre-approved this individual in writing; you are not using Services and/or Solutions for any purpose prohibited by the Applicable Laws, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons; and you are not owned, or controlled, by individuals and entities: (i) located in or, as applicable, organized under the laws of any Restricted Jurisdictions; or (ii) any of whom or which is a High-Risk Person.
   • Your representations and warranties apply generally to your performance under this Merchant Processing Agreement.

4. Processing
   • You must not proceed with a Transaction if (i) you know or should have known that the Transaction was fraudulent, not authorized by the Customer, or sale of your product (or provision of your service) is illegal in your or your Customer’s jurisdiction; (ii) you receive a response declining to authorize the Transaction; or (iii) the Customer’s ability to use a Payment Method has expired or is no longer valid. You must not split payment for a single transaction into multiple Transactions except as expressly permitted under the Network Rules, Payment Method Agreement or the Merchant Processing Agreement. You must not submit any Transaction that duplicates a Transaction that: is already subject to an instruction of a Customer initiates to reverse or invalidate a processed Transaction (“Dispute”), including “chargebacks” and “disputes” as those terms are used in Network Rules; or was previously a subject to a Dispute and subsequently resolved in your favor.
   • Rastpay may refuse to process, or condition or suspend any Transaction that (in sole discretion of Rastpay): may violate this Merchant Processing Agreement or other agreement you have with Rastpay (if any); is unauthorized, fraudulent or illegal; or exposes, or is likely to expose, Rastpay, Payment Method Provider, Network, you and/or others to unacceptable risk.
   • You may only submit Transactions that Customers authorize, and only after the applicable goods have been shipped or services provided to the Customer; except, you may submit a Transaction before goods have been shipped or services have been provided to the Customer where the Customer has authorized a Transaction for a partial or full prepayment for goods or services to be provided at a future time, or you have obtained the Customer’s consent.
   • Rastpay may share information about you with Payment Method Providers and Acquirers as Rastpay believes necessary to: verify your eligibility to use the Services, Payment Methods and Networks, enable and maintain possibility to process your Transactions via Payment Methods and Networks, monitor Transactions and other activity, and conduct risk management and compliance reviews. Rastpay may also share your data, with Payment Method Providers, Networks and Acquirers, and they may use and share this data, for the purpose of assessing your (and Rastpay’s, Acquirers’ and Payment Method Providers’) compliance with the Applicable Laws, Network Rules and/or Payment Method Agreements. You waive your right to bring any claim against Rastpay in relation with sharing of your information with Payment Method Providers, Networks and Acquirers. Rastpay may at any time review your information to verify that you are eligible to use the Services.
   • If you use the Services for certain Transactions where the Customer is not present, or to store a Customer’s Payment Method for future use, you may be required by the Applicable Laws and Payment Method Rules to obtain the Customer’s authorization (also known as a mandate or agreement for the provision of products or services) and make disclosures to the Customer required under the Applicable Laws and Network Rules. You must retain (and provide to Rastpay, the Payment Method Provider or the Network upon request) records demonstrating that you have: provided all required disclosures to the Customer; obtained any required Customer authorizations; made a reasonable determination on eligibility of each Transaction submitted without presence of the Customer.
   • You acknowledge and a agree that merchant category codes, merchant identifiers, merchant descriptors and other technical descriptors are subject to dynamic assessment of the information available about the Merchant and the risk profile of the Merchant and must be continuously adjusted by Rastpay under the Network Rules in order to ensure better match of these details and available Solutions with the risk profile of the Merchant and requirements of the then-current Network Rules.
   • If you elect to store or hold Transaction data, you must maintain a system that complies with the Security Standards and upon request, you must provide to Rastpay evidence of your compliance. If you do not comply with the Security Standards, or if Rastpay or any Payment Method Provider or any Acquirer is unable to verify your compliance with the Security Standards, then Rastpay may suspend your access to the Services or terminate this Merchant Processing Agreement, in whole or in part. If you intend to use a third-party service provider to store or transmit Transaction data then you must not share any Transaction data with the service provider until you verify that the third party holds appropriate certifications under the Security Standards, and must notify Rastpay of your intention to share Transaction data with the service provider. Further, you agree to never store or hold any “Sensitive Authentication Data”, as defined by the Security Standards, at any time.
   • If you have not submitted any Transaction to us for more than 90 consecutive days, then we may suspend your access to the Services and/or terminate the Merchant Processing Agreement.

5. Privacy and Data Use
   • Each party will make available a privacy policy that complies with the Applicable Laws and explains how and for what purposes that party collects, uses, retains, discloses and safeguards the personal data provided to that party.
   • When you provide personal data to us, or authorize us to process personal data: you must provide all necessary notices to, and obtain all necessary rights and consents from, the customers and other relevant data subjects sufficient to enable us to lawfully collect, use, retain and disclose the personal data as necessary to provide you with Services, comply with the requirements of the Applicable Laws and protect our legitimate interests.
   • On or about the date of this Merchant Processing Agreement we will conclude with you the data processing agreement that applies to processing of personal data related to this Merchant Processing Agreement.
   • We are not required to retain data after the expiry or termination of this Merchant Processing Agreement, except as (a) required by the Applicable Laws; (b) required to perform any post-termination obligations; (c) this Merchant Processing Agreement otherwise states; or (d) the parties otherwise agree in writing.
   • Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.
   • We will make reasonable efforts to provide the Services in a manner consistent with Security Standards applicable to us.
   • We will provide you ability to view information about your use of the Services, communicate with us and manage various aspects of the Services via interactive user interface on our website merchant.rastpay.com (the “Merchant Portal”). Your access to the Merchant Portal is managed via: one-time verification code sent to your email and Google Authenticator on your device - a software-based authenticator by Google that implements multi-factor authentication services using the time-based one-time password (TOTP; specified in RFC 6238) and HMAC-based one-time password (HOTP; specified in RFC 4226), for authenticating users of software applications. We may implement additional measures to protect access to the Merchant Portal and provide you with additional Security Credentials at any time.
   • You must ensure that verification codes and any other credentials provided by us to access Merchant Portal and the Services (“Security Credentials”) are not used or modified by anyone other than you and your representatives. If your Security Credentials are compromised, you must promptly notify us and cooperate with us, including by providing information requested by us and implementing mitigation measures requested by us. You must notify us immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Transaction data, personal data or Security Credentials on your systems. We will have a reasonable time within which to act on any such notice.
   • It will be your responsibility to ensure that all Security Credentials, remain secure and confidential; and, in that regard, you will be responsible for establishing and maintaining your own procedures to safeguard and protect the security and confidentiality of all Security Credentials, which must include prohibitions on sharing or loaning of Security Credentials. If we require Authenticating Information, you will notify us at the Contact Center if you believe any Authenticating Information has been learned or used by an unauthorized person, and you will follow up with a same- day written confirmation of your telephone call to us. We may change such Security Credentials without prior notice to you or block access to the Merchant Portal and the Services without prior notice to you until we are satisfied that security over access to (and use of) the Merchant Portal and the Services has been assured. You will cooperate with us in the investigation and prosecution of any person who has obtained or used any Security Credentials without your approval. Except as otherwise specifically provided herein or under Applicable Laws: (i) you assume all risks, losses and Liabilities associated with the loss, theft, disclosure or unauthorized use of any one or more elements of Security Credentials, and (ii) you will assume all risk for and accept full responsibility for statements made and acts or omissions that occur while any one or more elements of Security Credentials are being used.
   • If we believe that a compromise of data has occurred on your systems, website, or app, we may require you to permit a third-party auditor approved by us to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits.

6. Use Rights
   • Subject to the terms of this Merchant Processing Agreement, as long as you are allowed to use the Services, we grant you worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license to access and use application programming interfaces, user interfaces and other resources and documentation (“Solutions”) made available to you as a part of the Services, as long as your access and use of the solution is: solely as necessary to use the Services; solely for your business purposes; and in compliance with the Merchant Processing Agreement, Network Rules and Applicable Laws.
   • Subject to the terms of this Merchant Processing Agreement and our instructions, as long as you are allowed to use the Services, we grant you worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use our logo and corporate name solely to identify us as your service provider.
   • You grant to us a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit your Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Services.
   • Any joint development between the parties of intellectual property will require and be subject to a separate agreement between the parties. Nothing in this Merchant Processing Agreement assigns or transfers ownership of any IP Rights to the other party or contemplates a joint development of intellectual property. You acknowledge and agree that: Rastpay, Networks, Payment Method Providers retain all IP Rights in their Marks; you must not contest any Payment Method Provider’s IP Rights in their Marks; may only use Rastpay’s, Networks’, Payment Method Providers’ Marks in a manner consistent with the applicable Network Rules, Payment Method Agreement, and you must promptly comply with all instructions from Rastpay regarding use or presentation of Rastpay’s, Networks’, Payment Method Providers’ Marks.

7. Settlements
   • You agree to pay all Fees as specified on the account information page accessed through or website (“Fees”), unless otherwise expressly agreed in written in the Annex II (Individual commercial terms) to the Merchant Processing Agreement, which may also contain individually agreed terms and restrictions applicable to use of the Services. Rastpay may revise the Fees at any time. When required by the Applicable Laws, you will receive at least 30 days’ notice prior to the effective date of changes in the Fees and a reminder of your rights under the Applicable Laws. Except as otherwise expressly provided by us, the Fees exclude all taxes. If we are required by the Applicable Laws to collect or withhold any Taxes, then we may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. You acknowledge and agree that we may disclose to tax authorities and other Regulatory Authorities information related to your use of the Services, when required under the Applicable Laws. You are responsible for all liabilities (the “Liabilities”), including all negative amounts resulting from Transactions, Disputes, Refunds, and reversals of the funds for a Transaction (“Reversals”); assessments, penalties, fines, and fees imposed by Networks, Regulatory Authorities or Payment Method providers arising out of or relating to your use of the Services. As an exception, you are not responsible for Liabilities to the extent that particular Liabilities result solely from our gross negligence or willful misconduct.
   • You must pay, or ensure that we are able to collect, Fees, Taxes, Liabilities and other amounts you owe under this Merchant Processing Agreement when due. You agree, authorize and direct us to deduct, recoup or setoff Fees and other amounts you owe under this Merchant Processing Agreement, or under any other agreements you have with Rastpay, or invoice you for those amounts. If the currency of the amount being deducted is different from the currency of the amount you owe, we may deduct, recoup or set off an amount equal to the amount owed (using our conversion rate) together with any fees we incur in making the conversion.
   • You must designate at least one payment account for use in connection with the Services. We may reject your instructions on designation of the payment account for settlement of funds that we receive for your Transactions, if: the payment account is located in one of the Prohibited Countries; this payment account belongs to a third party and settlements to that third party expose us to unacceptable risk; and/or settlements to the payment account designated by you expose us to increased costs and charges.
   • You acknowledge and agree that all settlement funds for your Transactions are provisional only and subject to adjustment or revocation by us until such time that the Transaction is final and no longer subject to Chargebacks, Reversals, Returns and Liabilities.
   • On no less than a monthly basis we shall make available to you via the Merchant Portal or e-mail a statement on your use of the Services (the “Merchant Statement”) containing information required under the Applicable Laws and Network Rules. All information appearing on the Merchant 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 Merchant Statement became available to you.
   • We provide you possibility to have funds settled to your payment account in a currency different from the one in which you accepted payment from a Customer and supported on the list of available settlement currencies stated in the Merchant Processing Agreement. Rastpay will identify the conversion rate that will apply to each Transaction at the time of settlement to your payment account. In the event of a Refund, the conversion rate that will be used to calculate the Refund will be the rate in effect at the time of the Refund.
   • You authorize and direct Rastpay, Payment Method Providers and Acquirers to receive and settle, as applicable, settlement funds owed to you through your use of the Services.
   • We will combine all settlement funds that we receive for your Transactions with settlement funds of other users in one or more designated safeguarding accounts maintained in compliance with the Applicable Laws (“Safeguarding Accounts”). We will safeguard your settlement funds under the requirements of the Applicable Laws. Once the settlement funds are credited to a Safeguarding Account, the relevant Customer has no further obligation to make payments to you with respect to that Transaction. If Rastpay does not settle funds due to you under this Merchant Processing Agreement, you will have recourse only against Rastpay and not the relevant Customer. Rastpay will promptly update your balance to reflect processed Transactions. If Rastpay, Payment Method Provider or Acquirer provides a receipt for a Transaction to the applicable Customer, that receipt is binding on you. Unless otherwise expressly required by the Applicable Law, you have no rights to any Safeguarding Account, any funds held in any Safeguarding Account, or earnings generated by funds held in any Safeguarding Account, and are not entitled to draw funds from any Safeguarding Account. Settlement funds that we received for your Transactions are not a deposit and requirements of the laws regulating deposits are not applicable to these funds.
   • Rastpay will transfer settlement funds for Transactions, net of Fees, Disputes, Refunds, Reversals, Liabilities and other amounts owed to Rastpay, to the applicable your payment account within the time period stated in agreed schedule of settlements, unless: (a) Rastpay exercises a right under this Merchant Processing Agreement to withhold or delay the settlement; or (b)a delay ouccurs caused by (i) instructions issued by a Regulatory Authority (ii) the unavailability of a Network, Acquirer, Payment Method Provider, telecommunications provider or internet service provider; (iii) incorrect information, such as a payment account number, provided to Rastpay; (iv) your equipment, software, or other technology; (v) a delay or failure of a Network, Acquirer, Payment Method Provider to settle a Transaction to Rastpay, including as a result of a default, insolvency, or bankruptcy; or (vi) an event beyond the control of Rastpay (the “Force Majeure Event”).
   • Rastpay is not responsible for any delays, fees, withholdings and deductions imposed by the payment service provider that holds your payment account or the account of a third party recipient. Except as otherwise expressly agreed with us, you must not grant (or assign) to any third party any lien or interest in funds held by us that may be owed to you under the Merchant Processing Agreement.
   • You are responsible for reviewing your Transaction history for accuracy and completeness and reconciling your Transaction history with the history of transfers from Rastpay. If you find an error when you reconcile your Transaction history, Rastpay will reasonably cooperate with you to investigate and help correct that error as long as you notify Rastpay of the error within 60 days after the date of Transaction.
   • Notwithstanding anything to the contrary in this Merchant Processing Agreement, you are liable to Rastpay for the full amount of all Disputes (unless and until a Dispute is resolved to final disposition in your favor according to applicable Network Rules), Refunds and Reversals regardless of the reason or timing. Rastpay may delay or withhold funds owed to you through your use of the Services if Rastpay reasonably believes that a Dispute is likely to occur in respect of your Transaction. Rastpay may refuse to act upon a Refund instruction, or delay executing the instruction, if it would cause Liabilities, or if Rastpay believes that there is a risk you will not meet your liabilities under the Merchant Processing Agreement. Without limiting other rights under the Merchant Processing Agreement, Rastpay may initiate a Reversal if: the Payment Method Provider invalidates the Transaction; you receive funds in error for any reason; you were not authorized to accept the Transaction; you receive funds related to activities that violate this Merchant Processing Agreement, Applicable Laws, Specific Services Terms or Network Rules; or a Payment Method Provider or Acquirer requires Rastpay to do so under the applicable Payment Method Agreement, Applicable Laws, Specific Services Terms or Network Rules.
   • When required under the Applicable Laws, we will attempt to notify you that you have not designated an appropriate payment account for settlement of funds that we receive for your Transactions. If you have not designated at least one appropriate payment account for settlement of funds that we receive for your Transactions: for more than one month, then we may charge you an overholding fee of CAD 500 per month. If you have not designated at least one appropriate payment account for settlement of funds that we receive for your Transactions: for more than six months, then we may deem the funds abandoned by you and dispose them under the Applicable Laws.
   • If an Insolvency Event occurs in relation to you, you acknowledge and agree that we are your creditor (and/or contingent creditor), whether or not any amounts of Fees and other liabilities are actually due and payable at the time of the Insolvency Event. You agree to perform all necessary activities to register us as a creditor in respect of all amounts due and payable (and/or may become due and payable) to us.

8. Security Interest, Collateral, Rolling Reserve
   • If Rastpay reasonably determines that there are indications of one (or more) of the following circumstances (each – the “Material Adverse Event”): (a) Rastpay may incur losses resulting from credit, fraud, criminal activity or other risks associated with the Merchant; (b) the Merchant has incurred or is likely to incur excessive Disputes, Refunds or Reversals; (c) the Merchant has submitted one or more Transactions for goods or services not immediately deliverable to the Customer without first obtaining a consent from Rastpay; (d) the Merchant has outstanding or anticipated Liabilities; (e) the Merchant has experienced or is likely to experience a material change in the average time between the initial charge and fulfillment of Customer orders; (f) the Merchant is or is likely to become the subject of an insolvency; (g) the Merchant has experienced or is likely to experience a material deterioration of its business or financial condition; (h) the Merchant has breached or is likely to breach (or has caused or is likely to cause Rastpay to breach) this Merchant Processing Agreement, Network Rules or the Applicable Laws; (i) the Merchant has experienced or is likely to experience a Change of Control; (j) the Merchant has, either itself or by way of its employees, agents, directors or contractors, initiated Transactions or undertaken any other action that is or is likely to be fraudulent, suspicious or involve criminal activity; (k) the Merchant has changed its business model exposing Rastpay to increased risk; (l) the Merchant Rastpay has received an order of the Regulatory Authority to terminate the Merchant Processing Agreement; or (m) the Merchant has acted in a manner or engaged in business, trading practice or other activity that presents an unacceptable risk; then Rastpay may exercise the following remedies: (i) initiate Reversals; (ii) change the delay or cancel the payout of funds that Rastpay receives for Transactions; (iii) establish, increase, fund and use a Reserve; (iv) suspend or terminate your ability to accept or process Transactions; (v) refuse to process your Transactions and/or act upon Refund instructions; and/or (vi) setoff or recoup all liability that you owe to Rastpay under this Merchant Processing Agreement or another agreement, against any amounts that a Rastpay owes to you whether the liability is matured, unmatured, liquidated or unliquidated.
   • To secure the payment and performance of your obligations to Rastpay under this Merchant Processing Agreement, you grant Rastpay a lien on and security interest in your interest, if any, in (a) all funds owed to you for Transactions (including funds owed to you for future Transactions and all funds that Rastpay, Payment Method Providers and Acquirers hold on your behalf); (b) all rights to receive credits and payments under this Merchant Processing Agreement; and (c) any Reserve. You must execute all documents and provide all authorizations that Rastpay reasonably requests for the purpose of creating, perfecting (including filing relevant documents), maintaining and enforcing this lien and security interest, even if the request is made after Liabilities are identified by Rastpay.
   • Rastpay may require that you provide a guarantee (including a personal, parent or bank guarantee) or letter of credit in a form and substance that satisfies Rastpay. In this event, Rastpay will inform you of the amount of and the reasons for the requirement. If you are unable to satisfy the requirement when Rastpay requires you to do so, Rastpay may suspend or terminate your access to the Services.

9. Term and Termination
   • The initial term of this Merchant Processing Agreement shall be three years. Thereafter, this Merchant Processing Agreement shall be automatically renewed for successive one-year periods, unless terminated by either party by notifying the other party in writing at least 45 days prior to renewal.
   • Each party may terminate the Merchant Processing Agreement for convenience by upon two months' written notice to the other party.
   • Each party may terminate the Merchant Processing Agreement immediately upon notice to the other party if the other party materially breaches this Merchant Processing Agreement, and if capable of cure, does not cure the breach within 30 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.
   • You may terminate the Merchant Processing Agreement, where the Code of Conduct for the Payment Card Industry in Canada (or other Applicable Laws) expressly allows you to terminate/cancel the Merchant Processing Agreement, including a period of 70 days after: the effective date of an increase/introduction of any fee made unilaterally by us (and not accepted by you), except if changes are made in accordance of pre-determined schedule; the effective date of a reduction in applicable interchange rates that is not fully passed to you; or the date of issue of the statement that includes fees not appropriately notified to you.
   • We in our reasonable discretion may immediately terminate or suspend the Merchant Processing Agreement or providing any Services to you, if: we discover indications of your violation of any Applicable Laws, Network Rules, Security Standards, Specific Service Terms, and/or Payment Method Agreement; a Regulatory Authority, Network or an Acquirer requires or directs us to do so; you do not update in a timely manner your implementation of the Services to the latest production version we recommend or require; you do not respond in a timely manner to our request for information (or do not provide us adequate time to verify and process updated your information and documentation); you breach this Merchant Processing Agreement, Payment Method Agreement or any other agreement related to the Services; you enter an Insolvency Event; we discover indications that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to us; or we discover indications that your use of the Services (i) is or may be harmful to us or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of chargebacks, reversals, refunds or fraud; (iv) degrades, or may degrade, the security, privacy, stability or reliability of the Services or any third party’s system; (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.
   • Termination and/or expiry of the Term of the Merchant Processing Agreement shall not affect any provision of the Merchant Processing Agreement which: by their nature is intended to survive termination; (to the extent necessary to keep valid and effective obligations of the party for acts and omissions occurred prior to termination) allocates risks, or limits liability; and/or relates to obligations incurred or existing under the Merchant Processing Agreement prior to termination.

10. Liability and Indemnity
    • You will defend Rastpay, Networks, Acquirers and Payment Method Providers against any claim made against any of Rastpay, Networks, Acquirers and Payment Method Providers to the extent arising out of or relating to: your breach of any of your representations, warranties or obligations under this Merchant Processing Agreement; your use of the Services; an allegation that any intellectual property provided by you to Rastpay, infringes on or misappropriates the rights of the third party; liabilities incurred in relation with your use of the Services; and/or your negligence, willful misconduct or fraud.
    • As between the parties, you are responsible for all losses, damages, and costs that we incur (and the limitations on liability in under the Merchant Processing Agreement do not apply): due to fraudulent Transactions; and (b) in relation with any audit or forensic investigation or relating to your use of the Services.
    • We provide the Services and Solutions “AS IS” and “AS AVAILABLE”. Except as expressly stated otherwise in this Merchant Processing Agreement, and to the maximum extent permitted by Law, we do not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Merchant Processing Agreement, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. We are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your data, or your failure to use or implement anti-fraud or data security measures. Further, we are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to: your access to, or use of, the Services in a way that is inconsistent with this Merchant Processing Agreement; unauthorized access to servers or infrastructure, or to our data; Services’ interruptions or stoppages; bugs, viruses, or other harmful code that may be transmitted to or through the Service; errors, inaccuracies, omissions or losses in or to any data; losses incurred by you in relation with our response or compliance with a legitimate writ of attachment, lien, levy, subpoena, warrant, or other legal order; to the extent caused by a Force Majeure Event; or your or another party's defamatory, offensive, fraudulent, or illegal conduct.
    • To the maximum extent permitted by Law, the we will not be liable to you in relation to this Merchant Processing Agreement or the Services, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or we have been advised of their possibility.
    • To the maximum extent permitted by Law, we will not be liable to you or your Affiliates in relation to this Merchant Processing Agreement or the Services, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of: the total amount of Fees you paid to us (excluding all pass-through fees) during the 3-month period immediately preceding the event giving rise to the liability; and CAD 5000.
    • You are liable for all costs Rastpay incurs during collection of any amounts you owe under this Merchant Processing Agreement and enforcement of any of your obligations to Rastpay, in addition to the amounts you owe. Collection and enforcement costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.
    • We are not liable for inability to perform any of our obligations hereunder when such inability arises from Force Majeure Event including (a) a strike or other labor dispute or labor shortage, stoppage or slowdown; (b) supply chain disruption; (c) embargo or blockade; (d) telecommunication breakdown, power outage or shortage; (e) inadequate transportation service or inability or delay in obtaining adequate supplies; (f) weather, earthquake, fire, flood, natural disaster or act of God; (g) riot, civil disorder, war, invasion, hostility (whether war is declared or not) or terrorism threat or act; (h) civil or government calamity; (i) epidemic, pandemic, state, national or international health crisis; and (j) act of a Regulatory Authority.

11. General Provisions
    • The laws of the Province of British Columbia in Canada will govern this Merchant Processing Agreement, without giving effect to its conflict of law principles. The Parties hereby agree that any and all disputes and claims whatever the cause, based on whatever law, rule or regulation, and however characterized (whether in law or for injunctive or other applicable relief) whether existing now, in the past or in the future, as to which the Parties or any of their subsidiaries, successors, or affiliates may be adversarial Parties, and whether arising out of this Agreement, related to this Agreement or from any other cause or action, will be resolved by the application of Canadian law in appropriate courts of British Columbia in Canada. Nothing in this clause limits rights of Rastpay to bring proceedings, including third-party proceedings, against the Merchant in any other court of competent jurisdiction, and the bringing or continuing of proceedings in any one or more jurisdictions shall not preclude the bringing of proceedings in any other jurisdiction, whether concurrently or not, if (and to the extent) permitted by the applicable law.
    • The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) we may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
    • To the extent Law permits, any dispute arising out of or relating to this Merchant Processing Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action.
    • If for any reason a claim or dispute proceeds in court, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Merchant Processing Agreement or any of the transactions contemplated between the parties.
    • By accepting this Merchant Processing Agreement, you consent that you have required this Merchant Processing Agreement and all related communications to be make in English language. A party may send you communications by physical mail or delivery service to the postal address listed in the Merchant Processing Agreement, unless otherwise appropriately instructed in advance. A communication is deemed received by you on the earliest of (i) when posted to our website; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.
    • Each party may respond and comply with any legitimate writ of attachment, lien, levy, subpoena, warrant, or other legal order.
    • No provision of this Merchant Processing Agreement will be construed against any party on the basis of that party being the drafter. Words in the neuter mean and include correlative words of the feminine and masculine genders and words importing the singular numbered meaning include the plural number, and vice versa. References to “person” include any individual, corporation, partnership, limited liability company, trust, joint stock company, business trust, unincorporated association joint venture, or other entity of any nature whatsoever. References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively. Except where expressly stated otherwise, this Merchant Processing Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. All references in this Merchant Processing Agreement to any terms, documents, Law, Security Standards or Network Rules are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced. The section headings of this Merchant Processing Agreement are for convenience only, and have no interpretive value. Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion. References to “business days” means weekdays on which banks are generally open for business in Canada. Unless specified as business days, all references in this Merchant Processing Agreement to days, months or years mean calendar days, calendar months or calendar years. Unless expressly stated to the contrary, when a party makes a decision or determination under this Merchant Processing Agreement, that party has the right to use its sole discretion in making that decision or determination. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Merchant Processing Agreement.
    • To be effective, a waiver must be in writing signed by the waiving party. The failure of either party to enforce any provision of this Merchant Processing Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
    • You must not use or otherwise export, re-export or transfer the Services and Solutions except as authorized by Applicable Law, including by providing access to Solutions to any individual or entity ordinarily resident in a Restricted Jurisdictions, or to any High-Risk Person.
    • We will acknowledge receipt of your complaints related to your use of the services within five business days of receipt. We will either resolve the complaint within 20 business days of receipt of your compliant, or provide you information as to why it has not been resolved within that period. If your complaint has not been resolved after following this process, you may contact the Financial Consumer Agency of Canada.
    • Each party of the Merchant Processing Agreement is an independent contractor. Nothing in this Merchant Processing Agreement serves to establish a partnership, joint venture, or general agency relationship between you and us, or with any Payment Method Provider, Acquirer or Network.
    • If any court or Regulatory Authority determines a provision of this Merchant Processing Agreement is unenforceable, the parties intend that this Merchant Processing Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
    • The rights and remedies of the parties under this Merchant Processing Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Merchant Processing Agreement, along with all other rights and remedies available to it at law, in equity. Any material breach by you could cause us irreparable harm for which we have no adequate remedies at law and entitled to seek specific performance or injunctive relief for the breach.
    • This Merchant Processing Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.
    • Except as expressly defined otherwise under this Merchant Processing Agreement, the Applicable Laws and/or Network rules, the provisions of the Merchant Processing Agreement are intended for the benefit of, and are enforceable solely by, the parties hereto. Except as expressly defined otherwise under this Merchant Processing Agreement, the Applicable Laws and/or Network rules, nothing in the Merchant Processing Agreement shall be construed as giving any other person any right, remedy or claim under or in respect of the Merchant Processing Agreement or any provision hereof.
    • Each Party acknowledges that it has relied on its own judgement in entering into this Merchant Processing Agreement. Each party acknowledges that it has been provided an opportunity to seek consultation with legal and other professionals to determine the suitability of the Merchant Processing Agreement before executing it. Each party acknowledges that all terms and conditions contained in the Agreement are the result of informed negotiations between the parties. No negative inference or interpretation shall be made against the party that drafted this Merchant Processing Agreement.
    • Except as required by the Applicable Laws and/or the Rules, neither party shall give notice to third parties or otherwise make any public statement or releases concerning this Merchant Processing Agreement, or the transaction contemplated hereby, except if the form and content of this public statement or public release is approved in advance by the parties, which approval must not be unreasonably withheld or delayed.
    • This Merchant Processing Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement. The parties acknowledge that delivery of executed counterparts of this Merchant Processing Agreement may be affected by email and such a signed Merchant Processing Agreement received by email will constitute a signed original.