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Terms and Conditions

1. (Agreement) shall mean this agreement and includes the following schedules and documents which are an integral part of this Agreement: Schedule A - Service Description, Rate Schedule and Additional Terms. (Services¦ means the Credit Card Processing as described in Schedule A herein.

2. Services.
The Customer hereby requests ChargeGateway.com and ChargeGateway.com hereby agrees to furnish the Services in accordance with the terms and conditions set out or referenced in this Agreement.

3. Rates.
Rates for the Services are as set forth in the rate portion of Schedule A attached hereto. The rates, as set out in Schedule A, do not include any applicable taxes, all of which shall be paid by the Customer.

4. Payment.
The Customer will receive monthly invoices for the Services reflecting the charges and applicable taxes for the Services in accordance with Schedule A. The Customer agrees to pay all charges incurred for the Services in accordance with such invoices. In the event of non-payment of an invoice within (45) days of the date of issuance of the invoice, ChargeGateway.com may, in addition to all other legal rights, suspend any or all Services to the Customer and terminate this Agreement. Past due amounts bear interest at the annual rate of eighteen percent (18%) until full payment thereof and interest thereon. The Customer agrees to be responsible for the payment of reasonable attorney¦s fees and costs incurred by ChargeGateway.com in connection with the recovery of any amounts due hereunder.

5. Use of Services.
The Customer shall not nor shall it permit or assist others to abuse or fraudulently use the Services including but not limited to using the Services: (i) to interfere with the use of ChargeGateway.com's network by other authorized users, (ii) in contravention of national or international laws, or (iii) in contravention of the general etiquette, spirit or intent of the Internet as such are made known to the general public from time to time. ChargeGateway.com reserves the right to take all actions, including immediate termination of Services, which it considers necessary to comply with applicable laws.

6. Equipment.
The Customer shall be responsible for the use and compatibility of all equipment or software not provided by ChargeGateway.com and shall be liable for all costs to troubleshoot difficulties in the Services caused by equipment or software not provided by ChargeGateway.com. ChargeGateway.com shall not be responsible if any changes in the Services cause equipment or hardware not provided by ChargeGateway.com to become obsolete, require modification or attention or otherwise affect performance of same.

7. Termination of Services.
ChargeGateway.com reserves the right, upon ten (10) days¦ written notice to the Customer, to terminate this Agreement and the Services provided hereunder upon a failure by the Customer to cure any material breach of any term or condition set out herein. Notwithstanding anything herein, ChargeGateway.com reserves the right to terminate this Agreement forthwith where the Customer is using the Services as prohibited in Section 5 hereof; the Customer commits or is subject to an act of insolvency, in the opinion of ChargeGateway.com, under applicable law. Termination of this Agreement for any reason shall not relieve the Customer from any liability, including amounts owing, accrued hereunder prior to the time that such termination becomes effective.

8. Warranty.
ChargeGateway.com shall provide the Services in accordance with Schedule A attached hereto. Any Warranties contained herein are in lieu of all other warranties, expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

9. Liability.
ChargeGateway.com¦s sole obligation under this Agreement is to furnish the Services. Except as otherwise provided herein, ChargeGateway.com makes no representations or warranties of any nature whatsoever, whether expressed or implied, with respect to the Services including, without limitation, any representation or warranty with respect to the network transmission capacity of common carriers or the Customer or the reliability of the equipment of common carriers or the Customer. The liability of ChargeGateway.com for claims arising from the provision of Services hereunder shall be limited to and the Customer¦s exclusive remedy shall be: (i) the correction of defects of which ChargeGateway.com has received written notice by the Customer within thirty (30) days of occurrence; or (ii) where such correction is not practicable, on equitable credit not to exceed the charges invoiced to the Customer for that portion of the Services which were defective.

10. Limitation on Liability.
ChargeGateway.com, including its suppliers¦ liability to the Customer, if any, for any cause whatsoever and regardless of the form of action, shall be limited to those actually proven as directly attributable to ChargeGateway.com, subject to the following limitations: (a) ChargeGateway.com shall not be liable under any circumstances for any lost profits or other indirect, special, consequential or punitive damages; and (b) ChargeGateway.com¦s total cumulative liability in respect of all claims hereunder, for any cause whatsoever and regardless of the form of action, shall not exceed the lesser of (i) $200 and (ii) monthly charges paid from the date damages were incurred, not to exceed 30 days; and (c) in no event will ChargeGateway.com or its subcontractor be liable for any damages if and to the extent caused by the Customer¦s failure to perform its responsibilities;

11. Indemnities.
The Customer hereby acknowledges that ChargeGateway.com does not own or have any control whatsoever over the content, availability, accuracy or any other aspect of any information, including, without limitation, all data, files, pictures and all other information or content in any form or of any type, accessible or made available to or by the Customer or its end users through the use of the Services ((Information(). The Customer agrees to indemnify and save ChargeGateway.com and its suppliers harmless from and against all loss, liability, damages of any type and expenses, including reasonable counsel fees, arising from any and all claims in connection with the Customer¦s or its end users¦ use of the Services, including without limitation all claims for libel, slander, invasion of privacy, infringement of copyright, invasion of private records and all other claims arising from Information transmitted or made accessible by or to the Customer or its end users as well as any and all claims for infringement of parties arising from the use by the Customer of any equipment, software, apparatus and or systems not provided by ChargeGateway.com in connection with Services.

12. Proprietary Rights.
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall directly or indirectly confer any title in ChargeGateway.com's property or in any modification thereof to the Customer or anyone operating under the Customer. The Customer hereby acknowledges and agrees that it shall have no right, title or interest in or to IP addresses assigned to the Customer and ChargeGateway.com may change such number given reasonable advance notice to the Customer. ChargeGateway.com shall have no obligation to notify any other party of a change of IP address pursuant to this Section.

13. General.
A. The Customer acknowledges and agrees that it does not acquire any title or property rights in the Services or the intellectual property related thereto.

B. The Customer shall not assign or transfer this Agreement or its obligations hereunder or any part thereof without the prior written consent of ChargeGateway.com. ChargeGateway.com may, assign this Agreement or its obligations hereunder to an affiliated company.

C. ChargeGateway.com will not be responsible for performance of its obligations hereunder where delayed or hindered by embargoes, strikes, causalities, civil unrest or other events beyond ChargeGateway.com's control. Should such events continue for more than sixty (60) days, ChargeGateway.com or the Customer may terminate this Agreement for the affected Services with no further liability.

D. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. This Agreement may not be modified except by written amendment by the parties. This Agreement constitutes the entire Agreement between the parties and cancels, replaces and supersedes all existing and prior agreements and understandings, written or oral, between the parties with respect to Services. Failure of a party to insist upon strict adherence to any term hereunder on any occasion or the waiver of a breach of this Agreement in any instance shall not deprive the party of the right hereafter to insist on strict adherence to that term or any other term hereunder or be construed as a waiver of any subsequent breach, whether or not similar. Should any provision hereunder be determined to be void, invalid, or otherwise unenforceable by any court of component instruction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.

E. The Customer may not, for commercial purposes, remarket all or any portion of the Services provided under this Agreement, or make all or any portion of the Services available to any person without the prior written consent of ChargeGateway.com.

F. Neither party shall be an agent of the other for any purpose and shall have no authority to bind the other in any manner.

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