Moneris AIR MILES®† Reward Miles Program Schedule Terms and Conditions This Schedule (collectively with your Addendum, the “Schedule”) to your Moneris Merchant Agreement (the “Agreement”) contains the additional terms and conditions that apply if we provide the Moneris AIR MILES®† reward miles Program (as defined below) to you. Capitalized terms used and not defined herein will have the respective meanings given to such terms in the Agreement. Please ensure that you read carefully this Schedule, as your acceptance of its terms and conditions will occur when you sign up for and/or start using the Moneris AIR MILES®† reward miles Program. For greater certainty, this Schedule is part of the Agreement and remains subject to all of the other applicable terms and conditions of the Agreement. To the extent of any inconsistency between the terms and conditions of this Schedule and any other provision of the Agreement, the terms and conditions of this Schedule will govern with respect to the Moneris AIR MILES®† reward miles Program. We can change this Schedule at any time by giving you notice in accordance with the Agreement. Your con nued use of the Moneris AIR MILES®† reward miles Program after such notification constitutes acceptance of any amendment, restatement, supplement or any other modification to this Schedule. “Collector” means a customer of Merchant that is enrolled in the AIR MILES Reward Program as a collector of AMRM. “License” has the meaning ascribed to it in Section 1(c) of this Schedule. “Marks” means certain trade name(s) and trademark(s) (whether registered or not) specified below and any other trademarks (including variations of existing trademarks) that may be available to Merchant from time to time for use in connection with the Moneris AIR MILES®† Reward Program, including the following trademarks as they may be amended from time to time: AIR MILES ‐ No. 443,821; AIR MILES & Design – No. 1435005; AIR MILES TRAVEL AND MORE & Design ‐ No. 1435006; AIR MILES DES VOYAGES ET BIEN DAVANTAGE & Design ‐ No. 1435007. “Moneris AIR MILES®† reward miles Program” (“MAMRP”) means the services provided by Moneris, pursuant to this Schedule, which facilitate and support Merchant’s participation. “Operating Manual” means the Moneris AIR MILES®† reward miles Program Operating Manual. “Per AMRM Fee” means the fee that Moneris will charge for each AMRM issued by the Merchant pursuant to this Schedule, including such AMRM that are issued to incorrect, invalid and expired Collector accounts. DEFINITIONS The following is a list of definitions that will assist you in understanding this Schedule. “Addendum” means the Moneris AIR MILES®† reward miles Program Addendum for the Merchant. “Style Guidelines” means the AIR MILES Brand and Graphic Standards manual (which may be amended from time to time). “AIR MILES Reward Miles” or “AMRM” means the AIR MILES reward miles that are issued by Merchant in connection with the sale of certain products and/or services to Collectors. “MAMRP Terminal” means equipment, printer and/or PIN pad software applications that Merchant uses to process MAMRP Transactions and that we certify for the Moneris AIR MILES®† reward miles Program. “Applicable Law” means any law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law. MAMRP Schedule – Terms and Conditions December 2016 “MAMRP Transaction” means any transaction between Merchant and a Collector in which an AIR MILES Collector number is used including, but not limited to a purchase, refund or void regardless of Page 1 of 4 whether the transaction is processed on a MAMRP Terminal. iv) Merchant shall not transfer, assign or sub‐license the License. Merchant acknowledges and agrees that LoyaltyOne Co. may assign this License; 1. MONERIS AIR MILES®† REWARD MILES PROGRAM (“MAMRP”) a) v) License Term. The License shall only be effective so long as this Schedule between the Merchant and Moneris is in effect and Merchant is compliant with the terms and conditions of the License; Eligibility In order to be eligible and to maintain Merchant eligibility for the MAMRP, Merchant must have (a) a MAMRP Terminal, (b) a valid agreement with us, in good standing, for credit card and/or debit card processing services, and (c) be a merchant acceptable to LoyaltyOne, Co., in its sole discretion. b) vi) License Termination. The License shall terminate immediately upon the termination of the Merchant’s participation in the MAMRP, or, at the option of LoyaltyOne, Co., on notice to the Merchant (with a copy to Moneris) if the Merchant fails to comply with the standards hereof or breaches any term or condition of the License; and thereupon, the License will cease and the Merchant will be removed by Moneris from any further participation in the MAMRP, provided that such removal from further participation shall in no way limit either of Moneris’ or LoyaltyOne Co.'s rights to proceed against the Merchant; and MAMRP Revocable and May Change Merchant acknowledges and agrees that Merchant’s participation in the MAMRP is revocable by Moneris at any time and for any reason, whether or not Merchant is eligible for the MAMRP. The terms and conditions of the MAMRP may change in duration, form, scope and content as Moneris may determine in its sole discretion with notice to Merchant. c) License to Use Marks Merchant shall have a non‐exclusive right and license to use the Marks in Canada only and solely in connection with the MAMRP in association with the sale of goods and services by the Merchant in the ordinary course of business, only on the following terms and conditions (the “License”): vii) Effect of License Termination. Immediately upon termination of the Merchant’s participation in the MAMRP, the Merchant shall cease to use the Marks. LoyaltyOne Co. reserves all rights not expressly granted to Merchant in this Schedule i) Merchant will use the Marks as directed by Moneris from time to time, and pursuant to the written guidelines contained in the Style Guidelines; d) Awarding AIR MILES Reward Miles (“AMRM”) Merchant is required to comply with the instructions and specifications in the Moneris AIR MILES®†reward miles Program Operating Manual in order to participate in the MAMRP. ii) Merchant will clearly indicate that the Marks are owned by AIR MILES International Trading B.V. and used under license by LoyaltyOne, Co., and Moneris Solutions Corporation. iii) Merchant shall not use any word, design, trademark and trade name which is, or any part of which is, confusing with any of the Marks, whether as a trademark, as part of its trade name or corporate name, or otherwise howsoever; MAMRP Schedule – Terms and Conditions December 2016 2. FEES a) Fees Merchant agrees to pay Moneris One Time Program Enrolment Fee plus all of our other fees, charges applicable to Merchant for the Moneris AIR MILES®† reward miles Program, as may be set out in the Addendum and/or Merchant Direct, including without limitation: Page 2 of 4 i.
Per AMRM Fee; ii.
Monthly Program Fee; iii.
One Time Program Enrollment fee; iv.
Multiple Location Change Fee; and v.
Program Change fee. or trade‐marks, in the following types of marketing materials: MARKETING a) Marketing Guidelines c) Base: Merchant shall issue AMRM on the basis selected by Merchant in the Addendum. Examples of base offers are described in the Operating Manual. Bonus: Merchant may issue AMRM by way of bonus in connection with bonus offers and promotional initiatives designed to promote the sale of particular goods and services sold by Merchant in the ordinary course of Merchant’s business. Examples of bonus offers are described in the Operating Manual. Prohibitions Merchant acknowledges and agrees that Merchant may not use the Marks, including the AIR MILES logo MAMRP Schedule – Terms and Conditions December 2016 TERM AND TERMINATION The initial term (the “Initial Term”) of this Schedule will commence on the date Merchant signs up for the Moneris AIR MILES®† reward miles Program and will continue for a period of three (3) years and will automatically renew for subsequent six (6) month renewal terms (each a “Renewal Term”) unless, i.
Merchant provides 90 days’ notice to Moneris of Merchant’s intention not to renew prior to the expiry of the Initial Term or any Renewal Term; or ii.
Moneris terminates the Merchant’s participation in the Moneris AIR MILES®† reward miles Program in accordance with this Schedule. b) Moneris may terminate the Merchant’s participation in the Moneris AIR MILES®† reward miles Program at any time, upon prior notice to Merchant. If termination occurs for any reason: i.
Merchant will no longer be able to accept MAMRP Transactions with Merchant’s MAMRP Terminal; ii.
Merchant will no longer be able to perform purchases, refunds or voids of AMRM; iii.
Merchant will no longer be permitted to use the Marks; iv.
Merchant remains responsible for any amounts Merchant owes Moneris pursuant to this Schedule; Merchant is authorized to issue AMRM in Canada in connection with the sale by Merchant of the products and services sold by Merchant in the ordinary course of Merchant’s business during the term of this Schedule on the following basis: ii.
mass advertising (radio ads or TV ads) a)
Offers i.
(ii) 4. Merchant acknowledges that access to AIR MILES marketing guidelines and certain approved marketing materials are available to Merchant via self‐serve online access. Merchant agrees to comply with the AIR MILES brand standards, including but not limited to the Style Guidelines. b) press releases (iii) contests in which AMRM are offered as a prize or the AIR MILES Collector number is used to determine eligibility to enter or how to enter the contest. Merchant agrees that Moneris may debit Merchant’s bank account or otherwise collect the fees, charges or other amounts described in this Schedule in accordance with the terms of the Agreement. 3. (i) Page 3 of 4 v.
Moneris will initiate a program wind‐down with Merchant prior to the termination or expiry of this Schedule. LIMITATION OF LIABILITY 5. Moneris will not be liable for any claims, losses, costs, exemplary, punitive, special, incidental, direct, indirect or consequential damages, lost profits, lost revenues, lost business opportunities, costs of delay, costs of lost data or documentation, loss of goodwill or expenses, or liabilities to third parties arising from any source, including the services provided under this Schedule. 6. INDEMNIFICATION Merchant agrees to indemnify Moneris and our respective affiliates, officers, directors, employees and agents from any claims, suits, damages, losses, costs expenses and fees (including legal fees) which are directly or indirectly, or in any way or in any manner whatsoever the result of, caused by or arise from Merchant’s acts or omissions, including Merchant’s non‐compliance with this Schedule, applicable laws, the Style Guidelines, the Operating Manual and/or the Web Portal Operating Manual. ®† Trademarks of AIR MILES Interna onal Trading B.V. Used under license by LoyaltyOne, Co. and Moneris Solutions Corporation. MAMRP Schedule – Terms and Conditions December 2016 Page 4 of 4