FinCard Pay Terms of Use

FINCARD PAY

Terms of Use

PART

Part A — Terms of Use: Website

1. Introduction

These terms of use (“Terms of Use”) govern your access to and use of the website of FinCard Financial Services Inc. (“FinCard”, “we”, “us” and “our”) at https://fincard.ca/ and any page within it (collectively, the “Website”). By accessing or using the Website, you agree to be bound by these Terms of Use. If you do not agree, you must not use the Website.

FinCard may revise these Terms of Use from time to time by posting an updated version on https://fincard.ca/terms-of-use. The updated version will show its effective date, and your continued use of the Website after that date constitutes acceptance of the revised Terms of Use.

2. Scope of Use

The Website is provided for general information about FinCard and its products, including FinCard Pay, and to allow you to contact us. The Website does not constitute an offer of any product or service, and any product or service made available by FinCard is governed by its own agreement. Nothing on the Website constitutes legal, tax, accounting, payroll or financial advice, and you should not rely on it as a substitute for advice from your own professional advisors.

3. Acceptance

By accessing or using the Website, you confirm that you have read, understand and accept these Terms of Use and our privacy policy (the “Privacy Policy”), available here: https://fincard.ca/privacy-policy. If you are accessing the Website on behalf of an organization, you confirm that you have the authority to bind that organization to these Terms of Use.

4. Disclaimer

The Website is provided on an “as is” and “as available” basis. To the extent permitted by law, FinCard disclaims all warranties, whether express, implied or statutory, concerning the accuracy, reliability, timeliness, completeness or suitability for any purpose of the information contained in or referenced on the Website, including any implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.

Although we make reasonable efforts to keep the information on the Website current, we make no representation or warranty that it is complete or up to date. Product descriptions, screenshots and dashboard illustrations on the Website are for demonstration purposes and do not represent actual accounts, balances, cardholders or transactions.

To the extent permitted by law, FinCard will not be liable for any special, incidental, consequential or indirect loss or damage, whether claimed in contract, tort, negligence or otherwise, arising out of your use of or inability to use the Website. Nothing in this section excludes or limits FinCard’s liability for its own fraud, fraudulent misrepresentation, wilful misconduct or gross negligence, or for any liability that cannot be excluded or limited by law.

5. Indemnification

You agree to indemnify, defend and hold harmless FinCard, the other members of the FinCard Group and their respective employees, directors, officers and agents from and against any loss, liability, damage, penalty or expense (including reasonable legal fees) they may suffer or incur as a result of a third-party claim arising from (i) your breach of these Terms of Use, (ii) your misuse of the Website, or (iii) your infringement or misappropriation of the rights of any third party. This indemnity does not apply to any claim you bring against FinCard, or to any loss caused by FinCard’s own breach, negligence or wilful misconduct.

6. Proprietary Rights

All content on the Website, including text, graphics, designs, photographs, video, interactive features, trademarks, trade names, service marks, logos and software (collectively, “Content”), is owned by FinCard, another member of the FinCard Group, or its or their licensors, and is protected by intellectual property laws. You are granted a limited, revocable right to view and use the Content for your own information. FinCard and its licensors reserve all rights not expressly granted in these Terms of Use.

7. Website Use and Access

By accessing or using the Website, you agree that:

1. You shall use the Website solely for your own information or on behalf of an organization you are authorized to represent; 2. You shall not copy, reproduce, distribute, republish, sell or exploit any part of the Website or the Content except as expressly permitted by these Terms of Use; 3. You are the legal age of majority in your province or territory of residence, or are using the Website with the consent and supervision of a parent or guardian; and 4. You shall comply with these Terms of Use. You further agree that you shall not:

1. Use the Website or Content in a way that could damage, disable, overburden or impair the Website or any linked network; 2. Interfere with the security of the Website or the security of any linked website or network; 3. Disrupt or interfere with another person’s use of the Website; 4. Use or attempt to use another person’s account, password, or system credentials; 5. Distribute, copy, or otherwise make available any Content except as expressly permitted; 6. Violate, infringe or misappropriate any right, including any intellectual property, privacy or publicity right; 7. Use the Website or the information on it to send any type of mass or unsolicited communication;

8. Use the contact information on the Website to send communications of a commercial or promotional nature; 9. Use the Website or any Content in a manner that may be considered defamatory, harassing, obscene or otherwise objectionable; 10. Use the Website or any Content in any manner that is unlawful in the jurisdiction from which you access it; 11. Attempt to gain unauthorized access to restricted areas of the Website or to any system or network connected to it; 12. Manipulate identifiers to disguise the origin of any content transmitted through the Website; 13. Mislead or deceive, impersonate any person, or misrepresent your affiliation with any person or organization; 14. Interfere with or disrupt the Website or the servers or networks connected to it; 15. Upload, download, transmit or otherwise make available any material containing a virus, trojan horse, worm, malware or other harmful code; or 16. Collect or harvest any information or data from the Website, including by scraping, crawling or using any robot, spider or other automated means, except with our prior written consent.

8. Internet Transmission

Information transmitted over the internet is not completely secure or error-free. We take reasonable steps to protect information transmitted to us through the Website, but we cannot guarantee that a transmission will not be intercepted, delayed or corrupted. You should not send confidential or sensitive personal information to us through an unsecured channel, including ordinary email.

9. Hyperlinks and Third-Party Sites

The Website may contain links to websites operated by third parties. Those links are provided for convenience only. FinCard does not control, endorse or accept responsibility for the content, products, services, security or privacy practices of any third-party website, and your use of any such website is at your own risk and subject to that website’s own terms.

10. Data Transfer Restrictions and Automated Systems

You may not use any robot, spider, scraper, data-mining tool or other automated means to access, monitor, copy or extract any part of the Website or its Content, or to create or compile a database or directory from it, without our prior written consent. You may not bypass any measure we use to prevent or restrict access to the Website.

11. Privacy Policy

Your use of the Website is also governed by the Privacy Policy, which can be found here: https://fincard.ca/privacy-policy. The Privacy Policy forms part of these Terms of Use.

12. No Reliance on Information

The Content is provided for general information only. It is not advice on which you should rely, and it is not a substitute for professional advice. Before taking or refraining from any action on the basis of the Content, you should obtain professional advice appropriate to your circumstances. Illustrative figures, sample dashboards and example programs shown on the Website do not represent the terms available to any particular organization.

13. Waiver

No failure or delay by FinCard in exercising any right or remedy under these Terms of Use shall operate as a waiver of that or any other right or remedy, and no single or partial exercise of a right or remedy shall prevent its further exercise.

14. Severability

If any provision of these Terms of Use is found to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

15. Governing Law

These Terms of Use are governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict of laws principles. You agree to submit to the jurisdiction of the courts of the Province of Alberta. Nothing in this section deprives you of the protection of any mandatory consumer protection law of the province or territory in which you reside, or of any right to bring proceedings in the courts of that province or territory where that right cannot be excluded by agreement.

The parties confirm that it is their wish that these Terms of Use, as well as any other documents relating to them, including notices, be drawn up in English only. Les parties confirment leur volonté que la présente convention, de même que tous les documents qui s’y rattachent, y compris tout avis, soient rédigés en anglais seulement.

16. Entire Agreement

These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and FinCard with respect to your use of the Website and supersede all prior understandings relating to it.

FinCard Financial Services Inc. Suite 450, 11150 Jasper Avenue Edmonton, AB T5K 0C7

PART

Part B — Terms of Use: FinCard Pay App and Portal

Version 1.0. Effective [●] 2026. This version supersedes all prior versions.

1. Introduction

FinCard Pay is a commission and reward payout program operated by FinCard Financial Services Inc. (“FinCard”, “we”, “us” and “our”). It allows an organization to distribute payment amounts it has approved onto branded prepaid cards held by the individuals and businesses it chooses to pay.

These terms of use (the “Terms”) govern your access to and use of the FinCard Pay mobile application (the “App”) and the FinCard Pay program administration portal (the “Portal”), and your participation in a Program. They apply to you whether you are using the App or Portal on behalf of a Company or as a Recipient.

A Program involves three parties. FinCard owns and manages the Program and provides and operates the App and the Portal. Everyday People Financial Corp. (“EPFC”) is the payment service provider for a Program: it holds Customer Funds in trust in the Segregated Account and effects Loading. Digital Commerce Bank issues the Cards and holds Loaded Card balances. FinCard does not hold Customer Funds and has no authority to cause them to be moved.

FinCard may revise these Terms from time to time by posting an updated version on https://fincard.ca/terms-of-use and, where the change is material and adverse to you, by giving you at least thirty (30) days’ notice by email or in the App before it takes effect.

2. Scope

These Terms apply to the App, the Portal and the operation of a Program. They do not replace:

1. the Program Agreement between FinCard and a Company, which governs the commercial terms of that Company’s Program and prevails over these Terms in the event of a conflict as between FinCard and that Company; 2. the Cardholder Agreement between the Issuer and a Recipient, which governs the Card itself, including the Recipient’s rights and liability in respect of transactions, and which prevails over these Terms in the event of a conflict in respect of the Card; or 3. any Specific Documentation applicable to a particular product or service made available through the App or Portal. Where these Terms are silent on a matter addressed in one of those documents, that document applies.

3. Definitions

In these Terms:

1. “Access Information” means collectively a PIN, online username, password, passcode, biometric credential, one-time code and any other security information used to access the App, the Portal, a Company Account, a Recipient Account or a Card. 2. “App” means the FinCard Pay mobile application made available to Recipients, including any update to it. The App forms part of the Platform. 3. “Approved Payment” means a payment amount that a Company has determined is owed to a Recipient, has approved, and has instructed EPFC, by a Customer Instruction submitted through the Platform, to Load onto that Recipient’s Card. 4. “Authorized Administrator” means an individual whom a Company has authorized to access the Portal and to submit, approve or manage Customer Instructions on the Company’s behalf. 5. “Bulk Payment Run” means a single Customer Instruction submitted through the Platform that directs the Loading of Approved Payments to more than one Recipient. 6. “Card” means a prepaid payment card, whether virtual or physical, issued by the Issuer to a Recipient for use in a Program, and includes any replacement or reissued card. 7. “Cardholder Agreement” means the agreement between the Issuer and a Recipient governing the Card. 8. “Company” means a sole proprietorship, partnership, corporation or other organization that has entered into a Program Agreement with FinCard to operate a Program. 9. “Company Account” means a Company’s administrative profile and access credentials in the Portal, through which its Authorized Administrators submit and manage Customer Instructions and view Program information. A Company Account is not an account in which funds are held. 10. “Confidential Information” means all information, data or material disclosed by one party to the other in connection with a Program that is identified as confidential or that would reasonably be understood to be confidential, including Program configuration, pricing, Recipient lists, payment data and Access Information, but excluding information that is or becomes publicly available other than through a breach of these Terms. 11. “Customer Funds” means funds received into the Segregated Account for the purpose of a Program, for so long as they remain in that account and prior to Loading. 12. “Customer Instruction” means an instruction to Load Customer Funds to one or more Cards, or otherwise to deal with Customer Funds, given by a Company to EPFC and received by EPFC through the Platform. 13. “Disclosure” means any communication, notice, agreement, statement or other document that FinCard is required or elects to provide to you in connection with a Program. 14. “EPFC” means Everyday People Financial Corp., the payment service provider for a Program, which holds Customer Funds in trust in the Segregated Account, receives and executes Customer Instructions, effects Loading, and is responsible for safeguarding Customer Funds under the Retail Payment Activities Act. 15. “FinCard Group” means FinCard and each of its subsidiaries and affiliates. EPFC is not a member of the FinCard Group.

16. “Issuer” means Digital Commerce Bank, a Schedule 1 Canadian chartered bank, which issues Cards pursuant to a licence from Visa Inc., holds Loaded Card balances, and provides the Segregated Account. 17. “Load” means the transfer of Customer Funds out of the Segregated Account, on a Customer Instruction, to fund a Recipient’s Card balance held by the Issuer, at which point those funds cease to be Customer Funds, leave the trust described in section 8, and are held by the Issuer under the Cardholder Agreement. “Loading” and “Loaded” have corresponding meanings. 18. “Platform” means the technology platform provided and operated by FinCard, including the App and the Portal, through which a Program is administered and through which Customer Instructions are transmitted to and received by EPFC. 19. “Portal” means the FinCard Pay program administration portal made available to Companies and their Authorized Administrators. The Portal forms part of the Platform. 20. “Program” means a commission and reward payout program established by a Company under a Program Agreement, including the Cards issued under it, the Segregated Account, the Platform and related services. 21. “Program Agreement” means the agreement between FinCard and a Company governing that Company’s Program. 22. “Recipient” means an individual or business designated by a Company to receive an Approved Payment under a Program, and includes an employee, contractor, dealer, installer, referral partner, agent or sales partner of that Company. 23. “Recipient Account” means a Recipient’s registration and access credentials in the App, through which the Recipient views information relating to a Card. A Recipient Account is not an account in which funds are held; the Card balance is held by the Issuer. 24. “Segregated Account” means an account established and maintained by EPFC at the Issuer, used exclusively to hold Customer Funds for a Program, segregated from the operating funds of EPFC, FinCard and any other person, and designated as a professional trustee account. 25. “Specific Documentation” means any terms, conditions, disclosure or agreement applicable to a particular product or service made available through the App or Portal, whether provided by FinCard or by a third party. 26. “Unauthorized Transaction” means: (1) a transaction initiated by a person other than the Recipient, without the Recipient’s knowledge or authority and from which the Recipient receives no benefit; or (2) a transaction resulting from the loss, theft or fraudulent use of a Card or Access Information, in each case other than a transaction arising from the Recipient’s gross negligence or from the Recipient’s own disclosure of Access Information. 27. “User” means any person who accesses or uses the App or the Portal, and includes a Recipient and an Authorized Administrator.

4. Acceptance

By accessing or using the App or the Portal, by activating or using a Card, or by submitting a payment instruction through the Portal, you confirm that you have read, understand and agree to be bound by these Terms and the Privacy Policy, as each may be amended from time to time. If you are accessing the Portal on behalf of a Company, you confirm that you are an Authorized Administrator and that you have authority to bind that Company. If you do not agree to these Terms, you must not use the App, the Portal or a Card.

If you submit a payment instruction through the Portal, you acknowledge and agree that the instruction is a Customer Instruction given by the Company to EPFC, and that the Platform is the channel by which EPFC receives it. FinCard operates that channel as a technology service provided to EPFC.

5. What FinCard Does and Does Not Do

FinCard provides program management and the Platform. FinCard is not a payroll provider, an employer, an accounting system or a commission calculation engine, and FinCard does not act as an intermediary or agent between a Company and a Recipient in respect of the underlying entitlement to a payment. FinCard is not the payment service provider for a Program and is not the issuer of a Card.

The Company is solely responsible for:

1. determining who is eligible to receive a payment under its Program and on what basis; 2. calculating the amount owed to each Recipient; 3. verifying that the sale, project, installation, referral or performance target giving rise to a payment has in fact been completed; 4. characterizing each payment correctly for employment, tax and regulatory purposes, and completing any source deductions, remittances, withholdings, benefit contributions and tax reporting required of it, including in respect of employees, before instructing a Load; 5. complying with all employment standards, labour, human rights, competition, anti-bribery, franchise, dealer and industry-specific laws applicable to its Program and to the payments it makes; and 6. approving each Approved Payment before it is submitted as a Customer Instruction. EPFC Loads the amounts a Company approves and instructs. Neither FinCard nor EPFC verifies a Company’s calculations, determines whether an amount is properly owed, or withholds, remits or reports tax on a Company’s behalf. A Recipient who disputes whether a payment is owed, or the amount of a payment, must raise that dispute with the Company.

Nothing in this section limits FinCard’s responsibility for performing its own obligations under these Terms and the applicable Program Agreement, including operating the Platform so that a Customer Instruction is transmitted to EPFC accurately and without undue delay, nor does it limit EPFC’s responsibility for safeguarding Customer Funds and for the receipt, authorization and execution of Customer Instructions.

6. Company Obligations

In addition to its responsibilities under section 5, a Company agrees that:

1. it will provide accurate and current information about itself, its Authorized Administrators and its Recipients, and will promptly notify FinCard of any change, including when an Authorized Administrator ceases to be authorized;

2. it has obtained any consent required to provide a Recipient’s personal information to FinCard, and has notified each Recipient that a Card will be issued to them; 3. it will keep Access Information confidential, will not share Portal credentials between individuals, and will be responsible for all activity conducted through its Company Account; 4. it will fund the Segregated Account in advance of any Load, in accordance with the Program Agreement, by remitting funds directly to that account; 5. it will submit Customer Instructions only for Approved Payments, and will review each Bulk Payment Run before submitting it; 6. it will use the Portal only for purposes authorized by FinCard, including administering its own Program; and 7. it will not use the Program to make a payment that is unlawful, that is intended to induce a breach of duty by the recipient, or that is prohibited by the Program Agreement.

7. Recipient Terms

If you are a Recipient:

1. Your Card is issued by the Issuer and is governed by the Cardholder Agreement, which sets out your rights and obligations in respect of the Card, including in relation to Unauthorized Transactions and the fees, if any, that apply. 2. You may register for a Recipient Account only in your own legal name or, if you are receiving payments as a business, in the legal name of that business, and using information that is accurate and true. 3. Your Card is a prepaid card. It is not a credit card, it does not give you access to a line of credit, and you may not spend more than the balance available on it. It is not a deposit account and, except as required by law, no interest is payable on the balance. Your Card balance is held by the Issuer; the balance shown in the App is a presentation of information recorded in the Issuer’s records and is not an account maintained by FinCard. 4. You may use your Card wherever the applicable card network is accepted, subject to any merchant category, geographic, transaction, load or balance limits that apply to your Program. 5. You must keep your Access Information secure, must not share it with any person, and must notify us and the Issuer immediately if your Card is lost or stolen or if you believe your Access Information has been compromised, using the contact details in the App. 6. You must notify us of any Unauthorized Transaction or error on your Card within thirty (30) days of the date it appears in your transaction history, or within any longer period provided by the Cardholder Agreement or required by law. Subject to the Cardholder Agreement, you are not responsible for losses resulting from an Unauthorized Transaction that you report in accordance with this section. The Issuer has publicly committed to give effect to the Visa Zero Liability Policy, and nothing in these Terms reduces the protection available to you under that policy or under the Cardholder Agreement. 7. Funds loaded to your Card do not expire. Fees, if any, payable by you in connection with your Card are set out in the Cardholder Agreement and in the fee disclosure provided with the Card.

8. If a Card is never activated, or a balance remains on a Card after it is closed, the balance will be dealt with in accordance with the Cardholder Agreement and applicable unclaimed property legislation. 9. Whether you receive a payment at all, and how much, is determined by the Company, not by FinCard. Accepting these Terms does not entitle you to any payment.

8. Funding, Customer Funds and Loads

A Company funds its Program by remitting funds directly to the Segregated Account. From the moment those funds are received into the Segregated Account until they are Loaded, they are Customer Funds and are held by EPFC in trust for that Company as beneficiary, as separately identified and recorded in EPFC’s ledger for the Program.

The Segregated Account is maintained by EPFC at the Issuer, is used exclusively to hold Customer Funds, is segregated from the operating funds of EPFC, FinCard and any other person, and is designated as a professional trustee account. Customer Funds are not commingled with the funds of EPFC or of FinCard and are not subject to any lien, charge or right of set-off in favour of either of them.

Customer Funds are held in trust and are not a deposit of FinCard or of EPFC. Because each Segregated Account is designated as a professional trustee account, coverage under the Canada Deposit Insurance Corporation Act is determined by reference to each Company as beneficiary of the Customer Funds attributable to it, subject to that Act and to the applicable disclosure and record-keeping requirements. A Recipient is not a beneficiary of the trust. On Loading, the Loaded funds leave the trust and the Segregated Account and become the Recipient’s Card balance held by the Issuer under the Cardholder Agreement, and EPFC’s trustee responsibility for those funds ends.

EPFC will Load an Approved Payment only to the extent that the Segregated Account holds sufficient Customer Funds for the Program. A Load may be declined or delayed where the Segregated Account is insufficiently funded, where the Customer Instruction is incomplete or inconsistent, where a Recipient’s identity has not been verified, where a Card is suspended or closed, or where fraud, error or a breach of applicable law or card network rules is reasonably suspected. Where a Load is declined or delayed, FinCard will notify the Company promptly through the Platform and, where a Recipient is affected and it is lawful to do so, will tell the Recipient that the payment is being held.

No interest is payable to a Company or to a Recipient on Customer Funds or on a Card balance unless the Program Agreement or the Cardholder Agreement expressly provides otherwise.

9. Fees

Fees payable by a Company are set out in the Program Agreement. Fees, if any, payable by a Recipient in connection with a Card are set out in the Cardholder Agreement and in the fee disclosure provided with the Card, and will be disclosed to the Recipient before the Card is issued. No fee may be charged to a Recipient that has not been disclosed in accordance with applicable law.

10. Errors, Reversals and Recovery

If an amount is Loaded to a Card in error, in duplicate, in the wrong amount or to the wrong Recipient, the error may be corrected as set out in this section. Where a correction requires Customer Funds or a Card balance to be moved, that movement is effected by EPFC or by the Issuer, as applicable, and not by FinCard.

1. Where the Company caused the error. EPFC will act on the Company’s written instruction, transmitted through the Platform, to reverse or adjust the Load, and the Company is responsible for any resulting shortfall. Recovery may be made from Customer Funds held for that Company in the Segregated Account or, in accordance with the Program Agreement, by set-off against amounts otherwise payable to the Company. 2. Where FinCard or the Platform caused the error. FinCard will procure its correction at its own cost and, where a Recipient has been underpaid, will arrange for the shortfall to be Loaded promptly. Where the error was caused by EPFC or by the Issuer, that party is responsible for correcting it. 3. Recovery from a Recipient. Where an amount was Loaded to a Recipient’s Card that the Recipient was not entitled to receive, the Recipient will be given written notice identifying the amount, the date and the reason. An unspent balance on that Card may then be debited up to the amount of the error. No other account of the Recipient will be debited, and no pre-authorized debit will be initiated against a Recipient’s personal bank account. If the amount has already been spent, FinCard, EPFC or the Company may seek repayment from the Recipient, but only after notice and only to the extent permitted by law. Where the Recipient is an employee of the Company, any recovery is also subject to the employment standards legislation governing deductions from wages that applies to that Recipient, and the Company is responsible for compliance with it. 4. A Recipient who believes a correction under this section is wrong may dispute it by contacting us using the details in the App, and we will investigate, refer the dispute to EPFC or the Issuer where the matter is theirs, and respond within thirty (30) days.

11. Disclaimer and Limitation of Liability

The App and the Portal are provided on an “as is” and “as available” basis. To the extent permitted by law, FinCard disclaims all warranties, whether express, implied or statutory, concerning the accuracy, reliability, timeliness or suitability for any purpose of the information available through the App or the Portal, including any implied warranty or condition of merchantability, fitness for a particular purpose or non-infringement. FinCard does not warrant that the App or Portal will be uninterrupted or error-free, and does not warrant that they comply with the laws of any country other than Canada.

It is your responsibility to use a current version of the App and to implement the safeguards you consider prudent to protect your device and data from malicious code.

To the extent permitted by law, FinCard will not be liable for any indirect, incidental, consequential, special, exemplary or punitive loss or damage, or for any loss of profit, revenue, business, goodwill or anticipated saving, whether claimed in contract, tort, negligence or otherwise, arising out of or in connection with the App, the Portal or a Program, even if FinCard has been advised of the possibility of that loss.

Subject to the paragraph below, FinCard will not be liable for loss or damage arising from:

1. use of, or inability to use, the App or the Portal, or any failure or delay in providing a service, to the extent caused by a matter beyond FinCard’s reasonable control, including a failure of a telecommunications network, a power failure, a labour disruption, a natural event, an act of government or a failure of the card network or the Issuer; 2. a Company’s determination of eligibility, calculation of an amount, characterization of a payment, failure to withhold, remit or report tax, or failure to approve or fund a payment; 3. a Company’s decision not to make a payment, or to reduce, delay or reverse a payment; 4. a Recipient’s failure to keep Access Information secure, or a Recipient’s disclosure of Access Information to another person; 5. a dispute between a Company and a Recipient concerning whether an amount is owed; 6. the acts or omissions of a merchant, including a refusal to accept a Card or a dispute about goods or services purchased with a Card; or 7. a virus, denial-of-service attack or other harmful material affecting your device or systems as a result of your use of the App, the Portal or any third-party site linked from them, other than one originating from FinCard’s own systems as a result of FinCard’s failure to maintain reasonable security safeguards. Customer Funds are held and safeguarded by EPFC, and Loaded Card balances are held by the Issuer. Recourse in respect of Customer Funds lies against EPFC under the trust described in section 8 and its safeguarding obligations under the Retail Payment Activities Act, and recourse in respect of a Loaded Card balance lies against the Issuer under the Cardholder Agreement. Nothing in this paragraph limits FinCard’s liability for its own breach, negligence or wilful misconduct.

Nothing in these Terms excludes or limits FinCard’s liability for: (a) FinCard’s own breach of these Terms or of a Program Agreement, including a failure to operate the Platform so that a Customer Instruction is transmitted to EPFC accurately and without undue delay; (b) FinCard’s negligence, gross negligence or wilful misconduct; (c) FinCard’s fraud or fraudulent misrepresentation; (d) death or personal injury caused by FinCard’s negligence; or (e) any other liability that cannot be excluded or limited under applicable law. Where FinCard is liable under this paragraph, and subject to any higher amount required by law, FinCard’s aggregate liability to a Company is limited as set out in the Program Agreement, and FinCard’s aggregate liability to a Recipient is limited to the greater of the amount of the affected Load and five hundred dollars ($500).

12. Indemnification

A Company agrees to indemnify, defend and hold harmless FinCard, the other members of the FinCard Group and their respective employees, directors, officers and agents from and against any loss, liability, damage, penalty or expense (including reasonable legal fees) they suffer or incur as a result of:

1. any failure by the Company or its employees, agents, Authorized Administrators or subcontractors to comply with these Terms or the Program Agreement, or any misuse of the Program, the App or the Portal; 2. any representation or warranty made by the Company being false or misleading;

3. any claim by a Recipient, a taxing authority or a regulator arising from the Company’s determination of eligibility, calculation of an amount, characterization of a payment, or failure to withhold, remit or report tax; 4. any claim that the Company’s Program, or a payment made under it, breaches an employment, labour, competition, anti-bribery, franchise, dealer or industry-specific law; or 5. any violation by the Company of card network rules or of any right of a third party. A Recipient agrees to indemnify FinCard on the same basis, but only in respect of the Recipient’s own breach of these Terms, fraudulent or unlawful use of a Card, or infringement of a third party’s rights.

Neither indemnity extends to a claim that a Company or Recipient brings against FinCard, or to loss caused by FinCard’s own breach, negligence or wilful misconduct. Each indemnity is conditional on FinCard giving prompt notice of the claim, not settling it without consent, and allowing the indemnifying party to participate in its defence. This section survives termination of these Terms.

13. Electronic Signature Consent

You agree to receive all Disclosures, communications, notices, agreements and statements in electronic form, and you agree that an electronic signature, an acceptance recorded in the App or Portal, or a click-through acceptance has the same legal effect as a handwritten signature on paper.

14. Scope of Consent

Your consent under section 13 applies to all Disclosures relating to a Program, the App, the Portal and a Card, including these Terms, the Privacy Policy, fee disclosures, statements, transaction records, notices of change and legal notices.

15. Means of Communication

We may provide Disclosures by posting them in the App or Portal, by sending them to the email address or mobile number you or your Company has provided, or by any other method permitted by law. You are responsible for keeping your contact information current and for checking the App or Portal for notices. You may request a paper copy of any Disclosure by contacting us, and you may withdraw your consent to electronic Disclosures at any time; if you withdraw that consent, we may not be able to continue to provide you with a Card or Portal access.

16. Legal Effect of Consent

A Disclosure provided electronically in accordance with these Terms satisfies any legal requirement that it be provided in writing, and is deemed received on the day it is sent or posted, unless applicable law provides otherwise.

17. App and Portal Use and Access

You agree that:

1. You shall use the App and Portal only for purposes authorized by FinCard, including, as applicable, administering a Company Account or using a Recipient Account; 2. You shall not use the App or Portal on behalf of any person other than yourself, your Company or a business you are authorized to represent; 3. If you use a Recipient Account, you are resident in Canada for the purposes required by the applicable product, service, law and tax rules; 4. You are the legal age of majority in your province or territory of residence; 5. You shall keep your Access Information confidential and shall not permit any other person to use it; 6. You shall register for an account only in your own legal name or, if you are acting for a Company, in the legal name of that Company, and using information that is accurate and true; and 7. You shall provide FinCard with current and accurate information, including your legal name or business name, as applicable, and promptly notify FinCard of any change to that information. You shall not: attempt to gain unauthorized access to any part of the App or Portal or to another person’s account; interfere with or disrupt the App, the Portal or any connected network; introduce any virus or other harmful code; reverse engineer, decompile or disassemble the App or Portal except to the extent that restriction is prohibited by law; use any robot, scraper or automated means to extract data from the App or Portal; use the App or Portal for any unlawful purpose, including money laundering, terrorist financing, sanctions evasion or fraud; or use the App or Portal in a manner that breaches card network rules.

18. Acknowledgements

You acknowledge that:

1. FinCard does not determine whether you are entitled to a payment, or in what amount; 2. A Card is issued by the Issuer, and the Issuer is a party to the Cardholder Agreement, not to these Terms; 3. FinCard, EPFC or the Issuer may suspend or restrict access to the App, the Portal, a Program or a Card where fraud, unauthorized use, a breach of these Terms or a legal or regulatory requirement reasonably requires it, and access will be restored promptly once the reason for the suspension no longer applies; 4. FinCard may make changes to the App and Portal, including adding, modifying or discontinuing features, and will give reasonable notice of any change that materially reduces functionality you rely on; 5. FinCard may perform scheduled or emergency maintenance that temporarily interrupts access; and 6. Screenshots, sample dashboards and illustrative figures shown in marketing material do not represent the terms, limits or fees applicable to your Program.

19. Technical and Other Requirements

To use the App or Portal you must have a compatible device, a supported operating system, a current web browser, internet access, an active email address and, for the App, sufficient storage to install and update the App. You may also need Adobe Acrobat or equivalent software to access PDF Disclosures. You are responsible for the cost of your device, software and internet or mobile data service.

20. Licensing

Subject to the rights granted to FinCard by its licensors, FinCard grants you a limited right to access and use the App and Portal, including any updates to them (the “License”), solely for their intended purposes and in accordance with these Terms. The License is non-exclusive, non-transferable, revocable and may be exercised only by you. You may not rent, lease, sublicense, distribute, copy, reproduce, make available, exploit or otherwise commercialize the App, the Portal or the License. Nothing in these Terms represents that FinCard owns the underlying software or other intellectual property licensed to FinCard by a third party.

21. Authorization

By registering for a Recipient Account or accepting a Card, you authorize FinCard, EPFC, the Issuer and their respective service providers to use the information you or your Company has provided to:

1. Verify your identity, including by using records maintained by credit reporting agencies, telecommunications service providers and other identity verification sources, for identity verification purposes only; 2. Screen your name against sanctions, politically exposed person and other lists we are required or permitted to screen against; 3. Conduct risk, integrity and fraud assessments in relation to a Card or a transaction; 4. Issue, activate, replace, suspend or close a Card; and 5. Confirm to the Company that a Card has been issued to you and that an Approved Payment has been Loaded. An identity verification check under this section is not an application for credit and is not intended to affect your credit score. FinCard will not use your information to assess you for a credit product, and will not disclose your information to a lender for that purpose. In exercising this authorization, FinCard agrees to treat your information as confidential, to disclose it only as described in the Privacy Policy, and to protect it in accordance with the Privacy Policy.

22. Termination

A Company may terminate its Program in accordance with the Program Agreement. FinCard may suspend or terminate a Program, an account or access to the App or Portal:

1. immediately, where required by law, by a regulator, by the Issuer or by card network rules, or where FinCard reasonably suspects fraud, money laundering or other unlawful activity; 2. immediately, on a material breach of these Terms or the Program Agreement that is not capable of being cured; or 3. on thirty (30) days’ written notice in any other case.

A Recipient may close a Recipient Account at any time by contacting us, subject to the completion of outstanding transactions and applicable record-retention requirements. A Company may request closure of a Recipient’s account where the Recipient’s participation in the Program has ended. FinCard will process a valid closure request within thirty (30) days.

On termination, all rights granted to you under these Terms cease and you must stop using the App, the Portal and the Program. Any unspent balance on a Card remains the property of the Recipient and will be made available to the Recipient in accordance with the Cardholder Agreement; termination of a Program does not entitle a Company to reclaim funds already Loaded to a Recipient’s Card, except in the case of an error corrected under section 10.

Any amount properly owing by you to FinCard at termination remains due and payable, subject to the notice requirements in section 10. If an amount remains unpaid after notice, FinCard may refer it to a collection agency or pursue any other lawful remedy, and you will be responsible for reasonable collection costs to the extent permitted by law.

Following termination, all provisions of these Terms that are intended to survive shall remain in force, including the disclaimers, limitation of liability, indemnification, confidentiality and payment obligations. Termination does not affect any right, remedy, obligation or liability that accrued before the date of termination. FinCard will retain your information in accordance with the Privacy Policy and applicable law.

23. Intellectual Property Rights

All intellectual property made available through the App or Portal, including text, scripts, graphics, designs, photographs, sounds, music, video, interactive features, trademarks, trade names, service marks, logos, software, patents, rights to inventions, copyright and related rights, domain names, goodwill, design rights, database rights and confidential information (including know-how), whether registered or unregistered (collectively, “Intellectual Property”), is owned by FinCard, another member of the FinCard Group or, including in the case of the underlying App and Portal software, one or more third-party licensors. FinCard does not claim ownership of third-party Intellectual Property merely because it is made available through the App or Portal.

You may use Intellectual Property only as necessary for your authorized use of the App or Portal, and may not reproduce, redistribute, modify, sell, license or otherwise exploit it without the express written permission of its owner. Where a Company’s name, logo or colours appear on a Card, in the App or in Program materials, the Company retains ownership of those marks and grants FinCard a limited, revocable, non-exclusive licence to use them for the purpose of operating that Company’s Program. FinCard and its licensors reserve all rights not expressly granted in these Terms.

24. Confidentiality

Each party shall keep the other’s Confidential Information confidential, shall use it only for the purposes of the Program, and shall not disclose it except to those of its personnel and advisors who need to know it and who are bound by equivalent obligations, or as required by law or a regulator. This section survives termination for a period of three (3) years, and indefinitely in respect of personal information and Access Information.

25. Privacy Policy

Your use of the App and Portal, and your participation in a Program, are also governed by the Privacy Policy, which can be found here: https://fincard.ca/privacy-policy. The Privacy Policy forms part of these Terms. It explains, among other things, what a Company can and cannot see about a Recipient’s Card activity.

26. No Reliance on Information

Information provided through the App or Portal is provided for general information and program administration purposes. It is not legal, tax, accounting or payroll advice, and it is not a substitute for professional advice. Balances and transaction records shown in the App or Portal are provided in good faith but may be subject to pending authorizations, adjustments or settlement; the records maintained by FinCard and the Issuer are determinative in the event of a discrepancy, subject to your right to dispute an error under section 10.

27. Third Party Providers

A Program is operated with EPFC as the payment service provider and Digital Commerce Bank as the Issuer. FinCard also uses third parties to provide parts of a Program, including payment processors, identity verification providers and hosting providers. FinCard remains responsible to you for the performance of its own obligations under these Terms, including where it performs them through a third party that it engages. FinCard is not responsible for EPFC’s safeguarding and trust functions or for the Issuer’s obligations under the Cardholder Agreement, is not a party to the agreements between them, and is not responsible for a product or service supplied to you directly by a third party under that third party’s own agreement with you.

28. Third Party Sites

The App or Portal may link to websites operated by third parties. Those links are provided for convenience only. FinCard does not control, endorse or accept responsibility for the content, products, services, security or privacy practices of any third-party website, and your use of any such website is at your own risk and subject to that website’s own terms.

29. Internet Transmission

Information transmitted over the internet is not completely secure. We take reasonable steps to protect information transmitted through the App and Portal, including encryption in transit, but we cannot guarantee that a transmission will not be intercepted, delayed or corrupted. You should not send confidential information to us through an unsecured channel, including ordinary email.

30. Data Transfer Restrictions and Automated Systems

You may not use any robot, spider, scraper, data-mining tool or other automated means to access, monitor, copy or extract any part of the App or Portal, or to create or compile a database from it, except through an application programming interface expressly made available to you by FinCard and in accordance with its terms.

31. Waiver

No failure or delay by FinCard in exercising any right or remedy under these Terms shall operate as a waiver of that or any other right or remedy, and no single or partial exercise of a right or remedy shall prevent its further exercise.

32. Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

33. Assignment and Other Dealings

FinCard may assign, transfer or deal with its rights and obligations under these Terms to a member of the FinCard Group or to a purchaser of the relevant part of its business, provided the assignee assumes those obligations. FinCard will give you notice of an assignment that materially affects you. You may not assign or transfer your rights or obligations under these Terms without FinCard’s prior written consent.

34. Entire Agreement

These Terms, together with the Privacy Policy and, as applicable, the Program Agreement, the Cardholder Agreement and any Specific Documentation, constitute the entire agreement between you and FinCard with respect to the App, the Portal and the Program, and supersede all prior understandings relating to them.

35. Language

The parties confirm that it is their wish that these Terms, as well as any other documents relating to them, including notices, be drawn up in English only. Les parties confirment leur volonté que la présente convention, de même que tous les documents qui s’y rattachent, y compris tout avis, soient rédigés en anglais seulement.

36. Governing Law and Jurisdiction

The provincial laws of the Province of Alberta and the federal laws of Canada that apply in Alberta shall govern the interpretation, validity and effect of these Terms, notwithstanding any conflict of laws principles. You consent to submit to the jurisdiction of the courts of the Province of Alberta for any claim, proceeding or action under these Terms.

Nothing in this section deprives you of the protection of any mandatory consumer protection law of the province or territory in which you reside, or of any right you have under such a law to bring proceedings in the courts of that province or territory. Notwithstanding the foregoing, FinCard may seek and obtain injunctive relief in any court of competent jurisdiction.

37. Contact

If you have a question or complaint about a Program, the App, the Portal or a Card, please contact us at:

FinCard Financial Services Inc. o/a FinCard Pay Suite 450, 11150 Jasper Avenue Edmonton, AB T5K 0C7 [email protected] | [support telephone number]

If we are unable to resolve your complaint, you may escalate it in accordance with our complaint handling procedure, available at https://fincard.ca/complaints. A complaint about your Card may also be directed to the Issuer in accordance with the Cardholder Agreement and the Issuer’s complaint handling procedure at https://www.dcbank.ca/legal. If the Issuer does not resolve your complaint to your satisfaction or within the time permitted by law, you may refer it to the Ombudsman for Banking Services and Investments (OBSI), Canada’s designated external complaints body for banking, at www.obsi.ca.