This Internet Processing and Dealer Agreement Addendum (this "Addendum") is entered into between Fairstone Canada, Inc. ("Fairstone"), and the merchant that agrees to this Addendum.
Recitals
	A.   The parties hereto are parties to a Revolving Charge Dealer Agreement (or other agreement) between them (as previously amended or supplemented, the "Dealer Agreement") pursuant to which Fairstone provides a private label credit program for Dealer.
	B.   The parties have agreed to the same and to other matters and wish to amend the Dealer Agreement as set forth below.
	NOW, THEREFORE, the parties agree as follows:
	1.  Definitions. As used in this Agreement, the following terms shall have the following meanings:
	Account - a revolving credit account of Buyer with Fairstone pursuant to which the purchase or lease of goods and/or services by one or more Buyers from Dealer may be financed from time to time.
	Account Agreement - a revolving credit agreement between Fairstone and one or more Buyers pursuant to which an Account is established, as such agreement is amended from time to time.
	"Account Documents" - an Application, Account Agreement, initial credit disclosures for an Account if different than the Account Agreement, Credit Slip, Transaction Slip and any other document Dealer is required by this Agreement or by Procedures to provide to Buyer.
	"Application" - an application for an Account.
	"Breach" - an inaccuracy in, or any failure to perform or comply with, any representation, warranty, covenant, agreement or other provision of any kind.
	"Buyer" - each person who applies for an Account or who Dealer represents and warrants in this Agreement has signed an Application.
	Fairstone Site means Fairstone’s World Wide Web site to which Dealer is given access pursuant to this Addendum for processing Applications and Purchases.
	Credit Plan - a credit plan under an Account Agreement made available by Fairstone for a Buyer’s use.
	"Credit Slip" - a document signed by Dealer (or required by this Agreement to be signed by Dealer) evidencing a Return.
	"Dealer" - the "Dealer" or "Merchant" as either term is defined in the Dealer Agreement.
	"Dealer Persons" - Dealer, Dealer’s subsidiaries and affiliates, and Dealer’s and Dealer’s subsidiaries’ and affiliates’ contractors, vendors, directors, officers, principals, employees and agents.
	"Discount" - the product of the dollar amount of a Transaction Slip and the Discount Rate for the Credit Plan applicable to the Purchase giving rise to that Transaction Slip.
	"Discount Rate" - a percentage that is used to determine the Discount.
	Internet Transactions means the submission to Fairstone of Applications or Account transactions via the Fairstone Site.
	"Laws" - all statutes, rules, regulations, guidances, ordinances, codes, decisional law, orders, judgments, decrees, subpoenas and the like, in effect from time to time and as amended from time to time, including those that become effective after the date of the Dealer Agreement or this Addendum.
	"Participation" - the product of the dollar amount of a Transaction Slip and the Participation Rate for the Credit Plan applicable to the Purchase giving rise to that Transaction Slip.
	"Participation Rate" - a percentage that is used to determine Participation.
	"Person" - an individual, corporation, limited liability company, partnership of any kind, unincorporated association, joint venture, government, governmental body, regulator, governmental agency, commission, or other entity of any kind.
	Procedures - all reasonable procedures, rules, regulations, specifications, requirements, instructions, or the like, as amended from time to time, whether or not Fairstone names them as such, that Fairstone has communicated or communicates to Dealer from time to time in connection with this Agreement or the Program.
	"Program" - the private label credit program contemplated by this Agreement and by Procedures.
	Program Agreement - An agreement (whether or not titled as such) between Fairstone on the one hand and any other Person (including a manufacturer, a buying group or cooperative or other organization of which Dealer is a member or a franchisor) on the other hand, pursuant to which such other Person or its affiliates endorse or promote the Program to Dealer.
	"Purchase" - a purchase or lease of goods and/or services from Dealer that is charged to an Account.
	"Return" - the return or adjustment in whole or in part of a Purchase or the price of a Purchase which is or will be shown as a credit to an Account.
	"This Agreement" or "this Agreement" -- the Dealer Agreement as amended or supplemented from time to time by this Addendum or otherwise.
	"Transaction Slip" - a sales slip or other document signed by Buyer (or which Dealer represents and warrants in this Agreement was signed by Buyer) evidencing a Purchase.
	Unless the context clearly requires otherwise, singular terms in this Agreement include the plural and vice versa. References in this Agreement to "services" shall include warranties, guarantees, insurance, service agreements and the like. Use of the words "include," "including" or variations thereof in this Agreement does not limit the preceding words or terms, and use in this Agreement of the terms "in connection with" and "in connection therewith" mean as a result of, relating to or arising under, out of or in connection with, the matter referred to. References to subsidiaries, affiliates, contractors, vendors, directors, officers, principals, employees, agents and the like include such present and future Persons. This Agreement shall not be construed for or against any party as the non-drafter or drafter of this Agreement. Captions used in this Agreement are for convenience only and are not part of this Agreement.
	2.  Internet Transactions. Subject to the terms and conditions of this Agreement and the requirements of Fairstone from time to time in Fairstone’s sole and absolute discretion, Fairstone agrees that Dealer may submit Internet Transactions to Fairstone via the Fairstone Site while the same is functional
	3.  Account Documents. Dealer shall utilize the then current Account Documents made available via the Fairstone Site or as otherwise provided by Fairstone.
	4.  Processing Applications. Prior to submitting an Application or Purchase to Fairstone via the Fairstone Site for processing, Dealer shall obtain identification from Buyer as required by this Agreement and any Procedures, provide Buyer with a paper form of then current and applicable Account Documents and obtain a completed and signed Application from Buyer.
	5.   Computers and Accessing Fairstone Site
	(a) Computers. The security provided by Dealer for the PIN numbers (or other forms of identification provided to Dealer by Fairstone), computers, servers, other equipment necessary for Dealer’s access to the Fairstone Site and to process Internet Transactions shall be commercially reasonable and comply with Fairstone’s requirements thereto relating to information security and physical security. Computers must be capable of: (i) printing current Account Documents; and (ii) connecting to the Fairstone Site to receive and transmit information from and to Fairstone. Dealer shall be solely responsible for any costs associated with the computers, including costs necessary to maintain them in good working order and repair, and accessing the internet as necessary to connect to the Fairstone Site.
	(b) Unauthorized Access to and Misuse of Fairstone Site. Dealer shall be solely responsible for any unauthorized access or misuse of the Fairstone Site using the PIN numbers or other forms of identification provided to Dealer by Fairstone. If Dealer becomes aware of any unauthorized access to or misuse of the Fairstone Site, Dealer shall notify Fairstone upon discovery of such circumstances.
	6.  Fairstone Site Availability. Dealer acknowledges and agrees that Fairstone makes no representation or warranty, whether express or implied, that the Fairstone Site will be error-free or functional. Fairstone shall not have any liability for the failure of the Fairstone Site to be error-free or functional. Dealer shall promptly notify Fairstone of any such failure. If such failure is not due to the fault of Dealer and if Fairstone does not provide Dealer other means for processing under the Dealer Agreement, then as Dealer’s sole right or remedy at law or in equity or under this Agreement, Dealer shall be excused from any obligation it may have under the Dealer Agreement to provide Fairstone the right of first refusal or exclusive right (if applicable) to finance certain customer credit purchases from the time Dealer notifies Fairstone of the failure until the first to occur of (i) such failure being corrected or (ii) Fairstone providing Dealer other means for processing under the Dealer Agreement.
	7.  Safeguarding Buyer Information and Account Documents; Sending, Retaining and Destroying Buyer Information and Account Documents; Policies and Procedures and Audits and Inspections; Security Breach; Laws.
	(a) Safeguarding Buyer Information and Account Documents. Dealer shall, in a commercially reasonable manner and in accordance with Procedures (if any), safeguard and protect all Buyer information that according to this Agreement is owned by Fairstone and that comes into or under Dealer’s or any other Dealer Person’s possession, control or access (including all documents (including Account Documents), databases, computers, software, systems and the like, that comes into or under Dealer’s or any other Dealer Person’s possession, control or access, containing such Buyer information) (collectively, "Buyer Information"). Dealer shall not disclose to any third party any non-public personal information of any Buyer that is Buyer Information unless permitted by this Agreement or Procedures, consented to by Fairstone or as required by Laws applicable to Dealer. If such disclosure is required by such Laws, Dealer shall notify Fairstone in writing as soon as practical after learning such disclosure is required and at least ten (10) days prior to such disclosure, unless doing so would require Dealer to violate such Laws. Dealer shall use Buyer Information only for the purpose for which it is disclosed to Dealer by Buyer, Fairstone or others. Except as otherwise required by Laws applicable to Dealer or to the other Dealer Persons, Dealer shall cause the other Dealer Persons who come into possession of or have control of or access to Buyer Information to comply with the provisions of this Paragraph 7 to the extent such provisions apply to Dealer.
	(b) Sending, Retaining and Destroying Buyer Information and Account Documents. Unless provided otherwise in this Agreement or in Procedures, Dealer shall at Dealer’s expense: (i) send Fairstone at least monthly the originals of all Applications received by Dealer and not retain copies of Applications and (ii) retain all other Account Documents containing any Buyer Information and not send them to Fairstone. In Fairstone’s sole and absolute discretion, Procedures may require Dealer, at Dealer’s expense, to send Fairstone any one or more or all Account Documents selected by Fairstone (organized by Buyer’s last name unless provided otherwise in Procedures) not previously provided by Dealer to Fairstone, including requiring Dealer to send any one or more or all such Account Documents to Fairstone upon termination of this Agreement or any other time even if not previously so required by Fairstone. Dealer shall not dispose of any Account Document, invoice relating to a Purchase or other document containing any Buyer Information relating to an Application, Account, Purchase, Return or other transaction (collectively, "Retained Documents"), until the time provided in Procedures or if not provided in Procedures, until the later of: (i) the expiration of the retention period (if any) under Laws applicable to Dealer or Fairstone (whichever is later) or (ii) such document is at least six (6) years old. All Retained Documents not provided by Dealer to Fairstone shall be shredded by Dealer at Dealer’s expense prior to disposal but not until the expiration of the above retention period. All such shredding and disposal and any deletion or destruction by Dealer of Buyer Information in electronic form shall be performed in a commercially reasonable manner.
	(c) Policies and Procedures and Audits and Inspections. Dealer shall adopt and enforce policies and procedures that require Dealer and the other Dealer Persons to comply with and carry out the intent of this Paragraph 7. Dealer shall permit Fairstone to conduct reasonable audits and inspections of Dealer and Dealer’s facilities at Fairstone’s expense in connection with the subject matter of this Paragraph 7 and shall cooperate and assist Fairstone therewith as reasonably requested.
	(d) Security Breach. If Dealer has knowledge that a breach of the security or confidentiality of any Buyer Information has or may have occurred, is reasonably likely to occur or is unavoidable, Dealer shall, at Dealer’s expense: (i) notify Fairstone immediately, (ii) repair the breach and restore the security and confidentiality of the Buyer Information involved to limit unauthorized misuse of such Buyer Information to the extent possible, (iii) restore the integrity of Dealer’s security safeguards and make appropriate improvements to Dealer’s security practices and procedures, (iv) fully cooperate with and assist Fairstone with Citi’s investigation of and response to the matter, including (A) conducting a coordinated investigation with Fairstone to identify the Buyer Information involved and to determine if the potential or actual breach is reasonably likely to result in harm or inconvenience to any Buyer to whom the Buyer Information relates and (B) rendering cooperation and assistance so that Fairstone can comply with all Laws applicable to Fairstone, (v) provide any notices required by Laws except to the extent Fairstone in its sole and absolute discretion provides the same in the manner required by Laws, in which case Dealer shall pay Fairstone for Fairstone’s expense of providing the same and (vi) make available to Buyers affected by such breach any financial fraud mitigation measures required by Laws applicable to Fairstone or Dealer to be made available to such Buyers except to the extent Fairstone in its sole and absolute discretion makes available the same in the time and manner required by Laws, in which case Dealer shall pay Fairstone for Fairstone’s expense for the same.
	(e) Laws. Dealer shall comply with all privacy, information security, data security, safeguarding and protection of information, disposal, destruction, security breach, financial fraud mitigation and similar Laws, in connection with Buyers or Buyer Information, that are applicable to Dealer or Citi. If any Law requires Citi to enter into an agreement with Dealer that contains any provisions in connection with any of the subject matter of this Paragraph 7 (whether or not as a condition to providing Dealer with certain Buyer Information), to the extent those provisions are not otherwise agreed to in writing from time to time between Dealer and Citi, those provisions shall be deemed agreed to by Citi and Dealer and those provisions shall be deemed to be a part of this Paragraph 7. This Paragraph 7 shall be broadly construed to accomplish its intent.
	8.  Procedures. Fairstone has the right in its sole and absolute discretion, at any time and from time to time, to unilaterally establish and unilaterally amend Procedures, in any respect, whether or not the Procedures, amendment or the subject of the Procedures or amendment was originally contemplated or addressed by this Agreement or by Procedures or is integral to the relationship between the parties. Without limiting the generality of the foregoing, such Procedures and amendments may delete existing Procedures, amend existing Procedures and/or add new Procedures, with respect to matters of any kind whatsoever. All Procedures (including amendments thereto) shall be effective when specified by Fairstone provided that Fairstone gives Dealer reasonable advance notice thereof. Amendments to Procedures required by Laws may take effect immediately if necessary to comply with Laws. Dealer shall comply with Procedures. Dealer’s Breach of Procedures shall be a Breach by Dealer of this Agreement.
	9.  Joint and Several Liability. If there more than one Person is included within Dealer under the Dealer Agreement, the Person included within Dealer that is executing and delivering this Addendum agrees that it shall be jointly and severally liable and obligated with such other Persons to Citi under this Addendum and under any addendum to the Dealer Agreement between such other Person and Citi that is identical or substantially similar to this Addendum. This Paragraph is not intended to limit the generality of any joint and several obligation or liability provision already in the Dealer Agreement.
	10.  Acceptance. This Addendum shall not be binding upon the parties until accepted by Fairstone.
	11.   Suspension and Termination. Fairstone may in its sole and absolute discretion, at any time and from time to time, suspend Dealer’s use of the Fairstone Site. Either party may terminate this Addendum immediately upon notice to the other, and this Addendum shall terminate concurrently with any termination of the Dealer Agreement. The termination of this Addendum or the Dealer Agreement will not relieve either party of any liability for any Breach of this Addendum. Any provision of this Addendum or Procedures that by its sense, nature or context should survive any such termination or termination of this Agreement (including, without limitation, Paragraphs 6, 7, 8, 9 and 13 of this Addendum) shall so survive.
	12.  Amendments.
	(a) Amendments By Fairstone. In addition to any other rights Fairstone has under this Agreement to make unilateral amendments, Fairstone has the right in its sole and absolute discretion, at any time and from time to time, to unilaterally amend this Agreement in any respect, whether or not the amendment or the subject of the amendment was originally contemplated or addressed by the parties or is integral to the relationship between the parties. Without limiting the generality of the foregoing, such amendments may delete existing provisions of this Agreement, amend existing provisions of this Agreement and/or add new provisions, with respect to matters of any kind whatsoever. Fairstone will send Dealer at least forty-five (45) days prior written notice of the amendment. Such amendment shall not be retroactive and shall take effect when stated in the notice of the amendment unless within forty-five (45) days of the date Fairstone sends such amendment (or any longer time specified in the notice or in the amendment), Fairstone receives written notice from Dealer that Dealer rejects the amendment. If Fairstone does not receive such notice within such period of time, or if Fairstone receives such notice but Dealer uses the Program on or after the date the amendment was to be effective in the absence of such notice, Dealer shall be deemed to have nevertheless accepted such amendment. This subparagraph shall not survive termination of this Agreement, but any such amendment that was effective prior to such termination shall survive if so required by this Agreement or by such amendment.
	13.   Notices. Any notice sent by Fairstone to Dealer to the last known email address, facsimile number or physical or postal address of Dealer shall be deemed delivered and received upon being sent by Fairstone thereto via such method, and notices need not be executed by Fairstone to have the effect of giving notice to Dealer; provided, however, that Fairstone shall not be bound by any notice not authorized by Fairstone. Any notice posted by Fairstone on the Fairstone Site shall be deemed delivered and received upon being posted thereon, unless the Dealer Agreement or this Addendum has been previously terminated by either party or Fairstone has previously suspended Dealer’s use of the Fairstone Site
	14.  Miscellaneous. This Addendum shall be controlled, construed and enforced in accordance with the substantive laws of the Province of Ontario without regard to principles of conflicts of laws. This Addendum amends and supplements the Dealer Agreement and shall be deemed a part thereof. The Dealer Agreement, as amended and supplemented by this Addendum, comprises the entire agreement between the parties hereto with respect to its subject matter. Except as amended and supplemented by this Addendum, the terms and provisions of the Dealer Agreement remain in full force and effect. In the event of a conflict between the terms of the Dealer Agreement and this Addendum, this Addendum shall control.
	Form 50457(10/08)