Alipay Fund Transfer Terms and Conditions

These are the public-facing, non-confidential terms and conditions ("Terms and Condition") to the AUS Fund Transfer Service Contract entered into between you and AUS Merchant Services, Inc. (“AUS”) (together with the Service Application Form, the schedules and appendices, the “Agreement”).  Any references to schedules or appendices shall mean the applicable schedules or appendices in your Agreement.

Schedule A

DESCRIPTION OF SERVICES

1. Description of Services and Obligations of Parties.
   a. AUS Services. Subject to paragraph (b), AUS shall, based on instructions given by Company which are irrevocable (“Company Instruction(s)”), facilitate the disbursement of, the Relevant Funds to the Company’s Customers’ accounts maintained with World First Asia Limited in the Territory provided, however, that AUS’s obligations under your Agreement are owed only to Company and not to any other party (including Company’s Customers).

b. Provision of Relevant Funds by Company prior to Company Instruction. Company acknowledges and agrees that in order to provide the AUS Services described above:
i. Company shall transfer the Relevant Funds to the nominated bank account of AUS or any of its Affiliate designated by AUS under your Agreement;
ii. AUS shall only be required to disburse the Relevant Funds to the Company’s Customers after the full amount of the Relevant Funds has been transferred to AUS’s nominated bank account by the Company; and
iii. Company shall pay any relevant dealer, bank, interchange or similar transaction or account fees for transferring the Relevant Funds to AUS.

c. Sequence/Process of provision of Relevant Funds, Transaction/Order-level Information and Company Instruction:
i. Company shall comply with Clause 1(b) of Schedule A of your Agreement.
ii. Company shall initiate the funds transfer by ACH and send the Transaction/Order-level Information (as specified in Appendix 2) to AUS via the AUS Platform within two (2) Working Days of the time that Company transfers the Relevant Funds and in all cases the Transaction/Order-level Information must include the name(s) of Company's Customers and the amount of Relevant Funds to be disbursed by AUS to each Company's Customer.
iii. Together with sending the Transaction/Order-level Information, Company shall provide AUS with Company Instructions via email or the AUS Platform, for disbursement of Relevant Funds to the Company's Customer(s). Prior to doing so, Company shall ensure that the amount of funds instructed to be disbursed is not more or less than the order-level balance (and amount of Relevant funds) in relation to that Customer.
iv. AUS shall review the Transaction/Order-level Information for its internal risk management purposes, for the purposes of complying with its internal policies and as may be required by Applicable Law. The Company consents to AUS providing such Transaction /Order-level information to governmental agencies, regulatory authorities, courts of law and third party service providers as may be required under Applicable Law or regulations or by specific directions, orders or notices under Applicable law or for the purposes of enabling your Agreement.
v. AUS shall then update the Transaction/Order-level balance assigned to the relevant Customer(s).
vi. AUS Services with respect to disbursement of funds to the Company’s Customers shall be available to the Company 24 hours a day, except for planned and emergency downtime.

d. Disbursement Time. Provided that AUS and the relevant banks have reviewed and verified the Transaction Information provided by Company as reasonably requested by AUS, any Relevant Funds or the part thereof provided by the Company to AUS or any of its Affiliates as designated by AUS from time to time shall be transferred pursuant to the Company Instruction to the Company’s Customers’ accounts maintained with World First Asia Limited, within one (1) Working Day of the receipt of such Company Instruction.

e. AUS takes no responsibility for verifying Company Instruction. AUS may rely upon any Company Instructions which it believes in good faith to have been given by Company and AUS shall have no obligation hereunder to verify the authenticity of such Company Instruction.

f. Inaccurate, incomplete, outdated or cancelled Company Instructions, or recall of any Relevant Funds, is liability of Company. Subject to Applicable Law, Company shall bear all losses in relation to an inaccurate, incomplete, outdated, or cancelled Company Instruction, or recall of any Relevant Funds. AUS shall not be responsible for, and Company shall indemnify and fully reimburse AUS for, any loss occurring from:

i. transfer of the Relevant Funds by the Company to an incorrect bank account;
ii. disbursement to an incorrect account of Company’s Customer, disbursement of an incorrect amount to the Company’s Customer, or a failed disbursement - due to incorrect or incomplete Company Instruction; or
iii. any cancellation of Company Instructions or recall of Relevant Funds.

g. Limitations. Company agrees that AUS may, in its sole and absolute discretion, refuse to provide the AUS Services or process any Company Instruction, including where AUS reasonably believes that the acceptance of Company Instruction would be in contravention of any Applicable Law. AUS may refuse providing the AUS Services or suspend the AUS Services (in whole or in part) to Company if AUS determines, in its sole discretion, that providing such AUS Services to Company would cause AUS or any of its Affiliates to violate or potentially violate any Applicable Law or the internal policies of AUS or any of its Affiliates.

h. Use of AUS Services only permitted for Company’s Customers approved by AUS. AUS’s prior written consent shall be required before it provides AUS Services in respect of each Customer of the Company. Company shall ensure that the AUS Services is only used by the Company in connection with its Customer(s) and to the extent as approved by AUS.

i. No Rights of Company’s Customers against AUS. Consistent with clause 27 of Schedule B of your Agreement, no Company’s Customers shall have any rights against AUS under your Agreement or generally at law. Company’s Customers shall not (and Company shall ensure that Company’s Customers shall not) assert any claims under your Agreement against AUS in any circumstance. Company shall take full responsibility for all liabilities arising from any and all Company Instructions provided to AUS under your Agreement.

j. Downtime. AUS Platform is subject to maintenance, repairs, inspections, modifications and improvements, during which the AUS Services may not be available.

k. Third Party Failure. AUS is not responsible or liable to the Company, the Company’s Affiliate or the Company’s Customer for the performance or non-performance by any third party (including but not limited to dealers, payment processing entities or banks) relevant to the execution by AUS of the Company Instructions.

l. The Company shall ensure that:

i. it retains Transaction Information for every Transaction undertaken under your Agreement, for a period of 5 years or as required by Applicable Law, whichever is longer;
ii. maintains a reliable system to retrieve Transaction Information to AUS upon request (as may be required by AUS to meet is regulatory obligations or directions to it by law enforcement agencies);
iii. upon request by AUS, provide such Transaction Information has specified within five(5) Working Days of receipt of AUS's request, in accordance with applicable laws and regulations and cooperate with AUS to provide any additional information as may be requested by AUS's or its Affiliate’s bank(s), including but not limited to name of the products, country of origin,
contract date of the agreement between the Company and Customer, disbursement evidence, the website(s) of the Customers’ online shops.

m. Fees. All transaction costs and fees (including bank fees or charges, fees or charges of the intermediaries (including correspondent banks) incurred in relation to any failure of fund transfer or disbursement to the Customers, which will be deducted from the funds to be retuned) associated with the provision of the AUS Services shall be borne by the Company.

2. Service Fee
   Company shall pay the service fee in accordance with the terms as set forth in the Appendix 1.

3. Currencies
   a. Any Transaction initiated by the Company shall be denominated in, and the Relevant Funds shall be transferred from the Company to AUS, or any of its Affiliates as designated by AUS from time to time, in USD.

b. Any disbursement of the Relevant Funds by AUS to the Company’s Customer(s) shall be in USD.

Schedule B

AUS SERVICES TERMS AND CONDITIONS

1. Definitions. Capitalized terms not defined in this Schedule B shall have the meaning given to them in your Agreement including those set out in Schedule C of your Agreement, unless the context requires otherwise.

2. AUS Services. AUS shall provide Company certain service as described in Schedule A. Each of AUS and the Company (which shall also ensure each Customer) shall perform and comply with its respective responsibilities set forth in your Agreement.

3. Fees. In consideration for AUS providing the AUS Services to Company in accordance with the terms clause 1 of your Agreement, Company shall pay AUS the Service Fee as set forth in Appendix 1 and other fees or charges as set out in Schedule A of your Agreement. Notwithstanding Schedule A and Appendix 1, AUS may adjust such fees upon thirty (30) days prior written notice and in the event Company does not agree to such adjusted fees, AUS may terminate your Agreement upon thirty (30) days prior written notice.

4. Representations and Warranties. Each Party makes each of the following representations and warranties to the other Party, and acknowledges that such other Party is relying on these representations and warranties in entering into your Agreement.

A. Authorization. The Party represents and warrants the following:

(i) it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;

(ii) it is properly registered to do business in all jurisdictions in which it carries on business;

(iii) it has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business; and

(iv) it has the corporate power, authority and legal right to execute and perform your Agreement and to carry out the transactions and its obligations contemplated by your Agreement.

B. Validity. Each Party represents and warrants that once duly executed by the Party your Agreement shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms.

Except as otherwise stated in your Agreement, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the Party in order to enter into your Agreement and perform its obligations.

C. No Conflicts. Each Party represents and warrants that (a) the execution of your Agreement, nor (b) the consummation by the Party of your Agreement shall
(i) conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of such Party or (ii) breach any obligations of such Party under any contract to which it is a party or (ii) violate any Applicable Law.

D. Litigation. Each Party represents and warrants that there is no litigation, proceeding or investigation of any nature pending or, to the Party’s knowledge, threatened against or affecting the Party or any of its Affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under your Agreement.

E. Sanctions. The Company represents that it and/or the Company’s Affiliate(s) and/or the Company's Customer, has policies and procedures in place to ensure that none of the transactions involve persons that are: (i) designated by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”) on the list of Specially Designated Nationals and Blocked Persons ("SDN List”) or other OFAC sanctions lists, or are on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, or the Ministry of Public Security of the People’s Republic of China or the Ministry of Commerce of the People’s Republic of China; (ii) 50% or more owned by one or more persons identified on the SDN List; or (iii) located in any of the following countries or regions: Cuba, Iran, the Crimea, Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) regions of Ukraine, North Korea and Syria. The Company represents that it complies with such policies and procedures.

5. Compliance with Law.

A. General. Each Party shall comply with any Applicable Law in connection with the operation of its business and performance of its obligations under your Agreement. Company shall at its own cost, keep such records and do such things as are reasonably necessary to ensure that AUS 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.

B. AML Requirements. Company shall comply with all Applicable Law on anti-money laundering, counter- terrorism financing and sanctions (together “AML”) and any reasonable instructions given to Company by AUS with respect to AML compliance ("AML Obligations"). Company shall fully cooperate with AUS’s reasonable due diligence (on site or in writing) of Company’s AML policies and procedures, whether required by Applicable Law or otherwise, including but not limited to merchant management, merchant due diligence, sanctions and politically exposed people review, transactions monitoring and recordkeeping. Specifically,

(a) To the extent permitted by Applicable Laws, AUS and the Company shall cooperate with each other, partner banks and partner institutions to make inquiries and respond to inquiries of relevant transactions pursuant to Applicable Laws, including but not limited to providing the identification information, transaction information, purpose of the transaction and other information related to the transactions (to the extent permitted or requested by Applicable Laws). The recipient of the information should keep confidential the information and materials provided by the disclosing party and shall not disclose to any other entities or person unless requested by Applicable Law or relevant government authorities.

(b) The Company shall fulfil the AML Obligations and comply with Applicable Law and collect and save the necessary information of the Company’s Customers to comply with local requirements. The Parties cannot

(i) provide services to or conduct transactions with Company's Customers whose identification is not clear; or

(ii) intentionally modify or hide the information to avoid compliance requirements such as AML and sanctions.

(c) Each Party may take necessary AML measures including termination of services and setting transaction limitations if the relevant transactions are suspected of money laundering, violation of sanction compliance, terrorism financing or other illegal and criminal activities.

C. Limitation and Reporting. In accordance with its AML, anti-fraud, and other compliance and security policies and procedures, AUS may impose reasonable limitations and controls on Company’s ability to utilize the AUS Services. Such limitations may include but are not limited to rejecting Payments and/or suspending/restricting any AUS Services with respect to certain Customers. AUS may, for the purposes of complying with relevant suspicious transaction reporting and tipping-off requirements under Applicable Law, report suspicious transactions to the relevant authorities without informing Company.

6. Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED, AUS DISCLAIMS ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, COMMON LAW OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, LICENSEABILITY, DATA ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND USE OF REASONABLE SKILL AND CARE OR THAT THE AUS SERVICES, THE AUS PLATFORM OR ANY APPLICATION, WEBSITE, PRODUCT PROVIDED OR USED IN CONNECTION WITH THE AUS SERVICES WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION.

7. Indemnification.

7.1. General Indemnity from Company. Subject to clause 8 (Limitation of Liability), Company shall at all times, whether during or after the term of your Agreement, indemnify and keep indemnified AUS and its Affiliates (the “AUS indemnified Party”) against any claims or demands brought or established against the AUS indemnified Party, or any losses, awards, penalties, damages, or expenses sustained by the AUS, arising out of or in connection with:

7.1.1. any death or personal injury arising from gross negligence, to the extent caused by any act or omission of the Company;

7.1.2. breach of Applicable Law by the Company;

7.1.3. dishonesty, fraud or fraudulent misrepresentation by the Company;

7.1.4. any breach of clause 1(f) of Schedule A, clauses 10 (Data Privacy) or 12 (Confidentiality) of this Schedule B by the Company; or

7.1.5. any incorrect, inaccurate, outdated or otherwise deficient Customer Due Diligence Information.

7.2. General Indemnity from AUS. Subject to clause 8 (Limitation of Liability), AUS shall at all times, whether during or after the term of your Agreement, indemnify and keep indemnified Company and its Affiliates (the “Company indemnified Party”) against any claims or
demands brought or established against the Company indemnified Party, or any losses, awards, penalties, damages, or expenses sustained by the Company indemnified Party, arising out of or in connection with:

7.2.1. any death or personal injury arising from gross negligence, to the extent caused by any act or omission of AUS;

7.2.2. breach of Applicable Law by AUS;

7.2.3. dishonesty, fraud or fraudulent misrepresentation by AUS;

7.2.4. any breach of clauses 10 (Data Privacy) or 12 (Confidentiality) of this Schedule B by AUS.

7.3. IP Indemnity. Subject to clause 8 (Limitation of Liability), each Party (each a Liable Party) shall indemnify and keep indemnified the other Party and its Affiliates (the Non-Liable Parties and each a Non-Liable Party) against any losses, awards, penalties, damages or expenses sustained by the Non-Liable Parties arising out of claims or demands brought or established against the Non-Liable Party by a third party that the use of any materials made available by the Liable Party to the Non-Liable Party infringes the Intellectual Property rights of that third party, provided always that this indemnity shall not apply to: (i) an infringement of Intellectual Property rights which arise from the use of the relevant materials by the Non-Liable Party prior to your Agreement or other than in accordance with your Agreement or the Liable Party’s prior written instructions; (ii) any adaptation, modification or enhancement made to the relevant material by the Non-Liable Party without the Liable Party’s prior consent; or (iii) arises as a result of the Non-Liable Party using products or services not supplied by the Liable Party in combination with or in conjunction with relevant materials made available by the Liable Party .

7.4. Third Party IP Claim. If a third party makes a claim that any material made available to the Company or AUS infringes any Intellectual Property rights of that third party (Third Party IP Claim), then:

7.4.1. the Non-Liable Party must notify the Liable Party in writing as soon as reasonably practicable after becoming aware of the Third Party IP Claim and provide details of the Third Party IP Claim that the Non-Liable Party has in its possession and keep the Liable Party informed of any developments relating to the Third Party IP Claim; the Non-Liable Party must, at the Liable Party’s cost, promptly provide all assistance reasonably requested by the Liable Party in relation to the Third Party IP Claim;

7.4.2. the Non-Liable Party must take all reasonable steps to mitigate the amount of any loss in connection with the Third Party IP Claim;

7.4.3. the Liable Party shall have sole control of the defense or settlement of the Third Party IP Claim and any related settlement negotiations; and

7.4.4. if the Liable Party allows the Non-Liable Party to defend the Third Party IP Claim, the Non- Liable Party must follow the Liable Party’s reasonable instructions in relation to such defense and must not settle the Third Party IP Claim without the Liable Party’s prior written consent.

8. Refunds. Subject to Applicable Law, any refund of a payment sent to a Company's Customer by Company in accordance with Company's instruction shall be at the sole discretion of AUS. Company agrees and acknowledges that, notwithstanding any other provision hereof, in the event that AUS is unable or elects not to reverse a payment, Company shall be solely responsible for recovering any payment directly from the improperly paid party.

9. Limitation of Liability.

(a) To the extent permitted under Applicable Law, under no circumstances shall either Party (or their respective Affiliates) be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits (whether direct or indirect), indirect, incidental, special, consequential or exemplary loss or punitive damages, each of which is excluded by agreement of the Parties regardless of whether such losses and/or damages were foreseeable or whether the other Party had been advised of the possibility of such damages.

(b) To the extent permitted by law, AUS shall have no liability whatsoever for any claim of loss, cost, expense, damage or liability arising out of or relating to any system failure of any third party (including but not limited to dealers, payment processing entities or banks), regardless of whether such claim is based on contract, tort, strict liability or any other theory. AUS shall have no liability whatsoever for any claim of loss, cost, expense, damage or liability arising out of or relating to any data transmission error, loss, interruption or delay arising from the Company or any such third person’s system, regardless of whether such claim is based on contract, tort, strict liability or any other theory.

(c) To the extent permitted under Applicable Law, AUS shall have no liability to the Company (or its respective Affiliates) for any loss or damage suffered by the Company as a result of any delay in delivery or non-delivery of payments which results from the lack of complete and accurate payment information.

(d) Notwithstanding anything in your Agreement to the contrary and to the maximum extent permitted under Applicable Law, the maximum cumulative liability of a Party to the other Party, including for claims, expenses, damages or indemnity obligations under or in connection with your Agreement or the AUS Services, excluding breaches of clause 12 (Confidentiality) of this Schedule B, shall not exceed USD$500,000.

10. Intellectual Property.

10.1. AUS License to Company. AUS owns or has been granted the appropriate licenses by the relevant owner to use, all right, title and interest in and to the AUS Services and the Alipay branding and logo, including the rights to all related Intellectual Property. Subject to the terms of your Agreement and, as the case may be, any agreement between AUS and the owner of the relevant Intellectual Property, AUS hereby grants Company during the term of your Agreement, a license to use the relevant Intellectual Property in the AUS Services, the AUS Platform and the Alipay branding and logo (it owns or is entitled to use) solely for the purpose of using the AUS Services in accordance with your Agreement provided that materials bearing the Alipay branding and logo are approved by AUS before publication. Such license is non-exclusive, non-sublicensable and non-transferrable, and may be modified or revoked by AUS in writing at any time during the term of your Agreement. The Company shall only use Alipay branding and logo in accordance with any branding and marketing guidelines that may be provided by AUS from time to time. Company agrees that the licenses granted under this Clause 9 and the Company's use of such Intellectual Property under your Agreement shall 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 your Agreement.
Company License to AUS. During the term of your Agreement for the limited purposes of performing the obligations set forth in your Agreement and subject to the terms of your Agreement, Company grants to AUS a non- exclusive, sub-licensable, 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 AUS to perform its obligations contemplated by your Agreement and to refer to the name of Company in the public announcement as one of the partners using the AUS Services. Company represents and warrants to AUS that it has obtained all necessary authorities, permissions, approvals, and licenses to license the Company IP to AUS and that the Company IP does not infringe the Intellectual Property of any third party.

11. Data privacy. Company shall be solely responsible, where applicable, for obtaining any necessary consent for the collection, use, disclosure and transfer of Personal Information. Each Party shall take all commercially reasonable endeavors to ensure that the Personal Information is protected against misuse and loss, or unauthorized access, modification or disclosure and shall 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 your Agreement. Pursuant to applicable laws and regulations, AUS may transfer Transaction data, including Personal Information, to any of its Affiliates that have been delegated any of its obligations under your Agreement when the transfer is deemed necessary by AUS for performing its obligations under your Agreement.

12. Taxes.

12.1 To the extent permitted by Applicable Law, all Taxes arising from or in connection with all payments between AUS and Company under your Agreement shall be for the account of and liability of Company, unless agreed otherwise in writing by the Parties.

12.2 For the avoidance of doubt, (i) all amounts payable by Company to AUS under your Agreement are exclusive of any Taxes imposed by the relevant taxation authority of applicable jurisdictions to which Company is subject which shall be for the account of Company; and (ii) any Taxes imposed by the relevant taxation authority of applicable jurisdictions to which Company is subject, including without limitation value added tax or other Taxes of similar nature, arising out of or in connection with any Transaction or your Agreement, shall be for the account of Company.

12.3 Each Party shall be responsible for any and all Excluded Taxes that it is liable for under Applicable Law.

12.4 Where a Party is required under Applicable Law relating to tax to fulfil its tax obligations, including but not limited to common reporting standard, imposed by any taxation authority, the other Party shall promptly provide information and documents as requested by that Party to the extent permitted by Applicable Law.

12.5 Nothing contained in your Agreement is intended to result in one Party assisting the other Party to evade any Taxes in the applicable jurisdictions to which the other Party is subject.

13. 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 your Agreement. Neither Party shall disclose such Confidential Information to any third party except to perform its obligations under your Agreement or as required by Applicable Law or government authorities, and in each case, the disclosing Party shall, to the extent permitted under Applicable Law, give the other Party prior written notice of such disclosure. Upon termination of your Agreement or at the written request of the other Party, each Party shall 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 your Agreement, provided that such retained Confidential Information shall 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 your 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 AUS, the interface technologies, security protocol and certificate to any other website or enterprise provided by AUS).

14. Publicity. Neither Party shall issue any press release or make any public announcement pertaining to your Agreement without the prior written consent of the other Party unless required by Applicable Law binding the Party. Notwithstanding the foregoing, the Company agrees that AUS may make statements about AUS’s business or about AUS Services in general in or outside of the Territory, including but not limited to identifying Company as a business partner using AUS Services or making reference publicly to Company’s name, logo, trademarks or a general description of Company’s cooperation with AUS for business development purpose.

15. Notice. All business correspondence in relation to the business as usual operation of the AUS Services and amendment of any matters listed in the Service Application Form (other than in respect of notification of a change of Company legal name) shall: (i) in the case of notice being provided by AUS, be addressed to Company Alipay ID; and (ii) in the case of notice being provided by the Company be sent to Globalremittance@service.alipay.com and sent via Company’s email address registered under the Company Alipay ID. Other than the foregoing, all notices and other communications given in connection with your Agreement (including changing any terms of your Agreement and, in the case of the Company, notification of a change of Company legal name) shall be in writing, in English and shall be sent either by express courier or facsimile to the contact details and address provided by the Parties in the Service Application Form. Notice shall be deemed to have been received: (i) if sent by express courier, at the time the courier records delivery; and (ii) if sent by facsimile machine, at the time of successful transmission by the sending Party. Notice given in any other manner shall not be deemed to have been received unless acknowledged in writing by the Party receiving the notice. Notwithstanding the foregoing, the Parties agree that email (including email with electronic signature blocks containing the sender’s name) shall not constitute valid service of notice to either (i) amend your Agreement; or (ii) notify the receiving Party of any matter which shall or may have legal consequences for the receiving Party.

16. Variation. No variation of your Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives). For the avoidance of the doubt the Parties may not vary the terms of your Agreement via email (including email with electronic signature blocks containing the sender’s name).

17. Term and Termination.

A. General. The term of your Agreement shall be for a period of two (2) years from the Effective Date (the “Initial Term”). Your Agreement shall renew automatically for successive one-year terms (each, a “Renewal Term”) unless it is terminated by Company or AUS with 30 days’ notice prior to the end of the then-current Term.

B. Cause. AUS may terminate or suspend the AUS Services (in part or in whole) without notice to Company if AUS reasonably suspects that Company has breached or defaulted under any term of your Agreement. The Company may terminate your Agreement immediately upon notice being given by the Company to AUS for material breach of your Agreement by AUS if such material breach is curable but not cured within 30 days of notice being given by the Company to AUS. For the purposes of your Agreement, if AUS becomes subject to bankruptcy, insolvency, reorganization, winding up or similar dissolution procedures, such occurrence shall be deemed a material breach by AUS of your Agreement.

C. AUS Compliance. Notwithstanding any other provision of your Agreement, AUS may terminate or suspend your Agreement, in part or in whole, immediately, if AUS determines, in its sole discretion, that compliance with your Agreement would cause AUS or any of its Affiliates to violate or potentially violate any Applicable Law to which AUS or any of its Affiliates is or becomes subject to.

D. For Convenience. AUS may terminate your Agreement without cause on giving 30 days’ notice to Company.

E. Survival. Upon termination of your Agreement, the respective obligations of the Parties set out in your Agreement shall cease other than obligations and rights of the Parties under Clauses 9, 10, 12, 13, 14, 15 and 18 of this Schedule and those provisions which by their terms are intended to survive any termination (including payment obligations already accrued). Any amounts due and payable under Clause 3 of this Schedule shall survive termination and continue to be due and until such amounts are paid in full by Company.

18. No Agency. Each Party confirms that it is entering into your Agreement in its own capacity for its own account and is not acting as a nominee or agent of any other third party.

19. Force Majeure. No Party, its Affiliates or agents shall be held liable for any default, delay or failure in performing its obligations under your Agreement resulting directly or indirectly from acts of nature, forces or causes beyond such Party’s, its Affiliates’ or agents’ reasonable control, including without limitation, (i) fire, flood, element of nature or other act of God, (ii) outbreak or escalation of hostilities, war, riot or civil disorder, or act of terrorism; (iii) internet failure, computer, telecommunications, electrical power failure or any other equipment failure;  (iv) malfunctions of communications facilities or systems beyond AUS's reasonable control or anticipation; (v) labor dispute (whether or not employees’ demands are reasonable or within the Party’s power to satisfy), (vi) act or omission of a government authority prohibiting or impeding the affected Party (or its Affiliates or agents) from performing its obligations under your Agreement, including order of a domestic or foreign court or tribunal, governmental restriction, sanctions, restriction on foreign exchange controls, etc. (vii) acts or omissions of a government agency prohibiting or impeding the affected entity (or its Affiliates or representatives) from performing its obligations under your Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc or (viii) the nonperformance by a third party for any similar cause beyond the reasonable control of the Party (collectively, a “Force Majeure Event”). If a Force Majeure Event occurs, the non-performing Party shall be excused from any further performance of the obligations affected by the event only for as long as the Force Majeure Event continues and only to the extent of such Force Majeure Event and the Party continues to use commercially reasonable efforts to resume performance.

20. Governing Law/Dispute Resolution.

20.1. Except as otherwise required by Applicable Law, your Agreement and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles.

20.2. Arbitration Procedures. All claims relating to or arising out of your Agreement shall be resolved through arbitration. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect. The number of arbitrators shall be three (3). Each Party shall appoint one arbitrator, and the two arbitrators so appointed by the Parties shall then select the third arbitrator, who shall serve as chair of the tribunal. The arbitration will be held in San Francisco, California, or any other location we agree to.

20.3. Arbitration Fees. The AAA rules will govern payment of all arbitration fees.

21. Costs and Expenses. Except as expressly set forth in your Agreement, each Party shall be solely responsible for all costs and expenses incurred by it in connection with providing or receiving the AUS Services.

22. Entire Agreement. Your Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous agreements and understandings.

23. Assignment. Your Agreement and the rights and obligations of Company under your Agreement may not be assigned, transferred, subcontracted or delegated by Company, by operation of law or otherwise. AUS, in its discretion, may assign or transfer your Agreement or any of AUS’s rights and obligations under your Agreement to any AUS Affiliate, or to any third party.

24. No Implied Waiver. The waiver by either Party of a breach or default of any provision of your Agreement by the other Party, or the failure on the part of either Party to exercise any right or privilege shall not be construed as a waiver of any subsequent breach or default by the other Party, or as a waiver of any such provision, right, or privilege.

25. Relationship. Nothing contained in your Agreement shall be construed as creating a joint venture, partnership, agency, fiduciary or employment relationship among or between the Parties.

26. Severability. If any provision of your Agreement is not enforceable, the remaining provisions remain valid and   enforceable.

27. Participation of AUS’s Affiliates & other. To the extent permitted by the Applicable Law, AUS may delegate or sub-contract any or all of its obligations under your Agreement to any of its Affiliates, agents or service providers, provided that AUS remains responsible to Company for the performance of its obligations under your Agreement.

28. Third Party Rights. A person who is not a party to your Agreement (including but not limited to the Company’s Customers) has no rights under the Contracts (Rights of Third Parties) Ordinance (or any equivalent legislation under Applicable Law) to enforce any term of your Agreement save that the obligations of the Company under your Agreement are owed to AUS's Affiliates each of whom may enforce the terms of your Agreement against the Company.

29. Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the relevant section.

30. Language. Your Agreement has been prepared in English. In the event of any inconsistency between the original English version and any translation, the English version shall prevail to the extent of any inconsistency.

Schedule C

DEFINITIONS