ONLINE PAYMENT AGREEMENT

THIS AGREEMENT is made as of the Registration Form Submission Date between SnapPay Inc. (“SnapPay”) and the Merchant (as defined in section 1).

RECITALS:

1.  SnapPay has entered into agreements with third parties pursuant to which, among other things, SnapPay has been authorized to enter into agreements with the providers of goods and services to provide them with access to the Payment Platform of a Payment Company, indirectly through SnapPay, in order to accept payments by their customers for the purchase of their goods and services

2.  The parties wish to enter into this Agreement to set out the terms upon which the Company will provide such access to the Merchant;

NOW THEREFORE the parties covenant and agree as follows: 

      1.  Definitions

In this Agreement, including the recitals to this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms, which may be used in the singular or the plural, have the respective meanings given them as follows:

“Business Day” means any day other than a Saturday, a Sunday or a statutory holiday observed in the Province of Ontario; 

“Claims” means claims, losses, damages, suits, judgments, causes of action, legal proceedings, executions, demands, penalties or other sanctions of every nature and kind whatsoever, whether accrued, actual, contingent or otherwise and any and all costs arising in connection therewith, including all legal expenses (including all such legal expenses in connection with any and all appeals);

 

“Merchant” means the merchant named in the Registration Form;

 

“New Payment Company” means a Payment Company who signs a Payment Agreement following the execution of this Agreement;

 

“Payment Agreement” means the agreement with a Payment Company which, directly or indirectly, authorizes SnapPay to, among other things, enter into agreements with third parties allowing such third parties to accept payments through the relevant Payment Company’s Payment Platform indirectly through SnapPay;

“Payment Company” means a company who provides and operates an online payment platform and who has entered into a Payment Agreement which is in effect;

“Payment Platform” means a Payment Company’s online payment platform;

“Person” means an individual, a corporation, a limited partnership, a general partnership, a trust, a joint stock company, a joint venture, an association, a syndicate, a bank, a trust company, an Authority and any other legal or business entity;

“Registration Form” means SnapPay’s online merchant registration form, which form contains the Merchant’s agreement to be bound by the terms of this Agreement; 

“Registration Form Submission Date” means the date on which the Merchant submits the Registration Form by clicking the “Submit” button (or similar button) on the Registration Form; 

“Term” has the meaning given it in section 1, as may be extended in accordance with section 1;

“Termination Notice” has the meaning given it in section 1;

“Transaction” means the purchase transaction whereby a User purchases goods and/or services from the Merchant and pays for such goods and/or services through the Payment Platform of a Payment Company through SnapPay’s services; and

“Users” means Persons who have opened an account with one or more Payment Companies.

2. Term

The term of this Agreement (the “Term”) is a period of 1 year commencing on the Registration Form Submission Date, subject to earlier termination in accordance with the terms of this Agreement. The Term will be automatically extended for successive periods of 1 year unless a party gives written notice (a “Termination Notice”) to the other party at least 30 days prior to the expiry of the then current Term that it does not wish the Term to be further extended, in which case the Term will end on the last day of the then current Term. 

3. Payment Companies

On the date of this Agreement, the Payment Companies with whom there are Payment Agreements are: Alipay.com Co., Ltd., whose Payment Platform is known as “Alipay”; and, Tenpay Payment Technology Co., Ltd., whose Payment Platform is known as “Tenpay”. If

(a) a Payment Agreement with a Payment Company expires or is terminated during the Term, then: (A) SnapPay shall advise the Merchant of the effective date of such termination and as of such date, the Payment Platform of such Company may not be used by the Merchant to accept payments through the Payment Platform of such Payment Company; and (B) such Payment Company will no longer be considered a Payment Company for the purposes of this Agreement; or


(b) a  Payment Agreement is entered into with a New Payment Company during the Term, then upon SnapPay giving written notice to the Merchant of such New Payment Company, such New Payment Company will be considered a Payment Company for the purposes of this Agreement. 

4. No Agreements with Third Parties


(a) During the Term, the Merchant shall not enter into an agreement with any Person (other than SnapPay) allowing the Merchant to accept payments by Users pursuant to the Payment Platforms of Payment Companies who SnapPay is representing, from time to time.


(b) If the Merchant delivers a Termination Notice to SnapPay, then for a period of 1 year following the last day of the Term, the Merchant shall not enter into an agreement with any Person (other than SnapPay) allowing the Merchant to accept payments through the Payment Platforms of the Payment Companies to which this Agreement applies as of the last day of the Term.

5. Fees

(a) For each Transaction by a Merchant using the Payment Platform: 


(i) known as Alipay, the Merchant shall pay SnapPay a fee equal to 2.4% (or otherwise specified in a separate contract with SnapPay) of the amount of paid by a User in connection with such Transaction; 


(ii) known as Tenpay, the Merchant shall pay SnapPay a fee equal to 2.4% (or otherwise specified in a separate contract with SnapPay) of the amount of paid by a User in connection with such Transaction; and


(iii) of a New Payment Company, the Merchant shall pay SnapPay such fee as may be specified by SnapPay in the notice given to the Merchant pursuant to section 3(b) or in such other written notice as SnapPay gives to the Merchant. 


The Merchant may not, directly or indirectly, pass on the fees described above to the relevant User, except as may be authorized by SnapPay in writing. 

 

(b) SnapPay may: 


(i) deduct the fees described from the amount that SnapPay pays to the Merchant as part of the payment settlement for the relevant Transaction; and 
(ii) on not less than 30 days written notice to the Merchant, change any of the fees described above effective the date specified in such written notice. 


6. Refunds

 

Refunds by the Merchant to Users are subject to the relevant Payment Company’s rules and procedures relating to refunds in effect from time to time. The Merchant may not make refunds to Users other than in accordance with such rules and procedures.


7. Indemnification

The Merchant shall indemnify and save harmless SnapPay from all Claims suffered or incurred by SnapPay as result of the Merchant’s failure to observe and perform the terms of this Agreement on the part of the Merchant to be observed or performed. 


8. Termination

If the Merchant: 


(a) fails to observe or perform any of the terms of this Agreement on the part of the Merchant to be observed or performed and: 


(b) fails to remedy such default within 15 days following the Merchant’s receipt of written notice from SnapPay respecting such default (in this paragraph (i), the “Rectification Period”); or 

(c) such default cannot be reasonably remedied within the Rectification Period, the Merchant fails to commence to remedy such default within the Rectification Period or thereafter fails to proceed diligently to remedy such default; or

(d) becomes bankrupt or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or arrangement with its creditors,


then SnapPay may terminate this Agreement on written notice to the Defaulting Party. Any termination of this Agreement pursuant to this section will be in addition to any other remedies available to SnapPay.


9. Standard Terms

 

(a) Those terms which may be found at here are incorporated by reference into this Agreement and the Merchant shall comply with all such terms as if they were fully set out in this Agreement. The Merchant has 5 Business Days following the date that it signs this Agreement to review the Online Terms and advise SnapPay in writing that it does not accept the Online Terms, in which case this Agreement will be deemed to have expired. 


(b) SnapPay may change the Online Terms from time to time and upon sending written notice to the Merchant of the Online Terms being changed, the Merchant will be bound by such changes unless within 5 Business Days following its receipt of such notice, it advises SnapPay in writing that it does not accept the changes to the Online Terms, in which case this Agreement will be deemed to have expired.

 

10. General Contract Provisions


(a) Recitals 


The recitals to this Agreement are incorporated as an integral part of this Agreement. 

 

(b) Notice

Any notice or other communication required or permitted to be given by this Agreement must be in writing and will be effectively given if delivered personally, or if sent by prepaid courier service, or if sent by registered mail or if sent by fax or email, in the case of notice to:


(i) SnapPay, at: 4307 Village Centre Court, Mississauga, Ontario  L4Z 1S2, Canada   Attention: Spencer (Ping) Xu, CEO   Email:  spencer@SnapPay.ca

 

(ii) the Merchant, at address specified in the Registration Form to the attention of the contact person specified in the Registration Form   Email: As specified in the Registration Form

 

or at such other address as the party to whom such notice or other communication is to be given advises the party giving same in the manner provided in this section. Any notice or other communication delivered personally or by prepaid courier service will be deemed to have been given and received on the day it is so delivered at such address, unless such day is not a Business Day in which case it will be deemed to have been given and received on the next following Business Day. Any notice or other communication sent by registered mail will be deemed to have been given and received on the third Business Day following the date of its mailing. Any notice or other communication sent by fax or email will be deemed to have been given and received on the day it is sent provided that such day is a Business Day and it is sent before 5:00 p.m. on such day, failing which it will be deemed to have been given and received on the first Business Day after it is sent. Regardless of the foregoing, if there is a mail stoppage or labour dispute or threatened labour dispute which has affected or could affect normal mail delivery by Canada Post, then no notice or other communication may be delivered by registered mail.


(c) Binding Effect 


This Agreement enures to the benefit of and is binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns.