SB MOBILE TERMS AND CONDITIONS
JULY 9, 2009 REVISION
Thank you for visiting the SB Mobile web site. These are important and legally binding terms and conditions that apply to your use of the services (the “Services”) offered through this site (the “Site”). By using this Site you are agreeing to these terms and conditions (the “Agreement”). Please read this Agreement carefully.
You may be an individual user (Mi or Mi-VIP Account) (each a “User”) or a merchant user (Mi-BIZ or Mi-ISO Account) (each a “Merchant”) of the Services. The term “Member” shall apply to all Users and Merchants.
The Site is owned and operated by and the Services are provided by 6631975 CANADA INC., a Canadian corporation doing business under the name SB Mobile (“SBM”). SBM has its registered address at 999 de Maisonneuve O. Suite 1810, Montreal, Quebec, Canada H3A-3L4. SBM is registered with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”), Canada's financial intelligence unit, a specialized agency created to collect, analyze and disclose financial information and intelligence on suspected money laundering and terrorist activities financing.
Please refer to the last section of this Agreement where there is a glossary of all the defined terms that appear in this Agreement. If you have any questions concerning this Agreement, please contact SBM through the contact information provided on the Site.
INDIVIDUALS WHO ARE NOT RESIDENTS OF CANADA ARE WELCOME TO BECOME MEMBERS, BUT, FOR THE MOMENT, CERTAIN OF THE SERVICES WILL NOT BE PROVIDED TO THEM.
SBM is not a bank. Any funds that you may add to any account with SBM is held in a CDIC insured banking institution on the behalf of our members. Your funds, however, are not individually insured.
1 Obligations of SBM
1.1 Services. Pursuant to the terms of this Agreement, SBM shall provide the Services to Members. SBM offers SBM Dollars for sale. SBM Dollars may be in various currency denominations. One unit of currency shall entitle a Member to purchase one SBM Dollar in that currency. By issuing instructions to SBM through the Service, subject to restrictions in this Agreement and in the Account Fees and payment of applicable Fees: (a) Members may buy additional SBM Dollars; (b) transfer any SBM Dollars to other Member; or (c) redeem SBM Dollars for real currency.
1.2 Currencies. As of the date hereof, SBM Dollars are available in Canadian Dollars only. When the Services are activated in additional currencies, Members will be notified through the Site and this Agreement and Account Fees shall be amended accordingly.
1.3 Commissions. So long as a Member is not in breach of the terms of this Agreement, SBM shall use commercially reasonable efforts to pay the Commissions to Members pursuant to the Account Fees. Please note that some Commissions are paid in the form of Benjamins that are redeemable only while making purchases using SBM Dollars at Merchant locations. Commissions may accrue over time but will not necessarily be paid upon accrual.
1.4 Benjamins. Pursuant to the terms of the Account Fees, Members shall earn Benjamins.
1.5 Record Keeping. SBM shall maintain records of liabilities and rights concerning Transactions, Commissions and Fees which records shall be authoritative in settling any disputes between SBM and any Member or between any two Members in respect of any entitlement under this Agreement, including, without limitation, entitlement to Commissions or Fees. SBM assumes no liability and all Members shall indemnify and hold SBM harmless in respect of rights in or liabilities arising from or on account of any Product.
1.6 Account. So long as Member is not in breach of this Agreement, Member shall be granted a unique and private Account accessible through the Service. The Account shall be a record of the entitlement of the Member to SBM Dollars and Commissions, such as it may be from time to time. SBM shall provide Member with access codes for the Account. Member may not disclose such codes or permit any third party to use them on penalty of forfeiting the whole of the Account. Member assumes full responsibility for the use of its Account and the access codes thereto and shall indemnify SBM for any and all claims, losses or other liabilities arising therefrom. Except as required to deliver the Services or as otherwise required by law, SBM shall not grant any third party access to the Account of Member.
1.7 Security Interest and Hypothec. Member hereby grants to the SBM a lien on and security interest in and a hypothec on the contents of the Account, whether now existing or hereafter arising, to secure the Member’s obligations to pay Fees, the purchase price for SBM Dollars and other amounts owing under this Agreement. For Members in the United States, this provision shall constitute a security agreement under the Uniform Commercial Code and Member understands that the SBM will file a UCC-1 Financing Statement to perfect the interest created. SBM may make such filings as may be necessary in order to perfect the security interest and hypothec granted hereunder and Member shall do such things and execute such documents as may be necessary to give effect to this provision.
1.8 Hold on Funds. In order to mitigate against potential fraud or other misuse of the Service, SBM reserves the right to maintain a hold on any amounts deposited into an Account prior to remitting them to a Member that requests a remittance for at least six (6) months following the date on which those funds were loaded in to the Account into which they were first loaded or such longer time as SBM may reasonably require.
1.9 Loading and Unloading Account. Member may load their Account with SBM Dollars by purchasing SBM Dollars. Notwithstanding the balance showing in any Account, Member shall take title in SBM Dollars only when SBM has received full payment for them and when any and all chargeback periods in respect of such purchases have elapsed. Member must pay for all purchases of SBM Dollars immediately. In the event that any purchase of SBM Dollars is chargeback by the Member making the purchase, such Member shall not receive the credit of the SBM Dollars and shall be liable for chargeback fees as per the Account Fees. Subject to payment of applicable Fees, Member may receive payment of the amounts in its Account from SBM by EFT, ACH, check or such other means a SBM may deem appropriate.
1.10 SBM Business Directory Services. SBM provides Users with access to a collection of resources, including listing of their business in a SBM online directory (the "Directory Service"). You understand and agree that the Directory Service may include advertisements, sponsored links, promotional listings, or paid placement. You also understand and agree that the Directory Service may include certain communications from SBM, such as service announcements, administrative messages, and that these communications are considered part of the Directory Service.
1.11 User Content. The Directory Service provides an opportunity to users to contribute promotional and other content to the Site. You understand that all information, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials posted by you on the Site (collectively, the "User Content"), whether publicly posted or privately transmitted by you are your sole and exclusive responsibility. This means that you, and not SBM Business Directory, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Site. It is your obligation to ensure that no copyright, trademark, trade secret, publicity or privacy rights, or other intellectual property rights are being violated by your posting or transmission of any User Content via the Site. You shall indemnify and hold SBM harmless for any claims or losses relating to any User Content.
1.12 No Editing. SBM does not control or pre-screen the User Content and, as such, does not guarantee the accuracy, integrity, appropriateness, or quality of such User Content. The User Content posted by users or other third parties does not necessarily represent the views or opinions of SBM and under no circumstances will SBM be liable in any way for any User Content, including, but not limited to, any loss or damage of any kind incurred as a result of the use of any User Content by anyone or any entity.
1.13 Educational Programming. As and when made available through the Site, SBM shall provide Members with educational programming for Fees posted on the Site.
2 Rights and Obligations of Members
2.1 Services. Pursuant to the terms of this Agreement, SBM shall provide the Services to Member.
2.2 Affiliate Program. Member may, at its sole discretion, promote the Services to family and friends, subject to the terms hereof. Such promotion and the related benefits for the Member shall be referred to herein as the “SBM Affiliate Program”. Under the SBM Affiliate Program, Member shall not make any reference to the Services or to SBM except as expressly permitted in advance in writing or by e-mail by SBM. Notwithstanding any review of any promotional material by SBM, the Member shall remain bound by the standards for promoting the Services described at the Site as well as the terms of this Agreement. Member shall not make any misrepresentations as to the nature or extent of the Services. Member shall clearly inform all prospective other members that certain parts of the Services are not yet available. Member shall be liable to SBM for any and all liability arising from any breach of this provision or any other provision of this Agreement. A Member shall forfeit all rights in their Account, SBM Dollars and Commissions if they make any misrepresentation in the course of promoting the Services.
2.3 Limitations on SBM Affiliate Program. Individuals who become members of SBM as a result of your referrals shall be referred to herein as “Referred Members”. The Referred Member must be an individual or business with whom you have a pre-existing relationship. You may not use names for referrals from group email addresses, bulk mailing lists, customer lists, or other similar sources. You may not send unsolicited e-mails ("Spam"). You may not refer yourself for the SBM Affiliate Program. If SBM has a reduced fee sign-up drive, then you shall not earn Commissions in respect of referrals made during that the time of that drive.
2.4 Entitlement to Commissions. You will be eligible for Commissions on Referred Members who: (1) sign up for an Account through your SBM Affiliate Referral link provided by SBM; (2) become a verified Member, as confirmed by SBM; and (3) are not already Members at the time of the referral. Commissions are also contingent on you; (4) having an Account in “good standings” (pay all Fees owing to SBM and not being in breach of this Agreement or any other agreement with SBM); and (5) have an “active” Account, meaning you made at least one (1) purchase or have made at least one (1) loading of funds into your Account during the previous month. SBM may discontinue or modify the SBM Affiliate Program at any time by providing you with thirty days’ notice. In the event that the SBM Affiliate Program is discontinued, you will receive the Commission for all of your Referred Members that have satisfied all of the requirements in this section prior to the discontinuation date of the SBM Affiliate Program.
2.5 Commission Amount. The amount of the Commission is based on the Referred Member volume of sales less chargebacks, refunds, and reversals as more fully described in the Affiliate Account Fees on the Site, such as they may be from time to time.
2.6 Representations and Warranties. It is agreed between the Parties that performance by SBM hereunder, whether the representations, warranties and covenants of the Member are fulfilled or not, shall in no manner whatsoever waive the benefit, to SBM, of any such representations, warranties and covenants of the Member. The Member hereby warrants and covenants to SBM that:
a) Duly Constituted. If it is not an individual, that it is duly constituted under the laws of its constituting jurisdiction and that it has legal capacity to enter into this Agreement and perform its obligations hereunder;
b) Capacity. If it is an individual, that he or she is of at least 18 years of age and of the legal age for the conclusion of verbal contractual obligations in his or her place of residence and his or her place of business and that he or she does not require the consent, approbation, or approval of any other person to conclude or contract a valid obligation of the type set forth herein;
c) Duly authorized. It or he has the necessary corporate power and authority to execute this Agreement and to perform its or his obligations hereunder. Such execution and performance by the Member does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws or regulations which the Member is subject.
d) Opportunity to consult counsel. It has had the opportunity to consult legal counsel for the purpose of reviewing and obtaining advice as to the terms hereof.
e) Business. If it is a Merchant, it is entering into this Agreement in its capacity as a business and not as an individual consumer;
f) Changes in Member Information. It shall submit to SBM in writing, for SBM’s written consent, any changes or modifications to the Member Information;
g) SBM’s Reputation. It will uphold the good name and reputation of SBM;
h) Notice of Defects. It will immediately advise SBM in writing of defects in the Product or any claim or threatened claim against it in relation to the Product;
i) Compliance with Laws. The Product conforms to all applicable laws in the jurisdictions where SBM, Member and its customers are located. It will conduct its business affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations, including but not limited to all laws and regulations applicable in each jurisdiction where the Product is sold by SBM. Member shall not use the Services to sell or promote or otherwise facilitate pornography, gambling or casinos, whether online or otherwise;
j) Fraud. It shall not promote or allow the use of the Services or the Product in connection with any money laundering, fraudulent or other illegal activities under any laws or regulations of any applicable jurisdiction;
k) Prohibited Uses. It shall not use the Services to itself or permit any third party to operate any e-wallet, payment aggregation or payment services company, nor shall it use the Services in relation to the sale or promotion of any pornography, pharmacy, pharmaceuticals, drugs, prohibited substances, controlled substances, (online or physical) gambling, gaming, casinos, betting, the collection and resale of personal information or any other product or service deemed unacceptable by SBM, acting at its sole discretion.
l) Independent Contractor. SBM is an independent contractor and that nothing herein shall be construed as creating a joint venture, partnership or for sale agency relationship between them. Neither party has any right to create any obligations on the part of the other party, without the other's prior written consent.
2.7 Fees. Members shall pay Fees. In the event that a Member does not pay Fees within 10 days of a demand notice appearing for the Member on the Site, SBM may deduct the amount of Fees owing to it from the Account. Fees collected are not refundable.
2.8 Sale of Product. If the Member is a Merchant it shall offer for sale those Products that it advertises on the terms and conditions advertised by the Member. Member shall not make any false representations concerning any Products. Member shall not sell any Product that is illegal in Canada, the United States or the European Union or any jurisdiction where SBM, Member or its customers are domiciled.
2.9 Intellectual Property in Product. Member represents and warrants that the Product shall perform as described in any documentation relating thereto and shall be free from defects. If a breach of the foregoing occurs, Member shall replace, repair, and/or modify such Product without charge to SBM and without delay. Member shall test programming materials that are part of its Product for viruses, time bombs, back doors and other disabling or harmful devices (“Unauthorized Code”) and remove any Unauthorized Code before use by Member, SBM, or any customer of a Member. Member represents and warrants to SBM that no portion of the Product is subject to the intellectual property rights of any third party, including but not limited to, copyrights, patent rights, trademark rights, trade secret rights, or rights as confidential information.
2.10 Compliance. Throughout the term hereof, Member and its affiliates shall themselves and shall ensure that: (a) the Product, and all related products or services, do not contain any content that is unlawful, threatening, defamatory, obscene or otherwise objectionable; (b) the Product does not consist of, promote or relate to (A) sexually explicit materials, violence, discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation or age, (B) illegal activities or (C) infringement on intellectual property rights.
2.11 SPAM Prohibited. The Member may also promote the Product or Service in any manner it deems fit provided that such promotion does not violate any applicable laws and does not consist of use of phishing, bulk e-mails, fax blasting for any illegal or distasteful business practices.
2.12 Maintenance and Service. Member shall be responsible for any and all support and maintenance related to the Product all of which it shall supply to purchasers of Product on reasonable terms.
2.13 Background Check. Member authorises SBM and its representatives to obtain from third parties financial, credit information and personal background relating to Member, its shareholders, directors and officers to assist SBM's determination of whether to accept this Agreement and SBM’s continuing evaluation of the financial and credit status of the Member. Upon request, Member shall provide to SBM or its representatives reasonable access to Member's facilities and records for the purpose of performing any inspection and/or copying of Member's books and/or records deemed appropriate by SBM in order to verify compliance with the terms hereof.
2.14 Indemnification. Member shall defend, indemnify and hold harmless the SBM, its directors, officers, employees, agents, assigns, and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of or resulting from (i) Member’s performance under this Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by Member; (ii) the negligent or willful acts or omissions of Member or Member’s agents and/or employees; and (iii) any statements, claims, representations or warranties made by Member or Member’s agents and/or employees, relating to the Products or Services or any other matter.
2.15 ACH/EFT Authorization. Member authorizes SBM to draw a debit or credit in paper, electronic or other form for the purpose of making payment or receiving redemption for SBM Dollars and all Fees or other amounts owing hereunder on the Deposit Account. Member authorizes the financial institution where the Deposit Account is located to honour and pay such debits and credits that may be transmitted via the Automated Clearing House (“ACH”) or as a Electronic Funds Transfer (“EFT”) (the “ACH Authorization”). The ACH Authorization shall permit SBM to deposit and withdraw varying amounts at varying intervals form the Deposit Account, including, without limitation, any amounts that Member may wish to credit to its Account hereunder or amounts or which Member is liable to SBM hereunder or amounts that Member may wish to debit from its Account and have deposited in its Deposit Account.
3 Term and Termination
3.1 Term. This Agreement shall be effective commencing on the date that Member has accepted the terms of this Agreement via the Site or in writing (the "Effective Date") and ending one (1) year thereafter (the “Initial Term”). After the Initial Term, this Agreement shall be renewed automatically for additional consecutive one (1) year periods, unless earlier terminated in accordance with the terms hereof.
3.2 Termination At Will. Either party may terminate this Agreement at any time on notice to the other party.
3.3 Procedure upon Termination. Upon any termination of this Agreement, Member shall longer be entitled to use the Account, Services or the Site. All provisions regarding indemnification, representations, warranties, liability and limits thereon and confidential information shall survive termination and termination of this Agreement shall not relieve the Member of its obligations to pay accrued Fees or other liabilities to Member hereunder. If this Agreement is terminated for breach by the Member, Member shall forfeit its rights in any and all SBM Dollars and Commissions in the Account. If this Agreement is terminated or any other reason, SBM shall refund to the Member any amounts in the Account within 30 days of such termination subject to any and all applicable Fees or other amounts owing by Member to SBM hereunder.
4 Confidential Information
4.1 Confidentiality. Member agrees that, during the Term hereof, so long as Member is receiving Fees hereunder and for a period of two (2) years thereafter neither Member nor any of its affiliates will directly or indirectly disclose any Confidential Information. For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to SBM and any of its affiliates, operations, employees, independent sales organizations, agents, products or services, clients, customers or potential customers, Members, users or merchants. Confidential Information shall include, without limitation, Member lists, all Member agreements and all parts thereof, financial or other data in any format, computer access codes, instruction and/or procedural manuals, payroll information, human resource or personnel information, business strategies and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. In order for Member to perform hereunder, SBM will be obliged to disclose to Member certain Confidential Information concerning the Services and Merchants. Upon any termination hereof, Member shall return all Confidential Information in its possession to SBM.
5 Limitation of Liability
5.1 NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SBM EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES PROVIDED BY SBM OR THAT THE OPERATION OF THE SERVICES WILL BE INTERRUPTION OR ERROR FREE.
5.2 Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SBM, ITS MEMBERS, AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE PUBLISHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF SBM HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL SBM’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO THE MEMBER IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID TO SBM DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
5.3 Force Majeure. SBM shall use its commercially reasonable efforts to perform its obligations hereunder, however, SBM, its affiliates, agents or licensors shall not be liable for any loss resulting from the activities of Member, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond SBM’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. SBM’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this agreement by Member.
6 General.
6.1 Notices. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested (i) to the SBM at the postal address provided therefore on the Site; to Member at the address provided therefore upon registration with the Site; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally, on the fifth (5th) day following mailing, unless there is a disruption of any kind of postal service.
6.2 On-Line or Written Formation of Contract. By acceptance of the terms hereof on-line by Member or by execution of a written acceptance of the terms hereof by Member, this Agreement together with any supplemental agreements and appendixes constitute the entire validly legally binding agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No waiver of any of the provisions in this Agreement shall be deemed or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
6.3 Amendments. None of the terms of this Agreement shall be amended except by a written agreement between the parties hereto or by SBM posting an amendment to the Site.
6.4 Assignment. None of Member or any of its successors may assign this Agreement or any rights hereunder, directly or by operation of law, without the prior written consent of the SBM which consent may be withheld for any reason, at the SBM's sole discretion.
6.5 Successors. This Agreement and the provisions hereof shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
6.6 Enforcement. The Member shall be liable for and shall indemnify and reimburse the SBM for any and all reasonable attorneys’ fees and other costs and expenses paid or incurred by the SBM in the enforcement of this Agreement, or in collecting any amounts due from Member hereunder, or resulting from any breach of any of the terms or conditions of this Agreement.
6.7 Remedies. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
6.8 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
6.9 Governing Law and Choice of Forum. This Agreement shall be deemed to be governed and enforced in accordance with the laws of the Province of Quebec whose courts shall have exclusive jurisdiction over disputes arising hereunder. The parties hereto agree that this agreement is drafted and executed in the English language. Les parties aux présentes s'entendent pour que la présente convention soit rédigée en langue anglaise.
6.10 Whole Agreement. References to "this Agreement" include any Account Fees, schedules, supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by the SBM and furnished to Member from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.
7 Interpretation.
7.1 For the purposes of this Agreement, the following capitalized terms shall have the meanings indicated below:
"Account" means an uninsured, non-bank, non-interest bearing account maintained through SBM whereby a Member can maintain a balance of SBM Dollars pursuant to the terms hereof;
“Benjamins” means a form of Commission that may be redeemed only at Merchants and may not be converted into cash by a Member;
"Commissions" means commissions to which a Member may be entitled pursuant to the Account Fees;
"Account Fees” means a description of the rights and obligations of Members to and relating to all Fees and Commissions posted on the Site, such as it may be from time to time. As and when the Services are made available in additional currencies, Account Fees for each currency shall be posted on the Site;
“Deposit Account” means a bank account of the Member that it maintains a bank or financial institution to which and from which the Member wishes to make payments into the Account via ACH or EFT;
“Fees” means those amounts for which Members are liable to pay in consideration of the Services, including, without limitation, Transactions;
“Product" means any product or service for sale by Merchant for which Merchant wishes to receive payment in the form of SBM Dollars;
“SelfBank Rewards” are Benjamins earned by a Member pursuant to the Account Fees;
“Services” means (i) the supply of the Tools; and (ii) the service of selling SBM Dollars which may be purchased, transferred to other Members or redeemed pursuant to the terms hereof either through the Site or by using a mobile telephone or by such other means as SBM may make available to Members by announcement on the Site;
"Tools" means those marketing and promotion tools and software available to Members through the Site;
"Transaction" means any transaction whereby a Member wishes to credit or debit they are Account or any amount of SBM Dollars;
"SBM Dollars" means a form of electronic cash maintain in the Account of each Member;
You may be an individual user (Mi or Mi-VIP Account) (each a “User”) or a merchant user (Mi-BIZ or Mi-ISO Account) (each a “Merchant”) of the Services. The term “Member” shall apply to all Users and Merchants.
The Site is owned and operated by and the Services are provided by 6631975 CANADA INC., a Canadian corporation doing business under the name SB Mobile (“SBM”). SBM has its registered address at 999 de Maisonneuve O. Suite 1810, Montreal, Quebec, Canada H3A-3L4. SBM is registered with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”), Canada's financial intelligence unit, a specialized agency created to collect, analyze and disclose financial information and intelligence on suspected money laundering and terrorist activities financing.
Please refer to the last section of this Agreement where there is a glossary of all the defined terms that appear in this Agreement. If you have any questions concerning this Agreement, please contact SBM through the contact information provided on the Site.
INDIVIDUALS WHO ARE NOT RESIDENTS OF CANADA ARE WELCOME TO BECOME MEMBERS, BUT, FOR THE MOMENT, CERTAIN OF THE SERVICES WILL NOT BE PROVIDED TO THEM.
SBM is not a bank. Any funds that you may add to any account with SBM is held in a CDIC insured banking institution on the behalf of our members. Your funds, however, are not individually insured.
1 Obligations of SBM
1.1 Services. Pursuant to the terms of this Agreement, SBM shall provide the Services to Members. SBM offers SBM Dollars for sale. SBM Dollars may be in various currency denominations. One unit of currency shall entitle a Member to purchase one SBM Dollar in that currency. By issuing instructions to SBM through the Service, subject to restrictions in this Agreement and in the Account Fees and payment of applicable Fees: (a) Members may buy additional SBM Dollars; (b) transfer any SBM Dollars to other Member; or (c) redeem SBM Dollars for real currency.
1.2 Currencies. As of the date hereof, SBM Dollars are available in Canadian Dollars only. When the Services are activated in additional currencies, Members will be notified through the Site and this Agreement and Account Fees shall be amended accordingly.
1.3 Commissions. So long as a Member is not in breach of the terms of this Agreement, SBM shall use commercially reasonable efforts to pay the Commissions to Members pursuant to the Account Fees. Please note that some Commissions are paid in the form of Benjamins that are redeemable only while making purchases using SBM Dollars at Merchant locations. Commissions may accrue over time but will not necessarily be paid upon accrual.
1.4 Benjamins. Pursuant to the terms of the Account Fees, Members shall earn Benjamins.
1.5 Record Keeping. SBM shall maintain records of liabilities and rights concerning Transactions, Commissions and Fees which records shall be authoritative in settling any disputes between SBM and any Member or between any two Members in respect of any entitlement under this Agreement, including, without limitation, entitlement to Commissions or Fees. SBM assumes no liability and all Members shall indemnify and hold SBM harmless in respect of rights in or liabilities arising from or on account of any Product.
1.6 Account. So long as Member is not in breach of this Agreement, Member shall be granted a unique and private Account accessible through the Service. The Account shall be a record of the entitlement of the Member to SBM Dollars and Commissions, such as it may be from time to time. SBM shall provide Member with access codes for the Account. Member may not disclose such codes or permit any third party to use them on penalty of forfeiting the whole of the Account. Member assumes full responsibility for the use of its Account and the access codes thereto and shall indemnify SBM for any and all claims, losses or other liabilities arising therefrom. Except as required to deliver the Services or as otherwise required by law, SBM shall not grant any third party access to the Account of Member.
1.7 Security Interest and Hypothec. Member hereby grants to the SBM a lien on and security interest in and a hypothec on the contents of the Account, whether now existing or hereafter arising, to secure the Member’s obligations to pay Fees, the purchase price for SBM Dollars and other amounts owing under this Agreement. For Members in the United States, this provision shall constitute a security agreement under the Uniform Commercial Code and Member understands that the SBM will file a UCC-1 Financing Statement to perfect the interest created. SBM may make such filings as may be necessary in order to perfect the security interest and hypothec granted hereunder and Member shall do such things and execute such documents as may be necessary to give effect to this provision.
1.8 Hold on Funds. In order to mitigate against potential fraud or other misuse of the Service, SBM reserves the right to maintain a hold on any amounts deposited into an Account prior to remitting them to a Member that requests a remittance for at least six (6) months following the date on which those funds were loaded in to the Account into which they were first loaded or such longer time as SBM may reasonably require.
1.9 Loading and Unloading Account. Member may load their Account with SBM Dollars by purchasing SBM Dollars. Notwithstanding the balance showing in any Account, Member shall take title in SBM Dollars only when SBM has received full payment for them and when any and all chargeback periods in respect of such purchases have elapsed. Member must pay for all purchases of SBM Dollars immediately. In the event that any purchase of SBM Dollars is chargeback by the Member making the purchase, such Member shall not receive the credit of the SBM Dollars and shall be liable for chargeback fees as per the Account Fees. Subject to payment of applicable Fees, Member may receive payment of the amounts in its Account from SBM by EFT, ACH, check or such other means a SBM may deem appropriate.
1.10 SBM Business Directory Services. SBM provides Users with access to a collection of resources, including listing of their business in a SBM online directory (the "Directory Service"). You understand and agree that the Directory Service may include advertisements, sponsored links, promotional listings, or paid placement. You also understand and agree that the Directory Service may include certain communications from SBM, such as service announcements, administrative messages, and that these communications are considered part of the Directory Service.
1.11 User Content. The Directory Service provides an opportunity to users to contribute promotional and other content to the Site. You understand that all information, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials posted by you on the Site (collectively, the "User Content"), whether publicly posted or privately transmitted by you are your sole and exclusive responsibility. This means that you, and not SBM Business Directory, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Site. It is your obligation to ensure that no copyright, trademark, trade secret, publicity or privacy rights, or other intellectual property rights are being violated by your posting or transmission of any User Content via the Site. You shall indemnify and hold SBM harmless for any claims or losses relating to any User Content.
1.12 No Editing. SBM does not control or pre-screen the User Content and, as such, does not guarantee the accuracy, integrity, appropriateness, or quality of such User Content. The User Content posted by users or other third parties does not necessarily represent the views or opinions of SBM and under no circumstances will SBM be liable in any way for any User Content, including, but not limited to, any loss or damage of any kind incurred as a result of the use of any User Content by anyone or any entity.
1.13 Educational Programming. As and when made available through the Site, SBM shall provide Members with educational programming for Fees posted on the Site.
2 Rights and Obligations of Members
2.1 Services. Pursuant to the terms of this Agreement, SBM shall provide the Services to Member.
2.2 Affiliate Program. Member may, at its sole discretion, promote the Services to family and friends, subject to the terms hereof. Such promotion and the related benefits for the Member shall be referred to herein as the “SBM Affiliate Program”. Under the SBM Affiliate Program, Member shall not make any reference to the Services or to SBM except as expressly permitted in advance in writing or by e-mail by SBM. Notwithstanding any review of any promotional material by SBM, the Member shall remain bound by the standards for promoting the Services described at the Site as well as the terms of this Agreement. Member shall not make any misrepresentations as to the nature or extent of the Services. Member shall clearly inform all prospective other members that certain parts of the Services are not yet available. Member shall be liable to SBM for any and all liability arising from any breach of this provision or any other provision of this Agreement. A Member shall forfeit all rights in their Account, SBM Dollars and Commissions if they make any misrepresentation in the course of promoting the Services.
2.3 Limitations on SBM Affiliate Program. Individuals who become members of SBM as a result of your referrals shall be referred to herein as “Referred Members”. The Referred Member must be an individual or business with whom you have a pre-existing relationship. You may not use names for referrals from group email addresses, bulk mailing lists, customer lists, or other similar sources. You may not send unsolicited e-mails ("Spam"). You may not refer yourself for the SBM Affiliate Program. If SBM has a reduced fee sign-up drive, then you shall not earn Commissions in respect of referrals made during that the time of that drive.
2.4 Entitlement to Commissions. You will be eligible for Commissions on Referred Members who: (1) sign up for an Account through your SBM Affiliate Referral link provided by SBM; (2) become a verified Member, as confirmed by SBM; and (3) are not already Members at the time of the referral. Commissions are also contingent on you; (4) having an Account in “good standings” (pay all Fees owing to SBM and not being in breach of this Agreement or any other agreement with SBM); and (5) have an “active” Account, meaning you made at least one (1) purchase or have made at least one (1) loading of funds into your Account during the previous month. SBM may discontinue or modify the SBM Affiliate Program at any time by providing you with thirty days’ notice. In the event that the SBM Affiliate Program is discontinued, you will receive the Commission for all of your Referred Members that have satisfied all of the requirements in this section prior to the discontinuation date of the SBM Affiliate Program.
2.5 Commission Amount. The amount of the Commission is based on the Referred Member volume of sales less chargebacks, refunds, and reversals as more fully described in the Affiliate Account Fees on the Site, such as they may be from time to time.
2.6 Representations and Warranties. It is agreed between the Parties that performance by SBM hereunder, whether the representations, warranties and covenants of the Member are fulfilled or not, shall in no manner whatsoever waive the benefit, to SBM, of any such representations, warranties and covenants of the Member. The Member hereby warrants and covenants to SBM that:
a) Duly Constituted. If it is not an individual, that it is duly constituted under the laws of its constituting jurisdiction and that it has legal capacity to enter into this Agreement and perform its obligations hereunder;
b) Capacity. If it is an individual, that he or she is of at least 18 years of age and of the legal age for the conclusion of verbal contractual obligations in his or her place of residence and his or her place of business and that he or she does not require the consent, approbation, or approval of any other person to conclude or contract a valid obligation of the type set forth herein;
c) Duly authorized. It or he has the necessary corporate power and authority to execute this Agreement and to perform its or his obligations hereunder. Such execution and performance by the Member does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws or regulations which the Member is subject.
d) Opportunity to consult counsel. It has had the opportunity to consult legal counsel for the purpose of reviewing and obtaining advice as to the terms hereof.
e) Business. If it is a Merchant, it is entering into this Agreement in its capacity as a business and not as an individual consumer;
f) Changes in Member Information. It shall submit to SBM in writing, for SBM’s written consent, any changes or modifications to the Member Information;
g) SBM’s Reputation. It will uphold the good name and reputation of SBM;
h) Notice of Defects. It will immediately advise SBM in writing of defects in the Product or any claim or threatened claim against it in relation to the Product;
i) Compliance with Laws. The Product conforms to all applicable laws in the jurisdictions where SBM, Member and its customers are located. It will conduct its business affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations, including but not limited to all laws and regulations applicable in each jurisdiction where the Product is sold by SBM. Member shall not use the Services to sell or promote or otherwise facilitate pornography, gambling or casinos, whether online or otherwise;
j) Fraud. It shall not promote or allow the use of the Services or the Product in connection with any money laundering, fraudulent or other illegal activities under any laws or regulations of any applicable jurisdiction;
k) Prohibited Uses. It shall not use the Services to itself or permit any third party to operate any e-wallet, payment aggregation or payment services company, nor shall it use the Services in relation to the sale or promotion of any pornography, pharmacy, pharmaceuticals, drugs, prohibited substances, controlled substances, (online or physical) gambling, gaming, casinos, betting, the collection and resale of personal information or any other product or service deemed unacceptable by SBM, acting at its sole discretion.
l) Independent Contractor. SBM is an independent contractor and that nothing herein shall be construed as creating a joint venture, partnership or for sale agency relationship between them. Neither party has any right to create any obligations on the part of the other party, without the other's prior written consent.
2.7 Fees. Members shall pay Fees. In the event that a Member does not pay Fees within 10 days of a demand notice appearing for the Member on the Site, SBM may deduct the amount of Fees owing to it from the Account. Fees collected are not refundable.
2.8 Sale of Product. If the Member is a Merchant it shall offer for sale those Products that it advertises on the terms and conditions advertised by the Member. Member shall not make any false representations concerning any Products. Member shall not sell any Product that is illegal in Canada, the United States or the European Union or any jurisdiction where SBM, Member or its customers are domiciled.
2.9 Intellectual Property in Product. Member represents and warrants that the Product shall perform as described in any documentation relating thereto and shall be free from defects. If a breach of the foregoing occurs, Member shall replace, repair, and/or modify such Product without charge to SBM and without delay. Member shall test programming materials that are part of its Product for viruses, time bombs, back doors and other disabling or harmful devices (“Unauthorized Code”) and remove any Unauthorized Code before use by Member, SBM, or any customer of a Member. Member represents and warrants to SBM that no portion of the Product is subject to the intellectual property rights of any third party, including but not limited to, copyrights, patent rights, trademark rights, trade secret rights, or rights as confidential information.
2.10 Compliance. Throughout the term hereof, Member and its affiliates shall themselves and shall ensure that: (a) the Product, and all related products or services, do not contain any content that is unlawful, threatening, defamatory, obscene or otherwise objectionable; (b) the Product does not consist of, promote or relate to (A) sexually explicit materials, violence, discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation or age, (B) illegal activities or (C) infringement on intellectual property rights.
2.11 SPAM Prohibited. The Member may also promote the Product or Service in any manner it deems fit provided that such promotion does not violate any applicable laws and does not consist of use of phishing, bulk e-mails, fax blasting for any illegal or distasteful business practices.
2.12 Maintenance and Service. Member shall be responsible for any and all support and maintenance related to the Product all of which it shall supply to purchasers of Product on reasonable terms.
2.13 Background Check. Member authorises SBM and its representatives to obtain from third parties financial, credit information and personal background relating to Member, its shareholders, directors and officers to assist SBM's determination of whether to accept this Agreement and SBM’s continuing evaluation of the financial and credit status of the Member. Upon request, Member shall provide to SBM or its representatives reasonable access to Member's facilities and records for the purpose of performing any inspection and/or copying of Member's books and/or records deemed appropriate by SBM in order to verify compliance with the terms hereof.
2.14 Indemnification. Member shall defend, indemnify and hold harmless the SBM, its directors, officers, employees, agents, assigns, and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of or resulting from (i) Member’s performance under this Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by Member; (ii) the negligent or willful acts or omissions of Member or Member’s agents and/or employees; and (iii) any statements, claims, representations or warranties made by Member or Member’s agents and/or employees, relating to the Products or Services or any other matter.
2.15 ACH/EFT Authorization. Member authorizes SBM to draw a debit or credit in paper, electronic or other form for the purpose of making payment or receiving redemption for SBM Dollars and all Fees or other amounts owing hereunder on the Deposit Account. Member authorizes the financial institution where the Deposit Account is located to honour and pay such debits and credits that may be transmitted via the Automated Clearing House (“ACH”) or as a Electronic Funds Transfer (“EFT”) (the “ACH Authorization”). The ACH Authorization shall permit SBM to deposit and withdraw varying amounts at varying intervals form the Deposit Account, including, without limitation, any amounts that Member may wish to credit to its Account hereunder or amounts or which Member is liable to SBM hereunder or amounts that Member may wish to debit from its Account and have deposited in its Deposit Account.
3 Term and Termination
3.1 Term. This Agreement shall be effective commencing on the date that Member has accepted the terms of this Agreement via the Site or in writing (the "Effective Date") and ending one (1) year thereafter (the “Initial Term”). After the Initial Term, this Agreement shall be renewed automatically for additional consecutive one (1) year periods, unless earlier terminated in accordance with the terms hereof.
3.2 Termination At Will. Either party may terminate this Agreement at any time on notice to the other party.
3.3 Procedure upon Termination. Upon any termination of this Agreement, Member shall longer be entitled to use the Account, Services or the Site. All provisions regarding indemnification, representations, warranties, liability and limits thereon and confidential information shall survive termination and termination of this Agreement shall not relieve the Member of its obligations to pay accrued Fees or other liabilities to Member hereunder. If this Agreement is terminated for breach by the Member, Member shall forfeit its rights in any and all SBM Dollars and Commissions in the Account. If this Agreement is terminated or any other reason, SBM shall refund to the Member any amounts in the Account within 30 days of such termination subject to any and all applicable Fees or other amounts owing by Member to SBM hereunder.
4 Confidential Information
4.1 Confidentiality. Member agrees that, during the Term hereof, so long as Member is receiving Fees hereunder and for a period of two (2) years thereafter neither Member nor any of its affiliates will directly or indirectly disclose any Confidential Information. For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to SBM and any of its affiliates, operations, employees, independent sales organizations, agents, products or services, clients, customers or potential customers, Members, users or merchants. Confidential Information shall include, without limitation, Member lists, all Member agreements and all parts thereof, financial or other data in any format, computer access codes, instruction and/or procedural manuals, payroll information, human resource or personnel information, business strategies and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. In order for Member to perform hereunder, SBM will be obliged to disclose to Member certain Confidential Information concerning the Services and Merchants. Upon any termination hereof, Member shall return all Confidential Information in its possession to SBM.
5 Limitation of Liability
5.1 NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SBM EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES PROVIDED BY SBM OR THAT THE OPERATION OF THE SERVICES WILL BE INTERRUPTION OR ERROR FREE.
5.2 Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SBM, ITS MEMBERS, AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE PUBLISHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF SBM HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL SBM’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO THE MEMBER IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID TO SBM DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
5.3 Force Majeure. SBM shall use its commercially reasonable efforts to perform its obligations hereunder, however, SBM, its affiliates, agents or licensors shall not be liable for any loss resulting from the activities of Member, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond SBM’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. SBM’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this agreement by Member.
6 General.
6.1 Notices. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested (i) to the SBM at the postal address provided therefore on the Site; to Member at the address provided therefore upon registration with the Site; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally, on the fifth (5th) day following mailing, unless there is a disruption of any kind of postal service.
6.2 On-Line or Written Formation of Contract. By acceptance of the terms hereof on-line by Member or by execution of a written acceptance of the terms hereof by Member, this Agreement together with any supplemental agreements and appendixes constitute the entire validly legally binding agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No waiver of any of the provisions in this Agreement shall be deemed or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
6.3 Amendments. None of the terms of this Agreement shall be amended except by a written agreement between the parties hereto or by SBM posting an amendment to the Site.
6.4 Assignment. None of Member or any of its successors may assign this Agreement or any rights hereunder, directly or by operation of law, without the prior written consent of the SBM which consent may be withheld for any reason, at the SBM's sole discretion.
6.5 Successors. This Agreement and the provisions hereof shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
6.6 Enforcement. The Member shall be liable for and shall indemnify and reimburse the SBM for any and all reasonable attorneys’ fees and other costs and expenses paid or incurred by the SBM in the enforcement of this Agreement, or in collecting any amounts due from Member hereunder, or resulting from any breach of any of the terms or conditions of this Agreement.
6.7 Remedies. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
6.8 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
6.9 Governing Law and Choice of Forum. This Agreement shall be deemed to be governed and enforced in accordance with the laws of the Province of Quebec whose courts shall have exclusive jurisdiction over disputes arising hereunder. The parties hereto agree that this agreement is drafted and executed in the English language. Les parties aux présentes s'entendent pour que la présente convention soit rédigée en langue anglaise.
6.10 Whole Agreement. References to "this Agreement" include any Account Fees, schedules, supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by the SBM and furnished to Member from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.
7 Interpretation.
7.1 For the purposes of this Agreement, the following capitalized terms shall have the meanings indicated below:
"Account" means an uninsured, non-bank, non-interest bearing account maintained through SBM whereby a Member can maintain a balance of SBM Dollars pursuant to the terms hereof;
“Benjamins” means a form of Commission that may be redeemed only at Merchants and may not be converted into cash by a Member;
"Commissions" means commissions to which a Member may be entitled pursuant to the Account Fees;
"Account Fees” means a description of the rights and obligations of Members to and relating to all Fees and Commissions posted on the Site, such as it may be from time to time. As and when the Services are made available in additional currencies, Account Fees for each currency shall be posted on the Site;
“Deposit Account” means a bank account of the Member that it maintains a bank or financial institution to which and from which the Member wishes to make payments into the Account via ACH or EFT;
“Fees” means those amounts for which Members are liable to pay in consideration of the Services, including, without limitation, Transactions;
“Product" means any product or service for sale by Merchant for which Merchant wishes to receive payment in the form of SBM Dollars;
“SelfBank Rewards” are Benjamins earned by a Member pursuant to the Account Fees;
“Services” means (i) the supply of the Tools; and (ii) the service of selling SBM Dollars which may be purchased, transferred to other Members or redeemed pursuant to the terms hereof either through the Site or by using a mobile telephone or by such other means as SBM may make available to Members by announcement on the Site;
"Tools" means those marketing and promotion tools and software available to Members through the Site;
"Transaction" means any transaction whereby a Member wishes to credit or debit they are Account or any amount of SBM Dollars;
"SBM Dollars" means a form of electronic cash maintain in the Account of each Member;
