FuturePay Terms of Service

PREAMBLE

This FuturePay Terms of Service, including the relevant Schedules (the "Agreement"), constitutes a legally binding contract between you and Futurepay Global Limited ("FuturePay", "us", "we" or "our"). FuturePay is a company incorporated in Hong Kong, Special Administrative Region of China with Business Registration Number 72984185, licensed as a Money Service Operator, and having its principal place of business at Suite 8, Room 1206A, 12/F, Tower 2, Cheung Sha Wan Plaza, 833 Cheung Sha Wan Road, Cheung Sha Wan, Kowloon, Hong Kong. This Agreement governs your use of the Services provided by FuturePay and establishes the legal relationship between the parties. These terms apply solely to Clients utilizing the Services for commercial purposes and only with respect to the Services that FuturePay actually provides to you.

To access and use FuturePay's services, you must carefully read and comply with all provisions of this Agreement, with particular attention to clauses involving the exemption or limitation of liability, which may be highlighted in bold or underlined. Unless you have read and accepted all the terms herein, you are not authorized to register a FuturePay account or utilize any FuturePay services. Should you disagree with any provision of this Agreement, please refrain from registering or using FuturePay services and immediately discontinue the registration process. If you have any questions regarding the content of this Agreement (especially clauses concerning exemption or limitation of liability), you may contact us at any time using the contact information provided herein, and we will provide further explanation upon your request.

This Agreement consists of all terms herein, all agreements and policies displayed on FuturePay's website (including but not limited to the Acceptable Use Policy, Data Protection Agreement and Privacy Policy). All of the foregoing terms are equally enforceable.

By checking "I agree/accept the FuturePay Terms of Service" and subsequently using or accessing any FuturePay services through registration or any other means, you will be deemed to have read, understood, and agreed to be bound by all terms and conditions of this Agreement. Please reconfirm that you are fully aware of and comprehend all contents of this Agreement before proceeding with registration or service usage.

The governing language of this Agreement is English. Any translation of this Agreement into another language is provided solely for informational convenience. For all purposes of construction and enforcement, the English version shall be the definitive and binding text, and shall prevail in the event of a conflict.

1. Definitions

1.1 "Affiliate" means, with respect to an entity, all entities directly or indirectly controlling, controlled by or under common control with such an entity.

1.2 "Applicable Law(s)" means any law, statute, statutory instrument, rule, regulation, order, decree, directive, judgement, decision or similar imposition enacted, issued or adopted by any central, national, state or local governmental or other public authority or court having competent jurisdiction over, or application to the relevant Party, its territory, or the subject matter in question.

1.3 "Beneficiary" means a payee of one Sender, to whom the Party instructs FuturePay to effect Payment from the Funds, based on Payment Instructions and in accordance with the terms of this Agreement.

1.4 "Business Day" means any day other than a Saturday, a Sunday or a public or bank holiday in the Territories.

1.5 "Cancellation Charge" means fees charged by FuturePay for the cancellation of Payments upon the provision of its Services as set out in Schedule 1.

1.6 "Charges" means fees charged by FuturePay to the other Party for the provision of Services as set out in Schedule 1.

1.7 "Client" refers to the Party receiving the Service(s) provided by FuturePay.

1.8 "Confidential Information" means all proprietary and/or confidential information of a Party or which is held by such Party under a confidentiality undertaking, whether or not marked "confidential", in any form, whether of a technological, financial or commercial nature, and including without limitation, formulations, data, technology, know how, designs, trade-secrets, inventions, discoveries, products, processes and models, specifications and any sales, financial, contractual, business and marketing information applicable to the Party or any of its subsidiaries. Confidential Information will also include: (a) the marketing of products or services including customer names and lists and other details of customers, marketing plans and business plans, strategies, forecasts, software, algorithms, financial information, budgets, sales targets, sales statistics, market share statistics, prices, market research reports and surveys, and advertising or other promotional materials; and/or (b) future projects, business development or planning, commercial relationships and negotiations; existing in whatever form.

1.9 "Conversion" means the currency conversion which FuturePay will effectuate based on the Base Currency/Payment Currency exchange rate.

1.10 "Currency Conversion Rate" means the exchange rate between the Base Currency and the Payment Currency applied by FuturePay to effectuate a Conversion, based on a daily exchange rate calculated by FuturePay's systems as of the contractual settlement date.

1.11 "Effective Date" means the commencement date of this Agreement.

1.12 "Funds" means any amounts sent by one Party in Base Currency to FuturePay for the provision of Services under this Agreement.

1.13 "Illegal Transactions", broadly defined, shall refer to transactions which are prohibited to be processed under the applicable laws and regulations.

1.14 "Intellectual Property Rights" means without limitation, any and all intellectual property rights, whether registered, pending registration or not registered, including without limitation to the following rights: (a) all inventions, and all patents, patent applications, together with all re-issuances, continuations, continuations-in-part, divisions, revisions, extensions and re-examinations of any of the above, (b) all copyrightable works, whether registered or unregistered, (c) all trade secrets, know-how, trademarks, trade names and any applications thereof, logos, and branded collateral and (d) all software, both source and object code including data and related documentation, flow charts, diagrams, descriptive texts and programs, computer printouts, underlying tapes, computer databases and similar items.

1.15 "Payment" means the full payment and final settlement of Funds by FuturePay to the specified Beneficiaries in the Territories in the Payment Currency in accordance with the Payment Instructions.

1.16 "Payment Currency" means the relevant fiat currency used for payout to the relevant Beneficiary.

1.17 "Payment Instructions" means the specific instructions sent by one Party to FuturePay from time to time, via API or any other format as may be agreed in writing between the Parties from time to time, in which one Party will inform FuturePay of the applicable amount to be paid out of the Funds and the details of the Beneficiary to whom Payment should be effected.

1.18 "Processing Time" means the time elapsed from when FuturePay receives the relevant Payment Instructions from one Party to the point in time when FuturePay successfully effectuates the relevant Payment to the relevant Beneficiary. Successful processing of a Payment may be based on electronic proof (i.e. proof of deposit) in accordance with Payment Instructions, when relevant.

1.19 "Sender" means the entity which originates the relevant Payment and provides necessary details relating to Payment Instructions to the Client (directly or via other intermediaries in case of aggregators) in order to effectuate payment to the relevant Beneficiary.

1.20 "Service/s" means the service/s provided by FuturePay to the Client under this Agreement, as detailed under Schedule 1.

1.21 "Term" means the Initial Term and (where applicable) Additional Term, inclusive.

2. The Services

2.1 During the Term of this Agreement and in consideration of the Charges, FuturePay will provide the Client with the Services described in Schedule 1, with the final scope of such Services being subject to FuturePay's approval.

2.2 No Illegal Transactions or Prohibited Products. This Service may only be used for the processing of payment of goods and services provided in the course of ordinary business activities, and may not be used in relation to illegal transactions and/or prohibited products as reference in the Acceptable Use Policy.

2.3 FuturePay shall retain the right to modify, at any time, any part or all of the Service by providing the Client with three (3) days' notice prior to the effective date of such change/s.

2.4 FuturePay reserves the right to establish a limit regarding the number of transaction requests, a volume limit on the settlement amount, or any other type of limit on the Service provided, in consideration of the Client's or Merchant's credit, sales type, level of complaints, etc.

2.5 Cancellation is done on a best effort basis only. In case of any cancellation requests or requests to modify any transaction details, or in case of any transaction failures due to any reason not attributable to FuturePay, service charges may still apply.

2.6 Upon confirmation of an Erroneous Transaction related to the Services, the discovering Party shall forthwith notify the other Party and both Parties shall cooperate to rectify such Erroneous Transaction.

3. Representations and Warranties; Covenant

3.1 Each Party represents and warrants to the other Party that: (a) it is a corporation duly incorporated, validly existing and in good standing; (b) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement and the performance of transactions contemplated by this Agreement have been duly authorized by the relevant Party; and (d) the execution, delivery, and performance of this Agreement will not constitute a violation of any judgment, order, or decree or a default under any contract by which it is bound. Furthermore, both Parties represent and warrant that they are not and have not been involved in any fraudulent or criminal activities, including but not limited to any money-laundering activities, and are committed to preventing the use of their operations for any fraudulent activity or for any activity facilitating any fraudulent behavior. Upon request, each Party will provide the other Party with such information and reasonable assistance as may be necessary for the requesting Party's anti-money laundering efforts and/or applicable legal and/or regulatory compliance relating to its role in connection with the Services, subject to assurances to maintain the confidentiality of Confidential Information and subject to applicable privacy, confidentiality and other related laws.

3.2 FuturePay hereby warrants and represents as follows:

3.2.1 FuturePay has all requisite powers, capacities, licenses and permits under all applicable laws and regulations governing its affairs, and under its articles of incorporation, bylaws and governing resolutions to: (i) carry on all business in which FuturePay is engaged; and (ii) enter into, exercise its rights and perform and comply with its obligations under this Agreement.

3.2.2 FuturePay will comply with all applicable security guidelines or requirements established with respect to FuturePay's Services as well as all applicable laws, rules and regulations regarding its collection, use, storage and maintenance of the Beneficiaries' personal information in connection with this Agreement and it will protect such personal information by establishing and maintaining appropriate safeguards to maintain the confidentiality and security of such information to prevent any unauthorized access, use, or disclosure of the information.

3.3 The Client hereby warrants and represents as follows:

3.3.1 The Client will perform its obligations under this Agreement in accordance with laws, statutes, legislation and other regulations applicable to the Client and with the highest level of skill, professionalism, and care.

3.3.2 The Client has all requisite powers, capacities, licenses and permits under all applicable laws and regulations governing its affairs, and under its articles of incorporation, bylaws and governing resolutions to: (i) carry on all business in which the Client is engaged; and (ii) enter into, exercise its rights and perform and comply with its obligations under this Agreement.

3.3.3 The Client shall immediately notify FuturePay regarding any changes in its information, or of the information of its Senders, including changes to its onboarding information.

3.3.4 The Client shall ensure it is not engaged or involved in any suspicious, fraudulent, criminal, or similar activity.

3.3.5 The Client shall ensure that all information and documents provided in connection with the Services are complete and accurately reflect the Client's and its Senders' business activities, financial condition, ownership, licensing status (if applicable), and all other pertinent matters.

4. Compliance

4.1 Each Party warrants and represents that it shall comply with all applicable laws and regulations pertaining to anti-money laundering and counter-terrorism financing in connection with all transactions covered under this Agreement. FuturePay shall implement all relevant anti-money laundering and counter-terrorism financing procedures, including without limitation, "Know Your Customer" or "KYC" procedures, sanctions screening, and transaction monitoring in respect of Senders, Beneficiaries, and/or their Merchants and Sub-merchants (as applicable). The Client shall cooperate with FuturePay in the performance of the aforementioned obligations.

4.2 The Client represents and warrants that all information and document provided by the Client in this Agreement is in all respects, true, correct, and complete as of the date of this Agreement.

4.3 The Client shall, upon request from FuturePay, promptly provide the necessary materials, documents or data, including transaction records, customer information, audit reports, and other information as required for compliance with applicable laws. FuturePay shall not be liable for failure to process any transactions due to the Client's failure to provide any requested documents.

4.4 The Client represents and warrants that transactions sent to FuturePay and/or processed for payment shall not be in violation or sanctions from all major international sanctioning bodies (including without limitation OFAC, the United Nations, and the European Commission). Upon discovery of any fraudulent, suspicious, criminal or similar activity or involvement of the Senders, immediately, or within a reasonable time thereafter, inform FuturePay of such discovery. Losses incurred by FuturePay due to failure of the Client to inform FuturePay of such discovery shall be borne by the Client.

4.5 The Client shall understand and covenant to cooperate with FuturePay in the implementation of adequate anti-fraud measures, including but not limited to cooperating with FuturePay in KYC and ongoing monitoring, and undertakes to ensure that transactions processed through FuturePay shall not involve any fraudulent or illegal activities.

5. Charges Due to FuturePay

5.1 Unless otherwise explicitly agreed in writing by both Parties, during the term of this Agreement, and in consideration of the Services rendered by FuturePay, the Client will pay FuturePay the Charges as displayed on the relevant pages of FuturePay's website.

5.2 In the event of a unilateral cancellation of a Payment Instruction by the Client, FuturePay may charge a cancellation fee as displayed on the relevant pages of FuturePay's website.

5.3 All Charges and pre-funding transactions under this Agreement shall be paid by the Client to the bank accounts designated by FuturePay.

5.4 FuturePay may, at any time, increase or decrease the Fees by providing prior written notice. If the Client does not object within thirty (30) business days from receipt of the notice of the change of Fees, it shall be deemed to have agreed to the adjusted Fees. In case of objection and an agreement is not reached by FuturePay and the Client, FuturePay may temporarily continue providing Service in accordance with previous rates, or suspend or terminate the provision of the affected Services to the Client, at the discretion of FuturePay.

5.5 In case of any unpaid fees, FuturePay has the right to deduct such fees from the Client's balance with prior notice to the Client.

6. Transaction Processing

6.1 If the balance of the Client's E-ledger is insufficient to process the transaction, such transaction will not be executed by FuturePay. FuturePay will notify the Client as soon as practicable of any such declined Payments.

6.2 FuturePay may, at its sole and reasonable discretion, determine the occurrence of any of the following circumstances:

A. Providing services to the Client would likely cause FuturePay to violate applicable laws, regulations or regulatory requirements, subject FuturePay to economic sanctions, or result in losses to FuturePay;

B. The Client's FuturePay Account may be subject to unauthorized access, transactions exceeding authorized permissions, or other forms of improper use;

C. FuturePay has reasonable grounds to believe that the Client is involved in any fraudulent activities, money laundering, terrorist financing, or other criminal and/or illegal activities;

D. FuturePay believes that the Client's FuturePay account has been compromised or for other security reasons; or FuturePay suspects that the Client's FuturePay account is being or has been used without the Client's authorization or in a fraudulent manner;

E. If the continued provision of the Services pose an unacceptable business, legal, fraud, reputational, or other risk to FuturePay;

F. Other circumstances or facts that FuturePay considers may affect or have actually affected the Client's continued use of FuturePay's services.

6.3 Upon the occurrence of any of the foregoing circumstances, in addition to refusing to execute such transaction for the Client, FuturePay shall have the right to immediately take one or more of the following emergency measures, including but not limited to:

A. Freezing the balance in the Client's collection account;

B. Suspending the provision of any services to the Client;

C. Terminating the Client's FuturePay account;

D. If the payer's funds have already been credited to the Client's account, FuturePay shall have the right, at its sole discretion, to return such transaction funds. If the relevant transaction funds have already been exchanged, (unless FuturePay agrees to handle it otherwise) FuturePay may reverse exchange the already exchanged funds at the exchange rate provided by FuturePay at that time back to the original source currency and return them to the payer's original remitting account. Any exchange loss that may arise from the exchange rate difference between the two exchanges, as well as related bank fees and/or corresponding FuturePay handling fees (if any), shall be borne solely by the Client;

E. If the Client has any payables of any nature to FuturePay, FuturePay shall have the right to deduct such amounts from any account balance under the Client's name;

F. Other corresponding measures determined by FuturePay based on its sole discretion.

7. Termination for Cause

7.1 Term. This Agreement will come into force on the Effective Date and will continue to be in force for an initial term of one (1) year thereafter ("Initial Term"). During the Initial Term, this Agreement cannot be terminated for convenience but may be terminated for cause in accordance with Section 7.2 or 7.3 below. Following the Initial Term, this Agreement will be automatically renewed for additional one (1) year periods (each an "Additional Term") unless either party gives written notice to the other Party of its intention of non-renewal thirty (30) days prior to the end of the Initial Term and Additional Term. During the Additional Term, this Agreement may be terminated for convenience by either Party giving the other Party at least thirty (30) days prior written notice.

7.2 Termination for Cause

7.2.1 Either Party may terminate this Agreement at any time by giving written notice to the other Party in the event of the following:

A. If a Party is in breach of any material obligation under this Agreement and fails to remedy any such breach within ten (10) days of written request for remedy by the other Party, then the non-breaching Party may immediately terminate this Agreement.

B. If this Agreement cannot be performed due to any applicable law or regulation which materially hinders or affects a Party's obligations or rights hereunder in an adverse manner or which imposes legal restrictions on the Parties. In such event, the Party becoming aware of such legal restriction or obligation will notify the other Party as soon as practicable and may, upon thirty (30) days' prior notice along with relevant grounds or evidence, suspend and/or terminate this Agreement.

C. In the event of: (i) any bankruptcy or liquidation procedures initiated by or against a Party and where such procedures prevent that Party from fulfilling its undertakings under this Agreement; or (ii) a Party is unable to pay its debts, or becomes insolvent, or an order is made or a resolution passed for the administration, winding-up or dissolution of a Party (otherwise than for the purposes of a solvent amalgamation or reconstruction), or a Party enters into or proposes any composition or arrangement with its creditors generally.

7.3 Termination/Suspension by FuturePay

FuturePay may terminate this Agreement or suspend the provision of Services in full or in part at any time with a written notice to the Client in the event of the following:

A. The Client fails to maintain the minimum credit standard established by FuturePay for the Client's Settlement Account from time to time, or FuturePay believes that a material adverse change has occurred in the Client's creditworthiness, assets, business or financial condition including, without limitation, due to a change in the Client's business;

B. FuturePay determines, in its sole discretion, that any statement made by the Client to induce FuturePay to enter into this Agreement was false in any way when made, or becomes false;

C. The Client is in default of any Payment Obligation under this Agreement or in default of paying any amount owing by the Client under any loan, debt or Other Obligation to FuturePay or anyone else;

D. The Client does not submit a Transaction or use any of the Services under this Agreement for a period of six (6) consecutive months;

E. The Client ceases to carry on business;

F. FuturePay considers the number or amount of Chargebacks, potential Chargebacks, contingent Chargebacks or pending Chargebacks under this Agreement to be excessive or the Client's Transactions to be irregular or any other circumstances that FuturePay considers, in its sole discretion, may increase FuturePay's exposure to Chargebacks or otherwise present a financial or security risk to FuturePay;

G. Any Transactions are irregular;

H. Any of the Regulatory Authorities, FuturePay's cooperating bank, or financial institutions may require that FuturePay terminate this Agreement, including, without limitation, because the Client's act or omission may create harm or loss of goodwill for them.

I. Where a third party engaged by FuturePay to provide services under this Agreement ceases to provide the relevant services, and FuturePay is unable to secure a replacement third party providing services of equivalent nature and quality in a timely manner.

J. In case of any breach of Clause 6.2 of this Agreement;

K. In case of any breach of the Acceptable Use Policy.

8. Effect of Termination

8.1 The termination of this Agreement (however occasioned) will be without prejudice to any rights or liabilities of either Party which have been accrued prior to such termination and will not affect or prejudice any provision of this Agreement which expressly or by implication comes into effect on or continues in effect after termination.

8.2 Upon termination of this Agreement

8.2.1 FuturePay shall return to the Client all Funds held by FuturePay, after deducting any outstanding amounts (including, without limitation, service fees, frozen funds, and penalties), within one hundred and eighty (180) days following the occurrence of any termination event.

8.2.2 Each of the Parties will immediately cease any use of any Confidential Information of the other Party and will immediately either return such Confidential Information to the disclosing Party, or at the option of the disclosing Party, certify to the disclosing Party of the destruction of any such Confidential Information.

8.2.3 Upon the termination or expiration of this Agreement, each Party will provide all reasonable cooperation to each other for a period of one hundred and eighty (180) days from the date of termination or expiration (the "Winding Up Period") for the prompt, orderly and efficient conclusion of the Services, including completing any in-progress Payments based on Payment Instructions initiated prior to the date of such termination, transmitting any applicable Funds relating thereto, performing a final accounting and reconciliation (including, where applicable, the return of any collateral held by a Party or any funds owed to the Client in the E-ledger that have not been disbursed to Beneficiaries).

9. Intellectual Property Rights

9.1 The Parties acknowledge that, except as expressly set forth in this Agreement, this Agreement will not be deemed to confer, assign, or grant any rights in or to either Party's Intellectual Property Rights. Each Party will exclusively retain its own intellectual property. It is hereby clarified that a Party (and its Affiliates and subcontractors or other assigns) will not acquire any proprietary right, license, interest or any Intellectual Property right of the other Party, including with regard to any of such Party's products, services, software and materials provided pursuant to this Agreement. A Party will not (and will ensure that its Affiliates and subcontractors do not), without the prior written consent of the other Party (which may be withheld at that other Party's absolute discretion), use, or allow the use of, any trademarks, logos, devices, symbols or other similar items (whether registered or otherwise) owned or used by, or licensed to, that other Party, or any other items that are misleadingly, confusingly or materially similar to the foregoing. FuturePay warrants and covenants that any intellectual property used in connection with provision of the Services is owned exclusively or otherwise duly licensed or utilized by FuturePay, and does not and will not infringe upon any third party intellectual property rights.

9.2 The Client acknowledges that all Intellectual Property Rights in the Applications, brand, proprietary software, business processes, and other materials developed by Futurepay, its Affiliates, and/or their respective licensors (collectively, "Futurepay IP") are owned by such parties, excluding any Intellectual Property Rights of the Client or those derived from the Client's Intellectual Property. This Agreement does not grant the Client any title or general license to the Intellectual Property of Futurepay, its Affiliates, or their respective licensors. Unless expressly authorized herein or required by applicable law, the Client agrees not to disclose, copy, modify, reverse engineer, decompile, disassemble, or create derivative works based on such Intellectual Property.

10. Indemnity

10.1 Each Party (the "Indemnitor") agrees to indemnify, defend, and hold harmless the other (the "Indemnitee") its Affiliates, directors, shareholders and officers from and against any and all claims and/or any and all losses, costs, damages or liabilities caused by the Indemnitor, its Affiliates, directors, shareholders and officers including but not limited to:

10.1.1 the breach of any of the representations, warranties and obligations set forth in this Agreement;

10.1.2 any infringement of the Indemnitee's Intellectual Property rights by the Indemnitor;

10.1.3 any other willful or intentional misconduct of the Indemnitor in connection with this Agreement;

10.1.4 any violation of applicable law by the Indemnitor.

10.2 Indemnification Procedures. The obligations of each Party under this Section 10 to defend, indemnify and hold harmless the other party shall be subject to the following:

10.2.1 Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby;

10.2.2 Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and

10.2.3 Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor.

10.3 Subject to Section 10.2.1 above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.

11. Limitations of Liability

11.1 A Party that is in breach of this Agreement or in violation of any applicable laws and/or regulations during the performance of this Agreement shall compensate the other Party for any damages caused thereby.

11.2 However, in no event shall either Party be liable to the other or to third parties including beneficiaries in contract, tort (including negligence or breach of statutory duty) or otherwise for (i) any loss (whether direct or indirect) of profit, business or revenue; (ii) failure to realize anticipated savings or benefits; (iii) loss of goodwill; (iv) loss of opportunity; (v) loss of operation time; (vi) loss of or corruption to data; (vii) any indirect, special, punitive or consequential loss, damage, cost or expense. The foregoing exclusions apply for any kind whatsoever and howsoever caused, even if reasonably foreseeable and even if it has been advised of the possibility of such losses or events.

11.3 Nothing in this Agreement excludes or limits either Party's liability for (i) fraud or fraudulent misrepresentation; (ii) willful misconduct or misrepresentation; (iii) breach of any applicable law or regulation.

11.4 Notwithstanding anything to the contrary herein, except for liability arising from FuturePay's willful misconduct or gross negligence, and subject to applicable law, FuturePay's aggregate cumulative liability for any and all causes of action (including but not limited to claims, suits, controversies, breaches, or damages arising under or related to this Agreement, whether in contract, tort, or any other legal theory) shall not exceed the total amount of fees (excluding third-party pass-through fees) received by FuturePay for the Services under this Agreement during the six (6) month period immediately preceding the event giving rise to liability, net of interchange fees, fines, and any other amounts imposed by payment card networks or third parties.

11.5 Indemnification and Damages. Notwithstanding Section 10.1 of the main portion of this Agreement, FuturePay shall not be liable in whole or in part for any damages incurred by the Client, or any of its Senders or Beneficiaries in the following circumstances:

11.5.1 Any damages caused by any transaction requested by the Client without confirming the authenticity thereof;

11.5.2 Any damages or losses due to any transaction failures or delays due to incomplete or incorrect Sender, Beneficiary, or other information provided by the Client to FuturePay;

11.5.3 Damages caused by the Client in lending or delegating the use of any of FuturePay's platforms, leaking or exposing any ID or password thereto, to a third party, or being neglectful with respect thereto;

11.5.4 Damages caused by Illegal Transactions as defined in this Agreement.

11.6 Nothing in this Agreement will be deemed to exclude or limit liability that cannot be excluded or limited as a matter of law.

12. Liability for Fines and Penalties

12.1 The Client shall be solely responsible for, and shall indemnify and hold FuturePay harmless from: (i) any and all fines, penalties, charges, or assessments (collectively, "Fines") imposed by any card schemes, financial institutions, banking partners, or other financial channels cooperating with FuturePay, which arise from or are connected with the Client's acts, omissions, or breach of this Agreement; and (b) any losses incurred by FuturePay due to regulatory orders or orders from its banking partner(s) in connection with suspicious, fraudulent, or similar activities related to the Client's transactions.

12.2 Without prejudice to any other rights or remedies available to FuturePay under this Agreement or applicable law, FuturePay is expressly authorized to freeze and withhold all or any portion of the Client's funds (including but not limited to funds in the Client's Virtual Account, or any settlement funds) to cover the amount of such Fines, upon receipt of a formal notice or demand for payment from the relevant authority.

12.3 Should the Client's available funds be insufficient to cover the full amount of the Fines, FuturePay reserves the right to claim and recover the outstanding difference from the Client. The Client agrees to promptly pay such difference to FuturePay upon demand.

13. Confidentiality

13.1 The Parties acknowledge that, in the course of performing the responsibilities and obligations under this Agreement, each Party may be exposed to or acquire information which is confidential to the other Party. The Parties agree to hold such information strictly confidential and shall not to copy, reproduce, sell, assign, license, market, transfer, give, or otherwise disclose such information to third parties, other than affiliates or agents, or to use such information for any purposes whatsoever, without the express written permission of the other Party, other than for the provision of Services hereunder and to advise each of the employees, agents and representatives of their obligations to keep such information confidential. Without limitation of the foregoing, the Parties will use reasonable efforts to advise each other immediately in the event that either learns or has reason to believe that any person who has access to confidential information has violated or intends to violate the terms of this Agreement, and will reasonably cooperate in seeking injunctive relief against any such person.

13.2 Confidential Information will not include information which: (a) at the time disclosed or obtained is in the public domain; (b) after being disclosed or obtained becomes part of the public domain through no act, omission, or fault of a Party; (c) was in the other Party's possession at the time of disclosure or receipt and was not acquired, directly or indirectly, under an obligation of confidence; or (d) the Party demonstrates that the Confidential Information was received by it from a third party after the time it was disclosed or obtained hereunder and was not acquired by the third party, directly or indirectly, from the Party or from the personnel of the Party under an obligation of confidence hereunder; was information which either Party is required to disclose by applicable law, any court of competent applicable jurisdiction, any government agency or regulatory body lawfully requesting the same or by the applicable regulations of any recognized stock exchange, provided that (to the extent not prohibited by law or order of court, government agency or regulatory body or stock exchange regulation) the disclosing Party promptly notifies and consults with the other Party in advance in relation to the timing and content of such disclosure; or (f) was information which is required for applicable legal proceedings relating to this Agreement.

13.3 Upon termination of this Agreement, for any reason, all Confidential Information will be immediately returned to the disclosing Party or verified to the disclosing Party as having been destroyed, at the disclosing Party's option and request. The covenants of this Section 11 will survive termination of this Agreement indefinitely, until the information ceases to be confidential through no fault or breach of recipient, by becoming public domain.

14. Data Protection

14.1 Each Party agree to comply with the Data Protection Agreement (the "DPA") provided by FuturePay, which forms part of this Agreement. The provisions of DPA will prevail over any conflicting terms in this Agreement, regarding Data Processing.

14.2 Each Party undertakes to the other Party that it will comply with all statutory requirements for the time being in force in relation to its performance of this Agreement and for the proper and/or lawful operation of this Agreement so far as they apply to it including the requirements of any applicable data protection laws and any similar or successor legislation in any applicable jurisdiction and any regulations and orders made there under, and any applicable code(s) of practice.

14.3 Each Party undertakes to comply with all the laws and regulations regarding confidentiality, protection of privacy and data protection applicable to its activities and to diligently take all necessary measures to assure that all transactions comply with such laws and regulations.

15. Governing Law & Dispute Resolution

15.1 Governing Law. This Agreement will be construed and enforced in accordance with, and governed by, the substantive laws of Hong Kong SAR, without regard to the conflict of laws principles thereof, and all actions arising out of or relating to this Agreement must be brought in the Arbitration proceeding as detailed in Section 15.2 below.

15.2 Arbitration. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") in accordance with the arbitration rules of the HKIAC in force at the time. The seat of the arbitration will be Hong Kong, and the language of the arbitration will be English.

16. Miscellaneous

16.1 Relationship of the Parties. Each of the Parties will at all times during the term of this Agreement be considered, act as, and will represent itself to be, an independent contractor, and not an agent nor employee of the other. No employment relationship will exist or be construed to exist between each of the Parties and the employees of the other Party. Neither Party will be authorized to bind, commit or assume any obligations on behalf of the other Party, without the other Party's prior written consent.

16.2 No contractual relationship between FuturePay and Sender/Beneficiary. FuturePay shall not be deemed a party to the contractual relationship between the Client and the Sender and/or the Beneficiary. For the avoidance of doubt, any review conducted by FuturePay regarding the Sender, Beneficiary, or underlying transaction shall be considered solely as fraud management measures taken by FuturePay and shall not be construed as evidence of FuturePay's participation or involvement in any transaction of goods/services between the Client and the Sender and/or the Beneficiary. The Client shall be solely responsible for resolving any disputes arising between the Client and the Sender and/or the Beneficiary. The Client shall indemnify FuturePay for all losses incurred by FuturePay (including but not limited to reasonable attorney's fees) as a result of such disputes.

16.3 Taxes and Other Fees. Each Party shall bear its own taxes, costs and expenses relating to the execution of this Agreement and the implementation hereof, unless otherwise explicitly agreed upon in writing by both Parties or as otherwise stated in this Agreement. The tax obligations of each Party shall be primarily determined according to the country where each Party has its place of business, and additionally by any other local or foreign laws that may be applicable to each Party. In case FuturePay is made liable by any tax or similar authorities to pay any taxes or other fees that should have been paid by the Client, the Client agrees and authorizes FuturePay to automatically deduct such taxes or fees from its balance, with notice to the Client.

16.4 Entire Agreement; Modifications. This Agreement and Schedules hereto are intended as the complete, final and exclusive statement of the terms of the agreement between the Parties regarding the subject matter hereof and supersede any and all other prior or contemporaneous agreements or understandings, whether written or oral, between them relating to the subject matter hereof. FuturePay reserves the right to modify or amend this Agreement (including any Schedule hereto) at any time. Except as otherwise specifically provided in Section 2.3 (regarding modifications to Services) and Section 5.4 (regarding modifications to Fees and Charges), any such amendment shall take effect seven (7) days after the date on which notice of the amendment is published on FuturePay's website or otherwise communicated to the Client in accordance with Section 16.6 (the "Amendment Effective Date"). The Client's continued use of any FuturePay services after the Amendment Effective Date shall constitute the Client's unconditional acceptance of the amended Agreement. If the Client does not agree to any amendment, the Client must cease using all FuturePay services and notify FuturePay in writing prior to the Amendment Effective Date; in such case, this Agreement shall be deemed terminated as of the Amendment Effective Date, without prejudice to any outstanding obligations of the Client that accrued prior to such date. The terms and conditions of this Agreement will prevail notwithstanding any conflict with the terms and conditions of any purchase order, acknowledgment or other instrument submitted by either of the Parties, unless such instrument expressly stipulates a change of this Agreement and is executed by both Parties.

16.5 Assignment and Transfer. FuturePay may, at its sole discretion and to the extent permitted under law, assign any or all of its rights and obligations under this Agreement to any of its Affiliates to the extent that such assignment would not result in an impairment of Company's rights under this Agreement. Save the foregoing, neither Party may assign, sub-license, sub-contract, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other Party.

16.6 Notice and Communication

16.6.1 Methods of Notice. FuturePay may provide any notice to the Client under this Agreement by:

A. Electronic mail to the Client's registered email address;

B. Short message service (SMS) to the Client's registered mobile number;

C. In-app notifications or messages within the FuturePay platform; or

D. A phone call made to the Client's registered contact number.

16.6.2 Effectiveness of Notice. A notice shall be deemed to have been duly given and effective:

A. If by email, at the time of sending by FuturePay's system (provided no "delivery failure" notification is received);

B. If by SMS or in-app message, at the time of sending by FuturePay's system; and

C. If by phone call, at the time the conversation is initiated.

16.6.3 Designated Contact Information. The Client is responsible for ensuring that its registered contact information (including email address, mobile number, and other details) is kept accurate and up to date at all times. FuturePay shall not be liable for any failure of notice resulting from the Client's outdated or incorrect contact information.

16.6.4 Client Inquiries and Feedback. The Client may submit inquiries or report issues (including transaction-related problems) to FuturePay through the following designated channels:

A. Sending an email to its dedicated FuturePay Account Manager or to the general support email address;

B. Directly contacting its dedicated FuturePay Account Manager via phone or other agreed methods; or

C. Calling the FuturePay customer service hotline.

16.7 Non-Exclusivity. Services provided hereunder will not prevent either Party from entering into other arrangements or agreements for the provision of similar or competing services in any Territories.

16.8 Waivers. A waiver of any default hereunder or of any of the terms and conditions of this Agreement will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition but will apply solely to the instance to which such waiver is directed. The exercise of any rights or remedies provided in this Agreement will be without prejudice to the right to exercise any other rights or remedies provided by law or equity, except as expressly limited by this Agreement.

16.9 Severability. If any term or provision of this Agreement will be determined to be invalid, illegal or unenforceable, such term or provision will be deemed modified to the extent necessary to make the same valid and operative, or if it cannot be so modified, then eliminated, and the validity, legality, or enforceability of the remaining terms and provisions will continue in full force and will not in any way be affected or impaired thereby.

16.10 Sections and Headings; Interpretation. The sections and headings contained in this Agreement are for ease of reference only and will not in any way affect the meaning or interpretation of this Agreement. Any reference to this Agreement is deemed as a reference to this Agreement and any and all its Schedules.

16.11 Force Majeure. The Parties will not be liable for failure or delay in performing their obligations hereunder arising from any cause beyond their control including, but not limited to, acts of God, acts of civil or military authority, fires, strikes, lockouts or labor disputes, governmental restrictions, war, terrorist acts, riots or other civil disturbances, earthquakes, storms, typhoons and floods. In the event of any such failure or delay, the time for the performance of their obligations will be extended for a period no less than that lost by reason of the delay.

Schedule 1 — Statement of Services

1. FuturePay shall provide the Client with a electronic ledger record-keeping service (the "E-ledger") solely for the purpose of for the recording of Funds in designated currencies in connection with the payment processing services under this Agreement. The E-ledger is strictly an administrative tool and does not constitute, and shall not be construed as, a bank account or any form of deposit account. All Funds recorded in the E-ledger are not segregated trust funds and shall at all times remain with the Client, subject to FuturePay's right to set off any outstanding obligations owed by the Client. The Client shall not be entitled to any interest or return on any Funds recorded in the E-ledger, and FuturePay shall have no obligation to pay interest on any such Funds under any circumstances.

1.1 Upon termination of this Agreement, any recorded funds in the E-ledger shall be returned to a bank account designated by the Client in accordance with the terms of the Main Agreement, provided that FuturePay shall first deduct all outstanding Charges and liabilities, and withhold any amounts as permitted under this Agreement (if applicable).

1.2 For the avoidance of doubt, the Client's ownership of Funds recorded in the E-ledger does not, in and of itself, impose any obligation on FuturePay to reimburse, restore, or make good any shortfall in the E-ledger balance arising from, or in connection with, any recall, chargeback, reversal, refund, dispute, or any other claim initiated by a third party (including but not limited to the Client's customers, counterparty banks, card schemes, or payment networks) (collectively, "Fund Recovery Events"). In the event of any Fund Recovery Event, FuturePay shall be entitled to debit the corresponding amount directly from the E-ledger, and the resulting reduction in the E-ledger balance shall be borne solely by the Client. FuturePay shall have no liability to the Client for any such debit, provided that FuturePay acts in accordance with the instructions or requirements of the relevant third party or applicable rules.

2. Acquiring Service

2.1 Description. FuturePay will provide an available Acquiring Service to the Client enabling the Client to make online bank transfers and/or cash payments via the Payment Network.

2.2 Client Acknowledgements & Responsibilities. The Client acknowledges and agrees that:

2.2.1 The Client acknowledges that the provision of the Acquiring Services is contingent upon its ongoing compliance with the Agreement, FuturePay's policies, and the Rules of the Card Networks.

2.2.2 The Client shall at all times display the logos of the Card Networks it accepts in accordance with the Rules of the respective Card Networks.

2.2.3 The Client shall not:

A. Present for processing any Transaction that is not a bona fide, lawful sale of goods or services by the Client;

B. Accept a Card for any purpose other than as payment for the Client's goods and/or services;

2.2.4 The Client shall handle all Cardholder Information in strict compliance with the Data Security Standards and applicable data protection laws.

2.3 PCI Compliance

2.3.1 Compliance Obligation. The Client shall, at all times, comply with the Payment Card Industry Data Security Standard ("PCI DSS") and, as applicable, the Payment Application Data Security Standard ("PA DSS"), the Visa Account Information Security Program, the MasterCard Site Data Protection Program, the Discover Information and Security Compliance program, and the American Express Data Security Requirements (collectively, the "Security Standards"). Details of these standards are available on their respective official websites.

2.3.2 Scope of Application. The PCI DSS requirements shall apply to the Client and extend to any agent, subcontractor, or third-party service provider that the Client engages to store, process, or transmit Cardholder Data on your behalf. Furthermore, any such agent or third-party provider must be duly registered with the relevant Payment Card Network and any Alternative Payment Method provider that mandates registration.

2.3.3 Specific Obligations of the Client. In connection with the foregoing, the Client hereby covenants and agrees to:

A. Provide FuturePay with prior written notification regarding any agent or third-party provider that is engaged in, or proposes to engage in, the provision of payment-related services and/or the storing, processing, or transmitting of Cardholder Data for the Client, irrespective of the duration or manner of such activities;

B. Ensure that all such agents and third-party providers:

(i) are validly registered with the applicable Payment Card Network;

(ii) maintain full compliance with all applicable data security standards, including but not limited to the PCI DSS; and

(iii) are bound by a written agreement with the Client that imposes upon them obligations materially consistent with and no less stringent than those set forth in this Section, specifically regarding the secure processing of Cardholder Data.

2.4 Responsibility for Third Parties. The Client shall be solely and fully responsible for ensuring the compliance of any and all third parties (including, for the avoidance of doubt, any point-of-sale (POS) solution, application, or software provider) to whom the Client grants access to Cardholder Data. This responsibility includes liability for any non-compliance by such third parties.

3. Virtual Account Opening

3.1 Description And Nature Of Services

3.1.1 FuturePay shall provide the Client with system (the "Virtual Account System") that generates unique virtual account numbers for the purpose of receiving and tracking funds from the Client's customers.

3.1.2 The FuturePay Virtual Account is a virtual account ledger maintained by FuturePay and not a bank account. The Funds held in your Virtual Account shall not bear interest and are not subject to the protection of the Hong Kong Deposit Protection Scheme.

3.1.3 By accepting this Agreement, you acknowledge and authorize FuturePay to retain any interest that may arise from the pooling of Funds collected by FuturePay on your behalf. FuturePay shall, upon your reasonable request, provide information regarding any such interest generated.

3.2 Treatment and Ownership of Funds

3.2.1 FuturePay shall hold all user Funds in one or more designated underlying bank accounts in its name, segregated from its own corporate funds, solely for the purpose of providing the Services under this Agreement. Funds in these underlying accounts will be commingled with those of other users of the Services.

3.2.2 FuturePay has implemented commercially reasonable administrative and technical measures to protect and segregate the Funds. The Funds will not be used for FuturePay's operating expenses or for any other corporate purposes.

3.3 Virtual Account Operation

3.3.1 Each virtual account number is unique to a specific payer, transaction, or as otherwise configured by the Client through the designated interface. The Virtual Account System automatically identifies incoming payments based on the virtual account number and records them against the corresponding transaction or payer within the Client's master account.

3.3.2 The primary function of the Virtual Account System is to facilitate efficient payment reconciliation and allocation. All funds received into any virtual account shall be immediately consolidated into the Client's designated master collection account upon identification.

3.4 Client Responsibilities

3.4.1 The Client is responsible for configuring, managing, and distributing the virtual account numbers to its payers. FuturePay shall not be liable for any misallocation or delay resulting from incorrect configuration or distribution of virtual account numbers by the Client.

3.4.2 The Client shall ensure that its payers reference the correct virtual account number when making payments. FuturePay is not obligated to investigate or rectify payments made to an incorrect or unreferenced virtual account number, though it may attempt to do so on a reasonable efforts basis, potentially subject to an additional fee.

3.4.3 The Client acknowledges that virtual account numbers remain the property of FuturePay and are provided for use solely in connection with the Services under this Agreement. The Client may not assign, transfer, or sub-license the use of virtual account numbers to any third party without FuturePay's prior written consent.

4. Payouts & Collections

4.1 Service of Payouts. FuturePay shall provide a platform for the Client to send transactions to specified beneficiary in the specified currencies.

4.1.1 Funding method. The Client shall, from time to time, transfer funds into the bank account indicated by FuturePay for the processing of transactions. The Client shall bear all costs and fees charged for such transfer. Unless otherwise indicated in a separate Agreement or equivalent document signed by both parties, FuturePay shall not be required to process transactions if the Client's funds in the indicated bank account are insufficient.

4.1.2 Payment orders. The Client shall submit all payment instructions exclusively through its Virtual Account via online channels.

4.1.3 To set up a payment order, you must provide accurate information including, but not limited to:

A. The full name of the Beneficiary;

B. The Beneficiary's bank account details;

C. The amount to be transferred and the currency;

D. An invoice reference identifiable by the Beneficiary; and

E. A copy of the relevant invoice, when deemed necessary by FuturePay.

4.1.4 Any Funds that cannot be delivered by FuturePay in accordance with the Payment Instructions will be credited to the Client's E-ledger.

4.2 Service of Collection. FuturePay shall maintain an account for the Client in the specified country/ies for the purpose of collecting funds for transactions involving goods and/or services in the specified country/ies. Such funds shall, upon request from the Client, be settled to the Client in a bank account specified under this Agreement.

5. Conversion

5.1 Description. FuturePay shall provide currency conversion services (the "Conversion Service") to the Client, allowing for the conversion of funds from the agreed Base Currency into the designated Payment Currency or Collection Currency for the purpose of completing cross-border payment transactions as stipulated in the Main Agreement.

5.2 The Client may initiate a Conversion request by submitting a written instruction (which may include electronic instructions via API) to FuturePay, specifying the amount in Base Currency to be converted and the desired Payment Currency.

5.3 Exchange Rate Mechanism

5.3.1 The Currency Conversion Rate (including handling fees) applied to each Conversion shall be determined by FuturePay.

5.3.2 The applicable Currency Conversion Rate will be quoted to the Client and is valid for a limited time, as specified by FuturePay at the time of the quote. A Conversion transaction shall be deemed finalized, irrevocable and binding upon FuturePay's confirmation of the Client's instruction using the quoted rate.

5.3.3 Unless otherwise explicitly agreed in writing by both Parties, FuturePay does not guarantee exchange rates for any future-dated transactions, and all Conversions are spot transactions based on the rate at the time of instruction confirmation.

5.4 Client Acknowledgements & Responsibilities. The Client acknowledges and agrees that:

5.4.1 It bears all risks associated with fluctuations in foreign exchange rates between the time a Payment Instruction is issued and the time the Conversion is finally executed.

5.4.2 The final amount in Payment Currency received by the Beneficiary may differ from preliminary estimates due to rate fluctuations and the deduction of applicable Charges.

5.4.3 FuturePay acts as a principal in the Conversion and not as a fiduciary or advisor in relation to foreign exchange markets.

5.4.4 Restrictions. At no time does FuturePay support Conversion transactions for investment or speculative purposes, such as attempting to profit from exchange rate fluctuations. If FuturePay have reasonable grounds to believe the Client is using any Conversion transaction for investment or speculative purposes, FuturePay may refuse to process the client's instructions and/or suspend access to or close it's FuturePay account without prior notice.

5.4.5 FuturePay is under no obligation to accept the Client's instructions for Conversion transactions and reserves the right to decline specific Conversion transactions with the Client.

5.4.6 Acceptance of FuturePay's quote does not automatically guarantee FuturePay's acceptance of the exchange. Only a confirmation email or message constitutes acceptance.

Schedule 2 — Withholding Funds Form

1. FuturePay has the right to withhold settlement of Transactions and/or hold, freeze, or otherwise retain funds in the Client's Settlement Account. Such funds may be held in a separate or combined Reserve Account without the involvement of an independent escrow agent, to secure the Client's Payment Obligations and Other Obligations under this Agreement. The daily withholding amount or rate, and the withholding period shall be displayed within the Client's FuturePay account.

2. FuturePay reserves the right to increase the withholding amount and/or extend the withholding period where such adjustment is reasonable and proportionate to the actual risk as assessed by FuturePay.

3. FuturePay will release the withheld funds unless it has provided compelling grounds to the Client, demonstrating:

3.1 a specific, quantifiable risk or loss has occurred or is reasonably likely to occur; and

3.2 the amount and/or duration of the withholding is insufficient to secure the Client's obligations under this Agreement.

4. FuturePay's rights with respect to the Withholding Funds shall survive any termination of this Agreement. FuturePay shall be entitled to maintain the Withholding Funds for the period specified in this Section even after the termination of this Agreement.