MEMORANDUM OF AGREEMENT

FOR SCAN TO PAY SERVICE

This Memorandum of Agreement for GCash Scan to Pay Service (this “Agreement”) is entered into by and
between the parties named below who agree on the following terms and conditions:

A. G-XCHANGE (or GXI)

G-XCHANGE, INC., a corporation organized and existing under Philippine laws, with offices at 8th
floor, W Global Center, 30th Street corner 9th Avenue, Bonifacio Global City, 1634 Taguig City,
Metro Manila, represented herein by its Vice President for Offline Payments, Ana Leticia Pascual.

B. MERCHANT

<MERCHANT>, a corporation organized and existing under Philippine laws, with offices at
<_______________>, represented herein by its < >, < >.

C. SERVICE DESCRIPTION

GXI shall provide the GCash Scan to Pay Service to the MERCHANT using related GCash Scan
to Pay Tools [as stated in ANNEX 1] at the MERCHANT’s Scan to Pay Sites [as stated in ANNEX
2] (hereinafter, the “SCAN TO PAY SERVICE”).

D. MERCHANT DISCOUNT RATE

GXI shall collect a Merchant Discount Rate (MDR) equivalent to the percentage of all approved
payment transactions made to MERCHANT through the Scan to Pay Service. The applicable MDR
is indicated in ANNEX 3.

E. TERM

This Agreement shall be binding between the MERCHANT and GXI for a term of ONE (1) YEAR
commencing from date of signing, subject to auto-renewal for successive terms of ONE YEAR
each, unless or until terminated by GXI.

F. CONTACT PERSONS

For GXI: For MERCHANT:

Account Manager: Representative: _____
VIRIGELIO C. HABAL JR
Address: Address: _____
8F, W Global Center, 9th Avenue corner 30th
Street, Bonifacio Global City, Taguig City

Contact Number/s: Contact Number/s: _____

09175001620
E-mail Address/es: E-mail Address/es: _____
[email protected]

Memorandum of Agreement
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G. DEFINITIONS FORMING A PART OF THIS AGREEMENT

“Applicable Law” means the laws of the Republic of the Philippines, including but not restricted to,
all laws, rules and regulations related to electronic money issuance, money remittance, mobile
payments, and all applicable anti-money laundering, anti-fraud, anti-corruption and anti-bribery
laws.

“MDR” or “Merchant Discount Rate” means a fee earned by the GXI at a specific percentage of
every transaction successfully processed by MERCHANT as specified in clause D.

“Fraud” means an intentional deception made and/or conducted by either MERCHANT, or its
agents, branches, network outlets, whether acting individually, or together, or in collusion with a
third party, for his or their personal gain, profit or some unfair or dishonest advantage, or to damage
GXI, its subsidiaries or affiliates, relating to the processing, submission of illegitimate or fictitious
transactions or abuse not consistent with the purpose for which the agreement and transactions
were intended for. Fraud also includes fraudulent activities of Customers consistent with this
definition. For purposes of this definition, MERCHANT, its agents, and Sub Merchants are
assumed to be MERCHANT’s employees, agents or Sub Merchants.

“Fraudulent Activities” means activities involving Fraudulent Transactions as defined below.

“Fraudulent Transactions” means transactions processed and/or approved fraudulently.

“Unauthorized Use of Services” means any use of the GXI provided solutions not specifically and
explicitly authorized or permitted in this Agreement and includes, but is not limited to anything not
specifically authorized by GXI, in writing.

H. PREVENTION OF FRAUDULENT ACTIVITIES

GXI requires MERCHANT to use all necessary efforts to prevent the occurrence of Fraudulent
Activities while processing transactions using the GCash Mobile Payment Solutions. GXI shall not
pay MERCHANT for any transactions caused by Fraudulent Activities or abuse or services or
features not expressly authorized by GXI under this agreement. Notwithstanding anything to the
contrary in this Agreement, in the event that GXI becomes aware of the occurrence of Fraudulent
Activities, abuse or unauthorized use of services, GXI shall consider any payment made pursuant
to Fraudulent Activity or any suspicious transactions as excess payment. GXI shall inform
MERCHANT of the occurrence of Fraudulent Activities or unauthorized use of services and of the
amount of the excess payment, as soon as practical.

If GXI reasonably believes that it has made an excess payment to MERCHANT, then, GXI shall be
entitled to deduct the excess payment from future payments to MERCHANT. In the event that
MERCHANT disputes the existence or amount of any such excess payment, such dispute shall be
settled by the Auditor pursuant to the procedures set forth in this Agreement above.
The foregoing shall be without prejudice to the right of GXI to disconnect the Services or block
access thereto in the event it detects Fraud or Fraudulent Activity, as defined in clause 13 below,
provided that GXI has provided MERCHANT with written communication, in any form, of suspected
Fraudulent Activity prior to, or if such prior communication is not reasonably practicable,
immediately after such disconnection.

In the event that : (a) GXI (i) receives any complaint by a GCash user of any unauthorized or
erroneous activity, or (ii) detects any unusual traffic or activity from MERCHANT, a particular user,
or group of users; and (b) after investigation, reasonably determines that such unauthorized or
unusual activity was attributable to a wrongful act or negligence of MERCHANT or its agents, then
GXI shall have the right to set off against payments due to MERCHANT, any costs to GXI resulting
from such activity or traffic.

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 GXI’s investigation and determination as to whether such complaint or activity amounts to
Fraudulent Activity or unauthorized use of the services shall be final and conclusive. In the event
that any such unauthorized or unusual activity is not due to any wrongful act of MERCHANT, but is
reasonably determined by GXI to be due to circumstances or results that were unanticipated by
GXI and MERCHANT at the time this Agreement was executed, GXI and MERCHANT shall work
together in good faith to resolve the issue.

GXI shall be entitled to set off any sums that MERCHANT may owe GXI by virtue of this or any
other Agreement between the Parties, against any payments due to MERCHANT under this
Agreement. GXI shall notify MERCHANT of the set off at least two (2) business days prior to release
of payment. MERCHANT shall confirm or contest the existence of any existing obligation proposed
to be set off in favor of GXI within one (1) business day from receipt of the notice to set off;
otherwise, GXI shall implement the set off.

I. OBLIGATIONS OF THE PARTIES

MERCHANT and GXI shall strictly comply with all Applicable Laws, rules and regulations relating
to its business at its respective place or site of business. Any breach of a Party’s obligations under
this clause shall be a material breach of this Agreement and shall trigger the non-breaching Party’s
rights accordingly.

MERCHANT undertakes to process and honor all successful transactions completed through
GCash Mobile Payment Solutions at all times as stipulated in this Agreement, except in
circumstances completely beyond the control of MERCHANT and which MERCHANT could not
have reasonably anticipated and resolved.

MERCHANT shall monitor all transactions taking place pursuant to this Agreement and shall
additionally ensure effective monitoring of such transactions. MERCHANT shall report in writing
any and all suspicious transactions to GXI within two (2) business days of the date of identification.
Where MERCHANT is unsure of the legitimacy of a transaction, it shall inform GXI and GXI partner
support team 3, within two (2) business days.

MERCHANT shall immediately terminate all involvement in any way related to GCash and GCash
Services with identified employees, agents, partners or sub merchants who have participated or
aided in or have been involved with, or who GXI reasonably believes has been involved with
Fraudulent Activities or Fraudulent Transactions within 24 hours from receipt of such request from
GXI. MERCHANT agrees that failure to do so shall give GXI the right to unilaterally
deactivate/suspend any or all GCash services to MERCHANT.

MERCHANT commits to support any investigation of Fraud, abuse and/or potential abuse and
provide GXI with any information GXI deems necessary to progress such investigation, including
providing GXI with details of its employees, agents, or customers that MERCHANT suspects of
having committed Fraud or Fraudulent Transactions or acts.

Any violation of this clause will be considered a material breach of the Agreement and shall give
the non-breaching Party the right to terminate the Agreement forthwith. The non-breaching Party’s
right to terminate this Agreement shall be in addition to all other rights, remedies and recourse
available to it under Applicable Law.

J. MUTUAL COOPERATION

The Parties shall cooperate with each other in good faith, in order to achieve the objectives set forth
in this Agreement.

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 MERCHANT is committed to developing an anti-fraud culture and eliminating the opportunities for
fraud, bribery, and corruption.

MERCHANT, its agents, employees and its Sub Merchants shall not tolerate fraud, bribery, and/or
corruption of any kind. MERCHANT shall seek to take disciplinary action against those found to
have attempted to perpetuate and/or have perpetrated fraud and abuse.

MERCHANT is committed to conducting business fairly, openly, and honestly and in accordance
with the highest ethical and legal standards.

GXI may impose sanctions as stipulated above in the event that GXI becomes aware of any
violation of this clause. In the event that GXI chooses to impose sanctions, MERCHANT can appeal
GXI’s decision by providing relevant documents with a reasonable explanation regarding the
violation. GXI has the right to hold the balances in MERCHANT’s account up until the investigation
is final. The result of GXI’s investigation will be final and irrevocable.

K. IMPLICATION OF FRAUD

In addition to the penalties and consequences stipulated in this Agreement and Applicable Law,
transactions processed and/or approved fraudulently (“Fraudulent Transactions”) shall be
revoked. Failure to follow standard procedures resulting in transactions deemed by GXI to be
fraudulent transactions shall be tantamount to having been committed with Fraud.

If Fraud is committed and/or participated in by MERCHANT, its employees, agents, or Sub

Merchants, GXI shall, at its election be entitled to any combination of, or all of the following
remedies:

a) Full recovery/reimbursement for direct costs and expenses incurred by GXI on account of
the Fraud.
b) Blacklisting of the relevant involved agents or agent networks, individuals or employees.
c) Termination of this Agreement for MERCHANT’s material breach.

In addition, GXI shall periodically require MERCHANT to implement anti-fraud measures in order
to ensure smooth and uninterrupted provision of Services, appropriate compliance under the
terms of this agreement and all Applicable Law.

DOCUMENTS FORMING PART OF THIS AGREEMENT

This Agreement shall consist of these first four (4) pages and the following Annexes:

ANNEX 1 General Terms and Conditions of the Scan to Pay Service

ANNEX 1-A Pre-onboarding Requirements
ANNEX 2 Scan to Pay Sites
ANNEX 3 Applicable MDR and Settlement Facilities
ANNEX 4 Reversals and Refunds

which shall constitute one comprehensive document that both parties have read, understood, and
agreed to, without prejudice to any supplement or amendment that the Parties may execute
subsequent or pursuant to this Agreement.

In the event of any conflict or inconsistency between the main body of this Agreement, as contained
in the first five pages, and the Annexures, the provisions of the main body will prevail.

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IN WITNESS WHEREOF, the parties sign this Agreement on ____________ in ____________.

G-XCHANGE, INC. MERCHANT

By: By:

MARIA ANA LETICIA PASCUAL SIGNATORY

Vice President, Offline Payments Designation
Date signed: Date signed:

Signed in the presence of:

Memorandum of Agreement
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 ANNEX 1
GENERAL TERMS AND CONDITIONS OF THE SCAN TO PAY SERVICE

1. PRE-SERVICE

1.1 Pre-Onboarding Requirements

Notwithstanding any proposal, term sheet, or application signed by the MERCHANT, GXI reserves
the right to cancel, delay, defer, or suspend delivery of the Scan to Pay Service if the necessary
pre-onboarding requirements (as communicated to MERCHANT) are not submitted on time or as
requested. Pre-onboarding requirements include basic national and local government registrations,
basic corporate or legal documentation, and other relevant documents as may be required by GXI.
Complete list of pre-onboarding requirements as required in this provision is enumerated in ANNEX
1-A.

1.2 Grounds for Non-Delivery, Suspension and/or Termination of the Scan to Pay Service

Even if Pre-Onboarding Requirements have been provided to GXI and/or a proposal, term sheet,
or an application has been signed by MERCHANT, GXI reserves the right not to proceed with
delivering the Scan to Pay Service (or, if already rendered, terminate or suspend the Scan to Pay
Service), if, among others:
(a) it is confirmed that the MERCHANT has made a material misrepresentation or has
concealed any material information in its Pre-Onboarding Requirements or in the proposal,
term sheet, or application form; or
(b) the Site to be covered is outside of the service coverage of the telecommunication
providers (“Telco Providers”) or is otherwise unavailable due to causes not attributable to
the Telco Providers; or
(c) MERCHANT is later found to be ineligible for the Scan to Pay Service under GXI’s policies
(such as when the MERCHANT is blacklisted due to poor credit standing or has a history
of fraudulent acts or practices).

2. SCOPE OF SERVICE

2.1 SERVICE DESCRIPTION: GCash Scan to Pay Service

GXI shall provide the Scan to Pay Service by enabling GCash Scan to Pay at each of the
MERCHANT’s Scan to Pay Sites. Scan to Pay sites are stores or branches owned or operated by
MERCHANT where the Scan to Pay Service will be installed and/or deployed, as specifically listed
in ANNEX 2.

Once enabled, the MERCHANT shall be able to accept payments from customers who use the
“GCash” mobile app in their smartphones to scan the Quick Response (QR) Code assigned to the
MERCHANT and conspicuously displayed at the relevant Scan to Pay Site.

To this end, GXI shall provide MERCHANT with the following for each Scan to Pay Site:
o GCash Scan to Pay Tools
o Promotional merchandise
o Virtual GCash Wallet
o SMS (text) message or e-mail notifications for each completed transaction
o Daily/Weekly/Monthly Transaction Reports
o One-time Basic usage and troubleshooting training
o Merchant Hotline

GXI may modify the implementation of the Scan to Pay Service at any time, subject to timely notice
of changes to the MERCHANT.

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 Any feature, element, or service that is not described in or not in accordance with the Service Annex
and the relevant Service Description shall be considered unauthorized and GXI reserves the right
to immediately suspend and/or terminate the Service that is unauthorized or that contains
unauthorized features or elements. GXI shall not indemnify MERCHANT for any unauthorized
Service. In the event that any of such unauthorized feature, element or service results in any
additional costs to GXI, then GXI shall have the right to withhold the payment of funds on any or all
of MERCHANT’s transactions in an amount sufficient to offset costs and damages incurred by GXI
due to the provision of unauthorized Service or unauthorized features, elements or services up to
the amount of such costs.

2.2 GCash Scan to Pay Tools

The Scan to Pay Service shall be provided to MERCHANT through the following tools which GXI
shall issue, install, and/or maintain at each of the MERCHANT’s Scan to Pay Sites:
o Scan to Pay Keycard containing the Scan to Pay Site name and the QR Code unique to
such Scan to Pay Site, in such number as stated in ANNEX 2
o Instructional Materials
o Mobile phone kit (phone + SIM Card) (prepaid load not included), if applicable

The Scan to Pay Keycard shall feature the QR Code unique to a specific Scan to Pay Site, the
Scan to Pay Site’s name, and the GCash logo, among others. The QR Code is the single most
important feature of the Scan to Pay Service, as it is that which is scanned by the customer to make
their payments, and it is also linked to a virtual GCash Wallet designated in the name of the Scan
to Pay Site. Multiple Scan to Pay Keycards may be issued, depending on the number of point-of-
sale (POS) terminals available in a Scan to Pay Site.

Instructional Materials shall contain detailed step-by-step instructions on how to operate the Scan
to Pay function, as well as other useful information (such as customer hotline).

If issued to MERCHANT, the mobile phone kit shall include a feature phone and a Globe or Touch
Mobile SIM card. It is issued in order for MERCHANT, in a particular Scan to Pay Site, to: (a)
receive transaction notifications in the form of SMS or text messages, and (b) call the Merchant
Hotline (only whitelisted numbers have hotline access). If no mobile phone kit is issued to
MERCHANT or to a specific Scan to Pay Site, the MERCHANT may nominate a dedicated mobile
phone that can receive the transaction notifications and call the Merchant Hotline.

2.3 Promotional Merchandise

GXI shall issue promotional merchandise (such as, but not limited to, acrylic standee, flyers, and/or
“GCash Accepted Here” door sticker or hanger) which shall feature the GCash logo and the “GCash
Accepted Here” phrase, among others, in order to convey that the MERCHANT, at a particular
Scan to Pay Site, accepts GCash as a payment option.

GXI may vary the design and execution of the promotional materials from time to time. MERCHANT
may also request for or use customized promotional materials, subject to GXI’s approval.

2.4 Virtual GCash Wallet

GXI shall issue one Virtual GCash Wallet per Scan to Pay Site. Payments made to MERCHANT in
a particular Scan to Pay Site shall automatically be credited to the corresponding Virtual GCash
Wallet, which shall then be “auto-swept” on the next banking day according to the agreed
Settlement Procedure under section 3.4 of this Annex.

2.5 Transaction Notifications and Transaction Reports

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 MERCHANT shall receive two kinds of reports with regard to payments received via the Scan to
Pay Service: (a) transaction notifications in the form of SMS (text) messages or e-mail messages
(upon MERCHANT’s request), which are sent real time per transaction, per Scan to Pay Site, and
(b) Transaction Reports, which are spreadsheets prepared by GXI on a daily basis and transmitted
to MERCHANT on a daily, weekly, or monthly basis, depending on the MERCHANT’s preference
(by default, Transaction Reports are generated and sent to MERCHANT daily). The transaction
notifications and transaction reports shall be considered official and final as far as GXI is concerned,
and shall be used for accounts reconciliation under section 3.4 of this Annex.

2.6 One-time basic usage and troubleshooting training; Merchant Hotline

Frontline personnel (e.g., cashier, sales representative, supervisor) at each of MERCHANT’s Scan
to Pay Sites shall receive one-time training on the use of the GCash mobile app (particularly the
use of the ‘Scan QR Code’ feature) and on basic troubleshooting.

A Merchant Hotline (2882; toll-free for Globe) shall be made available to MERCHANT, subject to
operating hours (10:00AM to 8:00PM every day). MERCHANT may also course its concerns
through the GXI Account Manager assigned to it as indicated in the Agreement.

3. STANDARD COMMERCIAL TERMS

3.1 No fee for service. GXI shall provide the Scan to Pay Service, and issue, install, and/or deploy the
GCash Scan to Pay Tools free of charge. In exchange, no fee, cost, or expense shall be charged
to GXI for the space used or occupied by the GCash Scan to Pay Tools.

3.2 No fee for GCash payments. No fee shall be charged to customers for their use of GCash or of the
GCash Scan to Pay feature to pay for their purchases at the Scan to Pay Sites.

3.3 Merchant Discount Rate. The Merchant Discount Rate or MDR stated in ANNEX 3 shall be
reviewed by GXI and the MERCHANT at the end of each year of the Term, and any change in the
MDR shall be implemented at the start of the subsequent year of the Term.

3.4 Settlement Procedure. GCash Payments made to MERCHANT for each Scan to Pay Site shall be
settled according to the following procedure:

a. GXI shall create one Virtual GCash Wallet for each of the MERCHANT’s Scan to Pay Sites,
which will correspondingly be credited each time a GCash payment is successfully processed.
The agreed MDR due to GXI, if any, as well as the applicable withholding taxes (including
value-added tax), will be withheld upon transaction processing. The TOTAL TRANSACTION
AMOUNT for each successful payment shall be the basis for the MDR. GXI shall issue official
receipts covering the MDR it collected and shall issue a withholding tax certificate on a monthly
basis.

b. GXI shall conduct an “auto-sweep” of the MERCHANT’s Virtual GCash Wallets on a daily basis.
An auto-sweep is where funds in the MERCHANT’s virtual wallets are deposited in cash to the
MERCHANT’s nominated bank account/s on the following banking day (hence, “day+1”). Auto-
sweep for transactions made on weekends or holidays shall occur on the next banking day.
NET SETTLEMENT AMOUNT to be swept to the MERCHANT's bank account is Principal
Transaction Amount deducted by the Net MDR.

MERCHANT’s nominated bank account/s for purposes of the Settlement Procedure outlined
above is/are indicated in ANNEX 3.

c. GXI shall generate a “Daily Transaction Report” that would reflect: all GCash successful
transactions recorded under the MERCHANT’s Scan to Pay Sites within a day; the amounts

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 automatically credited to the MERCHANT’s Virtual GCash Wallets; the MDR collected; and the
amounts swept and deposited in the MERCHANT’s designated bank account/s, among others.

Upon MERCHANT’s request, GXI shall send consolidated Daily Transaction Reports to
MERCHANT depending on MERCHANT’s indicated frequency (e.g., weekly, biweekly, or
monthly). Such consolidated Daily Transaction Reports shall be sent via e-mail to the address
indicated in the Agreement.

d. MERCHANT shall reconcile the Transaction Reports with its own sales records and shall
immediately send a written notice to GXI of any discrepancy within FIVE business days from
receipt of each Transaction Report. Absent any such notice of discrepancy, the Transaction
Reports issued by GXI, as well as GXI’s implementation of the above-outlined procedure, shall
be considered correct and final.

In case of discrepancy between GXI’s Transaction Reports and the MERCHANT’s own sales
records, GXI and MERCHANT shall attempt to reconcile such discrepancy in good faith. If an
agreeable reconciliation of records cannot be reached, then GXI and MERCHANT shall
endeavor to arrive at an amicable remedy.

e. Other reporting mechanisms apart from the Daily Transaction Reports may be made available
to MERCHANT, such “on-demand” reports accessed by sending keycodes to a designated
number.

f. GXI shall notify the MERCHANT for customer concerns which requires collection or adjustment
from MERCHANT's wallet and reversal of the amount to the customer. Merchant shall
acknowledge and sends its confirmation on the adjustment to be made from its wallet. In case,
the Merchant's wallet is insufficient or has a zero balance, the Merchant can nominate other
applicable wallet. If the amount remains uncollected from the Merchant's wallet for more than
Five (5) days, GXI shall proceed to sending a Billing Statement in which the Merchant has the
option to pay in cash or check.

3.5 Official receipts/invoices. MERCHANT shall, as soon as the transaction is completed, issue the
appropriate sales invoices or official receipts to customers who pay for their purchases using the
Scan to Pay Service. MERCHANT’s sales invoices or official receipts should state the
MERCHANT’s policies on returns, credits, refunds, and/or cancellations.

3.6 Taxes and other fees. GXI and MERCHANT shall each be responsible for the administration and
settlement of the applicable taxes and fees on their respective accounts.

3.7 Other procedures. GXI and MERCHANT may discuss and implement any policy and settlement
procedure for order cancellations, erroneous payments, vendor credits, and similar scenarios.

4. USE OF THE SERVICE

4.1 Intended purposes. MERCHANT shall use the Scan to Pay Service and Scan to Pay Tools only for
the intended purposes. The Scan to Pay Service shall at all times be made available to the public.

4.2 Prominent display.

(a) MERCHANT shall always process and honor GCash payments at the Scan to Pay Sites.
MERCHANT shall, at all times, prominently display the Scan to Pay Keycards, Instructional
Materials, and the Promotional Merchandise at the Scan to Pay Sites in such a way that it is obvious
to guests or clients at the Scan to Pay Sites that GCash is an accepted payment method option at
such Scan to Pay Sites.

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 (b) At all times, and at a minimum, the Scan to Pay Keycards should be featured as prominently
and as distinctly as (not placed behind, away, askew, or apart) other keycards or promotional
merchandise issued by other payment option providers to MERCHANT.

(c) Upon GXI’s demand, MERCHANT shall pay GXI a penalty of Php1,000.00 per Scan to Pay Site
for every instance of any of the following:
a. Refusal or failure to honor or accept Scan to Pay payments;
b. Failure to display the Scan to Pay Keycards, Instructional Materials, and/or Promotional
Merchandise at the display areas assigned by GXI; or
c. Other similar failures or omissions;
without prejudice to GXI’s exercise of its right to terminate the Agreement in accordance with this
Annex or to resort to other remedies that may be available under the law and/or regulations.

4.3 Care for the Scan to Pay Tools.

(a) MERCHANT shall have full responsibility over the care and security of the Scan to Pay Tools.
MERCHANT shall provide the appropriate space within the Scan to Pay Sites for the installation of
the necessary Scan to Pay Tools, subject to the GCash design provided by GXI. Also, MERCHANT
shall, to the extent possible, keep the Scan to Pay Tools safe from theft, loss, destruction,
tampering, vandalism, or unauthorized use it all times. MERCHANT shall promptly notify GXI of
any defect, malfunction, error, or deterioration of/in the Scan to Pay Tools. In like manner,
MERCHANT shall report to GXI, within 24 hours from occurrence, the loss, destruction, theft,
tampering, vandalism, or unauthorized access of any Scan to Pay Tools.

(b) MERCHANT shall accept full responsibility in case it allows other persons (other than its staff
or authorized representatives) to use or operate any Scan to Pay Tools.

(c) Upon GXI’s demand, MERCHANT shall pay GXI a penalty of Php1,000.00 per Scan to Pay Site
for the re-issuance of any Scan to Pay Tool previously issued to the Scan to Pay Site, if the cause
for such re-issuance is not attributable to GXI.

(d) Only GXI or its authorized representatives may install the necessary Scan to Pay Tools or make
the necessary repairs, replacements, or modifications thereto. To this end, MERCHANT shall
provide GXI or its representatives sufficient and timely access to the premises, so long as any
equipment or hardware requires installation, repair, replacement, modification, or maintenance.

4.4 Frontline support and training.

(a) MERCHANT shall ensure that the frontline personnel (e.g., cashier, sales representative,
supervisor) at each of MERCHANT’s Scan to Pay Sites are amply trained on the use of the GCash
mobile app (particularly the use of the ‘Scan QR Code’ feature) and on basic troubleshooting.
MERCHANT shall also ensure that there are enough frontline personnel at any given time qualified
or trained to operate the Scan to Pay Tools. Any transfer of know-how between or among frontline
personnel is MERCHANT’s responsibility.

(b) To minimize the risk of customer-related fraud, MERCHANT shall ensure that the same frontline
personnel diligently observe payment processing procedures such as verifying the correctness or
success of GCash transactions prior to releasing the purchased products and/or official receipt/s
to the customer.

(c) Even with its frontline personnel giving customer-facing support, MERCHANT shall ensure that
any customer concern regarding use of the Scan to Pay Service or of GCash as a whole is
immediately raised to GXI. Secondary, technical support shall be provided by GXI.

(d) MERCHANT shall update GXI with any change in the details of its Contact Person/s named in
the Agreement.

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4.5 Seasonal promotions. If necessary, MERCHANT shall allow GXI (and/or its subsidiaries/affiliates
and/or related third parties) to affix or install additional or seasonal promotional merchandise at
strategic locations within or around the Scan to Pay Sites.

4.6 Regularity of business. To enjoy continued use of the Scan to Pay Service, MERCHANT shall
ensure that each Scan to Pay Site maintains updated legal and regulatory permits, approvals, or
licenses.

4.7 Compliance with laws. MERCHANT shall at all times adhere to laws and regulations applicable to
it and its industry. At the same time, MERCHANT shall observe or assist GXI in observing, laws
and regulations applicable to GXI, GCash, or the Scan to Pay Service (such as those enforced by
the Bangko Sentral ng Pilipinas and the Anti-Money Laundering Council, among others).

5. COMPLETION OF GCASH TRANSACTIONS; TRANSACTION REVERSALS

5.1 Completion of GCash Transactions. Each transaction successfully made using the Scan to Pay
Service shall be covered by a transaction receipt generated on the GCash mobile app and by the
SMS (text) messages (or e-mail messages, as the case may be) received by both the customer
and the MERCHANT. Independent of such transaction notifications, the MERCHANT shall release
the purchased goods and/or services and/or the corresponding official receipts to the customer
only after it is satisfied that:
a. the customer scanned the MERCHANT QR Code using the GCash mobile app;
b. the QR Code scanned is from the Scan to Pay Keycard displayed at the Scan to Pay Site;
c. the amount inputted by the customer in the GCash mobile app is correct; and
d. the transaction notifications are received by both the customer and the MERCHANT.
Unless a complaint or proper request for transaction reversal is made, GXI shall assume that all
transactions completed at the MERCHANT’s Scan to Pay Site were subjected to the performance
of all these steps, and that by its continued use of the Scan to Pay Service MERCHANT assumes
all risks that are associated with a confirmed sale obtained through a failed, erroneous, incomplete,
or fraudulent payment transaction.

5.2 Transaction Reversals. GXI shall rely on MERCHANT for the grounds and processes for handling
returns, credits, refunds, and/or purchase cancellations. Any resulting transaction reversal (i.e., re-
crediting of a user’s GCash Wallet) can only be performed by GXI if a request is made by the
concerned customer accompanied by an endorsement from the MERCHANT’s frontline personnel.
Requests for transaction reversal may be made by the concerned customer by calling the Customer
Hotline (2882) or through the MERCHANT’s frontline personnel by calling the Merchant Hotline
(2882). Detailed procedures in requesting for and effecting transaction reversals are stated in
ANNEX 4. GXI reserves the right to claim the full transaction amount from MERCHANT for
MERCHANT’s failure to provide adjustments, charges, or penalties as demanded by GXI or by
customer.

5.3 (a) As a payment option provider, GXI shall only be responsible for the Scan to Pay Service and,
to a certain extent, the GCash mobile app. Any liability arising purely from a customer’s use of the
Scan to Pay Service shall be dealt with under the GCash Terms of Service.

(b) GXI shall not be liable (and will not accept any liability) for the goods and/or services purchased
by a customer from the MERCHANT using the Scan to Pay Service. MERCHANT assumes full
responsibility for any goods and/or services purchased, returned, exchanged, or questioned by a
customer.

(c) Paragraph (b) above notwithstanding, GXI shall cooperate with MERCHANT in investigating,
reporting, and possibly prosecuting any fraudulent or deceptive scheme caused or perpetrated
using the Scan to Pay Service.

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5.4 (a) GXI shall compensate MERCHANT for fraudulent or erroneous transactions if it is proven, after
investigation, that the fraud or error is caused or assisted by GXI or any of its representatives;
provided, however, that GXI’s liability under this paragraph shall only be limited to the FULL
TRANSACTION PRICE of the transaction in question. In all other cases, GXI shall not be liable. In
any event, the provisions on Transaction Reversal under paragraph 5.2 above and in ANNEX 4
shall be applied.

(b) GXI reserves the right to refuse liability for fraudulent or erroneous transactions if it is proven,
after investigation, that the fraud or error is perpetrated by or aided by MERCHANT or its personnel
or representatives. MERCHANT shall be responsible for the actions of its
employees/representatives such that MERCHANT shall be directly liable for the FULL
TRANSACTION PRICE for any fraudulent transaction done in connivance with the employee
/representative of MERCHANT, without prejudice to any other remedy that GXI may take against
MERCHANT and/or its personnel or representatives, and/or the customer concerned.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Intellectual Property Rights

There shall be no transfer of Intellectual Property Rights between the parties under the Agreement.
GXI shall exclusively maintain and manage the Scan to Pay Service and shall be solely responsible
for its design, features, functionalities, and execution. The Scan to Pay Service (including related
features such as the user portal) shall only carry branding, logos, marks, images, content, and other
such information (including the “GCash” name, mark, and branding, where applicable) owned by,
or registered or copyrighted to, GXI and/or its subsidiaries/affiliates.

Any content displayed or shown in the Scan to Pay Service that is registered in the name of or
licensed to MERCHANT (as in the case of portal co-branding) shall remain the property and
responsibility of MERCHANT, but for purposes of the Agreement shall be licensed (or sub-licensed)
to GXI and/or its subsidiaries/affiliates without any royalty, fee, or charge.

Parties agree that license on use, display, and/or distribution of each other’s Intellectual Property
Rights are royalty-free. Parties also agree that they will use each other’s Intellectual Property
according to specified use policies.

All rights relating to the Scan to Pay Service (including related features) which are not expressly
granted in the Agreement are reserved to or by GXI and/or its subsidiaries/affiliates.

7. USER AND DATA PRIVACY

7.1 Information of or relating to users gathered through or on the Scan to Pay Service (including,
without limitation, any information considered “personal information” or “sensitive personal
information” under the Data Privacy Act of 2012) shall be the exclusive property of GXI and will be
dealt with in accordance with GXI’s privacy and security policies, as well as the relevant law and
regulations. For the avoidance of doubt, information of individuals gathered for purposes of opening
and/or maintaining GCash accounts will remain the property of GXI, and subscriber information
relating to mobile accounts tied to GCash accounts remain the responsibility of GXI. Such
information will be dealt with in accordance with regulations issued by the BSP and the National
Privacy Commission (NPC) and/or the Department of Information and Communications
Technology (DICT).

7.2 Under no circumstance shall GXI volunteer, disclose, or share to MERCHANT any personal
information or sensitive personal information pertaining to GCash users, and in no event shall GXI
process such personal information or sensitive personal information on behalf of MERCHANT.
MERCHANT shall exert its own efforts in obtaining any necessary personal information or sensitive
personal information from customers who are GCash users. The sharing or disclosure of

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 customer’s personal information between GXI and MERCHANT in the course of investigations for
fraud, error, or transaction reversals, shall be purely incidental to the underlying investigation and
shall not be considered a breach of GXI’s or MERCHANT’s responsibilities under this Annex.

7.3 Above paragraphs notwithstanding, upon MERCHANT’s request and GXI’s consent, GXI may
share usage data from the Scan to Pay Service that is aggregated and/or anonymized in such a
way that individual users cannot be identified or ascertained, such as: (a) total number of customers
who use GCash Scan to Pay, (b) average amount of e-money used for payments, and (c) average
volume of GCash payments per month.

8. CONFIDENTIALITY

8.1 Each party (the “Receiving Party”) agrees not to use or reveal any Confidential Information
disclosed to it by the other party (the “Disclosing party”), and not to make any public announcement
regarding the Agreement or its subject matter, for any purpose, except with the prior written
consent. The Receiving Party agrees that it will take all reasonable measures to protect the secrecy
of and avoid disclosure or use of any Confidential Information in order to prevent it from falling into
the public domain or possession of unauthorized persons, which measures shall include at least a
reasonable degree of care.

8.2 “Confidential Information” means either party’s non-public proprietary information which includes,
but is not limited to, proposals, negotiation discussions, concessions or ‘ex-deals’, technical data
or know-how, research, plans, products, services, customers, markets, software, developments,
inventions, processes, designs, drawings, engineering, hardware configuration information,
marketing or finances, third party vendors, or other business or technical information which is
treated by either party as confidential or is by nature sensitive information intended to be kept
strictly between the parties; BUT does not include information that: (a) is in the possession of the
Receiving Party at the time of the disclosure; (b) becomes part of the public knowledge or literature
but not as a result of any breach hereof or inaction by the Receiving Party; (c) is approved by the
Disclosing Party, in writing, for release to a third party or to the public; (d) becomes available to the
Receiving Party from a third source not bound by any obligation of confidentiality with respect to
such information; or (e) was independently developed or prepared by the Receiving Party.

8.3 No party shall be in breach of its confidentiality obligations if Confidential Information is disclosed
pursuant to a judicial or governmental order or requirement; provided that the Receiving Party only
makes such disclosure to the extent required and, prior to making such disclosure, takes all
reasonable steps to provide prompt and sufficient notice to the Disclosing Party so that the
Disclosing Party may contest and/or limit such disclosure.

9. LIABILITIES AND INDEMNIFICATION

9.1 Each party shall indemnify and hold harmless the other party (the “Indemnified Party”) for any loss
or damage (including any damage to or loss of the Scan to Pay Tools and/or Scan to Pay Service)
arising from or caused by a party’s (the “Indemnifying Party”) fraud, gross negligence, acts or
omissions, willful misconduct, bad faith, or breach of contract in performing (or failing to perform)
its obligations under the Agreement, or for any loss or damage arising from the infringement of a
third party’s intellectual property rights, or for death of or any personal injury suffered by the
Indemnified Party’s representative in the course of fulfilling his/her principal’s responsibilities under
the Agreement.

9.2 The Indemnifying Party shall fully compensate the Indemnified Party for actual costs incurred by
the Indemnified Party in rectifying the damage or loss which it has suffered, and/or in defending
itself from any third party relating to such damage, loss, or injury. Apart from such actual costs,
neither party shall be liable to the other for any special, incidental, indirect, exemplary, liquidated,
moral, nominal, temperate, or consequential damages for whatever cause, including loss of profits
or revenues or loss of prospective business advantage, regardless of whether the party had been

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 advised of such damages or whether that liability arises in contract, tort, strict liability, breach of
warranty, or otherwise.

9.3 Without prejudice to Section 5.3 above, GXI shall not be liable (and will not accept any liability) to
the MERCHANT or any of MERCHANT’s Scan to Pay Sites or to any third party for any claim, suit,
complaint, demand, or other similar situation arising from or occasioned by a customer’s abusive,
fraudulent, negligent, or improper use of the GCash mobile app, GCash Wallet, or any Scan to Pay
Tools (including any GXI-issued QR code), or of any GCash product.

The above paragraph notwithstanding, GXI shall cooperate with MERCHANT in investigating,
reporting, and possibly prosecuting any fraudulent or deceptive scheme caused or perpetrated
using the Scan to Pay Service.

10. FORCE MAJEURE

10.1 Both GXI and MERCHANT acknowledge that the Scan to Pay Service and/or Scan to Pay Tools
may not be operational 100% of the time and may be interrupted due to various causes, including
but not limited to Force Majeure, power and equipment failure, acts or omissions on the part of a
third party, or from usage of the Scan to Pay Service beyond its known functionalities, limitations,
and capabilities.

10.2 “Force Majeure” means any event which: (a) could not have been foreseen or which were inevitable
and beyond the control of the party invoking it, without any accompanying fault or negligence on
the part of such party; (b) prevents or materially affects the ability of the invoking party to comply
with any of its obligations under this Agreement; and (c) includes, but is not limited to, acts of God,
laws, regulations or orders of any government or governmental entity, judgments or orders of any
court of competent jurisdiction, acts of war or conditions arising out of or attributable to war (whether
declared or undeclared), riots, acts of terrorism, insurrection or rebellion, fire, explosions,
earthquake, super typhoon, massive flooding, volcanic eruption, global or local disruption of access
to the Internet, widespread or massive power outages, criminal activity, telecommunications service
interruptions, unauthorized access to or by theft, alteration, loss or destruction of MERCHANT’s
applications, data, programs, information, network or systems through accident, fraudulent means
or any other method by Merchant’s users and third parties, or any other analogous event.

10.3 A party may not claim the benefit of Force Majeure if the event claimed as Force Majeure occurs
as a direct result of the affected party’s own action(s) or inaction, or the action(s) or inaction of its
affiliates, sub-contractors, or other persons under its control.

11. TERM AND TERMINATION

11.1 Term. The Agreement shall be binding between GXI and MERCHANT for the Term stated in Clause
E of the Agreement, unless otherwise terminated by either party by sending to the other party
written notice of termination at least 45 days prior to the intended effective date. Any renewal,
modification, or extension of the Term shall be in writing and upon mutual decision of the parties.

11.2 Termination. The Agreement may be terminated by either party for whatever reason by sending to
the other party written notice of termination at least 45 days prior to the intended effective date.
Partial termination may also be agreed upon, where the Agreement will be terminated only with
respect to certain Scan to Pay Sites (in which case ANNEX 2 should be updated and re-confirmed
by both parties).

11.3 Effects of Termination

In case the Agreement is terminated:

(a) GXI shall have the right to pull out the Scan to Pay Tools and/or to disable, block, or
suspend the Scan to Pay Service and/or other related services (if any);

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 (b) Both parties shall cease to use the branding, logos, marks, advertisements, images,
content, or other information that are owned by or copyrighted or trademarked to the other
party;
(c) Both parties shall return to the other or destroy (or certify to the destruction of) any
Confidential Information that they have exchanged, transmitted, gathered, or retained
throughout the duration of the Agreement;
(d) Neither party shall make any negative or adverse public announcements, statements, or
admissions with regard to the other party or to the Scan to Pay Services; and
(e) MERCHANT shall be responsible for the safekeeping of the Scan to Pay Tools from the
effective date of the termination until such time that GXI actually collects the Scan to Pay
Tools (For purposes of the uninstallation, MERCHANT shall provide GXI or its
representatives access to the premises in the same manner as provided in the section on
Installation and Repairs above).

12. RELATIONSHIP BETWEEN THE PARTIES

The Agreement acknowledges the relationship between GXI and MERCHANT as being that of
independent contractors to one another. Nothing in the Agreement shall be construed as creating
a contract of joint venture, association, partnership, co-ownership, or agency between them. As
such, neither party is granted any right or authority to bind, represent, or commit the other with
regard to third parties. The Agreement also shall not give rise to any employer-employee
relationship between the parties, or between or among their respective employees, agents, or
representatives.

13. ASSIGNMENT

Any assignment, transfer, or other disposition of any right or interest under the Agreement
(including this and all Annexes) to or in favor of any third party shall be allowed, so long as prior
written notice is provided to the other party; and any purported assignment, transfer, or disposition
without such prior written notice shall be voidable at the instance of the injured party.

14. APPLICABLE LAW AND DISPUTE RESOLUTION

14.1 The Agreement (including this and all Annexes) shall be governed by and construed in accordance
with the laws of the Philippines.

14.2 The parties shall first attempt to resolve any dispute or issue amicably before resorting to legal
action. In the event of any dispute, controversy, or claim arising out of or relating to the Agreement,
such dispute, controversy, or claim shall be settled by arbitration in accordance with the Philippine
Dispute Resolution Center, Inc. (PDRCI) Arbitration Rules in force at the time of the
commencement of the arbitration. There shall be one arbitrator, and the proceedings shall be
conducted in English.

14.3 Any other cause of action the exclusive jurisdiction over which is conferred upon the regular courts
shall be filed, prosecuted, or enforced exclusively with/through the appropriate court in Pasay City.

[End of Annex 1]

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 ANNEX 2
SCAN TO PAY SITES

The GCash Scan to Pay Service shall be accepted at the following branches / stores owned or operated
by MERCHANT, without prejudice to any future addition or removal:

Branch / Store Address

Updated as of _____________________

[End of Annex 2]

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 ANNEX 3
APPLICABLE MDR and SETTLEMENT FACILITIES

A. Applicable Merchant Discount Rate

Period Applicable Merchant Discount Rate

Original Term 2% for GCash and Alipay of the Total Transaction Amount
Succeeding Term beyond the 2% for Gcash and Alipay transaction and subject to review
Original Term on the ninth month of each Term beyond the Original Term

B. Settlement Facilities (to be filled up prior to signing)

Payment transactions made to MERCHANT shall be auto-swept to the MERCHANT’s bank accounts below:

Virtual GCash Wallet

Number
Settlement Bank / Branch

Deposit Account Name

Deposit Account Number

Virtual GCash Wallet

Number
Settlement Bank / Branch

Deposit Account Name

Deposit Account Number

Virtual GCash Wallet

Number
Settlement Bank / Branch

Deposit Account Name

Deposit Account Number

Updated as of _____________________

[End of Annex 3]

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 ANNEX 4
REVERSALS AND REFUNDS

In the unlikely event that a reversal or a refund becomes necessary, the following protocols shall be applied.

1. Reversal due to input error. Should a customer make a mistake in inputting the amount due to
the merchant, the FULL AMOUNT shall be credited back to the customer. No partial refunds will
be processed at any time for any reason. Customers will be advised to re-transact upon reversal
of the transaction.
a. The reversal should be requested by the merchant while the customer is on-site so as to
provide verification by both the customer and the merchant.
b. In the event that the reversal is requested by either the merchant or the customer while the
customer is off-site, GXI will be contact both parties via email and voice call to ensure that
both parties agree to the refund.
c. At least the transaction ID found in the SMS notification, merchant mobile number or virtual
wallet, customer mobile number, and amount shall be needed to process a reversal.
d. In the event that one party disagrees with the reversal, i.e. customer does not agree or
merchant does not agree, GXI will inform both of the same and recommend that the two
parties communicate directly. GXI will not mediate the agreement between the customer
and the merchant.
i. Should an appropriate government agency require the return of funds to the
customer, GXI will comply with all legal requirements. Merchant agrees to hold GXI
blameless and free from liability should this situation occur.
2. Reversal due to technical error. Should a transaction fail due to technical reasons, i.e. network
disconnection, device malfunction, et cetera, GXI will process the reversal of the FULL AMOUNT
back to the customer. Customers will be advised to re-transact upon reversal of the transaction.
3. Verification of identity. The merchant agrees that only specific mobile numbers and/or persons
are authorized to request and/or approve reversal and refund requests. These mobile numbers and
persons will be submitted to GXI for whitelisting. Should the merchant require modification of these
persons, they will notify GXI in writing or electronic correspondence, in a timely manner.
4. GXI will adhere when possible to the merchant’s refund policies. For example, if there are
exceptions to the refund policy, such as for intimate apparel, consumable items, deadlines for
refunds, and the like, GXI will honor the merchant’s policy.
a. The above notwithstanding, the conversation regarding what is an acceptable refund will
be between the merchant and the customer. GXI will not serve as a mediator between the
merchant and customer.
5. Due to the time-sensitive nature of these transactions and reversals, the merchant agrees that
electronic channels (SMS, email, chat applications, pictures of hard copy) are acceptable forms of
acceptance and agreement in the event of a reversal or refund request. Hardcopy is also
acceptable.
6. Service Level Agreement. GXI commits to process reversals and refunds within forty-eight (48)
banking hours of approval by both customer and merchant.

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 ANNEX 5
ALIPAY ACCEPTANCE

Merchant Acceptance. Alipay retains the full discretion to decline access to, suspend or terminate the
provision of Alipay Services to any Merchant or prospective Merchants at any time and without incurring
any liability to Company, whether or not Company has already started permitting the Merchant to use or
access Alipay Services. If Alipay decides to exercise its rights under this Clause, Alipay will provide
Company a notice of its disapproval (a “Disapproval Notice”). Upon receiving the Disapproval Notice,
Company will immediately cease to provide or permit Alipay Services be provided to or accessed by any
such Merchant or prospective Merchant.

Schedule A
ALIPAY SERVICES, SERVICE FEES AND SETTLEMENT

1. Rules for Unauthorized Payment

1.1 Company agrees that, and shall procure that each Merchant agrees that, if Alipay determines in its
sole discretion that certain features of the Alipay Services (including but not limited to the
Transaction Funding Channels) may be subject to high risk of Unauthorized Payment or fraudulent
Transaction, Alipay may, from time to time, suspend or terminate, with reasonable notice, the
provision of such part of the Alipay Services, including but not limited to adjusting the types, issuing
banks and payment limit (whether per Transaction or per day) of the payment method that Alipay
Users will be able to use to complete the Payment from time to time.

1.2 In any single calendar month, if the accumulative amount of Unauthorized Payments submitted by
a Merchant exceeds (i) RMB 5,000 and (ii) 1/100,000 of the total Transaction Value of Transactions
submitted by a Merchant, Company will, upon Alipay’s request, cooperate with Alipay and procure
that the relevant Merchant cooperates with Alipay to mitigate the risks of the relevant Transactions.

1.3 In the event that Company or a Merchant fails to adopt any precautionary measure requested by
Alipay within 5 Working Days of receipt of Alipay’s notice, Alipay may exercise its right of
termination or suspension under Clause 1.4d below.

1.4 In the event that

a) Alipay reasonably suspects that Company or its Merchant has breached or defaulted under
any material term of this Agreement;
b) any of the events described in Clauses 1.2 and 1.3 above occurs in relation to the same
Merchant for each of three (3) consecutive months;
c) the accumulated amount of Unauthorized Payments submitted by a Merchant exceeds (i) RMB
50,000 and (ii) 1/10,000 of the total Transaction Value of Transactions submitted by such
Merchant in each of two (2) consecutive months; or
d) Alipay reasonably suspects that the Company or a Merchant has suffered a Data Compromise
and Alipay determines that such event may pose significant risks to Alipay’s systems,

Alipay may immediately terminate or suspend by written notice (including by email) to Company
any Alipay Services provided to Company in respect of such Merchant.

1.5 Fraud and Risk

If an Alipay User claims that an Unauthorized Payment or an otherwise fraudulent Transaction has
been submitted by Company or its Merchants and made via Alipay’s Platform, Company will comply
with the following rules:

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 a) Transaction Evidence. Company will procure that the relevant Merchant provides the
Transaction Evidence within 5 Working Days upon Alipay’s request.
b) Reimbursement. If Alipay does not receive the Transaction Evidence or the Unauthorized
Payment is a result of Company’s or Merchant’s willful default or negligence, then Company
will immediately pay to Alipay an amount equal to the sum that Alipay settled to Company's
designated bank account regarding the Transaction in question.
c) Reimbursement Obligation. Provided Transaction Evidence has been requested, Alipay may,
having made due enquiry of the Alipay User, determine to reimburse an Alipay User in the
event of any Unauthorized Payment. Company agrees to indemnify and hold Alipay harmless
for the amount to be agreed between the Company and Alipay (each acting reasonably)
reimbursed to the Alipay User. For the avoidance of doubt, Alipay will not be entitled to set off,
withhold settlement of or deduct such sums against any monies and liabilities of Alipay

The Company agrees that, if Alipay reasonably believes that a number of Transactions are
Prohibited Transactions, Unauthorized Payments or otherwise fraudulent Transactions, it will on
reasonable prior written notice from Alipay, provide access to Alipay to the Company's premises
during normal business hours for the purpose of Alipay conducting onsite reviews of the Company’s
risk management capabilities and the effectiveness of the Company or Merchant (as applicable) in
rejecting Prohibited Transactions, Unauthorized Payments or otherwise fraudulent Transactions.

2. Alipay Payment Policies

2.1 Responsibilities for Service Fee and Settlement Fee. Company will pay any Service Fee for using
the Alipay Services and will not, directly or indirectly, transfer any such Service Fee to its Alipay
Users in addition to what Company would normally charge Alipay Users for its Products in the
normal course of business.

2.2 Alipay Wallet as Payment Method. Company will not and will procure its Merchants will not restrict
its customers in any way from using Alipay Wallet as a Payment method at checkout at any sales
channel, including but not limited to requiring a minimum or maximum purchase amount from
customers using Alipay Wallet to make Payments.

2.3 Prohibited Products. Company fully acknowledges that Alipay must not provide Alipay Services
with respect to any Transaction which is prohibited by this Agreement (including Payments in
relation to Prohibited Products), Applicable Law or violates Alipay’s internal policies (as notified to
the Company from time to time). Company will provide Alipay information about its Merchant's
Products as reasonably requested by Alipay from time to time. Company will procure that
Merchants do not sell Products through Alipay’s Platform where such Products contain articles
prohibited from being sold to Alipay Users under any Applicable Law, including without limitation
the products listed in Appendix I to the extent applicable, which may be updated by Alipay and
notified to Company from time to time (together, “Prohibited Products”). Company will ensure that
no Transaction being submitted for Alipay’s processing involves or relates to any Prohibited
Products (“Prohibited Transaction”). Alipay will have the right to refuse to provide any Alipay
Services with respect to any Prohibited Transaction and Company will indemnify and hold Alipay
harmless for any damages, losses and liabilities that Alipay may suffer arising from or in connection
with such Prohibited Transactions.

2.4 Products. Company shall ensure that each Merchant will use Alipay Services only for the Products
in connection with Merchant’s principal business as notified by Company to Alipay in accordance
with this Agreement.

2.5 Storage of Transaction Information. Company will maintain and will procure that its Merchants
maintain the records for each Transaction for the period of five years after the completion of the
Transaction and Alipay shall be entitled to review or otherwise access such records. Subject to any
legal restrictions under Applicable Law, Company will procure that Alipay, the relevant service
providers of Alipay and/or regulatory or governmental authorities having jurisdiction over Alipay be

Memorandum of Agreement for GCash Services – Annex 4

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 provided with or granted access to, the relevant Transaction information including but not limited to
information on each Merchant, Products, and the amount, currency, time and counterparties to
each Transaction, within three (3) Working Days of Alipay’s request. Subject to any restriction under
Applicable Law, Alipay will advise Company of the names of such service providers or
regulatory/governmental authorities and the subject matter to which such requests relate.

Schedule B
ALIPAY SERVICE TERMS AND CONDITIONS

1. Compliance with Law

1.1 General. Each of the Parties will comply with any Applicable Law in connection with the operation
of its business and performance of its obligations under this Agreement. Company will at its own
cost, keep such records and do such things as are reasonably necessary to ensure that Alipay
complies with any Applicable Law; provided always that Company shall not be required to do
anything which is inconsistent with or in breach of any applicable laws.

1.2 Information Verification. In order for Alipay to satisfy its obligations and to comply with the
relevant requirements under Applicable Law, upon reasonable request by Alipay, Company will
share records and information (including Transaction information and records) with Alipay from time
to time and Alipay is authorized by Company to provide the relevant records and information to
governmental agencies, regulatory authorities and third party service providers for examination and
verification as necessary.

1.3 AML Requirements. Company shall comply with all Applicable Law on anti-money laundering,
counter-terrorism financing and sanctions (together “AML”). Company shall fully cooperate with
Alipay’s reasonable due diligence (on site or in writing) of Company’s AML policies and procedures,
including but not limited to merchant management, sanctions and political exposed people review,
suspicious transactions monitoring and reporting.

2. Intellectual Property

2.1 Alipay License to Company. Alipay owns or has been granted the appropriate licenses by the
relevant owner to use, all right, title and interest in and to the Alipay Services and the Alipay
branding and logo, including the rights to all related Intellectual Property. Subject to the terms of
this Agreement and, as the case may be, any agreement between Alipay and the owner of the
relevant Intellectual Property, Alipay hereby grants Company during the term of this Agreement, a
license to use the relevant Intellectual Property in the Alipay Services, the Alipay Platform and the
Alipay branding and logo (it owns or is entitled to use) solely for the purpose of using the Alipay
Services in accordance with this Agreement. Such license to use the relevant Intellectual Property
granted in favor of Company is non-exclusive, non-sublicensable (other than to Merchants as
permitted by and in accordance with Clause 2 of Schedule C) and non-transferrable, and may be
modified or revoked by Alipay in writing at any time during the term of this Agreement. The
Company shall be permitted to use Alipay's branding and logo solely as required for the purpose
of using the Alipay Services and strictly in accordance with the provisions of Clause 2 of Schedule
C. Company agrees that the licenses granted under this Clause and the Company's use of such
Intellectual Property under this Agreement will not confer any proprietary right, and Company
agrees to take reasonable care to protect all such Intellectual Property from infringement or damage
and cease all use of such Intellectual Property immediately upon termination of this Agreement.

2.2 Company License to Alipay. During the term of this Agreement for the limited purposes of
performing the obligations set forth in this Agreement and subject to the terms of this Agreement,
Company grants to Alipay a non-exclusive, non-transferable, royalty-free license to use, reproduce,
publish, distribute and transmit any of Company’s marketing materials, proprietary indicia or other
similar items containing the Intellectual Property of Company ("Company IP") necessary for Alipay

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 to perform its obligations contemplated by this Agreement and to refer to the name of Company in
the public announcement as one of the partners using the Alipay Services. Company represents
and warrants to Alipay that it has obtained all necessary authorities, permissions, approvals and
licenses to license the Company IP to Alipay and that the Company IP does not infringe the
Intellectual Property of any third party.

2.3 Data privacy. Company and Alipay shall be responsible, where applicable, for obtaining any
necessary consent for the collection, use, disclosure and transfer of Personal Information. Each
Party will take all commercially reasonable endeavours to ensure that the Personal Information is
protected against misuse and loss, or unauthorized access, modification or disclosure and will
promptly notify the other Party of any loss of, or any unauthorized disclosure of or access to, the
Personal Information. Each Party may retain records of Payments for complying with Applicable
Law and internal compliance requirements. “Personal Information” means personal information
or data, whether true or not, and whether recorded in a material form or not, about an individual
whose identity is apparent, or can reasonably be ascertained, from the information or data,
processed by either Party in connection with this Agreement. Alipay may transfer Transaction data,
including Personal Information, to any of its Affiliates that have been delegated any of its obligations
under this Agreement.

2.4 Confidential Information. Each Party acknowledges that the Confidential Information of the other is
valuable to it and agrees to treat as confidential all Confidential Information received from the other
Party in connection this Agreement. Neither Party will disclose such Confidential Information to any
third party except to perform its obligations under this Agreement or as required by Applicable Law
or government authorities, and in each case, the disclosing Party will, to the extent permitted under
Applicable Law, give the other Party prior notice of such disclosure. Upon termination of this
Agreement or at the written request of the other Party, each Party will promptly return or destroy all
material embodying Confidential Information of the other. Notwithstanding the foregoing, each
Party may retain reasonable copies of the other Party's Confidential Information to comply with
Applicable Laws or in order to exercise its rights under this Agreement, provided that such retained
Confidential Information will not be disclosed or used for any other purposes. “Confidential
Information” means all non-public, proprietary or other confidential information, whether in oral,
written or other form, including but not limited to: the content and performance of this Agreement,
business plans, capitalization tables, budgets, financial statements; costs, prices, and marketing
plans, contracts and licenses, employee, customer, supplier, shareholder, partner or investor lists,
technology, know-how, business processes, trade secrets and business models, notes, sketches,
flow charts, formulas, blueprints, and elements thereof, and source code, object code, graphical
design, user interfaces and other Intellectual Property, including that of any customer, supplier or
other third party (including, in the case of Alipay, the interface technologies, security protocol and
certificate to any other website or enterprise provided by Alipay).

2.5 Publicity. Neither Party will issue any press release or make any public announcement pertaining
to this Agreement without the prior written consent of the other Party unless required by Applicable
Law binding the Party. However, the preceding limitation will not be interpreted to prevent Alipay
from making general statements about Alipay’s business or about services similar to the Alipay
Services in or outside of the jurisdiction where the Company is located.

Memorandum of Agreement for GCash Services – Annex 4

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 Schedule C
TERMS OF USE

These Terms of Use contain an explanation of the Alipay Services and set forth the roles and responsibilities
of the Parties.

1. Responsibilities of Company

1.1 Information Accuracy & Changes. Company is responsible for ensuring that all of the information
disclosed to Alipay in connection with this Agreement, whether relating to Company itself or the
Merchants, is materially true, accurate and complete. Company will promptly inform Alipay of any
action or event of which it becomes aware that has the effect of making materially inaccurate, any
of the Company’s representations or warranties.

1.2 Company’s Own Use/Fraud Prevention

a) Company will only use the Alipay Services for its own business operations and in such manner
as stated in this Agreement. Company will ensure that the Alipay Services are not used for
any purpose of account top-up, account transfer or any other purpose that is solely related to
funds transfer without an underlying Transaction.
b) Company shall exert commercially reasonable efforts to ensure Merchants only use the Alipay
Services for their own account, for their own business purpose and will not make use of the
payment interface provided by Alipay in connection with this Agreement for performing any
commercial or non-commercial services for any other third parties.

2. Alipay Presentation Guidelines

Company shall exert commercially reasonable efforts to display, and shall procure that each
Merchant displays, the brand or logo of Alipay in parity with all other forms of payment method
accepted by Merchant, such as next to the point of sale at physical retail stores or on applications
or promotional materials of Company or Merchant (as applicable), in each case where payment
options are featured for the purchase of Products.

Alipay’s logo and content must be used only for the purpose of indicating acceptance of Alipay by
the Company or Merchant as a form of payment, unless otherwise authorized by Alipay. Company
will, and will procure that its Merchants, present a, accurate description of the Alipay Services in
accordance with Alipay’s guidance as issued from time to time.

3. Cooperation

3.1 Launch. Alipay and Company will use commercially reasonable efforts to launch the Alipay Services
in an efficient and cost effective manner, which will include the implementation of the Alipay
Services on the Company's Platform, the development of APIs, technical integrations, and data
exchanges as necessary.

3.2 Joint Marketing. In Alipay’s discretion, Alipay and Company will discuss in good faith joint
marketing programs to promote the Alipay Services. Any formal marketing programs may be
implemented as the Parties may agree, but in any event no sooner than one month after the
Company’s Platform has been successfully configured to accept the Alipay Services as a means of
payment by its Merchants.

3.3 Media Announcement. As requested by Alipay in its discretion, Company will consult with Alipay in
good faith to find the most appropriate way to announce the business cooperation between the
Parties in the media and Company will share relevant Company-approved data to demonstrate
success of the business relationship after six months of using the Alipay Services.

Memorandum of Agreement for GCash Services – Annex 4

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Memorandum of Agreement for GCash Services – Annex 4
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