1.0 General Services

E-C-Q© hereby agrees to provide the Customer with an Internet payment service whereby the customer can conduct purchases for services over the Internet.

E-C-Q© will provide the customer with an operating account into which the customer can place funds and withdraw funds for purchases to be made over the Internet.

Upon instruction from the customer and verification of available funds and applicable service charges, E-C-Q© will, on behalf of the customer, pay merchants specified by the customer for goods and services purchased by the customer via the Internet.

E-C-Q© will display to the customer their account balance of available funds as well as all applicable service charges prior to the customer committing those funds to any purchase the customer may be considering.

E-C-Q© will display to the customer all applicable service charges at the time the customer is conducting any transactions using their E-C-Q© account.

E-C-Q© will maintain a record of all transactions conducted by the customer and provide to the customer on a monthly basis a statement of all transactions conducted for the previous month.

E-C-Q© will make available access to the customers account information on request. This includes the basic information supplied at registration, or information subsequently modified by the customer, as well as account balance at the time of the request.

E-C-Q© will provide on request by the customer a list of transactions since the last monthly statement sent to the customer.

E-C-Q© will provide the customer with access to conflict resolution services when the customer or the merchant agrees to conflict resolution insurance when purchasing products or services.

It is the responsibility of the consumer to know and trust the merchants they conduct business with. E-C-Q© accepts no responsibility for the quality or condition of products or the conduct of merchants and customers. E-C-Q© represents the customer as a payment agent only. In the event of a dispute between the merchant and the customer, E-C-Q© will intervene on behalf of the customer solely for the purpose of determining what can be done to resolve the differences. If this intervention does not resolve the differences, E-C-Q© will have the option to invoke the conflict resolution option to assist the customer and merchant to reach a mutually agreeable solution.

2.0 Schedule of Charges/Payments

2.1
Charges for services shall be as follows and are subject to change without notice.
Note: All fees unless otherwise stated are in Canadian dollars (CAD).

E-C-Q© is providing a service to its customers. These services include the ability to deposit funds and conduct Internet business without having to provide personal or financial information to Internet merchants, to act as an intermediary between the customer and the merchant, and to facilitate a method of conflict resolution should the need arise.

NOTE: E-C-Q RESTRICTS THE TOTAL AMOUNT TO BE MAINTAINED IN AN ACCOUNT. THE MAXIMUM LIMIT IS $500.00 CANADIAN DOLLARS OR EQUIVALENT.

Deposit Fees

Cheque or Money Order Deposits.
0.5% of the base deposit amount.
Minimum $0.75 cents CAD Canadian currency equivalent.
Maximum $5.00 CAD Canadian currency equivalent.

Credit Card Deposit Fee
A deposit fee of 4.0% will be applied on all credit card deposits.
This includes all charges levied by the credit card company.
Minimum fee: $2.00 CAD Canadian currency equivalent.

Direct Deposit / Wire Fee
Wire and Direct Deposits will be accepted by E-C-Q.
Deposits up to $100 CAD Canadian currency equivalent $0.75 cents CAD Canadian currency equivalent.
Deposits over $100 CAD Canadian currency equivalent $11.00 CAD Canadian currency equivalent.

Other Fees

Write a Cheque Fee
The fee for chequing services will be:
0.5% of the base cheque amount.
Minimum $0.75 cents CAD Canadian currency equivalent.
Maximum: $5.00 CAD Canadian currency equivalent.

Partial Payment Service Fee
Where payment in full to merchants, conflict resolution insurance is optional.
When making a partial payment to merchant conflict resolution insurance is mandatory.
Fees for Conflict Resolution Insurance:
Transaction amount / Fee
$1.00 - $100.00 CAD = $2.00 CAD
$100.00 - $300.00 CAD = $3.00 CAD
over $300.00 = 1.0% of transaction fee

Special Services
Any service required by the customer that is not within the normal range of services provided by E-C-Q© will be charged to the customer on a per instance basis. Charges will be advised to the customer prior to commencing the work.

Foreign Exchange Transactions
From time to time it may be necessary for the customer to issue a cheque in a currency different from the account currency. E-C-Q© will convert the customers' money to the required currency to pay the merchant.
Fee for foreign exchange transactions will be $0.75 cents CAD Canadian currency equivalent per transaction.

Merchant Refusal of Settlement Costs
On occasion a merchant may refuse to accept the fees for the purchase transaction.
The customer will be advised of those occurrences and fees in dispute.

If the customer chooses to continue with the transaction then the merchant settlement fees will be deducted from the customers account.

2.2 The Customer agrees that E-C-Q© shall deduct service charges pursuant to 2.1 above from the customers account prior to authorizing any payment to the merchant.

3.0 Data Processing Services

3.1
Availability of Service
Data services will be available to the Customer 24 hours per day, 365 days per year, except time required by E-C-Q© for adequate hardware and software maintenance. Whenever possible, E-C-Q© will post in advance a notice of the non available times due to servicing and maintenance of its systems. This notice will be posted on E-C-Q©'s Welcome Page.

3.2
Account Access Assignment
E-C-Q© will provide the customer with:
1. An account number.
E-C-Q© will require from the customer to provide:
1. A single unique user ID.
2. A password.
All of which will be required to access the account services provided by E-C-Q©.
The customer will be responsible to keep these confidential.

3.3
Capacity and Response Time
E-C-Q© will maintain hardware and software of sufficient capacity, and in a manner adequate, to ensure that the customers' average on-line processing response time shall not exceed 15 seconds during routine operations. Response time shall be defined as, the interval of time between the initiation of an on-line transaction by a user, and the receipt of a response from the system.

4.0 Customer Obligations

4.1
The Customer agrees to provide E-C-Q© with complete and accurate information about the customer as requested in the customer registration form.

4.2
The Customer further acknowledges that this is a service provided by E-C-Q© for the customers' convenience.

4.3
The customer is responsible for maintaining their account information as confidential and the customer acknowledges that sharing this information with another person is not permitted.

4.4
The customer understands and agrees that:
E-C-Q© will maintain the customer's account information as confidential and secure from any other persons other than authorized E-C-Q© employees and the customer.
E-C-Q© would be required to comply with a lawful order under the laws of Canada and British Columbia Canada to reveal that information to the appropriate authorities.

4.5
Email is the primary method of communication between E-C-Q© and its customers therefore the customer agrees to keep E-C-Q© informed of their current email address and to periodically verify accuracy of that information. The customer acknowledges that E-C-Q© does not accept responsibility for keeping customer account information current and will not be held liable for any misdirected mail that results from a wrong address being recorded by the customer.

4.6
The customer agrees not to use E-C-Q© Payment Systems Inc. as a method of obtaining pornographic material or services from any Internet merchant or service provider. The customer acknowledges E-C-Q©'s policy regarding this type of material and services to be a personal choice and will not compromise E-C-Q©'s corporate policies of non-support to this industry by attempting to obtain these services through payments by E-C-Q© Payment Systems Inc. The customer further agrees that E-C-Q© reserves the right to cancel account privileges and refund any outstanding monies in that account should the customer or any other person authorized by the customer having access to this account break this agreement.

4.7
The customer agrees to conduct business with merchants in an honest and honourable manner.

4.8
The customer shall not hold E-C-Q© liable for any financial transaction, between Merchant and customer, after E-C-Q© has provided funds to the delivery service provider chosen by the Merchant.

4.9
The customer agrees to participate in a conflict resolution process selected by E-C-Q© in the event of a dispute between the Merchant and the customer.

4.10
Customer agrees to abide by and be bound by the terms of this agreement.

5.0 E-C-Q©'s Obligations
E-C-Q© agrees to abide by the terms of this agreement and supply the following:

5.1
E-C-Q© agrees that it shall create and maintain, discrete, separate, and secure, off-Line storage of all customer's confidential account information.

5.2
E-C-Q© shall create discrete back-up copies, and store off-site, all files, on a daily, weekly and monthly basis, and will maintain such back-up copies on a current basis in accordance with established back-up procedures.

5.3
E-C-Q© shall use reasonable care to minimize the likelihood of all damage, loss of data, delays, and errors resulting from uncontrollable events, and should such damage occur, E-C-Q© shall use its best efforts to mitigate the effects of such occurrence.

5.4
E-C-Q© will maintain a separate account of all funds being held on behalf of customers and merchants. E-C-Q© will have the transactions of those accounts audited on a semi-annual basis commencing in July 2001. The auditor will be a registered chartered accountant, with credentials supplied by the Canadian Chartered Accountant Association.

6.0 Property Rights to Data, Confidentiality, and Security

6.1
E-C-Q© hereby acknowledges that all data relating to the Customers' business affairs is to be kept confidential. E-C-Q© agrees that E-C-Q© shall keep confidential all such data, and further, that E-C-Q© shall not disclose, divulge, or use any of such data otherwise, but in accordance with this agreement. E-C-Q© shall exercise to this end, the same care to preserve the confidentiality of such data as E-C-Q© exercises in connection with its own data of similar value or confidentiality. E-C-Q© covenants and agrees that it will take all necessary steps, including instruction of its employees and/or agents, to ensure that the confidentiality of all input data, output data, data files, and the master files belonging to E-C-Q© are maintained in a secure environment.

7.0 Input Data

7.1
All input data shall be submitted to E-C-Q© through transmission by means of telephone lines, or cable lines, utilizing on-line terminal equipment functionally compatible with the computer, and with the appropriate communications lines and devices in place.

7.2
The customer is solely responsible for the accuracy of its input data, and if such input data is incorrect, or incomplete, the customer shall have the option to either correct, complete, or otherwise prepare such input data for data entry and/or processing, or upon notification by E-C-Q© to pay E-C-Q© the applicable costs as set forth in the Schedule of Charges (see 2.0) for any additional work performed by E-C-Q© to correct, complete, or otherwise prepare such input data for data entry and/or processing.

8.0 Limitation on Liability

8.1
E-C-Q© will use due care in provision of services and products to the customer, but will not be liable for any delays, losses, damages, penalties, costs, expenses, or inconvenience to the customer, caused by the provision of such services or products unless such damages arise from E-C-Q© 's negligence or wilful default. In this case E-C-Q© shall only be liable for any direct damages up to the aggregate total of the processing fees as established by the E-C-Q© Schedule of Charges (see 2.0) pertaining to the incidental transaction where loss took place.

8.2
Under no circumstances will E-C-Q© be liable for, or the customer have a remedy for, the recovery of any special, indirect, or consequential damages, even if E-C-Q© has been advised of the possibility thereof, including, but not limited to, lost profits, lost revenues, failure to realize expected savings, other commercial or economic losses of any kind, or any damages caused by the customers' failure to meet the customers' obligations set out in this agreement.

9.0 Telecommunications

9.1
E-C-Q© and the Merchant acknowledge that the input data, processing or output may, from time to time, be partially or wholly interrupted or inaccurate as a result of a telecommunication or cable interruption.

9.1.1
In the event that this occurs the parties agree that
- E-C-Q© shall execute resolution measures and practices as soon as it becomes aware of an interruption in order to aid the party providing the service to provide timely and accurate restoration of its services.
- All additional processing costs arising out of telecommunication/cable interruptions shall be borne by the customer.

9.2
E-C-Q© shall not be liable for loss or damage of any kind whatsoever arising as a result of such telecommunication interruption.

10.0 Ownership

10.1
Title to, ownership of and all proprietary rights in E-C-Q© products, trademarks, tradenames, and other material and information are reserved unto, and at all times, shall remain with E-C-Q©. This agreement in no way vests the customer with any proprietary interest in E-C-Q©, its' products, tradename, trademark, or other materials and information.

10.2
All right, title, and interest in, and to the data provided by the customer belongs to the customer.

11.0 Force Majeure
Except as provided in this agreement, E-C-Q© shall not be liable for failure to furnish Merchant services if due to causes or conditions beyond its reasonable control.

12.0 Assignment
Neither party may assign this agreement, or any of the rights or obligations hereunder, without prior written acceptance of these terms by the other party.

Copyright E-C-Q 1999-2001