Last Updated. Oct 6, 2014.

Definitions

"Agreement" means this agreement including all subsequent amendments.

"Authorization" or "Authorize" mean your authorization of a payment through the Service by entering your Financial Institution account Bank Login Information and clicking "Approve".

“Bank Account” means all personal Canadian dollar bank accounts.

"Bank Login Information" means your existing access information for your online banking, which may consist of a login and password, debit card number, security answers, Social Insurance Number (SIN) or any other information that you have provided to your Financial Institution to authenticate your use of their online banking services.

“Business Days" means Monday through Friday, excluding Holidays.

“Chargeback" means a request made by a User directly to their Financial Institution to invalidate or reverse a payment.

"Claim" means a request for reimbursement made to iDebit by the User.

"Financial Institution" means the bank or institution designated by a User to fund a Payment Transaction to the Merchant.

“Financial Institution Account" means a User's account at the Financial Institution that holds the funds used to make a Payment Transaction to a Merchant.

"Holidays" means the days that the banks in your jurisdiction are closed. If a Holiday falls on a Saturday or Sunday, iDebit shall observe the Holiday on the following Monday.

“iDebit," "we," "us" or "our" means iDebit Payments, Inc. and its subsidiaries and affiliates.

"Merchant” is an entity selling goods and/or services and using the Service to receive payment from the User.

"Merchant Processing Delay" means any delay between the time you Authorize a payment and the time the Merchant recognizes your payment as being made.

"Payment Transaction" means a payment to a Merchant that you Authorize through the use of the iDebit Service or a refund from a Merchant.

“Pending Refund” means funds that have been refunded from a Merchant to a User that have not yet been transferred to the User’s Financial Institution Account.

“Personal Information” means any identity or Financial Institution Bank Login Information provided by the User or third party verification service, including, but not limited to full name, address, telephone number, date of birth, Social Insurance Number (SIN), Bank Account and Financial Institution data.

"Policy," or "Policies" means any Policy or other agreement between you and iDebit that you entered into on the iDebit website, or in connection with your use of the Service.

"Restricted Activities" means those activities described in the Restricted Activities Section of this Agreement.

”Reversal" means an action taken by a User or a User's Financial Institution to reverse or stop the settlement of funds that were Authorized through the Service.

”Service" means the facilitation of a Payment Transaction for the purchase of goods or services between a Merchant and a User through iDebit.

“Service Credentials” mean the username, password or other information that you use to Authorize Payment Transactions or to access your User Profile

"Third Party" or "Third Parties" means a person(s) or entity other than the parties to this Agreement.

“User”, "you" or "your" means you and any other person using the Service.

"User Profile" means the collected transaction and personal data on your profile page available through secure login on the iDebit Web site for your convenience.

1. Acceptance of Terms

This Agreement is a contract between you and Instadebit International Solutions Ltd. (“iDebit”) and applies to your use of iDebit's Services. You must read, agree with, and accept all of the terms and conditions contained in this Agreement. Each time you use or access the Services, you agree and accept the terms and conditions of this Agreement. If you find this Agreement unacceptable to you at any time, please discontinue your use of iDebit's Services. We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective as of the time we post it. In addition, if the revised version includes a change to the terms of this Agreement that reduces your rights or increases your responsibilities we will provide you with thirty (30) days' prior notice of this change by posting notice on the "Terms of Use" page of our website.

2. Description of Service

iDebit is a Service that provides third-party payment processing services on behalf of Merchants. Through iDebit, Merchants can accept User payments for the purchase of goods and services made from a Merchant's web site in the form of a debit from the User's Financial Institution Account. During a Purchase Transaction you are redirected with the payment data from the Merchant web site to your Financial Institution's online banking. To facilitate each payment, iDebit will request you enter your Bank Login Information to access your Financial Institution Account and approve the payment for the purchased goods or services through the online bill payment or electronic funds transfer functionality offered by your Financial Institution. Your Bank Login Information will not be stored by iDebit and, as such, must be re-entered by you on every transaction.

3. Service Access

Access to a Financial Institution Account is limited to currently available institutions and may not include all account types from all institutions, and may not include your Financial Institution. The iDebit Service may not be available to you depending on which Financial Institution(s) you use. Furthermore, for those Financial Institutions that are available to the Service, access is dependent on you providing iDebit access to necessary information in order for iDebit's servers to communicate with your Financial Institution's server, potentially including your name, government ID number, account number, mother's maiden name, personal identification number (PIN) or other personal information. This information will only include information you have already provided to your Financial Institution for online access. Further, you acknowledge that providing Bank Login Information through iDebit may constitute a grant of authority to access your Financial Institution Account for purposes that include the entering of Merchant payment data, confirming the balance in your Financial Institution Account, submitting the Payment Transaction requested by the Merchant for clearing through bill payment or other electronic fund clearing networks and providing confirmation to the Merchant that the Payment Transaction has been completed.

iDebit cannot guarantee access if the Internet connection for your online or Internet service provider or chosen Financial Institution is down or inaccessible or if you provide incorrect information. Should your chosen Financial Institution terminate your online access to their servers or should your online or Internet service provider terminate your service, the Service will be inaccessible to you. iDebit is not responsible for any fees, long-distance, toll or other charges you incur while using the Service.

For more information on iDebit's privacy policies, information practices, or disclosure policies, please see the iDebit Privacy Statement.

4. Your Financial Institution

You understand that iDebit provides a link to your Financial Institution for your convenience, but that (i) by activating the link you authorize iDebit to access your Financial Institution's web site, and (ii) you are responsible for all bill payments or electronic money transfers made by you using this Service.

You understand that your Financial Institution may not have consented to and/or endorsed, and may not have knowledge of the access by you through iDebit to its online banking service and that in this context iDebit is acting as a facilitator on behalf of the Merchant and you, and not on the behalf of any Financial Institution. Your Financial Institution may discourage or prohibit the disclosure of Bank Login Information or deny liability to the user if the Bank Login Information is disclosed to iDebit. iDebit does not warrant or represent that its Services comply with the terms set forth by your Financial Institution. If you have any concerns as to whether the disclosure of your Bank Login Information to iDebit is permitted, what the consequences of such disclosures are, and what liability will be in connection with such disclosure, you should review your agreement with your Financial Institution. You should take all necessary actions to ensure that iDebit is an authorized user on your account with the Financial Institution.

5. Your Authorization of iDebit Services

You acknowledge that iDebit is a third party payment provider acting on behalf of Merchants to allow Users to make payments for the purchase of goods and services. You Authorize iDebit to act as a Payment Transaction facilitator for the purchase of goods or services from a Merchant and to access your Bank Login Information and make bill payments or electronic funds transfers from the web site of your selected Financial Institution. You acknowledge and agree that in this context iDebit is acting as a facilitator on behalf of the Merchant, and not on behalf of you, or your Financial Institution. You agree that the Financial Institution will be entitled to rely on the foregoing Authorization as granted by you to iDebit. You are responsible for any fees imposed by a Merchant or Financial Institution associated with the facilitation of this Service.

For Canadian Users of iDebit, in the case of Banks that utilize electronic funds transfers, you agree that this Agreement constitutes "a writing signed by you" under any applicable law or regulation including the CPA Rule H1 for the PAD (electronic cheque) payment option and that you grant iDebit the right to access your Bank Account zero to two business days after you instruct us to make a Payment. You also agree that the bank clearing time may be dependent upon factors outside of our control, such as delays in the banking system.

6. Your Username, Password and Security

When you elect to create an iDebit account you will select a username and password to Authorize payments and access your Account Profile in the future. You are solely responsible for use of the Service. You agree to protect and keep confidential your password to prevent unauthorized use of iDebit's Services. If you are aware or suspect that your password has been misused, lost, or stolen or is known by an unauthorized individual, you must notify iDebit immediately. iDebit is not responsible for losses incurred as a result of misuse of passwords or accounts. You agree to accept full responsibility for any transaction or liabilities that arise from a violation of this clause.

7. Your Privacy

Except as outlined in the iDebit Privacy Policy and below in the Eligibility and Identity Verification Section, iDebit will not sell, exchange, or release your personal information or Bank Login Information to any Third Party without your express written permission, unless required by law, court, or governmental order. Notwithstanding, iDebit may share or publicly disclose compiled, aggregated data containing information that does not personally identify you. See the iDebit Privacy Policy Statement for more information on iDebit's privacy practices.

8. Eligibility and Identity Verification

In order to use the Service, you must provide iDebit with valid and accurate information, including but not limited to: full name, home address and telephone number, a country specific government ID number, date of birth, and Bank Login Information. iDebit reserves the right to refuse Payment Transactions on the basis of identity inconsistencies, suspected fraud, or any other reason deemed sufficient by iDebit. You authorize iDebit, directly or through Third Parties, to make any inquiries we consider necessary to validate your identity. You authorize iDebit to access your Credit Bureau file and other Third Party data sources to verify the personal information you have supplied. iDebit will only use Third Party identity verification suppliers that meet iDebit's privacy protection standards. Because User verification on the Internet is difficult, iDebit cannot and does not guarantee it will be able to verify any user's identity.

You authorize iDebit to store your Personal Information and to associate this information with your Service Credentials in order to allow you to Authorize Payment Transactions without the need to re-enter your Personal Information and to access your User Profile through the iDebit Web site.

To be eligible for our Services, you must be at least 18 years old and a resident of one of our supported countries. iDebit accepts no responsibility for verifying the age of any User or the appropriateness or legal compliance of the age verification policies or procedures employed by any Merchant or whether any policies or procedures are in place.

9. Method of Communication

To the fullest extent permitted by applicable law and usage, this Agreement and any other agreements, notices or other communications regarding your use of the iDebit Service, may be provided to you electronically and you agree to receive communications in an electronic form. Electronic communications may be posted on the pages within the iDebit website and/or delivered to your email address. You should print a copy of any communications and retain them for your records. All communications in either electronic or paper format will be considered to be in "writing," and are considered received no later than five (5) Business Days after posting or dissemination, whether or not you have received or retrieved the communication. iDebit reserves the right, but assumes no obligation, to provide communications in paper format. Your consent to receive communications electronically is valid until you revoke your consent by notifying iDebit of your decision to do so, by sending an email message to security@idebitpayments.com. If you revoke your consent to receive communications electronically, iDebit may terminate your right to use the iDebit Service.

For security reasons, when you contact our customer service department you may be required to verify your identity through various forms of identification including but not limited to: photo identification, bank documents and/or utility bills.

10. Intellectual Property

"idebitpayments.com," "iDebit," and all related logos, products and services described in our website are either trademarks or registered trademarks of iDebit or its licensors. You may not copy, imitate or use them without iDebit's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of iDebit. You may not copy, imitate, or use them without our prior written consent.

11. Service Fees

iDebit reserves the right to change the fees it charges for its Services from time to time. Updates will be indicated on the applicable web page and will be displayed on the approval page of the transaction. However, your Financial Institution may charge you a fee for the bill payment or electronic transfer associated with each Payment Transaction you initiate through the iDebit service. You should consult the terms and conditions of your Financial Institution for more information about any such fees. You are entirely responsible for any fees charged by your Financial Institution that result from your use of the iDebit service.

12. Currency Conversion

iDebit provides currency conversion for the convenience of its customers. iDebit and/or its suppliers set the exchange rate which includes a premium to compensate for the currency risk involved in the provision of this service. You agree that the rate of exchange for any cross currency transaction initiated by you for either deposits or withdrawals will be set by iDebit at its sole discretion and that the rate may differ from the spot rate or the rate offered by the chartered banks.

13. Pending Refunds

When a Merchant sends a refund to a User, those funds are held as a Pending Refund until the User Authorizes iDebit to transfer said funds to the Financial Institution Account. You acknowledge that a Pending Refund, or the sum of any number of Pending Refunds does not constitute a balance or account held on behalf of a User, but is instead a temporary hold on funds to be transferred to your Financial Institution Account.

For convenience, iDebit allows Users to Authorize iDebit to settle Payment Transactions to a Merchant using Pending Refunds provided that the sum of the Pending Refunds is in the same currency of the Payment Transaction and is sufficient to cover the entire amount of the Payment Transaction, plus any applicable fees.

14. Withdrawing Funds

(in jurisdictions where feature is available)

The withdrawal of any Pending Refund to the User’s Financial Institution Account will only be made to the Financial Institution Account that is registered and on file at iDebit where the bank transfer service is available. If the Financial Institution Account on file has been closed, or is unavailable for some other legitimate reason, we require you to provide iDebit with a number of forms of identification and verification including faxed copies of provincial or federal identification, bank documents and address verification. In jurisdictions where the bank transfer service is not available but the withdrawal feature is available, a physical cheque or money order will be sent. To withdraw funds, log in to your iDebit account, click on withdrawal and follow the prompts.

15. iDebit is not a Bank or Financial Institution

iDebit is a third party processor that facilitates Payment Transactions on behalf of Merchants. iDebit is not a money transmitter, Financial Institution or other chartered depository institution. Funds held by iDebit or its service providers (including any Financial Institution service providers) in connection with the processing of Payment Transactions are not deposit obligations and are not insured for the benefit of the User by any insurance or government agencies.

16. Refused Payment Transactions

iDebit does not guarantee that the Merchant and/or your Financial Institution will accept and/or process any Payment Transaction made by any User. You agree that you will not hold iDebit liable for any losses or damages resulting from a Merchant's or Financial Institution's decision not to accept and/or process a Payment Transaction made through the Service. If you initiate a transaction on an account that is returned or refused by your Bank for any reason whatsoever including but not limited to insufficient funds, closed or suspended accounts, iDebit will request information that will enable us to collect any unclaimed, refunded, or denied payment from your Financial Institution Account within thirty (30) days of the date you initiate payment.

In the case of refunds/funds sent to your bank account, you agree to provide iDebit with all necessary information to refund your money. This information may include the name of your Financial Institution, routing/IBAN/Swift and account number. Furthermore, you agree that if you are unwilling to provide this information, iDebit may refund your money by sending a check or money order to your address registered with the Service and charge you a fee of $25 for each check or money order sent.

17. Merchant Processing Delay

iDebit makes no guarantees as to when a Merchant will recognize that a Payment Transaction has been completed and you agree that iDebit will not be liable for any actual or consequential damages arising from any Merchant Processing Delay. Certain Merchants may treat Payment Transactions as pending until the Merchant receives the funds from your Financial Institution. The Merchant will inform you of their payment processing policies on their Web site or as part of their terms of use.

18. Processing Delay

iDebit shall make reasonable efforts to ensure that Payment Transactions are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete the processing and or settlement of Payment Transactions or refunds because our Service is largely dependent upon many factors outside of our control, such as delays in the banking system. You agree that iDebit will not be liable for any actual or consequential damages arising from any claim of delay in the processing or settlement of any Payment Transaction or refund.

19. Failed or Incomplete Payment Transactions

If a Payment Transaction from your Financial Institution's Account fails, is not on time, or is not in the correct amount, we will not be liable if:

  1. through no fault of iDebit, you do not have enough available funds or have exceeded the available funds in your Financial Institution's Account to complete the Payment Transaction;
  2. the Services were not working properly, and you knew or had reason to know about the malfunction when you made the Payment Transaction;
  3. circumstances beyond iDebit's control (such as internet outage, fire or flood) prevented the Payment Transaction, despite reasonable precautions iDebit has taken;
  4. there are processing delays by the Merchant and/or your Financial Institution; or
  5. for any reason whatsoever, the Merchant and/or Financial Institution refuses the Payment Transaction.
20. No Splitting Payments

You may not split payments between different Financial Institution accounts for one Payment Transaction. Each Payment Transaction must be paid in full through one Financial Institution Account.

21. Inactive Accounts

If your iDebit User Profile has been blocked, suspended or has had no transactions for a period of 90 days that User Profile shall be classified as inactive ("Inactive"). If you do not access your iDebit User Profile for a period of five years, it will be terminated.

If your iDebit User Profile has been Inactive for a continuous period of twenty-four (24) months any Pending Refund amounts remaining in your User Profile shall be forfeited to iDebit.

22. Closing your User Profile

You may close your User Profile at any time by sending a request to security@idebitpayments.com. You may not close your User Profile to evade an investigation or claim. You will remain liable for all obligations related to your User Profile even after the User Profile is closed.

23. Restricted Activities

In connection with your use of our website, your User Profile, or the Service, or in the course of your interactions with iDebit, or a Third Party, you will not:

  1. breach this Agreement or any other agreement that you have entered into with iDebit (including a Policy);
  2. violate any law, statute, ordinance, or regulation;
  3. infringe iDebit's or any Third Party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
  4. act in a manner that is defamatory, libelous, threatening or unlawfully harassing;
  5. provide false, inaccurate or misleading information;
  6. send what we reasonably believe to be potentially fraudulent funds;
  7. provide any personal information that is not your own;
  8. use any Financial Institution Account or Bank Login Information that does not belong exclusively to you;
  9. violate any terms, conditions or agreements that you have agreed to with your Financial Institution;
  10. attempt to commit any act of fraud or unauthorized access to anyone's Financial Institution Account or personal information;
  11. refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
  12. use an anonymizing proxy or any service, technology or system that conceals - or attempts to conceal your location or IP address;
  13. control an User Profile that is linked to another User Profile that has engaged in any of these Restricted Activities.
  14. facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
  15. use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
  16. use any device, software or routine to interfere or attempt to interfere, with our website or the Services;
  17. take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
  18. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
  19. take any action that in any way threatens or undermines the security, stability or continuity of the iDebit system or Service.
  20. For Canadian Users, whose banks utilize the EFT method of transferring funds: engage in behavior that could reasonably be construed as "kiting checks" a method whereby a depositor utilizes the time required for checks to clear to obtain an unauthorized loan without any interest charge. This includes, but is not limited to, authorizing a payment through iDebit with the knowledge that the funds are not available in the registered bank account, and then depositing checks to cover the transaction.
24. Your Liability

You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties and other liability incurred by iDebit, or a Merchant caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse iDebit or an iDebit Merchant for any and all such liability.

25. Actions by iDebit

If you engage in any Restricted Activities, or initiate any Reversals, Chargebacks, Claims, fees, fines or penalties, we may take various actions to protect iDebit or any Merchant from liability. The actions we may take include but are not limited to the following:

  1. we may close, suspend, or limit your access to your User Profile or the Service;
  2. we may contact your Financial Institution, law enforcement, or impacted Third Parties of your actions;
  3. we may update inaccurate information you provided us;
  4. we may refuse to provide our Services to you in the future;
  5. we may take legal action against you; or
  6. we may take any funds in Pending Refunds from Merchants, or any funds held by iDebit Merchants on your behalf to recover amounts owing to iDebit for any Reversals, Chargebacks, Claims, fees, fines or penalties.
26. Termination of Service

iDebit, in its sole discretion, reserves the right to terminate this Agreement, access to its website, access to the User Profile, or access to the Service for any reason and at any time. If we limit or restrict access to your User Profile, we will provide you with the opportunity to request restoration of access if appropriate.

27. Identifying Errors and/or Unauthorized Transactions

You can inspect your Payment Transaction history at any time by logging in to your User Profile on the iDebit website and clicking the "Transaction History" tab. It is very important that you immediately notify iDebit if you have reason to believe any of the following activities have occurred: (i) there has been an unauthorized transaction from your Financial Institution Account; (ii) there has been unauthorized access to your iDebit User Profile; (iii) your Bank Login Information, or other online banking information or Service Credentials has been compromised; (iv) someone has transferred or may transfer money without your permission (collectively called "Improper Access").

28. Notifying iDebit of Unauthorized Transactions

To notify us if you believe there has been or will be an unauthorized transaction on your User Profile contact security@idebitpayments.com or the iDebit toll-free support line. If you initially provide information to us via the telephone, you may be required to send your complaint or question in writing within ten (10) Business Days after the phone contact.

29. Review of Reports of Unauthorized Transactions

If you believe that your Financial Institution Account is being used without your authorization, you should contact your Financial Institution immediately and you should immediately change your password through your online banking service. Since iDebit does not store or log your banking credentials or any information requested by your Financial Institution during the course of a Payment Transaction, any unauthorized transaction activity is the result of your Financial Institution Account access information being compromised through another source; therefore it is essential that you inform your Financial Institution immediately.

30. Liability for Unauthorized Transactions

Any claim for liability for unauthorized Payment Transaction(s) should be made to your Financial Institution. Your agreement with your Financial Institution will have specific policies and procedures for lost or stolen Bank Login Information that results in financial loss.

31. Errors

In case of errors or questions about your Payment Transactions, you should notify iDebit through application messaging, e-mail or telephone. Never include your Service Credentials, Bank Login Information or other confidential information in email or messaging. Our customer service staff may ask you to log in to your account through the www.idebitpayments.com web site, but will never ask you to provide your password to them directly. You should never give your Service Credentials or Bank Login Information to anyone or enter it into any web site unless the web site contains a valid security certificate issued to www.idebitpayments.com.

In case of an error or inquiry about a Payment Transaction you must: 1) provide us your name and email address; 2) describe the error or the Payment Transaction, and provide a detailed explanation as to why you believe an error has occurred or why more information is necessary; and, 3) provide us the dollar amount of the suspected error. If you tell us verbally, we require that you send your complaint in writing within ten (10) Business Days. We will disclose the results of our investigation within ten (10) Business Days from receipt of your complaint or inquiry, and will correct any error promptly. If more time is necessary, however, we may take up to forty-five (45) calendar days to investigate the complaint or inquiry. We may require that you provide us with copies of documentation, such as Financial Institution statements showing the error, which may be needed in our investigation. You agree to provide this documentation promptly upon request. Any delay in providing this documentation will result in a delay of our investigation. We may also contact your Financial Institution or ask you to contact your Financial Institution in order to conduct our investigation. You are required to cooperate with our investigation of any error.

32. Disputes between Consumers and Merchants

You should report any unethical activities by any Merchants using the iDebit Service to security@idebitpayments.com. However, you are solely responsible for confirming the identity and legitimacy of the Merchant in any Payment Transaction. You are fully responsible for any goods bought or any services provided by Merchants and settled through the iDebit system. You agree that Payment Transactions are final and not reversible. Any disputes that arise between Users and Merchants relating to payments made are not the responsibility of iDebit. You acknowledge and agree that iDebit does not make any guarantees, or accept any liability, regarding purchases made using the iDebit Service. You further acknowledge that iDebit makes no representations as to the quality, safety, or legality of the merchandise received, nor that the Merchant will ever ship the merchandise.

33. Release of iDebit

If you have a dispute with a Merchant you release iDebit (and our officers, directors, agents, contractors and employees) from any and all Claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

34. No Waiver

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

35. Limitations of Liability

IN NO EVENT SHALL iDEBIT OR ITS AFFILIATES OR ITS OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, AGENTS, CONTRACTORS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

36. No Warranty

iDEBIT, OUR AFFILIATES, AGENTS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. iDEBIT, OUR AFFILIATES, AGENTS, EMPLOYEES, CONTRACTORS AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES AND CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. iDebit does not have any control over the products or services that are paid for through our Service and iDebit cannot ensure that a Merchant you are dealing with will actually complete the Payment Transaction. iDebit does not guarantee continuous, uninterrupted or secure access to our Service, and operation of our site may be interfered with by numerous factors outside of our control. iDebit will make reasonable efforts to ensure that requests for electronic debits and credits are processed in a timely manner but iDebit makes no representations or warranties regarding the amount of time needed to complete processing because our Service is dependent upon many factors outside of our control, such as delays in the banking or postal system.

37. Indemnification

You agree to defend, indemnify and hold iDebit, its affiliates, agents, contractors, officers, directors and employees harmless from any claim or demand (including legal fees) made or incurred by any Third Party due to or arising out of your breach of this Agreement and/or your use of the Services; however arising – including negligence.

38. Governing Law, Complete Agreement

This Agreement is governed by the laws in force in the Province of Ontario, Canada and sets forth the entire understanding between you and iDebit with respect to the Service. The parties agree to the exclusive jurisdiction of the courts of Ontario located in Toronto, Ontario for all matters arising in connection with this agreement. Any sections, as well as any other terms which by their nature should survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

39. Invalidity of Specific Terms

If any provision of these terms or any document incorporated by reference is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of such documents remain in full force and effect.