SCHEDULE “B” – AGREEMENT TO SAFEGUARD PERSONAL INFORMATION

RECITALS:

WHEREAS on and subject to the terms and conditions of this Agreement, the Client intends to disclose and/or transfer certain Personal Information (as defined below) to the Recipient for purposes of the Activity whose terms are defined in this Agreement.

NOW THEREFORE, in return for the promises and mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Client and the Recipient agree as follows:

ARTICLE 1 – DEFINITIONS

In this Agreement, the following terms will have the following meanings:

“Activity” means the provision of services by the Recipient to the Client, which services require the delivery of Personal Information (as defined below) of individuals in accordance with the terms and conditions of a Merchant Services Agreement between the parties of even date.

“Agreement” means this Agreement to Safeguard Personal Information and any document signed by the Parties amending this Agreement;

“Personal Information” means any information about an identifiable individual provided by the Client to the Recipient for the purposes of the Activity defined within this Agreement.

“Processing” means any manual or automated form of collection, use, transmission, disclosure, storage, reproduction, manipulation, modification, or access to the Personal Information.

“Safeguard(s)” means any method or combination of methods that have been agreed to between the Recipient and the Client to protect the personal information from loss or theft, as well as unauthorized access, disclosure, copying, use or modification.

“Third Party” means any individual, organization, corporation, or other entity, which is not affiliated, associated, employed or otherwise controlled by the Recipient or the Client.

ARTICLE 2 – SAFEGUARDS TO BE APPLIED

The Recipient acknowledges and confirms that the Personal Information is being disclosed to the Recipient for the purposes of the Activity only. Accordingly, the Recipient agrees:

(a) to take reasonable measures to protect the Personal Information against loss or theft, as well as unauthorized access, disclosure, copying, use or modification;

(b) to use the Personal Information for the purposes of the Activity or such other purposes which are agreed to in writing by the Parties;

(c) not to use the Personal Information for the benefit of any Third Party;

(d) not to intentionally disclose Personal Information or knowledge of its existence and use by Recipient to any Third Party unless otherwise required by law;

(e) upon request of the Client, to cease any and all use of Personal Information and return Personal Information to the Client or destroy Personal Information in a manner agreed to by the Client and in accordance with all laws and regulations and of the Activity at the sole cost of the Client;

(f) upon reasonable notice, to permit visits by the Client during normal business hours to examine measures taken by the Recipient to protect Personal Information; and

(g) upon receipt, to inform the Client of any complaints it has received from its customers about the Recipient’s collection, use, further disclosure, and/or safeguarding of Personal Information, provided that the complaints are in relation to the Activity.

ARTICLE 3 – BEGINNING AND EXPIRY OF RECIPIENT’S OBLIGATIONS

The Recipient’s obligations under this Agreement take effect as of the date of this Agreement and survive until the completion of the Activity, the Client’s request for a return of the Personal Information, or the conclusion of regulatory policy governing the Activity, whichever is latest.

ARTICLE 4 – GENERAL

Nothing in this Agreement is to be interpreted to:

(a) obligate the Client to enter into any further agreement with the Recipient; or

(b) grant to the Recipient any right, title, or interest in the Personal Information.

Any communication in this Agreement is deemed to have been properly made when, in the ordinary course of delivery or transmission, it is sent to from one of the parties to the other.

Notwithstanding any dispute arising between the parties, the Recipient must proceed diligently with the performance of this Agreement.

This Agreement benefits and is binding on the parties and their respective heirs, executors, administrators, successors, and permitted assigns, as the case may be.

This Agreement is governed by and must be construed and interpreted in accordance with the laws of the Province of Ontario, and the laws of Canada as applicable in that province, and the parties irrevocably submit to the exclusive jurisdiction of the Ontario Superior Court of Justice for the interpretation and enforcement of this Agreement.

If any term of this Agreement is determined to be invalid, illegal, or unenforceable, in whole or in part, by a court of competent jurisdiction from which no further appeal lies or is taken, then such term will be deemed severed from this Agreement and not affect the validity or enforceability of any remaining terms hereof.

This Agreement expresses the final Agreement between the parties as to the subject matter of this Agreement. Accordingly, the parties agree not to amend this Agreement except by and in accordance with a document signed by the parties, which document is styled solely as an amendment to this Agreement.