ALIPAY SERVICES, SERVICE FEES AND SETTLEMENT

1. Service Description.
Under this Agreement, Alipay will provide Company with the following services (together, “Alipay Services”):
  1. processing of Payments made by Alipay Users either through online Payment or offline Spot Payment in connection with any Transactions;
  2. authorization of such Payments;
  3. services relating to settlement with Company in the Settlement Currency with respect to such Payments; and
  4. other related services and ongoing technical support in connection with any of the above.
The further roles and responsibilities of either Party in relation to the Alipay Services are set out in this Agreement.

2.Service Fee
  1. General. Company shall pay Alipay the the fees (the “Service Fee”) in accordance with this Schedule A: All payments of the Service Fee shall be exclusive of any Tax.
  2. Payment of Service Fee. Company agrees that Alipay may deduct, in whole or in part, any Service Fee that is due and payable but have not otherwise been paid by Company, from the relevant Funds Available for Settlement.
  3. Over/Under-Charges. If Alipay charges Company more than the Service Fee set forth in this Agreement, Alipay will return the additional Service Fee charged to Company as soon as practicable. If Alipay charges Company less than the Service Fee set forth in this Agreement, then Company shall pay the amount of outstanding Service Fee to Alipay immediately upon Alipay’s request.
3. Alipay Settlement Process
  1. Bank Account. Company will bear all losses arising from the incorrect information of its banking details as provided in the Service Application Form.
  2. Transaction List. After 9:00am (Beijing time) of each day, Alipay will make available for download by Company from global.alipay.com a list of all recorded Transactions during the immediately preceding day for which Payments have been received (the “Transaction List”). The Transaction List shall set out Alipay’s determination of the Settlement Funds and the Net Settlement Amount, and in the absence of manifest error or valid dispute by Company shall be final and binding on Company in relation to such amounts.
  3. Remittance. Subject to Alipay exercising its rights to withhold, deduct or set off in accordance with this Agreement, Alipay will remit to Company an amount equal to the "Net Settlement Amount" in accordance with the formula set out below:
    Net Settlement Amount = Settlement Funds – Refunds (if any, as specified under Clause 3(f) below) – Chargebacks (if any) - any other amount that Alipay may deduct in accordance with its rights to withhold, deduct or set off under this Agreement; and
    Where: Settlement Funds = Funds Available for Settlement – Service Fee.
  4. Settlement File. Following remittance of any Net Settlement Amount to Company’s designated bank account, Alipay will provide, on the same Working Day, a file containing the relevant settlement information (“Settlement File”) in relation to that Net Settlement Amount.
  5. Incidental Fee for Fund Transfer. In connection with remitting the Net Settlement Amount to Company in accordance with this Schedule A, Alipay will be solely responsible for bank charges (if any) imposed by banks through which Alipay initiates the transfer of such Net Settlement Amount. For any other fees or charges imposed by beneficiary banks (where Company has a bank account), intermediary banks or other payment service providers passing or receiving such Net Settlement Amount on behalf of Company, Company shall be solely responsible for any such fees or charges.
  6. Refunds.
    1. If an Alipay User requests and is due a Refund in accordance with Company’s after-sale service policy or a Refund is required by Applicable Law, Company will instruct Alipay in a timely manner to make such Refund to the Alipay User’s Alipay Account in accordance with the Refund process to be agreed between Company and Alipay.
    2. Company hereby agrees to reimburse Alipay for each such Refund and for that purpose authorizes Alipay to deduct the amount of each Refund from the Settlement Funds and return such Refund to the relevant Alipay User in accordance with this Clause 3(f).
    3. If the amount of the Settlement Funds is not sufficient to process the relevant Refund, Alipay will be entitled to process the Refund only after the amount of such Settlement Funds becomes sufficient to pay the amount of such Refund or after Alipay otherwise receives from Company an amount sufficient to process the Refund. For the avoidance of doubt, Alipay shall not be responsible for any claim or liability that the relevant Alipay User may seek from Company in the event of any delay in processing such Refund.
    4. Alipay will not charge any Service Fee in respect of its deduction of any Refund from the relevant Settlement Funds. Any Service Fee related to a Payment that is subject to a Refund and which has already been deducted from the Funds Available for Settlement will be repaid to the Company by Alipay upon the Refund being paid to Alipay.
    5. Alipay only accepts and processes Refund instructions from Company if the request for the Refund is made within 90 days from the date of the Transaction, except for Products relating to air travel that have been specifically agreed by both Parties where Alipay will accept and process a request for any Refund up to 365 days from the Transaction date.
    6. Company will ensure that any Refund is only effectuated through the system interface provided by Alipay. Any alternative methods for the Refund, including but not limited to bank remittance or topping up Company’s membership account, are disallowed.
  7. Settlement and Settlement Limit. Alipay will remit the Net Settlement Amount in the selected Settlement Currency to Company’s designated bank account (as provided in the Service Application Form or as otherwise notified to Alipay in writing) within one (1) Working Day from the date of Transaction, provided that the amount of the relevant Settlement Funds shall reach HKD 800 (or its equivalent amount in the selected Settlement Currency) (the “Settlement Limit”) Where the Settlement Amount is less than HKD 800 (or its equivalent amount in the selected Settlement Currency), the Net Settlement Amount shall be retained until the aggregate total Net Settlement Amount due to the Company totals HKD 800 (or its equivalent amount in the relevant Settlement Currency). For the avoidance of doubt, the Settlement Limit of HKD800 shall be valid for the Initial Term only. Alipay reserves the right to adjust the Settlement Limit and charge a fee for Settlement during the Renewal Term(s).
  8. Currency Conversion. Where the currency of the Service Fee or any liabilities payable by Company to Alipay under this Agreement is different from that of the Settlement Currency, the calculation of the Service Fee or such liabilities will be based on a rate with reference to the real time market rate published by relevant third party PRC banks as of the date on which such Service Fee or liabilities are incurred in accordance with this Agreement.
  9. Enquiry Regarding Settlement. Any inquiry by Company with respect to settlement shall be made in writing and Company shall provide any information reasonably required by Alipay to assist with such enquiry. Alipay will, acting in a commercially reasonable manner, assist Company in resolving the relevant matter and provide a written response to Company within three (3) Working Days after receiving such written enquiry from Company.
4. Rules for Risk Management.
  1. Company shall be responsible for all costs and loss incurred by any Unauthorized Payments (including but not limited to Chargebacks and related costs) with respect to Transactions.
  2. Company agrees that if Alipay determines in its sole discretion that certain features of the Alipay Services may be subject to high risk of Unauthorized Payment or fraudulent Transaction, Alipay may suspend or terminate, with reasonable notice, the provision of such part of the Alipay Services, including but not limited to adjusting the types, issuing banks and payment limit (whether per Transaction or per day) of the credit card and/or debit card Alipay Users will be able to use to complete the Payment from time to time.
  3. Company shall use its best efforts to promptly answer Alipay User’s enquiries and resolve any disputes in relation to the goods and/or services provided by the Company.

5. Fraud and Risk. If an Alipay User claims that an Unauthorized Payment or an otherwise fraudulent Transaction has been submitted by Company and made via Alipay’s Platform, Company will comply with the following rules:
  1. Transaction Evidence. Company will provide the Transaction Evidence within 5 Working Days upon Alipay’s request.
  2. Reimbursement. If Alipay does not receive the Transaction Evidence, or Alipay deems the Transaction Evidence to be inadequate, then Company will immediately pay to Alipay an amount equal to the sum that Alipay settled to Company’s designated bank account regarding the Transaction in question.
  3. Reimbursement Obligation. Provided Transaction Evidence has been requested, Alipay may, having made due enquiry of the Alipay User, determine to reimburse an Alipay User in the event of any Unauthorized Payment. Company agrees to indemnify and hold Alipay harmless for the amount to be agreed between Company and Alipay (each acting reasonably) reimbursed to the Alipay User.
6. Alipay Payment Policies
  1. Responsibilities for Service Fee and Settlement Fee. Company will pay any Service Fee and Settlement Fee (if applicable) for using the Alipay Services and will not, directly or indirectly, transfer any such Service Fees or Settlement Fee (if applicable) to its Alipay Users in addition to what Company would charge a customer for the relevant Transaction in the normal course of business.
  2. Alipay Wallet as Payment Method. Company will not restrict its customers in any way from using Alipay Wallet as a Payment method at checkout at any sales channel, including but not limited to requiring a minimum or maximum purchase amount from customers using Alipay Wallet to make Payments.
  3. Prohibited Products. Company fully acknowledges that Alipay must not provide Alipay Services with respect to any Transaction which is prohibited by this Agreement (including Payments in relation to Prohibited Products), Applicable Law or violates Alipay’s internal policies (as notified to the Company from time to time), or which will result in Alipay being considered to have breached any Applicable Law. Company will provide Alipay information about its Products as reasonably requested by Alipay from time to time. Company will not sell Products through Alipay’s Platform that contain articles prohibited or restricted from being sold to Alipay Users under any Applicable Law, including without limitation the products listed in Appendix I, which may be updated by Alipay and notified to Company from time to time (together, “Prohibited Products”). Company will ensure that no Transaction being submitted for Alipay’s processing involves or relates to any Prohibited Products (“Prohibited Transaction”). Alipay will have the right to refuse to provide any Alipay Services with respect to any Prohibited Transaction and Company will indemnify Alipay for any damages, losses and liabilities that Alipay may suffer arising from or in connection with such Prohibited Transactions.
  4. Products. Company will use Alipay Services only for the Products in connection with Company’s principal business as indicated in the Service Application Form.
  5. Storage of Transaction Information. Company will maintain the records for each Transaction to justify its authenticity for the period of five years after the completion of the Transaction and Alipay shall be entitled to review or otherwise access such records. Subject to any legal restrictions under Applicable Law, Company will procure that Alipay, the relevant service providers of Alipay and/or regulatory or governmental authorities having jurisdiction over Alipay be provided with or granted access to, the relevant Transaction information including but not limited to information on Company, Company’s Platform, Products, and the amount, currency, time and counterparties to each Transaction, within three (3) Working Days of Alipay’s request. Subject to any restriction under Applicable Law, Alipay will advise Company of the names of such service providers or regulatory/governmental authorities and the subject matter to which such requests relate.
  6. Set off & Withholding. Company agrees that Alipay shall be entitled, at its sole discretion, to set off, withhold settlement of or deduct any sums payable and liability of any nature from time to time due, owing or incurred by Company to Alipay (or any Alipay Affiliate) under this Agreement against any monies and liabilities of any nature, including Payments, from time to time due, owing or incurred by Alipay under this Agreement. The circumstances under which Alipay may exercise its rights under this Clause include, but are not limited to,:
    1. if the Company fails to comply with any term of this Agreement;
    2. if Alipay believes that the Company has or is likely to become subject to bankruptcy, insolvency, reorganization, winding up or similar dissolution procedures;
    3. if Alipay reasonably believes that there has been a material deterioration in the financial condition of the Company; and
    4. if Alipay reasonably believes that any Transaction is a Prohibited Transaction. Company shall not be entitled to retain or set-off any amount owed to it by Alipay against any amount due from Company to Alipay.
    Company shall not be entitled to retain or set-off any amount owed to it by Alipay against any amount due from Company to Alipay.

ALIPAY TERMS AND CONDITIONS

1. Definitions Capitalized terms not defined in this Schedule B will have the meaning given to them in this Agreement including those set out in Schedule C, unless the context requires otherwise.
2. Integrator Service. Integrator will provide Alipay certain service as described inSchedule A. The Parties will perform and comply with their respective responsibilities set forth in this Agreement.
3. Fees. In consideration for Integrator providing the Integrator Service to Alipay in accordance with the terms of this Agreement, Alipay will pay Integrator a fee as set forth inSchedule A. Alipay reserves the right to adjust such fees 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 this Agreement:
  1. Authorization. The Party represents and warrants the following (collectively, the “Authorization Warranties”):
    1. It is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;
    2. It is properly registered to do business in all jurisdictions in which it carries on business;
    3. 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
    4. It has the corporate power, authority and legal right to execute, deliver and perform this Agreement and to carry out the transactions and its obligations contemplated by this Agreement; and
  2. Validity. Each Party represents and warrants that once duly executed by the Party this Agreement shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms. Except as otherwise stated in this 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 this Agreement and perform its obligations.
  3. No Conflicts. Each Party represents and warrants that (a) the execution of this Agreement, nor (b) the consummation by the Party of this Agreement will (i) conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of the Party or (ii) breach any obligations of the Party under any contract to which it is a party or (iii) violate any Applicable Laws.
  4. 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 this Agreement.
5.Compliance with Law.
  1. Generally. Each of the Parties will comply with any Applicable Law in connection with the operation of its business and performance of its obligations under this Agreement. Integrator will at its own costs, keep such records and do such things as are reasonably necessary to ensure that Alipay complies with any Applicable Law; provided always that Integrator shall not be required to do anything which is inconsistent with or in breach of any Applicable Law.
  2. Information Verification. In order for Alipay to satisfy its obligations and to comply with the relevant requirements under Applicable Laws, upon reasonable request by Alipay, Integrator will share records and information (including transaction information and records) with Alipay from time to time and Alipay is authorized by Integrator to present the relevant records and information to governmental agencies, regulatory authorities and third party service providers for examination and verification as necessary.
  3. AML Requirements. Integrator shall comply with all Applicable Laws on anti-money laundering, counter-terrorism financing and sanctions (together “AML”). Integrator shall fully cooperate with Alipay’s reasonable due diligence (on site or in writing) of Integrator’s AML policies and procedures, including but not limited to merchant management, sanctions and politically exposed person review, suspicious transactions monitoring and reporting. In accordance with AML, anti-fraud, and other compliance and security policies and procedures, Alipay may impose reasonable limitations and controls on Integrator’s or Alipay User’s ability to utilize the Alipay Services. Such limitations may include but are not limited to rejecting payments, or suspending/restricting any Alipay Service with respect to certain transactions or customers and prospective customers. Alipay may, for the purposes of complying with relevant suspicious transaction reporting and tipping-off requirements under Applicable Laws, report suspicious transactions to the relevant authorities without informing Integrator.
6. Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY STATED, ALIPAY 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 ANY APPLICATION, WEBSITE, PRODUCT PROVIDED OR USED IN CONNECTION WITH THE ALIPAY SERVICES WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION.
7. Indemnification.
  1. General Indemnity. Subject to Clause 8 below, each Party (the “indemnifying Party”) will indemnify the other Party (the “indemnified Party”) from and against all actions, claims, demands, liabilities, obligations, losses, costs (including, but not limited to legal fees, expenses and penalties) and interest suffered, incurred or sustained by or threatened against the indemnified Party arising out of any breach or violation of this Agreement by the indemnifying Party or any gross neglect, willful misconduct, fraud or dishonesty by the indemnifying Party or any of its employees or agents.
  2. Third party IP Indemnity for Alipay. The Integrator shall further indemnify and defend Alipay and its Affiliates from and against any claim that any license the Integrator and/or its Affiliates granted under Clause 9 of this Schedule B or the exercise thereof in accordance with this Agreement constitutes an unauthorized use or infringement of any Intellectual Property rights of a third party (“IP Claim against Alipay”).
  3. Notwithstanding anything to the contrary, nothing under this Agreement shall be construed to exclude or limit Alipay’s liability in connection with its obligations under Clause 3 of this Schedule .
8. Limitation of Liability. To the extent permitted under Applicable Laws, under no circumstances will Alipay or its 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 Alipay or any entity has been advised of the possibility of such damages. Notwithstanding anything in this Agreement to the contrary, Alipay’s aggregate liability, including for claims, expenses, damages or indemnity obligations under or in connection with this Agreement or the Alipay Service, will not exceed the lesser of (a) USD$500,000 or (b) the total fees payable by Alipay to Integrator with respect to Referral Transactions completed in the six (6) complete calendar months preceding the date of the first event giving rise to a claim upon which liability is based.
9. Intellectual Property.
  1. Alipay License to Integrator. Alipay owns all rights, title and interests in and to the Intellectual Property associated with the provision of Alipay Services and the Alipay branding and logo, or has otherwise been granted the appropriate licences by the relevant owner with respect to such Intellectual Property. Subject to the terms of this Agreement and, as the case may be, any agreement between Alipay and the owner of the relevant Intellectual Property, Alipay hereby grants Integrator during the term of this Agreement, a licence to use the relevant Intellectual Property in the Alipay Services, the Alipay Merchant Tool Interface and the Alipay branding and logo (it owns or is entitled to use) solely for the purpose of Integrator Services in accordance with this Agreement. Such license to use the relevant Intellectual Property granted in favor of Integrator is non-exclusive, non-sublicensable and non-transferrable, and may be modified or revoked by Alipay in writing at any time during the term of this Agreement. Integrator shall be permitted to use Alipay’s branding and logo solely as required for the purpose of using the Alipay Services and strictly in accordance with this Agreement. Integrator agrees that the licenses granted under this Clause 9 and the Integrator’s use of such Intellectual Property under this Agreement will not confer any proprietary right, and Integrator agrees to take reasonable care to protect such Intellectual Property from infringement or damage and cease all use of such Intellectual Property immediately upon termination of this Agreement.
  2. Integrator License to Alipay. During the term of this Agreement for the limited purposes of performing the obligations set forth in this Agreement and subject to the terms of this Agreement, Integrator grants to Alipay a non-exclusive, non-transferable, royalty-free license to use, reproduce, publish, distribute and transmit any of the Integrator’s marketing materials, proprietary indicia or other similar items (“Integrator IP”) containing the Intellectual Property necessary for Alipay to perform its obligations contemplated by this Agreement, and to refer to the name of Integrator in the public announcement as one of the partners promoting the Alipay Services. Integrator represents and warrants to Alipay that it has obtained all necessary authorities, permissions, approvals and licenses to license the Integrator IP to Alipay and that the Integrator IP does not infringe the Intellectual Property of any third party.
10. Data privacy. Integrator shall be solely responsible, where applicable, for obtaining any necessary consent for the collection, use, disclosure and transfer of Personal Information. Each Party will take all commercially reasonable endeavours to ensure that the Personal Information is protected against misuse and loss, or unauthorized access, modification or disclosure and will promptly notify the other Party any loss of, or any unauthorized disclosure of or access to, the Personal Information. Each Party may retain records of payment for complying with Applicable Laws and internal compliance requirements. “Personal Information” means personal information or data, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or data, processed by either Party in connection with this Agreement. Alipay may transfer transaction data, including Personal Information, to any of its Affiliates that have been delegated any of its obligations under this Agreement.
11. Taxes.
  1. All Taxes arising from the implementation hereof shall be the account and liability of the respective Party according to the prevailing taxation provisions, unless agreed otherwise in writing by the Parties. For the avoidance of doubt, all amounts payable by Alipay to Integrator under this Agreement are exclusive of any Taxes imposed by the relevant taxation authority of applicable jurisdictions to which Alipay is subject which shall be for the account of Alipay.
  2. Each Party shall be responsible for any and all Excluded Taxes that it is liable for under Applicable Laws.
  3. Where a Party is required under Applicable Law relating to tax to fulfill 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.
  4. Nothing contained in this 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.
12. 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 with this Agreement. Neither Party will disclose such Confidential Information to any third party except to perform its obligations under this Agreement or as required by Applicable Laws or government authorities, and in each case, the disclosing Party will, to the extent permitted under Applicable Laws, give the other Party prior notice of such disclosure. Upon termination of this Agreement or at the written request of the other Party, each Party will promptly return or destroy all material embodying Confidential Information of the other. Notwithstanding the foregoing, each Party may retain reasonable copies of the other Party’s Confidential Information to comply with Applicable Laws or in order to exercise its rights under this Agreement, provided that such retained Confidential Information will not be disclosed or used for any other purposes. “Confidential Information” means all nonpublic, proprietary or other confidential information, whether in oral, written or other form, including but not limited to: the content and performance of this Agreement, business plans, capitalization tables, budgets, financial statements; costs, prices, and marketing plans, contracts and licenses, employee, customer, supplier, shareholder, partner or investor lists, technology, know-how, business processes, trade secrets and business models, notes, sketches, flow charts, formulas, blueprints, and elements thereof, and source code, object code, graphical design, user interfaces and other Intellectual Property, including that of any customer, supplier or other third party (including, in the case of Alipay, the interface technologies, security protocol and certificate to any other website or enterprise provided by Alipay) .

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

14. Notice. All business correspondence in relation to the business as usual operation of the Integrator Services and amendment of any matters in this Agreement (other than in respect of notification of a change of Integrator’s legal name) will: (i) in the case of notice being provided by Alipay, be addressed to Integrator’s PID email address; and (ii) in the case of notice being provided by Integrator be sent to overseas@alipay.com and sent via Integrator’s PID email address. Other than the foregoing, all notices and other communications given in connection with this Agreement (including changing any terms of this Agreement and, in the case of Integrator, notification of a change of Integrator’s legal name) will be in writing, in English and will be sent either by express courier or facsimile to the contact details and address provided by the Parties in this Agreement. Notice will 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 will be not to 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) will not constitute valid service of notice to either (i) amend this Agreement; or (ii) notify the receiving Party of any matter which will or may have legal consequences for the receiving Party.

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

16. Term and Termination.
  1. Generally. The term of this Agreement will be for a period of one (1) year from the Effective Date. This Agreement will renew automatically for successive one-year terms unless it is terminated by Integrator or Alipay with 30 days’ notice prior to the end of the then-current term.
  2. Cause. Either Integrator or Alipay may also terminate this Agreement without further notice (i) for breach if such breach is curable but not cured upon 30 day notice by the non-breaching Party or (ii) for material breach of this Agreement, immediately upon notice by the non-breaching Party. For the purposes of this Agreement, if either Integrator or Alipay becomes subject to bankruptcy, insolvency, reorganization, winding up or similar dissolution procedures, such occurrence will be deemed a material breach by the relevant Party of this Agreement.
  3. Alipay Compliance. Notwithstanding any other provision of this Agreement, Alipay may terminate or suspend this Agreement, in part or in full, immediately, if Alipay determines, in its sole discretion, that compliance with this Agreement would cause Alipay or any of its Affiliates to violate or potentially violate any Applicable Law to which Alipay or any of its Affiliates is or becomes subject to.
  4. For Convenience. Alipay may terminate the Agreement without cause on giving 30 days’ notice to Integrator.
  5. Survival. Upon termination of this Agreement, the respective obligations of the Parties set out in this Agreement will cease other than obligations and rights of the Parties under Clauses 9, 10, 12, 13, 14 and 18 of this Schedule B and those provisions which by their terms are intended to survive any termination (including payment obligations already accrued). Any amounts due and payable under this Agreement will continue to be due and payable in full.
17. No Agency. Each Party confirms that it is entering into this Agreement in its own capacity for its own account and is not acting as a nominee or agent of any other third party.

18. Force Majeure. No Party, its Affiliates or agents will be held liable for any default, delay or failure in performing its obligations under this 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) labor dispute (whether or not employees’ demands are reasonable or within the Party’s power to satisfy), (v) act or omission of a government authority prohibiting or impeding the affected Party (or its Affiliates or agents) from performing its obligations under this Agreement, including order of a domestic or foreign court or tribunal, governmental restriction, sanctions, restriction on foreign exchange controls, etc. or (vi) 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 will 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.

19. Governing Law/Dispute Resolution. This Agreement will be governed by and construed under Hong Kong law, without regard to its principles of conflict of laws. Any dispute, controversy or claim arising out of, in connection with or relating to this Agreement, including the interpretation, validity, invalidity, breach or termination, will be settled by arbitration. The arbitration will be conducted in Hong Kong in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when a Notice of Arbitration (as defined therein) is submitted in accordance with the said Rules. The number of arbitrator will be one (1). The arbitration will be conducted in English.

20. Costs and Expenses. Except as expressly set forth in this Agreement, each Party will be solely responsible for all costs and expenses incurred by it in connection with providing or receiving the Alipay Services.

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

22. Assignment. This Agreement and all rights and obligations of Integrator under this Agreement may not be assigned, transferred, subcontracted or delegated by Integrator. Alipay, in its discretion and without consent from Integrator, can assign or transfer this Agreement or any of Alipay’s rights and obligations under this Agreement to any of its Affiliates, or to any third party.

23. No Implied Waiver. The waiver by either Party of a breach or default of any provision of this Agreement by the other Party, or the failure on the part of either Party to exercise any right or privilege will 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.

24. Relationship. Nothing contained in this Agreement will be construed as creating a joint venture, partnership, agency, fiduciary or employment relationship among or between any of the Parties.

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

26. Participation of Alipay’s Affiliates. Alipay may delegate or sub-contract any or all of its obligations under this Agreement to any of its Affiliates, provided that Alipay remains responsible to the Integrator for the performance of its obligations under the Agreement.

27. Third Party Rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance to enforce any term of this Agreement save that the obligations of the Integrator under this Agreement are owed to Alipay’s Affiliates each of whom may enforce the terms of this Agreement against the Integrator.

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

29. Language. This Agreement has been prepared in English. In the event of any inconsistency between the original English version and any translation, the English version shall govern.

DEFINITIONS

DEFINITIONS In this Agreement, unless otherwise defined in the Agreement itself, the following terms have the following meanings (for both the singular and plural):
Affiliate means: (a) a director, officer, partner, member, manager, executor or trustee of such person and (b) any person directly or indirectly controlling, controlled by, or under common control with, that person. For purposes of this definition, “control,” “controlling,” and “controlled” mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise;
Alipay Account means an account allocated to an Alipay User by Alipay upon completion of registration with Alipay or its affiliate. Each Alipay Account is for payment and collection between Alipay and the applicable Alipay User;
Alipay Account Balance means one of the payment funding sources whereby Alipay Users can use the stored value in his or her Alipay Wallet to make Payment;
Alipay’s Platform means the payment processing system developed by Alipay;
Alipay Services has the meaning given to it in Clause 1 of Schedule A;
Alipay User means an individual who has completed Alipay’s membership registration process and has opened an Alipay Account; Alipay Wallet means a digital wallet operated by Alipay or its affiliate, which has stored value funded through a variety of funding sources and enables Alipay Users to make Payment for Product on Company’s Platform;
Applicable Law any law, regulation, rule, requirement, judgment, decree, order or directive, including, without limitation, any global, federal, country, state or local laws, rules and regulations and including those issued by governmental or regulatory authorities having jurisdiction over the relevant Party, that are applicable to a Party or its business or which the Party is otherwise subject to;
Chargeback means any disputed credit or debit card transaction that is returned to Alipay or credit card acquirers engaged by Alipay for reimbursement of the relevant cardholder’s account. Company’s Platform means the platform on which Company uses the Alipay Services, as set forth in the Service Application Form;
Effective Date means the latter of the dates (if different) on which this Agreement is executed by both Parties and the date on which Company clicks the button “I Agree” or similar button in the event an electronic version of this Agreement is made available online; Funds Available for Settlement means the aggregate amount of Payments processed/collected by Alipay with respect to all Transactions yet to be settled to Company;
Intellectual Property means any (i) copyright, patent, know-how, domain names, trademarks, trade names, service marks, brand names, corporate names, logos and designs (whether registered or unregistered) and all associated goodwill; (ii) applications for registration and the right to apply for registration for any of the same; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world (including its application programming interfaces);
Machine-Readable Medium means a medium capable of storing or accessing data in a format readable by a mechanical device via barcode or other relevant technology as specified in the Service Application Form from time to time;
Net Settlement Amount has the meaning given to it in Clause 3(c) of Schedule A;
Payment means the payment in representing the relevant Transaction Value made or to be made by an Alipay User for the purposes of completing the relevant Transaction;
Payment Confirmation means the confirmation that a Payment has been made by an Alipay User; PRC means the People’s Republic of China, but for the purposes of this Agreement does not include Taiwan, Hong Kong Special Administrative Region and Macao Special Administrative Region;
Product means any and all goods, products, services and/or items that Company makes available for sale to any person, including Alipay Users, on Company’s Platform;
Refund means, as appropriate, either (i) the process whereby a Payment already made by an Alipay User is credited, in whole or in part, to that Alipay User as instructed by Company or (ii) the amount of such returned funds;
RMB means Ren Min Bi being the lawful currency of the PRC;
Service Application Form means the ‘Service Application Form’ at the beginning of this Agreement or its online equivalent, if any, at the Alipay website;
Settlement Currency means the currency selected by Company in the Service Application Form;
Settlement Funds means the amount equal to the Funds Available for Settlement less any Service Fee payable and any other amounts which Alipay are entitled to withhold, deduct or set-off in accordance with this Agreement, which is payable to Company in accordance with this Agreement;
Settlement Limit means the limit specified by Company in the Service Application Form that will trigger settlement in accordance with Clause 3(g) of Schedule A;
Spot Payment means Payment in relation to a Transaction which is initiated by Company scanning the barcode (or other machine-readable format) generated in an Alipay User’s portable device by a device capable of accessing Machine-Readable Medium to enable Alipay Users to make cashless Payments at Company’s Platform;
"Tax
"
"means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof; For the avoidance of doubt, reference to “Tax” excludes any of the foregoing which are (i) franchise taxes, or (ii) property, personal property or rental taxes, or (iii) other taxes not applicable on the Service Fee or Settlement Fee (if applicable) (collectively "Excluded Taxes");"
Term means, as appropriate, either the Initial Term or any Renewal Term, each as defined in Clause 16 of Schedule B;
Transaction means the sale and purchase transaction of Product(s) by an Alipay User from Company;
Transaction Evidence means such evidence as Alipay reasonably requires, including the names and prices of the Product(s) to which the disputed Payment relates, together with relevant proof that the Product(s) have been properly delivered or rendered to the Alipay User, and without limitation, video footage (e.g. CCTV), Transaction receipt and the name and contact information of the Alipay User who used Spot Payment to make Payment for the Product at Company’s Platform;
Transaction Value means, with respect to each Transaction, the amount (including any discount) payable by the Alipay User to Company in respect of the relevant Product(s); Unauthorized Payment means any Payment that has not been authorized by the relevant Alipay User; and
Working Day means a day (other than a Saturday or a Sunday or any public holiday) on which banks generally are open in Hong Kong and the PRC for the transaction of normal banking business.

Cross-Border Payment Addendum

This addendum applies where the Alipay Service under the Master Agreement is offered to the Company for the processing of cross-border Payments involving Alipay Users located in the PRC.
All capitalized terms used in this Addendum shall have the same meanings as those terms are defined in this Agreement.
Cross-Border Terms
  1. Modification. Where this addendum is applicable, in the event of a conflict between a provision of this addendum and a provision of the Master Agreement, the provision in this addendum will prevail.
  2. AML and Legal Obligations. Company acknowledges that Alipay has certain obligations under the AML laws and regulations applicable to Alipay in relation to Alipay Services. Company will at its own costs, keep such records and do such things as reasonably requested by Alipay, including the provision of records of transactions to Alipay, as are reasonably necessary to ensure that Alipay complies with any Applicable Law; provided that Company shall not be required to do anything which is inconsistent with or in breach of any Applicable Law.
  3. Prohibited Products. In accordance with Clause 6(c) of Schedule A, set out below is a list of Prohibited Products, which may be updated by Alipay and notified to Company from time to time:
    EnglishChinese
    "Illegal political audio visual products and publications非法政治音像製品、出版物"
    "Illegal political cards and program channels非法反動卡類和節目台"
    "State secret documents and information國家機密檔資料等"
    "Pornographic and vulgar audio visual products/publications黃色低俗音像製品/出版物"
    "Pornographic and vulgar erotic services黃色低俗色情服務"
    "Pornographic and vulgar cards and program channels黃色低俗卡類和節目台"
    "Other pornographic and vulgar articles or services其他黃色低俗物品或服務"
    "Gambling tools賭博器具"
    "Private lottery私彩"
    "Gambling/betting賭博/博彩服務"
    "Narcotics毒品"
    "Narcotic-taking tools吸毒工具"
    "Weapons of all types (including military weapons/firearms and accessories), replica weapons, ammunitions and explosives軍火武器/槍械及配件,含模擬槍、爆炸物"
    "Military or police equipment軍用、警用物品"
    "Controlled instruments (such as dagger) which would potentially be used as a weapon管制器具"
    "Illegally obtained proceeds or properties as result of crime犯罪物品"
    "Poisonous articles and hazardous chemicals劇毒物品和危險化學品"
    "Batons and electric batons甩棍、電棍、電擊棍等其他物品"
    "Lock pick tools開鎖工具"
    "Anesthetic, psychotropic or prescription medicine; illegal unregistered medicine麻醉藥品、精神類藥品、處方藥、無批號藥品"
    "Fetal gender determination胎兒性別鑒定"
    "Aphrodisiac成人藥品"
    "Medical service, including medical consulting, hypnotherapy, plastic surgery醫療服務,包括醫療諮詢、催眠、整容整形"
    "Unauthorized payment service provider協力廠商轉支付平臺(二清無牌機構)"
    "Matchmaking service between Chinese and foreign citizen涉外婚介"
    "Hacking駭客攻擊"
    "Malware惡意軟體"
    "Services jeopardizing Alipay or any of its Affiliates or related party.危害阿裡巴巴各子公司或相關方的服務"
    "Certificate issuing and stamp carving that violate the law違法辦證刻章"
    "Crowd funding眾籌"
    "Video chat視頻聊天"
    "Religion宗教網站"
    "Online cemetery and worshipping網上公墓、網上祭祀等服務"
    "ID card information and other privacy information 身份證資訊等侵犯個人隱私的資訊"
    "Spy equipment間諜器材"
    "Computer privacy information monitoring 電腦隱私資訊監控"
    "Other privacy invasion material or service其他危害個人隱私的物品或服務"
    "Pyramid scheme傳銷"
    "Lottery彩票"
    "Gold investment黃金投資"
    "Credit card cashing信用卡套現"
    "Counterfeit currency假幣"
    "Sale or purchase of bank account or bank card in contravention with the Laws買賣銀行帳戶(銀行卡)"
    "Stock股票"
    "Fund基金"
    "Insurance保險"
    "Insurance platform保險平臺"
    "Bank financial products銀行理財產品"
    "Rebate service 返利"
    "Financial information software, financial products trading software股票軟體,股票資訊、財經資訊"
    "Single-purpose prepaid cards單用途預付卡"
    "Securities證券"
    "Illegal fund-raising非法集資"
    "Foreign exchange services外匯兌換服務"
    "P2P lendingP2P金融互助平臺"
    "POS paymentPOS支付"
    "Payment by instalments service分期付款服務"
    "Invoice虛開發票"
    "Bitcoin, Litecoin, Ybcoin, and other virtual currency transactions虛擬貨幣,比特幣、萊特幣、元寶幣等虛擬貨幣交易"
    "Satellite antenna衛星天線"
    "Archaeological and cultural relics考古文物"
    "Circulating RMB流通人民幣"
    "Foreign currency外幣"
    "Forged and fake food products假冒產品(食物類)"
    "Tobaccos煙草(線上禁售)"
    "Fireworks and firecrackers煙花爆竹"
    "Crude oil原油"
    "Human organs人體器官"
    "Surrogacy services代孕服務"
    "Impersonation in exams, plagiarism替考、代考、代寫論文服務"
    "Protected species國家保護動植物"
    "Smuggled goods走私物品"
    "Olympic Games or World Expo tickets, or other infringement according to state regulations特殊時期特殊規定(版權、國家同步規定、奧運)"
    "Seeds種子"
    "Real estates不動產買賣"
    "Charity慈善公益"
    "Auction拍賣"
    "Pawn典當"
    "Lucky draw抽獎"
    "Any animals, plants or products which contain dangerous germs, pests or any other living creature帶有危險性病菌,害蟲及其他有害生物的動物,植物及其產品"
    "Any products, medicine or any other article originates from epidemic area of infectious disease which causes threat to health of human beings or animals有碍人畜健康的,来自疫區其他能傳播疾病的制品,藥品或其他物品"
    "Public gathering集會活動"
    "Any other goods or services that violate the law其他違法產品或服務"