Introduction: UseePay Limited (hereinafter referred to as UseePay), as a service provider of international bank card network payment systems, agrees to provide international bank card network payment system services and fund collection and payment services for you. As a network e-commerce or online e-service provider, you agree to use the payment IT system and fund collection and payment services provided by UseePay in your business. Once you choose to use UseePay’s products and services, you will bear the responsibilities and obligations to comply with all applicable laws and regulations in all UseePay-related activities.

You will become a registered customer of International Payment Card Organizations (mainly Visa/Mastercard/American Express/Discover/JCB, etc.) while becoming a UseePay merchant, enjoy the rights of an international bank card customer according to the regulations of the International Payment Card Organizations and accept the transaction supervision of the International Payment Card Organizations on their registered customers. When International Payment Card Organizations find that the transactions of their registered customers pose risks, they have the right to terminate the transaction channels of these customers at any time, and impose fines according to their rules, such as the fine for fines out of limits for refusal of payment, GBPP/BRAM fines for that the products or services sold are contraband or infringe intellectual property rights, violate local laws and regulations, etc. For specific requirements and rules, please refer to the regulations of Card Organizations or UseePay’s official website. The supervision and penalties on registered customers by Card Organizations or upstream acquiring channels will be done through UseePay. You will not be able to evade the liabilities or penalties for any reason, and UseePay shall not be responsible for any adverse consequences caused by your improper business practices.

I.  Rules of Account Registration

1. You are a natural person, legal person or other organization with full capacity for civil rights and civil conduct as stipulated in the laws and are able to independently bear civil liabilities when agreeing to accept the Agreement and register as a user of UseePay; The content of the Agreement is not excluded by the country or region where you are located. In case the foregoing conditions are not met, you shall immediately terminate the registration or stop using this Service.

2. You agree to comply with all Hong Kong, Chinese mainland and international laws and regulations related to this Service, and provide correct, up-to-date and complete information of yours according to the prompts in the registry; You guarantee that you will not under any circumstances fraudulently use or steal the identity of others to register or interfere with others’ use of this Service.

3. You are obliged to maintain and update your “registration data or information” in a timely manner to ensure that they are correct, up-to-date and complete. In case you provide any erroneous, untrue, outdated or incomplete data or information, or in case we have reasonable grounds to suspect that your “registration data or information” are erroneous, untrue, outdated or incomplete, we have the right to suspend or terminate your account and refuse your current and future use of part of or all of this Service, and you agree to bear any direct or indirect losses, expenses, fees and penalties arising therefrom. Your failure to update the data or information in time, resulting in the failure to continue to provide this Service or any error in providing it, you shall not take this as the reason for cancelling the previous transactions that have been done, refusing to deliver goods or refusing to pay the handling fees to UseePay, and we shall bear no liabilities for all the consequences borne by yourself.

4. You will be fully responsible for all operations and statements made using this account and password. Only the authorized operators of yours can use your UseePay account, which cannot be transferred, bestowed or inherited. When deciding to discontinue the use of this account, you shall withdraw all the receivables under this account or issue other payment instructions to us, and apply to us for cancellation (permanent suspension) of this account.

5. You agree that if you lose all or part of your capacity for civil rights or civil conduct, we have the right to dispose of the money related to your UseePay account in accordance with valid legal documents (including but not limited to effective court decisions, effective wills, etc.).

6. You shall ensure that your account number and password are used only by your authorized operator. We identify your instructions through your username and password, and all acts carried out through passwords are regarded as authorized acts of you. You shall not leak, disclose or inform your account number and password to anyone else, nor shall you use the account number and password of anyone else. The person uses the account and password of another person and the actual registrant of the account number and password shall bear all legal responsibilities related to the transaction. In case your account number and/or password are known to others due to your reasons and your account number and/or password are used by them, which has caused losses to you, we shall not bear any responsibility.

7. In case you find that someone else fraudulently uses or embezzles your account number and password or any other situation without legal authorization, you shall immediately notify us in an effective manner and ask us to suspend relevant services. At the same time, you understand that it takes a reasonable time for us to take action on your request, and we bear no responsibility for the effects and consequences of the use of this Service by a Third Party before we accept the notice (which shall be free from any delay), unless it can be proved that we are intentionally or grossly negligent about the formation of the unauthorized use. In case you delay the notice, we shall not be liable for any losses incurred during the delay.

8. You agree that, for the security of operations and transactions, we have the right, in our independent judgment, to suspend or terminate your account without notice and to deny your access to part or all of this Service or to provide new functions in the event of any abnormal transaction or any transaction suspected to be abnormal or illegal. However, the judgment and discovery of abnormal transactions or transactions suspected to be abnormal or illegal do not constitute an obligation and responsibility of ours.

II. Rules for Use of Accounts

1. You shall legally publish information and operate in good faith in accordance with laws, regulations, regulations of International Payment Card Organizations and requirements for merchants with UseePay access, and shall not infringe upon the legitimate rights and interests of consumers and users by means of illegal operation, unfair competition, false propaganda, illegal advertising, commercial fraud, etc. You shall independently bear the liability for returning goods, complaints and compensation caused by false, outdated, inaccurate information on your website or infringement of intellectual property rights. For losses caused by you to UseePay due to the above actions, including but not limited to UseePay’s reputation, image and economy, you shall bear the liability for compensation.

2. You shall truthfully provide UseePay with your basic information, merchant access qualification materials and relevant legal certificates, and fully state your business scope. When the above information, registration information, registered email address, settlement information and other important information change, you shall notify UseePay in writing with an official seal at least 3 working days in advance, and provide corresponding qualification materials according to UseePay’s requirements; In case the above information is incomplete or the change has not been notified in time, you shall bear the adverse consequences arising therefrom independently, and UseePay has the right to claim compensation from you for any damage arising therefrom to itself. UseePay has absolute intellectual property rights and ownership over the contents, labels and procedures of the UseePay website, and you shall not reproduce, copy, intercept or recreate the contents of the UseePay website or create derivative products related thereto without the written authorization of UseePay.

3. You agree to abide by all transaction supervision policies stipulated by UseePay while enjoying the rights of registered UseePay customers. UseePay has the right to terminate the transaction channels of its registered customers at any time when UseePay discovers that the transactions are illegal, and you agree to bear the fines imposed by UseePay for violation or infringement, out-of-limit refusal of payment, out-of-limit fraud and other transactions. For specific penalty clauses, please refer to the fine rules of Card Organizations.

4. You shall use the payment platform management system provided by UseePay to formulate corresponding order processing, delivery or service provision procedures according to the settlement process of the UseePay payment platform. When you deliver practical goods to your customers, you shall require them to sign the receipt for confirmation after receiving the goods, and properly keep the relevant transaction information, and the relevant proof and information shall be kept for at least five years. In case you are required to provide the above materials according to the monitoring needs of UseePay, you shall submit all the transaction vouchers and relevant evidence required by the Notice from UseePay within 3 working days from the date of receiving it, and you shall not defend or refuse the investigation requirements and material submission requirements.

5. You shall take UseePay as the electronic payment service provider, and shall not refuse the successful transaction arising from the customer’s use of UseePay electronic payment service without justifiable reasons. In case your company violates this regulation, UseePay has the right to terminate the Agreement and pursue the liability for breach of contract accordingly.

6. Without the written permission of UseePay, you shall not use the electronic payment service for other websites than the websites agreed in the Agreement or for other businesses than the agreed businesses, and shall not extend the electronic payment service/equipment directly or in other forms to any Third Party outside you. In case you violate this regulation, UseePay has the right to immediately stop providing services to you, freeze your transaction funds and impose a fine on you. In case the businesses of the sub-websites or out of the Agreement involve brand infringement or money laundering, a fine of USD 25,000 shall be imposed each time, and you shall compensate all the losses caused thereby.

7. You shall keep the transaction materials with your customers (including but not limited to orders, purchase orders, shipping vouchers and other transaction materials required by UseePay, and if the IVR voice system is used, you shall keep the voice material) for at least five years for inspection by UseePay or the Bank.

8. In case your refusal rate/fraud rate exceeds the regulations of the Card Organizations, you shall reply with the measures to reduce the rate of refusal or fraud within five working days as required by UseePay and take actual measures to reduce it to the range specified by the Card Organizations and bear the fines caused by out-of-limit refusal and fraud. For specific penalty clauses, please refer to the master agreement.

9. In the online transaction process, you shall refund in time or entrust UseePay to complete the refund operation on your behalf through the merchant management system provided by UseePay and assume full responsibility.

III. Proprietary Information and Confidentiality

1. UseePay has the ownership and intellectual property rights of the web services provided by itself. The ownership of UseePay Web-based web service content includes but is not limited to:

a) All the contents in text, software, sound, pictures, videos, charts, labels and advertisements;

b) All the contents of e-mails; Other data and information provided by the UseePay website for users;

c) All rights, trademarks, labels and other property rights and interests based on the above contents.

2. The information obtained by both Parties during the cooperation period and the contents of this contract are confidential information, which includes but is not limited to:

a) The amount and payment method of transaction fees and annual service fees;

b) Settlement methods, interface technology, security protocols and certificates, etc.;

c) Other business information such as operation and memory transactions of the other Party known due to the signing of this contract.

3. Party A and Party B and all their employees (including all employees who have direct or indirect access to the bank card data and information of customers who pay through electronic payments) must keep confidential the bank card data of customers they know. It is not allowed to leak or disclose the customer’s bank card information or to use the customer’s bank card information to engage in illegal transactions such as card theft and counterfeiting. In case of losses caused by the above circumstances to the cardholder, the Responsible Party shall bear the responsibility in accordance with the law.

4. Party A and Party B shall have the same confidentiality obligations for confidential information such as the terms and conditions of the Agreement (including annexes and supplementary agreements), technical information and business information. Neither Party, during the negotiation and conclusion of the Agreement, the period of the Agreement and at any and all times after the termination of the Agreement, shall leak or disclose any confidential information of the other Party to any Third Party without the prior written consent of the other Party; Otherwise, it shall bear legal responsibilities.

5. In case one Party, during and after the performance of the Agreement, has violated the above agreed terms, the other Party has the right to claim the other Party to stop the infringement and claim liquidated damages and damages from the other Party, and has the right to unilaterally terminate the Agreement.

6. The confidentiality obligations under this term shall not be invalidated by the invalidity, premature termination, dissolution or inoperability of the Agreement.

IV. Liabilities for Breach of Agreement and Limitations of Liabilities

1. In case one Party has violated the Agreement and caused losses to the other Party, the other Party has the right to claim damages, and the scope of compensation includes actual losses and the expenses for the claim of actual losses.

2. In case UseePay’s payment products fail to operate normally or UseePay fails to fulfil its obligations under the Agreement in time due to other reasons of you, consumers or users, banks, telecommunications, networks, equipment and power supply failures, force majeure or else than UseePay, UseePay shall not bear relevant legal or compensation liabilities; You shall guarantee that UseePay is protected from Third-Party lawsuits or claims for compensation that may arise due to your reasons;

3. The services of UseePay for you, users or Third Parties involved in the Agreement are the behaviour of UseePay to fulfil its obligations to you and do not constitute any commitment to your consumers, users or Third Parties, and your consumers, users or Third Parties will not obtain direct claims against UseePay; UseePay performs its obligations under the Agreement in a professional manner, and the only remedy and liability for breach of this commitment is the resumption of it.

4. UseePay, as an independent Third-Party payment platform, shall not be responsible for business losses, loss of profits or other indirect losses of yours under any circumstances that may be involved in the performance of the Agreement.

5. UseePay’s liability for compensation shall not exceed the gross profit generated by the service fee paid by you in the previous year (i.e. the service fee paid by the merchant-the service fee charged by the channel).

6. In case GBPP/BRAM and refusal of paying fines are involved in the Agreement, they shall be implemented in accordance with the relevant regulations of the Card Organizations and bank or the master agreement signed by both Parties. For the terms of suspended accounts, the standard time of suspension is 180 days. Terms involving other default penalties shall be implemented according to the clauses in the master agreement. In case there is no relevant term in the master agreement, please refer to the penalty agreement of Card Organizations.

V. Restrictions for Activities

During your use of the UseePay service, you promise to avoid:

1. Violation of the Agreement, or any other agreement between you and UseePay.

2. Violation of any laws, regulations, regulations or provisions.

3. Infringement of copyright, patent, trademark, trade secret or other intellectual property, or portrait or privacy rights of UseePay or any Third Party.

4. Sale of counterfeit goods.

5. Acts in a manner of slander, trade slander, threat or harassment.

6. Provision of false, inaccurate or misleading information.

7. Participation in potentially fraudulent or suspicious activities and/or transactions.

8. Resulting in complaints or penalties against UseePay by consumers or any Third Party

9. Taking any action that may result in us losing any service from Internet service providers, payment processors, or other providers or service providers.

10. Harassing and/or threatening our employees, agents or other users.

11. Disclosure or distribution of other users’ information to Third Parties, or use of such information for marketing purposes, unless you have the express consent of the users.

12. Copying, reproducing, conveying to any Third Party, altering, modifying, creating derivative works of, publicly displaying or applying any content from the UseePay website without the written consent of us or of any applicable Third Party.

13. Unauthorized sales of categories that we have denied access to, see the requirements of Card Organizations and channels for details.

VI. Termination of Service

We will unilaterally terminate the service under the following circumstances:

1. You have violated the terms and conditions of the Agreement;

2. You have engaged in any of the restricted activities mentioned above;

3. You have violated the laws and regulations of any country or region;

4. You are in the process of dissolution or bankruptcy liquidation, or the judicial administrative organs have given warnings, fines and other relevant measures or sanctions for your violation of applicable laws;

5. Other circumstances where UseePay needs to terminate the Agreement at its discretion.

VII. Force Majeure

1. The term “force majeure” as mentioned in the Agreement refers to the objective circumstances that occur after the signing of the Agreement and cannot be foreseen, avoided and overcome by either Party, including but not limited to floods, fires, droughts, typhoons, earthquakes and other natural disasters, strikes, commotion, riots and wars (whether declared or not), and actions and in actions of government departments.

2. In view of the particularity of the internet, force majeure under the Agreement also includes but is not limited to malicious attacks by hackers, invasion and attack of computer viruses that cannot be prevented by existing normal security means, outbreak of large-scale new viruses, external power outages like power failure or power rationing, etc., which affect the normal operation of the internet.

3. In case of failure to perform or complete performance of the Agreement due to force majeure, either Party may be partially or completely exempted from performing its responsibilities.

4. After the occurrence of force majeure, Party A and Party B shall immediately negotiate and continue to perform the relevant matters of the Agreement and sign an interim agreement; The effect of the interim agreement shall cease upon the termination or elimination of such force majeure and its effects. In case the force majeure and its influence are not terminated or eliminated one month after the occurrence, Party A and Party B may terminate the Agreement through negotiation.