Standard Terms and Conditions for Business Customers

Effective Date: 29th September 2022

1. General Provisions

These Standard Terms and Conditions for Business Customers (“Standard Terms” or “Agreement”) is a contract which applies to individuals and corporate entities which use Coins.ph services and platforms for their businesses. These Standard Terms apply in addition to the Coins.ph User Agreement and to a separate Term Sheet between Coins.ph and the Business Customer, if applicable.

This Agreement is a contract between you and each of:

Betur, Inc., a corporation incorporated in the Philippines and with registered address at 30F UnionBank Plaza, Meralco Avenue cor. Sapphire Street and Onyx Street, Ortigas Center, Pasig City, Philippines. Betur, Inc. is a Virtual Asset Service Provider duly licensed by the Bangko Sentral ng Pilipinas (BSP). It offers cash in and cash out services, mobile air-time top ups, remittance services, bill payments, and Virtual Currency exchange (hereinafter “Betur, Inc. Services”), under the Coins.ph brand. All Betur, Inc. Services are subject to the rules and regulations of the BSP, the Anti-Money Laundering Act (AMLA), as amended, and other applicable laws.

DCPay Philippines, Inc., a corporation incorporated in the Philippines and with registered address at 35F, Eco Tower Building, 32nd Street, Corner 9th Avenue, Bonifacio Global City, Taguig City, Philippines. DCPay Philippines. Inc. is duly registered with the BSP as a Remittance & Transfer Company (RTC) with an E-Money Issuer license. It offers electronic money issuance and remittance services (hereinafter “DCPay Services”) under the Coins.ph brand to allow Coins.ph Customers to easily and conveniently send and receive cash as well as make payments electronically. All DCPay Services are subject to the rules and regulations of the BSP, the Anti-Money Laundering Act (AMLA), as amended, and other applicable laws.

References in these Standard Terms to “Coins.ph”, “we”, “us”, “our”, or other similar terms apply to Betur, Inc. and/or DCPay Philippines, Inc., depending on the services and platforms being discussed. References to “you”, “your”, or other similar terms apply to Business Customers. Betur, Inc., DCPay Philippines, Inc, and the Business Customer may be referred to individually as a “Party” and collectively as the “Parties”.

Betur, Inc. Services and DCPay Services may be referred to collectively as “Coins.ph Services”.

By signing up as a Business Customer, you agree to comply with and be legally bound by these Standard Terms, as may be revised from time to time. We may amend or modify these Standard Terms at any time and without prior notice, and the revised Agreement shall be effective from the time it is posted on the Coins.ph site, or such other date as may be indicated by us.

We may (a) modify or discontinue any portion or all of the Betur, Inc. Services and/or the DCPay Services, and/or (b) suspend or terminate your access to the Betur, Inc. Services and/or DCPay Services at any time and from time to time, without notice to you. You agree and confirm that we shall not be liable to you or any third party for any modification, suspension, or termination of the Betur, Inc. Services and/or DCPay Services, or suspension or termination of your access to the Betur, Inc. Services and/or DCPay Services, except to the extent otherwise expressly set forth herein or under a separate written agreement with us.

2. Definitions

As used in this Agreement, the following terms and expressions have the meanings set out below:

“Account” means the Coins.ph account opened, verified and operated by the Business Customer or a Recipient, which may include a Cryptocurrency Wallet and/or a PHP Wallet.

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

“Agreement” means these Standard Terms as well as any Term Sheet, taken together.

“Applicable Data Protection Laws” means any Applicable Law pertaining to the Processing, privacy, confidentiality, and security of an individual’s Personal Information, to the extent applicable in respect of a Party’s obligations under this Agreement.

“Applicable Law” means all applicable laws (federal, state, and local) and the applicable rules, orders, guidelines, and regulations of any Governmental Authority that, in each case, are applicable to Coins.ph and the performance of its obligations or exercise of its rights under this Agreement or applicable to the Business Customer and the performance of its obligations or the exercise of its rights under this Agreement, or, as the context may require, are applicable to other persons affected by the subject matter of this Agreement.

“Business Customer” means a natural or juridical person which uses Coins.ph Services for their business. These include, but are not limited to, Merchant Partners, Disbursement Partners, Crypto Partners, and Retail Partners.

“Cash-out Location” means a location operated by a partner of Coins.ph, where a Recipient may withdraw PHP in connection with the Payment Services.

“Coins.ph Terms of Service” means Coins.ph’s User Agreement, Privacy Policy, and any other applicable legal document outlining Coins.ph’s terms and conditions, policies and other requirements for the provision and use of its services, as set out on the Coins.ph website (accessible at: https://coins.ph/) and which may be updated from time to time

“Confidential Information” has the meaning given to it in Clause 15.

“Customer” means a person or an institution that is a verified customer or user of the Business Customer’s products and/or services.

“Crypto Partner” means a Business Customer which uses the crypto services and/or platform of Coins.ph.

“Data Breach” means an unauthorized, unlawful, or accidental Processing of Personal Information.

“Disbursement Partner” means a Business Customer which uses the Coins.ph platform to disburse funds.

“Exchange Costs” means any costs incurred in connection with the exchange or purchase of currency (including digital currency).

“Governmental Authority” means any governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality of any kind (including but not limited to any central bank, monetary authority, or securities exchange) having jurisdiction over a Party and its services and/or this Agreement

“Intellectual Property” means all – (a) copyrights (including, without limitation, any software, platforms, systems, code, databases, and all enhancements, modifications and alterations made to the foregoing, and also including, without limitation, the right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights (including, without limitation, registrations, applications, and unregistered rights), patents, rights to inventions, trade names, domain names, trade secrets, author’s rights, privacy rights, publicity rights, algorithms, rights in packaging, other proprietary rights, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of any state, country or jurisdiction; (b) intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; and (c) all derivatives of any of the foregoing.

“Know Your Customer” or “KYC” means all such due diligence activity that is conducted by a Party prior to establishing a business relationship with any person, including obtaining information on such a person's background, identity, beneficial ownership, nature of business and any other information required by Applicable Law.

“Merchant Partner” means a Business Customer which uses the payments gateway/payments request service provided by Coins.ph

“Payment Instruction” means an electronic message, in Coins.ph’s prescribed format, containing an instruction from the Business Customer to Coins.ph to execute the Transaction.

“Personal Information” means any information classified as “personal information”, “personal data”, “personally identifiable information” or similar term under Applicable Data Protection Laws.

“PHP” means Philippines Pesos.

"PHP Wallet" means the PHP Wallet opened, verified, and operated by a Coins.ph user in connection with their Account.

“Process”, in relation to Personal Information, means the carrying out of any operation or set of operations in relation to the same, including collection, use, disclosure, recording, holding, organization, adaptation, retrieval, combination, transmission, disposal, erasure, or destruction; and “Processing”, “Processed”, and “Processor” shall be construed accordingly.

“Purpose” means, in relation to a Party, the exercise of its rights and the performance of its obligations under this Agreement.

“Recipient” means a person or an institution who is specified as the recipient of the Transaction by in the relevant Payment Instruction.

“Representatives” means, in relation to a Party, its employees, officers, representatives or advisers.

“Retail Partner” means a Business Customer who provides loading and bills payment services to their customers.

“Service Fee” means the service fee paid by the Business Customer to Coins.ph as specified in the Term Sheet

“Taxes” means all taxes, levies, imposts, duties, deductions, charges, or withholdings imposed, levied, withheld or assessed by a Governmental Authority under Applicable Law, together with any interest, additions to tax, or penalties imposed with respect thereto.

“Term” means the Initial Term and any Renewal Terms.

“Term Sheet” means the separate document which defines the specific terms agreed upon by Coins.ph and the Business Customer. The Term Sheet forms an integral part of this Standard Terms.

“Trademarks”has the meaning given to it in Clause 10.

“Transaction” means any payment transaction processed via the Payment Services.

“Transaction Amount” means the funds remitted by a Sender to the Recipient via the Payment Services.

3. Onboarding Procedures

The Business Customer hereby acknowledges and agrees that:

it shall be a condition precedent of this Agreement coming into effect for the Business Customer to successfully complete Coins.ph’s business verification processes and provide all appropriate supporting documents requested by Coins.ph from time to time; and

the provision of the Payment Services shall be subject to the Business Customer’s compliance with the Coins.ph Terms of Service.

For the purposes of facilitating the Payment Services, Coins.ph shall rely on the customer identification process undertaken by the Business Customer. The Business Customer shall be responsible for complying with all Applicable Laws in relation to anti-money laundering and the prevention of terrorist financing, and maintaining its own Money Laundering and Terrorist Financing Prevention Program (MLPP), including by conducting the requisite customer identification procedures to establish the identity and existence of the customer, and maintaining all records required to be obtained from the customer, in accordance with Applicable Laws and its MLPP.

The Business Customer shall promptly, and in any event within two (2) business days, provide Coins.ph with complete and accurate information about the Business Customer, any Customer, or any Transaction, as required for Coins.ph to fulfill any requirements under Applicable Law or Coins.ph’s internal requirements on customer identification and verification, together with any supporting information. The Business Customer shall notify Coins.ph as soon as reasonably practicable in the event of any changes to such information.

Coins.ph may at any time, with or without giving notice, suspend the provision of the Payment Collections Facility or the Payment Collections Services to the Partner or any Merchant at any time if:

any provision in Clause 3 has not been complied with;

Coins.ph is aware of or suspects that the Payment Collections Facility or the Payment Collections Services are being used for illegal or fraudulent purposes; or

if the Partner or the Merchant is in breach of any Applicable Law or upon any order or direction of a Governmental Authority.

4. System Connection

4.1 The Parties agree to implement the necessary system connections as defined in the Term Sheet in order to implement the Coins.ph Services. Each Party shall be responsible for maintaining such connection during the term of this Agreement. Each Party shall be responsible for its own development work and bear its own costs in relation to the connection.

4.2 If either Party makes any material updates or changes to its system connected to the other party’s system and the changes materially affect the Parties’ utilization of the Coins.ph Services, the Party making such changes shall notify the other Party within ten (10) business days, or as long as commercially reasonable, prior to the changes.

5. Transaction Flow

5.1 The transaction flow shall be as defined in the Term Sheet.

6. Fee Arrangements

6.1 The Service Fees shall be payable to Coins.ph for the Business Customer’s use of the Coins.ph Services. The Parties agree that the Service Fee may be deducted by Coins.ph from the Transaction Amount. The specific fees shall be as defined in the Term Sheet.

7. Business Customer Responsibilities

Compliance with Laws

7.1 The Business Customer shall be responsible for:

(a) complying with, and ensuring its Customers’ compliance with, all Applicable Laws, including but not limited to those in relation to Anti-Money Laundering and the Prevention of Terrorist Financing;

(b) maintaining its own MTPP, including by conducting the requisite KYC and CDD procedures to establish the identity and existence of its Customers; and

Restricted Activities

7.2 The Business Customer shall not, and shall be responsible for ensuring that its Customers do not, use the Payment Collections Services and/or the Payment Collections Facility for Transactions:

(a) involving goods and/or services prohibited under Applicable Laws, including narcotics, unauthorized gaming, those which contain objectionable or obscene material such as child pornography or which contain material that endorses or incites violence

(b) which facilitate any activity prohibited under Applicable Laws, including money laundering and/or terrorism financing, or which involve criminal organizations;

(c) involving goods and/or services which directly or indirectly infringe any intellectual property or other proprietary rights or rights of publicity or privacy; or

(d) involving any other restricted activities as may be notified to the Partner by Coins.ph from time to time.

Use of the Coins.ph System

7.3 The Business Customer shall, and shall be responsible for ensuring that its Customers:

(a) use only the latest version of the Payment Collections Facility in accordance with the requirements of this Agreement and any additional instructions of Coins.ph as may be provided and amended from time to time;

(b) not copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make corrections to the Payment Collections Facility and/or the Payment Collections Services in whole or in part without prior written consent of Coins.ph.

Customer Complaints and Incident Handling

7.4 The Business Customer shall be responsible for handling and resolving complaints, disputes, issues, and refund requests from its Customers directly with such Customers. The Business Customer shall, and shall be responsible for ensuring that its Customers establish reasonable procedures and customer service staffing, to handle and resolve such complaints, disputes, issues and refund requests in keeping with standard industry practices.

7.5 In the event that a Customer submits a complaint, dispute, issue, or request to Coins.ph, Coins.ph may direct the Customer to the Business Customer, who shall handle and resolve such complaints directly with the Customer; provided, that for the removal of doubt, the primary liability and responsibility for handling such Customer complaint, dispute, issue, or request shall remain with the Business Customer. Coins.ph may request the Business Customer and/or its Customer to provide additional information or documents in relation to such complaint, dispute, issue or request. Notwithstanding Clause 7.4, Coins.ph reserves the right to process a refund of any Transaction which is the subject of such complaint, dispute, issue or request and deduct the relevant Transaction amount from any outstanding Settlement Amount due to the Business Customer; provided, that this should be without prejudice to Coins.ph’s right at its sole and absolute discretion to demand the refunded amount from the Business Customer notwithstanding any subsequent Settlement Amounts to be processed by Coins.ph for the Business Customer’s account.

7.6 The Business Customer shall escalate to Coins.ph any issues or potential issues in relation to the Payment Collections Facility and/or the Payment Collections Services which may impact the Customer experience within twenty-four (24) hours from knowledge thereof.

8. Marketing and Promotional Activities

8.1 The Parties may agree to develop joint marketing plans and such other promotional activities to promote the Coins.ph Services.

8.2 In the event that the Parties agree to engage in joint marketing plans, each Party shall submit, for the other Party’s approval, all advertising and promotional materials referencing or using the other Party’s name, marks or any other property belonging to the other Party prior to its use and shall comply with any conditions of any such approval required by the other Party, such approval not to be unreasonably withheld.

9. Term and Termination

9.1 Unless earlier terminated in accordance with this Agreement, this Agreement shall become effective as to the Business Partner for the term as defined in the Term Sheet. Renewal Terms shall likewise be defined in the Term Sheet.

9.2 Either Party may terminate this Agreement for convenience during a Renewal Term by providing at least sixty (60) days’ prior written notice to the other Party.

9.3 Either Party may terminate this Agreement immediately by notice in writing to the other Party upon the occurrence of any of the following events:

(a) the other Party commits a material breach of any of the terms under this Agreement (including but not limited to the payment of any amounts falling due), and such breach (if capable of remedy) continues for a period of fifteen (15) calendar days after the non-breaching Party provides a written notice informing the other Party of the breach;

(b) the other Party goes into receivership, administration or liquidation (other than following a bona fide restructuring of its business), becomes insolvent or enters into any composition, scheme or arrangement with its creditors, or any similar or equivalent procedure or circumstances in any jurisdiction, or ceases or threatens to cease to carry on its business;

(c) if there is a change in Applicable Law and/or any order or direction by any Governmental Authority which makes this Agreement or any portion of it illegal, invalid, or unenforceable; necessitates the termination of this Agreement or the Payment Services; or materially limits either Party’s performance of its obligations under this Agreement.

9.4 Termination of this Agreement shall be without prejudice to the rights and obligations of the Parties which have accrued prior to termination.

9.5 Upon termination of this Agreement:

9.5.1 each Party shall immediately discontinue any use of the Intellectual Property of the other Party and the other Party's products and services;

9.5.2 each Party shall, within thirty (30) days of such termination, destroy all materials that constitute or contain Confidential Information and/or Intellectual Property of the other Party and provide to the other Party written certification that all such information was so destroyed, provided that each Party may retain Confidential Information that is – (i) stored on archival or back-up files; or (ii) required for compliance with Applicable Law, or its obligations pursuant to this Agreement, provided that such Party continues to maintain confidentiality of such Confidential Information pursuant to the terms of this Agreement;

9.5.3 each Party shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the Parties;

9.5.4 Clauses 10 to 26 shall remain in full force and effect.

10. Intellectual Property

10.1 During the Term, and subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use its trademarks, service marks, trade names, Internet domain names, corporate names, brand names, proprietary logos, and symbols (collectively "Trademarks") in the Philippines, solely for the purposes expressly authorized under this Agreement and in accordance with the other Party's brand guidelines and instructions, provided that the other Party has approved all uses of such Trademarks in advance (such approval not to be unreasonably withheld). Each Party agrees that the use of any Trademark of the other Party shall not create any right, title, ownership or interest in or to any such Trademark and that all such use and goodwill associated therewith will inure to the benefit of the owner of the Trademark.

10.2 Nothing in this Agreement shall be construed or deemed as an assignment or transfer from one Party to the other of any Intellectual Property which did not arise from, or was not developed by either Party, in the course of or in connection with the Agreement.

10.3 Any Intellectual Property that is solely developed by either Party in the course of or in connection with the Agreement shall vest in and be owned absolutely by the Party creating or developing the Intellectual Property. As at the Effective Date, no joint development of Intellectual Property is anticipated. Should the Parties subsequently anticipate any joint development of Intellectual Property, the Parties shall agree in writing on their respective rights applicable to such Intellectual Property.

10.4 Each Party warrants that when any Intellectual Property rights are granted to the other Party, they have the necessary authority and rights to grant the same. The Parties further warrant that, so far as it is aware, its use and grant of any Intellectual Property does not infringe the rights of any third party or cause it to be in breach of any obligations to a third party.

11. Data Management and Protection

11.1 Each Party agrees that it shall comply with all Applicable Data Protection Laws and implement and/or maintain appropriate technical and organizational security measures to ensure such compliance.

11.2 Each Party agrees that it shall, prior to disclosing to the other Party any Personal Information, obtain all necessary authorizations and consents as may be required in compliance with the Applicable Data Protection Laws for the other Party to Process such Personal Information.

11.3 Where a Party receives Personal Information from the other Party in connection with this Agreement, it shall:

(a) except where required to Process such Personal Information for the purposes of compliance with Applicable Law, only Process such Personal Information for the Purpose and in accordance with the other Party’s reasonable instructions, and at all times in compliance with Applicable Data Protection Laws;

(b) taking into account the state of the art and the nature and scope of the Personal Information and the Purpose, implement and maintain reasonable technical and operational security measures to protect such Personal Information against Data Breaches, which shall include:

(i)segregating the Personal Information from its own data and any data of its customers;

(ii) encrypting and anonymizing the Personal Information where appropriate;

(iii)limiting access to such Personal Information to authorized personnel who require access to the Personal Information for the Purpose;

(iv) maintaining such Personal Information in confidence, including by not disclosing the same to any third party without the other Party’s prior consent (except where required for the Purpose or for compliance with applicable law), and ensuring that personnel authorized to Process such Personal Information are bound by the same confidentiality obligations;

(v) regularly testing, assessing and evaluating the effectiveness of existing technical and operational security measures for protecting Personal Information against Data Breaches on an ongoing basis; and

(vi) ensuring that availability and access to the Personal Information may be restored in a timely manner in the event of a Data Breach except where availability and access must be restricted to mitigate such Data Breach;

(c) upon request from the other Party, use reasonable endeavors to assist the other Party in relation to any request from any individual exercising their rights in relation to such Personal Information under Applicable Data Protection Laws, including to transfer, correct, delete, or cease Processing of such Personal Information upon request by the other Party;

(d) cease to retain such Personal Information for any period of time longer than is necessary to serve the purposes of this Agreement, and in any event shall, upon the termination of this Agreement or at the other Party's request - (i) promptly cease Processing such Personal Information, and (ii) return to the other Party, or irretrievably delete, such Personal Information in its possession or under its control, including instructing all Sub-Processors or other third parties to return or delete such Personal Information (as the case may be);

(e) not Process such Personal Information outside of the relevant jurisdiction wherein the Services are being provided/received without the other Party’s prior written consent; and, if such consent is provided, ensure that the transferred Personal Information will be protected at a standard that is at least equivalent to that under Applicable Data Protection Laws;

(f) be responsible for its sub-Processors’ compliance with such obligations and ensure that it has a written contract with each Sub-Processor governing the Processing of such Personal Information, which imposes obligations on the Sub-Processor that are at least equivalent to its obligations as set forth in this Clause 11.3;

(g) notify the other Party promptly, and in any event, within 72 hours, should it become aware of, or reasonably suspects there has been, a Data Breach concerning such Data. Such notification shall include:

(i) a description of the Data Breach, including the volume and type of the Personal Information affected and the categories and approximate number of individuals concerned;

(ii) the likely consequences of the Data Breach;

(iii) the name and contact information of its representative(s) who shall serve as the other Party's primary contact in relation to the Data Breach; and

(iv) a description of the measures taken or proposed to be taken to address the Data Breach including, where appropriate, measures to mitigate its possible adverse effects;

(h) at its own cost, conduct reasonable investigations in relation to a Data Breach and:

(i) provide regular updates to the other Party to the information provided under Clause 11.3(g);

(ii)take any measures in accordance with Applicable Data Protection Laws and/or industry best practice to mitigate any possible adverse effects of the Data Breach;

(iii) make available all relevant records, logs, files, data reporting and other materials required for the other Party to comply with Applicable Data Protection Laws and/or industry best practice or as otherwise reasonably required by the other Party; and

(iv)coordinate in good faith on the content of any public statements or notices to Governmental Authorities or affected individuals required under Applicable Data Protection Laws; and

(i) not knowingly do or omit to do anything, or permit anything to be done or omitted, which might lead to a breach by the other Party of Applicable Data Protection Laws.

11.4 Each Party shall retain all rights in any Personal Information disclosed to the other Party.

12. Recordkeeping and Audit

12.1 Each Party shall maintain records of all Transaction data received or generated by it at least for a period of five (5) years following the Transaction, and to provide copies of such records to the other Party upon reasonable request.

12.2 Each Party agrees to cooperate with the other Party in any reasonable audit or inspection by any Governmental Authority and/or the other Party’s professional advisors related to the Payment Services and to respond promptly, and in any event within two (2) business days, to any requests from the other Party in connection with such audit or inspection.

13. Representations, Warranties, and Undertakings

13.1 Each Party hereby represents and warrants to the other Party as follows:

(a) it is a company duly established and validly existing under the laws of its jurisdiction;

(b) it and its respective signatories have full power and authority to enter into, exercise its rights and perform and comply with its obligations under this Agreement, and all third party approvals and consents necessary for its entry of this Agreement have been obtained and not revoked or withdrawn;

(c) all actions, conditions and things required to be taken, fulfilled and done including, without limitation the obtaining of any necessary approvals, consents or licenses or the making of any filing or registration in order to enable it lawfully to enter into, exercise its rights under and perform and comply with its obligations under this Agreement have been taken, fulfilled and done;

(d) its entry into, exercise of its rights under and/or performance of or compliance with its obligations under this Agreement do not and will not violate, or exceed any power or restriction granted or imposed by – (i) any Applicable Law or any order or direction of a Governmental Authority (whether or not having the force of law) to which it is subject; (ii) its constitutive documents, where applicable; or (iii) any agreement or arrangement to which it is a party or which is binding on it or its assets; and

(e) its obligations under this Agreement to which it is a Party, as the case may be, are valid, binding and enforceable against it in accordance with their terms.

13.2 Each Party undertakes to exercise its rights and perform its obligations under this Agreement in compliance with all Applicable Law, and to provide reasonable assistance to the other Party upon request to enable the other Party’s compliance with Applicable Law, including to provide the other Party all information reasonably requested by the other Party to comply with the other Party’s anti-money laundering and KYC obligations under Applicable Law.

13.3Each Party shall be solely responsible for their respective Taxes and compliance with Applicable Laws relating to taxation.

14. INDEMNITIES, LIABILITIES, AND DISCLAIMERS

14.1 EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, COINS.PH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE PAYMENT COLLECTIONS SERVICES AND/OR THE PAYMENT COLLECTIONS FACILITY. WITHOUT LIMITING THE FOREGOING, COINS.PH DISCLAIMS ANY WARRANTY THAT THE PAYMENT COLLECTIONS SERVICES AND/OR THE PAYMENT COLLECTIONS FACILITY WILL BE ERROR-FREE OR UNINTERRUPTED. COINS.PH FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PAYMENT COLLECTIONS SERVICES AND/OR THE PAYMENT COLLECTIONS FACILITY AS TO MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COINS.PH FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE USE OF THE PAYMENT COLLECTIONS SERVICES AND/OR THE PAYMENT COLLECTIONS FACILITY.

14.2 The Business Customer will defend and indemnify Coins.ph and its parent company, Affiliates, directors, officers, employees, strategic partners, licensors, and their suppliers (the “Indemnified Parties”) against all claims, liabilities, damages, losses, costs, fees (including legal fees), and expenses arising out of – (a) the Business Customer’s breach of this Agreement; (b) the Business Customer’s breach of the Coins.ph Terms of Service; (c) the Business Customer’s misuse of the Payment Services; (d) the Business Customer’s violation of any Applicable Law during the term of this Agreement; (e) the provision by the Business Customer with incorrect or outdated Payment Instructions. In the event that a third party legal cause of action, claim, suit, proceeding, or regulatory action is brought against an Indemnified Party in respect of the matters in (a) to (e) of this Clause 13.1 (a “Claim”), the Indemnified Party reserves the right to, at its own expense, assume the exclusive control and defense of any such Claim. The Business Customer shall cooperate fully with the Indemnified Party in the defense of such Claim provided that – (i) Coins.ph notifies the Business Customer in writing promptly after Coins.ph becomes aware of such Claim (provided that the failure to so notify shall not affect the Indemnified Parties’ rights to indemnification hereunder unless, and then only to the extent that, the Business Customer has been actually prejudiced thereby); (ii) the Business Customer has sole control of the settlement, compromise, negotiation, and defense of any such Claim (provided that the Business Customer may not agree to any settlement that involves injunctive or equitable relief affecting an Indemnified Party or admission of liability by the Indemnified Party without obtaining the Indemnified Party’s prior written consent); and (iii) the Indemnified Party cooperates, in good faith, in the defense of any such Claim.

14.3 To the maximum extent permitted by Applicable Law, neither Party shall be liable for any indirect, incidental, special, exemplary or consequential damages arising out of the provision of the services under this Agreement (including, but not limited to, downtime, damage to or replacement of programs and data, loss of profit, loss of use, loss of business, loss of customers), arising from claims based in warranty, contract, tort (including negligence), strict liability or otherwise, even if such Party has been advised of the possibility of such claim or damage.

14.4 Coins.ph hereby disclaims all warranties, whether statutory, express, implied, oral or written, including all warranties of merchantability, non-infringement or fitness for a particular purpose, unless the same are explicitly confirmed by Coins.ph in writing.

14.5 NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGE OR LOSS SUFFERED OR INCURRED BY THE OTHER PARTY, REGARDLESS OF THE FORM OF ACTION, OR ANY LOSS OF REVENUE, PROFITS OR BUSINESS, ANTICIPATED SAVINGS, OR THE INCURRING OF LIABILITY FOR LOSS OR DAMAGE OF ANY NATURE WHATSOEVER SUFFERED BY THIRD PARTIES, ALL WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF WHETHER THE PARTIES KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF THE LOSS, INJURY OR DAMAGE IN QUESTION.

15. Confidentiality

15.1 All information, regardless of form or medium, relating to or disclosed by either Party, its affiliates, subsidiaries, and parent companies (“Confidential Information”), shall be kept confidential. The Parties shall exercise at least a reasonable degree of care to prevent its disclosure to others, except to the Parties’ directors, employees, agents, and consultants involved in the business transaction, who may have access to Confidential Information on a need-to-know basis and on the condition that said recipient representatives are bound by similar confidentiality obligations. The confidentiality obligations under this agreement do not extend to information that is: (a) publicly known; (b) learned, discovered, or created by either Party through legitimate means before disclosure by the other Party; or (c) expressly allowed, through written consent, by the disclosing Party to be made public or shared to a third party. As Confidential Information includes information pertaining to an identified or identifiable individual, the Parties undertake to comply with all applicable laws and regulations on data privacy and protection.

15.2 All Confidential Information shall remain exclusively owned by the Party disclosing it. Neither this agreement nor the supply of any information grants the receiving Party any license, interest or right in respect of any property and intellectual property rights. If the disclosing Party so requests, all Confidential Information including copies, extracts and related analyses or other documents using the Confidential Information shall be returned or destroyed.

15.3 The obligations in relation to Confidential Information shall remain in full force and effect during the term of this Agreement and shall survive the termination or expiration of this Agreement for five (5) years thereafter, except when the Confidential Information constitutes a trade secret which shall remain confidential in accordance with applicable law on trade secrets. Any breach of the obligations under this clause is considered a violation of this (terms and conditions) and entitles the injured Party to seek equitable relief, including injunctive relief and specific performance.

16. Notices

16.1 All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid courier service or by e-mail addressed to the intended recipient thereof at its address, e-mail address set out in the Term Sheet.

16.2 Any such notice, demand or communication shall be deemed to have been duly served (if given or made by e-mail) immediately provided that the sender's e-mail service does not indicate an error and the sender does not receive a notice that the e-mail has bounced back, or (if given or made by courier service) five (5) days after posting and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and submitted or upon actual receipt by the intended recipient.

17. Force Majeure

Coins.ph shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to – (a) act of God, fire, typhoon, earthquake, flood, or other natural disasters; (b) epidemic or pandemic; (c) explosion or accident; (d) strikes, labor troubles or other industrial disputes; (e) war (declared or undeclared), armed conflict, civil disturbance, embargoes, blockades, riots or insurrections; (f) any change in Applicable Law or action taken by a Governmental Authority.

18. Exclusivity

Unless otherwise provided in the Term Sheet, no exclusivity shall be implied by this Agreement.

19. Amendments

Except as provided in this Agreement, no modification, renewal, extension or waiver of any of the provisions of this Agreement or the Term Sheet shall be binding upon either Party unless made in writing and signed by the Parties, provided that, Coins.ph reserves the right to amend this Standard Terms at any time, provided further, that such amended Standard Terms shall be effective upon the Business Partner upon its publication on the Coins.ph website or on such other date as we provide.

20. Rule of Interpretation

The Standard Terms and Conditions for Business Customers, the Coins.ph Terms of Service, and the Term Sheet shall be interpreted in such a manner as to harmonize them with each other. In the event of ambiguity, the Term Sheet shall prevail over the Standard Terms and the Coins.ph Terms of Service.

21. Non-waiver of Rights

Failure by a Party to exercise or delay in exercising any of its rights shall not operate as a waiver or variation of that or any other such right, any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right.

22. Severability

If any provision of this Agreement shall be determined to be illegal, invalid, or unenforceable under any Applicable Law, such provision shall be deemed void and the remainder of this Agreement shall continue in full force and effect.

23. No Partnership

This Agreement shall not constitute a partnership, joint venture or an agency agreement between Coins.ph and Business Customer and neither Party shall be authorized to act for or represent the other except as specifically provided for in this Agreement.

24. Assignment

This Agreement may not be transferred or assigned without the prior written consent of both Parties, such consent not to be unreasonably withheld, provided that, each Party may, upon written notice to the other Party and without the consent of the other Party, transfer or otherwise assign this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control.

25. Governing Law and Dispute Resolution

This Agreement and any non-contractual obligations arising out of or in connection with it shall be exclusively governed by and construed in accordance with the laws of the Philippines and the parties hereby agree to submit any justifiable controversy to the exclusive jurisdiction of the proper courts of Pasig City, Philippines to the exclusion of all other venues.