Merchant services / P.O.S

GENERAL TERMS AND CONDITIONS: Debittech POS Inc . (herein referred to as “DEBITTECH”) is in the
business of distributing, selling, renting, and installing virtual and physical point of sale mechanisms,
applications, software, and devices (collectively herein referred to as “POS”) and providing the repair,
maintenance, connectivity, management, payment processing, and settlement transfer for the
processing of digital cash and related products processed via POS, and the selling of advertising space on
or about the POS (herein referred to as “Services”), and for these Services DEBITTECH will debit, collect,
and charge Service Fees per transaction or otherwise, monthly, yearly, and/or arbitrarily (collectively
herein referred to as “Fees”). The merchant, personal guarantor and the principals in the business
identified in this Agreement (collectively, herein the “Merchant”) will purchase and provide site space
for a POS provided by DEBITTECH , and provide the POS to facilitate the purchase of goods and services
to Merchant’s consumers (herein referred to as “Customers”) and will exclusively use the Services,
meaning that no other type of product or service same or similar to the Services will be on-site, either
directly or indirectly. The Merchant certifies that the particulars, statements, documentations, and any
other information relied on for this Agreement is truthful, accurate and complete and understands
failure to comply may result in civil and or criminal proceedings. Merchant signature on this Agreement
authorizes DEBITTECH to perform a credit check or any other type of checks required by the card
brands deemed necessary of Merchant. In consideration of the agreements set-out on this Agreement
and for other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto covenant and agree as follows:

1. MERCHANT OBLIGATIONS AND REPRESENTATIONS:

1.01 By signing below the Merchant and its representative(s) represent and warrant to
DEBITTECH that (i) all information provided in this Agreement is true and complete and
properly reflects the business, financial condition and principal partners, owners or officers of
Merchant; and (ii) the persons signing this Agreement are duly authorized to bind Merchant to
all provisions of this Agreement.
1.02 Merchant agrees to allow DEBITTECH exclusivity to place mutually agreed upon signage
and/or advertising on or around the POS, including any signage required by the card brands
including the Interac Association, VISA, MasterCard or other credit card companies.
1.03 Merchant agrees to provide daily monitoring and servicing of the POS including, but not
limited to: a) operation; b) cleanliness; c) service and repair notification; d) front-line service for
simple maintenance matters, including but not limited to receipt paper jams. Merchant agrees
to provide an independent power supply, and dedicated phone line.
1.04 Merchant is responsible for its own taxes of any nature or kind. Merchant shall separately
pay to DEBITTECH all taxes (including HST) which DEBITTECH is required to charge and collect
from the Merchant and remit to applicable tax authorities. Merchant expressly indemnifies
DEBITTECH for any tax liability whatsoever pertaining to the Services and POS.
1.05 Merchant agrees to abide by the card brands rules and regulations including those of the
Interac Association cardholder terms and conditions, VISA, MasterCard or other credit card
companies.
1.06 Merchant agrees that DEBITTECH cannot guarantee the Services to the extent that
approval is solely based on the Merchant own credit and business type. Where any Services
contemplated in this Agreement is declined due to (but not limited to) credit history, business
type, fraud, misrepresentations, and or errors and omissions, Merchant agrees to honour all
approved Services provided by DEBITTECH as stated herein.
1.07 Merchant agrees that fraudulent activity performed using the POS will result in as much
funds as required to be withheld from the Merchant settlement funds. All fraudulent activity will
be reported to the local Police department.
1.08 Merchant agrees to pay an administration fee of $50 per item for account changes, credit
card changes and additions and all other general administrative adjustments. Such fees are
subject to change without notice.
1.09 Merchant agrees that they are solely responsible to notify DEBITTECH of any changes
(including, but not limited to structural, ownership, bank, name and address) in writing 40 days
prior to any changes made. Merchant acknowledges that they are required to update all
information pertaining to their account and acknowledge that all information is true, accurate
and complete in all respects. Merchant acknowledges that DEBITTECH will not be held liable for
any lost profits, delays and/or errors, resulting from Merchant failure to notify Debittech to
update their information.
1.10 Merchant agrees to pay all Fees to DEBITTECH at the rates identified in this Agreement,
and any other supplier agreements or schedules signed in relation to this Agreement or any
subsequent rate changes as of the date of this agreement.
1.11 Merchant agrees to pay a Fee of .05c for each admin transaction, .05c for each incomplete
or declined transactions, the minimum monthly processing fee will be $15. In the event that
Merchant processing fee does not exceed $15for the month, the difference between the actual
fee and the minimum processing fee will be charged. Merchant agrees to pay a servicing fee of
$12.95 per month for merchant owned equipment and a technology fee of $3.95 per month.
each month from the commencement of this agreement.
1.12 Merchant agrees to allow DEBITTECH to close batches otherwise known as admin fee,
automatically for each POS and Services daily.
1.13 Merchant agrees to allow DEBITTECH to withdraw monthly via pre-authorized withdrawal
the portion of the user Fees allotted to DEBITTECH from Merchant’s account on file, and the
MERCHANT HEREBY AGREES THAT ALL SUCH DEBITS ARE PRE-AUTHORIZED FOR BUSINESS
PURPOSES AS DEFINED BY THE CANADIAN PAYMENTS ASSOCIATION RULES (SECTION H1), AND
AGREES TO WAIVE THE RIGHT TO RECEIVE ADVANCED NOTIFICATION FROM DEBITTECH FOR
ALL PRE-AUTHORIZED BUSINESS DEBITS.
1.14 Merchant agrees to notify DEBITTECH of any settlement fund discrepancies within 7 days
of the date of the disputed transaction. Merchant shall assume all responsibility for any
disputed funds.
1.15 Merchant agrees to pay all Fees that are charged for Services provided by third party
providers with whom Merchant has entered into an agreement within connection with this
Agreement.
1.16 Merchant agrees to pay DEBITTECH for Services and POS provided by DEBITTECH or its
designated service providers, in advance, calculated from the date any equipment is shipped.
1.17 Merchant acknowledges that any lease of the POS is third party to DEBITTECH and that the
obligations of such lease are solely between the Merchant and the leasing company. Merchant
acknowledges that the term for any such lease (either written or verbally indicated in this
Agreement or on any other application/form signed in connection with this agreement) does
not represent or substitute the Initial Term or Renewal Term of this Agreement.
1.18 In the event of unauthorized use and abuse of POS and Services and or thirty (30)
consecutive days of inactivity, Merchant agrees that DEBITTECH , at its sole discretion, may
deactivate a SIM card for wireless service. Merchant agrees that a reactivation fee of $55 will be
applied to Merchant account.
1.19 Merchant hereby acknowledges that any SIM card provided by DEBITTECH for use to
access the wireless network is provided for business transaction connectivity only.
1.20 Merchant agrees to pay a $50 charge per NSF cheque or any failed attempt to withdraw
payment via pre-authorized withdrawal.
1.21 Merchant agrees to pay a $500 fee in the event of 1 month of POS and Services inactivity.
1.22 Merchant agrees to pay interest in the amount of 19.8% per annum for any outstanding
payments or moneys owed to DEBITTECH . Interest is calculated from the date the funds
become due.
1.23 Merchant acknowledges that it’s solely responsible for any charge-backs, and agrees to pay
for any fines, card brand levies and losses of any nature.
1.24 Merchant agrees that DEBITTECH liability is limited to $100 per claim brought against
DEBITTECH by Merchant for any and all reason. Merchant agrees to release, remise and forever
discharge DEBITTECH from any and all costs and claims brought by Merchant in relation to this
Agreement including but not limited to lack of performance on DEBITTECH , lost profits, wages,
materials, equipment and any and all consequential or direct damages suffered by the
Merchant.
1.25 Merchant agrees that, as continuing security for the performance of all of the obligations of
Merchant hereunder, Merchant hereby irrevocably grants to DEBITTECH a continuing, specific
and fixed security interest in all of the Merchant property, assets, rights and undertakings of
every nature and kind now or at any time and from time to time, wherever situate, including,
without limiting the generality of the foregoing, all accounts receivable, inventory, equipment,
intangibles, proceeds and leasehold interests. DEBITTECH shall be authorized to file one (1) or
more security filings in any applicable jurisdiction in relation to the foregoing grant of security
interest by Merchant to DEBITTECH hereunder.
1.26 Merchant shall be fully responsible and liable for failure to act on any actions brought
about by Merchant Customers, Merchant agents, and any other person or entity for whom it is
directly or indirectly responsible for under any applicable rules, regulations or laws, as if all such
acts and failures to act were acts or failures to act on Merchant part. Without limiting the
generality of the foregoing, Merchant shall be fully responsible for and liable for, Customers, all
Services acquired by Merchant and any fraudulent or illegal activity in relation to such Services
or otherwise arising from any POS from which Merchant acquires Services. If any Services
acquired by Merchant is dishonoured for any reason whatsoever, then Merchant shall defend,
indemnify and hold DEBITTECH harmless from and against any and all losses arising from such
Services, and DEBITTECH is hereby authorized to debit all such amounts from the Merchant
bank account.
1.27 In the event of non-payment for any moneys due under this Agreement, DEBITTECH may
debit any current credit card on file and or withdraw via pre-authorized payment the
outstanding moneys from Merchant settlement funds without prior notice to the Merchant.
Merchant agrees to pay any and all legal fees associated with a claim brought against the
Merchant by Debittech for breach of this Agreement. DEBITTECH shall have the right of offset
against any funds credited to or owing from DEBITTECH to Merchant for any obligation of
Merchant to DEBITTECH , including, without limitation, obligations of Merchant under this
Agreement and any other agreement with DEBITTECH and other 3rd party agreements
introduced to Merchant by DEBITTECH . This right of offset may be exercised by DEBITTECH at
any time and without notice to Merchant whether or not the obligations of Merchant to
DEBITTECH are then due. Merchant further agrees such recourse shall not be limited to
withholding funds or debiting the Merchant’s bank account but at DEBITTECH sole discretion,
DEBITTECH may receive from any third party processor or other vendor of DEBITTECH any
funds, including, but not limited to, reserve and settlement funds that such entity is holding on
behalf of Merchant.

2. DEBITTECH OBLIGATIONS AND RIGHTS:

2.01 DEBITTECH agrees to provide sales connectivity for Merchant transactions and warranty and repair
Services for the POS during the Initial Term and any Renewal Term of this Agreement for the agreed
upon Fees, either one time or monthly. Said Fees may be debited by DEBITTECH from the Merchant
directly via pre-authorized withdrawal from Merchant bank account, Merchant settlement
funds/deposits or Merchant Fees.
2.02 Merchant may charge Customers a user convenience and/or wireless airtime fee per transaction
for the use of the POS (“Convenience Fee”). The Convenience Fee shall be added to the withdrawal
amount. DEBITTECH shall establish, collect and disburse the Convenience Fee which shall be set at the
rate identified in this Agreement. DEBITTECH and Merchant may mutually agree upon any changes to
the Convenience Fee.
2.03 DEBITTECH agrees to have transferred all validated Merchant settlement funds/deposits disbursed,
abiding by all applicable legislation and regulations regarding the POS. DEBITTECH agrees to make every
effort to settle all cash disbursed by the POS on or before the second business day following the day on
which the transaction took place. Merchant agrees that DEBITTECH shall not be liable for any delays in
settlement fund transfer.
2.04 Merchant agrees that DEBITTECH shall not be held liable for any disputed settlement funds arising
from any incident by DEBITTECH , its associates, 3rd party partners, or the Merchant.
2.05 DEBITTECH may at its sole discretion change the terms of this Agreement and any Fees described
in this Agreement resulting from but not limited to (a) changes in association fees (b) changes in
association rules or any applicable laws (c) changes in pricing by any third party provider of POS or
Services used by Merchant. Merchant agrees that all future revisions of DEBITTECH Terms and
Conditions shall supersede any and all representations, verbal, written or implied.
2.06 Merchant agrees that any disputes arising from this Agreement shall be governed by the most
recent DEBITTECH Terms and Conditions revision. Merchant agrees that it is their sole responsibility to
review the most current revision available on DEBITTECH’s online portal access or by calling Customer
Service to obtain a copy.

3. ACCESS

3.01 Merchant agrees to allow DEBITTECH; its representative(s) or agent(s) access to the POS at
Merchant site during normal business hours without notice.

4. TERM:

4.01 This Agreement is in effect for an initial period of forty-eight (48) months from the date the
Agreement is signed (the “Initial Term”).
4.02 This Agreement shall automatically renew for further periods of six (6) months on each anniversary
date of the commissioning of the POS (each “Renewal Term”), unless Merchant advises DEBITTECH of
its intentions not to renew, in writing, at least 90 days prior to the end of the term of this Agreement.
Merchant agrees to a Renewal Term upon any use of the POS or Services past the end of the Initial Term
for which a non-renewal notice has been submitted.
4.03 In the event Merchant requests to make any changes to their existing POS, Services, Fees, including
but not limited to bank account, address and business name changes, Merchant acknowledges that
Agreement shall have a new Initial Term of forty eight (48) months, commencing from the date of such
change.

5. CONFIDENTIALITY:

5.01 The parties acknowledge that in their performance of their duties hereunder either party may
communicate to the other (or its designees) certain confidential and proprietary information, including
without limitation information concerning POS, Services, Fees and the know-how, technology,
techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”)
all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential
Information does not include information that: (i) is public knowledge at the time of disclosure by the
disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the
disclosing party other than by breach of the receiving party’s obligations under this section or by breach
of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by
the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is
independently developed by the receiving party. As a condition to the receipt of the Confidential
Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or
indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use
the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or
with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential
Information, in whole or in part, only to employees and agents who need to have access thereto for the
receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees
and agents are informed of and comply with the confidentiality restrictions contained in this Agreement;
and (v) take all necessary precautions to protect the confidentiality of the Confidential Information
received hereunder and exercise at least the same degree of care in safeguarding the Confidential
Information as it would with its own confidential information, and in no event shall apply less than a
reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the
disclosing party of any unauthorized disclosure or use of the Confidential Information. The receiving
party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized
use or disclosure.

6. TERMINATION:

6.01 DEBITTECH may at its sole discretion terminate the Agreement at any time and for any reason
without having to produce notice to Merchant including but not limited to items related to fraud,
inactivity, bankruptcy, unpaid Fees, POS and Services misuse, legal proceedings and so on.
6.02 In the event that Merchant closes their business, Merchant agrees to pay Debittech a one time fee
of $500 and Debittech agrees to waive all other fees related to the Agreement. Merchant agrees that in
order for Debittech to waive all other fees, Merchant will provide proof of closure of business in the
form of an official letter from Merchant solicitor as well as an official letter from Merchant landlord
indicating that Merchant has vacated the premises within 30 days of such closure, otherwise all
termination penalties will apply.
6.03 Early Termination: In the event Merchant is in fundamental breach of the Agreement or terminates
any of the Services prior to the end of the Initial Term or any Renewal Term thereof, Merchant shall pay
to DEBITTECH in a single payment, as liquidated damages, an amount equal to the average gross
monthly fees due by Merchant, or $55 per month, whichever is greater, whether to DEBITTECH or to
any DEBITTECH 3rd party provider, for Debit, VISA, MC, AMEX, Gift Cards, Warranty Plans, Airtime Fees
and any other Fees associated with the Services (including but not limited to any bonus or promotional
monies paid to the Merchant at any time) pursuant or related to this Agreement for the highest three
(3) month period from the commencement of this Agreement, multiplied by the number of months
remaining to the end of the Initial Term or the Renewal Term, as the case may be. Merchant agrees to
pay a fee of $500 per item if cancelling Services between the date this Agreement is signed and the
installation and commissioning of POS.
6.04 In the event of early termination by Merchant, DEBITTECH may withhold from the settlement
funds and/or withdraw via pre authorized withdrawal from Merchant account or Merchant credit card
on file to pay for the liquidated damages as set out in this section.
6.05 The parties expressly agree that any damages owing to DEBITTECH as a result of early termination
by Merchant, are difficult to ascertain and measure because of their indefiniteness or uncertainty of
Fees generated by Services as a result of market conditions, and that the amount set forth is a
reasonable estimate of the damages that would be caused and shall be due regardless of proof of actual
damages and not a penalty.
6.06 Liquidated damages paid to DEBITTECH for the termination of Services does not include the
termination of any other 3rd party agreements that Merchant may have entered into for the purposes
of this Agreement.
6.07 The Merchant agrees to pay a fee of $500 per item if cancelling POS and Services between the date
this Agreement is signed and the installation and commissioning of the POS.

7. WARRANTY AND REPRESENTATIONS:

7.01 Merchant hereby warrants and represents to DEBITTECH , its employees, agents, officers, directors
and owners the following, and acknowledges that DEBITTECH is specifically relying on the truth and
accuracy of the representations and warranties contained herein and was induced to enter into this
Agreement;
7.02 All information provided to DEBITTECH by Merchant in the Agreement or any application or related
materials is true, accurate and complete in all respects.
7.03 Merchant at the time of entering into the Agreement with DEBITTECH does not have any present
contractual obligations exclusive or otherwise with any other entity that would conflict with Merchant
ability to enter into an exclusive Agreement with DEBITTECH .
7.04 Merchant hereby agrees to indemnify and save DEBITTECH , its owners, employees, agents, officers
and directors, from any claim or action filed against any of them in a court of competent jurisdiction, in
connection with the Agreement being entered into with the Merchant including, without limiting the
generality of the foregoing, to pay the legal costs on a substantial indemnity basis and agrees to pay for
any and all other costs and damages of any kind or nature, including but not limited to any lost profits,
resulting from the breach of any of these warranties and representations.

8. DISCLAIMER AND LIMITATION OF LIABILITY:

8.01 EXCEPT AS OTHERWISE PROVIDED TO MERCHANT, THE POS AND SERVICES ARE PROVIDED “AS IS”
WITHOUT ANY WARRANTY WHATSOEVER. DEBITTECH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED,
OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DEBITTECH OR ITS
EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE
OF DEBITTECH ’S OBLIGATIONS. DEBITTECH SHALL NOT BE LIABLE TO THE MERCHANT OR TO ANY
OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR
EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES OR THE POS,
WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR
IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN
TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA,
GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR
AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR
CLAIMS), EVEN IF DEBITTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO
CIRCUMSTANCES SHALL DEBITTECH ’S TOTAL LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING
OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY MERCHANT UNDER THIS
AGREEMENT TO A MAXIMUM OF ONE HUNDRED DOLLARS ($100.00) REGARDLESS OF WHETHER ANY
ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE. Any equipment(s)
purchase comes with only one year manufacture warranty. Warranty does not include vandalism, theft,
batteries, or act of God. All equipment/ system modifications done by others are not included in the
warranty. No Return, No Refund or No exchange policy on all Equipment / software purchases.

9. END USER LICENSE AGREEMENT (EULA):

9.01 The POS device software products included in the Agreement are sub-licensed pursuant to the End
User License Agreement (EULA).
9.02 The sub-license hereby granted is subject to the terms and conditions of the EULA, which defines
what you may and may not do with the software, as well as containing limitations of warranty and other
legal obligations.
9.03 The sub-license hereby granted shall be upon the terms and conditions contained in the EULA. Use
of the software is Merchant’s acknowledgement that Merchant agrees to the terms and conditions of
the EULA. There will be a minimum of $29.95 per month software licensing fee for each station that will
be deducted via pre-authorized withdrawal from Merchant account either yearly in a lump sum or
monthly in twelve (12) equal payments.
9.04 The sub-license hereby granted shall terminate upon termination of the EULA. The EULA terminates
upon termination of the Agreement.

10. INDEMNITY:

10.01 Merchant agrees to indemnify, defend, and hold harmless DEBITTECH , its employees, members,
directors, managers, officers or agents from and against any loss, liability, damage, penalty or expense
including attorneys’ fees, expert witness fees and cost of defence they may suffer or incur as a result of
(i) any failure by Merchant or any employee, agent or affiliate of Merchant to comply with the terms of
this Agreement; (ii) any warranty or representation made by Merchant being false or misleading; (iii) any
representation or warranty made by Merchant or any employee or agent of Merchant to any third
person other than as specifically authorized by this Agreement; (iv) the manner or method in which
Merchant performs its services pursuant to this Agreement, (v) negligence of Merchant or its
subcontractors, agents or employees, or (vi) any alleged or actual violations by the Merchant or its
subcontractors, employees or agents of any card association rules, governmental laws, regulations or
rules or (vii) any losses, fines or fees charged to DEBITTECH by any third party related to Merchant.
Notwithstanding the foregoing, DEBITTECH may be represented in any such demand, claim, action, suit
or proceeding at its own expense and by its own counsel.

11. RIGHT OF FIRST REFUSAL:

11.01 Merchant agrees that during the Initial Term and any Renewal Term of this Agreement it will
provide DEBITTECH with a right of first refusal to provide Merchant (or any related entities) with
processing services for any existing or additional equipment to be used for the similar purposes of
electronic and or digital cash access and allow DEBITTECH the opportunity to match any similar
agreement that may be offered to the Merchant at the expiration of this Agreement.

12. REGULATORY CHANGES AND COMPLIANCE:

12.01 The Agreement, Services and Fees set out herein are subject to change as required pursuant to
applicable legislation and regulations governing the Interac Association and/or the card brands, and or
applicable federal or provincial laws or regulations.
12.02 Merchant agrees to comply with all applicable laws in connection with its performance of this
Agreement.
12.03 For purposes of all applicable privacy laws, Merchant expressly consents to the collection, use and
dissemination by DEBITTECH of personal information relating to the Merchant, obtained directly or
indirectly in connection with this Agreement, for the following purposes: (a) providing Services to the
Merchant hereunder, (b) investigating the business and credit history and background of Merchant, (c)
permitting third parties to provide Services to Merchant in connection with this Agreement, (d)
investigating potentially fraudulent activities, (e) permitting financial institutions, credit and debit card
issuers, credit agencies, governmental organizations, the police and other applicable authorities and
regulatory bodies and other third parties to investigate potentially fraudulent or improper activities or
for any regulatory reporting purposes, (f) providing other products or services to Merchant, (g) in
connection with any sale or proposed sale of DEBITTECH ’s business or (h) where otherwise required by
law.

13. GENERAL:

13.01 Notice: Every notice required to be given by either party shall be in writing and addressed to
DEBITTECH POS at: FAX 416 609-5747 or mailed to Debittech at 850 Tapscott Rd unit 49, Toronto, M1X
1N4.
13.02 Merchant agrees that any illegality or invalidity of any paragraph, clause or provision contained in
this Agreement shall not affect, or invalidate the remainder of this Agreement.
13.03 Assignment: DEBITTECH may assign this Agreement in whole or in part without the prior consent
of the Merchant. Merchant may only assign this Agreement with the express written consent of
DEBITTECH which consent may be arbitrarily withheld.
13.04 Inurement: This Agreement shall ensure to the benefit and be binding upon parties hereto, their
respective heirs, executors, directors, administrators, personal representatives, successors and assigns.
Merchant shall use its best efforts to cause any successor (purchaser or transferee) to acknowledge and
agree to the terms of this Agreement
13.05 Governing Law: This Agreement will be governed by and construed in accordance with the laws of
the Province of Ontario without regard to the principles of conflicts of law or the United Nations
Convention for Contracts for the International Sale of Goods, which is explicitly excluded, and the laws
of Canada applicable therein and shall be treated as an Ontario contact. Merchant and DEBITTECH
hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the Courts of Toronto,
Ontario, Canada. Merchant understands and agrees that this Agreement was created and signed in
Toronto, Ontario, regardless of where the actual negotiation, signing or delivery of product or services
took place. Merchant understands and agrees that any action or cause of action is deemed to have
taken place in Toronto, Ontario. If any action or proceeding is commenced by the Merchant in a
jurisdiction other than Toronto, Ontario, as specified in section 13.05, then such action or proceeding
and any judgment or award made in such action or proceeding shall be null and void and without
jurisdiction. Furthermore, Merchant agrees to waive any objection to the laying of venue of any such
suit, action or proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. Merchant agrees that
a final judgment in any such suit, action or proceeding brought in Toronto, Ontario, shall be conclusive
and binding upon either party and may be enforced in any court to whose jurisdiction either party is or
may be subject, by suit upon such judgment. Merchant and DEBITTECH hereby knowingly, voluntarily
and intentionally waive any rights either of them may have to a trial by jury in respect to any litigation
based on, arising out of or in connection with this agreement. Merchant agrees to extend, vary and
modify all statutory limitation periods to the greater of (a) 5 years from the date of actual knowledge by
DEBITTECH of any potential claim against Merchant hereunder or (b) the maximum period permitted by
law.
13.06 Counterparts: This Agreement may be executed in counterparts, each of which shall constitute an
original and all of which shall constitute but one document which shall be as valid and binding as if all
parties attended at the same place at the same time and signed on document in the presence of each
other. The parties agree that the reproduction of signatures by way of fax devices (or electronically or
electronic transmission) be treated as though such reproductions were originals, and any party
providing same, agrees to promptly provide to the other party an originally signed copy of this
Agreement.
13.07 Returns: All products to be returned to DEBITTECH must first be approved by DEBITTECH head
office, and be issued return authorization.
13.08 Jurisdiction: This contract is not valid until accepted and duly authorized by DEBITTECH head office
in Toronto, Ontario.
13.09 English Language: The parties agree that they have required this Agreement and all related
documents to be drawn up in the English language.
13.10 Trademarks and intellectual property rights: Merchant agrees that it shall have no ownership
interest in nor any right to use, display or reproduce any registered or unregistered trademarks of
DEBITTECH except as expressly granted in writing by DEBITTECH to Merchant hereunder. DEBITTECH
expressly reserves ownership of all intellectual property rights arising in any manner whatsoever relating
to its activities in connection with providing the POS and Services hereunder from time to time.
13.11 Time: Time shall be of the essence of this Agreement and each of its provisions.
13.12 Legal Advice: Merchant acknowledges that it had the opportunity to seek independent legal
advice in connection with the execution and delivery of this Agreement.
13.13 Merchant acknowledges that this Agreement has been entered into by Merchant and DEBITTECH
for business purposes and is not a consumer transaction for purposes of any consumer protection or
similar legislation in any jurisdiction.
13.14 Guarantor: Any party that is listed as a guarantor for purposes of this Agreement shall be
originally bound as an original party and obligor under this Agreement with the Merchant outlined in
this Agreement.
13.15 Currency: Except where otherwise expressly stated, all references to dollar amounts or “$” in this
Agreement mean lawful currency of Canada.
13.16 Survival: All provisions which expressly or by their nature are intended to survive the entering into
and/or termination of this Agreement shall so expressly survive until fully performed or for such lesser
period of time as may be expressly stated herein.
13.17 Force Majeure: DEBITTECH shall be entitled to suspend and delay the time required for its
performance of its obligations hereunder where there exists any Act of God or any other unforeseen
event or circumstance of fact beyond DEBITTECH ’s reasonable control.
13.18 Entire Agreement: This Agreement, including all schedules, exhibits and attachments thereto, sets
forth the entire Agreement and understanding of the parties hereto in respect of the subject matter
contained herein, and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any officer, partner,
employee or representative of any party hereto. This Agreement shall be binding upon and shall inure
only to the benefit of the parties hereto and their respective successors and assigns. Nothing in this
Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or
entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.
Except as otherwise provided in this Agreement, no provision of this Agreement may be amended,
modified or waived except by a written agreement signed by both parties.
13.19 By signing below, Merchant represents and warrants that they have received and read this
merchant application and Agreement, which includes (1) application, (2) personal guarantee, (3) Terms
and Conditions of the Merchant Agreement, BY ACCEPTING PAYMENT INSTRUMENTS AND REMITTING
TRANSACTION DATA, YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND READ AND AGREE TO BE
BOUND BY ALL OF THE TERMS AND CONDITIONS SET OUT IN THESE AGREEMENTS.

14. CREDIT CARD AUTHORIZATION:

14.01 DEBITTECH is authorized by the cardholder assigned above to charge the credit card assigned on
this form in the amount shown on this form and expressly authorizes DEBITTECH to withdraw funds
from the credit card assigned in an unlimited amount of attempts and dollar value (not exceeding the
amount agreed upon on in this Agreement) until payment for amount shown is received in full. The
cardholder also authorizes DEBITTECH to withdraw balance of funds plus a $50.00 administration fee
and monthly interest ( 19.8% per annum) on outstanding balances using the authorized

P.O.S (Sales/Services)

Debittech POS Inc (hereafter “Debittech POS®” or the “Company”) Terms of Use
Please review the entire document to fully understand the Terms of Use.
Introduction
the Founder and Management Team of Debittech POS® has a strong emphasis on
integrity and the success of its customers. Our Team is committed to supporting its
customers and providing them with innovative technologies so they may develop and
grow a successful business and improve overall profitability.
We are offering it in Four Plans; Bronze, Silver, Gold, and CUSTOM. We also offer the
tools needed to run the entire Platform located within the shop as standalone system.
Please refer to Debittech POS®’s website for a description of the terms and features of
the Plans and Equipment aforementioned.
Each party represents and warrants that it has the legal power and authority to enter
into this Agreement.
Upon Checking the “I Accept” box as part of this subscription process at the bottom of
this agreement, you agree to the following Terms and Conditions and Policies in their
present form and as amended at the sole discretion of Debittech POS known as (the
“Agreement”) governing your use of Debittech POS’s Cloud-based POS System or
standalone systems.
If you accept this agreement on behalf of a Company or other Legal Entity, you
represent that you are authorized to bind this company to these terms and conditions, in
which case the terms “you” or “your” shall refer to this Company. If you do not have
such Authority, or if you do not agree with the Terms and Conditions included herein,
you must leave the “I accept” box unchecked and you may not use this Platform.
Furthermore, you represent and warrant that you have not falsely identified yourself nor
provided any false information to gain access to the Debittech POS-solutions and that
your billing information you provided is correct.

1 – Changes to the Agreement

Debittech POS reserves the right to amend the Agreement and its prices in its sole and
absolute discretion. Modifications or amendments made shall benefit the Customers
and preserve the ability of Debittech POS® to remain competitive and a great Platform.
By Accepting the Agreement, you agree to abide by all amendments or modifications
that Debittech POS® elects to make. Amendments shall be effective immediately after
publication of notice that the Agreement has been modified. Notification of amendments
shall be published by one or more of the following methods: (1) posting on the
Company’s official Web site; (2) electronic mail (e-mail); (3) inclusion in Company
periodicals or (4) special mailings. The continuation of use of the Debittech POS system
constitutes acceptance of any and all amendments.

2 – Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to
be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision
shall be severed and the remaining terms and provisions shall remain in full force and
effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose
of the provision as closely as possible.

3 – Waiver

The Company never gives up its right to insist on compliance with the Agreement and
with the applicable laws governing the conduct of a business. No failure of Debittech
POS® to exercise any right or power under the Agreement or to insist upon strict
compliance by a customer/user with any obligation or provision of the Agreement, and
no custom or practice of the parties at variance with the terms of the Agreement, shall
constitute a waiver of Debittech POS®’s right to demand exact compliance with the
Agreement. The existence of any claim or cause of action by a customer/user against
Debittech POS® shall not constitute a defense to Debittech POS®’s enforcement of any
term or provision of the Agreement.

4 – Privacy Policies

Debittech POS’s privacy and security policies may be viewed at
http://www.debittechpos.com. Debittech POS® reserves the right to modify its privacy
and security policies in its sole and absolute discretion as the need arises. Due to the
fact, that Debittech POS®’s Platform is an internet based online application; Debittech
POS® may need to distribute important notices or announcements regarding its
operation. If you are using the system, whether for free or for a subscription fee, you
agree that Debittech POS® can disclose the fact that you are a registered customer and
the Plan you are using.

5 – License & Restrictions

Debittech POS hereby extends to you a non-exclusive, non-transferable, Canada wide
right to use the solutions, solely for your own domestic and internal business purposes,
subject to the terms and conditions of this Agreement. All rights not expressly granted to
you are reserved solely by Debittech POS®. If you are a direct competitor of Debittech
POS® or employed or contracted by a direct competitor, you may not register to and
access our Platform, except with Debittech POS® prior written consent. In addition, you
may not access the Platform for purposes of monitoring its availability, performance or
functionality, or for any other benchmarking or competitive purposes. You shall not
license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially
exploit or make available to any third party the Platform or any of the Debittech POS®
content in any way. You shall also not create Internet “links” to Debittech POS®’s plans
or “frame” or “mirror” any content on any other server or wireless or Internet-based
device. User licenses cannot be shared or used by more than one individual User but
may be reassigned from time to time to new Users who are replacing former Users who
have terminated employment or otherwise changed job status or function. You may use
the Debittech POS® Platform only for your domestic and internal business purposes
and shall not: send spam or otherwise duplicative or unsolicited messages in violation of
applicable laws; send or store infringing, obscene, threatening, libelous, or otherwise
unlawful or tortuous material, including material harmful to children or that violate third
party privacy rights; send or store material containing software viruses, worms, Trojan
horses or other harmful computer code, files, scripts, agents or programs; interfere with
or disrupt the integrity or performance of the Platform or the data contained therein; or
attempt to gain unauthorized access to the Platform or its related systems or networks.
The Debittech POS® name, the Debittech POS® logo, are registered trademarks that
exclusively belong to Debittech POS®.

6 – Adherence to Laws and Ordinances

Customers/users shall comply with all applicable federal, foreign, state and local laws,
treaties and regulations in the conduct of their businesses. Many cities and counties
have laws regulating certain home-based businesses. Customers/users must obey
those laws that do apply to them. If a city or county official tells a customer/user that a
certain ordinance applies to him or her, they are to cooperate fully and immediately.

7 – Duties and Responsibilities

you are responsible for all activity occurring under this Platform / user accounts. You are
to report to Debittech POS® immediately of any unauthorized use of any password or
account or any other known or suspected breach of security. You are to use reasonable
efforts to immediately stop any duplication or distribution of Debittech POS® content
that is known or suspected by you or your users. You will also not falsely identify
yourself to gain access to or use the Debittech POS® Platform.

8 – User Content

Debittech POS does not own any of the data, information or material (“Business Owner
Data”) that you submit to the Platform in the course of using the Debittech POS system.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, ownership or right to use of all Business Owner Data, and Debittech
POS shall not be responsible or liable for the deletion, correction, destruction, damage,
loss or failure to store any Business Owner Data. In the event that User is terminated for
any reason all Business Owner Data will be lost. Debittech POS reserves the right to
withhold, remove and/or discard Business Owner Data without notice for any breach,
including, without limitation, your non-payment. Upon termination for cause, your right to
access or use Business Owner Data immediately ceases, and Debittech POS shall
have no obligation to maintain or forward any Business Owner Data.

9 – IP Rights

You acknowledge that Debittech POS® alone (and its 3rd party licensors, where
applicable) shall own all rights, title and interest, including without limitation all related
Intellectual Property Rights, in the Platform, the Debittech POS website and any
suggestions, ideas, enhancement requests, feedback, recommendations or other
information provided by you or any other party relating to the Debittech POS Platform.
Accordingly, you agree that you shall not copy, reproduce, alter, modify, or create
derivative works from the Platform. You also agree that you will not use any automated
or manual process to monitor or copy any content from the Debittech POS® Platform. In
particular, you shall not reverse engineer or access the Platform in order to build a
competitive product or service or to build a product using ideas, features, functions or
graphics of the Debittech POS® Platform.
This Agreement is not a sale and does not convey to you any rights of ownership in or
related to Debittech POS® Platform, the Debittech POS® website or the Intellectual
Property Rights owned by Debittech POS®.
10 – Third Party Interactions and Links to Other Sites
while using the Platform, you may enter into correspondence with, purchase and sell
goods and/or services from, or participate in promotions of advertisers or sponsors
showing their goods and/or services through the Debittech POS Platform. Any such,
activity and any terms, conditions, warranties or representations associated with such,
shall be solely between you and the applicable third-party. Debittech POS and its
licensors shall have no liability, obligation or responsibility for any such correspondence,
purchase or promotion between you and any such third-party. Debittech POS does not
endorse any sites on the Internet that are linked through the Platform. Debittech POS
provides these links to you only as a matter of convenience, and in no event shall
Debittech POS or its licensors be responsible for any content, products, or other
materials on or available from such sites. Debittech POS® provides the Platform to you
pursuant to the terms and conditions of this Agreement. You recognize, however, that
certain third-party providers of ancillary software, hardware or services may require your
agreement to additional or different license or other terms prior to your use of or access
to such software, hardware or services.

11 – Term

This Agreement commences on the date you confirm subscription and renews monthly
until terminated by you or Debittech POS. The full monthly fee amount of the plan you
selected is due and payable when you confirm subscription. Only upgrades to your
service are prorated. The term is indefinite and may be terminated at any time by
Debittech POS®’s sole discretion. Either party may terminate this Agreement or make
plan changes.

12 – Charges and Billing

you shall pay all subscription fees and charges to your account in accordance with the
fees, charges, and billing terms in effect at the time a fee or charge is due and payable.
Payments must be made monthly in advance. All subscriptions obligations and
payments are non-cancelable and nonrefundable.
Debittech POS Platform service will automatically renew and charge your credit card or
initiate an ACH withdraw from your bank account on file monthly. The renewal charge
will be equal to the current plan you are enrolled in. Changes to the fees associated with
your plan will be reflected on Debittech POS’s website. Debittech POS will add to the
published service fees applicable taxes, levies, or duties imposed by your taxing
authorities.
You agree to provide Debittech POS® with complete and accurate billing and contact
information. This information is to remain current at all times. Debittech POS® reserves
the right to terminate your access to the Debittech POS® Platform, in addition to any
other legal remedies, if the contact information you have provided is false or fraudulent.

13 – Termination or Suspension for Non-Payment

Debittech POS® reserves the right to suspend or terminate this Agreement and your
access to your Platform if your account becomes delinquent. You will continue to be
charged for your plan subscriptions during any period of suspension. You agree and
acknowledge that Debittech POS® has no obligation to retain Business Owner Data
and that such Business Owner Data may be irretrievably deleted if your delinquent
account is not cured within 30 days.

14 – Termination for Cause

Any breach of your payment obligations or unauthorized use of the Debittech POS
Platform will be deemed a material breach of this Agreement. Debittech POS® in its
sole discretion may terminate your password, account or use of the Platform if you
breach or otherwise fail to comply with this Agreement. In addition, Debittech POS may
terminate a free account at any time in its sole discretion. You agree and acknowledge
that Debittech POS® has no obligation to retain the Business Owner Data, and may
delete such Business Owner Data, if you have materially breached this Agreement,
including but not limited to failure to pay outstanding fees, and such breach has not
been cured within 30 days of such breach.
15 – Indemnification
You agree to hold harmless and indemnify Debittech POS®, and its subsidiaries,
affiliates, officers, agents, and employees from and against any third party claim arising
from or in any way related to your use of the Service, including any liability or expense
arising from all claims, losses, damages (actual and consequential), suits, judgments,
litigation costs and attorneys’ fees, of every kind and nature.
16 – Confidentiality and Non-Disparagement
In the event that Debittech POS® terminates your use of the Platform or you elect to
cancel service, as per the terms and conditions of this agreement you are to maintain in
strict confidence the reasons for which the service was ended, except as may be
required by law. Furthermore, you agree not to disparage Debittech POS® or any of its
officers, directors or employees by any means including but not limited to blogs, posts
on social medial, emails, industry websites, or general publications. For purposes of this
agreement and section, “disparage” shall mean any negative statement, whether written
or oral, about Debittech POS® or any of its officers, directors or employees. You agree
and acknowledge that this non-disparagement provision is a material term of this
agreement. In the event that Customer makes any Disparaging Comments, both
Customer and Debittech POS® agree that the damages arising from such comments
will be difficult if not impossible to determine. Therefore, in the event Customer makes
any Disparaging Comments, Customer shall pay to Debittech POS® $3,500.00 for each
utterance of the comment (i.e., on each webpage that a Disparaging Comment is
posted) as Liquidated Damages and not as a penalty.

17 – Notice

Debittech POS may give notice by means of electronic mail to your e-mail address on
record or by written communication sent by first class mail to your address on record.
Such notice shall be deemed to have been given upon the expiration of 48 hours after
mailing or posting (if sent by first class mail) or 12 hours after sending (if sent by email).
You may give notice to Debittech POS® via email thru such facility provided on the
Debittech POS® website.

18 – Internet Disclaimer

DEBITTECH POS® SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND
OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. DEBITTECH POS® IS NOT RESPONSIBLE FOR ANY DELAYS,
DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH
PROBLEMS. YOU ARE RESPONSIBLE FOR PROCURING AND MAINTAINING THE
APPROPRIATE INTERNET SERVICES REQUIRED FOR YOUR USE OF THE
PLATFORM.

19 – Warranty Disclaimer

DEBITTECH POS AND ITS LICENSORS MAKE NO REPRESENTATION,
WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY,
SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE
PLAYFORM OR ANY CONTENT. DEBITTECH POS AND ITS LICENSORS DO NOT
REPRESENT OR WARRANT THAT USE OF THE PLATFORM WILL BE SECURE,
TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION
WITH THE APPLE iPad AND OR ANY OTHER HARDWARE, SOFTWARE, SYSTEM
OR DATA; OR THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS WHETHER OR NOT EXPRESSED , OR THAT ANY STORED DATA
WILL BE ACCURATE OR RELIABLE; OR THAT THE QUALITY OF THE SOFTWARE
AND SUBSCRIPTION SERVICE OBTAINED BY YOU THROUGH THE DEBITTECH
POS® WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR
THAT ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM
OR THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS. THE PLATFORM AND ALL
CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL
CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING
INTELLECTUAL PROPERTY RIGHTS, ARE HEREBY DISCLAIMED TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DEBITTECH POS® AND
ITS LICENSORS.

20 – Liability Limitation

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE
AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE MONTH’S
PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO
ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING
LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE)
ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS PLATFORM,
INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE
PLATFORM, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE
PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION,
REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH
DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN
PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21 – Governing Law, Arbitration, Jurisdiction and Venue

THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, CANADA WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES.
YOU AGREE TO WAIVE ALL RIGHTS TO TRIAL BY JURY. PRIOR TO INSTITUTING
ARBITRATION, THE PARTIES SHALL MEET IN GOOD FAITH AND ATTEMPT TO
RESOLVE ANY DISPUTE ARISING FROM OR RELATED TO THE AGREEMENT
THROUGH NON-BINDING MEDIATION.
IF MEDIATION IS UNSUCCESSFUL, ANY CONTROVERSY OR CLAIM ARISING OUT
OF OR RELATING TO THE AGREEMENT, OR THE BREACH THEREOF, SHALL BE
SETTLED BY ARBITRATION ADMINISTERED BY THE CANADIAN ARBITRATION
ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. EACH PARTY TO
THE ARBITRATION SHALL BE RESPONSIBLE FOR ITS OWN COSTS AND
EXPENSES OF ARBITRATION, INCLUDING LEGAL AND FILING FEES.
ARBITRATION SHALL RESIDE EXCLUSIVELY IN TORONTO, PROVINCE OF
ONTARIO, YOU HEREBY WAIVE ANY JURISDICTION, VENUE OR INCONVENIENT
FORUM OBJECTIONS TO SUCH COURTS.
IN THE EVENT THAT YOU BRING ANY CLAIMS ARISING OUT OF, RELATING TO
OR CONCERNING THESE TERMS & CONDITIONS NOT SUBJECT TO
ARBITRATION SHALL RESIDE EXCLUSIVELY IN PROVINCE OF ONTARIO,
CANADA YOU HEREBY WAIVE ANY JURISDICTION, VENUE OR INCONVENIENT
FORUM OBJECTIONS TO SUCH COURTS.
Updated and effective October 1, 2018
All rights reserved.