Alipay MS Terms and Conditions

(Updated as of April 2020)

Thank you for using the AlipaySingapore Merchant Account Services, which are governed by these Terms andConditions, including its Schedules，Supplements and Notices if applicable (Please notethat some but not all of the Alipay MS Services may be applicable to you).Please read them carefully.

1. ABOUT Alipay MS

1. These Terms and Conditions are entered into betweenyou and Alipay Merchant Services Pte.Ltd. (company registration number:201735998W), a private limited company incorporated in Singapore ("we", "us", "Alipay MS" or the "Company").

2. The Alipay MS Services are provided by Alipay MS, which is licensed by theMonetary Authority of Singapore under the Payment Services Act 2019 (No. 2 of2019) as a major payment institution. Please note that such licensing does NOTguarantee the performance of payment services and you take the risk of anyloss.

2. SCOPE OF THESE TERMS ANDCONDITIONS

1. These Terms and Conditions, as may be amended orsupplemented from time to time, govern the availability and use of the AlipayMS Services. Together with the Privacy Policy and any other related terms andconditions, they constitute the legal relationship between you and Alipay MS.By registering to use the Alipay MS Services, you agree to these Terms andConditions (as may be amended or supplemented from time to time). To the extentyou use any of the Services under the Alipay MS Services, you may have toaccept additional or supplementary terms and conditions as notified to you whenyou register for or use such Services. The additional or supplementary termsand conditions shall be deemed to form part of these Terms and Conditions.

2. You are responsible for regularly reviewing theseTerms and Conditions. You can always view the current Terms and Conditions onthe Merchant Portal. Alipay MS, in its sole discretion, may amend, revise orupdate these Terms and Conditions and any additional or supplementary terms andconditions that may apply, and it will post the amended Terms and Conditions inthe relevant section of the Merchant Portal. We shall notify you of any materialchanges via email or through the Merchant Portal. The changes will come intoeffect immediately unless otherwise specified in the notice of change. Any suchchange will not affect any transaction that was initiated prior to theeffective date of such change. Your continued use of the Alipay MS Servicesafter any changes to the Terms and Conditions shall constitute your consent tosuch changes.

3. These Terms and Conditions have been prepared inEnglish. In the event of any inconsistency between the original English versionand any translation, the English version shall govern.

3. The Alipay MS Services

1. The Alipay MS Services comprise of basic services("Basic Services") andadvanced services ("AdvancedServices"). Once you have set up your Alipay MS Account, you will beable to receive the Basic Services. The Alipay MS Services that constituteBasic Services are as follows:

2. Any or all of the Advanced Services are available onlyto selected registered users chosen by Alipay MS at its discretion ("Selected User"). The type ofAdvanced Service offered to a Selected User depends on the profile of theSelected User. Selected Users who choose to receive any or all of AdvancedServices are required to accept additional or supplementary terms andconditions as notified to the Selected User. The additional or supplementaryterms and conditions shall be deemed to form part of these Terms andConditions.

3. Alipay MS is an independent service provider for allpurposes and is not your trustee, nor the agent or trustee of any payer thatyou receive payments from or any payee that you make funds transfers to via theAlipay MS Services. You hereby authorize Alipay MS to execute the transactionsand payments as instructed by you in accordance with these Terms andConditions.

4. Once you have set up your Alipay MS Account, you willbe able to view the amount of funds in the various currencies held in yourAlipay MS Account by logging on to the Merchant Portal. Alipay MS will hold thefunds in an underlying bank account designated by Alipay MS in the name ofAlipay MS for the purpose of providing the Alipay MS Services. The funds inthis underlying bank account will be comingled with those of other Alipay MSAccount users, but it will be held separately from Alipay MS’s corporate fundsand will not be used for its operating expenses or for any other corporatepurposes.

5. The Alipay MS Account is not a bank account or depositnor do the Alipay MS Services offer the features and benefits of a traditionalbank account or deposit. You should not attempt to use the Alipay MS Account asa bank account or deposit. You will not receive any interest or other earningsfrom your Alipay MS Account. The funds are held by Alipay MS for your futureuse of the Alipay MS Services. By accepting these Terms and Conditions youacknowledge that the Singapore Deposit Insurance Scheme provided under theDeposit Insurance and Policy Owners' Protection Schemes Act, Chapter 77B ofSingapore, or other government-sponsored insurance does not apply to the fundsheld in connection with the Alipay MS Services. In the unlikely event that webecome insolvent, you may lose the amount held in your Alipay MS Account.However, we strictly adhere to applicable requirements which are designed toensure the safety and liquidity of funds held on behalf of customers, includingsegregation of customer funds.

6. No person or entity other than the registered user ofthe Alipay MS Account has any rights in relation to the funds held in theAlipay MS Account.

7. The Alipay MS Account and Alipay MS Services may besubject to certain limits and availability, which may depend on your country ofresidence, Applicable Law and other factors used by us to determine such limitsand availability from time to time at our sole discretion.

8. Alipay MS strictly prohibits using the Alipay MSServices while impersonating any person or entity or falsely claiming anaffiliation with any person or entity. The Alipay MS Services are intended toenable payment transactions for business-related and commercialactivities in the course of business and are not intended for personal orperson-to-person use (such as any remittance transactions on behalf of yourcustomers or any other persons). You may only use the Alipay MS Services forthe purposes as stated in these Terms and Conditions. We will block any and alltransactions initiated for personal reasons.

9. The Alipay MS Services are available in multiplecurrencies. These currencies may change, as determined by Alipay MS from timeto time. You should choose the currencies under which you wish to have yourAlipay MS Account held in. You will receive information required to receivefunds into your Alipay MS Account (“Credentials”)for each currency that you hold funds in.

10. You acknowledge and agree that Alipay MS is not involved in the provisionof any goods or services which you have sold to a buyer or obtained from anysupplier. Alipay MS shall not be liable in any way for the goods or serviceswhich you have sold or obtained, as applicable, including without limitationany defect, disruption, failure or unavailability of or relating to such goodsand services. You shall address all queries and resolve any disputes regardingsuch goods or services with the relevant buyer or supplier.

11. If you are registered in China mainland, you shallread and comply with the 《Cross-border payment and settlement service agreement》(https://render.alipay.com/p/c/k2zomyhh)，so that Alipay MS and its affiliates (e.g. Alipay.com Co., Ltd) can provideyou with the relevant services. Please read these terms carefully, especiallythe terms about the limitations or exemptions to the service provider’sliability.

12. Please refer to the Schedules set out below for the corresponding termsand conditions:

Schedule A

alibaba settlement service(receipt)

1. Once you have set up your Alipay MS Account, you willbe able to receive into your Alipay MS Account settlement funds for goods andservices which you have sold on the Alibaba Platforms, or for which payment isprocessed by Alipay MS' affiliates.

2. You can provide your Credentials to payers from whomyou wish to receive payment. You will receive incoming funds based on theCredentials. You will not receive incoming funds if you provide incorrectCredentials.

3. The time it takes for incoming funds to reach AlipayMS is not within Alipay MS's control. If you do not receive an expected inboundfund transfer, we may use reasonable effort to assist your inquiry. Incomingfunds may also be subject to the terms and conditions of the payer originatingthe funds transfer. Any issues or disputes associated with such terms and conditionsshould be resolved directly with the payer originating the fund transfer andare not the responsibility of Alipay MS.

4. You should be aware that using the Alipay MS Servicesto receive incoming funds does not necessarily mean that these transactions cannotbe reversed. We reserve the right to reverse a payment in case of an erroneouspayment or if the payer or the payer's bank or payment service provider hasreversed (or is reasonably likely to reverse) a payment which was used to fundthe payment to you. To the extent you receive any funds in error, you agree toimmediately notify Alipay MS and consent to Alipay MS reversing the transactionwhere necessary.

5. We reserve the right to reject or limit payments andfunds transfers to you at any time at our sole discretion. Payments and fundstransfers to you may be rejected for any reason, including but not limited toreasons related to compliance with Applicable Law (including Applicable Law onanti-money laundering) or Alipay MS risk management policies or procedures.When rejecting a payment or funds transfer to you, Alipay MS will be under noobligation to disclose the reason for the rejection.

6. Only payers approved by Alipay MS in Alipay MS's solediscretion may make payments or transfer funds to your Alipay MS Account.Incoming fund transfers sent by payers that are not approved by Alipay MS willbe declined and returned to the payer. Any costs and expenses associated withthe declined incoming fund transfers shall be borne by you or the payer, asapplicable. If an incoming fund transfer is rejected for any reason, fees maybe charged by the bank or other provider sending the payment or fund transfer.You are solely responsible for any fees incurred in connection with payments orfund transfers that are rejected.

Schedule B

ALIBABA SETTLEMENT SERVICE(WITHDRAW)

1. You can request a withdrawal of all or part of thefunds held in your Alipay MS Account at any time to your bank account, subjectto Applicable Law and Alipay MS’ policies and procedures.

2. To effect the withdrawal, you must log into theMerchant Portal, provide the details of the bank account, and enter the amountto be transferred. We are no longer responsible for the withdrawal payment oncethe withdrawn funds are received by the specified bank.

3. The Alibaba Settlement Service (Withdraw) may besubject to withdrawal and transfer limits which we may impose in our solediscretion from time to time. These limits may be adjusted dynamicallydepending on the type of identification document(s) you have provided to us aswell as on any other criteria we set from time to time. You can view theselimits at any time in the Merchant Portal. Before transferring any funds to thespecified bank account, you must ensure that your current withdrawal limitshave not been exceeded.

4. We may decline or defer your request for withdrawaland require you to send us additional documents to verify certain informationsuch as your identity, address or source of funds before we effect the transferof funds. You agree to cooperate with us regarding such verification.

5. You must not make a withdrawal to a bank account ifyou are not the named holder of that account. We take any violation of thisrequirement very seriously and may treat any breach of this requirement or anattempt to circumvent this requirement as a fraudulent act.

6. You must ensure that the payment details you enterwhen requesting a withdrawal are correct and complete. Providing Alipay MS withaccurate information shall be your sole responsibility. We will not be liablefor withdrawn funds being sent to the wrong bank account as a result of youproviding incorrect payment details. When withdrawing or transferring to a bankaccount, you must ensure that the account number, routing number, sort code,IBAN and/or BIC/SWIFT, and any other required information, are correct. In theevent that Alipay MS receives inaccurate payment information and the transferis later rejected, you may be charged payment rejection fees which may bededucted from your current payment or any future payments. If you havewithdrawn or transferred funds to the wrong bank account, you may request thatwe assist you in reclaiming the funds, however, we may charge you anadministration fee for doing so and we cannot guarantee that the reclamationefforts will be successful.

7. Alipay MS will initiate a withdrawal or transfer tothe specified bank account in the currency and amount you selected. Any feeswhich may be charged by the bank provider or any other payment provider notdirectly associated with Alipay MS or the withdrawal or transfer are your soleresponsibility and Alipay MS shall not be liable for such fees.

8. Once requested, withdrawals to the specified bankaccount may not be sent back to your Alipay MS Account and you will not be ableto refund funds transferred into the specified bank account back to your AlipayMS Account.

9. We will not be liable for any restrictions imposed bythe bank on any transfer.

10. You can only make a withdrawal or payment using yourAlipay MS Account balance to the extent that you have enough balance to supportthe withdrawals or payments. You are not allowed to make a withdrawal orpayment in excess of your Alipay MS Account balance. We will not extend creditin connection with your use of the Alipay MS Account.

11. In the event any withdrawal or payment is notsuccessful and the funds revert back to us, you authorize us to credit thefunds back to your Alipay MS Account, less any fees which may be charged by thebank provider or any other payment provider.

Schedule C

GENERALTERMS AND CONDITIONS

This Schedule C sets out the general terms andconditions applicable to all Alipay MS Services.

1. REGISTERING FOR Alipay

1. Only a business or individual engaging in commercialactivity in the course of business may apply to use the Alipay MS Services. Inorder to use the Alipay MS Services you must first register in the MerchantPortal by providing certain information and details. You may only register forthe Alipay MS Services by completing the online application form. During theapplication process, you will be subject to Alipay MS's Know Your Customer("KYC") process and AlipayMS's approval policies in place at the time of your application. As part of theregistration process, you will need to accept these Terms and Conditions andother Alipay policies that will be included in the registration process.Depending on the types of Services you register for, you may be asked toprovide additional information or documents or to accept additional orsupplementary terms and conditions covering such Services.

2. You authorize Alipay MS, directly or through thirdparties, to make any inquiries we consider necessary to validate your identityor the identity of your business entity, and its directors and beneficialowners, as applicable. This may include asking you for further information,requiring you to provide your date of birth, a taxpayer identification numberand other information that will allow us to reasonably identify you or yourbusiness entity, requiring you to take steps to confirm ownership of your emailaddress or financial instruments, ordering a credit report, or verifying yourinformation against third party databases or through other sources. We may alsoask to see your driver's license, passport or other identifying documents, aswell as certain business entity documentation, at any time. Depending on thetypes of Alipay MS Services you register for, Alipay MS may be required tofurther verify some of your details or your business entity's details. AlipayMS reserves the right to close, suspend, or limit access to the Alipay MSServices you register for in the event we are unable to obtain or verify thisinformation or if the information does not satisfy our requirements.

3. If you are an individual, you must be 18 years or olderto use the Alipay MS Services and by registering, you represent that you are 18years or older. We may require at any time that you provide evidence of yourage.

4. Each individual or business entity may only open oneAlipay MS Account.

5. You agree to comply with any Applicable Law in the relevant jurisdictions.You may register for the Alipay MS Services only if it is legal to do so inyour country or other jurisdiction of residence. If you registered for theAlipay MS Services on behalf of a business or commercial entity, you must belegally authorized under the business entity's formation documents to agree tothese Terms and Conditions and you must be allowed to use the Alipay MSServices by the Applicable Law of the jurisdiction governing the business entity.By registering, you represent and warrant to us that your use of the Alipay MSServices does not violate any Applicable Law applicable to you.

6. Upon registration for the Alipay MS Services, providedthat you are not restricted in your country from using such services, you willbe provided with information to enable you to use the Alipay MS Services, suchas the Credentials.

7. We may require you to provide us with additional information and documentsfrom time to time prior to using the Alipay MS Services. Such additionalinformation might include documents allowing Alipay MS to verify the source ofthe funds, including but not limited to invoices for services delivered forwhich you are being paid, and payment confirmation from the entity sending thefunds. We may request additional information to enable us to comply with anyApplicable Law. Such information will be used in conjunction with otherinformation we have in connection with your use of the Alipay MS Services.Failure to provide such requested information may result in us denying your useof the Alipay MS Services. All information you provide us must be accurate andcomplete. If we cannot verify that this information is accurate, we may denyyour use of the Alipay MS Services, or terminate your use of the Alipay MSServices.

2. MAINTAINING YOUR Alipay MSACCOUNT

1. You must ensure that your information on record withAlipay MS is always accurate and up to date and we shall not be liable for anyloss arising out of your failure to do so. We may ask you at any time toconfirm the accuracy of your information or to provide documents or otherevidence verifying such information.

2. We may contact you by e-mail, via the Merchant Portalor in other ways described in the How We Communicate paragraph below (paragraph9 of this Schedule C), with information or notices regarding your use of theAlipay MS Services. It is your responsibility to regularly check your Alipay MSAccount page online in the Merchant Portal and the proper functioning of youre-mail account or other methods of communication that you have registered withAlipay MS and to promptly retrieve and read our communications relating to youruse of the Alipay MS Services. We shall not be liable for any loss arising outof your failure to do so. You will be liable for any loss that directly resultsfrom any failure to submit, or notify us of a change in, your contact detailsin accordance with these Terms and Conditions.

3. Information regarding payments received, paymentssent, withdrawals, fees charged and other Alipay MS Services activity aredisplayed when you access your Alipay MS Account in the Merchant Portal. Eachtransaction is shown in the transaction history. You should check your AlipayMS Account balance and transaction history regularly. You should report anyirregularities or clarify any questions you have as soon as possible bycontacting Alipay Global Merchant Management Team.

4. In order to file a claim for an unauthorized orincorrectly executed transaction, you must immediately notify us after becomingaware of the unauthorized or incorrect transaction and in any event no laterthan sixty (60) days after the debit date of the transaction.

5. If your funds remain with Alipay MS for such period asmay be prescribed by Applicable Law on escheat and we are unable to contactyou, the funds may be required to be turned over to the relevant regulatoryauthorities under Applicable Law on escheat. Each jurisdiction has varying lawsas to when the Alipay MS Account is subject to escheat, and Alipay MS may berequired to send the funds to the jurisdiction of your last known address. Wewill make reasonable efforts to contact you before transferring escheatablefunds to a relevant regulatory authority.

6. We may close, suspend, or limit your access to youruse of the Alipay MS Account or Alipay MS Services and/or limit access to yourfunds if you violate these Terms and Conditions or, any other agreement you enterinto with Alipay MS or pursuant to any proprietary fraud and risk modeling usedby Alipay MS when assessing the risk associated with your use of the Alipay MSServices. We may also limit your access to funds per Applicable Law or theinstructions of law enforcement or our regulators.

7. If we receive a complaint and supporting materials(such as purchase records or a Temporary Restraining Order issued by a court)from a third party right holder alleging intellectual property infringementagainst you, we may, in our sole discretion, terminate, suspend or limit youruse of the Alipay MS Services or access to funds in your Alipay MS Account. Therestraints we may put on your Alipay MS Account include but are not limited tofreezing all or part of the funds in your Alipay MS Account. These restraints may remain in place untilyou fully resolve the disputes with the third party complainant. In the eventthat you and the third party complainant reach a settlement agreement, we maytransfer funds from your Alipay MS Account to the third party complainant orits representative, in accordance with and for the purpose of fulfilling thesettlement agreement.

8. If you do not actively use the Alipay MS Services wemay consider you to be inactive. Inactivity means that you (a) have not loggedinto your Alipay MS Account on the Merchant Portal for six (6) months or (b)had no transactions on your Alipay MS Account for six (6) months. Once you havebeen deemed inactive we may disable certain features and services, up to andincluding suspending your use of the Alipay MS Services. You may request AlipayMS to reactivate your Alipay MS Account at any time and Alipay MS mayreactivate your Alipay MS Account, in its sole discretion. To reactivate yourAlipay MS Account, you may be required to provide information to verify youridentity. If you do not reactivate your Alipay MS Account within one (1) yearfrom the date you had last logged in or the last transaction date on yourAlipay MS Account, and you have a balance in your Alipay MS Account, you may becharged a recurring inactivity fee which may over time reduce the balance inyour Alipay MS Account to zero. We reserve the right to close your Alipay MSAccount and terminate these Terms and Conditions in the event your Alipay MSAccount balance is zero at any time after one (1) year from the date you hadlast logged in or the last transaction date on your Alipay MS Account. If youdo not reactivate your Alipay MS Account within two (2) years from the date youhad last logged in or the last transaction date on your Alipay MS Account, andyou have a balance on your Alipay MS Account despite being charged anadministrative fee, we reserve the right to close your Alipay MS Account andterminate these Terms and Conditions. We will make reasonable efforts to notifyyou (1) before we suspend your account, (2) before we start to charge arecurring inactivity fee and (3) before we close your Alipay MS Account andterminate these Terms and Conditions.

3. KEEPING YOUR Alipay MSACCOUNT SAFE

1. You must take all reasonable steps to keep your AlipayMS Account password safe at all times and never disclose it to anyone. AlipayMS representatives will never ask you to provide your password to us or to athird party. Any message you receive or website you visit that asks for yourpassword, other than the Merchant Portal, should be reported to us. If you arein doubt whether a website is genuine, you should contact Alipay GlobalMerchant Management Team. It is advisable to change your password regularly inorder to reduce the risk of a security breach. We also advise you not to choosea password that is easily determined from information someone may know orgather about you.

2. If you have any indication or suspicion of your AlipayMS Account, login details, password, Credentials or other security featurebeing lost, stolen, misappropriated, used without authorization or otherwisecompromised, you must immediately change your password, and contact AlipayGlobal Merchant Management Team. Any delay in or failure to notify us may notonly affect the security of your Alipay MS Account but may result in you beingliable for any losses as a result.

3. We may suspend your Alipay MS Account or otherwiserestrict its functionality, in our sole discretion, on grounds relating to thesecurity of the Alipay MS Account or any of its security features or if wesuspect that an unauthorized or fraudulent use of your Alipay MS Account hasoccurred or that any of its security features have been compromised. We willlift the suspension and/or the restriction as soon as practicable after thecircumstances for the suspension and/or restriction have ceased to exist.

4. You must take all reasonable care to ensure that youre-mail account(s) are secure and only accessed by you, as your e-mail addressis one of the ways used to reset passwords or to communicate with you about thesecurity of your Alipay MS Account. If the e-mail addresses registered withyour Alipay MS Account is compromised, you should immediately contact AlipayGlobal Merchant Management Team.

5. Regardless of whether you are using a public, a sharedor your own computer to access your Alipay MS Account, you must always ensurethat your login details are not stored by the browser or cached or otherwiserecorded. You should never use any functionality that allows login details orpasswords to be stored by the computer you are using.

6. Additional Alipay products or services you use mayhave additional security requirements as specified in their applicable termsand conditions.

7. Only the individual named in Alipay MS records isauthorized to use the Alipay MS Services. You may not appoint or authorizeadditional persons to use the Alipay MS Services without our prior writtenconsent. You are responsible for all transactions initiated and fees incurredby use of the Alipay MS Services. If you allow another person to have accesswithout our prior written consent, you will be liable for all transactions andfees incurred by such use. You are wholly responsible for the use of the AlipayMS Services according to these Terms and Conditions.

4. CLOSING YOUR Alipay MSACCOUNT

1. You may close your Alipay MS Account at any time bycontacting Alipay Global Merchant Management Team.

2. If your Alipay MS Account holds a balance at the timeof its closure, we will ask you to withdraw your funds within a reasonableperiod of time, during which your Alipay MS Account will be accessible for thepurpose of withdrawing the remaining balance only. After the expiry of thisperiod you will not be able to access your Alipay MS Account but you maywithdraw any remaining funds by contacting Alipay Global Merchant ManagementTeam and requesting that the funds be sent to you in a manner that isreasonably acceptable for us. You may continue to withdraw remaining funds fora period of six (6) months, or such later period subject to Applicable Law,from the date of closure of your Alipay MS Account, but we suggest that youwithdraw your remaining funds as soon as possible as they will not earn anyinterest while remaining in your Alipay MS Account. Your obligations withregards to keeping your Alipay MS Account safe as set forth in the Keeping YourAlipay MS Account Safe paragraph above (paragraph 3 of this Schedule C) shallcontinue to apply.

3. We reserve the right to carry out any necessary checksrelating to money laundering, terrorism financing, fraud or other illegalactivity before authorizing any withdrawal of your funds, including in relationto returning any funds to you after you have closed your Alipay MS Account.

4. Once your Alipay MS Account is closed (whether by usin accordance with these Terms and Conditions or by you) and all funds havebeen withdrawn or your Alipay MS Account balance is zero, these Terms andConditions will be deemed to be automatically terminated (save for thoseprovisions which are specifically stated as surviving termination).

5. FEES

1. The Alipay MS Services may be subject to service,currency conversion and other fees. All pricing and fees are set forth in theMerchant Portal unless they have been separately advised and agreed with you(the "Pricing andFees"). The Pricing and Feesare incorporated herein by reference and form part of these Terms andConditions. The Pricing and Fees are subject to change in Alipay MS's solediscretion.

2. You agree to pay all Pricing and Fees and yourcontinued use of the Alipay MS Services indicates your continued acceptance ofthe Pricing and Fees. We will publish any updated fees online and post amessage in the Merchant Portal. If you are unclear as to any applicable fee,you should contact Alipay Global Merchant Management Team.

3. Your transactions may be subject to currencyconversions. If you make a withdrawal or transfer from your Alipay MS Accountdenominated in one currency to an account in a different currency, then theremay be a fee for the conversion into the destination currency as specified inthe Pricing and Fees.

4. Fees payable by you will be deducted from your AlipayMS Account and you hereby authorize us to so deduct such fees. Transaction feeswill be charged when the transaction is executed. If the balance in your AlipayMS Account is insufficient to cover the fees, we may refuse to execute thepayment. Reversal fees will be deducted when incurred.

5. You may be charged a recurring inactivity fee if youhave not used the Alipay MS Services for a period of one year from your lastlog in or last transaction. Such fee may, over time, reduce the balance in yourAlipay MS Account to zero.

6. YOUR DATA

1. We will ensure that all your personal information isheld in accordance with the data privacy and security provisions of ApplicableLaw, and our published Privacy Policy. Please read the Privacy Policy, whichsets out some or all of the ways we may collect, use, disclose, and manage yourpersonal information and is available at https://global.alipay.com/docs/ac/Platform/privacy. Alipay MS in its sole discretionmay amend the Privacy Policy by an update on the Privacy Policy page of the Merchant Portal. You may review the Privacy Policy at any time by clicking onthe Privacy Policy section on the Merchant Portal.

2. You will receive notifications in the Merchant Portalor by email that will inform you about new product features, promotions, etc.By accepting these Terms and Conditions, you agree to receive suchnotifications on a regular basis. If you do not wish to receive anynotifications from us, please contact Alipay Global Merchant Management Team.

3. In order to perform the obligations under thisAgreement and for the purpose of providing you with Alipay MS Services and/orother related services, your data may be collected by our affiliates, includingAlipay.com Co., Ltd. (“Alipay China”) and/or Alipay Singapore E-Commerce Private Limited (“AlipaySingapore”), and that Alipay Chinaand/or Alipay Singapore may share such data with us.

4. YOU ACKNOWLEDGE THAT ALIPAY MS RESERVES THE RIGHT TOACCESS AND DISCLOSE PERSONAL DATA RELATING TO YOU TO COMPLY WITH ALL APPLICABLELAW AND LAWFUL REQUESTS FROM GOVERNMENT AND/OR OTHER REGULATORY AUTHORITIES,AND/OR TO PROTECT ALIPAY MS, ITS CUSTOMERS AND OTHER USERS; AND TO DISCLOSEPERSONAL DATA TO THIRD PARTIES IF ALIPAY MS HAS REASONABLE REASON TO BELIEVEYOUR USE OF THE ALIPAY ACCOUNT IS IN VIOLATION OF THESE TERMS AND CONDITIONS ORIF ALIPAY MS IS OTHERWISE OBLIGED OR NEEDS TO DISCLOSE SUCH INFORMATION TO ANYRELEVANT AUTHORITY.

7. LIABILITY

1. It is entirely your responsibility to ensure that youonly make payments to or receive payments from persons or entities inconnection with commercial transactions in compliance with any Applicable Law.The mere fact that a person or entity accepts payments through us is not anindication of the legality of the supply or provision of their goods andservices. If you are in doubt as to the legality of a supply or purchase, youshould not continue with your payment. Alipay MS makes no representation orwarranty as to any products and services provided by any Alipay MS Accountholder.

2. In case of a (i) bona fide unauthorized payment or(ii) payment that was incorrectly executed due to an error by us, we shall atyour request promptly refund the payment amount including all fees deductedtherefrom, as long as you notify us of the unauthorized or incorrect paymentwithin sixty (60) days from the date of the transaction. This shall not applyif, in our sole discretion, you failed to comply with the provisions of theKeeping Your Alipay MS Account Safe paragraph above (paragraph 3 of thisSchedule C).

3. To the extent the security of the email account used toregister for the Alipay MS Services has been compromised, Alipay MS shall notbe liable for any funds lost, or any unauthorized payments made, as a result ofsuch compromise.

4. In case of any incorrect or misdirected but authorizedpayment, we shall take reasonable measures to assist you with tracing and, ifreasonably possible, recovering such payments, but we shall not be liable forany payments that cannot be recovered.

5. We shall not be liable for any disruption orimpairment of our Services or for disruptions or impairments of intermediaryservices on which we rely for the performance of our obligations hereunder,provided that such disruption or impairment is due to abnormal andunforeseeable circumstances beyond our reasonable control or the control of theintermediary affected.

6. We shall not be liable for any system suspension whichwe have announced in advance.

7. We shall not be liable for any losses arising from ourcompliance with legal and regulatory requirements.

8. Nothing in these Terms and Conditions shall operate toexclude liability for gross negligence, fraud or fraudulent misrepresentationor for any other liability that cannot be excluded or amended by agreementbetween the parties under Applicable Law.

9. Our obligation under these Terms and Conditions islimited to providing you with the Alipay MS Services and does not create anyresponsibility for, nor make any statement in relation to or endorsement of thequality, safety or legality of any goods or services which you have purchased orsold.

10. You are solely responsible for reporting to allapplicable government tax authorities all payments received into your Alipay MSAccount and for the payment of any applicable taxes that apply to suchpayments, as well as any other applicable reporting requirements, including butnot limited to, any customs or foreign currency controls. You represent andwarrant that you are in compliance with the U.S. Foreign Account Tax ComplianceAct ("FATCA") and all Applicable Law on tax and will remain compliant during theterm of these Terms and Conditions. Alipay MS does not assume anyresponsibility for any tax reporting or 1099K filing obligations. In the eventthat Alipay MS is required to collate information and documents from you forthe purposes of reporting to any authorities at the request from the relevantauthorities, Alipay MS will request such from you and you are obligated toprovide the same to Alipay MS upon request.

11. You are solely responsible for any taxes imposed byany tax authorities arising from the use of the services governed under theseTerms and Conditions.

12. You agree to defend, reimburse or compensate us andhold us, our other companies in our corporate group and any third parties onwhich we rely or partner with to deliver products and services (collectively,the "Indemnified Persons")harmless from any claim, demand, expenses or costs (including tax, legal fees,fines or penalties) that the Indemnified Persons incur or suffer due to orarising out of your or your agents' breach of these Terms and Conditions,breach of any Applicable Law (including any Applicable Law relating toanti-money laundering and countering the financing of terrorism, anti-briberyand anti-corruption, currency control and tax) and/or use of the Alipay MSServices. You hereby authorize us to set off any amounts which you owe to theIndemnified Persons pursuant to this paragraph from the balance in your AlipayMS Account. This provision shall survive termination of these Terms andConditions.

13. YOUR USE OF THE ALIPAY MS SERVICES IS AT YOUR OWNRISK. THE ALIPAY MS SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUTWARRANTIES OF ANY KIND. ALIPAY MS HEREBY DISCLAIMS ALL WARRANTIES, EITHEREXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE.

14. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,UNDER NO CIRCUMSTANCES WILL ALIPAY MS OR ITS AFFILIATES BE LIABLE UNDER ANYTHEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORYFOR LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ORPUNITIVE DAMAGES, EACH OF WHICH IS EXCLUDED BY AGREEMENT OF ALIPAY MS AND YOUREGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ALIPAY MS OR ANYENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDINGANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALIPAY MS’S CUMULATIVE LIABILITY,INCLUDING FOR CLAIMS, EXPENSES, DAMAGES OR INDEMNITY OBLIGATIONS UNDER OR INCONNECTION WITH ITS OBLIGATIONS UNDER THESE TERMS AND CONDITIONS, WILL NOTEXCEED THE LESSER OF (A) USD$500,000 OR (B) THE TOTAL FEES PAYABLE BY YOU TOALIPAY MS FOR ALIPAY MS SERVICES, WHERE SUCH SERVICES ARE PROVIDED IN THE SIX(6) COMPLETE CALENDAR MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THECLAIM UPON WHICH LIABILITY IS BASED. IN NO EVENT SHALL ALIPAY MS, ITSAFFILIATES, AGENTS, REPRESENTATIVES, DIRECTORS, OFFICERS, OR EMPLOYEES BELIABLE FOR ANY ACT OR OMISSION RESULTING FROM CIRCUMSTANCE BEYOND THEIRREASONABLE CONTROL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUHEREBY WAIVE ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO YOURUSE OF THE ALIPAY MS SERVICES BEYOND ONE (1) YEAR FROM THE FIRST OCCURRENCE OFTHE ACT, EVENT, CONDITION OR OMISSION ON WHICH SUCH CLAIM OR ACTION IS BASED.

15. You acknowledge that Alipay MS will provide the AlipayMS Services using facilities and services provided by banks, payment serviceproviders and clearing networks, and may also delegate any or all of its rightsand responsibilities under these Terms and Conditions to its affiliates,independent contractors or other third parties (collectively, the "Providers"). No agreement exists between the Providers andyourself and each of the Providers will accordingly have no direct liability toyou. You will not be a party to any agreement which Alipay MS may enter intowith the Providers from time to time, and accordingly you have no right toenjoy or enforce any benefit under such agreement or to claim against theProviders.

8. TERMINATION AND SUSPENSION

1. We may terminate or suspend your use of the Alipay MSServices at any time in our sole discretion. Grounds for termination orsuspension, including access to funds, include but are not limited to, (a) yourviolation of these Terms and Conditions, (b) your provision of any false,incomplete, inaccurate, or misleading information, (c) you are engaged infraudulent, money laundering, terrorism financing or other illegal activity orwe reasonably suspect the same, (d) we reasonably believe that your Alipay MSAccount has been compromised or for other security reasons, (e) if we arerequired to do so under any Applicable Law, or at the direction of anyregulatory, law enforcement or other competent authority, (f) if you have beendeemed inactive, or (g) as otherwise provided in these Terms and Conditions. Weshall notify you either prior to the suspension or termination or, if priornotification is not possible under the circumstances, promptly after thesuspension or termination, unless we are prohibited by Applicable Law to notifyyou. You may terminate your use of the Alipay MS Services with us at any timein accordance with the Closing Your Alipay MS Account paragraph above(paragraph 4 of this Schedule C).

2. If Alipay MS or its affiliates reasonably concludethat any change in any Applicable Law, including but not limited to anyapplicable government authority’s ruling, notice, policy or guidance (“Changein Law”) requires, or will require,Alipay MS or its affiliates to incur material incremental costs to comply withthe change, or will prohibit Alipay MS or its affiliates from performingmaterial obligations under these Terms and Conditions, then Alipay MS willmodify any provision of these Terms and Conditions as may be necessary toenable Alipay MS or its affiliates to comply with the Change in Law, asapplicable. Notwithstanding anythingcontrary in these Terms and Conditions, in the event that any Change in Lawrequires Alipay MS to terminate any or all of the Alipay MS Services or theseTerms and Conditions immediately, Alipay MS has the right to terminate themimmediately by written notice to you.

3. If we have terminated your use of the Alipay MSServices pursuant to these Terms and Conditions, we may in our sole discretiontake steps to close your Alipay MS Account. Together with a termination noticeor at any time thereafter we may give you instructions on how to withdrawremaining funds.

4. Termination of your use of the Alipay MS Services willnot affect our right to make deductions for any outstanding or unpaid fees.

9. HOW WE COMMUNICATE

1. To the fullest extent permitted by Applicable Law,these Terms and Conditions and any other agreements, notices or othercommunications from Alipay MS to you regarding our services being offered("Communications") may be provided to you electronically, and youconsent and agree to receive Communications in an electronic form. ElectronicCommunications may be posted on the pages within the Merchant Portal and/ordelivered to your email address. You can print a paper copy of or download anyelectronic Communication and retain it for your records. All Communications inelectronic format will be considered to be "in writing". Alipay MSreserves the right to provide Communications in paper format. Your consent toreceive Communications electronically is valid until you revoke your consent bynotifying us. If you revoke your consent to receive Communicationselectronically, we may terminate your right to use the Merchant Portal andAlipay MS Services, and you accept sole liability for any consequence resultingfrom suspension or termination of the Alipay MS Services, to the extentpermitted by Applicable Law.

2. We usually communicate with you via e-mail or byposting messages in the Merchant Portal. For this purpose you must at all timesmaintain at least one valid e-mail address. You are required to check forincoming messages regularly and frequently. Messages may contain links tofurther communication on our website. Any communication or notice sent bye-mail will be deemed received by you on the same day if it is received in youre-mail inbox or is posted to the Merchant Portal before 5:00 PM Singapore timeon a Business Day. If it is received after 5:00 PM Singapore time on a BusinessDay or at any other time, it will be deemed received on the next Business Day.

3. Where legislation requires us to provide informationto you on a durable medium, we will either send you an e-mail (with or withoutattachment) or send you a notification pointing you to information in theMerchant Portal in a way that enables you to print and retain the informationor another format that can be retained by you permanently for future reference.You are required to keep copies of all communications we send or make availableto you.

4. You can request a copy of the current Terms andConditions or any other contractual document relevant to you by contactingAlipay Global Merchant Management Team.

5. In order to view emails you need a computer withe-mail software that can display e-mails in HTML format. We may also send youattachments in Portable Document Format (PDF).

6. If you are unsure whether a communication isoriginating from us, please contact Alipay Global Merchant Management Team.

7. We may make available different languages forcommunication, but we reserve the right to communicate with you in English andyou will always accept communications made to you in English. Documents orcommunications in any other languages are for convenience only and shall notconstitute an obligation on us to conduct any further communication in thatlanguage.

8. Apart from communicating via e-mail, we may contactyou via letter, telephone, SMS or mobile phone, where appropriate, and we mayrequire communication via SMS in order to authenticate payments or otheractivity. Any communication or notice sent by post will be deemed receivedthree (3) days from the date of posting. Any communication or notice sent bySMS will be deemed received the same day.

9. You may contact us at any time by emailing AlipayGlobal Merchant Management Team.

10. COMPLAINTS

1. Any complaints about us or the services we provideshould be addressed to us in the first instance by contacting Alipay GlobalMerchant Management Team. You should clearly indicate that you wish to make acomplaint to us. This helps us to distinguish a complaint from a typical query.We may send an acknowledgement of complaint or request additional informationfrom you regarding your complaint.

2. Our goal is to provide you with a prompt answer orresolution to your complaint where possible. Nothing contained herein, however,constitutes a commitment by Alipay MS to resolve your complaint.

11. MISCELLANEOUS

1. No person other than the registered user of the AlipayMS Account shall have any rights under these Terms and Conditions.

2. Your use of the Alipay MS Services is personal to youand you may not assign any rights under the Terms and Conditions to any thirdparty nor grant any third party a legal or equitable interest in connectionwith your use of the Alipay MS Services. You may not delegate, in whole or inpart, these Terms and Conditions to any person or entity.

3. These Terms and Conditions shall be governed bySingapore law. In the event of any dispute or claim arising from or inconnection with these Terms and Conditions or your use of the Alipay MSServices, the relevant parties shall resolve such dispute or claim throughamicable negotiations. If such disputeor claim is still not resolved (including any dispute on the existence,validity or termination of these Terms and Conditions), you irrevocably consentto the matter being referred to and finally resolved by arbitration inSingapore administered by the Singapore International Arbitration Centre (“SIAC”). If anydispute is submitted to the SIAC for arbitration, the arbitration shall beconducted in accordance with the Arbitration Rules of the SIAC (SIAC Rules) inforce at the time of applying for arbitration, which rules are deemed to beincorporated by reference in this paragraph. The seat of the arbitration shallbe Singapore. The arbitration panel shall consist of one singlearbitrator. Unless the parties agreeotherwise, the arbitration shall be conducted in English. The arbitration award rendered by the SIACshall be final and binding on all the relevant parties.

4. If any provision of this Agreement is held to beinvalid or unenforceable, such provision shall be deleted and the remainingprovisions shall be enforced.

5. Headings are for reference purposes only and in no waydefine, limit, construe or describe the scope or extent of such section orparagraph.

6. No agency, partnership, joint venture,employee-employer or franchiser-franchisee relationship is intended or createdby these Terms and Conditions.

7. Any failure by Alipay MS to exercise any of our rightsunder these Terms and Conditions shall not constitute a waiver of such right ora waiver with respect to subsequent or similar breach. A waiver shall beeffective only if made in writing.

8. Alipay MS shall have the right to assign these Termsand Conditions (including all of our rights, titles, benefits, interests, andobligations and duties in these Terms and Conditions) to any of our affiliatesand to any successor in interest. Alipay MS may delegate certain of Alipay MS’rights and responsibilities under these Terms and Conditions to its affiliates,independent contractors or other third parties.

9. A person who is not a party to these Terms and Conditions has no rightsunder the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, toenforce any term of these Terms and Conditions, save that where any obligationsis owed by you to an Alipay MS affiliate, each of such Alipay MS affiliate mayenforce the terms of these Terms and Conditions against you.

10. Ifyou are a Singapore resident, your relevant money (as defined in the PaymentServices Act 2019 (No. 2 of 2019)) is being safeguarded by an undertaking fromStandard Chartered Bank (Singapore) Limited which will be fully liable to youfor such relevant money.

Schedule D

PROHIBITEDTRANSACTIONS

This Schedule D is applicable to all Alipay MSServices.

1. You will not use the Alipay MS Services or website forany illegal, fraudulent or other prohibited activity. If Alipay MS suspectsthat you may be engaging in or have engaged in a fraudulent, illegal orprohibited activity, including any violation of these Terms and Conditions,your access to the Alipay MS Services and website may be suspended orterminated. Additionally, depending on the severity of the violations, we maycontact law enforcement and will have no obligation to inform you of the same.

2. It is strictly forbidden to make or receive paymentsas consideration for or in connection with the following prohibited productsand services:

3. You may not use the Alipay MS Services if you areresiding, working or conducting business in any country restricted by the U.S.Office of Foreign Assets Control, or subject to sanctions imposed underApplicable Law. We may in our sole discretion decide to discontinue or restrictour services to residents of other countries at any time and without priornotice.

4. We reserve the right to suspend or terminate your useof the Alipay MS Services at any time if we reasonably believe to be requiredto do so by Applicable Law or in order to comply with recommendations issued bya relevant government authority or recognized body for the prevention offinancial crime.

5. It is strictly forbidden to use the Alipay MS Servicesfor any illegal purposes including but not limited to fraud, money launderingand terrorism financing. We will report any suspicious activity to the relevantlaw enforcement agency. You are prohibited from using the Alipay MS Services inany attempt to abuse, exploit or circumvent any Applicable Law.

6. If you conduct or attempt to conduct any transactionin violation of the prohibitions contained in this Schedule D or without thenecessary approval from Alipay MS, we reserve the right to (i) reverse thetransaction; (ii) terminate or suspend your use of the Alipay MS Services orAlipay MS Account; (iii) report the transaction to the relevant law enforcementagency; and (iv) claim damages from you.