Transaction Processing Policy

Definitions.

"End User" means a user of the Transaction Processor Services to purchase to goods or services at your merchant business.

"Card Brand" means any payment network(s) through which Transactions may be authorized and settled.

"Card Brand Rules" means all rules, regulations and by-laws of the Card Brand, including, if applicable, the Payment Card Industry Data Security Standards or "PCI."

"Transaction" means the sale and purchase transaction of product(s) or services by an End User from you.

"Transaction Data" means the Transaction data and information used or generated by Poynt in the provision of Transaction Processor Services.

“Transaction Evidence” means such evidence as a Transaction Processor reasonably requires and where available, including the names and prices of the product(s) to which the disputed Transaction relates, together with relevant proof that the product(s) has/have been properly delivered or rendered to the End User, and, without limitation, video footage (e.g. CCTV), Transaction receipt and the name and contact information of the End User who used the Transaction Processor Services for the product.

“Transaction Processor” means any third-party payment transaction processor whose Transaction Processor Services you use with the Software to process End User payment transactions.

“Transaction Processor Services” means services provided by a Transaction Processor for the authorization and processing of payments made by End Users to you in connection with any Transactions.

1. Fraud Prevention.

a. You shall not use Transaction Processor Services for any purpose of account top-up, account transfer or any other purpose that is solely related to funds transfer without an underlying Transaction.

b. You shall only use the Transaction Processor Services for you own account, for your own business purpose, and you will not make use of the payment interface provided by the Transaction Processor in connection with the Transaction Processor Services for performing any commercial or non-commercial services for any other third parties

2. Payment Security.

a. You will comply with all payment security requirements of the Card Brands and any other requirements as notified of such by Poynt.

b. You will provide Poynt with all or such part of the following information as is requested by Poynt before being provided with the Transaction Processor Services (collectively, the “Due Diligence Information”): (a) enterprise email address (but not individual email addresses), (b) your business’s legal and beneficial owner information, (c) your business name (registered and 'trading as' name), (d) merchant category code and merchant identifier (MID), (e) business operating address, and (f) any other relevant information upon Poynt’s reasonable request from time to time

3. Information Verification. You will share records and information (including Transaction information and records) with the Transaction Processor from time to time and you hereby authorize the Transaction Processor to provide the relevant records and information to governmental agencies, regulatory authorities and third party service providers for examination and verification as necessary.

4. AML Requirements. You shall comply with all Applicable Law on anti-money laundering, counter-terrorism financing and sanctions (together “AML”). You shall fully cooperate with the Transaction Processor’s reasonable due diligence (on site or in writing) of your AML policies and procedures, including but not limited to merchant management, sanctions and political exposed people review, suspicious transactions monitoring and reporting.

5. Transaction Processor License. The Transaction Processor owns or has been granted the appropriate licenses by the relevant owner to use, all right, title and interest in and to the Transaction Processor Services and the Transaction Processor branding and logo, including the rights to all related intellectual property. Subject to the terms of this Agreement and, as the case may be, any agreement between the Transaction Processor and the owner of the relevant Intellectual Property, you are hereby granted during the term of this Agreement, a license to use the relevant intellectual property in the Transaction Processor Services, and the Transaction Processor branding and logo solely for the purpose of using the Transaction Processor Services in accordance with this Agreement. Such license to use the relevant intellectual property granted is non-exclusive, non-sublicensable and non-transferrable, and may be modified or revoked by Poynt or the Transaction Processor in writing at any time during the term of this Agreement. You shall be permitted to use the Transaction Processor’s branding and logo solely as required for the purpose of using the Transaction Processor Services and strictly in accordance with the Transaction Processor’s requirements as provided to you. You agree that the licenses granted hereunder and the your use of such intellectual property under this Agreement will not confer any proprietary right, and you agree to take reasonable care to protect all such intellectual property from infringement or damage and cease all use of such intellectual property immediately upon termination of this Agreement. You will only use the Transaction Processor Services for you own account, for your own business purpose and will not make use of the payment interface provided by the Transaction Processor for performing any commercial or non-commercial services for any other third parties.

6. License to Transaction Processor. 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, you hereby grant to Poynt and the Transaction Processor a non-exclusive, non-transferable, royalty-free license to use, reproduce, publish, distribute and transmit any of your marketing materials, proprietary indicia or other similar items containing your intellectual property ("Merchant IP") necessary for Poynt and/or the Transaction Processor to perform its obligations contemplated by this Agreement and to refer to your business name in the public announcement as one of the partners using the Transaction Processor Services. You hereby represent and warrant that you have obtained all necessary authorities, permissions, approvals and licenses to license the Merchant IP and that the Merchant IP does not infringe the intellectual property of any third party

7. Data Privacy. You shall be solely responsible, where applicable, for obtaining any necessary consent for the collection, use, disclosure and transfer of Personal Information (as defined below). You and the Transaction Processor will take all commercially reasonable endeavors to ensure that the Personal Information is protected against misuse and loss, or unauthorized access, modification or disclosure and will promptly notify each other of any loss of, or any unauthorized disclosure of or access to, the Personal Information. The Transaction Processor may retain records of Payments for complying with Applicable Law and internal compliance requirements. “Personal Information” means personal information or data, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or data, processed by you or the Transaction Processor in connection with this Agreement. The Transaction Processor may transfer Transaction data, including Personal Information, to any of its affiliates that have been delegated any of its obligations under this Agreement.

8. Publicity. You will not issue any press release or make any public announcement pertaining to this Addendum without the prior written consent of the Transaction Processor unless required by Applicable Law. However, the preceding limitation will not be interpreted to prevent the Transaction Processor from making general statements about Transaction Processor’s business or about services similar to the Transaction Processor Services in or outside of the jurisdiction where you are located. Refund. If an End User requests and is due a refund in accordance with your after-sale service policy or a refund is required by Applicable Law, Poynt or you (as appropriate) will instruct the Transaction Processor in a timely manner to make such refund to the End User’s Transaction Processor account in accordance with applicable procedures.

9. Limitations and Reporting.

a. In accordance with its anti-money laundering, anti-fraud, and other compliance and security policies and procedures, the Transaction Processor may impose reasonable limitations and controls on your ability to use the Transaction Processor Services. Such limitations may include but are not limited to rejecting payments and/or or suspending/restricting any Transaction Processor Service with respect to your or certain Transactions. The Transaction Processor may, for the purposes of complying with relevant suspicious transaction reporting and tipping-off requirements under Applicable Law, report suspicious transactions to the relevant authorities without informing you.

b. In addition to the Due Diligence Information required above and where reasonably requested by the Transaction Processor during the Term, you shall provide the Transaction Processor or Poynt on behalf of the Transaction Processor such other relevant background or operational information (except for constitutional documents) at any time and at initial onboarding as the Transaction Processor reasonably believes may assist it in assessing you and your business (the “Due Diligence Obligations”). Your failure to comply with the foregoing Due Diligence Obligations will result in not having access to the Transaction Processor Services.

c. The Transaction Processor and/or Poynt each retain the full discretion to decline access to, suspend or terminate the provision of the Transaction Processor Services at any time and without incurring any liability, whether or not the Transaction Processor has already started permitting or cause to permit you access to the Transaction Processor Services. If Transaction Processor or Poynt decline access to, suspend, or terminate the provision of the Transaction Processor Services, Poynt will provide you a notice of disapproval (a “Disapproval Notice”).

10. End User Dispute Obligations. You shall be fully responsible for dealing with complaints (including without limitation unauthorized and error transaction disputes) from End Users in relation to complaints about Transactions initiated by such End Users using the Transaction Processor Services. You hereby acknowledge and agree that the Transaction Processor will only accept and process refund instructions if the request for refund is made within 365 days from the date of the Transaction. You shall notify End Users of the 365-day refund deadline at the time of the Transaction, whether through the provision of your after-sale service policy to the End User or any other appropriate and written communication that you have with the End User

11. Storage of Transaction Information. You shall maintain the records for each Transaction for a period of five years after the completion of the Transaction and Poynt and the Transaction Processor shall be entitled to reasonably review or otherwise access such records on prior reasonable written request. Subject to any restrictions under Applicable Law and otherwise not prohibited by contract, you shall provide Poynt, the Transaction Processor, and/or banks and/or regulatory or governmental authorities having jurisdiction over the Transaction Processor with or access to, the relevant Transaction information including but not limited to information on each the product, and the amount, currency, time and counterparties to each Transaction, within seven (7) Business Days of request. Subject to any restriction under Applicable Law, Poynt may advise you of the names of Transaction Processor’s banks or regulatory/governmental authorities and the subject matter to which such requests relate.

12. Transaction Processor as Payment Method. You shall not restrict End Users in any way from using the Transaction Processor Service 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 the Transaction Processor Service to make payments.

13. Prohibited Transactions. You shall not use the Transaction Processor Services with respect to any Transaction which is prohibited by this Agreement (including payments in relation to “Prohibited Products” as defined below), Applicable Law or which violate the Transaction Processor’s internal policies (as provided to you from time to time). You shall provide Poynt and/or the Transaction Processor with information about your products as reasonably requested from time to time. You shall not sell products through the Transaction Processor Services where such products contain articles prohibited from being sold to End Users under any Applicable Law, including without limitation the products set forth below to the extent applicable, which may be updated by Poynt or the Transaction Processor from time to time (together, "Prohibited Products"). The Transaction Processor will have the right to refuse to provide the Transaction Processor Services with respect to any Prohibited Transaction.

Prohibited Products

Illegal political audio visual products and publications
Illegal political program channels
State secret documents and information
Pornographic and vulgar audio visual products, channels and publications
Pornographic and vulgar erotic services
Gambling devices and accessories
Lottery
Gambling service
Narcotics and related accessories
Weapons of all types (including daggers, firearms and accessories), replica weapons, ammunitions and explosives)
Military or police equipment
Illegally obtained proceeds or properties as result of crime
Poisonous or hazardous chemicals prohibited by Applicable Law and/or the laws of the People's Republic of China
Batons and electric batons
Lock picking tools and accessories
Anesthetic, psychotropic or prescription medicine prohibited by the People's Republic of China; illegal unregistered medicine
Fetal gender determination
Aphrodisiac
Medical services, including medical consulting, hypnotherapy, plastic surgery
Hacking services or accessories
Malwares
Software or services that may jeopardize the reputation and goodwill Alipay or any of its Affiliates or related party
Illegal publication of certificates issuing or carving of stamps
Crowd funding
Video chatting services
All religious websites, publication or accessories
Online cemeteries and ancestor worshipping
Sales of personal information (e.g. identity card information)
Espionage equipment and accessories
Services or products that infringe on personal privacy (e.g. online activity monitoring)
Pyramid schemes and multi-level marketing
Gold investment
Cash disbursement from credit funding sources (e.g. credit cards)
Counterfeit currency
Illegal sale of financial information (e.g. bank accounts, bank cards)
Stock and securities
Mutual Funds
Insurance products and platforms
Financial products and services
Rebate or cashback services
Software or products related to trading of financial products and information
Single-purpose prepaid cards (including gift cards and other stored value cards)
Illegal or un-registered fund-raising activities
Foreign exchange services
Peer to peer (P2P) lending services
Payment by instalments service
Trading in invoices issued within the Peoples’ Republic of China
Trading or sale of virtual currencies (e.g. Bitcoin, Litecoin)
Satellites and antennas
Archaeological and cultural relics
Trading or distribution of currency (both RMB and foreign currencies)
Counterfeit or replica food products
Online sale of tobaccos and cigarettes
Fireworks and firecrackers
Crude oil
Human organs
Surrogacy services
Services to facilitate plagiarism and examination fraud
Protected species
Smuggled goods
Sales of distribution of event tickets without license (e.g. Olympic Games or World Expo tickets)
Seeds
Real estates
Charitable Organizations
Auction sites and services
Pawn services
Lucky draw
Sale of animals, plants or products with contagious and hazardous diseases
Sale of animals, plants or products originating from areas declared with an epidemic outbreak of contagious diseases
Services or products facilitating unlawful public gathering

14. Permitted Use. You may only use the Transaction Processor Services for the products properly associated with your principal business as identified and provided to Poynt and the Transaction Processor in accordance with this Agreement

15. Presentation Guidelines.

a. You shall display the brand or logo of the Transaction Processor in parity with all other forms of payment method accepted by your business, such as next to the point of sale at physical retail stores or on your applications or promotional materials (as applicable), in each case where payment options are featured for the purchase of products.

b. You may only use the Transaction Processor’s logo and content for the purpose of indicating acceptance of Transaction Processor as a form of payment, unless otherwise authorized by the Transaction Processor. You shall present an accurate description of the Transaction Processor Services in accordance with Poynt and/or the Transaction Processor’s guidance as issued from time to time.

16. Rules for Unauthorized Payment.

a. If Poynt or the Transaction Processor determines in either of their sole discretion that certain features of the Transaction Processor Services (including but not limited to the Transaction funding channels) may be subject to high risk of unauthorized payment or fraudulent Transaction, Poynt and/or the Transaction Processor may, from time to time, suspend or terminate, with reasonable notice, the provision of such part of the Transaction Processor Services, including but not limited to adjusting the types, issuing banks and payment limit (whether per Transaction or per day) of the payment method that End Users will be able to use to complete the payment from time to time.

b. In any single calendar month, if the accumulative amount of unauthorized payments submitted through the Transaction Processor Services is unreasonable or suspect, You will, upon Poynt’s request, cooperate with the Transaction Processor and make commercially reasonable efforts to mitigate the risks of the relevant Transactions.

c. In the event that you fail to adopt any precautionary measure requested by Poynt or the Transaction Processor within 5 working days of receipt of the foregoing notice, Poynt may terminate this Agreement or suspend the Transaction Processor Services.

d. In the event that Poynt or the Transaction Processor reasonably suspects (i) you have breached or defaulted under any material term of this policy or (ii) you have suffered a data breach, Poynt may immediately suspend, upon written notice (including by email), your access to the Transaction Processor Services.

17. Fraud and Risk.

a. If an End User claims that an unauthorized payment or an otherwise fraudulent Transaction has been submitted via the Transaction Processor Service, you will comply with the following rules:

i. You shall provide Poynt and/or the Transaction Processor with Transaction Evidence including but not limited to transaction receipt, transaction logs, and catalog information, within 5 Working Days of Poynt’s or the Transaction Processor’s request.

ii. If the Transaction Processor does not receive the Transaction Evidence as requested, or if the unauthorized payment is a result of your willful default or negligence, then (a) the Transaction Processor may, having made due inquiry of the End User, and conducting a preliminary investigation in collaboration with Poynt, determine to reimburse an End User in the event of any unauthorized payment, and (b) upon receiving notice of such reimbursement, you will immediately pay to Poynt an amount equal to the foregoing reimbursement and Poynt shall be responsible for making an equal payment to the Transaction Processor.

iii. Each party agrees to provide the other with a written or email notice of any investigations by the Transaction Processor, along with a detailed description of such investigations and a copy of notices of reimbursements from the Transaction Processor undertaken pursuant to this subsection within two business days of the party becoming aware of such investigations and notices.

b. If Poynt or the Transaction Processor reasonably believes that a number of Transactions are Prohibited Transactions, unauthorized payments or otherwise fraudulent Transactions, you will, on reasonable prior written notice, provide Poynt and/or the Transaction Processor with access to your premises during normal business hours for the purpose of conducting onsite reviews of your risk management capabilities and your effectiveness in rejecting Prohibited Transactions, unauthorized payments or otherwise fraudulent Transactions. Each party agrees to provide the other with a copy of any notices of requests for access from the Transaction Processor under this subsection within two(2) business day of receipt of such notices.

18. Responsibilities for Service Fee and Settlement Fee. You shall not, directly or indirectly, transfer or otherwise impose any fee or charge to End User in addition to what you would normally charge End Users for your products in the normal course of business.

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