MEMORANDUM OF AGREEMENT

(Merchant – Online Collections – Waived Setup Fee)

KNOW ALL MEN BY THESE PRESENTS:

This DRAGONPAY MEMORANDUM OF AGREEMENT made and entered into by and between:

DRAGONPAY CORPORATION, a corporation duly organized and existing under and

by virtue of the laws of the Philippines, with principal place of business and office at
Suite B, 5/f Builder’s Center Building, 170 Salcedo Street, Legaspi Village, Makati City,
Philippines, and represented by MR. ROBERTSON S. CHIANG, CEO/Founder, duly
authorized for this purpose, hereinafter referred to as DRAGONPAY;

-and-

, a domestic corporation duly organized and

existing under and by virtue of the laws of with principal
place of business and office address at ,
represented in this act by , acting as , duly
authorized for this purpose, hereinafter referred to as MERCHANT;

● WITNESSETH: That

WHEREAS, DRAGONPAY has represented that it has a system to allow MERCHANT’s

clients to pay for subscriptions and purchases using a facility called DRAGONPAY as
hereinafter defined;

WHEREAS, MERCHANT is desirous of availing of the said system for itself;

NOW, THEREFORE, in consideration of the foregoing premises and the terms and conditions
hereinafter set forth, DRAGONPAY and MERCHANT hereby mutually agree as follows:

1. DEFINITION OF TERMS:

1.1. CLIENT – MERCHANT’s customer/end-user who transacts through the

MERCHANT’S website or over the channels accepted by DRAGONPAY.

1.2. DRAGONPAY SERVICE – the facility offered by DRAGONPAY that allows the
CLIENT of any MERCHANT to pay for subscriptions and purchases through any
payment channel jointly supported by MERCHANT and DRAGONPAY. This system
directly debits the CLIENT’s fund source then credits MERCHANT’s account with
DRAGONPAY.

2. GENERAL POLICIES

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 2.1. DRAGONPAY and MERCHANT shall ensure the security and confidentiality of
all information captured from all parties involved.

2.1.1. Definition of Confidential Information . For purposes of this

Agreement, "Confidential Information" shall include all information or material, whether
tangible/written or intangible/oral or electronic, not generally known to the public, that
has or could have value or other utility imparted by the Disclosing Party to the Receiving
Party in the course of their business. Provided that for tangible information, the
Disclosing Party shall label the words with the word “Confidential”. Provided further,
for intangible/oral information, the Disclosing Party shall promptly provide a written
memorandum indicating such oral communication received on the date and place
indicated in the memorandum, constitutes Confidential Information. In case of doubt as
to whether an information is confidential, the same shall be treated as confidential.

2.1.2. Exclusions from Confidential Information. The

Receiving Party’s obligations under this Agreement do not extend to
information that is:

2.1.2.1. Publicly known at the time of the disclosure or subsequently

becomes publicly known through no fault of the Receiving Party;

2.1.2.2. Discovered or created by the Receiving Party before

disclosure by the Disclosing Party;

2.1.2.3. Learned by the Receiving Party through legitimate means and

sources other than the Disclosing Party;

2.1.2.4. Necessary to be alleged or to be disclosed in a judicial or

administrative proceeding, or otherwise requested or required to be
disclosed by law or regulation, provided that the Receiving Party shall timely notify
the Disclosing Party of the required disclosure;

2.1.2.5. Written material not specifically described as “Confidential”; and

2.1.2.6. Oral communication with no written memorandum referring to

then say the information as “Confidential”.

2.1.3. Obligations of the Receiving Party. The Receiving Party

shall hold and maintain the Confidential Information acquired in the
strictest confidence and shall be shared only with staff of the receiving
party who are required to be aware of the confidential information in the
effective performance of their duties. The Receiving Party shall ensure that
the persons accessing the
Confidential Information is properly notified of the nature of the same and shall, at its
option, require the person/s concerned to execute nondisclosure agreements.

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 2.1.3.1. The Receiving Party shall use the Confidential Information solely in
connection with the current or contemplated business relation between the parties as
provided in the Memorandum of Agreement unless such other use is authorized in
writing by the Disclosing Party.

2.1.4. Compelled Disclosure of Confidential Information. In the event that

the Receiving Party is required by law or any regulatory authority to disclose any
Confidential Information or receives a subpoena or other validly issued administrative or
judicial process requesting Confidential Information, the Receiving Party shall thereafter
be entitled to comply with such subpoena or other process to the extent required by law.
However, the Receiving Party shall immediately notify the Disclosing Party of such
receipt to allow the Disclosing Party an opportunity to prevent disclosure of the
Confidential Information at the Disclosing Party’s own expense.

2.1.5. No Grant of Rights. All Confidential Information disclosed under this

Agreement shall be and remain the property of the Disclosing Party and nothing
contained in this Agreement shall be construed as granting or conferring any rights to
such Confidential Information on the other Party. Photocopying or digital recording of
confidential information by the receiving party is strictly prohibited. The Receiving
Party shall promptly honor any request from the Disclosing Party to return all copies of
Confidential Information disclosed under this Agreement and all notes related to such
confidential Information.

2.1.6. Equitable Relief. The Parties agree that the Disclosing Party will suffer
irreparable injury if its Confidential Information is made public, released to a third party,
or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be
entitled to obtain injunctive relief against a threatened breach or continuation of any such
breach and, in the event of such breach, an award of actual and exemplary damages from
any court of competent jurisdiction.

2.1.7. Duration. This Agreement shall become effective as of the date the parties
have caused the execution of this Mutual Non-Disclosure Agreement. The foregoing
Agreement shall terminate from the dte the information is no longer Confidential
Information as previously described herein.

Notwithstanding the termination of the Memorandum of Agreement, the Receiving

Party shall have the obligation to hold in confidence the Confidential Information that
was disclosed by the Disclosing Party for a period of five (5) years from the date of the
termination of the Memorandum of Agreement.

Furthermore, the Receiving Party shall have the duty to promptly return or destroy all
copies of Confidential Information upon the request of the Disclosing Party or after the
lapse of the five (5) year period whichever is earlier.

2.1.8. Warranties. Each party represents and warrants to the other party that

(i) it has the requisite corporate authority to enter into and perform this
Agreement,

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 (ii) this Agreement constitutes its legally binding obligation,
enforceable in accordance with its terms, and
(iii) its execution and performance under this Agreement, including its
disclosure of Confidential Information to the Receiving Party, will not result in a breach
of any obligation to any third party or infringe or otherwise violate any third party’s
rights.

2.1.9. Severability. If any term of this Agreement is held by a court of competent

jurisdiction to be invalid or unenforceable, then this Agreement, including all the
remaining terms, shall remain in full force and effect as if such invalid or unenforceable
term had never been included.

2.1.10. Integration. This Agreement expresses the complete

understanding of the Parties with respect to the subject matter and supersedes all prior
proposals, agreements, representations and understandings. This Agreement may not be
amended except in writing signed by all the Parties.

2.1.11. Waiver. The failure to exercise any right provided in this

Agreement shall not be a waiver of prior or subsequent rights.

2.2 DRAGONPAY SERVICE will require certain information to be entered by the CLIENT
to authenticate his identity and authorize access to his fund sources. DRAGONPAY and
MERCHANT shall ensure the security and confidentiality of these information.

2.2.1 At any time that the security and confidentiality of the above-mentioned
CLIENT information is threatened, DRAGONPAY shall suspend the implementation of
the said gateway facility until such time as the threat or deficiency is corrected to the
satisfaction of DRAGONPAY.

2.2.2 The DRAGONPAY SERVICE payment screen is intended to be filled out only
by the CLIENT himself or herself with his or her financial details. To ensure security,
privacy and confidentiality, MERCHANT is not allowed to enter data on behalf of the
CLIENT.

2.2.3 DRAGONPAY reserves the right to temporarily or permanently suspend the

DRAGONPAY SERVICE to MERCHANT due to a high fraud rate, any unethical
business practice, violation of the terms and conditions defined in this Agreement, or any
other unauthorized use of the DRAGONPAY SERVICE. MERCHANT has to submit
an explanation or clarification prior to DRAGONPAY’s reactivation of the
DRAGONPAY SERVICE to MERCHANT. Should MERCHANT be able to
satisfactorily answer all concerns, DRAGONPAY will reactivate DRAGONPAY
SERVICE within 24 hours.

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2.3. Payment transactions received by DRAGONPAY up to end-of-day cut-off time of 12:00
o’clock midnight Manila, Philippine Time (GMT+8) shall be posted as
transactions of that day. Any transaction received by DRAGONPAY after the cut-off time shall
be considered as transaction of the next day.

2.4. All MERCHANT transactions processed by the DRAGONPAY SERVICE shall be

included in the daily Collection Reports and electronic files to be generated by DRAGONPAY
SERVICE. These shall contain the minimum information agreed upon by DRAGONPAY and
MERCHANT.

2.5. Payment transactions shall be settled on the terms agreed upon and defined in
“Schedule 1”.

2.6. A joint effort between MERCHANT, and DRAGONPAY shall be made to market the
DRAGONPAY SERVICE to their respective CLIENTs.

2.7. All parties shall keep copies of reports and files for reconciliation and future reference for a
period of no less than six (6) months from transaction date.

2.8 DRAGONPAY reserves the right to add/modify/remove payment methods from

DRAGONPAY SERVICE without prior notice, based on the terms and conditions of our
payment partners and any modifications that may arise subsequently. However, this is subject to
the condition that MERCHANT should be given due notice of such change/s

3. RESPONSIBILITIES OF MERCHANT

3.1. MERCHANT shall set up an interface to connect their website to DRAGONPAY

SERVICE to allow payments using DRAGONPAY. Unless otherwise agreed upon,
MERCHANT shall shoulder the cost of hardware, software development,
routers/modems, leased lines for production and testing/back-up purposes, and other
items that may be necessary to connect the MERCHANT system to the DRAGONPAY
SERVICE.

3.2. MERCHANT agrees that the DRAGONPAY SERVICE will be used solely for the
website, products, and services as defined in Schedule 2. Should changes to these
details be necessary, MERCHANT must inform and get clearance in writing from
DRAGONPAY. Failure to do so may warrant a suspension or termination of the
DRAGONPAY SERVICE by DRAGONPAY after proper investigation and notice to
MERCHANT.

3.3. MERCHANT is prohibited from using the DRAGONPAY SERVICE to receive

payments for narcotics; unauthorized and unlicensed gaming; objectionable sexual
materials such as child pornography; products infringing on any third party's copyright,
patent, trademark, trade secret or other property rights or rights of publicity or privacy;
or any other products or services prohibited by law, or otherwise determined by
DRAGONPAY to be products or services they cannot support or enable based on its
internal policies. MERCHANT agrees that damages incurred by DRAGONPAY as a
result of these activities, including fines and other related legal expenses, will be payable
by MERCHANT.

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 3.4. The foregoing notwithstanding, DRAGONPAY may allow the MERCHANT to use the
DRAGONPAY SERVICE to support MERCHANT’s business activities which fall
under DRAGONPAY’s special category of business activities. The availability of
DRAGONPAY SERVICE allowed in this clause, or any of the specific partner channels
enabled through the DRAGONPAY SERVICE, shall be conditioned on the
MERCHANT’s continuous compliance with the eligibility requirements of
DRAGONPAY or any of its partner channels. Further, MERCHANT acknowledges and
confirms that the DRAGONPAY SERVICE, as provided to the MERCHANT for
special category of business activities as described in this clause, may at any time be
suspended or terminated by DRAGONPAY, upon notice, in the event DRAGONPAY
finds that the MERCHANT becomes ineligible to avail of the Dragonpay Service for the
declared business activities such as when the MERCHANT’s license, registration or
permit allowing the offering of the business activities identified as falling under
DRAGONPAY’s special category of business activities is canceled, revoked, or
suspended, or when DRAGONPAY finds that continuing the provision of the
Dragonpay Services to the MERCHANT shall expose DRAGONPAY to undue
business, regulatory and legal risks.

3.5. MERCHANT shall adopt the DRAGONPAY SERVICE cut-off time, as described in
Provision 2.3, for the purpose of transaction reporting, settlement and reconciliation.

3.6. In case there is a need to credit back a CLIENT’s account due to an erroneous payment
or fraud, MERCHANT agrees to DRAGONPAY deducting the contested amount from
the unsettled transactions to MERCHANT. If the unsettled transactions are insufficient
to cover the amount to be credited back, MERCHANT agrees to pay DRAGONPAY
the amount due immediately upon demand.

3.7. MERCHANT shall commit and ensure correct application of payment of customers.
MERCHANT shall shoulder the risk and legal consequences of non-delivery or
erroneous delivery of product/service, non-application or erroneous application of
payment, or erroneous advice to refund.

3.8. MERCHANT shall set up a Help Desk that will handle all of its customer queries and
complaints relating to the online purchase of products/services and payment via the
DRAGONPAY SERVICE. MERCHANT should clearly indicate the contact details of
the Help Desk in its website. The contact details should include the office address,
email address and telephone numbers at the minimum.

3.9. MERCHANT shall shoulder the financial risk of error or fraud committed by its
CLIENTs, employees and suppliers. Accordingly, DRAGONPAY shall not be liable
for reimbursements, payments, set-off or deductions for amounts which may have been
erroneously or fraudulently obtained by such third persons.

3.10. MERCHANT acknowledges that the copyright, designs, trademarks and other
intellectual property rights comprised in the information, text, graphics, scripts,
software, technology, music, sound, photograph or any other materials or works used on,
comprised or contained in the DRAGONPAY SERVICE, DRAGONPAY software
and the DRAGONPAY Marks (collectively "the Materials") are the sole

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 and exclusive property of DRAGONPAY and/or its licensors. MERCHANT further
undertakes not to challenge, dispute or question such sole and exclusive property.

3.11. MERCHANT further agrees and undertakes that save as expressly permitted in this
Agreement by DRAGONPAY, it shall not without DRAGONPAY’s prior written
consent, perform the following:
3.11.1. reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit,
display, broadcast, hyperlink or transmit in any manner or by any means or store in
an information retrieval system any part of the DRAGONPAY Website or the
Materials; or
3.11.2. create or use derivative works from the Materials or create any hyperlink of any
sort or manner to or from the DRAGONPAY Website from or to any other website
or use any part of the Materials contained at the DRAGONPAY Website or any
other server.

3.12. MERCHANT shall make its clients aware of the DRAGONPAY SERVICE by
carrying the DRAGONPAY logo within the MERCHANT website in the screens where
payments are prompted and processed. DRAGONPAY hereby grants MERCHANT the
right to use the logo of DRAGONPAY for this purpose.

3.13. MERCHANT shall offer the DRAGONPAY SERVICE packaged as part of its own
product/service on a non-exclusive basis. In any case, MERCHANT shall coordinate
with DRAGONPAY and enforce the DRAGONPAY policies, standards and
procedures across its client base.

3.14. MERCHANT shall ensure and apply all payments in their financial books in
conformity to the amounts stated in the daily Collection Report of DRAGONPAY
SERVICE. If for some reason but without fault or negligence of DRAGONPAY,
MERCHANT makes a billing and/or terminates its agreement with its partner or a
CLIENT whose account has been paid through DRAGONPAY SERVICE,
MERCHANT shall be solely liable to whosoever suffers damages.

3.15. MERCHANT, with its prior consent, hereby undertakes to reimburse, upon demand,
DRAGONPAY for any such amount they may pay in settlement of the claim, in the
event damages are claimed against DRAGONPAY and DRAGONPAY decides to
settle the claim, regardless of whether judicial action was initiated or not; provided that
the event which serves as the basis of such claim was not due to any fault or negligence
on the part of DRAGONPAY and its employees.

3.16. Any discrepancy in the billing amount and the amount paid by the CLIENT, as well
as any complaint arising from the billing made by MERCHANT to its CLIENTS, shall
be referred to MERCHANT for immediate investigation and settlement.

3.17. MERCHANT shall allow DRAGONPAY the concession of making the required
adjustments within one week without any adverse consequence on the CLIENT or any
liability on DRAGONPAY for payments not credited, provided that the delay in
crediting was unavoidable or beyond their control.

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 3.18. MERCHANT shall pay DRAGONPAY the fees as stated in “Schedule 1” to avail
of the DRAGONPAY SERVICE through existing and future payment channels.

4. RESPONSIBILITIES OF DRAGONPAY

4.1. DRAGONPAY shall operate and maintain the DRAGONPAY SERVICE

infrastructure 24 hours a day, 7 days a week.

4.2. DRAGONPAY shall provide MERCHANT with relevant systems documentation of its
existing infrastructure to enable the latter to build the required interface programs.
DRAGONPAY shall support MERCHANT in all phases of systems development and
project implementation.

4.3. DRAGONPAY shall accept and process payments through the channels available
through DRAGONPAY SERVICE.

4.4. DRAGONPAY shall credit the account of MERCHANT for the payments and
collections from DRAGONPAY SERVICE, as a result of payments initiated from the
MERCHANT’s website.

4.5. DRAGONPAY shall provide MERCHANT with a Statement of Account based on an

agreed schedule to show the amounts credited or debited for review and reconciliation
purposes.

4.6. DRAGONPAY shall undertake the necessary security measures to reduce fraud but
shall not guarantee a completely fraud-free environment. Nevertheless, DRAGONPAY
shall be held liable for errors or fraud committed due to the fault or negligence of its
employees or a failure in its system.

4.7. DRAGONPAY may help promote the products or services offered by MERCHANT,
subject to MERCHANT’s concurrence and approval, through DRAGONPAY’s
marketing and public relations activities including, but not limited to: website
announcements, banner ads, and press releases.

5. REPRESENTATIONS AND WARRANTIES

5.1. Both parties hereby represent and warrant that they are duly licensed and have the right
to market, distribute and sell their products or services online.

5.2. Both parties warrant that they are allowed, licensed and authorized to set up the subject
website and/or link and that their principals, if any, have given their consent to set up,
create, and maintain the website and/or link.

5.3. MERCHANT warrants that all the KYC and customer identification documents and
information relating to MERCHANT submitted to DRAGONPAY pursuant to this
Agreement are true and correct, and that each document is an original or a faithful
reproduction of the original. Further, MERCHANT warrants that it has secured the
consent of its directors, officers and employees to the sharing of their KYC and
customer identification documents and information to DRAGONPAY or any of its
related entities pursuant to this Agreement.

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 5.4. MERCHANT warrants that the Content it shall provide or will further provide
DRAGONPAY does not infringe upon any copyright, trademark or other proprietary
rights of third parties and hereby holds DRAGONPAY free and harmless from all
claims for infringement of any intellectual property.

5.5. All products or services advertised and appearing at the website and/or link are genuine
or in the state as advertised, described and/or represented therein.

5.6. MERCHANT shall hold DRAGONPAY free and harmless from all liability from its
CLIENTS for the quality and delivery of its products or services as a result of the
implementation of this Agreement. In the same manner, DRAGONPAY shall hold
MERCHANT free and harmless from all liability that may arise by reason of the errors
in the DRAGONPAY SERVICE and any feature thereof.

6. TERM

1. This Agreement shall take effect upon its signing by the parties and shall remain in force
for an initial term of one (1) year, and is automatically renewed every year thereafter
unless otherwise terminated upon the request of either party, by giving the other party a
written notice at least one (1) month in advance.

2. If a Party commits a material breach of this Agreement and such breach is not cured
within thirty (30) days of receipt of written notice by the other Party, giving the
particulars of the breach and, where appropriate, requiring it to be cured, then the other
Parties have the right to terminate this Agreement by written notice, which termination
will be effective on the date set out in that notice. It is understood that the notice period
set forth in this clause shall not apply when the termination is effected pursuant to Clause
3.4 above. In addition, DRAGONPAY reserves the sole right to immediately suspend
upon notice to the MERCHANT the DRAGONPAY SERVICE in case the breach is of
such nature that DRAGONPAY determines to be incapable of being cured.
3.

4. If a Party is unable to pay its debts as and when such debts fall due or becomes bankrupt
or insolvent, or has a receiver or manager, provisional liquidator, liquidator or
administrator appointed in respect of any material part of its assets or suffers an
execution in respect of any of its property, or if a petition is presented for the winding up
and such petition is not released, satisfied or withdrawn within thirty (30) days, then the
other Parties have the right to terminate this Agreement by written notice, which
termination will be effective on the date set out in that notice.
7. MISCELLANEOUS

7.1. This Agreement shall take effect upon its signing by the parties and shall remain in force
for an initial term of one (1) year, and is automatically renewed every year thereafter
unless otherwise terminated upon the request of either party, by giving the other party a
written notice at least one (1) month in advance.

7.2. All information disclosed and exchanged between DRAGONPAY and MERCHANT
made in the course of discussions, studies, or other work undertaken between the parties,
shall be considered as Confidential Information. It is understood that said Confidential
Information should not be distributed,

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 disclosed or disseminated, and should only be known to employees who have a need to
know such information for the purpose for which it is disclosed.

The foregoing notwithstanding, MERCHANT acknowledges and thereby allows the

sharing by DRAGONPAY to any related company all KYC and customer identification
documents and information relating to MERCHANT, and/or its directors, officers and
authorized representatives which DRAGONPAY may have acquired from the
MERCHANT in the event the MERCHANT avails of the services of, or otherwise
establishes a business relationship, with the said related company.

7.3. This Agreement shall be subject to periodic review, and may be modified or amended
upon mutual consent of the parties. Any and all amendments to this Agreement shall be
implemented only after the parties shall have mutually signified their conformity in
writing.

7.4. No provision of this Agreement shall be deemed to have been waived or modified unless
such waiver or modification shall be evidenced by a written instrument which is signed
by all parties hereto and any such waiver or modification shall apply only to such terms
or conditions expressly noted in said written instrument.

7.5. This Agreement may not be transferred or assigned without the prior written consent of
both parties.

7.6. For all actions or lawsuits arising out or in connection with this Agreement, the venue
shall be in the proper courts of Makati City to the exclusion of all other venues. This
Agreement shall be governed by Philippine Law.

7.7. Neither DRAGONPAY nor MERCHANT shall be liable for any loss, damage or delay
caused by war, riots, civil commotion, strikes, lock-outs, labor disputes or other such
causes or contingencies beyond its reasonable control which prevents or delays it in
performing any obligation arising out of this Agreement. Should such an event prevent
DRAGONPAY from complying with any of its obligations under the Agreement for a
period of at least seven (7) days, MERCHANT may terminate the Agreement
immediately upon written notice.

7.8. DRAGONPAY and MERCHANT hereby represent that each is duly authorized by
their respective Board of Directors to enter into this Agreement, and that their respective
signatories are likewise duly authorized to sign this Agreement on behalf of their own
companies.

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IN WITNESS WHEREOF, the parties hereto hereby cause their respective authorized
representatives to affix their respective signatures this day of
, 202_ at Makati City.

( MERCHANT NAME ) DRAGONPAY CORPORATION

TIN: ( Merchant’s TIN ) TIN: 007-790-056-000

( Signatory’s Name ) ROBERTSON S. CHIANG

( Designation ) CEO / FOUNDER

WITNESSES:

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 ACKNOWLEDGEMENT

Republic of the Philippines)

Makati City )S.S.

BEFORE ME, a Notary Public of and in Manila, Philippines on this day of

, 202_ personally appeared:

Name Competent Evidence of Date & Place Issued

Identity

1. Robertson S. Chiang
Passport P9532581B DFA Manila April 07, 2022

2. SIGNATORY
NAME VALID ENTER INFO HERE
ID

Known to me and to me known to be the same persons who executed the foregoing instrument
and acknowledged to me that the same is their free and voluntary act and deed and of the
corporation which each represents.

WITNESS MY HAND AND SEAL on this day of , 202_

in Metro Manila.

NOTARY PUBLIC

Doc. No. :
Page No. :
Book No. :
Series of 202_

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 SCHEDULE 1

I. Schedule of Fees and Remittance

DRAGONPAY shall deduct the transaction fee from its payables to MERCHANT. The
transaction fees are as follows:

Channel Transaction Fee (VAT-inclusive)

Online Banking PHP 10.00

Over-the-Counter Banking PHP 15.00

Over-the-Counter Non-Bank PHP 20.00

E-Wallets* (Dragonpay Credits,

PHP 10.00
Coins.ph)
* Unless otherwise stated above.

For LOCAL settlement, DRAGONPAY shall remit payments on a weekly basis net of fees.
Should there be charges in the remittance of payment, such as bank wire transfer fees,
MERCHANT agrees to shoulder all such fees and charges.

For CROSS-BORDER settlement, DRAGONPAY shall deduct a 1% settlement fee from its
payables to MERCHANT on a monthly basis. DRAGONPAY receives all funds in PHP,
however the settlement to MERCHANT will be done in USD (or other currency as agreed
between parties in writing), with currency conversion carried out by DRAGONPAY’s remitting
bank. DRAGONPAY shall make the currency conversion rate and source known to
MERCHANT and shall not add additional mark-ups on the original conversion rate.

DRAGONPAY will remit payment to the MERCHANT in the currency and mode that
MERCHANT and DRAGONPAY shall agree upon in writing.

There are no annual fees but merchants with no transactions within a 1 year period will be
automatically deactivated.

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 SCHEDULE 2

I. Schedule of Web Site, Products, and Services

MERCHANT declares that the DRAGONPAY service will be used on the following website(s),
mobile app(s) and brand(s) only:

MERCHANT declares that the above website/s will be selling the following products and services only:

Name Description Classification

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Annex A

Kindly fill out all fields completely. If there is no External Tech Support POC, pls input N/A.

MERCHANT Settlement Bank:

Branch:

Account Name:

Account Number:

Savings/Checking:

Currency:

SWIFT Code (if Non-PH Bank)

Name Email Mobile Tel

Authorized
Signatory and
Position

Main
Contact
Person

Marketing
POC

Internal
Tech
Support
POC

Customer
Service
POC

Operations
POC

Finance/Billi
ng POC

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External
Tech
Support
POC (if any)

Annex B: SUMMARY OF AGREEMENT (Standard Collection)

A Daily Collections Report will be sent by DP no later than 9:30am of the

Daily Collections following day.
Report:
Except on Sundays and Holidays, where the report may be sent the next
business day.

Send Report to: MERCHANT Finance email address here

Settlement of
Fees: Schedule: Weekly [Monthly - for Non-PH based] (Net of Fees) Currency:

PHP

Send proof of transfer to: MERCHANT Finance email address here

Invoicing /
Payment / OR A monthly billing and settlement of service fees will be sent by DP to
Issuance: MERCHANT within 5-10 days of the following month.

MERCHANT will then send payment within the first ten (10) days after
receiving the Billing Statement.

MERCHANT will send proof of payment along with BIR 2307 for the
withholding tax.

Once paid by MERCHANT any outstanding fees, DP shall send OR. BDO

Bank Account:

Account Name: Dragonpay Corporation

Account Number: 00167-022-1596 Currency:

PHP

Branch: Sumulong Highway, Marikina City

Send SOA to: MERCHANT email address here Send

proof of payment to: [email protected]

Standard Collections - Merchant

Memorandum of Agreement dragonpay
Prepared by SalesOPs and Business Development
- CONFIDENTIAL - Page 16 of 18
 cc: [email protected]

DP Merchant [email protected]
Support:

ANNEX C

Merchant
Service Level Agreement

This document aims to ensure that all involved parties (Merchant, Dragonpay and Channel
Partner) commit to a “Service Level” to ensure proper handling of collections
and disbursement issues.

● Transaction Issues (Collections and Disbursement)

● Posting Issues
Issue/s:
● System Updates
● Branch Operations
Effect: Delays in settlement / Operation Blocker
● Merchant
Applies to: ● Dragonpay
● Channel Partner

SOP

1. Client encounters an Client informs Merchant immediately

issue with the
transaction

2. Merchant to DP Merchant sends an email to DP: [email protected]

Response time: 12 hours Reports must be made within:

TAT: 3-4 business days ● Transaction errors: 12 hours
● Correction on amounts: 12 hours
● Refunds: 3 business days
3. DP (Internal) MDG investigates the issue and sends a report to the concerned
department:
Response time: 12 hours
TAT: 5 -hours ● If the issue is internal, DP will resolve the issue, MDG
informs the Merchant - end
● Channel Issues – MDG informs DP BD
4. DP to Channel BD DP emails Channel to report the issue:

Response time: 12 hours Channel will resolve the issue and informs DP, DP informs Merchant -
TAT: >>Link<< end

Standard Collections - Merchant

Memorandum of Agreement dragonpay
Prepared by SalesOPs and Business Development
- CONFIDENTIAL - Page 17 of 18
 ● If the issue will take time to be resolved, Channel
Partner must advise DP and provide a timeline as to
when the issue will be fixed. Repeat until the issue is
resolved.

TURN AROUND TIME / TAT

Channel Partner Resolution

Response Time
Issue time
Acknowledgement
(from the time of response)

Offline Branches Status

Checking 12 hours 3-4 business days

Unposted transaction 12 hours 3-4 business days

Double Posting 12 hours 3-4 business days

Wrong Amount Posted 12 hours 3-4 business days

Checking of Transaction 12 hours 3-4 business days

Internal Branch Concern 12 hours 3-4 business days

Changes in operations(including
Notification with Dragonpay at
changing of min/max 12 hours
least 2 weeks
transaction)

Standard Collections - Merchant

Memorandum of Agreement dragonpay
Prepared by SalesOPs and Business Development
- CONFIDENTIAL - Page 18 of 18