Merchant Acquiring and Gateway Agreement

1.1. IPSP will officially be the exclusive distributor of Merchant’s product and IPSP will use reasonable efforts to accept or decline any Merchant application within seven business days of receipt of a completed application from the MERCHANT. IPSP may refuse to accept any Merchant, and such decision shall be at the sole discretion of IPSP. A Merchant shall be considered accepted when (a) it has been approved by IPSP, and (b) it has fully executed a Merchant Application Form with IPSP.

1.2. IPSP agrees to provide Merchants credit card authorization, clearing and settlement for certain Approved Advertising Products (see section 1.5). For transactions in which the customer’s credit card is physically present in the Merchant's establishment, the Merchant may not use the IPSP‘s Acquirer Processing System.

1.3. Each Merchant has a website through which he sells Approved Advertising Products to customers over the web. The Merchant’s system will be connected to IPSP‘s API and acquirer bank to allow customers who are interested in purchasing Approved AdvertisingProducts from Merchant’s website to pay using a credit card (the “Acquirer Processing System”). The details of the transaction will pass through IPSP’s systems to obtain creditcard authorization and then submitted to IPSP for settlement.

1.4. The MERCHANT will integrate to the IPSP ‘s Acquirer Processing System in accordance with the instructions provided by IPSP.A. An Approved Advertising Product is a product or service: (a) offered for sale by MERCHANT on its Internet website at the Internet address (U.R.L) contained in the Merchant Application Form entered into by IPSP and Merchant; and (b) for which IPSP provides Authorization; IPS Preserves the right to refuse to proceed with any transaction involving any particular Authorized Advertising Product for whatever reason and IPSP is under no obligation to approve or process any particular transaction originating from the MERCHANT.

2.1. The MERCHANT must request authorization from IPSP (“Authorization”) before selling and delivering an Approved Advertising Product or Service to a customer. The Authorization indicates that IPSP authorizes the MERCHANT to deliver the Approved Advertising Products or Services to that specific customer.

2.2. The request for Authorization must include the information required by IPSP, including the transaction advertised price, any sales taxes, VAT or other duties and taxes, or shipping charges associated with the transaction which the customer will agree to pay (the“Total Sales Price”).IPSP reserves the right to decline to provide Authorization for any particular Purchase for any reason whatsoever.

A. The MERCHANT acknowledges, as per its agreement with IPSP, that the receipt of an Authorization for a particular transaction indicates only that at the Authorization date, IPSP has reason to believe that the Customer’s credit card: (a) has sufficient credit with the credit card issuer to pay the MERCHANT for the Total Sales Price of the Approved Products; (b) is being used within the card’s valid dates; (c) has not been reported as lost or stolen.

B. An Authorization does not guarantee that the person to whom the MERCHANT delivered the Approved Products is, in fact, the cardholder. The Authorization, by IPSP, does not guarantee that the transaction will not be subject to a Chargeback to the MERCHANT (see Section 4).

3.1. The MERCHANT, in its Application Form with IPSP, shall only instruct IPSP‘s Acquirer Processing System to “capture” the transaction and request Settlement for the purchase.

3.2. In this Agreement “Settlement” shall mean the payment to the MERCHANT, by IPSP, of the Total Sales Price less any charges deducted by IPSP and the Acquiring Bank, by the relevant card association and the customer’s card issuing institution. The acquiring bank officially sets Settlement or Payout. Official charges and rates are as follows:

*** All Fees are specified in Annex A

A. Any financial fines or penalties to be imposed by the International Card Schemes concerning the MERCHANT’s transactions shall be for the account of the merchant.

B. To cover the administrative and other costs of Chargebacks and Copy Requests, IPSP will charge a fee for each as follows: Chargebacks: 75 USD minimum per chargeback incase the chargeback ratio is deemed by IPSP to be excessive.

C. Under the acquiring bank’s guide, IPSP reserves the right to change all fees from timeto time upon five (5) days written notice to MERCHANT or via electronic communicationlike email, video calls,….

C.1. All Chargebacks, Credits, or other fees and due amounts to IPSP from anyMERCHANT will be automatically offset or deducted from amounts payable to suchMERCHANT for sales of Approved Products or, at IPSP’s sole discretion, from the MERCHANT’s Chargeback Reserve. In the event where the funds payable to theMERCHANT by IPSP for Purchases or the funds in the Chargeback Reserve are in sufficient to offset or deduct the amounts due to IPSP, IPSP may at its discretion either invoice Merchant for such amounts (such invoice should be paid promptly uponMerchant’s receipt thereof) or debit such amounts directly from Merchant’s bank account into which IPSP makes due payments to the MERCHANT.

C.2. Notwithstanding any of the foregoing provisions, the MERCHANT will be solely responsible for any outstanding due amount under its Merchant Application Form.

C.3. IPSP agrees to use reasonable efforts to process retrieval requests and chargebacks relating to Merchants.

C.4. IPSP is not liable for Settlements delayed or held by Acquiring Bank. However, IPSP will work with merchants in communication with Acquiring Bank if such delay or hold occurs.

C.5. The IPSP is using an infrastructure that includes multiple acquirers and banks , each one ofthem has different settlement cycles and time zones. Therefore, there might be discrepancies between the weekly settlement amount received by the Merchant and the numbers displayed on the merchant dashboard. A relevant CSV of the transactions settled and non-settled will be presented. All non-settled transactions will be settled in the next settlement cycle(s).

4.1. A “Chargeback” is a Purchase to which IPSP has the right to retrieve reimbursement from the MERCHANT for the Total Sale Price of such Purchase. IPSP will impose a fee foreach chargeback (see section 3.5).

4.2. IPSP will have the right at any time to Chargeback a Purchase, without notice, in any situation relating to the Merchant’s obligations under its Merchant Service Agreement inwhich: (a) The MERCHANT fails to comply with any term of this Agreement applicable to aPurchase; (b) A Purchase is alleged to have been accepted or requested improperly or without the authorization of the customer; (c) The customer disputes the sale, quality, quantity, or delivery of a Purchase or the performance or quality thereof; (d) TheMERCHANT did not obtain Authorization for such Purchase in accordance with the terms of Section 2 hereof; (e) the MERCHANT fails to provide an adequate response to are quest from IPSP or a customer for information relating to a Purchase within seven (7)calendar days of the Merchant’s receipt thereof; (f) A Purchase is returned or disputed by the customer, whether or not a Credit transaction is subsequently issued for suchPurchase; (g) The customer is entitled to withhold payment to IPSP under applicable law;(h) Any international credit card association (scheme) claims reimbursement is due fromIPSP in accordance with the policies of such international credit card scheme and will befor the account of the merchant; (i) A Purchase was in violation of any law, rule or regulation of any governmental agency.

The Merchant will pay to the IPSP, upon demand, the face amount of any chargeback. The IPSP shall have the right to debit the Merchant’s incoming chargebacks, through a DesignatedAccount or any other funds of the Merchant in the IPSP’s direct and indirect control by reason of the security interest granted to the IPSP by the Merchant (as defined under Exhibit E), or by law and to charge back such sales to the Merchant in any of the following situations:

a. Where goods have been returned or services canceled (in accordance with pre agreed cancellation policies between Merchant and Cardholder) by a Cardholder and the Cardholder requested a credit to be made and such credit was not processed within ten (10) business days;

b. Where the transaction is for a type of goods or service sold other than as disclosedi n the Internet Merchant Application and approved in advance by the IPSP and the sales transaction was charged back by the Cardholder or issuer;

c. Where a Cardholder contends or disputes in writing to the IPSP or the Issuer that:(1) Goods or services were not received by the Cardholder or other authorized user; or (2)Goods or services were sold in a misleading fashion or manner by the Merchant; or (3)Goods or services were defective; or (4) The dispute reflects a claim or defense authorized against issuers or creditors by a governmental agency, a relevant statute or regulation.

The Merchant shall repay the IPSP the amount represented by the Transaction Record, if the IPSP reasonably determines that the Transaction Record is fraudulent or that the related transaction is not a bona fide transaction in the Merchant’s ordinary course of business, or is subject to any claim of illegality, cancellation, rescission, avoidance, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of the Merchant or the Merchant’s agents or employees. The relevant Merchant Account shall be subject to a review process in consultation with theMerchant and may lead to a change in terms for that Merchant Account or termination without cause, and the Merchant’s funds, including but not limited to those incoming transactions and in the Merchant’s Designated Account(s), shall be held. The IPSP will provide the Merchant with any information possessed by it, which may enable theMerchant to recover from others, the amount of any transaction charged back to theMerchant. The Merchant understands that the IPSP will levy a Chargeback Fee per chargeback plus the amount of any fees, fines, charges, levies, assessments, or penalties assessed by CUP, VISA or MasterCard against the IPSP for transactions arising from the activities of the Merchant whether such fees, fines, charges, levies, assessments, or penalties arise from the activities of the Merchant alone or in conjunction with other Merchants, or any other charges as may be established by the IPSP from time to time.

Furthermore, the IPSP may assess the Merchant a fee for processing any fines or penalties that may be charged by CUP, VISA or MasterCard at the sole and absolute discretion of the IPSP. Finally, the IPSP will accept automatically all chargebacks presented by the acquirers on behalf of the Merchant, except if the Merchant indicates otherwise prior to the signature of this Agreement. In the case the CHB ration is above 2%, the MID is in jeopardy and could be shut down. In the case your CHB ratio is higher than2%, the IPSP reserves the right to implement a USD 10,000 fine per settlement. If MID is shutdown, the IPSP reserves the right to charge USD 50,000 to the Merchant.

• The Merchant engages in any excessive, as determined in the IPSP’s sole reasonable discretion, processing of charges, which represents an overcharge to Cardholders by duplication of charges.• Failure by the Merchant to fully disclose the true nature of its business to the permit a fully informed decision as to the suitability of the Merchant for processing through the IPSP.• Failure by the Merchant to fully disclose the true ownership of the Merchant’s business entity.• Excessive, as determined in the IPSP sole reasonable discretion, processing by theMerchant of unauthorized charges, which shall mean clearly fraudulent charges.• Processing by the Merchant of charges for any other merchant or third party other than the Merchants contracted agents for whom the IPSP has approved a MerchantAccount following receipt of a Merchant Application. • The Merchant processes any credits to any CUP, VISA or MasterCard account • or controlled by the Merchant, except in conjunction with legitimate purchases of theMerchant’s services.• Any misrepresentation made by the Merchant in completion of MERCHANT APPLICATION FORM or breach of any other covenant, warranty or representation contained in the Agreement, including a change of type of business without prior approval by the IPSP.• Excessive number of requests from consumers or issuing banks for retrieval of documentation from the Merchant.• Excessive credits that exceed sale transactions by ten percent (10%).• Any form of financial instability of the Merchant or diminishment of the financial condition of the Merchant to the IPSP.

The Chargeback Reserve Account will be maintained for a minimum of 6 months (180 days)or up to 12 months (365 days) after the date on which this Agreement terminates or until such time as IPSP determines that the release of the funds to Merchant is prudent, in the best interest of IPSP, and commercially reasonable, and that Merchant’s account with IPSP is fully resolved. Upon expiration of this 12-month period (or longer, as the case may be), any the balance remaining in the Chargeback Reserve Account will be paid to the Merchant. Funds held in the Chargeback Reserve Account will accrue or bear interest at an agreed competitive rate. The IPSP will inform Merchant in writing of any charges debited to the ChargebackReserve Account during this period. The calculation of the Chargeback Reserve Account shall be as described in Section 3: Settlements and Fees. Merchants may not make changes inChargeback Reserve Account without IPSP’s consent.The Merchant hereby confirms that it holds no liability to the IPSP for the release of the Chargeback Reserve Account as the IPSPis not liable for these monies.

The Merchant shall never knowingly accept or deposit a fraudulent sale or sale made by any other Merchant to whom it is not contracted and for whom the IPSP has not approved aMerchant Account under the terms of this Agreement. Should the Merchant do so, the Merchant agrees to pay the IPSP any fines imposed upon it by Visa and MasterCard International. The relevant Merchant account shall be subject to a review process in consultation with theMerchant and may lead to a change in terms for that Merchant Account or termination.Furthermore, funds in equal value to the affected sales may be placed into the ChargebackReserve Account and the contracted agent may be placed in MasterCard’s Member Alert ToControl High Risk Merchant (MATCH). The Merchant specifically acknowledges that placement on MATCH may result in the Merchant never being allowed to settle transactions again and theMerchant hereby expressly waives any claims or rights of claim against the IPSP arising from placement of the Merchant on MATCH. The Merchant agrees to be using a checkout feature on their designated website and acknowledges that they are accepting new customers with no prior history. Any traffic involving US gambling activity will be considered fraudulent sales and will automatically generate a notice of termination for cause. Any fine will be sent to the Merchant for immediate payment. Should the payment not been processed with the required times, the amount will be deducted from future payments and will be considered as Merchant liability.

The performance by the IPSP of all services called for in this Agreement shall be consistent with reasonable industry standards. The IPSP shall indemnify and hold the Merchant harmless from any liability, loss or damage which directly results from; (a) the IPSP not complying with the terms and conditions of this Agreement; or (b) any loss suffered by the Merchant as a result of the IPSP’s negligence. The IPSP shall not be liable for any special consequential, exemplary or punitive damages. In no event shall the IPSP’s liability to the Merchant hereunder exceed the amount of the net processing fees paid by the Merchant to the IPSP in the immediately preceding calendar month. The Merchant acknowledges and agrees that the indemnity here under shall not extend to any act or failure to act by any employee of the IPSP. The IPSP is hereby authorized by the Merchant to divulge the Merchant’s name, address and telephone number(s) to any third party who has reasonable right to know such information.

This Agreement may be terminated by the IPSP for any reason or cause whatsoever upon thirty(30) days prior written notice to the Merchant. The IPSP, in addition to any rights of immediate termination without notice as may be contained elsewhere in the Agreement, may terminate thisAgreement and at the IPSP’s discretion, any other business that is commonly owned or controlled by the Merchant for any reason or cause whatsoever upon thirty (30) days prior written notice to the Merchant. Such termination shall become effective on the later of thirty (30)days from the date such notice is given in the manner prescribed for notices herein or the date specified in such notice: provided, however, that in the event of termination due to breach by theMerchant of any of the terms and conditions of this Agreement, such termination shall become effective upon the giving of such notice by the IPSP. This Agreement may also be terminated effective upon the giving of notice, in writing without prior warning at the discretion of the IPSP in the event the IPSP determines that the Merchant’s type of business as indicated onMERCHANT APPLICATION FORM differs from the actual type of business the Merchant operates or the business as conducted by the Merchant could endanger the safety and/or soundness of the IPSP, the owner, officer or corporate entity has a separate relationship with the IPSP and such relationship has been terminated by the IPSP, or the Merchant is filed for bankruptcy or is otherwise shown to be insolvent and, in the event the Merchant is involved in money laundering, fraud, child pornography, drug trafficking, terrorism or any such activity and excessive chargebacks where continued business could result in the Merchant being identified in the CUP, Visa and MasterCard Payment Scheme Monitoring program. The IPSP may at its own discretion allow the Merchant to process while corrective action is being taken to correct the breach of agreement. This allowance does not waive the provision for immediate termination.

To secure all the obligations of the Merchant to the IPSP arising from this Agreement, theMerchant hereby grants the IPSP without prejudice to and over and above the special privilege provided by law to the IPSP’s country, a possessory security interest in, and hereby assigns, conveys, delivers, pledges and transfers to the IPSP all of the Merchant’s right, title and interest in and to, all deposits, regardless of source and whether or not finally collected or credited to, and all amounts contained in the Merchant’s Designated Account(s) and all other accounts now or hereafter established in the Merchant’s name at the IPSP. The said security interest may be exercised by the IPSP without notice or demand of any kind. The exercise of this security interest shall be in addition to any other rights of the IPSP under this Agreement or law. TheIPSP shall also have the right to require the Merchant to furnish such other and different security, as the IPSP shall deem appropriate, in the IPSP’s sole reasonable discretion, in order to secure the Merchant’s obligation under this Agreement. The Merchant agrees to execute any documents to take any actions required in order to comply with, perfect and maintain any security interest under this paragraph, however, any costs necessary for such documentation shall be borne by both parties.

The IPSP will debit the Merchant’s Designated Deposit Account daily for the Merchant ServiceCommission, on all card transaction volume and Transactions Fees as agreed with the Payment Service Provider (IPSP). Following consultation with and notice to the Merchant the IPSP shall have the right to review the Merchant Service Commission and Transaction Fees from time to time. The Merchant acknowledges that the IPSP has relied on the information contained in the MERCHANT APPLICATION (including but not limited to the type of business in which theMerchant is engaged, the product or services sold, the average sales or ticket size and projected monthly volume, and the ratio of keyed (non swiped transactions) in determining whether to accept the Merchant’s application and in the setting of the Merchant ServiceCommission and Transaction Fees charged to the Merchant, the Merchant acknowledges that the Merchant Service Commission quoted in the MERCHANT APPLICATION is contingent upon the Merchant using the correct PC software application, closing batches at least once every business day, and further understands that in the event that batches are not closed at least daily, additional commission may be charged. The Merchant further understands that if authorization is not obtained for every transaction, exactly matching the sales amount, an additional Merchant Service Commission may be charged for each transaction. From time to time, IPSP may change all rates, fees and charges set forth on Annex B. IPSP will provide written notice to Merchant of all amendments. IPSP may change the rates, fees and charges without prior written notice for due cause, such as Merchant’s sales volume or averageTransaction amount not meeting Merchant’s projections as contained in Merchant’s application for card processing services. If notice is required, IPSP will give written notice on the MerchantStatement. All new rates, fees and charges will become effective for the month immediately following the month.

11.1 The MERCHANT shall agree, as part of its Merchant Service Agreement, to provide clear and convenient means on its web site for customers and IPSP to make inquiries about the sale, quantity, quality, delivery, return or exchange of a Purchase so that the customer must reasonably be aware of them prior to the completion of the Purchase.

11.2 Items that must be included are the following:

(a) Country of Merchant’s domicile (b) Complete description of goods or services (c) Customer service contact information (d) Return, refund, exchanges and cancellation policies (e) Delivery policy (f) Transaction currency or currencies (g) Authorization Form

1. Additional items that ideally should be included on a Merchant’s web site include:(a) Privacy statements (b) When payment cards are charged (c) Commitment to process orders promptly (d) Commitment to respond to all enquiries within 7business days (e) A statement of what type of security is supported (f) A statement encouraging cardholders to retain a copy of the transaction record.

2. The MERCHANT policies must comply with all laws applicable to return, refund or exchange policies.

3. The MERCHANT shall agree to offset a Purchase with an appropriate credit to the customer (a “Credit”) when a refund, whole or in part, for a Purchase is due to a customer.

11.3 The MERCHANT must provide the cardholder with a transaction receipt. The cardholder's account number must never appear on the receipt. The MERCHANT must assign a unique identification number to the transaction and display it clearly on the receipt.

The Merchant shall regularly and promptly review all entries and other communications sent to the Merchant and to immediately notify the IPSP if any discrepancy exists between the Merchant’s records and those provided by the IPSP or with respect to any transfer that the Merchant beliefs was not authorized by the Merchant or Customer. If theMerchant fails to notify the IPSP within twenty (20) calendar days after the date that theIPSP mails or otherwise provides a statement of account or other report of activity to theMerchant, the Merchant will be responsible for all losses or other costs associated with any erroneous or unauthorized transfer. The foregoing does not limit the Merchant’s liability for other breaches of this Agreement.

The Merchant shall submit changes of, by way of example only, business name, business telephone and/or address, or any banking information, in writing, to the IPSP under the terms provided in this Agreement. The Merchant represents that it is engaged in the business specified on the Merchant Application portion of this Agreement. The Merchant shall not process payment transactions for any other type of business other than that on the Merchant Applications and approved by the IPSP.

The Merchant shall comply with CUP, Visa card and MasterCard website requirements asper Merchant Application and undertakes to notify the IPSP immediately when changes have been made to the Merchant’s website or in case terms of trade have changed.

Merchants hold full responsibilities should the Website be found with any non-compliance elements even before merchants start any transaction processing. IPSP reserves the right to impose a penalty to the Merchant.

Merchant Account will be deactivated immediately until the Website is compliant again. Are-activation fee will be imposed.

15.1. This Agreement does not give either party any rights in the other party’s name, trade names, trademarks, logo, service marks, domain names, URLs taglines or any other proprietary designations (“Marks”). No use may be made of either party’s marks without the prior written consent of that party.

15.2. Notwithstanding the foregoing, the MERCHANT agrees that IPSP may use its marks for the purpose of advertising that the MERCHANT uses IPSP’s Acquirer Processing System and services.

16.1. IPSP’s reserves the right to change all or part of the network configuration and the protocols used in providing the services of the IPSP’s Acquirer Processing System. If any such changes require CUSTOMER to change data communication protocols or communication networks then IPSP shall provide CUSTOMER with five days (5) days prior written notice.

16.2. Such changes will be at no charge to Merchant or CUSTOMER, unless such changes are: (a) occasioned by a credit card association, governmental regulatory authority or communications carrier, or (b) In order to accommodate current or future processing or other requirements of third party processors of credit card transactions, including, without limitation, systemic problem resolution, planned conversions and enhancements. For those changes where the MERCHANT is responsible for payment, the MERCHANT will pay promptly to IPSP any amounts due upon receipt of IPSP’s invoice.IPSP reserves the right to deduct such amounts from monies owed to the MERCHANT on purchases. IPSP shall provide MERCHANT with five (5) days prior written notice.

17.1. The MERCHANT will be deemed to represent and warrant to IPSP that for each Purchase:

a) Has performed or will promptly perform all of the Merchant’s obligations to the customer in connection with the Purchase evidenced thereby; b) The Purchase is, in all respects, as required by and in compliance with this Agreement and all laws, rules and regulations, governing the same; c) The request for Authorization represents a bona fide sale of merchandise or services only in the ordinary course of business for the Total Sale Price; and; d) The MERCHANT has no knowledge or notice that would impair enforceability or collection by IPSP as against the named customer.

17.2. The MERCHANT represents and warrants that:

a) This Agreement constitutes the valid and binding obligation of the MERCHANT and is enforceable against the MERCHANT according to its terms; b) The MERCHANT has full legal and corporate authority to enter into this Agreement, to perform its obligations hereunder; c) The MERCHANT is duly constituted and in good standing in the place of its formation. d) All the information and documents concerning the MERCHANT provided to IPSP in connection with the Merchant’s application is accurate and true.

The MERCHANT agrees to: a) Observe and comply with any rules or procedures and any changes as IPSP may prescribe upon thirty days written notice thereof; b) Preserve all records pertaining to Purchases and Credits of its customers for three years from date thereof and permit IPSP to examine and verify them at any reasonable time; c) Secure account numbers and Cardholders data behind firewalls or on servers inaccessible from the internet and comply with PCI DSS and other security requirements as required byIPSP and Card Scheme Providers as well as relevant Industry Associations; d) Notify IPSP immediately if its way of doing business or its service offerings is changing; e)Execute and file such statements and notices as IPSP may request to preserve or protect its interests hereunder; f) Comply with all laws applicable to the Merchant’s business activities including, without limitation, any export, import, customs or other restrictions on distributing any goods or services sold by the MERCHANT; g) Request to develop their website 'Cardholder Detail Screen' in such a way so as to provide the following information: 1. Cardholder Card Number 2. Expiry Date 3. CVC2 Value (a three digit number located on the signature panel) 4. Full Address 5. Email Address 6. *IdentityNumber 7. *VbV/MasterCard SecureCode * Optional. As and when any of the above is mandated by any of the card schemes these values will be mandatory for the merchant.

19.1. INDEMNIFICATION: The Merchant shall indemnify and hold the IPSP and its officers, employees, agents and independent contractors harmless from any liability, loss, damage, claim or complaint, and reasonable attorney’s fees and costs and any reasonable fee imposed by the IPSP to cover the IPSP’s administrative costs incurred, arising out of the Merchant’s breach of this Agreement, including but not limited to, misrepresentation or breach of any covenants or warranties herein contained. A fee of USD 50,000 per MID will be charged for the shutdown of a MID with a minimum of USD 100,000 per occurence. Additional fees resulting in loss of business as well VISA/MASTERCARD/AMEX penalties will be charged to the Merchant with an additional penalty of 50%.

In the event that Merchant, violates any terms, conditions, or obligations related specifically to Visa transactions set forth in the VISA/MASTERCARD/AMEX Rules, thisAgreement or any related documents, and as a result of the same the fine is imposed byVisa on the IPSP, the IPSP will charge the Merchant and the Merchant agrees to pay theIPSP an amount equal to six times the Fine amount imposed by the Card Scheme.

19.2. LIMITATION OF LIABILITY: Notwithstanding any other provision of this Agreement, the aggregate liability of theIPSP, its directors and employees whether in contract, tort or otherwise shall in no circumstances whatsoever exceed (the “Limit”) (i) the net processing fees paid by theMerchant to the IPSP in the immediately preceding calendar month or (ii) the sum of$100,000, whichever is the higher. The IPSP shall not be liable to the Merchant or any third party for indirect or unforeseeable losses and without limitation to the generality to the foregoing, for any special consequential, exemplary or punitive damages, economic loss or failure to realize expected profits, savings or other benefits. 

19.2.1. The IPSP shall not be liable to pay any damages for losses to the Merchant arising out of or in any way connected with the provision of information to the IPSP by the Merchant or its professional advisers or the failure of the Merchant or its professional advisers to provide information to the IPSP either punctually or at all or any fraudulent act, misrepresentation or wilful default on the part of the Merchant, the Merchant’s officers, directors, staff or professional advisers.

19.2.2. Subject to the Limit specified above, the liability of the IPSP to the Merchant shall be limited only to that proportion of the Merchant’s actual damages, which were directly and approximately caused by the IPSP.

19.2.3 The IPSP will not be required to take any action at the demand or upon the instructions of the Merchant pursuant to the Agreement to the extent that the same would violate any applicable law, decree, regulation or order of any government or governmental body (including any court or tribunal). As the IPSP uses an infrastructure that includes multiple acquirers and banks , each one of them has different settlement cycles and time zones. Therefore, there might bediscrepancies between the weekly settlement amount the Merchant receives to what theMerchant sees on its merchant dashboard. The IPSP attaches the relevant CSV of the transaction settled and one of non- settled. All non settled transactions will be settled inthe next settlement cycle.

If the IPSP executes an instruction of the Merchant, which contravenes a law or regulation, then the Merchant shall hold the IPSP harmless from any loss, claim, liability or expense asserted against or imposed upon the IPSP as a result of any such contravention.

20.1. It is the Merchant’s responsibility and at his own expense to: (a)Set up the connection to IPSP’s systems, according to the technical specifications, requirements and instructions of IPSP (b)To adhere to the technical specifications issued from time to time by IPSP (c)To conform to government regulations, current regulations by theTelecommunications Authority or other relevant Authorities.

20.2 The MERCHANT acknowledges that it shall request authorization through theAcquirer Processing System for all transactions regardless of the transaction amount(zero floor limits).

20.3 The Merchant has 7 days from the onboarding mail is sent to him/her/ it (HASH andPASS) to integrate the MID and generate traffic. if not the IPSP, at its own discretion, can close down the MID. In that case the Merchant will have to go through a revised onboarding process and the IPSP will be free to change pricing.

21.1. IPSP will use reasonable and prudent efforts to provide the Acquirer Processing System services in a reliable manner. IPSP will contract with reliable third parties for the products and services on which the Acquirer Processing System is dependent, including, but not limited to, communication or network service providers, whether owned or licensed. Notwithstanding the foregoing however, IPSP does not warrant or represent that the Acquirer Processing System will operate without interruptions or be error free.

21.2. IPSP will not be liable to the MERCHANT for fraudulent or unauthorized transactions made by the customers of the MERCHANT through the Acquirer Processing System, however or where so ever originated. IPSP will have no responsibility to equip the Acquirer Processing System with the means to intercept or prevent fraudulent or unauthorized transactions.

21.3. IPSP will not be liable for any loss of data in transit including without limitation between the MERCHANT, IPSP and the credit card associations.

22.1. IPSP and the MERCHANT each acknowledge that they may acquire information about the business, customers, operations and financial condition of the other and that this information and the terms of this Agreement are confidential (“Confidential Information”).

22.2. PSP and the MERCHANT each agree that they will not disclose Confidential Information about the other party to any third party without obtaining prior written consent. Confidential Information does not include Purchase transaction information or information in the public domain or information otherwise rightfully publicly disseminated.

22.3. Confidential Information may be disclosed by IPSP or the MERCHANT pursuant to the request of Credit Card Associations, a government agency, pursuant to a court order or other such legal process or requirement of law or in defense of any claims or causes of action asserted against it.

22.4. The MERCHANT acknowledges the sensitivity of a customer’s data including, but not limited to, a customer’s credit card account numbers, name, address, email address, and demographic, medical and other personal information. The MERCHANT agrees to maintain any such personal information, to the extent possessed by it, in a secure location in a manner which is generally considered by professionals in the computer industry who deal with similarly sensitive personal information as providing a level of security which is reasonable and customary to protect information of that kind from unauthorized disclosure, theft, or misuse, and in line with the PCI requirements and any other requirements as applicable from the relevant industry associations. The MERCHANT will only use such information for proper purposes under this Agreement and in accordance with applicable law.

22.5. The MERCHANT will indemnify and hold harmless IPSP for any losses or claims arising out of the Merchant’s breach of this section and in accordance with section 11hereof.

22.6. The MERCHANT grants the right to IPSP to enquire and inspect the Merchant’s systems and procedures in order to establish that the MERCHANT is in compliance with data security procedures.

The MERCHANT authorizes IPSP at any time to obtain investigative reports or consumer reports about the personal and/or commercial finances and activities, credit worthiness, credibility and reputation of the MERCHANT and/or any principals or primary shareholders of the MERCHANT.

24.1. This agreement will become effective when signed by the MERCHANT andaccepted by IPSP in writing and will remain in full force and effect until terminated byeither party upon ninety (90) days prior written notice to the other.

24.2. IPSP will have the right to terminate or suspend its performance pursuant to this Agreement at any time where the number of customer disputes, complaints or the amount of Chargebacks, Credits, reaches the thresholds set by Mastercard and Visa as unacceptable.

24.3. In the event of a material breach of any term of this Agreement by one party, the other party will give written notice to the party in breach requiring remedy of the breach within ten (10) days. If the party in breach fails to remedy the breach within that time, then the other party will be at liberty to terminate this Agreement on not less than ten (10) days written notice. All obligations that the MERCHANT has incurred, or exist, under thisAgreement as of the date of termination will survive such termination.

1. IPSP will be entitled, in its absolute discretion, to terminate the Agreement without notice in circumstances where the MERCHANT will have direct or indirect involvement in activities that are illegal, morally reprehensible or in contravention of either United Nations sanctions or international conventions or treaties, data security policies, including but not limited to terrorism, or a contravention of the general IPSP policies.

2. The MERCHANT shall not enter into any separate or direct agreement with any Bank or Acquirer or Processor introduced to the MERCHANT by IPSP for as long as the agreement is valid and until three years have elapsed from the termination of the agreement.

Governing Law

This Agreement will be construed in accordance with the laws of UAE without regard to the conflicts of law provisions thereof.

Joint Venture This Agreement does establish the partnership or joint venture between the MERCHANT and IPSP. The relationship of the parties hereto is not of independent contractors.

Applicable Time Zone Any reference to time or date herein will be construed to mean the date and time in effect in Australia, China/HK, USA and UK time zone.

The parties hereby acknowledge that they have expressly required that this agreement and any document ancillary there to be drawn up in the English language.

If any term of this Agreement will be invalid or unenforceable, the remainder of this Agreement and any other application of such terms will not be affected thereby.

Failure by either party hereto to enforce any term or condition of this Agreement will not be a waiver of the right to later enforce such term or condition or any other term or condition of this Agreement.

Each party hereto hereby consents to the exclusive jurisdiction of the courts in Dubai - United Arab Emirates, for resolution of any dispute, claim, or action arising out of or in connection with this Agreement. Each party hereto hereby waives any claim that the courts in Dubai - United Arab Emirates, is a forum non-conveniens and agrees to such venue.

A party hereto will not be responsible for any failure to perform any obligation hereunder including, without limitation, any failure of the IPSP’s Acquirer Processing System to perform as intended, attributable in whole or in part to: (a) a technological or telecommunications failure; (b)any act of terrorism, industrial dispute, civil unrest, war, or Act of God, (c) any change in any governmental or credit card association laws, regulations, or rules which renders such party’s continued performance impractical; or (d) any unforeseeable set of circumstances outside of such party’s reasonable control.

Any notices required to be sent to IPSP will be sent via overnight-receipted courier (e.g.,DHL, Federal Express, United Parcel Service, etc.) and will be deemed to have been received on the second business day after deposit by the MERCHANT of such notice with the overnight courier.

This Agreement may not be assigned, in whole or in part, by agreement, merger, operation of law, or otherwise, and any attempt to do so will be void. Notwithstanding the foregoing, IPSP may freely and at any time without any prior notice, assign this Agreement or any duty or right hereunder to any of its affiliates who are fully capable of performing IPSP’s obligations hereunder.

5.1.31. provide the Security Deposit according to the provisions of the Agreement and in the amount set in theTable of Parameters; 5.1.32. ensure that the E-Wallet contains at least the Minimal Account Balance every day without exceptions;