Memorandum of Agreement

MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

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

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

-and-

The MERCHANT, a domestic corporation duly organized and existing under and by virtue of the laws of Republic of the Philippines with principal place of business and office address as declared on the online application form represented in this act by the Registered Name also indicated on the online application form, duly authorized for this purpose, hereinafter referred to as MERCHANT;

WITNESSETH: That

WHEREAS, DRAGONPAY has represented that it has a system to allow MERCHANT’s clients to pay for subscriptions and purchases using a facility called DRAGONPAY as hereinafter defined;

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

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

1. DEFINITION OF TERMS

1.1 CLIENT – MERCHANT’s customer/end-user who transacts through the MERCHANT’s website or over the channels accepted by DRAGONPAY.

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

2. GENERAL POLICIES

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

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

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

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

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

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

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

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

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

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

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

3. RESPONSIBILITIES OF MERCHANT

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

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

3.3 MERCHANT is prohibited from using the DRAGONPAY SERVICE to receive payments for narcotics; unauthorized gaming; objectionable sexual materials such as child pornography; products infringing on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; or any other products or services prohibited by law. MERCHANT agrees that damages incurred by DRAGONPAY as a result of these activities, including fines and other related legal expenses, will be payable by MERCHANT.

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

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

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

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

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

3.9 MERCHANT acknowledges that the copyright, designs, trade marks and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph or any other materials or works used on, comprised or contained in the DRAGONPAY SERVICE, DRAGONPAY software and the DRAGONPAY Marks (collectively "the Materials") are the sole and exclusive property of DRAGONPAY and/or its licensors. MERCHANT further undertakes not to challenge, dispute or question such sole and exclusive property.

3.10 MERCHANT further agrees and undertakes that save as expressly permitted in this Agreement by DRAGONPAY, it shall not without DRAGONPAY’s prior written consent, perform the following:

3.10.1 reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink or transmit in any manner or by any means or store in an information retrieval system any part of the DRAGONPAY Website or the Materials; or

3.10.2 create or use derivative works from the Materials or create any hyperlink of any sort or manner to or from the DRAGONPAY Website from or to any other website or use any part of the Materials contained at the DRAGONPAY Website or any other server.

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

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

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

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

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

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

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

4. RESPONSIBILITIES OF DRAGONPAY

4.1 DRAGONPAY shall operate and maintain the DRAGONPAY SERVICE infrastructure 24 hours a day, 7 days a week.

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

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

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

4.5 DRAGONPAY shall provide MERCHANT with a Statement of Account based on an agreed schedule to show the amounts credited or debited for review and reconciliation purposes.

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

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

5. REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

6. MISCELLANEOUS

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

6.2 All information disclosed and exchanged between DRAGONPAY and MERCHANT made in the course of discussions, studies, or other work undertaken between the parties, shall be considered as Confidential Information. It is understood that said Confidential Information should not be distributed, disclosed or disseminated, and should only be known to employees who have a need to know such information for the purpose for which it is disclosed.

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

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

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

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

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

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

SCHEDULE 1

Schedule of Fees and Remittance

DRAGONPAY shall deduct the transaction fee from its payables to MERCHANT.

The transaction fees are as follows:

Channel	Transaction Fee (VAT-inclusive)
Paypal*	4.5% + PHP 15
Globe*	2% + PHP 10
All Other Available Channels	PHP 20.00

*Optional payment channels. After your account has been created, please email [email protected] to have them enabled on your account.

DRAGONPAY shall remit payments to MERCHANT on a weekly basis. There is a minimum fund-out of Five Thousand Pesos (PHP 5,000.00) only if the MERCHANT settlement bank account is not one of the following: BDO, BPI or Metrobank. For settlement to BDO, BPI or Metrobank, there is no minimum amount required to initiate payout. The remittance shall be in the form of check or deposit to a MERCHANT designated settlement bank account. Should there be charges in the remittance of payment, such as bank wire transfer fees, MERCHANT agrees to shoulder all such fees and charges.

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

There are NO ANNUAL FEES but merchants with no transactions within a 1 year period will be automatically deactivated.

SCHEDULE 2

Schedule of Web Site, Products, and Services

MERCHANT declares that the DRAGONPAY SERVICE will be used on the following website(s), mobile app(s) and brand(s) only: as declared on the online application form under Usage Website/App/Brand

MERCHANT declares that the above website/s, app(s) and brand(s) will be selling the following products and services only: as declared on the online application form under Sold Products and Services (Format "Name1, Description1, Classification1; Name2, Description2, Classification2..."; up to 1000 characters)