ELECTRONIC FUNDS TRANSFER AGREEMENT

THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE

Dated: January 1, 2021. Any subsequent changes to this Electronic Funds Transfer Agreement will be dated and can be found and read in the corresponding Electronic Funds Transfer Agreement on the ProPay Canada website.

This Agreement is made and entered into by and between ProPay Financial Solutions Canada, Inc., doing business as ProPay Canada, and you, the ProPay Canada Account holder.

Certain Definitions. In this Agreement, the words "you" and "your" refer to the person who has applied for and accepted or used a ProPay Canada Account, including any authorized user of the Account. "ProPay Canada Account," “ProPay Account,” or "Account" refers to the Account set-up by ProPay Canada that includes the capability to transfer funds electronically. "ProPay Financial Solutions Canada, Inc.," "ProPay," or “ProPay Canada,” "we," "our," and "us" refer to ProPay Financial Solutions Canada, Inc. , a Utah Corporation and its corporate partners or affiliates. "Banking Partner" refers to the bank sponsor through which ProPay Canada will submit any Automated Clearing Settlement System ("ACSS") electronic funds transfer request. "ACSS Credit" refers to a transaction which electronically transfers funds from your ProPay Account to an account at a financial institution, while an "ACSS PAD" or “ACSS Debit” refers to a transaction which electronically transfers funds to your ProPay Account from an account at a financial institution. "ACSS Item" refers to an ACSS Credit, an ACSS Debit, or both. The words "Intra-ProPay Transfer" refer to an electronic transfer of funds between an Account held with ProPay Canada and any ProPay Canada Account. "Affiliation" or "Affiliation Status" refers to the relationship between you and a third party entity with which ProPay Canada has entered into an agreement for special terms and/or pricing ("Affiliated Company"). The headings in this Agreement are for convenience of reference only and will not govern the interpretation of the provisions hereof. Unless it would be inconsistent to do so, words and phrases used in this document should be construed so the singular includes the plural and the plural includes the singular.

Sections, Exhibits, and Addendum Included in this Document:

1. Chequing Account

2. Required Chequing Account Validation

3. ACSS Transactions

4. Intra-ProPay Transfers

5. Error Resolution

6. Warranties

7. Indemnification

8. Privacy

9. Miscellaneous Provisions

Exhibit 1 – Schedule of Fees

Exhibit 2 – Schedule of Transfer Limitations

Exhibit 3 – Schedule of Transfer Availability

PAD Agreement Addendum

1. Chequing Account. You may establish and maintain a chequing account (as described in your ProPay Account profile) with a Canadian financial institution to facilitate the transfer of funds due to you from your ProPay Account. The chequing account you establish and maintain must be denominated in Canadian Dollars.

2. Required Chequing Account Validation. In order to transfer funds to your chequing account, you must first register a chequing account in your ProPay Account profile and complete the validation process described below.

When registering a chequing account in your Account profile, you will be required to enter your bank name, the 5 (five) digit routing number of your branch, the 3 (three) digit routing number of your bank, and your chequing account number. Once this information is entered, you will be required to validate that the bank and branch routing number and chequing account number are correct and that you have the proper authorization to access the account.

To validate your chequing account, you will be required to verify the amounts of two small deposits that ProPay Canada will make into your chequing account. This process may take 2 to 7 business days for the deposits to be credited in your chequing account. When you receive your bank statement, find the two deposits. You may also be able to learn the amounts of the deposits from your bank's automated phone system or web site, if available. Once you know the two deposit amounts, login to your ProPay Account and enter the two amounts as directed.

Once this validation process is completed, you will then be able to transfer funds to your chequing account. This validation process is intended to demonstrate that you have the proper custodianship over the chequing account from which you will be transferring funds.

3. ACSS Transactions. When you request ProPay Canada to transfer funds from your ProPay Account to your chequing account, you are requesting an electronic funds transfer through the Canadian Payments Association ACSS system. By doing so, you authorize ProPay Canada to initiate, process, transmit, and settle through a Banking Partner, an ACSS credit in the amount that you specify. You authorize ProPay Canada to make adjustment entries or suspend entries as may be necessary. You agree that your ACSS requests are accurate, timely, and have been authorized by the party into whose account the credit will be made. Your authorization will remain in effect after termination of this Agreement and until ProPay Canada has received written notice terminating this authorization and all your obligations to ProPay Canada have been paid in full.

When you request ProPay Canada to transfer funds from your chequing account to your ProPay Account, you are requesting an electronic funds transfer through the Canadian Payments Association ACSS system. In order to enable this functionality with your ProPay Account, you must authorize ProPay Canada to initiate, process, transmit, and settle through a Banking Partner, an ACSS debit in the amount that you specify by agreeing to and properly executing the Pre-Authorized Debit Agreement (“PAD”) attached hereto as the Addendum and incorporated herein by this reference. You authorize ProPay Canada to make adjustment entries or suspend entries as may be necessary. You agree that your ACSS requests are accurate, timely, and have been authorized by the party from whose account the debit will be made.

Your chequing account will be governed by your account agreement with the financial institution at which you have your chequing account.  You must immediately notify us of any changes to your chequing account or if you change financial institutions.

Your financial institution’s policy will govern when funds are available from your Account.

a. Adherence to ACSS Rules. You agree to be bound by the rules of the Canadian Payments Association in effect as they may be amended from time to time. You also agree not to request an ACSS transfer that violates the laws of Canada or the United States, which include, but are not limited to, sanctions enforced by the Office of the Supervisor of Financial Institutions (“OSFI”) and the Office of Foreign Assets Control ("OFAC").

b. ACSS Returns, Rejections, Cancellations, and Acceptance. You may be charged a fee (see Exhibit 1 for a schedule of fees) for any ACSS transactions that result in a returned ACSS item, such as, but not limited to, closure of your chequing account, or if the branch or bank number or chequing account number or other information you provided is incorrect. ProPay Canada reserves the right to resubmit for collection any ACSS item authorized by you that is returned. ProPay Canada will notify you within 2 (two) business days of the receipt of a returned ACSS item.

ProPay Canada may reject any entry that does not comply with requirements outlined in this Agreement. We will notify you within 2 business days from the day the rejected entry would otherwise have been transmitted. ProPay Canada may resubmit any rejected ACSS item up to 3 times.

Upon written request, ProPay Canada will attempt to cancel an entry before transmitting it. However, ProPay Canada shall have no liability if the effect of cancellation fails.

ProPay Canada is not responsible or liable in any way for any entry not accepted by ProPay Canada's Banking Partner.

c. Accuracy of Information. You acknowledge that if a financial institution name and number are incorrect or inconsistent, we may rely on the identifying number alone, even if the number identifies a financial institution, person, or account other than the one named.

d. Fees. You will pay ProPay Canada fees for services in accordance with Exhibit 1 - Schedule of Fees, which is incorporated into this Agreement by reference. Such fees will be calculated and debited from amounts due to you under the ProPay Canada Account concurrently with transaction activity, or will be netted out from the funds due you under this Agreement.

You will immediately pay ProPay Canada any amount incurred by ProPay Canada attributable to the transfer of funds pursuant to this Agreement, including but not limited to non-sufficient fund fees that overdraws amounts due to you under the ProPay Canada Account, Reserve Account, or at any other financial institution for any amount you owe ProPay Canada under this Agreement or under any contract now existing or later entered into between you and ProPay Canada.

You may also be subject to different fees and limitations other than those set forth in Exhibits 1 and 2 relating to ACSS transactions, if the ACSS transactions are submitted to your ProPay Account, on your behalf, by an approved affiliate utilizing ProPay's XML interface. These fees are published by the affiliate that submits the transactions on your behalf. These fees and limitations supersede the fees and limitations set forth on Exhibits 1 and 2 and are therefore binding upon you.

e. Transfer Amount Limitations. For a listing of current limitations associated with the electronic transfer of funds, see Exhibit 2 - Schedule of Limitations, which is incorporated into this Agreement by reference.

ProPay Canada, in its sole discretion, reserves the right to limit the maximum amount of funds you are allowed to withdraw from your ProPay Account into your chequing account.

For fraud and anti-money laundering purposes, ProPay Canada reserves the sole and exclusive right to review large electronic transfers of funds from your Account before releasing the funds. ProPay Canada also reserves the right to refuse any transfer of funds at our discretion.

f. Type of Bank Account Required and Change Limitation. You may only use a chequing account of a Canadian financial institution located in Canada or Canadian Territories. The electronic transfer of funds to or from a foreign bank or the branch of a foreign bank in a territory of Canada is also prohibited. The term foreign bank does not include: (i) A Canadian agency or branch of a foreign bank; and (ii) An insured bank organized under the laws of a territory of Canada or Canadian Territories. The electronic transfer of funds to or from a savings account is also prohibited. Please ensure that the branch and bank routing numbers and the chequing account number are correct or you may be subject to a fee (see Exhibit 1 - Schedule of Fees). If you have any doubt as to the accuracy of the branch or bank routing numbers or the chequing account number, please call your bank for verification.

You may change the branch and bank routing numbers and chequing account number in your ProPay Account profile no more than once every 90 (ninety) days.

g. Potential Liability. You can inspect your transaction history at any time by logging in to your ProPay Account online and selecting one of the available reporting functions. It is very important that you contact ProPay at once if you believe your user ID or password has been compromised, or if someone has transferred, or may transfer funds using your ProPay Account without your permission. Under applicable ACSS regulations, the extent of your liability for an unauthorized transaction may be determined by your promptness in notifying ProPay Canada if someone has gained access to your password, or if any transaction shown in your account history reports is incorrect or unauthorized. Notifying ProPay quickly limits your liability:

1. ProPay Canada will reimburse you for loss from an unauthorized ACSS transaction that is originated through ProPay Canada that occurs within 60 days after the transaction you claim is unauthorized is posted to your account history reports, or within 60 days after you otherwise become aware of unauthorized access to your account. ProPay Canada shall not be liable to you for: (a) any indirect, special or consequential damages (under contract or tort theories of law), including damages for lost revenue, lost profit or other economic damage, as a result of the breach of this Agreement, even if ProPay Canada has been advised or has foreseen the possibility of such damages or (b) any losses caused by your acts or omissions.

2. If you do not notify ProPay Canada within 60 days after receiving notice, you may not recover any funds that you lost after the 60 days, if ProPay Canada can prove that the loss could have been stopped or avoided if you had notified ProPay Canada within that time. If a good reason (such as an extended vacation or medical event) kept you from notifying ProPay Canada, the 60-day time period may be extended by ProPay Canada in its sole discretion.

4. Intra-ProPay Transfers. When you request ProPay Canada to transfer funds from your ProPay Canada Account to another ProPay Canada Account, you are requesting an Intra-ProPay Canada funds transfer. By doing so, you represent that your transfer requests are accurate, timely, and authorized for ProPay Canada to make such a transfer. Your request must be in the form required by ProPay Canada. You must identify the Account into which to transfer funds by the Account holder's e-mail address. If the e-mail address belongs to a ProPay Account holder, the funds will immediately transfer from your Account to the Account you specified. If the e-mail address does not belong to a ProPay Account, the transfer request may be denied.

a. Liability and Obligations. ProPay Canada assumes no liability for any unauthorized transfer request and the attendant transfer of funds, unless and until ProPay Canada receives appropriate and timely notice by you of the unauthorized transfer requests. ProPay Canada will have no obligation to transmit entries if ProPay Canada believes, in its sole discretion, that the funds are unavailable or the entry is invalid or subject to reversal, or if you are in default of this Agreement. You also understand that ProPay Canada will not, and has no obligation to, confirm the validity of the recipient or the underlying transaction pursuant to which the funds are transferred.

b. Accuracy of Information. You acknowledge that if the e-mail address is inconsistent or incorrect, payment of the entry may still be made on that basis.

c. Fees. You will pay ProPay Canada fees for services in accordance with Exhibit 1 - Schedule of Fees. Such fees will be calculated and debited from amounts due to you from your ProPay Account concurrently with transaction activity, or will be netted out from the funds due you under this Agreement.

You will immediately pay ProPay Canada any amount incurred by ProPay Canada attributable to this Agreement, including but not limited to non-sufficient fund fees that overdraws amounts due to you under the ProPay Account or Reserve Account for any amount you owe ProPay Canada under this Agreement or under any contract now existing or later entered into between you and ProPay Canada.

You may also be subject to different fees and limitations other than those set forth in Exhibits 1 and 2 (also attached hereto and fully incorporated herein by reference) relating to Intra-ProPay transfers, if the Intra-ProPay transfers are submitted to your ProPay Account, on your behalf, by an approved affiliate utilizing ProPay's XML interface. These fees are published by the affiliate that submits the transactions on your behalf and are therefore binding upon you.

d. Transfer Amount Limitations. For a listing of current limitations associated with Intra-ProPay funds transfers, see Exhibit 2 - Schedule of Limitations. ProPay Canada reserves the right to limit the maximum amount of Intra-ProPay funds you are allowed to transfer.

For fraud purposes, ProPay Canada reserves the right to review large Intra-ProPay funds transfers before releasing the funds. ProPay Canada also reserves the right to refuse any Intra-ProPay funds transfers at our discretion.

e. Reversals, Rejections, and Acceptance. ProPay Canada may reverse any entry if it believes, in its sole discretion, that the entry may be subject to dispute or reversal. You understand and agree that your request to transfer funds is final and irrevocable, that you have no right to reverse or stop such an entry once the entry is communicated to ProPay Canada, and you hereby waive any right you may have of recourse against ProPay Canada or to dispute or reverse a request to transfer funds. An Intra-ProPay funds transfer under this Agreement is the equivalent of sending cash to the recipient. ProPay Canada has no obligation whatsoever to any proposed recipient of funds. In the event of any dispute between you and a funds recipient, you agree that such dispute will be settled between you and the proposed recipient, and you hereby indemnify and hold harmless ProPay Canada against all liabilities, claims and damages incurred by and brought against ProPay Canada by any third party arising out of this Agreement, including but not limited to reasonable attorneys' fees and costs. ProPay Canada may reject any entry that does not comply with requirements outlined in this Agreement. We will notify you within 2 business days from the day the rejected entry would otherwise have been transferred.

f. Consent to Disclosure of ProPay Account Balance Information and Authorization of Transfers. If you have an Affiliation as an independent contractor of an Affiliated Company that uses ProPay’s SpendBack service, which displays the balance in your ProPay Account when you are purchasing goods or services from the Affiliated Company’s website, you consent to ProPay providing the balance in your ProPay Account to the Affiliated Company, and to the Affiliated Company viewing the balance in your ProPay Account. If you complete the purchase of the goods or services from the Affiliated Company, you consent to the transfer of funds from your ProPay Account to the Affiliated Company, as governed by the terms and conditions of the payment between you and the Affiliated Company. If you are no longer an independent contractor of an Affiliated Company, please contact ProPay’s Customer Service and this authorization will be revoked as your ProPay Account is changed to a status that is not affiliated with the Affiliated Company.

5. Error Resolution. You agree to the terms of the ProPay Canada Error Resolution Policy as amended from time to time, which may be obtained upon request or at: www.propay.ca/popup/errorpolicy.aspx, and which is incorporated into this Agreement by reference as if fully set forth herein.

6. Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, PROPAY CANADA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, PROPAY EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY WAIVE, ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO DESCRIPTIONS OR SPECIFICATIONS, WHETHER OR NOT INCORPORATED INTO THIS AGREEMENT, SHALL CONSTITUTE WARRANTIES OF ANY KIND.

7. Indemnification. You shall indemnify and hold harmless ProPay Canada and its Banking Partner(s) for any action they take with respect to your ProPay Account, including funds in any Operating Account, and/or Reserve Account. You will also indemnify and hold harmless the Bank Partner(s) for acting in accordance with any instruction from you or ProPay Canada regarding your ProPay Account. Further, you shall indemnify and hold harmless ProPay Canada and its Banking Partner(s), its employees, officers, directors, shareholders and agents from any and all loss, cost, expense, claim, damage and liability (including attorneys' fees and costs) paid or incurred by any one or more of them, arising from, caused by, or attributable to, any of the following:

1. Any and all claims or damages made by third parties arising out of this Agreement, including but not limited to all attorneys' fees and costs paid or incurred by ProPay Canada in the enforcement of the Agreement and those resulting from any transaction processed under this Agreement, or any breach by you of this Agreement and those related to any bankruptcy proceeding;

2. Willful misconduct, fraud, intentional tort or negligence by you or that of your employees, agents or representatives;

3. Any and all claims or damages by you which are the result of theft, embezzlement, unauthorized use, transfer or withdrawal of funds with respect to your ProPay Account.

8. Privacy

You agree and consent to the collection, use, storage and disclosure of your personal information by ProPay Canada for the purposes of ProPay Canada providing to you a ProPay Account, including all electronic funds transfers requested to and provided by ProPay Canada as part of the services that ProPay Canada provides.

You also acknowledge and agree that certain personal information relating to you and your business, including your chequing account information,  will be collected, used and retained by ProPay Canada in accordance with ProPay Canada’s  Privacy Policy, and you hereby consent to the same. 

9. Miscellaneous Provisions.

Entire Agreement. This Agreement, including Exhibits 1, 2, and 3, and the Pre-Authorized Debit Agreement Addendum, and any amendment or supplement to this Agreement or other referenced agreements, all of which are incorporated into this Agreement, constitutes the entire agreement between the parties, and all prior or other agreements or representations, written or oral, are superseded by this Agreement. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Utah, except where U.S. Federal law is applicable.

Jurisdiction/Waiver of Jury Trial. THE PARTIES AGREE THAT ALL PERFORMANCES AND TRANSACTIONS UNDER THIS AGREEMENT WILL BE DEEMED TO HAVE OCCURRED IN UTAH AND THAT YOUR ENTRY INTO AND PERFORMANCE OF THIS AGREEMENT WILL BE DEEMED TO BE THE TRANSACTION OF BUSINESS WITHIN THE STATE OF UTAH. YOU AND PROPAY CONSENT TO AND AGREE THAT, THE EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES HEREUNDER SHALL BE AN APPROPRIATE FEDERAL OR STATE COURT LOCATED IN SALT LAKE CITY, UTAH. YOU AND PROPAY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING ANY RIGHTS OR DISPUTES UNDER THIS AGREEMENT .

Construction. The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. The language used will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

Assignability. This Agreement may be assigned by ProPay Canada, but may not be assigned by you directly or by operation of law, without the prior written consent of ProPay Canada. If you nevertheless assign this Agreement without ProPay Canada's consent, the Agreement will be binding on the assignee. If you sell your business, and the new owners incur fines, fees, or penalties, the original owner will be held personally liable for all fines, fees, or penalties, and any other liabilities of the new owners.

Notices. Any notice under this Agreement will be deemed given and delivered upon the earlier of: (a) actual receipt or (b) five days after being deposited in the United States or Canadian mail, and addressed, if to ProPay Canada, to: ProPay Canada, 2675 West 600 North, Lindon, UT 84042 USA, and if to the other parties: to the last address shown on the records of the sender or (c) one (1) business day after being sent by email or other electronic communication to you at the last email address provided by you to ProPay and if to ProPay at www.propay.ca/customerservice.

Attorneys' Fees. You will be liable for and will indemnify and reimburse ProPay Canada for all attorneys' fees, with or without suit, court costs, collection agency fees not to exceed 50% of the amount owed, and other costs and expenses paid or incurred by ProPay Canada in the enforcement of this Agreement, or in collecting any amounts due from you to ProPay Canada or resulting from any breach by you of this Agreement.

Customer Contact. You authorize ProPay Canada to contact your customers or their bank if they determine that such contact is necessary to find out information about any payment transaction between you and the customer. Also, you will provide to ProPay Canada, upon ProPay Canada's request, contact information for your customers as deemed necessary and reasonable by ProPay Canada.

Amendments. This Agreement, and the Agreements and/or Policies referenced and incorporated herein may be amended, modified, or revised at any time, without notice. While ProPay Canada may notify you as this Agreement and/or the Agreements and/or Policies referenced herein are modified, it is your sole responsibility to review and maintain familiarity with this Agreement and/or Agreements and/or Policies referenced herein, including any changes that may be made to these documents, respectively, from time to time thereto. The amendments to this Agreement and/or Agreements and/or Policies referenced herein will become effective and binding upon you immediately and contemporaneously as the amendments are published to the ProPay Canada website (www.propay.ca). In the event you do not agree to the aforementioned amendments and do not wish to be bound the terms and conditions thereto, you shall provide written notice to ProPay Canada (including by submitting to ProPay Canada Customer Service at www.propay.ca/customerservice) by providing your name, your current email address on file with ProPay Canada, your consultant number (if affiliated with an Affiliate of ProPay Canada) and a statement that you do not agree to the terms and conditions. If you do not agree to the terms and conditions of the amendment, your account will be terminated and closed. Notwithstanding the foregoing, (a) changes to fees authorized by this Agreement or in the Exhibits 1 and/or 2, will be effective upon the giving of notice to you and (b) any fee increase, change in Rules or other requirement imposed by the Canadian Payments Association may be passed on to you and will be effective upon the giving of notice to you.

Severability and Waiver. If any provision of this Agreement (including Exhibits 1, 2, and 3, and the Pre-Authorized Debit Agreement Addendum) is held invalid, illegal, void or unenforceable by reason of any judicial decision, all other provisions of this Agreement shall nevertheless remain in full force and effect. No course of dealing, delay or failure to enforce any provision or exercise any right under this Agreement, by ProPay Canada or Bank Partner(s) shall be construed as a waiver or estoppel of such provision or right, nor shall it amend this Agreement or affect the validity of this Agreement or curtail the ability of any party to enforce such provision or exercise such right in the future. All waivers must be signed by ProPay Canada.

Independent Contractors. ProPay Canada, Bank Partner(s), and You will be deemed independent contractors and none will be considered an agent, joint venturer, or partner of the other.

Survival. Sections 1-8 of this Agreement and the applicable Exhibits and Addendum in effect upon the date of termination shall survive termination of this Agreement.

Arbitration. Notwithstanding anything in this Agreement to the contrary, ProPay Canada, Bank Partner(s) and you agree that any one of them (a "party") may require that any claim or dispute ("Dispute") under this Agreement shall be resolved exclusively and finally by binding arbitration, administered by the National Arbitration Forum ("NAF") and conducted under its rules, except as otherwise provided below. For the purposes of this paragraph, "Dispute" means any dispute, controversy, or claim arising out of or relating to this Agreement, negotiations leading to the Agreement, its interpretation, any act of any party related to the Agreement, or the breach, termination, applicability or validity thereof. The arbitration will be conducted before a single arbitrator, and will be limited to your Dispute. You may not bring a Dispute on behalf of others or join others in any similar claims (you may not bring or participate in a class action). As the parties to the Dispute agree, the arbitration shall be held in Utah by submission of documents, by telephone, online or in person. Any decision rendered in such arbitration proceedings shall be final and binding on each of the parties, to the Dispute and judgment may be entered thereon in any court of competent jurisdiction. Should any party bring a Dispute in a forum other than NAF, the arbitrator may award the other party or parties their reasonable costs and expenses, including actual attorneys' fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision. Each party understands that it would have had a right to litigate disputes through a court, and that each has expressly and knowingly waived that right and agreed to resolve any Dispute through binding arbitration. The parties intend that the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) shall govern this arbitration provision. Information on arbitration procedure may be obtained from the NAF on-line at www.arb-forum.com, by calling 800-474-2371 or by writing to P.O. Box 50191, Minneapolis , MN, 55405.

Exhibit 1 - Schedule of Fees

You will be charged the following fees unless they are waived, adjusted by special arrangement, or changed by affiliate specific pricing:

Exhibit 2 - Schedule of Transfer Limitations

The following limitations will be applicable to you unless they are waived, adjusted by special arrangement, or changed by affiliate specific limitations:

Exhibit 3 – Availability of Services

Electronic Funds Transfers will be processed every Monday through Friday, except U.S. Federal and Canadian National Holidays

Addendum

Pre-Authorized Debit Agreement

1. Scope.  You acknowledge that this authorization (“Authorization”) is provided for the benefit of ProPay Financial Solutions Canada, Inc., doing business as ProPay Canada (“ProPay Canada”) and your financial institution (“Financial Institution”) and is provided in consideration of the Financial Institution agreeing to process all debits against your account(s) set out in this Addendum (“Account”) in accordance with the Rules of the Canadian Payments Association.

2. Valid Signing Authority.  You warrant and guarantee that all persons whose signatures are required to sign on this Account have signed this Agreement below.

3. Authorization to Debit Account.  You hereby authorize ProPay Canada to draw on the Account for the purpose of paying ProPay Canada all regular payments and any other amounts owing to it pursuant to the Payment Services Agreement (“PSA”) or any other agreement between you and ProPay Canada (“pre-authorized debit” or “PAD”).  In particular, you agree that if any payment is dishonoured by your Financial Institution for any reason, ProPay Canada shall be entitled to issue another debit until such debit is honoured.

4. Cancellation of Arrangement.  This Authorization may be cancelled at any time upon notice being provided by you, either in writing or orally with proper authorization to verify your identity, within five (5) business days before the next PAD was to be issued.  You acknowledge that, in order to revoke this Authorization, you must provide notice of revocation to ProPay Canada.  ProPay Canada may debit the Account up until the time when the revocation has been implemented by ProPay Canada.

5. Acceptance of Delivery of Authorization.  You acknowledge that the provision and delivery of this Authorization to ProPay Canada constitutes delivery by you to the Financial Institution.

6. PAD Type.  You acknowledge that the debits authorized by this Authorization are for business purposes.  PADS may be fixed or variable amounts and may be on set dates or intervals or on a sporadic basis.  There is no maximum amount for any PAD.

7. Waiver of Pre-notification – Business PADs.  You hereby waive the right to receive any notice from ProPay Canada of the amount to be debited to the Account and the dates on which the debits will be processed, as well as notice of any and all future changes to the amounts or payment dates.

8. Account Information.  The details of the Account that ProPay Canada is authorized to draw upon are either indicated below, or a specimen cheque has been marked “Void” and provided to ProPay Canada in connection with submitting your Application.   You undertake immediately to inform ProPay Canada in writing of any change to the Account information provided in this Authorization.

9. Validation by Processing Institution.  You acknowledge that the Financial Institution is not required to verify that: (i) a PAD has been issued in accordance with the particulars of this Authorization; or (ii) any purpose of payment for which the PAD was issued has been fulfilled by ProPay Canada as a condition to honouring a PAD issued on you Account.

10. Contract for Goods or Services.  Revocation of this Authorization does not terminate the PSA between you and ProPay Canada.  The PAD Agreement applies only to method of payment and does not otherwise have any bearing on the PSA.

11. Your Rights of Dispute.  A PAD may be disputed by you only if: (i) the PAD was not drawn in accordance with this Authorization; or (ii) amounts were drawn after the Authorization was revoked.  In order to be reimbursed, you acknowledge that a declaration to the effect that either (i) or (ii) took place, must be completed and presented to the Financial Institution holding the Account up to and including ten (10) business days after the date on which the PAD in dispute was posted to the Account.  You acknowledge that a claim that the Authorization was revoked or any other reason is a matter to be resolved solely between ProPay Canada and you when disputing any PAD after ten (10) business days.

12. Undersigned’s Acceptance.  You acknowledge that you understand these terms and you accept and agree to participate in this PAD arrangement with ProPay Canada as set out in this Authorization.

13. Disclosure of Information Consent.  You consent to the disclosure of any personal information that may be contained in this Authorization to the Financial Institution at which ProPay Canada maintains its account to be credited with the PADs as far as any such disclosure of personal information is directly related to and necessary for the proper application of the Rules of the Canadian Payments Association.

_________________________________

Account Holder Name

Per: _____________________________

Authorized Signatory

_________________________________

Date