Terms and Conditions

1.1 These Terms and Conditions (the "Agreement") govern the provision of payment initiation and related services by Provider YELLOWSTONEPAY CORP., with registered office at 200A-4185 STILL CREEK DR, BURNABY, BRITISH COLUMBIA, V5C 6G9, CANADA, registration number BC1576227, to the Merchant, including access to Provider's proprietary technology, APIs and platform.

1.2 The Services may include:

(a) processing of payment transactions through supported payment methods;

(b) access to payment initiation services enabled via open banking interfaces, whether provided directly by Provider or through a Partner; and

(c) access to certain account, e-money or other embedded banking services provided by a Partner, where applicable.

1.3 Provider provides the Services on an aggregated basis and may rely on one or more Partners to perform all or part of the Services. Certain elements of the Services may therefore be subject to additional Partner terms and conditions, as further described in this Agreement.

1.4 By executing the Payment Aggregator Services Agreement or by accessing or using any part of the Services, the Merchant confirms that it has read, understood and agrees to be bound by this Agreement, and shall comply with all applicable laws and regulatory requirements.

1.5 Provider may enable or disable specific payment methods from time to time, subject to the Agreement.

1.6 The Payment Aggregator Services Agreement forms an integral part of this Agreement and sets out the specific Services, Payment Methods, fees and other commercial terms applicable to the Merchant.

2.1 This Agreement defines the legal relationship between Provider and the Merchant in connection with the provision of the Services.

2.2 Provider is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business under number N300000151 and operates a technology platform enabling access to regulated payment and account-related services.

2.3 Provider provides the Services on an aggregated basis, enabling the Merchant to accept and facilitate payments through various payment methods without requiring the Merchant to enter into direct contractual relationships with payment scheme operators, banks or other financial institutions.

2.4 Certain elements of the Services are provided by one or more Partners engaged by Provider. Under this Agreement, Provider grants the Merchant access to the Services, including services provided by such Partners, which may be subject to additional Partner terms and conditions. In the event of conflict between Partner terms and this Agreement, Partner terms shall prevail to the extent required to comply with applicable law, payment scheme rules, or Partner obligations.

Agreement — these Terms and Conditions, the Payment Aggregator Services Agreement, and any documents incorporated by reference.

BaaS Services — banking-as-a-service offerings provided by the Partner, including without limitation: (i) opening and maintaining payment accounts; and (ii) payment initiation and settlement activities for the Provider and/or Merchant.

Business Day — any calendar day other than a Saturday or Sunday, or a public holiday in the jurisdiction where the Merchant or the Provider is established.

Payment Aggregator Services Agreement — the document setting out the commercial terms agreed between Provider and Merchant.

Customer / End User — any natural or legal person who purchases goods and/or services from the Merchant and initiates a payment using the Services.

Data Protection Laws — all applicable laws and regulations relating to the processing, protection and privacy of personal data, including, where applicable, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), together with any implementing or supplementary legislation.

Customer's complaint — any claim, complaint or challenge raised by a Customer in relation to goods or services provided by the Merchant, including any chargeback, refund request or objection submitted through Provider or relevant payment systems.

Effective Date — the date on which the Agreement becomes legally binding, as specified in the Payment Aggregator Services Agreement.

Intellectual Property Rights — all intellectual and proprietary rights of any kind, whether registered or unregistered, including rights in patents, copyrights, trademarks, service marks, trade names, software, databases, trade secrets, know-how, and any applications, renewals or extensions of such rights anywhere in the world.

Merchant — the entity identified in the Payment Aggregator Services Agreement.

Merchant Profile — the set of information, representations and documentation provided by the Merchant to Provider during onboarding and throughout the term of the Agreement, including details relating to ownership, management, business activities and any other information reasonably requested by Provider, as updated from time to time.

Partner — any third-party financial institution, payment service provider, acquirer or other entity engaged by Provider to provide all or part of the Services.

Payment Initiation Services — a service enabling the initiation of a payment order at the request of a Customer in respect of a payment account held with another payment service provider, in accordance with applicable laws and regulations.

Payment Transaction — any payment operation initiated or processed through the Services, including single, recurring, batch or variable transactions.

PIS (SEPA (EEA)) — payment initiation services.

Provider — the payment service provider identified in the Payment Aggregator Services Agreement.

Regulatory Authorisations — all licences, permissions, approvals, registrations or other authorisations required under applicable law for the performance of obligations under the Agreement.

Rolling Reserve — a percentage of Transaction amounts withheld by the Provider for a specified period and released thereafter on a continuous rolling basis to secure the Merchant's obligations, including chargebacks, refunds, fees, and fines.

Services — access to the payment initiation, payment facilitation and related services provided by the Provider under the Agreement, including access to Provider's proprietary technology, APIs and platform, as well as access to payment methods, payment initiation services and, where applicable, account, e-money or other embedded banking services provided by a Partner, as specified in the Payment Aggregator Services Agreement.

Service Activation Date — has the meaning given in the Payment Aggregator Services Agreement.

Service Portal — Provider's online platform, dashboard or interface through which the Merchant accesses, uses and administers the Services.

4.1 All fees and other amounts payable by the Merchant to Provider shall, where applicable, be deducted by way of set-off from funds arising from Payment Transactions prior to settlement to the Merchant.

4.2 In consideration for the provision of the Services, the Merchant agrees to pay the fees and charges set out in the Payment Aggregator Services Agreement in accordance with Section 5 of these Terms and Conditions.

4.3 Any amounts owed by the Merchant to Provider that are not recovered through set-off and remain unpaid after the applicable due date shall accrue interest at a rate of 0.5% (zero point five percent) per month, calculated from the due date until payment is received in full.

4.4 The Merchant acknowledges that Payment Transactions may be subject to Customer's complaints, chargebacks or other reversals. In the event of a Customer's complaint or an invalidated Payment Transaction, the Merchant shall bear full responsibility for all applicable Customer's complaint-related fees or charges arising in connection with such Customer's complaint, in accordance with the terms of this Agreement.

4.5 Unless expressly stated otherwise, all fees and charges are exclusive of any applicable taxes. The Merchant is solely responsible for determining, reporting and remitting any taxes applicable to its business activities and transactions with Customers.

4.6 Customers may be subject to fees, charges or expenses imposed by their payment service providers or, where applicable, by Provider or a Partner in connection with the use of the Services. Such charges may include, without limitation, bank fees, currency conversion fees, or administrative costs. Any such fees applicable to Customers shall be disclosed in accordance with applicable law.

5.1 The Merchant shall ensure that all settlement details provided to Provider are accurate, complete and kept up to date at all times.

5.2 Any changes to settlement details must be communicated by the Merchant using the communication channels agreed between the parties in the Payment Aggregator Services Agreement. Provider shall be entitled to rely on any instructions received through such designated channels and shall not be liable for acting on instructions reasonably believed to be authorized.

5.3 Any payment detail change request received from a different email address shall be deemed unauthorized, and the Merchant shall be solely responsible for any losses, damages or delays arising from incorrect, incomplete or unauthorized settlement instructions provided by or on behalf of the Merchant.

5.4 Payment Terms for the Services

(a) Merchants using Partner's account

(i) Settlement

Settlement payouts, net of all applicable fees and charges payable to Provider and any Partner, shall be made on a weekly or bi-weekly basis, subject to a minimum settlement amount of EUR 1,000.00. Payouts shall be executed no later than Thursday following the applicable reporting week(s). If the scheduled payout date falls on a non-Business Day, the payout shall be made on the next Business Day.

(ii) Minimum Activity Fee

If, following integration, the Merchant does not commence live transactions or fails to achieve a monthly transaction volume of EUR 100,000, a fixed monthly fee of EUR 5,000 shall apply until such threshold is met. Provider shall invoice the Merchant for such fee.

(b) Merchants not using Partner's account

(i) Incoming Payments

Fees relating to incoming payments shall be calculated on a monthly basis. Provider shall issue an invoice within ten (10) days following the end of the relevant month, and the Merchant shall pay such invoice within fifteen (15) days from the date of receipt.

(ii) Outgoing Payments (Deducted Model)

Fees applicable to outgoing payments, as specified in the Payment Aggregator Services Agreement, shall be deducted by Provider from the Merchant's available payout balance at the time each outgoing Payment Transaction is executed.

If the available balance is insufficient to cover the outgoing Payment Transaction and applicable fees, the Merchant shall promptly fund the balance. Provider may suspend the execution of outgoing payments until sufficient funds are available.

(iii) Outgoing Payments (Invoiced Model)

Where the Merchant uses its own bank account for payouts, outgoing payment fees shall be calculated monthly. Provider shall issue an invoice within ten (10) days following the end of the relevant month, and the Merchant shall pay such invoice within fifteen (15) days from receipt.

5.5 Service Activation

5.5.1 Each payment method or service shall be deemed activated only upon the date on which the first Payment Transaction using such service is successfully processed by Provider for the Merchant (the "Service Activation Date").

5.5.2 Any fees, charges or commissions applicable to a specific payment method or service shall apply only from its respective Service Activation Date, unless expressly agreed otherwise in the Payment Aggregator Services Agreement.

5.5.3 For the avoidance of doubt, different services may have different Service Activation Dates.

The Merchant represents, warrants and undertakes that:

A. Authority, Accuracy and Use of Services

6.1 It has full legal capacity, authority and corporate power to enter into and perform its obligations under the Agreement, and that all information provided to Provider, whether through the Service Portal or otherwise, including the Merchant Profile, is true, accurate, complete and not misleading.

6.2 It shall use the Services solely in connection with the goods and/or services corresponding to the business activities disclosed to and approved by Provider during onboarding.

6.3 It shall not access or use the Services unless and until it has complied with all applicable technical, operational and compliance requirements communicated by Provider.

6.4 It shall not process Payment Transactions, receive funds or otherwise use the Services on behalf of any third party, except where expressly permitted by applicable law or approved by Provider in writing.

B. Legal, Regulatory and Financial Compliance

6.5 The Merchant shall comply with this Agreement, including the Payment Aggregator Services Agreement and any documents incorporated by reference, and shall at all times comply with all applicable laws and regulations in any jurisdiction in which it operates.

6.6 The Merchant complies, and shall continue to comply, with all applicable laws relating to consumer protection, anti-money laundering and counter-terrorist financing, including requirements relating to customer due diligence, transaction monitoring and the prevention of unlawful activities.

6.7 The Merchant shall comply with all applicable anti-bribery, anti-corruption and fraud prevention laws. In the event of a breach of this clause, Provider may terminate the Agreement with immediate effect upon written notice, without prejudice to any other rights or remedies.

6.8 The Merchant shall pay all fees, charges and taxes due under the Agreement in a timely manner.

C. Information, Cooperation and Notifications

6.9 The Merchant shall promptly provide Provider with all information reasonably requested in connection with the Agreement and shall ensure that such information remains accurate and up to date.

6.10 The Merchant shall cooperate fully and without undue delay with any audit, inquiry or investigation relating to the Services, including those initiated by Provider or any Partner.

6.11 Upon request, the Merchant shall provide any compliance documentation, transaction records or other materials required by Provider or a Partner within seven (7) Business Days, using a verifiable method of delivery.

6.12 The Merchant shall notify Provider in writing without undue delay, and in any event within seven (7) Business Days, of any changes to its legal status, ownership, management, authorised signatories, business activities or any other information that may affect the performance of the Agreement. The Merchant shall be responsible for any consequences arising from a failure to provide such notification.

D. Fraud, Customer's complaints and Confidentiality

6.13 The Merchant shall promptly notify Provider of any actual or suspected fraud in connection with Payment Transactions and shall not submit or process any transaction that it knows or reasonably suspects to be fraudulent, unauthorised or unlawful. The Merchant shall be responsible for the acts and omissions of its employees, agents and representatives.

6.14 In the event of a Customer's complaint, the Merchant shall comply with all procedures, requirements and instructions issued by Provider, including any applicable Partner or payment scheme rules.

6.15 The Merchant shall not disclose any non-public information relating to the Agreement or the Services to any third party, except where required by law or reasonably necessary for fraud prevention purposes. Where permitted, the Merchant shall notify Provider in advance or, where not practicable, as soon as reasonably possible thereafter.

E. No Responsibility for Merchant Activities

6.16 The Merchant acknowledges that Provider does not act as a seller, buyer, distributor, agent or representative of the Merchant or its goods or services, and Provider makes no representations or warranties regarding the quality, legality or suitability of such goods or services.

Provider represents and warrants that:

A. Service Delivery and Operational Standards

7.1 Provider shall provide the Services in a professional and diligent manner, exercising reasonable skill and care, and in accordance with this Agreement and all applicable laws and regulations.

7.2 Provider shall use reasonable efforts to remedy any error attributable to Provider and shall notify the Merchant without undue delay of any issue that Provider reasonably believes may materially affect the provision of the Services.

7.3 Provider does not guarantee uninterrupted or error-free operation of the Services. Temporary interruptions may occur due to maintenance, updates, or factors outside Provider's reasonable control.

7.4 The processing of Payment Transactions is dependent on external systems, including payment schemes, banks and other financial institutions. Provider shall not be liable for delays, failures or errors attributable to such external systems.

B. Transaction Authorisation and Lawful Processing

7.5 Provider shall treat a Payment Transaction as authorised only where valid consent has been provided by the Customer in accordance with applicable law. Where such consent is not present, the Payment Transaction shall be treated as unauthorised and shall not be processed. The Merchant acknowledges that a Customer may withdraw consent at any time prior to the execution of the relevant Payment Transaction, in accordance with applicable law.

7.6 Provider shall process Payment Transactions in compliance with applicable legal and regulatory requirements and shall implement appropriate technical and organisational measures designed to ensure the security and integrity of data, in accordance with applicable Data Protection Laws.

C. Transparency and Customer's complaint Facilitation

7.7 Provider shall ensure that, where required, Customers are provided during the payment flow with clear information regarding the identity of any Partner providing the relevant payment services, together with access to applicable terms and conditions.

7.8 Provider shall facilitate the handling of Customer's complaints in accordance with this Agreement and any applicable Partner or payment scheme requirements. Provider shall act in an administrative and coordinating capacity and shall not be deemed a party to any Customer's complaint between the Merchant and a Customer.

D. Partner Disclaimer

7.9 Provider does not warrant the continuous availability or performance of any services provided by a Partner. To the extent permitted by applicable law, Provider shall not be responsible for acts or omissions of any Partner, except where such liability cannot be excluded.

7.10 Provider does not guarantee that any Payment Transaction will be authorised, completed or settled successfully.

A. Circumstances Triggering Protective Measures

8.1 In order to mitigate risks, including chargebacks, Customer's complaints, fines, penalties or other liabilities, Provider and/or any Partner may take action where:

(a) Provider or a Partner reasonably determines that a Payment Transaction presents an elevated or unusual level of risk;

(b) Provider or a Partner reasonably suspects that the Merchant has breached or may breach this Agreement; or

(c) Provider identifies a material change in the Merchant's business activities or risk profile and reasonably believes that such change may adversely affect compliance with applicable laws, internal policies, Regulatory Authorisations, or Provider's or a Partner's reputation.

B. Measures Available to Provider

8.2 Where any of the circumstances set out in Clause 8.1 apply, Provider and/or a Partner may, without liability (to the extent permitted by applicable law), take one or more of the following actions:

(a) suspend or restrict, in whole or in part, the Merchant's access to the Services. Where reasonably practicable, Provider shall notify the Merchant in advance or otherwise promptly thereafter, unless such notification would compromise security or is prohibited by law;

(b) decline, block or refuse to process any Payment Transaction, including where required to comply with applicable law, Partner requirements, or to prevent fraud, money laundering, terrorist financing or other unlawful activity;

(c) reverse, cancel or refuse to settle any Payment Transaction, including returning funds to the originating account where appropriate, where such transaction is or is reasonably suspected to be in breach of this Agreement or applicable law.

C. Additional Measures for Partner-Provided Account or E-Money Services

8.3 Where the Merchant uses account, e-money or similar services provided by a Partner, such Partner may, where reasonably necessary to manage risk or comply with legal or regulatory obligations, restrict access to such services, suspend transactions, or hold or delay the release of funds.

D. Information Requests and Ongoing Disclosure

8.4 Provider may, prior to onboarding and at any time during the term of the Agreement, request information or documentation relating to the Merchant's business, ownership or activities in order to comply with applicable legal and regulatory obligations.

8.5 The Merchant shall cooperate fully with such requests and provide the requested information within a reasonable timeframe and, in any event, no later than ten (10) days from receipt of the request.

8.6 Such information may include, without limitation, details of the Merchant's business model, goods or services, customers or partners, applicable licences, corporate structure, governance arrangements, risk management procedures, AML/CTF compliance, financial statements, tax information, and identification documentation.

8.7 The Merchant shall notify Provider without undue delay of any material changes to such information and shall ensure that all information provided remains accurate, complete and up to date at all times.

8.8 The rights set out in this Section shall survive termination of the Agreement for so long as Provider or any Partner may reasonably be exposed to risks, liabilities or obligations in connection with the Services.

8.9 Any measures taken under this Section may be applied with immediate effect and without prior notice only where Provider reasonably determines that such action is necessary to mitigate risk, ensure security, or comply with applicable law.

9.1 The Provider will establish and maintain a Rolling Reserve in order to secure the Merchant's obligations under this Agreement, including but not limited to chargebacks, refunds, reversals, fees, fines, and any other amounts owed to the Provider or third parties.

9.2 The Rolling Reserve shall be funded by withholding a portion of Transaction amounts processed on behalf of the Merchant. Such withheld amounts shall be held for a defined period and released to the Merchant on a rolling basis following the expiration of the applicable holding period, subject to the Merchant having no outstanding obligations. The specific reserve percentage and holding period shall be set out in the applicable Payment Aggregator Services Agreement.

9.3 The Provider reserves a right to apply any amounts held in the Rolling Reserve toward the satisfaction of the Merchant's actual or anticipated obligations under this Agreement.

9.4 Upon termination of this Agreement, the Provider may continue to hold any Rolling Reserve funds for the duration of the applicable holding period and for such additional period as reasonably necessary to cover outstanding or anticipated liabilities, after which any remaining balance shall be released to the Merchant.

A. Data Protection

10.1 The Parties shall comply with all applicable Data Protection Laws and with any data processing agreement entered into between the Parties, which forms an integral part of this Agreement. In the event of any conflict, the terms of such data processing agreement shall prevail in relation to matters concerning personal data.

B. Intellectual Property Ownership

10.2 Except as expressly provided in this Agreement, each Party retains all right, title and interest in and to its respective products, services and Intellectual Property Rights.

10.3 The Merchant shall not, during or after the term of the Agreement, challenge, contest or otherwise infringe Provider's Intellectual Property Rights.

C. Confidential Information

10.4 Each Party may receive or have access to confidential or proprietary information of the other Party in connection with the performance of the Agreement, including information relating to the Services, systems, technology, business operations or plans ("Confidential Information").

10.5 Confidential Information shall remain the property of the disclosing Party and shall be protected as confidential.

D. Exclusions

10.6 Confidential Information shall not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully in the possession of the receiving Party prior to disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of or reference to the Confidential Information.

E. Confidentiality Obligations

10.7 The receiving Party shall:

(a) use Confidential Information solely for the purpose of performing its obligations under the Agreement;

(b) not disclose Confidential Information to any third party except as permitted under this Agreement;

(c) restrict access to Confidential Information to its employees, affiliates or agents who have a need to know and who are subject to confidentiality obligations;

(d) ensure that such persons comply with the confidentiality obligations set out herein; and

(e) apply appropriate technical and organisational measures to protect Confidential Information, using at least the same degree of care as it uses for its own confidential information and in any event no less than a reasonable standard of care.

10.8 Notwithstanding the foregoing, a Party may disclose Confidential Information where required by applicable law, regulation, court order, or by a competent authority, or where necessary for the provision of the Services, including disclosure to Partners, provided that such disclosure is limited to what is necessary.

F. Unauthorised Disclosure

10.9 The receiving Party shall promptly notify the disclosing Party of any unauthorised access to or disclosure of Confidential Information and shall cooperate in good faith to mitigate any resulting impact.

G. Termination and Survival

10.10 The obligations set out in this Section shall survive termination or expiry of the Agreement for so long as the Confidential Information remains confidential.

10.11 Upon termination of the Agreement, each Party shall, upon request, return or securely delete Confidential Information of the other Party, unless retention is required by applicable law.

A. Merchant Responsibility and Risk Allocation

11.1 The Merchant shall bear full financial, legal and operational responsibility for all Customer's complaints arising in connection with Payment Transactions, including any invalid, reversed, refunded, overpaid or underpaid transactions, and for any acts, omissions or negligence of the Merchant and its employees, agents or representatives.

11.2 The Merchant shall be liable for any losses, damages or costs incurred by Provider as a result of the Merchant's breach of this Agreement or failure to comply with its obligations.

B. Indemnification

11.3 The Merchant shall defend, indemnify and hold harmless Provider, its affiliates and Partners, and their respective directors, officers, employees, agents and representatives from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

(a) any breach of this Agreement or misuse of the Services by the Merchant;

(b) any act or omission of the Merchant or its personnel; or

(c) any violation of applicable law or infringement of third-party rights by the Merchant.

C. Limitation of Liability

11.4 To the maximum extent permitted by applicable law, neither Party shall be liable for any indirect, incidental, consequential, special or punitive damages, including loss of profits, loss of business, loss of data, loss of goodwill or business interruption, arising out of or in connection with this Agreement, regardless of the legal basis of the claim.

11.5 In all circumstances, the Provider's total cumulative liability arising out of or in connection with this Agreement shall not exceed CAD 16,500 (sixteen thousand five hundred Canadian dollars).

11.6 Nothing in this Agreement shall exclude or limit liability for fraud, wilful misconduct, or any liability which cannot be excluded or limited under applicable law.

D. Service Availability and Disclaimer

11.7 The Services are provided on an "as is" and "as available" basis. Provider disclaims all warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement, to the extent permitted by law.

11.8 Provider shall use commercially reasonable efforts to make the Services available without material interruption. The Merchant acknowledges that the Services depend on third-party systems, including Partners, payment schemes and network infrastructure, and may be subject to delays, interruptions or outages beyond Provider's control.

11.9 Provider shall not be liable for any unavailability, delay or failure of the Services caused by factors outside its reasonable control, including failures of Partners or external systems. Provider shall use reasonable efforts to remedy such issues as soon as reasonably practicable.

E. No Responsibility for Merchant Activities

11.10 Provider shall have no responsibility or liability for the nature, quality, safety, legality or delivery of the Merchant's goods or services, including any transactions conducted with Customers using the Services.

A. Commencement and Duration

12.1 This Agreement shall enter into force on the Effective Date and shall continue in effect unless and until terminated in accordance with this Section.

12.2 For the avoidance of doubt, the Effective Date of this Agreement does not constitute activation of any specific Service. Each Service shall become operational and subject to applicable fees only from its respective Service Activation Date, as defined in this Agreement.

B. Termination by Agreement or Notice

12.3 The Parties may terminate this Agreement at any time by mutual written agreement.

12.4 Either Party may terminate this Agreement for convenience by providing not less than fifteen (15) days' prior written notice to the other Party.

12.5 Termination of this Agreement shall result in the termination of the Payment Aggregator Services Agreement and any other documents forming part of the Agreement, unless expressly stated otherwise.

C. Immediate Termination Rights of Provider

12.6 Provider may terminate this Agreement with immediate effect by written notice where:

(a) the Merchant commits a material breach of this Agreement or applicable laws or regulations;

(b) Provider reasonably determines that the Merchant's activities present an unacceptable level of legal, regulatory, financial or reputational risk;

(c) the Merchant undergoes a material change in business activities or risk profile that may adversely affect Provider's or a Partner's compliance with applicable law, internal policies or Regulatory Authorisations;

(d) Provider is required to do so in order to comply with applicable law, payment scheme rules, Partner requirements or directions from a competent authority; or

(e) a Partner withdraws, suspends or materially restricts the provision of services necessary for Provider to provide the Services.

D. Communication and Deemed Termination

12.7 The Merchant shall maintain valid and accessible contact details, including an email address, for all communications under this Agreement. Any notice sent by Provider to such contact details shall be deemed received on the date of dispatch.

12.8 Where Provider has made reasonable attempts to contact the Merchant using the contact details provided, and the Merchant remains unresponsive for a continuous period of ten (10) Business Days, Provider may deem the Agreement terminated with effect from the next Business Day following such period.

E. Effect of Termination

12.9 Termination of this Agreement shall not affect any rights, obligations or liabilities accrued prior to the effective date of termination.

12.10 Upon termination:

(a) the Merchant shall immediately cease use of the Services;

(b) Provider may suspend or terminate access to the Service Portal;

(c) Provider and/or any Partner may retain, withhold or delay settlement of funds for so long as reasonably necessary to manage risk, including potential Customer's complaints, chargebacks or other liabilities;

(d) all outstanding amounts owed by the Merchant shall become immediately due and payable.

12.11 Provider may continue to process, settle or reverse Payment Transactions initiated prior to termination, and the Merchant shall remain liable for all such transactions.

F. Survival

12.12 Any provisions of this Agreement which by their nature are intended to survive termination, including provisions relating to liability, indemnification, Customer's complaints, confidentiality and payments, shall remain in full force and effect.

13.1 If any provision of this Agreement is held to be invalid, unlawful or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed and the remaining provisions shall remain in full force and effect.

13.2 No failure or delay by either Party in exercising any right or remedy shall constitute a waiver. Any waiver shall be effective only if made in writing. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

13.3 The Merchant may not assign, transfer or otherwise dispose of this Agreement, in whole or in part, without the prior written consent of Provider. Provider may assign or transfer this Agreement, in whole or in part, to any affiliate, Partner or successor entity, or in connection with a merger, acquisition or sale of assets, upon written notice to the Merchant.

13.4 Provider and/or any Partner may amend this Agreement or any applicable terms from time to time. Where such amendments materially affect the Merchant's rights or obligations, Provider shall provide prior notice to the Merchant.

13.5 The Merchant may terminate the Agreement by written notice within five (5) Business Days of receipt of such notice. If the Merchant does not terminate within this period and continues to use the Services, the Merchant shall be deemed to have accepted the amended terms.

13.6 This Agreement, including the Payment Aggregator Services Agreement and all documents incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior agreements, negotiations and understandings relating to its subject matter.

13.7 This Agreement shall be governed by and construed in accordance with the laws of Canada. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Canada, unless otherwise required by applicable law.

13.8 Neither Party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) where such failure or delay is due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, epidemics, or failures of utilities or communication networks ("Force Majeure Event"). The affected Party shall notify the other Party as soon as reasonably practicable and use reasonable efforts to mitigate the effects of the Force Majeure Event. Obligations affected by the Force Majeure Event shall be suspended for its duration.

13.9 All notices under this Agreement shall be made in writing and delivered via the contact details specified in the Payment Aggregator Services Agreement or otherwise notified by the Parties. Notices sent by email shall be deemed received on the date of transmission, unless a delivery failure notification is received.

13.10 The Parties agree that electronic signatures shall have the same legal effect as handwritten signatures, to the extent permitted by applicable law.