TERMS AND CONDITIONS MySellF PLATFORM FOR MERCHANTS

This Merchant Agreement (hereinafter referred to as the “Agreement”) defines the procedure for the provision of services, as well as mutual rights, obligations and the order of relations between:

SOCIAL NETWORK TECHNOLOGIES, INC., (the “Corporation” or “MySellF”), a domestic corporation duly organized and existing under the laws of the Republic of the Philippines, with address at 27 & 28 Tower 2, The Enterprise Center, Ayala Avenue corner Paseo Drive, Makati City, doing business under the name of “MYSELLF”;

and

The Merchant signifying its/his/her acceptance to this Agreement.

The Merchant has agreed with the Corporation to honor every payment made through MySellF (the “Platform”), in relation to the purchase by Buyers of Merchant’s goods and/or services under the terms and conditions hereinafter stipulated.

For and in consideration of the foregoing premises and the covenants and stipulations set forth below, the Merchant and the Corporation hereby agrees as follows:

By accessing, using or registering with the Corporation’s Platform or availing of any of its services, including but not limited to the act of clicking “Register,” “Log-In,” “Sign In” or “Agree,” Merchant hereby agrees to enter into a contract with the Corporation for the use of the Platform. Merchant likewise agrees to be bound by these Terms and Conditions and likewise agrees to enter and use the features of the Platform as well as any of its pages at their own risk.

If Merchant does not agree with any of the provisions contained in this Terms and Conditions, Merchant expressly states that it will not click “Register,” “Log-In,” “Sign In” or “Agree,” nor access/use the Platform or any of the Corporation’s websites, applications or accounts.

1. DEFINITION OF TERMS

Unless the context requires otherwise, the following terms used in this Agreement shall have the following meaning:

1.1. MYSELLF SERVICE – a set of software and service that provides an opportunity for Merchants to accept payments via the Internet.

1.2. ACCOUNT – refers to the user profile created by the Buyer/Merchant, in order to avail of any of MySellF’s services.

1.3. BUYER – refers to consumers who directly buy goods and/or services from the Merchant.

1.4. MERCHANT – refers to the business entity/establishment accredited by the Corporation to accept payments through MySellF for such sale of goods and/or services.

1.5. MERCHANT ACCREDITATION – refers to the step wherein the Merchant and Corporation will enter into a formal Agreement signed by the authorized representatives of both parties. Refers also to the step taken by the Corporation to verify the authenticity and eligibility of the Merchant to become an accredited Merchant of MySellF.

1.6. MERCHANT ACCOUNT - refers to the MySellF merchant account assigned to the Merch ant wherein the payment transactions made via MySellF are credited prior to being transferred to Merchant’s Settlement Account.

1.7. MOBILE PAYMENT – refers to the payment transaction using MySellF. The Buyers use his/her mobile phone to transact payment.

1.8. SETTLEMENT ACCOUNT – refers to the Merchant Account or bank account where the actual payments are being credited to the Merchant.

1.9. SHORT MESSAGING SERVICES (SMS) – refers to the communication protocol allowing the interchange of short text messages between mobile telephone devices.

1.10. EXPANDED WITHHOLDING TAX (EWT) - is a tax system implemented to ensure the collection of income taxes at the source. Under EWT, certain individuals or entities are required to withhold and remit a portion of payment to suppliers or service providers to the government as advance income tax. The tax is withheld by the payor at the time of payment and is then remitted to the tax authorities on behalf of the payee.

2. GENERAL PROVISIONS

2.1. To use the Platform, the Merchant shall register at https://secure.mysellf.com/users/signup signup.

2.2. As a Merchant registered, the following Personal Data are collected in order to avail of the MySellF’s services:

2.2.1. If Individual:

2.2.1.1. Full Name;

2.2.1.2. Date of Birth;

2.2.1.3. Business name;

2.2.1.4. Business address (current location, including ZIP Code);

2.2.1.5. Phone number;

2.2.1.6. Email Address;

2.2.1.7. Web-Site;

2.2.1.8. Category of business;

2.2.1.9. Subcategory of business;

2.2.1.10. Sales volume per mount;

2.2.1.11. Average transaction size;

2.2.1.12. Country of base;

2.2.1.13. Documents for verification:

2.2.1.13.1. Image of Government issued ID;

2.2.1.13.2. Other information that may be needed to verify Buyer details.

2.2.2. If Sole Prop:

2.2.2.1. Full Name;

2.2.2.2. Date of Birth;

2.2.2.3. Business name;

2.2.2.4. Business address (current location, including ZIP Code);

2.2.2.5. Phone number;

2.2.2.6. Email Address;

2.2.2.7. Web-Site;

2.2.2.8. Category of business;

2.2.2.9. Subcategory of business;

2.2.2.10. Sales volume per mount;

2.2.2.11. Average transaction size;

2.2.2.12. Country of base;

2.2.2.13. Documents for verification:

2.2.2.13.1. Image of Government issued ID;

2.2.2.13.2. Image of DTI Registration;

2.2.2.13.3. Other information that may be needed to verify Buyer details.

2.2.3. If Partnership:

2.2.3.1. Full Name;

2.2.3.2. Date of Birth;

2.2.3.3. Business name;

2.2.3.4. Business address (current location, including ZIP Code);

2.2.3.5. Phone number;

2.2.3.6. Email Address;

2.2.3.7. Web-Site;

2.2.3.8. Category of business;

2.2.3.9. Subcategory of business;

2.2.3.10. Sales volume per mount;

2.2.3.11. Average transaction size;

2.2.3.12. Country of base;

2.2.3.13. Documents for verification:

2.2.3.13.1. Image of Government issued ID;

2.2.3.13.2. Image of SEC Certificate of registration;

2.2.3.13.3. Image of Articles of partnership;

2.2.3.13.4. Image of Partner’s resolution;

2.2.3.13.5. Other information that may <br/> be needed to verify Buyer details.

2.2.4. If Corporation:

2.2.4.1. Full Name;

2.2.4.2. Date of Birth;

2.2.4.3. Business name;

2.2.4.4. Business address (current location, including ZIP Code);

2.2.4.5. Phone number;

2.2.4.6. Email Address;

2.2.4.7. Web-Site;

2.2.4.8. Category of business;

2.2.4.9. Subcategory of business;

2.2.4.10. Sales volume per mount;

2.2.4.11. Average transaction size;

2.2.4.12. Country of base;

2.2.4.13. Documents for verification:

2.2.4.13.1. Image of Government issued ID;

2.2.4.13.2. Image of SEC Certificate of registration;

2.2.4.13.3. Image of Articles;

2.2.4.13.4. Image of Incorporation, By-Laws;

2.2.4.13.5. Image of Latest General Information Sheet;

2.2.4.13.6. Image of Secretary’s Certificate authorizing corporation to enter into the agreement;

2.2.4.13.7. Other information that may be needed to verify Buyer details.

2.3. Merchant hereby declares and guarantees that all personal information is considered private and confidential, and is processed in accordance with Philippine laws, as well as the Terms of Use of the MySellF service.

2.4. The Platform does not process personal data collected by the registered Merchant when selling goods and/or services via MySellF, and only provides computing power that can be used by the registered Merchant to collect personal data.

2.5. After registration, the Merchant receives a unique Account and access to the Personal Account.

2.6. All actions performed in the Personal Account are considered to be performed by the Merchant personally.

2.7. The registered Merchant is solely responsible for:

2.7.1. The security of its login and password; and

2.7.2. Consequences in case of loss and/or disclosure of login and password to third parties.

2.8. If the registered Merchant processes personal data of third parties, the Merchant is solely responsible for compliance with appropriate measures to protect personal data in accordance with the requirements of Philippine laws.

3. TERMS OF USE

3.1. The registered Merchant agrees to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use of the Services and/or access to https://www.mysellf.ph/ and https://www.mysellf.com/ as well as any amendments to the aforementioned, issued by us, from time to time. MySellF reserves the right to revise these guidelines, notices, operating rules and policies and instructions at any time and Merchant is deemed to be aware of and bound by any changes to the foregoing upon their publication on https://www.mysellf.ph/ and https://www.mysellf.com/ websites.

3.2. The registered Merchant has the right to use the Platform in accordance with the Agreement and the current legislation of the Philippines.

3.3. The Merchant must be at least be eighteen (18) years of age when availing of MySellF’s services. When Merchant uses/accesses the website, uses/accesses any of the mobile apps, registers, or avails of the services, Merchant represents and warrants that:

3.3.1. Merchant is at least eighteen (18) years of age, and with full capacity to enter into legally binding contracts/agreements, including these Terms and Conditions;

3.3.2. Any and all the information provided are true and correct, and based on Merchant’s own personal knowledge, or records in possession;

3.3.3. Merchant agrees to be bound by and strictly comply with the provisions of the Terms and Conditions;

3.3.4. Merchant only created one account;

3.3.5. Merchants agrees that MySellF shall have the right to validate the information, through legal means, such as, but not limited to, conducting an inquiry to ascertain the true identity of the Merchant, making calls to the contact details that have been provided, and cross checking the information, with any other references which could be acquired legally, or available publicly.

3.3.6. Merchants that are eligible to withhold taxes are required to submit BIR 2307 as evidence that they withheld taxes in behalf of MySellF.

3.4. MySellF reserves the right, but shall not be obliged to:

3.4.1. Prevent or restrict access of any Merchant to https://www.mysellf.ph/ and https://www.mysellf.com/ and/or the Services;

3.4.2. Report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or

3.4.3. Request any information and data from Merchant in connection with the use of the Services and/or access of https://www.mysellf.ph/ and https://www.mysellf.com/ any time and to exercise MySellF's rights under this paragraph if Merchant refuses to divulge such information and/or data, or if Merchant provides or if MySellF has reasonable grounds to suspect that Merchant has provided inaccurate, misleading or fraudulent information and/or data.

3.5. The non-exclusive license is limited to the “right to use”, and none of the provisions of the Agreement means to transfer to the registered Merchant of the exclusive right to the Platform and its competent parts.

3.6. A non-exclusive license is granted for the duration of the Agreement on the territory of the whole world.

3.7. The Registered Merchant agrees to all the provisions of the Xendit Payment Gateway Service Agreement set out in Appendix No. 1 to this document

4. ACCOUNT

4.1. During registration, Merchant will be asked to create a strong password. The password chosen will be used every time the Merchant accesses the account, uses any of the mobile apps, or avails of the service, or logs-in the account.

4.2. MySellF will not share or disclose the password with any person, including its own personnel, nor will any of MySellF personnel be entitled to ask for Merchant’s password.

4.3. Should MySellF have any reason to believe that there has been a breach of security, or misuse of the website, or any of its mobile apps, and such has been traced to Merchant’s account, MySellF shall have the right to suspend, terminate, or delete Merchant’s account at its sole discretion.

4.4. The registered Merchant has the right to use the Website:

4.4.1. Generate invoices for accepting payments;

4.4.2. Create invoices in the form of links for posting on social networks.

5. SERVICES

5.1. MySellF provides the registered Merchant with services to provide access to the https://www.mysellf.ph/ and https://www.mysellf.com/ service, a platform for accepting payments in messengers and social networks.

5.2. The following are the Prohibited actions, and the registered Merchant does not have the right:

5.2.1. Use the Platform in ways not expressly provided for in the Agreement;

5.2.2. Attempt to circumvent the technical limitations set by the Platform;

5.2.3. Use the Platform for the sale of goods prohibited under the laws of the Republic of the Philippines, or otherwise the distribution, storage, transmission in any form of Content that violates Philippine laws, as well as the norms of international law.

5.3. Payment is made on the terms of a commission fee from each transaction made through MySellF in accordance with the tariffs, or a fixed amount of monthly payment with payment of transaction costs of payment gateways.

5.4. The amount of the commission fee or a fixed amount is set in agreement with the Merchant and is fixed in the account.

5.5. The date of payment is the date of crediting funds to the settlement account of the Merchant.

5.6. When payments are made in a currency other than the Philippine currency, the conversion rate shall be equal to the conversion rate of MysellF’s partner with the addition of the MysellF commission, converted on the date of receipt of funds to the MysellF account.

5.7. When payments are made in cryptocurrency, the conversion rate is equal to the conversion rate of MysellF’s partner with addition of the MySellF commission, converted on the date of receipt of funds to the MySellF account.

5.8. While MySellF generally does not issue Official Receipts, Buyers may request for a physical or electronic Official Receipt by requesting within twenty-four (24) hours after successfully placing the Order. Buyers may also request for an electronic Official Receipt by requesting through e-mail.

5.9. All proof of payment and transactions can be reviewed in the payment history of MySellF. This is accessible for a period of five (5) years from the last transaction.

5.10. Withholding Obligation: The party making payments ("Merchant") shall be responsible for deducting and remitting the applicable EWT amount as required by relevant tax laws and regulations. The Merchant shall exercise due diligence in identifying payments subject to EWT and ensure proper withholding.

5.11. Expanded Withholding Tax Rates: The Merchant shall apply the appropriate EWT rates based on the nature of the payment and prevailing tax laws and regulations. The Payer shall review and update the EWT rates periodically to ensure compliance with any changes in tax legislation.

5.12. Documentation and Reporting: The Payer shall maintain accurate and complete records of payments subject to EWT, including supporting documents and withholding tax certificates. The Merchant shall issue the necessary withholding tax certificates to the payees within the prescribed timeframe and in accordance with tax laws and regulations. The Merchant shall file periodic tax returns or reports with the relevant tax authorities, providing details of EWT withheld and remitted.

6. COMPLIANCE and PENALTIES
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The Payer shall comply with all applicable tax laws and regulations regarding EWT obligations. Failure to comply with EWT obligations may result in penalties, fines, or legal actions imposed by the tax authorities. The Payer shall indemnify and hold harmless the payees from any claims, liabilities, or losses arising from the Payer's failure to fulfill its EWT obligations.

7. REFUNDS

7.1. MySellF Service offers to carry out refands, in case of such a need.

7.2. Buyers may return Products only at its sole cost and only with the prior notice to the Merchant.

7.3. All refunds shall be made to the Buyer through MySellf, and are processed up to ten (10) working days from the time payment was successfully completed.

7.4. In case of a refund, the funds are returned to the Buyer through the same account which payment was made.

7.5. No returns of used products, except upon discretion of the Merchant.

7.6. No returns of special, custom, or made-to-order Products will be permitted.

7.7. No returns will be permitted more than sixty (60) days after delivery.

7.8. Any other claims and complaints regarding the return of goods and/or payment, after the funds were transferred back to the Merchant’s account shall not be the responsibility of MySellf.

7.9. MySellF Service charges a commission for conducting refands

8. CHARGEBACKS

8.1. The circumstances of the Chargeback are usually related to billing errors, duplicate processing, refund problems or fraud.

8.2. The Merchant needs to contact the end users and clarify the cause of the dispute, which may be either:

8.2.1. Billing error (the transaction failed or was not completed, but the amount was still debited from the end user's balance.

8.2.2. • Duplicate processing (the amount was withdrawn from the end user's account twice).

8.2.3. • For example, the end user scanned a code that was no longer used, and therefore the store owner/seller forced the end user to pay again.

8.2.4. • The end user claims that the transaction is fraudulent.

8.3. When the end user sends a request to his bank or electronic wallet, called the Issuer, the acquiring partner will tell you the details.

8.4. Ways to avoid chargeback:

8.4.1. Always check if the transaction has passed. Always ask the customer to wait a few extra seconds until you receive an SMS notification to make sure that the payment has been received. The seller is responsible for confirming the authenticity of the QR code used.

8.4.2. Always update the QR code, be sure to delete the code that is no longer in use to avoid problems and disputes about double billing errors. Sellers using physical QR codes should regularly check them for forgery. Even if the code is in the field of view of employees, a sticker with a fake QR code can be applied unnoticeably and in less than a second. Always make sure that there is no sticker on top of the genuine QR code.

8.4.3. Save receipt of transaction confirmation or screenshot of SMS notification.

8.4.4. Keep records of all transaction confirmations (invoices, order receipts, etc.)

8.4.5. Respond to end user requests as soon as possible.

8.4.6. Make a refund if necessary.

8.5. MySellf Service informs its clients that it will deduct fines from the client's account in case of chargeback cases.

9. PAYOUT

9.1. Payouts are made on a weekly basis on Thursdays. If Thursday is a public holiday or a day off, the payment takes place on the first working day after the end of the weekend or public holiday.

9.2. Payouts are made with automatic deduction of the MySellF platform commission, including all necessary state taxes and fees.

9.3. Payouts are made to the details specified by the Merchant when registering on the MySellF platform. In case of such a need, the Merchant can always change the account details in his personal account.

9.4. Payouts are carried out for all incoming payments that meet the following criteria:

9.4.1. As of the payout date, the amount was on the client's account for at least 7 days;

9.4.2. During the specified period, no chargebacks, requirements for a refund, requests from authorized state organizations were received in respect of this amount

10. FRAUD

10.1. The Merchant, its personnel, and/or any person connected with it, shall not use the Platform for any purpose other than what is provided in this Agreement.

10.2. The Merchants, its personnel and/or any person connected with it, shall not be involved in money laundering, terrorism or any other type of criminal activities and fraud. MySellF remains strong in its position that any form of money laundering, terrorism or any other type of criminal activity and fraud would not be tolerated and shall be dealt with accordingly and promptly.

10.3. If the Merchant, its personnel and/or any person connected with it, is found, at MySellF's sole discretion, to use the Platform to bypass MySellF’s network, perform unauthorized transactions, and other unauthorized activities and/or for any activity that is contrary to morals and public policy or which violates any ordinance, law, order, regulation or treaty (“Illegal Activities”), MySellF reserves the right to immediately terminate this Agreement and remove Merchant’s access to the Platform.

10.4. If Merchant fails to safeguard and monitor its Services from potential malicious users, thereby making it a venue for potential malicious user to defraud MySellF and/or the Buyers, MySellF reserves the right to immediately terminate this Agreement and remove Merchant’s access to the Platform .

10.5. MySellF reserves the right to file appropriate legal action against Merchant, its personnel and/or any person connected to it, and to charge the appropriate damages, if any. The Merchant, its personnel and/or any person connected shall likewise be liable to the Corporation for any revenue losses resulting from above Unauthorized and/or Illegal Activities.

10.6. Merchant undertakes to take all actions independently to stop the Unauthorized and/or Illegal Activities

11. RESTRICTED BUSINESSES

By registering on the MySellF service, you confirm that you will not use the MySellF Service to accept payments in the following prohibited types of business, entrepreneurial activity or business practice. The following categories of enterprises and business practices are not allowed to use the MySellF service due to the prohibitions established by the current legislation of the Philippines, regulations.

Restricted businesses:

11.1. Gambling and lotteries. Gambling on the Internet. Lotteries and contests with cash prizes. Any other form of gambling not permitted by the government or regulatory authority.

11.2. Narcotic substances. The sale of a legal substance that provides the same effect as a prohibited drug. Cannabis dispensaries and related businesses. Any equipment intended for the manufacture or use of drugs, such as vaporizers and hookahs

11.3. Toxic and radioactive materials. Peptides and research chemicals. Toxic, flammable and radioactive materials.

11.4. Knowingly illegal recommendations or services for the provision of identity cards.

11.5. Prohibited goods and services for sale. Goods or services, the sale of which is illegal in accordance with the current legislation and regulatory legal acts of the authorities.

11.6. Pornography and sexual services. Pornography and other obscene materials (including literature, images, videos and other media) depicting nudity or explicit sexual acts. Any sexual services, such as prostitution, escort, pay-per-view, live chat functions for adults. Products and services promoting sexual exploitation, such as adult video stories, sexually oriented massage salons, strip clubs, and sexually oriented dating services.

11.7. Bypass, jamming and jamming devices; telecommunication equipment for manipulation, protection against theft of credit cards and personal data, as well as services for the use of such devices.

11.8. Pseudopharmaceuticals and other products advertised as medicines that have not been approved or tested by the relevant local and/or national regulatory authority.

11.9. Products and services that may infringe intellectual property rights. Sale, distribution or access to counterfeit music, films, software or other licensed materials without the appropriate permission of the copyright holder.

11.10. Sale of counterfeit goods. Sale of goods or services that are illegally imported or exported. Unauthorized sale or resale of branded or designer goods or services.

11.11. The sale of any product or service that directly infringes or contributes to the infringement of a trademark, patent, copyright, trade secret or proprietary rights or privacy of any third party.

11.12. Products and services that promote unfair competition, services that mislead non-qualified investors, financial pyramids, get-rich-quick schemes and other services that promise disproportionately high rewards to the market.

11.13. Publication of photos or content, the main purpose of which is to cause reputational damage.

11.14. Network marketing, spam mailing, negative response marketing: mailing of "letters of happiness".

11.15. Charitable and non-profit organizations without proper registration with the authorities

11.16. Any business engaged in any form of licensed or unlicensed pooling of funds owed to third parties, factoring or other activities aimed at concealing the origin of funds.

11.17. Any business that engages in, encourages, promotes or glorifies unlawful violence or physical harm to persons or property; or engages in, encourages, promotes or glorifies unlawful violence against any group based on race, religion, disability, gender, sexual orientation, national origin or any other unchangeable characteristic.

12. INDEMNIFICATION

12.1. Merchant agrees to indemnify, defend and hold harmless MySellF, its subsidiaries and affiliates, and their respective directors, officers, employees and agents, from and against any loss, damage, liability, costs and expenses, including reasonable attorney’s fees (collectively, “Losses’), arising out of or based on:

12.1.1. breach of, or failure to perform, any obligation of Merchant contained in this Agreement; or

12.1.2. the gross negligence or willful misconduct of the Merchant, or errors incurred by or judgments/decisions made by the Merchant.

12.2. MySellF agrees to indemnify, defend and hold harmless the Merchant, its subsidiaries and affiliates, and their directors, officers, employees and agents, from and against any Losses arising out of or based on:

12.2.1. breach of, or failure to perform, any obligation of Merchant contained in this Agreement; or

12.2.2. the gross negligence or willful misconduct of MySellF.

12.3. In no event shall MySellF and Merchant be liable, in the absence of gross negligence and willful misconduct, for any indirect, special, incidental or consequential damages under this Agreement, including, without limitation, loss of profits, revenue, data or use, even if MySellF and/or the Merchant have been advised of the possibility of such damages.

12.4. MySellF’s liability for damages under this Agreement shall not exceed the amount of the total Merchant Discount Rates paid by Merchant to MySellF during the last twelve (12) months from the occurrence of the event that caused the damage.

13. EFFECTIVITY/TERMINATION

13.1. MySellF serves the right to unilaterally terminate this Agreement without prior notice to Merchant and without giving the reason, in case Merchant, as solely determined by MySellF, has committed acts prejudicial to the interest of MySellF or if any of the terms and conditions contained herein is violated, or when MySellF, at its sole discretion, deems necessary for reasons including, but not limited to, fraud, counterfeit transactions, encashment, selling or providing services that are not declared or considered to be illegal.

13.2. In the event that Merchant shall decide to dispose of or discontinue its business, Merchant may simply deactivate their account in MySellF. In the event of termination, the Merchant shall present all completed transactions to MySellF through e-mail. However, payment for all such items received will only be made to Merchant after payment thereof has been received by MySellF. Where any refund claimed by MySellF exceeds the amount due to Merchant, the difference thereof shall be a debt due from Merchant to MySellF and be forthwith recoverable by action.

13.3. In the event that Merchant has not accepted payments via MySellF, MySellF shall have the right to disable/close/deactivate its merchant account ID.

13.4. In the event of termination, Merchant shall return to MySellF all materials pertaining to the MySellF program, including but not limited to MySellF mobile, Transaction Draft, Proprietary applications and information residing in mobile phones, computers, and all other related devices and paraphernalia, Charge Slips and Merchant Payment File and promotional materials and shall remove all decals and signs from the premises immediately.

13.5. Upon termination, Merchant’s Account shall be deleted. The account can likewise be deleted:

13.5.1. At the request of the Merchant; or

13.5.2. Upon breach of any provisions of this Agreement.

13.6. MySellF will have the right to close/disable/deactivate Merchant’s account for a period of six (6) months or more ("Inactivity Period") due to the following reasons:

13.6.1. merchant account has not accepted payments from MySellF;

13.6.2. no integration performed; and

13.6.3. merchant account were not migrated to Test and Production.

14. NOTICES

14.1. All notices or communication under this Agreement shall be e-mailed to the registered e-mail address provided by the Merchant. All notices shall be deemed duly given on the date of e-mail. Either party may change its address for purposes hereof giving notice to the other party.

15. SEVERABILITY CLAUSE

15.1. If any provision of this Agreement, or the application thereof to any party thereto, is held illegal, null, void, unenforceable or otherwise invalid by any law, will not conflict with, violate or contravene any of these policies, to the extent applicable to the implementation of this Agreement, the parties will comply with their respective internal business rules or Corporate Governance policies.

15.2. In this connection, the parties shall:

15.2.1. advise or inform each other about any violation, whether actual or potential, by any person of their respective and/or each other’s policies in relation to this Agreement;

15.2.2. address or resolve such violation in accordance with their own internal business rules or Corporate Governance policies; and

15.2.3. inform the other party of the action taken thereon.

15.3. In the event that this Agreement is later found to be violative of the internal business rules or Corporate Governance policies of either party, the parties shall negotiate in good faith to amend and revise this Agreement to make it compliant with the internal business rules or Corporate Governance policies found to have been violated. The parties finally agree that any dispute, breach or violation of this provision shall be dealt with, remedied and/or resolved in accordance with the appropriate provisions of this Agreement on dispute settlement.

16. INTELLECTUAL PROPERTY

16.1. The Intellectual Property in and to MySellF and all related materials are owned, licensed to or controlled by MySellF, its licensors or service providers. MySellF reserve the right to enforce its Intellectual Property to the fullest extent of the law.

16.2. No part or parts of MySellF or any of its materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners.

16.3. Nothing on the MySellF website and in these Terms and Conditions shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any other website) any Trademarks or Intellectual Properties displayed on the Services, without MySellF’s written permission.

17. FORCE MAJEURE

17.1. Either Party shall not be liable or deemed to be in default hereunder for any delay or failure in the performance of any of its obligations under this Agreement resulting from any cause, beyond the control of said party such as, but not limited to, acts of God, acts of public enemy, acts of the government, civil or military wars, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, labor disputes, freight embargoes, inability to obtain export licenses or import authorization and lack of available transport, except where such events are direct results of the party’s gross negligence or willful misconduct.

18. INTERPRETATION

18.1. Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In these Terms and Conditions, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms and Conditions. In the event of a conflict or inconsistency between any two or more provisions under these Terms and Conditions, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favor of MySellF and the provision which is more favorable to MySellF shall prevail.

19. GOVERNING LAW AND VENUE

19.1. This Agreement shall be governed by and construed in accordance with the laws of the Philippines. In the event of suit arising out of or in accordance with this Agreement, it shall be brought exclusively to the proper courts of Makati City.

20. AUTHORITY

20.1. Each of the Parties represents and warrants to the other that the Merchant has all the necessary power and corporate authority to execute deliver and perform this Agreement and other related documents, and that such execution, delivery and performance will not and shall not contravene any provision of its constitutional documents, any agreement or instrument to which it is a party, any law, rule or regulation of any government authority.

21. BINDING EFFECT

21.1. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors-in-interest and permitted assigns. The Merchant may not however assign or transfer its rights hereunder, without the prior written consent of MySellF.

22. ENTIRE AGREEMENT

22.1. This Agreement and such other related documents as may be executed by the Parties contemporaneously herewith or subsequently pursuant hereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes any prior expressions of intent by or agreement between the parties, oral or written, with respect to the same subject matter.

23. AMENDMENT TO THE TERMS AND CONDITIONS

23.1. MySellF may from time to time, change the contents of the Terms and Conditions, or make updates and amendments to any of the provisions contained herein.

23.2. MySellF shall inform Merchant of any changes to the Terms and Conditions, by sending Merchant notifications through the email address which Merchant has used in registering with MySellF, or by posting an announcement through MySellF’s website or mobile app. Merchant is deemed to have been informed and/or notified of the changes to the Terms and Conditions either through email or announcement through our website or mobile app.

23.3. Changes in the Terms and Conditions shall be applied after Merchant has been notified. Such notification shall be made through the website or application. If Merchant does not agree to any of the provisions of the Terms and Conditions or any amendment thereof, Merchant must discontinue using the website, mobile applications, or availing any of the Corporation’s services. If an account has already been registered and Merchant wish to discontinue using its account on the website, or discontinue using any of the mobile apps or availing any of MySellF’s services, Merchant may opt to close its account

23.4. Continuous access, log-in or availment of any of the Corporation’s services after notification of the changes to the Terms and Condition would be deemed acceptance of the Terms and Conditions.

APPENDIX NO. 1 to TERMS AND CONDITIONS OF MySellF PLATFORM FOR MERCHANTS

THIS SERVICES AGREEMENTAGREEMENT (this “Agreement”) is made and electronically signed on the Effective Date, by and between:

Xendit Philippines Inc., a corporation duly organized and existing in accordance with the laws of the Republic of the Philippines, with principal place of business at Ignition Venture Studio, North Penthouse Unit, Marajo Tower, 312 26th St. cor. 4th Ave., Brgy. Fort Bonifacio, Taguig City 1634, Philippines, represented herein by its President and Managing Director, Yang Yang Zhang (the “First Party”);

The Second Party (Merchant), an individual/partnership/corporation/cooperative/legally- organized business organization organized and existing under the laws of the Republic of the Philippines, and whose details are set out in the Audit Trail in the acceptance of Use of the Services (“Acceptance”).

The First Party and Second Party are herein collectively referred to as the “Parties”, and individually as a “Party”.

WHEREAS:

(A) The First Party is an Operator of Payment System registered with the Bangko Sentral ng Pilipinas, which supports the provision of, inter alia, disbursement and batch disbursement payment services, invoicing services, debit and credit card processing services, payment collection services and direct debit services;

(B) The Second Party, his/her/its business speciﬁed in the Account Activation Form, (i) has entered into an agreement with SOCIAL NETWORK TECHNOLOGIES INC. (“MySellF”) whereby the Second Party has engaged the services of “MySellF”; and (ii) intends to engage the Services of the First Party, subject to the clauses of this Agreement which shall supplement the existing agreement between the Second Party and ”MySellF”;.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1. “Account” means a gateway identiﬁer issued by the First Party for the use of the relevant Services of the First Party.

“Account Activation Form” means the online form the Second Party or his/her/its authorized representative accomplishes at the First Party’s account dashboard for the purpose of acquiring the Services hereunder. The Activation Form accomplished by the Second Party forms part of this Agreement.

“Affiliate”, in relation to a Party, means:

(a) any other person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Party;

any company which the Party (directly or indirectly) controls; and/or (c) such other entity, arrangement or person that the Parties may agree in writing and in good faith to be an Aﬃliate. For such purposes, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall mean possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Audit Trail” means the system-generated summary of the information relating to and establishing the fact of the execution of the Acceptance via electronic signature, and includes, among others, the name of the person signing the Acceptance, the e-mail address and the IP address used in signing the Acceptance. The Audit Trail is included in the copy of the Agreement sent to the Second Party following his/her/its electronic execution.

“Banks” shall mean the banks with whom the First Party has entered into agreements in respect of the provision of account and payment authorization services and such other banks which may enter into such agreements with First Party from time to time, and their transferees.

“Conditions” means the terms and conditions that apply to the Second Party’s use of the Services, as set out in the First Party’s Terms and Conditions webpage (https://www.xendit.co/en-ph/terms-and-conditions/) , and any reference to a particularly numbered Condition shall be construed accordingly.

“Dashboard” means a web-based platform provided and maintained by the First Party to the relevant Platform Account holder and Partner Account holders, as applicable, through which the Second Party or the Partner Account holder manage their use of the Services.

“Documentation” means the technical and other information regarding each of the Services, which information can be accessed on the First Party webpage (https://docs.xendit.co/).

“Effective Date” means the date when the Second Party receives an electronic mail (e-mail) conﬁrming the Second Party’s online registration application to use the Services and the electronic execution of the Acceptance.

“End User” means any person or entity that uses the services or products of the Second Party.

“Instant Messaging Service” means the instant messaging service application like WhatsApp and Viber, or such other instant messaging service through which the either Party may send such notiﬁcations speciﬁed in this Agreement.

“Intellectual Property” means all (i) copyrights (including, without limitation, the right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights (including, without limitation, registrations and applications), patent rights, trade names, mask-work rights, trade secrets, moral rights, author’s rights, privacy rights, publicity rights, algorithms, rights in packaging, goodwill and other proprietary rights, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of any state, country or jurisdiction; (ii) intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; and (iii) all derivatives of any of the foregoing.

“Losses” means any losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by a Party.

“Payment Gateway Services” shall mean the disbursement and batch disbursement payment services, invoicing services, debit and credit card processing services, payment collection services and direct debit services, as explained in further details in the Documentation, or otherwise in this Agreement and the Conditions.

“Partner Account” means an Account created by the First Party for the Second Party which is connected to the Platform Account, which may be accessed, controlled and monitored by the Platform Account holder and may have limited features in comparison to the Platform Account. For purposes of this Agreement, Partner Account herein shall refer to the account of the Second Party which shall be linked to the Platform Account of “MySellF”.

“Platform Account” means an Account issued by the First Party to “MySellF”; to which the Second Party’s Partner account shall be linked to enable the Second Party’s use of the Services hereunder.

“Restricted Business” means a list of business activities that are restricted based on applicable Philippine laws and regulations and/or as required by the First Party’s payment channel partners, and for which transactions cannot be processed or accommodated by the First Party.

“Schedules” shall mean the annexures to this Agreement the Parties shall execute following the electronic execution of the Acceptance, and specify, among others, terms of the use of the Services not otherwise stipulated in the Acceptance, Agreement and the Conditions.

“Services” shall mean the Payment Gateway Services and, if enabled, the xenPlatform Feature.

“xenPlatform Feature” means a software service provided by the First Party, the availability of which and use by the Second Party , is always subject to the absolute discretion of the First Party, and which allows the Second Party to utilize the Platform Account and create/manage Partner Account and as explained in further details in the Documentation.

1.2. Interpretation. References to Clauses and Schedules are to be construed as references to the Clauses of, and Schedules to, this Agreement, unless otherwise indicated, and terms such as “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to this entire Agreement rather than any particular part of the same.

2. SERVICES

2.1. The First Party shall provide to the Second Party the Payment Gateway Services for such fees set forth in the agreement between the Second Party and “MySellF”. It is understood that each of the Payment Gateway Services shall be made available to the Second Party only upon approval by the First Party and/or the relevant bank and payment channel partners. Further, it is understood that the Second Party shall be liable to pay the fees only for the Payment Gateway Services the First Party has approved the Second Party to use, and are actually used by the Second Party.

2.2. Unless the Parties agree otherwise in writing, the Second Party may use other Services and/or Payment Channels (“Additional Services”), subject to the pricing stipulated in the agreement between the Second Party and “MySellF”, or that agreed upon by the Parties. To be able to use Additional Services and/or Payment Channels provided or supported by the First Party, the Second Party shall notify “MySellF” and the First Party, at the minimum by e-mail notiﬁcation, of its desire to avail of the same. Upon approval by “MySellF” for the Second Party to avail of such additional services, the First Party shall activate such Additional Services upon ﬁnding that the Second Party is eligible for the Additional Services so requested. The First Party shall notify the Second Party of such activation, and the terms of such activation, including the pricing therefore as appropriate. The First Party shall charge the relevant service fees upon such activation.

2.3. If the Second Party wishes to terminate any of the Services and/or Payment Channels it has availed of from the First Party, the Second Party shall serve a written notiﬁcation thereof to the First Party and “MySellF” by e-mail. Within seven (7) business days from receipt of such notiﬁcation, the First Party shall deactivate such services and stop charging the Second Party of the relevant fees for the terminated Service and/or Channel For the avoidance of doubt, the termination of a Service or Payment Channel does not extinguish any of rights of a Party that may have accrued prior to the termination, as well as such rights under this Agreement and the Conditions which, by their nature, shall survive the termination of the Service or Payment Channel, or the Agreement.

2.4. From time to time, the Parties agree to review the Agreement, implementation of the Second Party’s technical integration, onboarding process, customer support allowed under this Agreement. For the avoidance of doubt, the ﬁrst review shall be twelve (12) months after the Effective Date.

3. FEES AND OTHER PAYMENTS

3.1. In consideration of the First Party providing the Services to the Second Party, the Second Party agrees to pay such fees, costs, charges, expenses, liabilities, reimbursements and other payments as set out and maybe adjusted in accordance with the terms set out in this Agreement and/or the agreement between the Second Party and “MySellF”, and the Conditions.

3.2. The fees are exclusive of any value-added or goods or services taxes. The Parties further agree that each of them is responsible for taxes arising from this Agreement. Accordingly, payment of fees under the Services Agreement and these Conditions shall be made in full and paid in Philippine currency, free and clear of any deductions and set-offs in respect of any such present or future value-added or goods or services taxes now or hereafter assessed by any governmental authority. If any taxes are withheld from any amounts payable to the First Party or are so assessed, the Second Party acknowledges, agrees and covenants that it shall pay such taxes to the taxing authority and deliver to the First Party an oﬃcial receipt for any such taxes.

3.3. The Second Party shall pay the First Party fees through any one of the following payment methods to be designated by the First Party:

a. Direct Deduction, where the fees shall be automatically deducted from the balance of the Second Party by the First Party upon each executed Collection or Disbursement, as these terms are deﬁned in the Conditions;

b. Monthly Billing, where at the beginning of each month, the First Party shall deliver in writing an invoice setting forth the total service fees due and payable by the Second Party to the First Party for the preceding month. Save for any manifest errors or mistakes, such invoice shall be deemed ﬁnal and conclusive. The Second Party shall make full settlement of such invoice within thirty (30) calendar days of the date of such invoice; or

c. Monthly Direct Deduction, where at the beginning of each month, the First Party shall automatically deduct the total service fees due and payable by the Second Party for the Services provided by the First Party for the preceding month from the balance of the Second Party.

The payment of fees by direct deduction under Item (a) above is the default payment method. The Parties, however, may agree in writing the election of another payment method.

3.4. All payments collected, and the funds aggregated and held, by the First Party under this Agreement shall be settled to the Second Party’s nominated bank account listed in the Account Activation Form. The availability of funds for settlement and the periods when the settlements can be implemented are speciﬁed in the Conditions.

4. TERM, SUSPENSION AND TERMINATION

4.1. This Agreement shall commence on the Effective Date for the initial term of one (1) year (the “Initial Term”).

4.2. This Agreement will renew automatically upon the expiry of the Initial Term for additional terms of one (1) year each (each called a “Renewal Term”) unless either Party provides written notice to the other Party on its intention to not renew the Agreement, at least thirty (30) calendar days prior to the commencement of any Renewal Term. In the event that the First Party has reasonable suspicion that the Second Party is:

i. in violation of this Agreement or the Conditions, as applicable, or

ii. that the conduct of the Second Party, (including, without limitation, transmitting inaccurate and/or incomplete data to the First Party), poses a threat to the First Party’s systems, equipment, processes, or

iii. that the products sold or the services rendered by the Second Party violate applicable laws, or are otherwise prohibited by any governmental authority, or negatively affect the society in general; or

iv. upon determination by the First Party constitute violation of its policies on money laundering and terrorist ﬁnancing prevention, consumer protection and data protection

(each called the “Threatening Condition”), the First Party shall have the right to suspend the provision of the Services (including, but not limited to, the deactivation of the relevant Account) at any time with written notice to the Second Party containing details of the applicable Threatening Condition and timeline for the Second Party to rectify or remedy the Threatening Condition.

4.3. Within the period speciﬁed in the notice described in Clause 5.3 above, the Second Party shall be entitled to address the Threatening Condition and provide supporting pieces of evidence on measures it has taken to rectify or remedy the Threatening Condition as basis for the First Party to consider lifting the suspension and resume the provision of Services. For the avoidance of doubt, the First Party shall not be liable for any Losses incurred (whether directly or indirectly, materially and non-immaterially) by the Second Party following the suspension of its Services to the Second Party pursuant to Clause 4.3.

4.4. In case the Second Party has not exercised his/her/its rights to address the suspension or should the First Party ﬁnd the proof submitted insuﬃcient to address the Threatening Condition, the First Party shall be entitled to terminate this Agreement immediately upon written notice to the Second Party. For avoidance of doubt, the Second Party shall remain liable for all sums due and unpaid to the First Party before the termination of this Agreement. Conversely, the First Party shall be entitled with full authorization, to receive payment thereof and to set-off any outstanding payments owed to it including third party, with the Second Party’s account balance (if applicable).

4.5. In addition to the provisions stated in this Agreement, for meritorious reasons and at any time, the First Party is entitled to terminate this Agreement effective immediately by way of delivery of a written notice to the Second Party, if (i) the First Party determines in its sole discretion that the Second Party is no longer eligible for the Service upon reasonable suspicion of fraud or signiﬁcant fraud or credit risk, or any other risks associated with the relevant Account; (ii) the Second Party uses the Services in a prohibited manner or otherwise does not comply with any of the provisions of this Agreement or the Conditions; (iii) any law, rule, regulation, order of competent authority, or when the relevant payment channel partner or ﬁnancial services provider, requires the First Party to do so; or (iv) if it is reasonably suspected that the Second Party is in breach of Conditions 9.2(e), (f), and/or (g).

4.6. This Agreement may be terminated by either Party effective immediately with written notice in the event that (i) the other Party ﬁles a petition, in bankruptcy, seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the beneﬁt of creditors; (ii) a receiver, trustee, or similar oﬃcer is appointed for the business or property of such party; (iii) any involuntary petition or proceeding, under bankruptcy or insolvency laws, is instituted against such party and not stayed, enjoined, or discharged within sixty

(60) calendar days; or (iv) the other party adopts a resolution for discontinuance of its business or for dissolution.

4.7. This Agreement may be terminated by the Second Party at any time in the event of a material breach by the First Party of any of the Conditions or the terms of this Agreement (including, but not limited to, any breach of the representations and warranties by the First Party in the Conditions) that remains uncured after seven (7) calendar days’ written notice thereof.

4.8. Notwithstanding any provision in this Agreement to the contrary, either Party may terminate this Agreement, without cause, with at least sixty (60) calendar days’ prior written notice.

4.9. No termination shall, in any event, affect any rights or obligations accrued or incurred as at the effective date of termination or which accrue thereafter in relation to any act or omission which occurred prior to such termination. Without prejudice to the generality of the foregoing, the Second Party will, notwithstanding termination of this Agreement for any reason, remain responsible for the expenses to be paid or reimbursed by it pursuant to Clause 3 and the Conditions and all obligations of the Second Party under Conditions 8 and 12 shall remain in effect.

4.10. The Second Party must provide written notiﬁcation to the First Party if the Second Party changes the type of business and / or type of goods or services offered by the Second Party no later than ﬁve (5) working days after the change occurs. In the event that the Second Party does not fulﬁll its obligations under this Clause 5.11 all consequences arising therefrom shall be the responsibility of the Second Party entirely.

5. FORCE MAJEURE

5.1. Each Party shall not be in breach of this Agreement if there is any total or partial failure of performance by it of his/her/its duties and obligations under this Agreement occasioned by any existing or future act of God, ﬁre, act of government or state, war, epidemic, pandemic, civil commotion, insurrection, embargo, labour disputes of whatever nature, act of terrorism, strike, lockout, other industrial action, general failure of electricity or other supply, aircraft collision, technical failure, accidental or mechanical or electrical breakdown, computer failure, failure of any money transmission system, or any other reason which is beyond the control of such Party (each circumstance, called a “Force Majeure Event”).

5.2. If either Party is unable to perform his/her/its duties and obligations under this Agreement as a direct result of the effect of one (1) or more Force Majeure Event(s), such Party shall immediately notify the other Party in writing of such inability. The operation of the Agreement shall be suspended during the period (and only during the period) in which the Force Majeure Event(s) continues. If the Force Majeure Event(s) continues for a period of: (a) more than two (2) consecutive months from the date on which the affected Party notiﬁes the other Party of such Force Majeure Event(s); or (b) such other extended period as may be agreed between the Parties in writing, either Party may issue a written notice to the other Party to terminate this Agreement with immediate effect from the date of such termination notice.

5.3. Each Party shall not be liable for any Losses incurred in relation to any Force Majeure Event by the other Party.

6. DISPUTE RESOLUTION

6.1. This Agreement is governed by and made in accordance with the laws of the Republic of the Philippines and the Parties hereby commit to be subject to the applicable laws and regulations of the Republic of the Philippines.

6.2. Any dispute, controversy or difference between the Parties arising out of, or in relation to, this Agreement (including any dispute as to the validity, existence or termination of this Agreement) or for any breach thereof (a “Dispute”) shall be settled amicably by the Parties within thirty (30) calendar days following the notiﬁcation by one Party to the other Party of any such Dispute.

(a) However, if such Dispute cannot be settled amicably within such time period, such Dispute shall be exclusively referred to and ﬁnally resolved by arbitration in accordance with the rules of Philippine Dispute Resolution Center (PDRCI).

(b) The seat of arbitration shall be in Taguig City, Philippines. The Tribunal shall consist of one (1) arbitrator to be appointed by the First Party. The language of the arbitration shall be English. The award rendered by the arbitrator under this Clause 7.2(b) shall be ﬁnal and binding on the Parties and shall be enforceable in any court of competent jurisdiction. Each of the Parties hereby renounces any right it may otherwise have to appeal or duly be relieved from the award or any decision of the arbitrator contained therein and agrees that neither Party shall appeal to any court from the award or decision of the arbitrators contained therein.

6.3. The Parties agree that none of the Parties will be allowed to commence or maintain any action in any court of law with respect to any Dispute, except for the enforcement of arbitral award granted pursuant to proceedings commenced pursuant to this Clause 7.2.

7. NOTICES

7.1. Each notice required to be given by a Party to the other Party shall be in writing, signed by or on behalf of the Party giving it, and served through any one or combination of two (2) or more of the following means:

a. By hand delivery, by ordinary mail or courier service:

To the First party at the business address speciﬁed in the Recitals of this Agreement To the Second Party at the business address speciﬁed in the Activation Form

b. By electronic mail

To the First Party, at help@xendit.ph

To the Second Party, at the email address listed in the Activation Form

Any change in any of the listed addresses of a Party shall be binding upon the other Party only if the former has notiﬁed the latter of such change in writing.

7.2. The Parties agree and consent to the sending of the following notice or communication via Instant Messaging Service at such number speciﬁed in the Account Activation Form:

(a) Account Activation;

(b) Change in Account Information;

(d) Marketing advertisements.

7.3. Unless there is evidence that a notice or communication was received earlier, any such notice or communication shall be deemed to have been served:

a) if sent by Instant Messaging (including, but not limited to, Whatsapp), at the time of delivery;

b) if delivered by hand, at the time of the delivery;

c) if posted by ordinary mail, at the expiration of six (6) days after the envelope containing the same shall have been put into the post;

d) if sent by courier, at the expiration of three (3) days after the package containing the same shall have been received by the relevant courier company; or

e) if sent by e-mail transmission, on the day of dispatch, provided that if a notice or communication is received after business hours it shall be deemed to have been received and to have effect on the next business day.

7.4. In providing such service, it shall be suﬃcient to prove that delivery by hand was made or that the envelope containing such notice or document was properly addressed and posted as a prepaid ordinary mail letter or, as the case may be, the package containing such notice or document was properly addressed and sent to the relevant courier company.

7.5. Each notice or communication shall be irrevocable save in respect of any manifest error.

8. REPRESENTATION AND WARRANTY

8.1. The Second Party warrants and represents that it has the legal capacity, power, authority and right to execute and deliver this Agreement, and to perform his/her/its obligations hereunder, and that the person who accomplished the Account Activation Form and electronically accepted and signed this Agreement and the Acceptance has been duly authorized by the Second Party and, when directed by the First Party, it can present and submit the evidence of the authority of the person accomplishing the mentioned form, and signing the Agreement and the Acceptance. This Agreement has been duly and validly executed and delivered by the Second Party and, assuming due authorization, execution and delivery by the First Party, constitutes a legal, valid and binding obligation of the Second Party, enforceable against it in accordance with its terms.

8.2. The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby will not (i) violate any law, regulation, order, writ, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, the Second Party or upon any of his/her/its assets, or (ii) require any consent of any third party, in each case which violation or failure to obtain consent would have a material adverse effect on the Second Party ability to consummate the transaction contemplated by this Agreement.

8.3. The Second Party acknowledges that it is and will continue to be in compliance with all relevant laws, regulations, circulars, guidelines, and directives howsoever issued by any court or governmental, regulatory or professional agency, authority, or body, with respect to the provision of the Services.

8.4. The Second Party has received and will continue to receive all requisite consents, approvals, clearances, licenses, exemptions, and authorizations from any applicable governmental, regulatory or professional agency, authority or body, or any authorized person therefrom, necessary for the legal and valid conduct of its business and operations.

8.5. The Second Party warrants that it owns the settlement account (i.e. the bank account where the payments aggregated by the First Party under this Agreement will be deposited or otherwise credited) it is registering in the Account Activation Form. Further, the Second Party conﬁrms that the details of, and the information on, the settlement account it is providing in the Account Activation Form are correct. The Second Party assumes any and all liability that may arise out of, or result from: (a) the Second Party providing a settlement account it does not own; or (b) the Second Party supplying incorrect details of, and information on, the settlement account.

9. INDEMNIFICATION

9.1. To the extent permitted under law, the breaching Party agrees to indemnify, defend, and hold harmless the non-breaching Party against, and to reimburse any one or more of the non-breaching Party or its aﬃliates in respect of all claims, causes of action, costs, expenses, losses, liabilities, damages, and obligations incurred arising from or relating to the breaching Party’s obligations pursuant to this Agreement, including without limitation any claims by third parties.

9.2. In the event that any of the First Party’s bank or channel partners has ﬂagged any of the transactions of the Second Party as (i) suspected fraudulent transactions; and/or 2) fraudulent transactions (collectively herein referred to as “Flagged Transactions”), such transactions shall be deemed as Chargebacks, as such term is deﬁned in the Conditions, for which the First Party shall be entitled to immediately deduct the relevant amount of such transactions from the Second Party’s balances or amounts held by the First Party pursuant to this Agreement and the Conditions.

10. DATA PRIVACY

10.1. Whenever applicable, in performing its obligations under this Agreement, each Party shall, at all times, comply with the provisions of Republic Act No. 10173 or the Data Privacy Act of 2012, its Implementing Rules and Regulations, and all other laws and government issuances which are now or in the future will be promulgated relating to data privacy and the protection of personal information (“Data Privacy Law”). Each Party, its oﬃcers, employees, agents, and representatives, shall, among others:

a. Process personal data only to such extent as may be required and necessary for each Party to perform its obligations under this Agreement and as may be required by the Data Privacy Law. For this Agreement, the processing by each Party of the personal data shall include:

i. transfer and sharing of the personal data to each Party’ ’s subsidiaries, aﬃliates and third parties to enable either Party to perform its obligations under this Agreement;

ii. analysis and storage, and sharing to subsidiaries, aﬃliates and third-party vendors, of the personal data, in conjunction with the other information (e.g. transaction or payment history, or information from third-parties), to allow each Party to improve its products and services, and create, implement, or otherwise improve the existing security features and components of its existing and future products and services;

iii. analysis and storage, and sharing to subsidiaries, aﬃliates and third-party vendors, of the personal data, in conjunction with the other information (e.g. transaction or payment history) to allow each Party to generate or create ﬁnancial and allied information about the End Users or customers for their beneﬁt, which shall be made available to either Party and the End Users or customers upon their written request to the other Party;

In all instances under sub-paragraphs (i), (ii), and (iii) above, each Party shall execute with its aﬃliate, subsidiary or third parties, appropriate agreements and contracts, when applicable, setting forth at the minimum the extent of the processing and the obligations of the subsidiaries, aﬃliates and third parties over the personal data shared or disclosed for processing pursuant to this Agreement.

iv. use of personal data such as contact information (e.g. telephone and mobile numbers, email addresses) of each Party’s customers or End Users to allow either Party to provide them with consumer protection beneﬁts and privileges, including service updates, retention premiums, as well as promotions of Second Party and his/her/its subsidiaries and aﬃliates; and

v. such other processing of personal data allowed under Data Privacy Law.

b. Secure all the requisite consent of the End Users to the processing of their personal data, where applicable;

c. Implement measures and systems such as clear written guidelines and training modules for its personnel, agents, and representatives, that will enable data subjects to exercise any and all of their rights under Data Privacy Law;

d. Implement such measures and systems that will allow data subjects to exercise their right to object or withhold consent to further processing as provided under the Data Privacy Law;

e. Implement such measures and systems that will allow data subjects to exercise their rights to access under the Data Privacy Law;

f. Maintain proper records, and provide to either Party access to such records, as will allow the other Party to allow the exercise by data subjects of their right to access their personal data under the Data Privacy Law;

g. Ensure that data subjects will be able to exercise their right to rectiﬁcation, modiﬁcation, or blocking of their personal data under the Data Privacy Law;

h. Determine the appropriate level of security measures, subject to, and in conjunction with, that of each Party, taking into account the nature of the personal information to be protected, the risks represented by the processing, the size of the organization and complexity of its operations, current data privacy best practices, and cost of security implementation;

i. Implement security measures for data protection (i.e., generally, the physical, organization, and technical security measures prescribed by Data Privacy Law and its implementing rules and regulations), including policies for evaluation, monitoring, and review of operations and security risks. These measures may include clear written guidelines, training modules for its personnel, agents, and representatives, and audit measures in relation to the (1) collection, processing, maintenance, and deletion/disposal of personal data and records; and (2) the sharing of these information, especially on the speciﬁc persons to whom the information may be given access. Such measures shall aim to maintain the availability, integrity, and conﬁdentiality of personal data, and prevent negligent, unlawful, or fraudulent processing, access, and other interference, use, disclosure, alteration, loss, and destruction of personal data;

j. Implement reasonable and appropriate organizational, physical, and technical measures intended for the protection of personal information against any accidental or unlawful destruction, alteration, and disclosure, as well as against any other unlawful processing, or for such other purposes as may be required under the Data Privacy Law;

k. Implement reasonable and appropriate measures to protect personal information against natural dangers such as accidental loss or destruction, and human dangers such as unlawful access, fraudulent misuse, unlawful destruction, alteration, and contamination;

l. Ensure that its personnel, agents, and representatives who are involved in the processing of personal information operate and hold personal information under strict conﬁdentiality. This obligation shall continue even after their transfer to another position or upon termination of their employment or contractual relations;

m. Not to engage another processor without prior instruction from the other Party: provided, that any such arrangement shall ensure that the same obligations for data protection under this document are implemented, taking into account the nature of the processing;

n. In case of data breach, promptly notify the other Party from the time of discovery, to enable the other Party to notify the National Privacy Commission, or appropriate supervisory authority, and the affected data subjects within the period prescribed under the Data Privacy Act of 2012, when sensitive personal information that may, under the circumstances, be used to enable identity fraud are reasonably believed to have been acquired by an unauthorized person, and the First Party, the Second Party, or the National Privacy Commission believes that such unauthorized acquisition is likely to give rise to a real risk of serious harm to any affected data subject or subscriber;

o. Promptly inform the either Party if, in its opinion, any instruction of the other Party violates, or may be construed to violate, any provision of the Data Privacy Law;

p. Assist either Party in ensuring compliance with the Data Privacy Law, taking into account the nature of processing and the information available to the Second Party;

q. Upon request by the either Party, the other Party shall delete, destroy, or return all personal data to the former after the end of the provision of services relating to the Agreement, subject to the other Party’s authority under existing laws to retain copies of the personal data; and

r. Make available to each Party all information necessary to demonstrate compliance with the obligations laid down in the Data Privacy Law, and allow for and contribute to audits, including inspections, conducted by the Second Party or another auditor mandated by the latter.

11. CLOSING PROVISIONS

11.1. Neither Party may disclose the existence or any terms of this Agreement or the transactions contemplated by it, except to their respective aﬃliates, employees, partners, advisors, directors and, in each case, only on a similarly conﬁdential basis, except where disclosure is otherwise required by applicable law, rules and regulations.

11.2. Each Party and each of his/her/its employees, agents and representatives are required to comply with all applicable laws, regulations, rules, orders, directives, requirements, standards, guidelines and applicable industry practice codes, which bind each party in connection with the activities relating to this Agreement.

11.3. All the terms and conditions of this Agreement, including the Schedules, if any, are applicable and shall fully bind the Parties.

11.4. No modiﬁcation of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

11.5. The provisions of any clauses of this Agreement that, by their nature, may reasonably be presumed to survive any termination or expiration of the Agreement, shall survive any termination or expiration hereof.

11.6. No failure or delay on the part of any Party hereto in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right or power preclude any other or further exercise of any right or power hereunder.

11.7. This Agreement (including the Conditions as amended, modiﬁed or supplemented from time to time) embody and set forth the entire agreement and understanding of the Parties and supersede all prior oral and written agreements, understandings and arrangements relating to the subject matter of this Agreement (including the Conditions as amended, modiﬁed or supplemented from time to time).

11.8. If one or more provisions of this Agreement or arrangements referred to in this Agreement shall be declared invalid, illegal or unenforceable in any respect under any applicable law or ruling by competent authority, the validity, legality and enforceability of the remaining provisions and agreements contained or referred to in this Agreement shall not be affected or impaired in any way. In connection with the foregoing, upon the occurrence of such event, the Parties shall use their best efforts to amend such invalid, illegal or unenforceable provision(s) only to the extent necessary to be valid, legal and enforceable, as nearly as possible and consistent with the Parties’ original intention.

11.9. This Agreement shall not be assigned by any party without the prior written consent of the other party. Any assignment in violation of this Section shall be null and void ab initio.

11.10. For the avoidance of doubt, except for the rights expressly granted herein, this Agreement does not transfer to any party, and neither party shall obtain from another, any rights in and to the Intellectual Property of a party. All rights, titles and interests, including without limitation to intellectual property rights, shall remain with the owner of such Intellectual Property.

11.11. The Parties acknowledge that this Agreement is executed electronically. The Second Party’s consent to be bound by the terms of the Agreement, and the Conditions expressed in the Acceptance.

11.12. Audit Provisions - During the term of this Agreement and not more than once per year (unless circumstances warrant additional audits as described below), during reasonable business hours, each Party may request to any audit or examination of the other Party’s policies, procedures and records that relate to the performance of the Services under this Agreement to ensure compliance with this Agreement upon at least ﬁfteen (15) business days’ notice. Notwithstanding the foregoing, the Parties agree that the other party may conduct an audit at any time, in the event of (i) audit is required by the Parties’ governmental or regulatory authorities, (ii) investigations of claims of business irregularities of a potentially criminal nature, or (iii) the requesting Party reasonably believes that an audit is necessary to address a material operational problem or issue that poses a threat to requesting party’s business. Each Party shall also reasonably cooperate and provide to the other any information which may be required in connection with their audit or review of either Party or the Services outlined in the Agreement.

11.13. Non-Exclusivity- Unless otherwise agreed upon in writing by the Managing Director, or any of its authorized oﬃcers the Second Party is aware that the First Party may have provided, is providing, or shall hereinafter, provide similar services to other persons and/or entities in the Philippines, and the Second Party hereby acknowledges and conﬁrms that it consents to the First Party’s provision of such services.