HKIPG Merchant Appointment and Services Agreement

Hong Kong International Ltd. (HK-214541) (“HKIPG”, “we”, “us”, “our”) is a company incorporated in and under the Law of Taiwan. HKIPG appoints Merchants (as defined hereunder) and provide the Platform (as defined hereunder) and HKIPG Services (as defined hereunder) to facilitate the payment of the purchase of goods and services between the Merchant and the Purchasers (as defined hereunder).

Please read these terms and conditions carefully before proceeding with our website www.hkipg.com (“Website”) and with your application to become a Merchant and to access the Platform and HKIPG Services.

1. Your Agreement

This Agreement represents the legal document that sets out the basis and terms upon which :-

(a) you may access and use the Website;

(b) HKIPG appoints you as a Merchant (“Appointment”);

This Agreement also contains disclaimers and other provisions that limit our liability to you.

Please read the terms of this Agreement carefully before proceeding with the registration process. By clicking on the ‘I Agree’ checkbox on the registration page you have acknowledged the Appointment and have accepted that access to the Platform and HKIPG Services are governed by the terms and conditions set forth below.

Unless amended in accordance with the terms hereunder, the terms and conditions of this Agreement constitute the entire and only agreement between you and HKIPG and supersedes all other agreements, representations, warranties and understandings with respect to the Appointment, access to the Platform and HKIPG Services and other matters contained herein.

If you are applying to become a Merchant and to access the Platform and HKIPG Services on behalf of any entity, you represent and warrant that you are authorised to accept the terms and conditions of this Agreement on such entity’s behalf and that such entity agrees to be liable to HKIPG for violations of this Agreement.

If you do not accept these terms and conditions you may proceed to cancel your application to become a Merchant and to exit the Website.

If you are a Merchant and at any time you disagree with the terms and conditions contained in this Agreement, you may terminate your use of the Platform and HKIPG Services as set out herein.

HKIPG reserves the right to change the terms and conditions of this Agreement

at any time without prior notice. We will post the amendments or a revised version on the Website. The amendments or revised version (as the case may be) will be effective at the time we post it on the Website unless otherwise noted.

In particular, notice will not be provided where a change relates to the addition of a new service, extra functionality to the existing HKIPG Services or any other change which we believe in our reasonable opinion neither reduce your rights nor increase your responsibilities.

By continuing to use the Platform and HKIPG Services after any changes to this Agreement, you will be deemed to have accepted and agreed to abide and be bound by those changes. If you do not agree with any changes to this Agreement, you may terminate your use of the Platform and HKIPG Services as set out herein. While you may terminate your use of the Platform and HKIPG Services in such situation without charge, please note that you may still be liable to us for any liabilities you may have incurred and are responsible for prior to terminating this Agreement.

HKIPG is not a party to your transactions with the purchaser of your goods and/or services. Those terms will solely be between you and the said purchasers.

2. Definitions

Capitalized terms, unless otherwise defined, have the meaning specified below:-

“Agreement” means this HKIPG Merchant Appointment and Services Agreement, including all exhibits and other agreements and documents incorporated herein.

“Appointment” means your appointment as a Merchant pursuant to the terms of this Agreement;

“Affiliate” means any related or associate person or company of HKIPG, including our successors, assigns, employees and agents;

“API” refers to a technology that allows the Platform and HKIPG Services to communicate with other systems or services, enabling the Merchant to integrate the Platform and HKIPG Services into their websites or applications and perform various function, including, to access and utilise the Platform and HKIPG Services;

“Association Rules” means the applicable obligations, rules and guidelines issued by Visa USA, Europe, Asia Pacific, Canada and other Visa regions, MasterCard International Incorporated, American Express Company or other applicable Card Associations, including, without limitation, the Visa Cardholder Information Security Program (CISP), Visa Account Information Security Program (AISP), the MasterCard Site Data Protection Program and PCI DSS;

“Bank Account” means the bank account that you specify to receive your Settlements.

“Business Day” means any day (excluding Saturdays, Sundays, federal holidays, and special holidays where we declare our office as closed) on which banks in Taipei, Taiwan are open for business.

“Calendar Day” means any day shown on the calendar beginning at 00:00hrs and ending at 23:59hrs, including Saturdays, Sundays, federal holidays, and special holidays.

“Card Association” means a company or group of financial institutions which promulgates rules to govern Card Transactions via cards and payment networks that carry the company’s or the group’s brand;

“Card Transaction” means a payment made using a credit or debit card, an American Express card, or any other payment method using a physical data-carrying item intended to be held in the payor’s possession as allowed using the Platform and HKIPG Services.

“Charges” means all service charges, fees, costs, administrative charges, Taxes and other fees to be paid by you for or relating to the Appointment, Transaction and use of the Platform and HKIPG Services, including but not limited to any charges and fees charged by Financial Institution and subscription charges for use of the Platform and HKIPG Services, Transaction fees, withdrawal fees, and other applicable charges as determined by us at our sole discretion;

“Chargeback” means a dispute initiated by the Purchaser with the Card Association or other Financial Institution for the return of funds for an existing Transaction. The Chargeback process is governed by the applicable Financial Institution, Association Rules or other rules and may result in the funds being returned to the Purchaser, deducted from your Bank Account and accompanied by fees or penalties;

“Financial Institution” means licensed banks, Card Associations, and any organisation that is duly licensed or authorised under applicable laws and regulations to provide payment-related services and is engaged by HKIPG for the fulfilment of payments for Transactions under or pursuant to the HKIPG Services.

“Merchant” means the party registered pursuant to this Agreement to accept Transactions using the Platform and HKIPG Services;

“Reversal” means any payment that HKIPG reverses to your Purchaser;

“PCI DSS” means the Payment Card Industry Data Security Standard, the specifications prescribed by Card Associations to ensure the data security of Card Transactions;

“Platform” means any or all of the Website, mobile applications, machines, APIs developed and/or acquired by HKIPG, which allow Merchant to access and utilise the HKIPG Services. The Platform also includes other tools and resources that enable Merchant to integrate it into their own websites and applications for seamless payment processing;

“Purchaser” means any entity that receives products, services, goods or benefits from the Merchant as a result of or in connection with the use of the Platform and HKIPG Services;

“Recurring Billing/Payments” means the optional feature that, with the consent of the Purchaser, enables you to set up payments that recur at specified intervals and frequencies;

“Refund” means an instruction initiated by the Merchant to return funds to the Purchaser for an existing Transaction. The amount of the refund may include the original charged amount and any associated fees, such as Transaction fees or Chargeback fees.

“Regulatory Authority” means such authority which governs the provision of the Platform and HKIPG Services, its successors and/or assigns in any jurisdiction;

“Reimbursement” means the process of transferring funds from HKIPG or Financial Institution back to the Merchant’s Bank Account, typically due to a dispute resolution, or other similar circumstances. The amount of reimbursement may include the original charged amount and less any Charges;

“Security Codes” means IDs, passwords or other security codes that are issued to the Merchant by HKIPG or the Financial Institution.

“HKIPG Services” means the payment facilitator services and other services offered and provided by HKIPG to enable the Merchant to to accept credit cards, debit cards, FPX and other payment methods to receive payments, manage, and analyse Transactions, generate reports, and perform other financial transactions as part of their use of the Platform;

“Settlement” means the transfer of the nett amount of the Transaction to the Merchant, which comprises the Transaction amount minus the applicable Charges;

“Software” means the APIs, developer’s toolkit, and other software applications relating to the Platform and HKIPG Services;

“Taxes” means any and all taxes, goods and services tax, duties, levies and other similar charges imposed under any laws of Taiwan or in any jurisdiction where you are located or is residing in respect of the use of the Platform and HKIPG Services, pursuant to the Transactions and or on any Charges or payment due from or payable by you to us;

“Trademark” means the trademarks of HKIPG and Financial Institutions used to identify the Platform and HKIPG Services;

“Transaction” means the exchange of funds for goods or services between the Purchaser and the Merchant through the use of the Platform and HKIPG Services. This includes any related activities such as Refunds, disputes, Chargebacks and other similar transactions;

“Website” means the website www.hkipg.com or any other website set up by HKIPG in relation to the Platform and HKIPG Services;

“Withold” means an amount or percentage of your Settlement that we hold in order to protect against the risk of Chargebacks, or any other risk, exposure and/or potential liability to us related to your use of the Platform and HKIPG Services.

“you” or “your” when used in these terms and conditions includes (1) any person who registered to be a Merchant and to access the Platform and HKIPG Services and (2) anyone appearing to us to be acting with that person’s/entity’s authority or permission;

3. Registration, Appointment and Security

3.1 To be a Merchant you are to register via the Website. You will need to follow the registration process as reflected in the Website.

3.2 Only registered entities such as businesses (including Sole Proprietorship/Partnership/Private Limited Company/Public Limited Company/Unlimited Companies/Limited Liability Partnership/Business License for Sabah and Sarawak), bona fide organisations or societies, co-operative societies, and other eligible individuals, with a valid operational bank account inTaiwan, are eligible to apply for access and use of the Platform and HKIPG Services.

3.3 During the registration process you shall provide your accurate, complete and updated information, including but not limited to, the necessary registration information, such as business or trade name, physical address, email, phone number, business and/or tax identification number, URL, nature of business or activities, and any other required details. HKIPG may also request government-issued certificates or identification documents related to your identity or organisation formation or registration.

3.4 You are also to provide all the relevant documents in such form and format as we may direct you at any time prior to the confirmation of your Appointment.

3.5 You shall be responsible to provide us with correct and legitimate bank account details. HKIPG will not be liable for any losses resulting from incorrect bank account information provided by you.

3.6 By applying on the Website, the person providing the information and providing the relevant input shall be deemed to have the necessary authorisation to act on behalf of the business entity applying to be a Merchant and to access the Platform and HKIPG Services.

3.7 By proceeding with the registration process you represent and warrant that:

(a) you have been duly incorporated and validly existing under the laws of Taiwan;

(b) you have the power to enter and perform its obligations under this. Agreement and all authorisations, approvals and consents required to enter into this Agreement have been duly obtained;

(d) you are not aware of anything within your reasonable control which might or will adversely affect your ability to fulfil your obligations herein contained;

(e) this Agreement is binding and enforceable against you and no provision requiring your performance conflicts with your obligations under any other agreement or arrangement; and

3.8 Failure to provide complete and accurate information and documentation may result in a rejection of your application. In addition, failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your appointment as a Merchant and your access to the Platform and HKIPG Services.

3.9 You hereby authorise us, directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity, evaluate your creditworthiness and verify information that you have provided to us.

3.10 You hereby authorise us to obtain financial and credit information, such as pulling your personal credit report or the credit report for your directors, officers, and principals in processing your application to be a Merchant.

3.11 When requested, you are required to provide us with such written instructions and authorisation in accordance with any applicable law to obtain your personal and/or business data or your personal and/or credit report from a credit bureau.

3.12 In the event that we are unsuccessful in receiving satisfactory information for us to verify your identity or determine that you are creditworthy, we retain the right to reject your application to become a Merchant or, if you are a Merchant, we may terminate this Agreement with immediate effect and to cease to provide you access to the Platform and HKIPG Services.

3.13 We reserve the right to refuse your registration as a Merchant and access to the Platform and HKIPG Services at our sole discretion.

3.14 Your application will be reviewed for approval within Fourteen (14) Business Days of your submission for approval (subject to due diligence and background checks).

3.15 Once your registration has accepted by HKIPG, you will receive confirmation of your appointment from us by email.

4. Appointment

4.1 Once you are appointed to act as a Merchant, you will be granted a non- exclusive, non-transferable, revocable license to use the Platform and HKIPG Services.

4.2 API Access

(a) You are granted a non-exclusive, non-transferable, revocable license to use HKIPG or such other third party APIs for integrating your own applications with the Platform and HKIPG Services.

(b) You agree to comply with the documentation and guidelines related to the APIs as provided by HKIPG, as well as any applicable laws and regulations that govern the use of APIs.

(d) In connection with your use of the APIs, you are prohibited from doing any of the following:-

(i) selling, transferring, sublicensing, or disclosing your user ID to any third party (other than third party service providers);

(ii) selling, transferring, sublicensing, and/or assigning any interest in HKIPG confidential information accessed by the APIs;

(iii) collecting any Purchaser’s personally identifiable information that is accessed through the APIs without that Purchaser’s express permission; and

(iv) interfacing or connecting the Platform and HKIPG Services with any other computer software or system without the prior written approval of HKIPG.

(e) HKIPG shall have no responsibility or liability for the performance of the Platform and HKIPG Services, in the event that the Platform and HKIPG Services are not used in accordance with this Agreement or any instructions for use provided by HKIPG.

(f) You agree not to use the APIs licensed herein in any way that could harm, disable, overburden, or impair the Platform and HKIPG Services or interfere with any other party’s use of the licensed APIs.

(g) You agree not to use the licensed APIs to scrape, mine, or extract data or information from the Platform and HKIPG Services without prior written consent from HKIPG.

4.3 Security Codes

(a) You shall also be provided with identifying codes specific to you. The codes identify you and authenticate your messages and instructions to us.

(b) You acknowledge and agree that it is your sole responsibility for maintaining adequate security and control of any and all Security Codes and will restrict the use of, and access to, the Security Codes to your employees, agents or contractors as may be reasonably necessary to allow you to use the Platform and HKIPG Services.

(c) You must keep the Security Codes safe and protect them from disclosure to parties whom you have not authorised to act on your behalf in dealing with us. If you fail to protect the security of the Security Codes as advised, you must notify us as soon as possible, so that we or the Financial Institution (as the case may be) can cancel and re-issue the Security Codes.

(d) We or the Financial Institution (as the case may be) may also cancel and re-issue the Security Codes if we have reason to believe that your security has been compromised, and after notifying you whenever notice can reasonably be given.

(e) We may also revoke or terminate your access to the Platform and HKIPG Services if you share the Security Codes with any third party, or otherwise breach this Agreement.

(f) You will immediately terminate the access rights of any user who ceases to act in an authorised capacity on your behalf for any reason, including because of a change in employment status or in the event of theft, loss, or authorided disclosure or misuse of that Security Codes.

(g) You agree to notify us immediately upon learning of any unauthorised use of your Security Code.

(h) You shall be solely responsible for (i) updating your passwords for access to the Platform and HKIPG Services periodically, and (ii) creating passwords that are reasonably “strong” under the circumstances.

4.4 You acknowledge and grant HKIPG the right to review or re-verify your

account with HKIPG after your Appointment and Withold any received funds through the use of the Platform and HKIPG Services as collateral if HKIPG suspects or discovers you are involved in fraudulent, scam, phishing, money- laundering, terrorist financing, sanctions evasion, or any other activity that violates applicable laws or causes loss to any parties for a period of time that is equivalent to the reviewing process and the time period that provided by local authorities or the financial institution that involve with the fund.

4.4 You hereby authorise HKIPG to provide information regarding your business and Transactions to third-parties for the purpose of facilitating the acceptance and settlement of your Transactions and in connection with items, including Chargebacks, Refunds, disputes, adjustments, and other inquiries.

5. Merchant Representations, Warranties and Undertakings

5.1 You are responsible for all of your activities in connection with using the Website, Platform and HKIPG Services and you further represent, warrant and undertake to us that you shall not and shall ensure that no third party shall :-

(a) infringe or violate the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of HKIPG or any third party;

(b) violate any law, statute, ordinance or regulation;

(c) commit an act that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;

(d) impersonate any person or entity;

(e) conduct any fraudulent, abusive, or otherwise illegal activities which may be grounds for termination of your right to access the Website, Platform and HKIPG Services;

(f) violate the security of any network, any computer network or person or entity, crack passwords or security encryption codes;

(g) use the Website, Platform or HKIPG Services to spread a virus, trojan horse, worm, time bomb, or other harmful computer code, file or programme;

(h) access or attempt to access non-public data and information of or belonging to HKIPG;

(i) copy, reproduce, republish, upload, post, transmit, resell, or distribute any data, content or any part of the Website, Platform and HKIPG Services;

(k) work around any of the technical limitations of the Platform and HKIPG Services or enable functionality that is disabled or prohibited;

(l) reverse engineer or attempt to reverse engineer the Platform and the HKIPG Services;

(m) perform or attempt to perform any actions that would interfere with the normal operation of the Platform and the HKIPG Services or affect use of the Platform and the HKIPG Services;

(n) infringe the privacy rights, property rights, or other civil rights of any person;

(o) harass, abuse, threaten or otherwise infringe or violate the rights of HKIPG, Affiliates, the Purchasers or others;

(p) use technology or other means to access our computer network, unauthorised content or non-public spaces; or

(q) engage in or encourage others to engage in criminal or unlawful conduct or breach of this Agreement including misuse of the Platform and HKIPG Services for unlawful or unauthorised purposes.

5.2 You agree to comply with all applicable laws, rules, or regulations, including but not limited to the Association Rules and any laws or regulations to money laundering, fraud, terrorism, or any other criminal activity.

6. The Platform and HKIPG Services

6.1 By using the Platform and HKIPG Services, HKIPG permits you to directly use credit cards, debit cards, FPX and other payment methods to receive payments.

6.2 When displaying payment options, you must display the logos of HKIPG and the Financial Institutions with the size and prominence equal among themselves and among those of other payment methods. You must not display a preference for, nor discriminate against, one payment method over another.

6.3 The Platform and HKIPG Services may offer various payment options to the Merchant and Purchasers. Some payment options may only be available if the Merchant is eligible or registered to use the payment options. HKIPG reserves the right to add or remove any payment option at any time without prior notice.

6.4 The Merchant agrees to comply with any additional terms and conditions imposed by the third parties providing the payment options on the Platform and HKIPG Services.

6.5. High risk business activities are not allowed to apply additional payment options.

6.6 The additional payment options features will only be valid until the subscriptions expire.

6.7 Where the additional payment options features are provided by third party service providers :-

(a) If any violation of the terms of the additional payment option is found, the third-party service provider shall notify us to terminate your transactions under such additional payment option. The resulting consequences shall include, but are not limited to

(b) The third party service providers will process and monitor all and any of Transactions performed and processed under the particular additional payment options features;

(c) For Settlement directly to Merchants, within the Settlement days as may be determined by the third party service provider in its sole and absolute discretion.

(d) Any disputes or Chargebacks from Merchants in relation to the use of the particular additional payment options features will dealt with by the particular third party service provider.

6.8 We reserve the right to restrict or bar your access to the Platform and HKIPG Services for any reason including but not limited to, receipt of claims or allegations from third parties or authorities that you will be breaching any rules, regulations or laws if you are to proceed with the Transaction or for any reason whatsoever.

6.9 Donation services are not allowed.

6.10 The Merchant hereby agrees that HKIPG will not be responsible or liable

for any damages, losses, or expenses incurred by the Merchant or any third-party resulting from the use of the third party payment options.

6.11 If your website or system involves a marketplace model which includes you acquiring your own merchants to sell on your website, or your model involves you selling on behalf of other merchants, you will be subjected to our additional terms and conditions. Failing to notify or inform us will resulted in your access to the Platform and HKIPG Services to be suspended or deactivated.

6.12 If you are using the Recurring Billing/Payments feature, you agree that it is your responsibility to comply with Association Rules, and applicable law, including by capturing your Purchasers’ agreement to be billed on a recurring basis.

6.13 We will make Settlements to you for the Transactions by using secure payment mechanisms. However, in the absence of gross negligence on our part, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information relating to the Transaction at any time.

6.14 HKIPG utilizes a technology stack that includes proprietary software and third-party applications and services and operates the Platform and HKIPG Services by riding on services provided by third party payment processors, which allows the Merchant to process Transactions using the Platform and HKIPG Services. While HKIPG will make reasonable efforts to resolve any issues that arise with the third party payment processor, the Merchant agrees that HKIPG shall not be responsible for any damages or losses caused by any errors or delays in processing Transactions or from the use of its technology, servers, or infrastructure, including but not limited to any interruption or failure of the Platform and HKIPG Services to function as intended.

6.15 The Platform and HKIPG Services are hosted on servers and other infrastructure owned or operated by HKIPG or its third-party services providers. The Merchant acknowledges and agrees that HKIPG has the right to use and modify any technology, servers, or infrastructure used in connection with the Platform and HKIPG Services, including any data stored on such servers or infrastructure. The Merchant acknowledges and agrees that HKIPG is not responsible or liable for any damages or losses resulting.

6.16 Unless there has been fraud or manifest error on our part, each receipt issued by us is conclusive evidence against you of the accuracy and completeness stated in it.

6.17 HKIPG is not a remittance business or a money transfer service and we do not have any control over, and are not responsible or liable for, the products or services that are paid for using the Platform and HKIPG Services and cannot ensure that that the Purchasers will fulfil their obligation to make payment for the products or services purchased from you.

6.18 HKIPG is not a bank and the HKIPG Services are payment facilitator services rather than banking services and HKIPG is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent and custodian.

6.19 HKIPG will make best efforts to support the Merchant through its customer support channel, available every day, except on Public Holidays as gazetted for the Federal Territory of Taipei, which may have a different support schedule. Certain issues may require further checking, troubleshooting, or additional processes to be resolved, which may take longer than expected time. The Merchant acknowledges and agrees that HKIPG will use reasonable efforts to resolve issues in a timely manner but makes no guarantee or warranty regarding the time frame for issue resolution.

7. Merchant Responsibilities

7.1 You shall be responsible for your use of the Platform and the HKIPG Services and the goods and services you offered for sale. This would include not using or allowing the Platform and HKIPG Services to be used in any unlawful way or in a way that could give rise to civil or criminal liability.

7.2 You affirm that you are solely responsible for the nature and quality of the products or services you provide, as well as delivery, support, Refunds, Chargebacks, returns, and other ancillary services you offer to the Purchasers.

7.3 It is your responsibility to :-

(a) provide accurate and complete information to us, and inform us immediately if there are any changes to the information you gave us;

(b) pay all Charges even where there is any suspension, interruption or loss of the HKIPG Services;

(c) comply with all applicable laws, rules and regulations, and any requirements or restrictions which we may impose on the use of the Website, Platform and HKIPG Services;

(d) comply with all instructions, notices or directions issued by us;

(e) take all reasonable steps to prevent fraudulent, improper or illegal use of the Plaform and HKIPG Services; and

(f) abide by all copyright notices, trademark rules, information, and restrictions contained in the Website, Platform and HKIPG Services;

7.4 In connection with your use of the Platform and HKIPG Services you will not :-

(a) breach this Agreement or any other undertaking that you have agreed to with HKIPG;

(b) violate any law, statute, ordinance, or regulation;

(d) sell items / services that relates to transactions involving narcotics, steroids, certain controlled substances, or other products that present a risk to consumer safety, e.g., drug paraphernalia, prescription, and controlled medicines;

(e) operate business that encourage, promote, facilitate, or instruct others to engage in illegal activity, including violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime;

(f) sell tobacco, E-Liquids and E-Cigarettes product/service unless it is legal to be sold in the area that you are selling from and to the state/country you are selling to. Your place of business or website must have a disclaimer of item not sellable to buyers below 18 years old;

(g) sell items with content of sexually oriented materials or services;

(h) sell ammunition, firearms, or certain firearm parts or accessories, or certain weapons or knives regulated under any applicable law;

(i) operate a business that shows the personal information of third parties in violation of any applicable law, support pyramid or Ponzi schemes, matrix programmes, other “get rich quick” schemes or certain multi-level marketing programmes, associated with transactions of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card;

(j) sell traveller’s cheques or money orders, or involve in currency exchanges or cheque cashing businesses, involve in certain credit repair, debt settlement services, credit transactions or insurance activities, or involve in offering or receiving payments for the purpose of bribery or corruption;

(k) engage in potentially fraudulent or suspicious activity and/or transactions;

(l) refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;

(m) conduct your business or use the Platform and HKIPG Services in a manner that results in or may result in complaints, disputes, claims, Chargebacks, fees, fines, penalties and other liability to HKIPG, other Merchants, third parties or you;

(n) have a credit rating from a credit reporting agency that indicates a high level of risk associated with your use of the Platform and HKIPG Services;

(o) use the Platform and HKIPG Services in a manner that Visa, MasterCard and FPX or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of Card Association or network rules;

(p) disclose or distribute Purchasers or another Merchant’s Information to a third party or use the information for marketing purposes unless you receive the Purchaser’s or Merchant’s (as the case may be) express consent to do so;

(q) send unsolicited email to a Purchaser or use the Platform or HKIPG Services to collect payments for sending, or assisting in sending, unsolicited email to third parties;

(r) operate business in managing capital markets and services platform including digital currency, digital token and cryptocurrency;

(s) open and keep anonymous and fictitious named accounts without revealing the true identity of the owner;

(t) provide financial services to unlicensed or unauthorised banks or non- bank financial institutions;

(u) engage in transactions or relationship with other entities that provide financial services to unlicensed banks;

(v) open and keep accounts for any of unlicensed or unregulated remittance agents, exchange houses, Casa De Cambio, Bureaux de change or money transfer agents;

(w) open accounts with unlicensed or unregistered Virtual Asset Providers such as cryptocurrency exchanges;

(x) open accounts specifically disallowed by jurisdictions in which the entity operates, or where anonymity or lack of regulatory oversight pose enhanced risks;

7.5 You hereby agree not to use the Platform and HKIPG Services if you are a resident of a country embargoed by Taiwan or are a foreign person or entity blocked or denied by the Taiwan government. Unless otherwise explicitly stated, all materials under the Transactions are solely directed to individuals, companies, or other entities located in Taiwan.

7.6 We reserve the right to restrict or bar your access to the Platform and HKIPG Services for any reason including but not limited to, receipt of claims or allegations from third parties or authorities relating to the preceding representations, warranties or undertakings or if we are concerned that you may have breached any of the preceding representations, warranties or undertakings, or for no reason at all.

8. Charges

8.1 In consideration of HKIPG providing access to and use of the Platform and HKIPG Services to you, you agree to pay the Charges at the rates and manner stated in the Website or as agreed upon with HKIPG during the application process.

8.2 We shall deduct such Charges from the payment due from the purchaser to you pursuant to the Transaction using the Platform and HKIPG Services.

8.3 Unless we state otherwise, all Charges are payable in United States Dollar.

8.4 We reserve the right to change our rates for the Charges at any time, upon notice to you on the Website. Your use, or continued use, of the Platform and HKIPG Services following such notification constitutes your acceptance of any new or revised Charges.

8.5 You are responsible for all Taxes payable for the use of the Platform and HKIPG Services and pursuant to the Transactions and you shall pay, indemnify, and hold HKIPG harmless from any sales, use, excise, import or export, value- added, or similar tax or duty, and any other tax or duty not based on HKIPG income, and all government permit fees, customs fees and similar fees which HKIPG incur with respect to this Agreement.

9. Settlements

9.1 HKIPG shall be liable to provide the funds for the Settlement to Merchants in the event the Financial Institution or any other parties involved in the handling of such funds, fail to fulfil its Settlement obligations.

9.2 Subject to the terms of this Agreement, we will bank in into your Bank Account the Settlement. If the Settlement is not sufficient to cover any amounts due to us, you agree that we may set-off the applicable amounts against future Settlements.

9.3 HKIPG will make its best effort to do Settlements, Refunds and/or Reimbursements to the Merchant in a timely manner. The Merchant may access the current Settlement, Refund and Reimbursement period schedule on the Website or by contacting HKIPG directly. However, the Merchant acknowledges and agrees that HKIPG is not responsible for any delays or errors in Settlement, Refund or Reimbursement due to factors beyond the control of HKIPG, such as banking system downtime or errors, third-party payment processor delays or other unforeseeable circumstances.

9.4 The Merchant may be required to provide documents of proof for certain Transactions. Until all required documents have been submitted and approved by HKIPG, the Merchant will not be able to receive any Settlement, Refund or Reimbursement credited to the Bank Account. Any received funds transacted through the Platform and HKIPG Services will be held as collateral by HKIPG until the required documents have been reviewed and approved. It is the responsibility of the Merchant to ensure that all required information and documents are submitted in a timely manner.

10. Security and Fraud Control

10.1 The Merchant is responsible for confirming the legitimacy of Transactions initiated by the Purchasers and for any losses incurred due to fraudulent or erroneous Transactions.

10.2 HKIPG shall not responsible for any losses the Merchant or the Purchaser may incur due to lost or stolen payment credentials or accounts used for fraudulent Transactions, including any associated disputes. HKIPG may provide assistance in recovering lost funds, but the Merchant acknowledges that HKIPG is not liable nor responsible for any losses resulting from the use of lost or stolen credentials or unauthorized account access pursuant to the use of the Platform or HKIPG Services, unless such losses are caused by wilful or intentional actions of HKIPG.

10.3 Security Control

(a) HKIPG may take any action necessary to maintain the integrity and security of the Platform and HKIPG Services, or to prevent harm to the Merchant, the Purchasers, or other third parties.

(b) It is the Merchant’s responsibility to ensure the security of the Merchant’s data and the data of the Transactions and the Purchasers and you must comply with applicable laws and rules when handling or maintaining personal data.

10.4 Fraud Control

(a) HKIPG cannot and does not guarantee that the Merchant and/or the Purchasers will not become victims of fraud.

(b) The Merchant will review all security controls which HKIPG may suggest to protect against unauthorized Transactions.

10.5 We reserve the right to investigate complaints or reported violations of this Agreement or for alleged fraudulent or erroneous Transactions and to take any action we deem appropriate, including but not limited to declining any payments to be made for a Transaction, cancelling your access to the Platform and HKIPG Services, reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities.

11. Refunds, Chargeback and Witholds

11.1 You are liable for all claims, fees, penalties, expenses, fines and other liability we or any third party may incur caused by or arising out of :-

(a) a Chargebacks, Refunds, over-payment, payment error or other invalid payments;

(b) any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and

(c) any losses resulting from your failure to comply with the terms of this Agreement or your usage of the Platform and HKIPG Payment Services.

11.2 You are responsible for the events specified in the preceding paragraph regardless of how you use and configure your network and systems, including your fraud filtering technology and similar preventive tools (if any). Those tools can be useful in detecting fraud and avoiding payment failures, but they do not affect your responsibility and liability pursuant to this Agreement for Chargebacks, Refunds and payments which are otherwise invalidated.

11.3 Any instructions given by you in relation to your use of the Platform and HKIPG Services (whether verbal or in writing), once you have been authenticated will be relied on by HKIPG. HKIPG will not be liable for any loss or damage you or anyone else suffers where HKIPG acts on those instructions in good faith, unless it was proved that HKIPG was grossly negligent.

11.4 You agree to reimburse HKIPG, a Purchaser or a third party (as the case may be) for any and all such liability.

11.5 Refund Terms

(a) HKIPG will not initiate any Refund to the Purchaser without official instruction or authorisation from the Merchant.

(b) Purchaser can request a Refund at anytime based on the terms of the Transaction and, if Settlement has been made, the Merchant must pay the amount in advance to HKIPG for HKIPG to proceed with the Refund request

11.6 Chargeback Terms

(a) Chargebacks may be initiated for various reasons, including unauthorised transactions, fraudulent activities, or issues with the goods or services provided by the Merchant.

(b) HKIPG will not initiate any Chargeback to the Purchaser without official instruction or authorisation from the Purchaser’s Financial Institution and after HKIPG has done the compliance review on the Merchant or the Transactions that may be involved in the dispute.

(d) Chargeback timeline is between Forty Five (45) to Hundred Eighty (180) Calendar Days;

(e) The Merchant acknowledges that HKIPG shall be entitled to, on an ongoing basis, closely monitor the Chargeback performance of the Merchant.

(f) In the event HKIPG discovers that the Merchant has breached and violated any of the terms and conditions of this Agreement and any procedures and requirements as may be stipulated by HKIPG from time to time, HKIPG is entitled at its sole and absolute discretion to effect an immediate deduction from the Bank Account or Merchant’s other account with HKIPG for the total amount of the Chargeback claimed. If the Banking Account or such other account with HKIPG has insufficient funds, HKIPG shall have full recourse to recover by exercising its right to set-off or by raising a claim on the Merchant or by any other means as HKIPG shall deem fit, including, to deduct any sums from other Settlements or to Withhold amounts payable to the Merchant for Chargeback Witholds or similar purposes.

(h) A Chargeback fee will be imposed on the Merchant should the Merchant proceed to contest a Chargeback claim.

11.7 Withold Terms

(a) HKIPG, in its sole discretion, may place a Withold on a portion of your Settlements in the event that we believe that there is a high level of risk associated with your business or any or all of your Transactions or for any reasons specified in this Agreement.

(b) HKIPG determination may be based on different factors and HKIPG may rely on information it receives from Financial Institutions or any other third parties.

(c) If HKIPG places a Withold on a payment, the funds will appear as pending balance or withheld and the payment status will indicate the Withold.

(d) If HKIPG places a Withold on your Settlements, we will provide you with notice specifying the terms of the Withold. The terms may require that a certain percentage of your Settlements are held for a certain period of time and/or such other restrictions that HKIPG determines in its sole discretion.

(e) HKIPG may change the terms of the Withold at any time by providing you with notice of the new terms.

(f) HKIPG may hold a Withold as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. In such an event, HKIPG may continue holding the payment until the matter is resolved pursuant to this Agreement.

(g) HKIPG, in its sole discretion, may release the Withold earlier under certain circumstances, for example when you upload tracking information of the item you shipped.

(h) If a Purchaser files a dispute, claim, Chargeback or Refund on a Settlement you received, HKIPG may place a temporary Withold on the funds due to you to cover the amount of the liability. If you win the dispute, HKIPG will lift the temporary Withold but if you lose the dispute, HKIPG will offset from the Withold funds from your Settlement or Bank Account.

(i) You agree that you will remain liable for all obligations related to your Transactions even after the release of any Withold.

(j) You hereby grant to HKIPG a legal claim/lien to the funds held in the Withold to recover any amounts due hereunder.

12. Conclusiveness of Records

12.1 In the absence of fraud or manifest error, all our records relating to the Settlements, Charges, HKIPG Services, Chargebacks, Refunds, Withold and Transactions are conclusive evidence of their accuracy and completeness.

12.2 The Merchant acknowledges and agrees that HKIPG is not liable for any losses or damages resulting from inaccuracies, errors, or omissions in the data and reports related to the Transactions.

13. Rights of HKIPG

13.1 We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to, to report any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your personal information and contact details.

13.2 If HKIPG, in our sole discretion, believes that you may have engaged in any of the activities restricted hereunder or as may be informed by HKIPG from time to time, we may take various actions to protect HKIPG, Affiliates, other Merchants, other third parties or you from Chargebacks, claims, fees, fines, penalties and any other liability.

13.3 The actions we may take include but are not limited to the following:-

(a) we may close, suspend, or limit your access to Platform or the HKIPG Services; and/or

(b) we may Withold your funds for a period of time reasonably needed to protect against the risk of liability to HKIPG, Affiliates, other Merchants, other third parties or you.

13.4 You have breached the terms of this Agreement or that your account has been compromised, we may take various actions to avoid liability. The actions we may take include, but are not limited to :-

(a) suspending or limiting your ability to access and use the Platform or HKIPG Services;

(b) refusing to process any or all Transactiosn;

(d) Withold your Settlements; or

(e) contacting your Purchasers to verify Transactions.

If we believe that your Transactions pose an unacceptable level of risk, that

13.5 We will provide you with an advance Thirty (30) days written notice of our actions and resolution steps. However, to exclude a security threat, potential fraud or illegal activity we will take action immediately.

13.6 Reserves

(a) We, in our sole discretion, may require you to place certain amount as reserve of funds to be held by HKIPG when HKIPG believes there may be a high level of risk associated with the selling your products or services.

(b) We may change the terms of the Reserve at any time upon notice to you.

13.7 You acknowledge that HKIPG decision to take certain actions, under the provisions of this Agreement, including limiting access to the Platform and HKIPG Services, placing Witholds or imposing Reserves, may be based on confidential criteria that is essential to our management of risk, the security of other Merchants and the Platform and HKIPG System. You agree that HKIPG is under no obligation to disclose the details of its risk management or its security procedures to you.

14. Termination or Suspension

14.1 This Agreement shall remain in full force and effect while you use the Platform and HKIPG Services until terminated in accordance with the provisions hereunder.

14.2 We, in our sole discretion, reserve the right to terminate this Agreement and/or suspend your access to the Platform and any and all of the HKIPG Services at any time for any reason and without notice or liability.

14.3 We may also terminate or suspend your access to the Platform or any and all of the HKIPG Services immediately, without prior notice or liability for any of the following reasons :-

(a) if you are in breach any of the terms or conditions of this Agreement or any other agreement that you have entered with us in connection with the Platform and HKIPG Services;

(b) if you provided incorrect, false or incomplete information to us;

(d) it has come to our attention that the Platform or the HKIPG Services is/are used in a manner that violates this Agreement or in a manner otherwise not intended by us;

(e) if we believe that you are likely to create imminent harm to the Website, Platform and HKIPG Services, network or any third party’s networks or systems or any persons or entity or our provision of the Platform and HKIPG Services, or to defraud us, or are likely to create imminent harm to others, or is to harass or are abusive to our personnel;

(f) if you become unable to perform your obligations under or pursuant to this Agreement;

(g) if you have any execution, attachment or similar action taken, levied or enforced against you or your assets, or if any garnishee order is issued or served on you;

(h) if you become the subject of any petition presented, order made or resolution passed for the liquidation, administration, bankruptcy or dissolution of all or a substantial part of your business, except where solvent amalgamation or reorganisation is proposed on terms previously approved by us;

(i) if you lose full and unrestricted control over all or part of your assets because of the appointment of a receiver, manager, trustee, liquidator or similar officer;

(j) if you enter into or proposes any composition or arrangement concerning your debts with your creditors (or any class of its creditors);

(k) if a material adverse change occurs in your business, operations, or financial condition;

(l) if the performance of this Agreement or the Transactions will violate any federal, state, or local laws, rules, or regulations;

(m) if you violate any rule, guideline, or bylaw of any of the Association Rules;

(n) if you refuse to cooperate in a legal investigation or audit that may be required by us or the Financial Institutions;

(o) if you fail to provide us with any information that we reasonably request about you or your business activities or the Transactions;

(p) if you utilised Recurring Billing/Payments functionality without properly obtaining the Purchaser’s consent to be billed in such a manner;

(q) if you submitted any Transaction for processing through the Platform or the HKIPG Services which does not represent a bona fide, permissible Transaction as outlined in this Agreement and in the Association Rules, or which inaccurately describes the product or services being sold or the charitable donations being made; and

(r) if you used the Platform or HKIPG Services for any unlawful or illegal activity or in breach of any applicable laws, rules, or regulations, including but not limited to any applicable anti-money laundering, counter-terrorism financing, or financial crime laws and regulations.

14.4 We may also, at our sole discretion, terminate this Agreement if your access to the Platform or the HKIPG Services remains inactive for Twelve (12) months or more.

14.5 If access to the Platform and HKIPG Services is suspended we may require you to take specified corrective actions to cure the breach and have the suspension lifted, although nothing in this Agreement precludes us from pursuing any other remedies it may have.

14.6 If this Agreement is terminated by us in accordance with the provisions of this Agreement, all payments which is pending to you will be forfeited in our favour as agreed liquidated damages.

14.7 In the event of suspension or termination, you may immediately contact our customer service by email to us at [email protected] to tell us why such suspension or termination should not occur.

14.8 The termination of this Agreement and access granted to you to the Platform and HKIPG Services will not affect any accrued rights and remedies of either party against the other party.

14.9 You may terminate this Agreement at will by giving Thirty (30) days’ notice to us of your intent to terminate this Agreement.

15. Effects of Termination

15.1 Upon termination of this Agreements your right to access the Platform and HKIPG Services will cease immediately.

15.2 All provisions of this Agreement which, by their nature should survive termination shall survive termination, including but not limited to Charges, confidentiality, ownership provisions, warranty disclaimers and limitations of liability.

15.3 You agree to complete all pending Transactions, immediately remove all logos for cards and payment services and stop accepting new Transactions through the Platform and HKIPG Services and we may prevent or hinder you from using them after termination.

15.4 You are not entitled to a refund of subscription fees paid by you for any cancellation or withdrawal of your application to be a Merchant after signup or pursuant to the termination of this Agreement by you or HKIPG in accordance with the terms of this Agreement. All fees paid are considered earned by HKIPG and are non- refundable for any reason whatsoever.

15.5 The exception is when your application is rejected by the Payment Provider. In such a situation, a full refund will be provided. No processing fee will be charged, regardless of the HKIPG Services package subscribed..

16. Intellectual Property

16.1 All intellectual property rights subsisting in respect of the Website, Platform and HKIPG Services, including all ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Platform and HKIPG Services and all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto belong to HKIPG or have been licensed to HKIPG.

16.2 The Platform and HKIPG Services are protected by international patent, trademark, copyright and other intellectual property rights as collective works and/or compilations, pursuant to applicable copyright laws, international conventions, and other intellectual property laws.

16.3 HKIPG hereby grants you a revocable, non-exclusive, non-transferable license to use the Software in accordance with the documentation accompanying the Software. The license granted hereunder includes all updates, upgrades, new versions and replacement software for your use in connection with the Platform and HKIPG Services. If you do not comply with the documentation and any other requirements provided by HKIPG, then you will be liable for all resulting damages suffered by you, HKIPG, Affiliates and third parties.

16.4 Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software, Website, Platform or HKIPG Services. Upon expiration or termination of this Agreement, you will immediately cease usage of the Software.

16.5 HKIPG hereby grants you a revocable, non-exclusive, non-transferable license to use the Trademark solely in conjunction with the use of the Platform and HKIPG Services. The Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to HKIPG (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising, and use of all of the Trademarks.

16.6 Other than the express licenses granted by this Agreement, HKIPG grants no right or license by implication, estoppel or otherwise to the Platform and HKIPG Services or any intellectual property rights of HKIPG.

16.7 You hereby grant to HKIPG a royalty-free, worldwide non-exclusive licence to use your or any of the Purchaser’s and your affiliates’ copyrights, patents, names, images, logos, trademarks, service marks, and/or trade names as you may provide to HKIPG under the Appointment for the purpose of :-

(a) enabling your use of the Platform and HKIPG Services

(b) improving the Platform and HKIPG Services;

(d) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with applicable laws; and

(e) any other purpose for which consent has been provided by the relevant party.

16.8 You represent and warrant that you have the authority to grant HKIPG the right to use such intellectual property specified hereunder and you shall indemnify HKIPG and keep HKIPG fully indemnified on a continuing basis from any claims or losses suffered by it arising from the use of such intellectual property rights.

17. Disclaimers

17.1 You acknowledge that HKIPG has no special relationship with nor fiduciary duty to you for accessing and using the Website, Platform and HKIPG Services.

17.2 You acknowledge that HKIPG and our partners and Affiliates has no control over, and no duty to take any action regarding the access and use of the Website, Platform and HKIPG Services.

17.3 In no event will HKIPG nor any of our partners and Affiliates and our/their, officers, directors and/or employees be liable for any loss of profits or any indirect, consequential, special, incidental, or punitive damages arising out of, based on, or resulting from:-

(a) access or use of the Website, Platform and HKIPG Services;

(b) this Agreement; or

(c) any breach of this Agreement by us, you or a third party, even if we have been advised of the possibility of such damages.

17.4 These limitations and exclusions apply without regard to whether the damages arise from breach of contract, breach of warranty, strict liability, Tort, negligence or any other cause of action, to the maximum extent that such exclusion and limitations are not prohibited by applicable law.

17.5 The Merchant agrees to do the following with respect to its processing of the Purchasers’ personal identifiable information and the collection, security and dissemination of data on the Merchant’s website:-

(a) comply with all applicable laws and regulations;

(b) comply with the Association Rules;

(c) comply with the Payment Card Industry Data Security Standards (PCI DSS), the Payment Application Data Security Standards (PA DSS), and any Card Association data security requirements;

(d) notify HKIPG immediately of any security breach to the Merchant’s records or system as it relates to the Merchant’s access to, and/or utilisation of the Platform and HKIPG Services.

18. Website. Platform and HKIPG Services Warranty Disclaimer

18.1 THE WEBSITE, PLATFORM AND HKIPG SERVICES ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE WEBSITE, PLATFORM AND HKIPG SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.

18.2 We, as well as all our partners, Affiliates, and third party services providers and/or our/their officers, directors and employees with respect to the Website, Platform and HKIPG Services shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Website, Platform or HKIPG Services; (b) the unavailability or interruption of the Website, Platform and HKIPG Services; (c) your use of the Website, Platform and HKIPG Services; or (d) any delay or failure in performance of the Platform and HKIPG Services.

18.3 HKIPG, OUR PARTNERS, AFFILIATES AND THIRD PARTY SERVICES PROVIDERS AND/OR OUR/THEIR OFFICERS, DIRECTORS AND EMPLOYEES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. HKIPG, OUR PARTNERS, AFFILIATES AND THE THIRD PARTY SERVICES PROVIDERS HAVE NO LIABILITY AND WILL MAKE NO WARRANTY, REFUND, OR OTHER RESTITUTION TO YOU WITH REGARDS TO THE WEBSITE, PLATFORM AND HKIPG SERVICES, OTHER THAN AS SPECIFIED HEREIN, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, DELAYS, CANCELLATIONS, STRIKES, GOVERNMENTAL ISSUES, OR FORCE MAJEURE.

18.4 IN NO EVENT WILL HKIPG OR OUR DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOSSES ARISING FROM YOUR USE OF THE WEBITE, PLATFORM OR HKIPG SERVICES, EVEN IF HKIPG IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HKIPG LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO YOUR CEASING USE OF THE PLATFORM AND HKIPG SERVICES.

18.5 HKIPG DOES NOT REPRESENT NOR WARRANT THAT THE WEBSITE, PLATFORM AND HKIPG SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE OF THE WEBSITE, PLATFORM AND THE HKIPG SERVICES AND USE INDUSTRY-RECOGNIZED PROGRAMMES TO DETECT AND REMOVE VIRUSES AND OTHER MALWARES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO THE WEBSITE, PLATFORM AND HKIPG SERVICES ARE DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU USE OUR WEBSITE, PLATFORM AND HKIPG SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOU OR OTHER HARM OF ANY KIND THAT MAY RESULT. WE, AS WELL AS ALL OF OUR PARTNERS, AFFILIATES AND THIRD PARTY SERVICES PROVIDERS AND/OR OUR/THEIR OFFICERS, DIRECTORS AND EMPLOYEES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF INCOME, BUSINESS, PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE PLATFORM AND HKIPG SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE WEBSITE, PLATFORM AND HKIPG SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

18.6 You acknowledge and agree that any transmission using the Website, Platform and HKIPG Services is not confidential and your communications may be read or intercepted by others. You further acknowledge and agree that by submitting information and communications on the Website, Platform and HKIPG Services, including personal details, no confidential, fiduciary, contractually implied or other relationship is created between you and HKIPG other than pursuant to this Agreement.

18.7 Access to the Platform and HKIPG Services may be temporarily unavailable from time to time for reasons beyond our control. We assume no responsibility for any error, omission, interruption, theft, destruction, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Platform and HKIPG Services.

18.8 HKIPG is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers, computer or mobile phone equipment, website on account of technical problems or traffic congestion on the internet or any combination thereof, including injury or damage to anyone’s computer, mobile phone, or other hardware or website, related to or resulting from using the Website, Platform and HKIPG Services.

18.9 We are not liable or responsible for any errors in or failure to provide access to the Platform and the HKIPG Services due to your error or failure to provide accurate and complete information.

18.10 The Platform and HKIPG Services may experience downtime or interruptions due to scheduled maintenance, upgrades, or other reasons beyond reasonable control by HKIPG. The Merchant acknowledges and agrees that HKIPG is not responsible or liable for any damages, losses, or expenses resulting from such downtime or interruptions, including data or information loss. The Merchant agrees to use the Platform and HKIPG Services at its own risk and to hold HKIPG harmless from any claims, damages, or losses arising from such downtime or interruptions.

18.11 HKIPG is not responsible for any damages, losses, or expenses incurred by the Merchant or any third-party as a result of unauthorized access to the Platform or HKIPG Services or any associated systems or infrastructure, including but not limited to, pursuant to hacking activities. The Merchant agrees to use the Website, Platform and HKIPG Services at their own risk and to indemnify and hold HKIPG harmless from any claims, damages, or losses arising from such unauthorized access.

18.12 We will not be liable for any delay or failure in performance under this Agreement by us or any third party services provider resulting from matters beyond our or their reasonable control. These include acts of God, requirements of any governmental or regulatory authority, war, pandemic. national emergency, acts of terrorism, accident, fire, lightning, equipment failure, cyberattacks (including any type of offensive manoeuvre that targets computer information systems, infrastructure, computer networks or personal computer devices), computer software or software malfunction (including due to malicious software programmes), interception of online communication, identity theft, electrical power failure, faults, interruption or disruption of the network to access the Platform, HKIPG Services or of your equipment or the equipment of any third party, riots, strikes, lock-outs, industrial disputes (whether or not involving our employees) or epidemics of infectious diseases.

18.13 You agree that these restrictions are reasonable and necessary for the operation, management and maintenance of the HKIPG Services. However, if any of the restrictions are held by a court to be invalid for any reason, but would be

valid or effective if any part of its wording were deleted, you agree that the restriction shall apply to you with such deletions or amendments made so that it is valid and effective at law.

19. Remedies

19.1 If you are dissatisfied with the Platform and/or the HKIPG Services, do not agree with any part of this Agreement or have any other dispute or claim with or against us or any of our partners and Affiliates with respect to the Platform or HKIPG Services, your sole and exclusive remedy against us is to discontinue use of the Platform and HKIPG Services.

19.2 Any cause of action by you with respect to the HKIPG Services, must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

20. Indemnity

20.1 You will indemnify and hold HKIPG, our Affiliates and our third party services providers and our/their officers, directors and employees harmless from, including but not limited to all damages, loss, liabilities, settlements, costs and attorney’s fees, claims or demands made by any third party due to or arising out of your use of the Platform and HKIPG Services, including, without limitation, Chargebacks and Refunds, your fraudulent Transactions or data incidents or the violation of any law. Or your violation of this Agreement.

20.2 You agree to defend and indemnify HKIPG, our Affiliates and our third party services providers and our/their officers, directors and employees harmless from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, that arise from or relate to any breach of any intellectual property rights in the performance of this Agreement.

21. Confidential Information

21.1 The Merchant agrees that the Confidential Information (as defined herein) shall be treated strictly confidential and shall not, under any circumstances, be divulged to any third party save for the performance of the obligations stated in this Agreement.

21.2 The Merchant acknowledges that in your performance of your duties hereunder HKIPG may communicate to you (or your designees) certain confidential and proprietary information, including without limitation information concerning the Software, Platform and HKIPG Services and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of HKIPG.

21.3 Confidential Information does not include information that :-

(a) is public knowledge at the time of disclosure by HKIPG;

(b) becomes public knowledge or known to the Merchant after disclosure by HKIPG other than by breach of the Merchant’s obligations under this section or by breach of a third party’s confidentiality obligations;

(c) was known by the Merchant prior to disclosure by HKIPG other than by breach of a third party’s confidentiality obligations; or

(d) is independently developed by the Merchant.

21.4 As a condition to the receipt of the Confidential Information from HKIPG, the Merchant shall :-

(a) not disclose in any manner, directly or indirectly, to any third party any portion of the Confidential Information;

(b) not use the Confidential Information in any fashion except to perform your duties hereunder or with HKIPG express prior written consent;

(c) disclose the Confidential Information, in whole or in part, only to the Merchant’s employees, auditors, professional advisors and affiliates, strictly on a need-to-know basis only, for the purposes of this Agreement and/or access to the Platform and HKIPG Services, and the Merchant shall ensure that their respective employees, auditors, professional advisors and affiliates observe the covenants of the Merchant to keep confidential such information;

(d) take all necessary steps to ensure that your employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and

(e) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

21.5 The Merchant acknowledges and grants HKIPG the right to retain, access,

analyse, restore, and share the Merchant’s and/or the Purchasers’ data with third parties. Please note that the Merchant’s and/or the Purchasers’ data may not be completely removed from the Platform and HKIPG Services, even upon Merchant’s request for technical reasons.

22. Waiver

22.1 No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by HKIPG. Any consent by HKIPG to, or waiver of, a breach by the Merchant, whether

express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

22.2 Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

22.3 Our rights under this Agreement shall survive the termination of this Agreement.

23. Contact and Notices

23.1 Please contact us at [email protected] to report any violations of this Agreement or to pose any questions regarding this Agreement or the Platform or HKIPG Services.

23.2 The Merchant agrees that HKIPG may provide notices and disclosures to Merchant by posting them on the Website, emailing them to the Merchant or sending them to the Merchant through postal mail.

23.3 Disclosures and notices posted on the Website or emailed to you shall be considered to be received by you within Twenty Four (24) hours of the time it is posted on the Website or emailed to you unless we receive notice that the email was not delivered. Notices sent by postal mail will be deemed to have been received Three (3) days from the date of posting

23.4 The Merchant understands and agrees that, if HKIPG sends you an email but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider or you are otherwise unable to receive electronic communications, HKIPG will be deemed to have provided the communication to you.

23.5 HKIPG may send the Merchant emails, including, but not limited to, those relating to product updates, new features and offers and the Merchant hereby consents to such email notification. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy.

23.6 It is your responsibility to keep your primary e-mail address up to date so that HKIPG can communicate with you electronically. You understand and agree that if HKIPG sends you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, HKIPG will be deemed to have provided the communication to you effectively.

23.7 If you use a spam filter that blocks or re-routes e-mails from senders not listed in your e-mail address book, you must add HKIPG to your email address book.

23.8 If your email address becomes invalid, such that electronic communications sent to you by HKIPG are returned, HKIPG may deem your account to be inactive, and you will not be able to transact any activity using the Platform and HKIPG Services until we receive a valid, working primary e-mail address from you.

24. Miscellaneous

24.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

24.2 This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. The Merchant may not assign this Agreement without the written consent of HKIPG. HKIPG may assign this Agreement and its rights and obligations in its sole discretion without the written consent of Merchant.

24.3 This Agreement have been drafted, and shall be construed, in the English language. Any translation of the Agreement is solely for reference only. In the event of inconsistency between the English language version and a translated version, the English language version of the Agreement shall always prevail.

24.4 HKIPG retains sole and absolute discretion in determining :-

(a) the future course and development of the Platform and HKIPG Services;

(b) which improvements to make in them and when, and

24.5 The relationship of HKIPG and Merchant is that of independent contractors.

Neither Merchant nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of HKIPG, nor do they have any authority to bind HKIPG by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.

25. Governing Law

25.1 This Agreement shall be governed by the laws of Taiwan. You agree to submit to the exclusive jurisdiction of the courts of Taiwan in Taipei.

Terms And Conditions

HKIPG Merchant Appointment and Services Agreement

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