5. Additional Provisions
This agreement is subject to the additional provisions in Appendix B.CONFIDENTIAL Page 4 of 12 
 FP ________ Client ________
Appendix A to Services Agreement
Definitions
Definitions. In addition to the defined terms specified in the first paragraph, recitals and 
substantive provisions of this Agreement, the following terms have the meanings set forth below:
“Business Day” shall mean and refer to any day other than Saturday, Sunday, or any 
dated designated as a banking holiday in the United States or Canada.
“Certification” shall mean and refer to the successful testing of the Client Data 
Collector and FlexPay Transaction implementations which shall be attested to in 
writing by a FP certification engineer.
“Certification Date” shall mean and refer to the date Certification is achieved.
“Clean Decline” shall mean a declined payment that has yet to be retried outside of 
FlexPay, is not a test transaction, which has been returned when requested during the 
recovery process and has been sent to FlexPay in a timely manner following the initial 
decline.
“Customer” shall mean and refer to either the customer service caller or the merchant 
with whom Client has contracted to provide customer service, as appropriate.
“Customer Communication” shall mean and refer to the data exchanged between 
Client and a customer when a customer initiates a transaction, which may include 
Personal Data. 
“Decline Salvage” shall mean and refer to and refer to FP’s service which attempts 
to optimize the submission of Transactions in an effort to minimize the occurrence of 
Decline responses.
“Digest Form” shall mean and refer to any hashed or encoded representations of 
data.
“Fees” shall mean and refer to the fees specified on Exhibit A.
“FlexPay Transaction” shall mean and refer to a unique payment request on behalf 
of Client charging a consumer credit card. A FlexPay Transaction includes unlimited 
payment retries in the case that the initial request is declined.
“IS Update” means updated transaction information transmitted by the Client to FP
through the FlexPay Transaction system, which includes all required data elements.
“Marketing Data” shall mean and refer to customer lists, affiliate lists, channel partner 
relationships, or methods and strategies related to the marketing of Client’s products 
or services.
“Member Bank” shall mean and refer to any member of the Card Associations that 
provides Merchant Services to Merchant.CONFIDENTIAL Page 5 of 12 
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“Merchant Processor” shall mean and refer to a bank, financial institution or company 
that provides Merchant with a Merchant Services’ account for the processing of 
Merchant's Transactions.
“Net Declines Salvaged” shall mean and refer to the gross recovered transaction 
value less refunds on those transactions and a portion for chargebacks. The portion 
for chargebacks is based on an estimated chargeback rate as stipulated in this 
agreement multiplied by the gross recoveries less the refunds on those recoveries.
“Personal Data” means: (a) any personally identifiable information (including, without 
limitation, Cardholder Data) disclosed or otherwise provided to FP by Client pursuant 
to this Agreement that, if compromised, could result in identity theft, or (b) any more 
restrictive definition required by applicable law. 
“Transaction” means the sale of goods or services, for any of Merchant's products or 
services for which the customer issues payment through the use of a Payment Brand 
which is then presented to a Member Bank for processing and collection. Transaction 
also pertains to non-sale events, such as voids, declines, credits and refunds.CONFIDENTIAL Page 6 of 12 
 FP ________ Client ________
Appendix B to Service Agreement
Additional Clauses
1. Contractual Requirements.
1.1 Client represents, warrants, and covenants that Client shall obtain, from any 
customer initiating a transaction for which Client requests a FlexPay Transaction, all consents 
necessary for FP to access the pertinent Customer Communication to which customer is a party 
(each a “Customer Consent”). Client shall have sole control over, and be solely responsible for 
the legal adequacy of, the means used to obtain the Customer Consent. 
1.2 Availability of FP Services. Subject to the terms and conditions of this 
Agreement, FP will use commercially reasonable efforts to provide the FP Services twenty-four 
(24) hours a day, seven (7) days a week throughout the term of this Agreement. Client recognizes 
that the FP Services may be unavailable from time to time for a number reasons, including, without 
limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which FP
may undertake from time to time; or (c) causes beyond the control of FP or which are not 
reasonably foreseeable by FP including, without limitation, interruption or failure of 
telecommunication or digital transmission links, hostile network attacks, network congestion, or 
other failures (collectively, “Downtime”). Client understands and agrees that FP cannot assure 
the availability of the FP Services on a continuous or uninterrupted basis. 
2. Ownership.
2.1 FP Intellectual Property. All ownership, interest and title in and to any and all 
patents, copyrights, trademarks, trade secrets, computer programs, related documentation, 
technology, know how, processes, and other intellectual property developed by FP (or its 
predecessor-in-interest) and provided in connection with FP’s performance of the FP Services 
(collectively, the “Intellectual Property”) remains the sole property of FP. Except for the limited 
rights granted in this Agreement to receive Reports, Client does not receive nor is granted any 
licenses or rights in the Intellectual Property whether by implication, estoppel, or otherwise. Client
agrees that Client will not reverse-engineer, disassemble or decompile the Intellectual Property. 
Client will not give any third party, except Client’s employees, access to the Intellectual Property 
without FP’s prior written consent. No license to any FP Intellectual Property is granted. 
2.2 Personal Data. As between FP and Client, Client retains all ownership, interest, 
and title in and to the Personal Data. FP does not retain any human-readable account numbers. 
Personal Data submitted to FP by Client may be converted by FP to Digest Form to be used for 
statistical and/or fraud prevention purposes. FP shall retain all ownership, interest, and title in 
and to all data converted to Digest Form.
2.3 Marketing Data. As between FP and Client, Client retains all ownership, interest, 
and title in and to the Marketing Data. Subject to Section 7, FP shall not divulge, sell, share, or 
otherwise make available any Marketing Data to any third party.CONFIDENTIAL Page 7 of 12 
 FP ________ Client ________
3. Warranties.
3.1 FP General Warranty. FP warrants to Client that: (a) FP will perform the FP
Services in a commercially reasonable manner; and (b) the FP Services will conform substantially 
to the provisions of this Agreement. FP’s sole liability, and Client’s sole remedy, in the event of 
any breach of the warranty contained in this Section will be for Client to terminate this Agreement 
and cease using the FP Services.
3.2 Client Warranty. Client represents and warrants to FP that:
(a) Client has the power and authority to enter into and perform its obligations 
under this Agreement;
(b) Client has and will have for the term of this Agreement the right to provide 
the Customer Communication, including all Personal Data contained therein, and has obtained 
each Customer’s Consent to the provision of such Customer Communication to FP pursuant to 
Section 3.2; and
(c) Client has and will comply with all applicable laws and regulations, 
including without limitation, all rules, standards, and security requirements of the PCI Security 
Standards Council and any credit or debit card provider, gift card provider, or other stored value 
and loyalty program card provider, including, but not limited to, American Express, Visa, U.S.A., 
Inc., MasterCard International, Inc., Discover Financial Services, LLC, and JCB International, the 
PCI-DSS and all laws relating to the collection, processing, sharing and disclosure of Personal 
Data (including, without limitation, in the United States and the European Union) (collectively, the 
“Security Requirements”) and provides all relevant notices and obtains all necessary consents 
from its customers to the disclosure of Personal Data to FP (including, where relevant, the transfer 
of such Personal Data to the United States), and FP’s use of such Personal Data in accordance 
with the terms of this Agreement;
(d) Client will not disclose or otherwise provide any customer Personal Data to 
FP unless it has obtained consent from each such customer in accordance with (c) above, and
(e) Client is solely responsible for the privacy and security of any and all 
Cardholder Data that Client at any time accesses, stores, processes, transmits, or otherwise 
possesses.
3.3 Disclaimer of Warranty. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, 
THE FP SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND NEITHER FP NOR 
CLIENT MAKES ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, 
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANT ABILITY, 
FITNESS FOR A PARTICULAR PURPOSE, NON-INTERRUPTION, AVAILABILITY, NONINFRINGEMENT OR TITLE CONCERNING ANY SUBJECT MATTER OF THIS AGREEMENT.
4. PCI DSS Compliance.
4.1 FP agrees and acknowledges:
(a) that it is responsible for the security of cardholder data that it possesses, 
including the functions relating to storing, processing, and transmitting of the cardholder data;CONFIDENTIAL Page 8 of 12 
 FP ________ Client ________
(b) to supply the current status of FP’s PCI DSS compliance status, and 
evidence of its most recent validation of compliance upon request;
(c) that it will supply a new status report and evidence of validation of 
compliance at least annually;
(d) that it will immediately notify if it learns that it is no longer PCI DSS 
compliant and will immediately provide the client the steps being taken to remediate the noncompliance status; and
5. Indemnification. 
5.1 By Client. Client agrees to indemnify, hold harmless, and defend FP and its 
directors, officers, employees, and agents from and against any action, claim, demand, dispute, 
or liability, including reasonable attorneys’ fees and costs, arising from or relating to: (a) any 
breach by Client of any representation, warranty, covenant or obligation of Client hereunder, or 
(b) any negligence or willful misconduct of Client. Client agrees that FP will have the right to 
participate, at its expense, in the defense of any such claim through counsel of its own choosing.
5.2 Procedure. The obligations of either Party to provide indemnification under this 
Agreement shall be contingent upon the Party seeking indemnification: (a) providing the 
indemnifying Party with prompt written notice of any claim for which indemnification is sought; 
(b) cooperating fully with the indemnifying Party (at the indemnifying Party’s expense); and 
(c) allowing the indemnifying Party to control the defense and settlement of such claim.
6. Limitation of Liability. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS 
HEREUNDER, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY OTHER 
PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR 
PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER 
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, 
WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR 
OTHERWISE EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES. EACH PARTY’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES ARISING 
UNDER THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE TOTAL 
FEES PAID BY CLIENT TO FP HEREUNDER FOR THE ONE (1) YEAR PERIOD PRIOR TO 
ANY ACT OR OMISSION GIVING RISE TO ANY POTENTIAL LIABILITY.
7. Confidentiality.
7.1 Client Confidential Information. Client may provide to FP certain confidential, 
proprietary, and trade secret business or technical information of Client or other persons in 
connection with FP’s performance of the FP Services (“Client Confidential Information”). Client
Confidential Information will be clearly marked and designated as confidential; provided, however, 
that Client Confidential Information will not include any information that FP can establish: (a) was, 
at the time of disclosure, generally available to the public through no fault of FP; (b) was in FP’s 
possession on the Effective Date and was not obtained from Client; or (c) was lawfully received 
from a third party who rightfully acquired it and did not obtain it in violation of any confidentiality 
agreement. FP agrees to preserve the confidentiality of all Client Confidential Information that is 
provided by Client in connection with the Agreement, and will not disclose or make available to 
any person, or use for its own or any other person’s benefit, other than as necessary in 
performance of its obligations under this Agreement, any Client Confidential Information, unless CONFIDENTIAL Page 9 of 12 
 FP ________ Client ________
such action: (1) is required by law or regulation, but only to the extent and for the purposes of 
such law or regulation; (2) is in response to a valid order of a court or other governmental body 
but only to the extent of and for the purposes of such order, and only if FP first notifies Client of 
the order and permits Client to seek an appropriate protective order; or (3) is with written 
permission of Client and in compliance with any terms or conditions set by Client regarding such 
disclosure. FP will exercise a commercially reasonable level of care to safeguard Client
Confidential Information against improper disclosure or use. FP acknowledges and agrees that 
the Personal Data is Client Confidential Information.
7.2 FP Confidential Information. FP may provide to Client certain confidential, 
proprietary, and trade secret business or technical information of FP or other persons in 
connection with FP’s performance of the FP Services (“FP Confidential Information”). FP
Confidential Information will be clearly marked and designated as confidential; provided, however, 
that FP Confidential Information will not include any information that Client can establish: (a) was, 
at the time of disclosure, generally available to the public through no fault of Client; (b) was in 
Client’s possession on the Effective Date and was not obtained from FP; or (c) was lawfully 
received from a third party who rightfully acquired it and did not obtain it in violation of any 
confidentiality agreement. Client agrees to preserve the confidentiality of all FP Confidential 
Information that is provided by FP in connection with this Agreement, and will not disclose or 
make available to any person, or use for its own or any other person’s benefit, other than as 
necessary in performance of its obligations under this Agreement, any FP Confidential 
Information, unless such action: (1) is required by law or regulation, but only to the extent and for 
the purposes of such law or regulation; (2) is in response to a valid order of a court or other 
governmental body but only to the extent of and for the purposes of such order, and only if Client
first notifies FP of the order and permits FP to seek an appropriate protective order; or (3) is with 
written permission of FP and in compliance with any terms or conditions set by FP regarding such 
disclosure. Client will exercise a commercially reasonable level of care to safeguard FP
Confidential Information against improper disclosure or use. 
7.3 Third Party CRM and FP Confidential Information. Client acknowledges and 
agrees that third party CRM may provide to FP certain confidential, proprietary, and trade secret 
business or technical information of Client or other persons in connection with FP’s performance 
of the FP Services (“Client Confidential Information”). Client Confidential Information will be 
clearly marked and designated as confidential; provided, however, that Client Confidential 
Information will not include any information that FP can establish: (a) was, at the time of 
disclosure, generally available to the public through no fault of TFP; (b) was in FP’s possession 
on the Effective Date and was not obtained from Client; or (c) was lawfully received from third 
party CRM who rightfully acquired it and did not obtain it in violation of any confidentiality 
agreement. FP agrees to preserve the confidentiality of all Client Confidential Information that is 
provided by Client in connection with the Agreement, and will not disclose or make available to 
any person, or use for its own or any other person’s benefit, other than as necessary in 
performance of its obligations under this Agreement, any Client Confidential Information, unless 
such action: (1) is required by law or regulation, but only to the extent and for the purposes of 
such law or regulation; (2) is in response to a valid order of a court or other governmental body 
but only to the extent of and for the purposes of such order, and only if FP first notifies Client of 
the order and permits Client to seek an appropriate protective order; or (3) is with written 
permission of Client and in compliance with any terms or conditions set by Client regarding such 
disclosure. FP will exercise a commercially reasonable level of care to safeguard Client 
Confidential Information against improper disclosure or use. FP acknowledges and agrees that 
the Personal Data is Client Confidential Information.CONFIDENTIAL Page 10 of 12 
 FP ________ Client ________
7.4 Return of Materials. Upon the request of Client, and upon any termination or 
expiration of this Agreement, FP will return all Client Confidential Information to Client and erase 
and remove all copies of all Client Confidential Information from any computer equipment and 
media in FP’s possession, custody, or control, except for Cardholder Data which has been 
converted to Digest Form as provided for in Section 5.2. Upon the request of FP, and upon any 
termination or expiration of this Agreement, Client will return all FP Confidential Information and 
any other Intellectual Property to FP and erase and remove all copies of all FP Confidential 
Information and any other Intellectual Property from any computer equipment and media in 
Client’s possession, custody or control.
7.5 Security Breach. In the event of any unauthorized disclosure of Cardholder Data, 
or any unauthorized intrusion, penetration, or security breach involving Client’s systems or 
facilities (each, a “Security Breach”), Client shall (a) immediately notify FP in writing of any 
Security Breach and furnish FP with the full details of whether such Security Breach involved 
Cardholder Data that had been previously provided to FP as part of a CRM Transaction; and 
(b) promptly repair and/or remedy the causes of such Security Breach and deliver written notice 
of such remedy to FP. Provision of the FP Services shall be suspended immediately upon FP’s 
receipt of notification of a Security Breach and shall not be reinstated until Client provides written 
notice that the causes of such Security Breach have been remedied. In addition to any other 
indemnification obligation of Client set forth in this Agreement, Client shall indemnify, defend, and 
hold harmless FP, its affiliates, and its and their respective officers, directors, employees, 
representatives, agents, licensors, attorneys, heirs, successors, and assigns, from and against 
any costs, claims, losses, judgments, liabilities, and damages, and all related expenses (including 
reasonable legal fees, court costs, and disbursements and costs of investigation, litigation, 
settlement, judgment, interest, fines and penalties) (collectively, “Losses”), to the extent such 
Losses arise out of or in connection with (1) a Security Breach, or (2) Client’s failure to notify FP
of a Security Breach. FP will have no liability to Client for any failure or deficiency on the part of 
Client that results in Cardholder Data being disclosed, corrupted or otherwise compromised.
8. Optimizations to Submission Strings
In making every effort to recover client's customers, FlexPay may, from time to time, 
modify the transaction request string. Client understands and agrees that this may include, but is 
not limited to, modifying any fields in the transaction being submitted to the gateway, at FlexPay's 
discretion. Should a Client mandate that no changes are permitted, the Client must notify FlexPay 
in writing 30 days before this change is to take effect.
9. General Provisions.
9.1 Independent Contractors; No Third-Party Beneficiary. The Parties and their 
respective personnel are and will be independent contractors and neither Party by virtue of this 
Agreement will have any right, power or authority to act or create any obligation, express or 
implied, on behalf of the other Party. This Agreement is for the benefit of the Parties only, and 
there are no third-party beneficiaries of this Agreement.
9.2 Assignment. Neither Party may assign any of its rights, duties or obligations 
under this Agreement to any person or entity, in whole or in part, without the consent of the other 
Party; provided, however, that either Party may assign this Agreement to a successor of that Party 
as a result of a merger, reorganization or sale of all or substantially all of the assets to which this 
Agreement pertains. Any attempted assignment in violation of the foregoing is void and will be a 
material breach of this Agreement. Subject to the foregoing, this Agreement is binding upon and CONFIDENTIAL Page 11 of 12 
 FP ________ Client ________
will inure to the benefit of the Parties’ respective successors, heirs and assigns. Notwithstanding 
the provisions of this Section 8.2, FP may, at its sole and unfettered discretion, assign any of its 
rights, duties or obligations under this Agreement to any person or entity for any reason 
whatsoever including but not limited to as a result of a merger, reorganization or sale of all or 
substantially all of the assets to which this Agreement pertains.
9.3 Force Majeure. Neither Party is responsible for delays or failures in performance 
(other than payment) resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, 
embargoes, changes in governmental regulations, epidemics, fire, communication line failures, 
power failures, earthquakes and other disasters beyond the reasonable control of such Party 
(each, a “Force Majeure”). If a claim by a Party for release of its obligations under this Section 
exceeds sixty (60) days, then the other Party has the right to terminate this Agreement without 
penalty of any kind. Neither Party is entitled to relief under this Section to the extent that any 
event otherwise constituting an event of Force Majeure results from the negligence or fault of 
such Party or its employees or agents.
9.4 Waiver. No waiver of any provision hereof or of any right or remedy hereunder 
will be effective unless in writing and signed by the Party against which such waiver is sought to 
be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise 
of any right or remedy hereunder will constitute a waiver of any other right or remedy, or future 
exercise thereof.
9.5 Severability. If any provision of this Agreement is determined to be invalid under 
any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of 
the Agreement will remain enforceable.
9.6 Notice. All notices will be in writing and will be deemed to be delivered when 
received by certified mail, postage prepaid, return receipt requested, or when sent by facsimile 
with machine-generated confirmation of transmission without notation of error. All notices will be 
directed to the Parties at the respective addresses or facsimile numbers given below or to such 
other address or facsimile number as either Party may, from time to time, designate by notice to 
the other Party.
9.7 Amendment. No amendment, change, waiver, or discharge hereof will be valid 
unless in writing and signed by both Parties.
9.8 Governing Law. The interpretation, validity and enforcement of this Agreement, 
and all legal actions brought under or in connection with the subject matter of this Agreement, 
shall be governed by the law of the Province of Quebec (except that any conflicts-of-law principles 
of such state that would result in the application of the law of another jurisdiction shall be 
disregarded). Any legal action brought under or in connection with the subject matter of this 
Agreement shall be brought only in Canadian federal courts or Quebec provincial courts located 
in Montreal, QC. Each Party submits to the exclusive jurisdiction of these courts and agrees not 
to commence any legal action under or in connection with the subject matter of this Agreement in 
any other court or forum. 
9.9 Counterparts. This Agreement may be executed in any number of counterparts 
and each such executed counterpart will be deemed to be an original instrument, but all such 
executed counterparts together will constitute one and the same instrument.CONFIDENTIAL Page 12 of 12 
 FP ________ Client ________
9.10 Further Assurances. Each Party agrees at its own expense, to execute, 
acknowledge, and deliver any further documents and instruments reasonably requested by the 
other Party, and to take any other action consistent with the terms of this Agreement that may 
reasonably be requested by the other Party, for the purpose of consummating the transactions 
contemplated by this Agreement.
9.11 Entire Agreement. This Agreement, together with all Exhibits attached hereto, 
which are incorporated herein by reference, constitutes the complete and exclusive statement of 
all mutual understandings between the Parties with respect to the subject matter hereof, 
superseding all prior or contemporaneous proposals, communications and understandings, oral 
or written.
FP shall have the right to reference this Agreement and the identity of the Client in any 
publicity or marketing campaign to promote its business. FP shall also have the right to make a
public announcement/press release concerning the signing of this Agreement with Client so long 
as FP informs the Client of the contents of the announcement/press release proposed to be made. 
FP shall use its reasonable efforts to obtain Client’s approval for the announcement/press release, 
which approval may not be unreasonably withheld. Once the content is approved the 
announcement/press release shall be on a joint basis unless the Client agrees otherwise