1Click 2Pay Prepayment Terms
Last updated: February 7, 2018

These 1Click 2Pay prepayment terms of use are an agreement between the business identified on acceptance hereof (the “Customer”) and 1Click 2Pay Inc., a Quebec company having its address at 320- 8150 Blvd Métropolitaine East, Montreal (Anjou), Quebec, Canada H1K 1A1 and operating under the name My1Click (“My1Click”), the owner and operator of the web site at www.1click2pay.com (the “Site”). These are important and legally binding terms and conditions that apply to your use of the services offered through this Site, which are referred to here as the “Prepayment Services”.

• Prepayment
If Customer is admitted and eligible for the Prepayment Services, as determined by My1Click in its sole discretion and as indicated in the My1Click Platform, My1Click shall pay certain invoices (each an “Invoice”) of suppliers to Customer (each a “Merchant”) before Customer has settled the amount thereof (the “Claim”) to the Merchant or to My1Click. In the course of payment of a Claim, My1Click is hereby permitted to purchase such Claim from the Merchant and charge the Merchant such discount fees as are acceptable to the Merchant and My1Click for such purchase.

• Prepayment Information.
Customer shall supply information related to its Merchants, their Invoices and related Claims to My1Click through the My1Click Platform (collectively, the “Prepayment Information”). Customer represents that it has obtained consent of the Merchant to supply Prepayment Information to My1Click and such consent includes the right of My1Click to collect, use and disclose the Prepayment Information for the purposes of providing the Prepayment Services.

• Payment by Customer.
Customer shall pay all Claims on the terms therof plus Prepayment Fees, and in any case, not more then five (5) Business Days after My1Click issued an invoice to the Customer, as indicated in the My1Click Platform (such date being the “Due Date”). If Customer fails to pay My1Click the full amount for the Claims by the Due Date, My1Click is hereby authorized to retrieve such funds from any funds provided to My1Click by Customer under any agreement with My1Click or any funds that then exist in any Customer account with My1Click. If My1Click is unable to retrieve the Claims by such means, then Customer shall pay the amount thereof to My1Click by bank transfer to an account designated for such purposes in the invoices issued by My1Click no later than five
(5) Business Days after the Due Date. If Customer fails to pay for the Claims by the Due Date, My1Clic reserves the right to limit Customer’s access to the Payment Platform until the payment has been received in full.

• Receiving Account Debit Authorization.
Customer grants My1Click the right to offset from User’s Receiving Account any amount for which User or any of its Affiliates are liable to My1Click hereunder or otherwise.

• Termination.
Either party may terminate this Agreement ay any time and for any reason with notice to the other party. No termination hereof shall diminish the liability of Customer for the amount of any Claim paid by My1Click to a Merchant, plus related collections costs.

• Limitation of Liability.
Under no circumstances shall My1Click be liable hereunder for any indirect, consequential or punitive damages. In no event shall My1Click be liable under this Agreement for any amount greater than 1% of each Claim that is subject to a dispute hereunder.

• My1Click Platform Use.
Customer shall exchange information related to this Agreement with My1Click through the My1Click Platform.

• Indemnification.
Customer shall indemnify and hold My1Click its owners, directors, officers, employees, agents, licensors, suppliers, assigns and successors in interest harmless from and against any and all liabilities of My1Click arising hereunder or in respect of Claims.


• 1 Notices.
Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested: to My1Click at the postal address provided therefore on the Site; to Merchant at the address provided therefore upon registration with the Site; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally, on the fifth (5th) day following mailing, unless there is a disruption of any kind of postal service.

• 2 Independent Contractor.
Neither party has any right to create any obligations on the part of the other party, without the other’s prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or agents or employees of one another or as authorizing either party to obligate the other in any manner. Merchant shall not:
(i) bind My1Click to any contract or agreement; (ii) incur any obligation on behalf of My1Click; (iii) release, assign or transfer any agreement, claim, security or any other asset of My1Click; (iv) borrow or lend any money in the name of My1Click; (v) submit to any claim or liability related to the Prepayment Service; or (vi) allow judgment to be taken or confessed against My1Click. Merchant, being an independent contractor, shall not receive as compensation, or be reimbursed, for any of the following: (i) work materials that Merchant may use in performing hereunder, (ii) business facilities, telephone, automobile or any other equipment, (iii) any Merchant employee benefit, (iv) reimbursement for any other cost or expense incurred by Merchant in its promotion of the Prepayment Service hereunder.

• 3 Amendments to this Agreement.
From time to time My1Click will post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, on the Site. My1Click will provide notice of these amendments or revisions to Merchant through the Site. If the amendment or revision is required in order for My1Click and/or the Prepayment Service to remain in compliance with applicable laws or payment processor regulations, or is required by 1Click 2Pay’s financial institution or Applicable Law, then the amendment or revision shall take effect as of when it is posted to the Site. If, on the other hand, the amendment or revision is not required under Applicable Law or for the Prepayment Service to remain in compliance with requirements of a payment processor or financial institution, then the amendment shall take effect as of the date stated in the Site notice and, provided Merchant does not close its Account prior to that date, then Merchant shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Site or by such other means as My1Click may reasonably prescribe.

• 4 Assignment.
None of Merchant or any of its successors may assign this Agreement, or any rights hereunder, directly or by operation of law, without the prior written consent of My1Click which consent may be withheld for any reason, at My1Click’s sole discretion. My1Click may assign any of its rights or

obligations hereunder without prior notice or consent of Merchant. Any assignment hereof by Customer other than as provided herein shall be deemed null and void ab initio.

• 5 Successors.
This Agreement and the provisions hereof shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

• 6 Enforcement.
The Merchant shall be liable for and shall indemnify and reimburse My1Click for any and all reasonable attorneys’ fees and other costs and expenses paid or incurred by My1Click in the enforcement of this Agreement, or in collecting any amounts due from Merchant hereunder, or resulting from any breach of any of the terms or conditions of this Agreement by Merchant.

• 7 Remedies.
All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.

• 8 Severability.
If any provision of this Agreement is held invalid or unenforceable by an arbitrator, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.

• 9 Governing Law and Choice of Forum.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the Canadian Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada, and the venue of any arbitration commenced under this section shall be in Montreal, Quebec, Canada. Arbitration shall take place in English before a single arbitrator who is a practicing commercial lawyer licensed in the Province of Quebec.

• 10 Whole Agreement.
References to “this Agreement” include any Account, Fees, schedules, supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by My1Click and furnished to Merchant from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.

Glossary – 1Click 2Pay Prepayment Terms of Use

The following terms have the definitions set out below in this Agreement:

• “Affiliate” means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person’s principal partners, shareholders, or owners of some other ownership interest;

• “Customer” means the party, other than 1Click 2Pay Inc., signing this Agreement.

• “My1Click Platform” means cloud-based system for the communication of data between the Merchant and My1Click or Merchant and third parties all pursuant to separate terms of use posted at the Site.

• “Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;