eSelect plus Mobile Download
E-SELECT PLUS MOBILE AGREEMENT

The following agreement ("Agreement") is between you and Moneris Solutions Corporation ("Moneris") and governs your use of: (i) the e-Select Plus Mobile Application (the "Software"); and/or (ii) the Moneris Mobile Card Reader (the "Reader") (the Software and the Reader shall each be referred to individually as a "Service" and collectively as the "Services"). You must agree to the terms of the Agreement before you use the Services. You agree to the terms of the Agreement by actually receiving, installing, copying, downloading or otherwise using a Service or by clicking "I Agree". If you do not agree to the terms of the Agreement, do not use the Services. You should print or otherwise save a copy of the Agreement for your records. For good and valuable consideration the sufficiency of which is hereby acknowledged by you and Moneris, the parties agree as follows:

  1. GENERAL
    1. If you are obtaining a Service on behalf of a merchant, you represent that you are duly authorized to represent the merchant and enter into the Agreement for yourself and on behalf of the merchant.
    2. Moneris reserves the right to update or change the terms of the Agreement from time to time and requires that you review the terms of the Agreement on a regular basis at www.moneris.com/espmobile/terms. If Moneris updates or changes the terms of the Agreement, it will post the revisions at the link herein noted and your continued use of the Services thereafter constitutes your acceptance of the revisions. If you do not agree to the changes to the terms of the Agreement then you will immediately discontinue use of the Services.
    3. You agree to use the Services solely in connection with the payment processing services that Moneris provides under one or more of the Visa Merchant Agreement, the MasterCard Merchant Agreement, and/or the Interac Merchant and Terminal Agreement (as each such agreement may be amended, restated, supplemented or otherwise modified from time to time, each a "Merchant Agreement" and collectively, the "Merchant Agreements"). You agree that any transactions processed using the Services are subject to the terms and conditions of the Merchant Agreements.
    4. You are responsible for any fees imposed by your mobile service provider and Internet service provider of any kind. It is your responsibility to determine if your wireless carrier supports the Services and/or is capable of accessing the Internet on your mobile device.
    5. YOU EXPRESSELY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND THE READER IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY OF THE SERVICES IS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU ACCEPT THE SERVICES "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. MONERIS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
    6. You agree to indemnify Moneris and its affiliates, licensors, officers, directors, shareholders, employees, agents and advisors from and against any and all liabilities, claims or counter claims, losses, judgments, damages, costs and expenses (including, without limitation, reasonable legal fees) arising out of or relating to: (i) your use (or misuse) of the Services; or (ii) any violation by you of this Agreement. This obligation shall survive the termination or expiration of the Agreement and/or your use of the Services.
    7. You agree that Moneris and its affiliates, licensors, officers, directors, shareholders, employees, agents and advisors shall not be liable for any direct, indirect, incidental, consequential, special or punitive damages of any kind (including without limitation, damages for personal injury, loss of revenue, goodwill, sales, or profits, business interruption, loss of business information or any other pecuniary loss) in connection with or arising out of: (i) the use or inability to use any the Services: (ii) any changes made to the Service or any temporary or permanent cessation of a Service or any part thereof; (iii) the Agreement; and (iv) any other matter relating to the Services, no matter how caused, even if Moneris has been advised of the possibility of such damages.
    8. Should any provision of the Agreement be determined to be invalid or unenforceable under any law, rule or regulation, that determination will not affect the validity or enforceability of any other provision of the Agreement.
    9. For greater certainty, this Agreement is in addition to and does not in any way replace the terms and conditions in the Merchant Agreements. This Agreement does not operate as a waiver of any right, power or remedy of Moneris under the Merchant Agreements nor constitute a waiver of any provision of the Merchant Agreements.
    10. The Agreement will be governed by and construed in accordance with the laws of the Province of Ontario without regard to the principles of conflicts of law or the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded, and the laws of the Canada applicable therein and shall be treated in all respects as an Ontario contract. You and Moneris hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario.
    11. Moneris may terminate the Agreement at any time, which notice may be provided at the link herein noted.
    12. You covenant and agree that the Reader and the Software will be used exclusively in Canada.

  2. E-SELECT PLUS MOBILE APPLICATION
    1. Moneris grants to you a revocable, non-exclusive, non-transferable, limited license for the Software as provided for download to your mobile device and in accordance with the Agreement (the "License").
    2. The Software is licensed and not sold to you by Moneris and you agree to use the Software in accordance with the terms of the Agreement. Moneris and its licensors reserve all rights not expressly granted to you in the Agreement. You acknowledge and agree that Moneris and/or its licensors own all legal right, title and interest in and to the Software, including without limitation, any copyright, trade-mark, patent and trade secret rights that exist therein.
    3. You agree that you will not copy the Software or disclose or distribute the Software to third parties. You further agree that you will not directly or indirectly rent, lease, lend, sublicense, assign or transfer the Software to a third party.
    4. You agree that Moneris has no obligation to provide training, maintenance, or other assistance for the Software.
    5. You agree not to remove, alter or destroy any proprietary, trademark or copyright markings of confidentiality placed upon or contained within the Software. You also agree not to, directly or indirectly, modify, translate, reverse engineer, decompile, disassemble the Software or otherwise derive the source code from the Software or any component thereof or create derivative works that are based on, copy or integrate the Software.
    6. You acknowledge and agree that Moneris and its licensors may, at any time change, suspend, remove or disable access to Software (collectively, the "Modifications"). Without limiting any other provision of the Agreement, in no event will Moneris be liable for the removal of or disabling of access to the Software. In the event of any Modifications, you agree to immediately install and use any patches and fixes upon receipt of same from Moneris. You agree that Moneris may impose limits on the use of the Software, in any case and without notice or liability.
    7. You agree to strictly follow any instructions that Moneris provides to you from time to time in connection with use of the Software, including without limitation any instructions contained in the documentation related to the Software.
    8. You agree that your rights under this License will terminate automatically without notice from Moneris upon your failure to comply with the Agreement. Upon the termination of this License, you agree to cease all use of the Software and destroy all copies, full or partial of the Software.

  3. MONERIS MOBILE CARD READER
    1. Moneris agrees to sell, and you agree to buy the Reader to be delivered to the location that you provided to Moneris ("Shipping Location"). You agree that risk of loss or damage to the Reader will pass from Moneris to you upon delivery to the Shipping Location and you are solely responsible for the installation of the Reader to your mobile device.
    2. You agree to pay the total purchase price of the Reader as agreed upon between you and Moneris (the "Purchase Price") plus any and all applicable taxes including but not limited to any amount payable in respect of goods and services tax, harmonized tax, provincial sales tax or any other excise or duty tax imposed in connection with the terms of the Agreement.
    3. Each merchant may qualify for a rebate of the Purchase Price for one Reader only (the "Rebate"). Upon receipt of the Rebate, the merchant will not qualify for any additional rebates for Readers that the merchant may purchase from Moneris from time to time. The merchant shall qualify for the Rebate provided: (i) it successfully processes a transaction using the Software within thirty (30) days of the date the Software is added to its Moneris merchant portfolio ("Start Date"); and (ii) it is a Moneris merchant as of the date the Rebate is processed. For more information regarding the Rebate, please consult with a Moneris sales representative or visit www.moneris.com/espmobile/rebate. Subject to the foregoing, the merchant will receive the Rebate within approximately ninety (90) days from the Start Date.
    4. You agree that title to the Reader remains with Moneris until the Purchase Price of the Reader has been paid in full.
    5. From the time of delivery to the Shipping Location you agree that you bear the full burden of any loss or damage to the Reader due to fire, theft or any cause whatsoever. Notwithstanding the foregoing, title to the Reader remains with Moneris until the purchase price of the Reader has been paid in full.
    6. You acknowledge and agree that the purchase of the Reader does not constitute a sale of any intellectual property rights, proprietary electronics, software and technical information, patents, copyrights, trade marks, trade names and any other intellectual property rights relating to or residing in the Reader (collectively, "Proprietary Materials") and that ownership of all Proprietary Materials remains with Moneris, the manufacturer or our respective licensors, as the case may be. You understand that the Agreement does not constitute a sale or conveyance of any Proprietary Materials.
    7. You agree that your purchase of the Reader does not convey any license or right to you (whether expressly or by implication, estoppel or otherwise), and you are therefore not entitled to manufacture, assemble, copy, reproduce, or imitate the Reader or any of its components or designs.
    8. 9. You acknowledge that the Reader only works with the Software and that the Services may only work with select mobile devices, platforms and/or operating systems.
    9. Without limiting any other provision in the Agreement, Moneris and its affiliates, licensors, officers, directors, shareholders, employees, agents and advisors will not be liable for any harm caused by the Reader including without limitation any harm to your mobile device or any other authorized device you otherwise use from time to time which supports the Reader. You agree that neither Moneris nor the vendors, suppliers or licensors are responsible for any damages resulting from: (a) deficiencies or problems with a Reader or network coverage (including but not limited to dropped, blocked and/or interrupted calls or messages); (b) data or information accessed while using the Reader; or (c) an interruption or failure in accessing or attempting to access emergency services from a Reader.