The updates are in bold - 6.6.1 & 6.6.3

RBC PayEdge Terms of Service

These terms of service (“Terms of Service”) apply to Company’s access to and use of the Service. By accepting these Terms of Service, Company activates the capacity to make and/or receive payments, and agrees to the following provisions:

1. Use of the Service. WayPay Inc., a direct wholly-owned subsidiary of Royal Bank of Canada, (“WayPay”) shall provide, and Company shall purchase, business services which, (i) facilitate the making and/or receiving of payments, and (ii) provide payment status, remittance detail and certain other reporting, through use of the Service. Use of Service by Company is subject to Company’s compliance with these Terms of Service, and is restricted to Users. Company will cooperate with the WayPay Parties during the implementation and use of the Service for and by Company, which includes, but is not limited to, assisting in the enablement of the Suppliers. These Terms of Service incorporate by reference WayPay’s Privacy Policy. Please see the Website for more details.

2. Licence to Use Company Data. Company hereby grants to WayPay and WayPay Parties an irrevocable, perpetual, world-wide, non-exclusive license to use, reproduce, store, encode, resize, reformat, host, process and otherwise modify, translate, maintain or prepare derivatives, and perform, display, disseminate and distribute the Company Data as may be necessary for WayPay and WayPay Parties to provide the Service to Company; to verify Company’s identity and understand its financial situation and background; to determine, and make decisions about, the eligibility of Company for the Service or other products and service provided by the WayPay Parties; to communicate to Company any benefit, feature or other information about the Service or other products and service provided by the WayPay Parties; and as required or permitted by Applicable Laws. For such purposes, WayPay may share any Company Data with other Persons, including, without limitation, the WayPay Parties, Regulatory Authorities, and any Person Company requests. Company represents and warrants that it has the right to grant the licence above.

3. Fees.

3.1. Company will pay to WayPay fees for Company’s use of the Service in one of two ways:

(a) A flat, monthly fee payable by Company by pre-authorized payments (the “SaaS Fees”) which include transactions as set out in the fee schedules provided to Company by WayPay from time to time, which WayPay may amend or otherwise change at any time; or

(b) on a per-Transaction basis (“Pay-Per-Play Fees” and together with SaaS Fees, “Fees”). Pay-Per-Play Fees will be charged by WayPay and payable by Company for each Transaction, and will be disclosed to Company at the time that Company submits a Request for Payment. Pay-Per-Play Fees are subject to change by WayPay at any time.

Fees associated with the Service are made available on the Website, or otherwise provided to Company. All amounts expressed therein are in Canadian dollars unless otherwise noted.

3.2. If available, Company may elect to receive additional fee-based services, such as custom reporting and custom remittance details. Any such services and associated fees will be mutually agreed upon by the parties.

4. Foreign Payments. WayPay, in its sole discretion, may, upon notice, hold, review or charge additional fees for Foreign Payments. If a Transaction requires conversion of funds from one currency to another currency, unless otherwise agreed in writing by WayPay, WayPay may convert the funds to the applicable currency at the applicable currency conversion rate established for such purpose by WayPay in its discretion. WayPay will not be responsible for any loss or damage relating to foreign currency conversions.

5. Taxes. Company shall pay all applicable taxes incurred by its use of the Service.

6. Making and Receiving Payments via the Service

6.1. Payments and RBC PayEdge Wallet.

6.1.1. Company acknowledges that each payment consists of two Transactions:

(a) Company Funding; and

(b) Supplier Payment.

6.1.2. Company may maintain a balance in their RBC PayEdge Wallet, which may be used for Supplier Payment. WayPay may combine Company’s balance(s) with the balances of other customers and may invest those funds in liquid investments. WayPay owns the interest or other earnings on these investments. These pooled amounts are held separate from WayPay’s corporate funds, and WayPay will neither use these funds for its operating expenses or any other corporate purposes nor will it voluntarily make these funds available to its creditors in the event of bankruptcy. WayPay is not a bank and does not itself take deposits. Company will not receive any interest on the funds held with WayPay. Any balance Company holds in a RBC PayEdge Wallet represents an unsecured claim against WayPay.

Any balance in an RBC PayEdge Wallet may be used as a source of funds for Supplier Payments and/or Fees. Payments received by Company through the Service may be transmitted to the Company’s RBC PayEdge Wallet. The RBC PayEdge Wallet cannot be used outside of the Service.

6.2. Payment Methods.

6.2.1. Company shall provide one or more valid Payment Methods, to be selected with each Request for Payment, which will be used to pay for:

(i) Company Funding; and,

(ii) the Fees.

6.2.2. WayPay may change the accepted Payment Methods at any time. If WayPay no longer accepts a Payment Method that was previously accepted by WayPay, and Company submits a Request for Payment using that previously accepted Payment Method, Company’s payment will not be processed. WayPay will not be liable for any damages caused by a change in accepted Payment Methods. For clarity, a Payment Method that is accepted for payment of Fees may not be accepted for payment of Company Funding, and vice versa.

6.3. Scheduled Payments.

6.3.1. Company may use the Service to make Requests for Payment specifying one or more future dates on which a payment is to be processed by WayPay (a “Scheduled Payment”). Once a Request for Payment for a Scheduled Payment is submitted by Company, WayPay will not be required to provide any notice in advance of the date of the Scheduled Payment. Company will be responsible for ensuring that the Payment Method applied to any Scheduled Payment will be valid on the date the Scheduled Payment is processed by WayPay.

6.3.2. Cancelling Scheduled Payments. Company may cancel a Scheduled Payment at any time up to the day prior to the date of the Scheduled Payment. Once WayPay has begun processing a Request for Payment for a Scheduled Payment, the Scheduled Payment cannot be cancelled. For any cancelled Scheduled Payment, the Company Funding will be returned to Company, less any fees incurred by WayPay for the Company Funding Transaction.

6.4. Payment Limitations. WayPay reserves the right to impose limitations on the size, frequency and time frame of payments per User.

6.5. Supplier Payments.

6.5.1. WayPay makes no guarantees, warranties, representations or commitments regarding when a Supplier Payment will be received by a Supplier. Company acknowledges that any timeline provided by WayPay regarding Supplier Payment is an estimate only. WayPay will not be liable for any fees, penalties or late payment interest charged to Company by a Supplier or any third party as a result of a delay in Supplier Payment. It is the Company’s responsibility to only approve payments after Company has confirmed Supplier has shipped the goods or delivered the services. Company accepts all risks associated with non-performance of Supplier.

6.5.2. WayPay will not be liable for any failure to complete or delay in completing any Supplier Payment for any reason, including but not limited to, any of the following:

(a) A Company Funding is incomplete for any reason, including but not limited to, if a Payment Method does not contain sufficient funds or available credit, or the charge is rejected or returned by Company’s bank or financial institution;

(b) the Supplier rejects or returns the Supplier Payment to WayPay for any reason;

(d) the Service is unavailable as indicated on the Website and/or Company knew or WayPay has informed Company about the problem before Company submits a Request for Payment;

(e) Company has provided WayPay with incorrect information about its Supplier;

(f) A Supplier mishandles or delays handling or posting any Supplier Payment received;

(g) any Force Majeure Event.

6.5.3. Fund Holds. WayPay may, in its sole discretion, place holds on payments to verify Company’s identity or the identity of any Supplier, or the legality of a Payment Method or Request for Payment. WayPay may request, and Company shall provide, additional information regarding a payment before a hold is released. In addition to holds, WayPay reserves the right to deny or reverse payments at its own discretion, independent of availability of credit from financial institutions. WayPay will not be liable for any fees, penalties or late payment interest charged to Company by a Supplier or any third party as a result of a delay in payments that are held, denied or reversed.

6.6 Foreign Exchange

6.6.1. Foreign Exchange Deal. Company agrees that a valid and binding transaction will occur upon the issuance by WayPay of an order number (“Order Number”) for a transaction that Company has sent to WayPay using the Service. Company understands that WayPay is under no obligation to enter into any transaction, and that if an Order Number is not issued to Company for a transaction sent to WayPay, then the transaction is not binding on either party. Company further understands and agrees that Foreign Exchange transactions will be settled using a valid Payment Method via the Service.

6.6.2. Reliance on Settlement Information. WayPay is entitled to rely on all settlement information provided by Company and is therefore under no obligation to check for accuracy, sufficiency, inconsistency or timeliness of any information provided to it. Company is responsible for all input errors and is obligated to inform WayPay promptly of any disputed transactions or settlement thereof.

Where Company has instructed WayPay to direct funds to a third party beneficiary in respect of a transaction, payment by WayPay in accordance with such direction shall discharge all obligations of WayPay in respect of such transaction.

6.6.3. Modification of Settlement Instructions. Company may not modify the financial particulars of a transaction once an Order Number is issued for that transaction. Financial particulars consist of the currency codes, currency amounts, exchange rate, and the value date.

Once an Order Number is issued for a transaction, if Company wishes to modify its settlement instructions, notification must be given to WayPay by the following cut-off times: 11:30 a.m. EST and 4:30 p.m. EST, depending on when the Order Number was issued. Upon receipt of the modifying instructions, WayPay will at its sole option endeavor to implement them, but WayPay will not be liable to the Company for any failure to do so. Company discharges and will indemnify WayPay from and against any losses, expenses, claims, actions, damages or liabilities incurred by WayPay as a result of the implementation of, or the failure to implement, such modifying instructions.

6.6.4. Cancellation of a Deal. If Company advises WayPay that a specific transaction, for which an Order Number has been issued, is to be cancelled, WayPay may attempt to reverse the transaction, but WayPay does not have any obligation to do so. Company must pay WayPay's cost for complying with the cancellation request together with any service charge, as determined by WayPay. However, failure to cancel the specific transaction will not constitute a breach of WayPay’s responsibilities. Company will be responsible for all such transactions that are settled and not cancelled.

6.7. Refunds.

6.7.1. Company acknowledges that upon receipt of the Supplier Payment by a Supplier, WayPay will have completed delivery of the Service for that payment pursuant to these Terms of Service. If Company wishes to request a refund from a Supplier for any reason, Company shall make any such request directly to the Supplier. Company acknowledges that WayPay is not a party to any transaction between Company and any Supplier. Company will address any dissatisfaction with the goods or services delivered, or not delivered, by a Supplier directly with such Supplier.

6.7.2. If a Supplier agrees to refund a Supplier Payment, WayPay will use commercially reasonable efforts to facilitate the processing of the refund from the Supplier through the Service, by accepting a refund of the Supplier Payment and transferring the refund or a portion thereof to Company. WayPay will not reimburse Company for the Fees incurred on the refunded Transactions, and may in its sole discretion, charge additional fees if appropriate.

6.8. Discrepancies and Errors.

6.8.1. If, upon review of the statement of account associated with Company’s Payment Method (as provided by Company’s financial institution), Company believes that a Transaction has been made in error, or otherwise not in compliance with a Request for Payment, or that Fees have been charged in error, Company will notify WayPay via email at service@rbcpayedge.com as soon as possible and, in any event, in no less than sixty (60) days after the date of the Transaction. Company shall specifically detail the following information in any such notice:

(i) Company’s full legal name;

(ii) the email address associated with Company’s account for the Service;

(iii) the date of the disputed Transaction;

(iv) the amount of the disputed Transaction;

(v) the name of the Supplier associated with the disputed Transaction;

(vi) the Payment Method associated with the disputed Transaction and the related financial account information;

(vii) if available, the confirmation number provided by Company’s financial institution associated with the disputed Transaction; and

(viii) the nature and details of the disputed Transaction.

If Company fails to send written to notice to WayPay as set out in this Section, WayPay will have no obligation or liability to make any corrections.

6.8.2. In the event that WayPay inadvertently duplicates a Transaction or processes a Transaction for an amount other than the amount indicated in a Request for Payment, or if WayPay causes funds from Company’s Payment Method to be directed to a Supplier which does not comply with the instructions in a Request for Payment, WayPay will use commercially reasonable efforts to either pay the Supplier the difference, or recover any excess payment from the Supplier, as applicable. In the event that WayPay is unable to recover any excess payment made to a Supplier, Company shall cooperate with and assist WayPay in communicating with the applicable Supplier to recover the excess payment amount. In the event that such amount is owing to:

(i) Company,

(a) if the amount is refunded to WayPay by the Supplier, WayPay shall refund such amount to Company, or

(b) if the amount is refunded or credited to Company by the Supplier, WayPay will have no further obligation to Company with respect to such amount, or

(ii) WayPay,

(a) if the amount is refunded to Company by the Supplier, Company shall return such amount to WayPay immediately in a form acceptable to WayPay, or

(b) if the amount is refunded or credited to WayPay by the Supplier, Company will have no further obligation to WayPay with respect to such amount.

7. Access and Use of the Service.

7.1. Access. Company shall identify one or more Users. Company shall permit only Users to access and use the Service. Company shall ensure each User is properly authorized to use the Service on Company’s behalf, and that the User Permissions given to the User correspond to the User’s authority to act on Company’s behalf. WayPay may, in its discretion, with or without prior notice, accept, reject, change or terminate the User Permissions given to each User. Company shall ensure each User complies with these Terms of Service. Company is responsible for all actions and omissions of Users, and all actions and omissions of Users are binding on Company. Company shall ensure all information provided to WayPay about each User, including the name, mailing address, email address, telephone and mobile numbers and other contact information for each User, is the correct and current information for the User acting in a business capacity on Company’s behalf. Company will ensure all necessary changes are made to the Service and User Permissions in the event of a change to a User’s authority or information. Company is bound by any change made by a User. WayPay is not responsible for verifying or changing the authority or information of any User.

WayPay, Company or a User on behalf of Company will assign a user ID and password (together, “Access ID”) to each User. WayPay has no obligation to verify the identity of any Person who gains access to the Service by means of an Access ID. Company is solely responsible for monitoring its Users’ access to and use of the Service, and for any failure by any User to comply with these Terms of Service. Company shall immediately take all necessary steps to effect the termination of an Access ID for any User if there is any compromise in the security of that Access ID or if unauthorized use is suspected or has occurred. Company is responsible for any and all activities that occur under each Access ID. WayPay will not be liable for any loss or damage that Company or any third party may incur as a result of anyone using the Access IDs, either with or without Company’s knowledge, except and only to the extent that WayPay solely caused such loss or damage.

7.2. No Third Party Use. The Service may not be used, directly or indirectly, by, for, or on behalf of any Person other than Company.

7.3. Suspension or Termination of Access. WayPay may suspend and or terminate Company’s access to all or a portion of the Service for any reason whatsoever at any time without prior notice, all in WayPay‘s sole discretion. Company may terminate these Terms of Service at any time by giving WayPay written notice at least sixty (60) days prior to the effective date of termination, or as otherwise mutually agreed in writing by the parties. For greater certainty, termination of these Terms of Service will result in termination of the Service at the same time.

7.4. Required Technology. In order to use the Service, Company’s equipment and software must meet the minimum requirements communicated by WayPay to Company from time to time, including use of an active and valid email address. This includes ensuring that Company’s operating system and web browser are current. Unless Company updates its equipment and software, it may cease to be adequate to access the Service in which case Company’s sole and exclusive remedy is to discontinue its use of the Service. WayPay may make certain software available to Company that requires installation on Company’s hardware equipment. The supporting technology and services necessary to access the Service are subject to change by WayPay.

7.5. Security. Company will be responsible for and will at all times have in place commercially reasonable procedures to ensure the security and confidentiality of the Service and Access IDs. Company is responsible for ensuring that Access IDs will only be provided to and used by Users properly authorized on its behalf for such purpose in connection with the Service. Company will be bound by any use, including any actions or omissions resulting from the use, of any Access ID in connection with the Service. Company recognizes that possession of an Access ID by a Person may result in the Person having access to, and being able to use, the Service. The use of an Access ID is deemed to be conclusive proof that such use is authorized by, and enforceable against, Company.

8. Intellectual Property Rights; Licence Rights and Terms

8.1. Rights. Notwithstanding anything herein to the contrary, WayPay maintains all rights, title and interests in Website, the Solution, the Service and the information and data collected through any of the foregoing.

8.2. User Licence. Subject to the terms and conditions set out in these Terms of Service, WayPay hereby grants each User a limited, non-transferable, non-exclusive licence to permit such User to access and use the Service for the sole purpose of making and managing Company’s payments and/or creating reports relating thereto solely during the Term.

8.3. RBC PayEdge Technology. WayPay will retain all rights and interest to and in the RBC PayEdge Technology.

8.4. Restrictions. Neither Company nor its Users may: (i) remove any copyright or trademark notices, or other proprietary legends from the RBC PayEdge Technology; (ii) sub-license, lease, rent, assign, transfer or distribute the RBC PayEdge Technology or any information, software, products or services obtained through the Service to any third party; (iii) alter, modify, copy, enhance or adapt the RBC PayEdge Technology; (iv) attempt to reverse engineer, convert, translate, decompile, disassemble or merge the RBC PayEdge Technology with any other software or materials or otherwise attempt to obtain the source code to the Service; (v) otherwise create or attempt to create any derivative works from the RBC PayEdge Technology; (vi) use the RBC PayEdge Technology for any purpose that is unlawful or prohibited by these Terms of Service; (vii) attempt to obtain any materials or information through any means not intentionally made available through the RBC PayEdge Technology; or (ix) attempt to gain unauthorized access to the RBC PayEdge Technology, other Access IDs, or computer systems or networks connected to any WayPay server or to the RBC PayEdge Technology, through hacking, password mining or any other means. Notwithstanding the foregoing, Company may download, keep or merge reports generated by Company through the Service. WayPay retains all proprietary rights to the format and arrangement of any and all reports generated through the Service.

8.5. Company shall, and shall ensure that each User shall, (i) comply with all Applicable Laws with respect to the Service, including, but not limited to, laws related to the export of technical or personal data; (ii) only use the Service with content and data for which Company has all necessary rights; and (iii) use the Service in accordance with any Documentation, as it may be provided by WayPay and/or amended from time to time.

9. Disclaimers.

9.1. WayPay makes no representation regarding Company, any Supplier or the accuracy of the information obtained by use of the Service.

9.2. WayPay makes no representation that the Service or any materials provided through the Service, is appropriate or available for use in locations outside of Canada, and accessing them from territories where their contents are illegal is prohibited. Users who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local Applicable Laws. The WayPay Parties, will not be responsible for any third party’s software, service or hardware the WayPay Parties provide or use in providing the Service. The WayPay Parties will not be responsible for the interception or delay of data transmitted to or from Company.

9.3. COMPANY EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT ITS SOLE RISK. THE SERVICE IS MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE” BASIS. COMPANY AGREES THAT ITS ACCESS TO AND USE OF THE SERVICE IS AT ITS OWN RISK. WAYPAY HEREBY EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF AND THE WAYPAY PARTIES, ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE AND EXPRESS OR IMPLIED WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; AND (iii) NONINFRINGEMENT. WAYPAY DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE INTERNET, AND/OR COMPANY’S COMPUTER EQUIPMENT. AT TIMES, ACTIONS OR INACTIONS OF THIRD PARTIES CAN IMPAIR OR DISRUPT COMPANY’S CONNECTIONS TO THE INTERNET AND/OR THE SERVICE. ACCORDINGLY, WAYPAY DISCLAIMS ANY AND ALL LIABILITY RESULTING THEREFROM.

10. Limitation of Liability; Indemnification

10.1. WAYPAY’S LIABILITY UNDER THESE TERMS OF SERVICE IS LIMITED TO DAMAGES DIRECTLY ARISING SOLELY OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF WAYPAY, AND COMPANY HEREBY RELEASES THE WAYPAY PARTIES FROM ALL CLAIMS, DEMANDS OR DAMAGES FOR OTHER LOSSES. IN NO EVENT WILL THE WAYPAY PARTIES BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, EXEMPLARY, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF THE USE OF OR INABILITY TO ACCESS OR USE THE SERVICE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, LOST COMPANY DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, ANY OMISSION OR INACCURACY IN THE INFORMATION PROVIDED BY COMPANY OR ANY SUPPLIER, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS. THE WAYPAY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THROUGH CLAIMS FOR INDEMNIFICATION) TO COMPANY FOR ANY ACCESS OR USE OF COMPANY DATA BY COMPANY OR ANY THIRD PARTY.

10.2. Company agrees to indemnify, defend, and hold harmless the WayPay Parties from and against any and all loss, damage, settlement, or expense (including reasonable legal expenses) in connection with any third party claim resulting from or arising out of our possession, use or handling of any Company Data, security breaches, misappropriation of confidential or proprietary information, including without limitation, any infringement, misappropriation or violation of any patents, copyrights, trademarks, trade secret rights or other proprietary rights, or rights of any Persons, including without limitation, rights of publicity or privacy.

10.3. Except to the extent caused directly by WayPay’s gross negligence or wilful misconduct, Company indemnifies and holds harmless the WayPay Parties from and against any and all loss, damage, settlement, or expense (including reasonable legal expenses) in connection with these Terms of Service, the Service, or any other dealings between the WayPay Parties and Company.

11. Confidentiality

11.1. Company will regard and preserve as confidential all information related to the Solution, the Service, and any Documentation, and any information which is identified as confidential or other similar designation, or would otherwise reasonably be understood to be confidential under the circumstances, by treating such information in the same way that Company prudently treats its own information of like kind, except as expressly authorized in writing by WayPay to disclose such information.

11.2. These obligations of confidentiality will not apply to information that is already known to Company, independently developed by Company, received by Company from a third party or available in the public domain.

11.3. Company acknowledges that irreparable injury may be caused to WayPay in the event of unauthorized use of WayPay’s confidential information, and agrees that preliminary and permanent injunctive relief may be appropriate in the event of breach of this Section 11.

11.4. The provisions of this Section 11 shall survive termination or expiration of these Terms of Service.

12. Company Conduct.

12.1. Compliance. Company will use the Service in accordance with these Terms of Service and indemnify WayPay for all liabilities, costs and expenses (including without limitation fees, fines, penalties and reasonable legal fees) incurred by WayPay from Company’s and any Users’ failure to so comply or for Company’s or Users’ negligence or willful misconduct in the use of the Service or the RBC PayEdge Technology. If WayPay has grounds to believe that Company is using the Service for any improper purpose, WayPay may immediately suspend or terminate Company’s access to and use of the Service and Company will be notified of such suspension or termination. Upon termination of Company’s access and use of the Service, these Terms of Service will automatically terminate.

12.2. Restricted Activities. In connection with Company’s use of the Service, or in the course of Company’s interactions with WayPay, Company shall not:

(a) act in a manner that is defamatory, trade libelous, threatening or harassing;

(b) provide WayPay with false, inaccurate or misleading information;

(d) refuse to cooperate in an investigation or provide confirmation of Company’s identity or any information Company provides to WayPay;

(e) use an anonymizing proxy;

(f) use the Service in a manner that WayPay, or members of the electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of the card association or network rules;

(g) use the Service to obtain a cash advance from a credit card or to assist a third party in obtaining a cash advance;

(h) take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

(i) take any action that may cause WayPay to lose any of the services from WayPay’s credit card or debit card processors or other suppliers;

(j) use the Service other than for legitimate transactional purposes;

(k) use the Service to operate or engage in any business regulated by the Financial Transaction and Reports Analysis Centre of Canada or Crimes Enforcement Network (FinCEN) or any other relevant Regulatory Authority. Such businesses include but are not limited to money service businesses or virtual currency exchanges; or

(l) resell, reskin or otherwise distribute the Service, in whole or in part, to other individuals or businesses.

12.3. Breaches of Security. Company shall not (a) breach or attempt to breach the security of any network, servers, data, computers or other hardware relating to or used in connection with the Service or belonging to or used or leased by any other customer of WayPay or any third party that is hosting or interfacing with any part of the Service; (b) download or attempt to download the Service; or (c) use or distribute through the Service any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Service or the operations or assets of any other customer of WayPay or any third party, including but not limited to viruses, Trojan horses, worms or other computer programming routines;

12.4. Company represents and warrants that on each date that it enters into a transaction with WayPay: (i) it has the requisite power and authority and is duly authorized to enter into these Terms of Service, to use the Service and to enter into and execute each transaction on the Service; (ii) it has or will prior to entering into any transaction obtain all regulatory and other consents and all necessary exchange control permissions to enable it to enter into and fulfill its obligations in respect of such transaction; (iii) the execution, delivery and performance of these Terms of Service and the execution of each transaction shall not violate any applicable law, regulation, rule, authority or ordinance, by-law or internal policy applicable to Company; (iv) it understands that WayPay Parties may be active participants in the markets for the foreign currencies that are the subject of transactions executed through the Service; (v) it understands that the prices or rates posted on the Service are not to be used for valuation purposes and should not be relied upon for such purposes; (vi) that it is acting for its own account, and has made its own independent decision to enter into these Terms of Service and any transaction using the Service based upon its own judgment and upon the advice of any advisors as it has deemed necessary; (vii) it understands that WayPay is acting as principal and not as an agent, fiduciary or advisor, and Company is not relying on any communication (written or oral) of WayPay Parties as investment advice, a recommendation to enter into a transaction or an assurance of expected results of a transaction and (viii) only use the Service with content and data for which Company has all necessary rights.

In connection with WayPay Parties market making and other activities, it may engage in hedging, including pre-hedging, to facilitate customer transactions and hedge the associated market risk. Such activities may include trading ahead of order execution. These transactions will be designed to be reasonable in relation to the risks associated with the potential transaction with Company. These transactions may affect the price of the underlying currency, and consequently, Company’s cost or proceeds. WayPay Parties also may take proprietary positions in certain currencies. Company should assume WayPay Parties have an economic incentive to be a counterparty to any transaction with Company. Again, Company has no interest in any profit associated with this activity.

12.5. If WayPay believes that Company has engaged in any restricted activities or violated any of the provisions set out in this Section 12 or otherwise in these Terms of Service, WayPay may take various actions to protect itself, a third party or Company from fees, fines, penalties and/or any other liability. These actions may include, but are not limited to the following:

(a) close, suspend or limit Company’s access to the Service (such as limiting Company’s ability to make Requests for Payment);

(b) update inaccurate information provided by Company;

(d) contact Company’s financial institution or inform law enforcement or impacted third parties of Company’s actions;

(e) take legal action against Company.

12.6. Accuracy of Information. Company is responsible for the accuracy and completeness of all information provided to WayPay, including, without limitation, the Company Data, and WayPay is authorized and directed to rely on such information. WayPay is under no duty to detect any inaccurate, inconsistent or incomplete information provided to it in connection with the Service.

13. Anti-Money Laundering and Anti-Terrorist Financing

13.1. General. Each time the Service is used, Company implicitly represents and warrants to, and covenants with, WayPay that: (i) it is not, and the Service will not be used, directly or indirectly, by, for, or on behalf of, a Money Services Business or Restricted Business; (ii) it does not and will not conduct business in, or with individuals or entities located in, countries in contravention of Applicable Laws; (iii) to the best of its knowledge, no Regulatory Authority or other Person has ever conducted any type of investigation related to any activity in contravention of Applicable Laws relating to anti-money laundering or anti-terrorist financing with regard to accounts or financial transactions of Company, or any accounts or financial transactions under the control of Company.

13.2. Non-Public Bodies or Entities. If Company is not a public body or a publicly traded entity, each time the Service is used Company implicitly represents and warrants to, and covenants and agrees with, WayPay that: (i) to the best of its knowledge, no Regulatory Authority or other Person has ever conducted any type of investigation related to any activity in contravention of Applicable Laws relating to anti-money laundering or anti-terrorist financing with regard to accounts or financial transactions of, or controlled by, any Person related to or affiliated with Company, or any director or officer of Company or any Person related to or affiliated with Company; (ii) none of Company, any Person related to or affiliated with Company, or any director or officer of Company or a Person related to or affiliated with Company, has been accused or convicted of an offence related to money laundering or terrorist financing; (iii) none of the assets of Company, any Person related to or affiliated with Company, or, to the best of its knowledge, of any director or officer of Company or any Person related to or affiliated with Company, have been frozen or subject to seizure due to an allegation of money laundering, terrorist financing, or other illegal activity involving accounts or financial transactions; and (iv) the composition of its ownership and control structure is not in contravention of Applicable Laws, specifically with respect to shareholders connected to jurisdictions affected by Applicable Laws. The foregoing does not apply with respect to routine and regular examinations of a Person by a Regulatory Authority in the normal and ordinary course of business, provided the Regulatory Authority has determined that Company, each Person related to or affiliated with Company, and each director or officer of Company and each Person related to or affiliated with Company, is in full compliance with Applicable Laws relating to anti-money laundering, anti-terrorist financing, and other illegal activity.

14. Communication Rules

14.1. Consent to Electronic Communications.

a) Company and WayPay consent to receive notices or other communications (“Communications”) from each other in connection with Company’s use of the Service by electronic means, via the Website, the Solution, and/or email. WayPay may also provide Communications to Company in writing to the address provided within the Service. If Company contact information changes at any time, Company shall update it within the Service. Company assumes full responsibility for the risks associated with the communication methods used in connection with the Service, including the risks that the use of mail, courier, email, or communications via the Website or the Solution is not secure, reliable, private, or confidential, and such communications may not be received by the intended recipient in a timely manner or at all.

b) Any log or record automatically generated by the system relating to information made available through the Service or concerning transactions effected through the Service shall be conclusive evidence of such information except in the instance of manifest error. Company consents to the recording (whether by computer or by other means) of any communication (electronic or otherwise) in connection with the use of the Service and electronic trading. WayPay and Company agree that a copy of a document transmitted by facsimile or printed from an electronic file shall be admissible as evidence of the contents and its execution by the parties in the same manner as an original document, and expressly waive any right to object to its introduction as evidence, including any right to object based on the best evidence rule.

14.2. Error Resolutions; Duty to Notify. Company has a duty to review the records relating to its invoices and identify any error with respect to any Communication, which was not authorized by Company, or otherwise set forth improper or inaccurate information not consistent with the Communications transmitted by Company. Company shall notify WayPay immediately of any Communication that it believes to be unauthorized, improper or inaccurate.

15. Relationships. WayPay is not a party to the transactions between Company and its Suppliers, including without limitation, transactions facilitated by the Service. If a dispute arises between Company and any of its Suppliers or any other third party, Company releases and holds harmless the WayPay Parties from any claims, losses or damages of every kind and nature arising out of or in any way connected with such dispute.

16. Pre-Authorized Debit

16.1. If Company uses pre-authorized debit for its Payment Method for a Company Funding, Company will not, under any circumstances, contact the bank where Company holds its deposit account to dispute Company Funding pre-authorized debit transaction. Company understands and acknowledges that any pre-authorized debit transaction for a Company Funding is charged by WayPay as the intermediary facilitating Company’s payment, and not by Company’s Supplier for payment of any goods or services to be delivered by such Supplier.

16.2. In the event that Company breaches Section 16.1 above, and a pre-authorized debit is disputed by Company and rejected by Company’s bank in relation to a Company Funding transaction, Company will indemnify WayPay for all liabilities, costs and expenses (including without limitation fees, fines, penalties and reasonable legal fees) incurred by WayPay resulting from such breach.

16.3. In the event that a pre-authorized debit for a Company Funding is rejected for any reason after WayPay has made payment to a Company Supplier on behalf of Company pursuant to Company’s instructions, Company will be fully liable for the amount paid by WayPay to Company Supplier for that Transaction, and Company will indemnify WayPay for all liabilities, costs and expenses (including without limitation fees, fines, penalties and reasonable legal fees) incurred by WayPay resulting from such rejection of pre-authorized debit.

17. Aggregation. This Section applies if Company uses the Aggregation Service.

17.1 Changes to Available Accounts. WayPay can add or remove Available Accounts at any time.

17.2 Log-in Information. To access Aggregated Accounts, Company must input its Log-in Information for each Aggregated Account and it will be stored in encrypted form and used to retrieve Aggregation Information to be presented to Company. Company must update its Log-in Information as soon as it changes in order for the WayPay Parties to retrieve Aggregation Information.

17.3 Access to Aggregated Accounts.

(a) Company authorizes and directs the WayPay Parties to do, on Company’s behalf, all things necessary to provide the Aggregation Service to Company and to retrieve, consolidate, organize and present Aggregation Information to Company, which may include visiting the website of an Account Provider and providing Company’s Log-in Information or other information required to register, access, retrieve and download Aggregation Information. Company confirms to the WayPay Parties that Company has the right to give the WayPay Parties this authorization and direction.

(b) Company authorizes and directs an automatic login to Company’s Aggregated Accounts when needed using the Log-in Information supplied during Aggregated Account set-up to retrieve the Aggregation Information, details of which will be displayed in the Aggregation Service. Company may terminate the collection of Company’s Aggregation Information for the Aggregated Account by removing the Aggregated Account from display in the Aggregation Service at any time.

(c) Company understands and agrees that (i) Aggregation Information is prepared by Account Providers; (ii) WayPay is not responsible for the timeliness, completeness or accuracy of Aggregation Information; (iii) Aggregation Information continues to be subject to any terms or conditions imposed by Account Providers; and (iv) Company must access the website or online service of the Account Provider to view any information or content, other than Aggregation Information, including any notices, disclosures or disclaimers.

(d) Company acknowledges and agrees that the WayPay Parties are entitled to rely on the foregoing authorizations and agency granted by Company.

(e) Company acknowledges that certain Aggregation Information collected from Aggregated Accounts may not be displayed in the Aggregation Service, although it may be collected or used to deliver the Aggregation Service.

17.4.Account Providers. Company acknowledges that when Company uses the Aggregation Service, Aggregation Information is accessed and retrieved on Company’s behalf, and not on behalf of an Account Provider and that Aggregation Services are not endorsed or sponsored by any Account Provider. Company acknowledges that an Account Provider may not have consented to, and may not have knowledge of, the access to its accounts as Aggregated Accounts. It is Company’s responsibility to review Company’s agreements with Account Providers to determine whether disclosure to another party that offers electronic account aggregation services is allowed, what the consequences of such disclosure may be and Company’s liability in connection with such disclosure.

17.5.Proprietary Rights. Company is only permitted to use content delivered to Company through the Aggregation Service in connection with it, and Company may not copy, reproduce, distribute, or create derivative works from this content. Further, Company agrees not to reverse engineer or reverse compile any of the service technology.

17.6.Content Company Provides. Company is licensing to the WayPay Parties any information, data, passwords, materials or other content (collectively, “Content”) Company provides through or to such Aggregation Service. The WayPay Parties may use, modify, display, distribute and create new material using such Content to provide the Aggregation Service to Company. By submitting Content, Company automatically agrees, or promises that the owner of such Content has expressly agreed that, without any particular time limit and without the payment of any fees, the WayPay Parties may use the Content in accordance with this Section. Company also agrees that all Content Company provides to the WayPay Parties is correct and complete, and to notifying WayPay promptly of any changes to that Content.

17.7.Limitation of Liability. In addition to the limitation of liability in Section 10 of these Terms of Service, Company agrees that the WayPay Parties are not liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if WayPay has been advised of the possibility of such damages, resulting from: (i) the use or the inability to use the Aggregation Service; (ii) the cost of getting substitute goods and services, (iii) any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Aggregation Service; (iv) unauthorized access to or alteration of Company’s transmissions or data; (v) statements or conduct of anyone on the Aggregation Service; or (vi) any other matter relating to the Aggregation Service.

18. Dispute Resolution

18.1. General. If Company has a dispute with WayPay, Company must send written notice of the dispute to service@rbcpayedge.com in order to provide WayPay with the opportunity to attempt in good faith to resolve the dispute with Company through negotiation. If, after thirty (30) days, Company and WayPay are unable to resolve the dispute, Company may pursue the resolution of the dispute pursuant to the terms in Section 18.2 below.

18.2. Governing Law. These Terms of Service will be exclusively governed by, made in, and construed in accordance with the laws of the Province or Territory in which the Service is used by Company, or, if the Service is used by Company outside of Canada or in multiple jurisdictions, these Terms of Service will be exclusively governed by, made in, and construed in accordance with the laws of the Province of Ontario. Company irrevocably submits to the courts of the Province or Territory specified above in any action or proceeding arising out of or relating to these Terms of Service or the Service. Company irrevocably agrees that all such actions or proceedings may be heard and determined in such courts, and irrevocably waives, to the fullest extent possible, the defence of an inconvenient forum. Company agrees that a judgement or order in any such action or proceeding may be enforced in other jurisdictions in any manner provided by Applicable Laws. WayPay may serve legal process in any manner permitted by Applicable Laws or may bring an action or proceeding against Company or the property or assets of Company in the courts of any other jurisdiction.

19. Miscellaneous.

19.1. Amendments. WayPay reserves the right to add, remove or amend any part or feature of the Service at any time without notice to Company. WayPay may at any time amend, supplement, restate, or otherwise change these Terms of Service by giving Company notice of the change through announcements in the Website or otherwise by giving Company notice by email or by other reasonable means. If the Service is used after the date of the notice of change or effective date of the change, whichever is later, Company is deemed to have agreed and consented to the change. If any change is not acceptable to Company, Company must immediately stop use of the Service and contact WayPay for assistance. Company agrees to be bound by the latest version of these Terms of Service from time to time made available on the Website, or otherwise provided to Company. Company agrees to regularly review these and any notice of change outlined above.

19.2. Force Majeure. If a Force Majeure Event occurs, WayPay will be excused from performing those obligations affected by the Force Majeure Event.

19.3. Binding Effect; Assignment. These Terms of Service will be binding upon, and enure to the benefit of, WayPay and its successors and assigns. Company may not assign its right to use the Service, in whole or in part. WayPay reserves all of its rights to assign or subcontract the performance of the Service in whole or in part.

19.4. Notices. Any notice connected with Company’s use of the Service will be sent by WayPay electronically via email and/or within the Service.

19.5. Severability. If any provision of these Terms of Service is invalid or unenforceable in any circumstances, its application in any other circumstances and the remaining provisions of the Terms of Service will not be affected thereby.

19.6. Set-off. If Company fails to comply with any of its obligations under the Agreement or a related transaction, any amount due and owing by WayPay may be set-off by WayPay, at the WayPay’s option, without prior notice to Company, against any amounts payable (whether at such time or in the future or upon the occurrence of a contingency) to WayPay by Company under the Agreement or any other agreement between WayPay and Company (irrespective of the currency, place of payment or booking office of the obligation). WayPay will give Company subsequent notice of any set-off exercised pursuant to this section.

19.7. Entire Agreement. These Terms of Service constitute the entire agreement and understanding of the parties relating to the subject matter thereof.

19.8. Waiver of Breach. No waiver by WayPay of any breach of the Terms of Service will constitute a waiver of any other breach of the same or other provisions of the Terms of Service. No waiver by WayPay will be effective unless made in writing and signed by WayPay.

19.9. Third Party Beneficiaries. Except for WayPay affiliates, suppliers, subcontractors and licensors, or except as otherwise specifically stated in these Terms of Service, neither party intends that these Terms of Service will benefit, or create any right or cause of action in or on behalf of, any Person other than Company and WayPay.

19.10. Language. Company and WayPay have expressly requested that these Terms of Service and all related documents, including notices, be drawn up in the English language. Vous et nous avons expressément demandé que ce contrat et tout document y afférent, y compris tout avis, soient rédigés en langue anglaise. (Quebec only / Québec seulement).

19.11. Headings. Any headings of sections herein are for convenience only and do not affect in any way the scope, intent or meaning of the provisions to which they refer.

20. Definitions

20.1. Access ID has the meaning given to it in Section 7.1.

20.2. Account Provider means any entity with which Company has an Aggregated Account.

20.3. Aggregated Account means an Available Account that Company chooses to be viewed via the Aggregation Service.

20.4. Aggregation Information means accountholder name, address, email, telephone number, account type, account number, and balance and transaction information regarding an Aggregated Account.

20.5. Aggregation Service means the account aggregation feature in the Service which retrieves, consolidates, organizes and presents Aggregation Information to Company.

20.6. Applicable Laws means all applicable laws, decrees, regulations, decisions, treaties, ordinances, rulings, judgments, injunctions, writs, orders and awards of any court, arbitrator or Regulatory Authority, all directives, guidelines, advisories and rulings issued or made by an applicable Regulatory Authority, and the constitution, rules, standards, directives, guidelines, operating or other circulars, regulations, customs and uses of the exchange, central or reserve banks, markets and clearinghouses or systems, including Payments Canada Rules, National Automated Clearing House Association Rules, Society for Worldwide Interbank Financial Telecommunication SCRL documentation, and all applicable laws relating to anti-money laundering and anti-terrorist financing, in each case, applicable to this agreement, the Service, WayPay, Company, their respective businesses, and any other Person that is part of or connected with any transaction under this agreement, including any Person originating transactions processed under this agreement or transmitting those transactions through a payments system or otherwise, and the Person receiving the aforementioned transactions, as the case may be.

20.7. Available Accounts means accounts held with a bank or financial institution, which WayPay allows Company to view via the Aggregation Service.

20.8. Communications has the meaning given to it in Section 14.1.

20.9. Company means the entity accepting the terms and conditions set out in these Terms of Service for access to and use of the Service.

20.10. Company Data means any information or data provided by Company to the WayPay Parties for incorporation in or use with the Service or otherwise (including, without limitation, Employee Personal Data), as well as any information or data output from the Service from the processing of such data entered or provided.

20.11. Company Funding means a transaction whereby Company transmits funds to WayPay.

20.12. Documentation means all documentation and files related to the RBC PayEdge Technology, including manuals, end-user documentation, quick-reference guides and other training materials.

20.13. Employee Personal Data means personally identifiable information regarding Company’s employees.

20.14. Fees has the meaning given to it in Section 3.1(b).

20.15. Force Majeure Event means any event, act or omission beyond the reasonable control of a party exercising reasonable foresight and diligence, including, without limitation, a labour dispute, act of God, flood, fire, lightning, severe weather, shortage of materials, interruption in, or shortage of, the supply of electric power or other utilities, earthquake, act of terrorism, war, revolution, civil commotion, act of public enemies, blockade, embargo, pandemic disease or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any Regulatory Authority or Applicable Laws.

20.16. Foreign Payments means payments made by Company to a Supplier located in a country that is different from the country in which Company’s payment originates.

20.17. Log-in Information means any information that Company must enter to access an Aggregated Account. It may include a client identification number, username, access code or password.

20.18. Money Service Business or MSB means the carrying on or participating in any one of the following activities:(i) currency dealing or exchanging; (ii) issuing, selling or redeeming traveller’s cheques, drafts, or money orders or any similar negotiable instruments, except for cheques payable to a named Person; or (iii) the accepting of currency or funds and the transmitting of such funds through a financial institution, or any other Person engaged in an MSB or an electronic funds network; provided that in the case of (i) and (ii) only, no such activity will be considered to be an MSB unless it shall include, on any day and with any one Person, at least one transaction in an amount of not less than $1,000, and, for such purposes, any two or more transactions within a twenty-four (24) hour period with the same Person will be considered to be a single transaction of not less than $1,000 if the aggregate amount of such two or more transactions shall be not less than $1,000. In addition to (i) to (iii) above, in every instance that a Person holds a permit or a licence relating to a form of MSB activity not specifically enumerated in (i) to (iii) above or is registered as someone engaging in the activity of an MSB, advertises the activity of an MSB by way of or through the Internet, the yellow pages or other medium, or reports income from an MSB as income from a separate business for tax purposes, then such Person shall be deemed to be operating an MSB. Notwithstanding the above, if WayPay specifically approves, in writing, the operations of such business, for the purpose of this agreement, such business shall be deemed not to be included in this definition.

20.19. Payment Methods means the methods of payment accepted by WayPay within the Service, which may include credit cards, pre-authorized debit, and electronic fund transfers.

20.20. Pay-Per-Play Fees has the meaning given to it in Section 3.1(b).

20.21. Person means an individual or natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability corporation, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Regulatory Authority, and pronouns have a similar extended meaning.

20.22 RBC PayEdge Technology means any and all of the following related to, or developed by WayPay in connection with, the Website, the Solution and/or the Service: (a) techniques, algorithms, development tools, interfaces, processes, scripts, HTML code, XML code, object code and source code, (b) intellectual property rights, including names, trademarks, service marks, design marks, symbols, logos or other insignia owned or lawfully used by WayPay, trade names, trade dress, inventions, developments, business processes, improvements, patents, patent applications, trade secrets, copyrights, know-how, look and feel, domain names, computer software programs and applications, licenses from third party software owners, and any other intellectual property rights, including all issued patents or registrations or applications for patents or registration of the foregoing, (c) Documentation, and (d) other rights, processes or properties relating to the foregoing.

20.23 RBC PayEdge Wallet means a record of credit or debit entries that Company maintains with WayPay, in Canadian and/or US dollars.

20.24. Regulatory Authority means any Person having regulatory or supervisory authority over WayPay, Company, or the Service, including any administrative, judicial, governmental, regulatory, or self-regulatory, taxation, financial, monetary, or investigative authority, agency, or body, including the Payments Canada and the Society for Worldwide Interbank Financial Telecommunication SCRL.

20.25. Request for Payment means a payment request submitted by Company through the Service for a payment to a Supplier.

20.26. Restricted Business means any Person, or Person owned or controlled directly or indirectly by a Person, that owns, operates, controls or receives revenue from an Internet or online gambling business or operation, a shell bank, or is a business engaged in or associated with an improper, illegal or unlawful activity, or any other business that WayPay may, in its discretion, determine to be a restricted business.

20.27. SaaS Fees has the meaning given to it in Section 3.1(a).

20.28. Scheduled Payment has the meaning given to it in Section 6.3.

20.29. Service means the Solution, as provided, delivered, hosted and/or managed by WayPay or its third party suppliers acting as an application service provider, and including, without limitation, the Aggregation Service.

20.30. Solution means the electronic payment service solution through the Website for WayPay’s customers that enables them to make payments to their Suppliers and/or receive payments.

20.31. Supplier means any Person through which Company is procuring goods and/or services.

20.32. Supplier Payment means a transaction whereby WayPay transmits funds to a Supplier, as instructed by Company.

20.33. Terms of Service has the meaning given to it in the preamble.

20.34. Transaction means any Company Funding, Supplier Payment, or other transaction conducted through the Service.

20.35. User Permissions means the roles, responsibilities, access and entitlements given to a User in connection with the Service.

20.36. Users means the Persons designated by Company to perform certain responsibilities and/or administrative functions relating to the Service.

20.37. WayPay means WayPay Inc., a direct wholly-owned subsidiary of Royal Bank of Canada.

20.38. WayPay Parties means WayPay, its affiliates (including, without limitation, Royal Bank of Canada), third party suppliers and subcontractors, and each of their respective directors, officers, shareholders, employees and agents.

20.39. Website means WayPay’s website at www.rbcpayedge.com

Version: 12/2021