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1

“Access Request” means a request by you to become a consumer of our API and to access our API as part of the Services.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Account Application” means the application for which you require API access.

“Approved Purpose” means the purpose specified in your Access Request, which is approved by us in writing.

“API” means our application programming interface, accessible by you in accordance with the T&Cs.

“Attribution” means displaying our logo or the statement “powered by VMPay” on the web page where payment can be made via our website.

“Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Services. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the VMPay Software and Content. Your Confidential Information includes the Data.

“Content” means any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services or made available and accessed via the API, including without limitation any company information, invoice, documents or any other sensitive company or personal information or documents of you, any of your Affiliates, or any End User.

“Data” means all data, content, and information (including without limitation personal data (as defined in the PDPO)) owned, held, used or created by you or on your behalf that is stored using, or input into, the Services.

“End User” means an end user of your Account Application, including an end user that accesses or makes use of the API or the Content.

“Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. “Intellectual Property” has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

“Loan Applicant” means an applicant for a loan facility.

“Loan Borrower” means a borrower of a loan facility under a Loan Facility Agreement.

“Loan Facility” means a loan facility granted to a Loan Borrower under a Loan Facility Agreement the terms of which permit the Loan Borrower to, subject to such limit as specified under the Loan Facility Agreement, utilise the loan facility to make payment(s) to third party(-ies) via the Payment Services in lieu of a Payment Card.

“Loan Facility Agreement” means a loan facility agreement, in such form as we may specify from time to time and such terms as set by an Investor in relation to a Loan Applicant’s application for a loan facility, and where applicable, duly executed by the Loan Borrower and the Loan Lender thereunder and exchanged through our website, under which a loan facility is or has been granted by an Loan Investor to a Loan Applicant.

“Loan Investor” means a person who intends to provide one or more loan facility(-ies) to one or more Applicant(s).

“Loan Lender” means a lender of loan facility under a Loan Facility Agreement.

“Loan Services” means the services to be provided by us in relation to the facilitation of making of loans by Loan Investors to Loan Applicants, as set out in Clause 8.2.

“Payee” means the recipient of a Payment Amount as identified by the Payor.

“Payor” means the person providing Payment Card or Loan Facility charge instructions to us to process the Payment Amount via the Payment Services.

“party” means you and us, and in each case includes each party’ successors and permitted assigns.

“Payment Amount” means the amount nominated by the Payor for payment to the Payee.

“Payment Card” means a Payor’s payment card (including credit or debit cards) from a payment network listed on the Website (which may include Visa, Mastercard and UnionPay, as amended from time to time) that the Payor chooses to use in conjunction with the Payment Services.

“Payment Charged Date” means the date the Payment Card or Loan Facility nominated by the Payor is charged.

“Payment Services” means the services in relation to our payment facilitation service having the core functionality described on the Website (as the Website is updated from time to time), including the facilitation of:

(a) the making of payments to various Payees with your Payment Card or Loan Facility;

(b) access and use our API in accordance with the Approved Purpose set out in your Access Request as approved by us,

and including our Website, Payment APIs, email notifications, applications, buttons and widgets.

“PDPO” means the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).

“person” means an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

“Pre-Scheduled Payment” means a payment amount that has been scheduled in advance for processing on a future Payment Charged Date by the Payor.

“Services” means your access and use of our services, including our various websites, APIs, email notifications, applications, buttons and widgets, including without limitation the Payment Services and the Loan Services;

“Support Email Address” means info@vmpay.asia, as amended by us from time to time.

“Underlying Systems” means the VMPay Software, information technology (IT) solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

“VMPay Account” means the part of the Website you access with your VMPay User ID, and which allows you to view and/or manage your activity on the Services.

“VMPay Software” means the software owned by us (and our licensors) that is used to provide the Services.

“VMPay User ID” means unique name and/or password allocated to you to allow you to access certain parts of the Website (or if applicable, the API).

“VMPay”, “we”, our” or “us” means VMPay Asia Limited, a private company limited by shares incorporated under the laws of Hong Kong with its registered office situated at 30/F., Grandion Plaza, 932 Cheung Sha Wan Road, Lai Chi Kok, Kowloon, Hong Kong.

“VMPay Fee” means the applicable fee charged by us to process payments, as shown on our Website when a payment is created.

“Website” means www.vmpay.asia or such other site notified to you by us, including without limitation any Content posted on any forum or blog maintained under such Website, or any social media account, profile or page maintained in connection with our Services or the Website.

“you” or “your means any user of the Website, platform or Service provided by us.

2

Please read the T&Cs set forth below, as they apply to your access and use of our Services and any Content. Your signing up for a VMPay Account on the Website or access to and use of the Services (whether as a guest or otherwise) signifies your acceptance of the T&Cs and agreement to be legally bound by them and any and all other applicable terms referenced herein absolutely.

Where your access and use is on behalf of another person, entity, firm or business, you confirm that you are authorised to, and do in fact, agree to the T&Cs on that person’s behalf and that, by agreeing to the T&Cs on that person’s behalf, that person is bound by the T&Cs.

If you do not agree to the T&Cs, you are not authorised to access and use the Services, and you must immediately stop doing so.

You must not access and use the Services (whether as a guest or otherwise), unless you are at least 18 years old. You must not impersonate any other person, operate under an alias or otherwise conceal your identity.

3

These T&Cs refer to the additional terms in our Privacy Policy, which also apply to your use of our Services.

Our Privacy Policy sets out the terms on which we process any Data we collect from you, or that you provide to us. By using our Services, you consent to such processing and you warrant that all Data provided by you is accurate. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information both within and outside of Hong Kong for storage, processing and use by us. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your VMPay Account, which you may not be able to opt-out from receiving.

4

The Services are provided and operated by VMPay Asia Limited. VMPay is a private company limited by shares incorporated in Hong Kong and have its registered office at 30/F., Grandion Plaza, 932 Cheung Sha Wan Road, Lai Chi Kok, Kowloon, Hong Kong.

5

We may amend the T&Cs from time to time at our sole discretion without notice or liability to you. By continuing to use the Services following such amendments to the T&Cs, you agree to be bound by such amendments.

SCHEDULE 1 is the user manual of our Payment Services (the “Payment User Manual”). We may amend the Payment User Manual from time to time at our sole discretion without notice or liability to you. By continuing to use the Payment Services following such amendments to the User Manual, you agree to be bound by such amendments.

SCHEDULE 2 is the user manual of the API of our Services and your VMPay Account (the “API User Manual”). We may amend the API User Manual from time to time at our sole discretion without notice or liability to you. By continuing to use the Services following such amendments to the API User Manual, you agree to be bound by such amendments.

The T&Cs were last updated on 23 June 2021.

6

We may amend the T&Cs from time to time at our sole discretion without notice or liability to you. By continuing to use the Services following such amendments to the T&Cs, you agree to be bound by such amendments.

We make no representations, warranties or guarantees, whether expressed or implied, that our Services or any content on our Website is accurate, complete or up to date

We intend to continually update and improve the functionality of our Services, for example, to include new functionalities and/or features and/or to delete existing functionalities and/or features without notifying you in advance.

7

You must keep your VMPay User ID secret and must not share your VMPay User ID with any other person or permit any other person to use your VMPay User ID. You are solely responsible for any activity carried out using your VMPay User ID. You must immediately notify us if you become aware of any disclosure or unauthorised use of your VMPay User ID, by sending an email to the relevant Support Email Address.

You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use “strong“ passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

You must provide us with accurate, complete, and valid details when you schedule a payment using the Payment Services. Consequently, you acknowledge to, and agree with us that you are solely responsible for:

(a) amending and/or cancelling any Pre-Scheduled Payments that you have setup but for which any details have since changed;

(b) nominating a Payment Card or Loan Facility that will be valid on the Payment Charged Date; and

(c) providing us with the correct payment instructions, including for example the correct day on which the payment is to be made, the correct bank account details of the Payee and the correct Payment Amount.

If you decide you do not want to make a Pre-Scheduled Payment, it is your responsibility to cancel it by logging into your VMPay Account using your VMPay User ID. If you are not able to do so, you should contact us by telephone immediately and we will assess the progress of the payment and cancel it for you if cancellation is still reasonably possible.

If we have processed your payment according to your payment instructions, the payment will be considered correctly completed even if you made a mistake. If you provided incorrect information with your payment instructions, we will use reasonable efforts to recover the funds for you and may charge you a fee for that. We do not make any representation, warranty or guarantee on whether any such effort might be successful, and you remain liable to full indemnify us against all costs and expenses incurred in such efforts even in the case of failure.

We do not accept or process any instructions for making regular payments, i.e. one instruction to make multiple Pre-Scheduled Payments to the same Payee. We do not automatically initiate, arrange or process any payment from your Payment Card or Loan Facility to any Payee unless and until you re-confirm in such manner as designated in our Website your instruction to make such payment immediately before each such payment is processed. You are solely liable for any delay, loss, damage or liability arising from the operation of this Clause 7.6.

8

8.1

Our Payment Services

You must use the Payment Services in accordance with the T&Cs, solely for your own lawful, internal business purposes and must not resell or make available the Payment Services to any third party, or otherwise commercially exploit the Payment Services. When accessing and using the Payment Services, you must not:

(a) make a payment for any purpose except in settlement of:

(i) a trade payable incurred and owed by you or your subsidiary (the “Debtor”) to a third party independent of the Debtor on account of transaction(s) conducted in the ordinary course of business of the Debtor; and

(ii) any fees, charges, costs, tax, duties, levies or outgoings charged by a third party independent the Debtor in connection with either an obligation described in (i) above or a payment therefor;

(b) make a payment that is not in exchange for a product or service in a genuine arm’s length commercial transaction;

(c) make or collect an overpayment – you must not use the Payment Services to overpay your tax, supplier, insurance, rent, etc. or to collect funds which are not owed to you in the framework of a commercial transaction;

(d) make a payment for someone else – you may use the Payment Services only to make payments that are due by you or your subsidiaries;

(e) pay with a Payment Card or Loan Facility that does not belong to you, or which you are not authorised to use by the cardholder or utilise the Loan Facility (as the case may be); or

(f) split up one payment in several transactions other than for the purpose of using different Payment Cards (for this can cause reconciliation problems on the Payee’s side).

"We reserve the right to cancel or refuse to process any payment or impose limitations on the size, frequency and time frame of the payments we allow you to make or receive using the Payment Services. If we cancel, refuse to process a payment or impose any such limitation we do not have to give you a reason for doing so.",

8.2

Our Loan Services

VMPay are a loan facilitator. Our Loan Services, in relation to each loan facility, cover the following:

(a) providing standard templates for the Loan Applicant to prepare applications for loan facilities

(b) requesting for and collecting such information of the Loan Applicant as we or any Investor considers appropriate;

(c) compiling information of the Loan Applicant and circulate to the Loan Investors the loan application submitted by the Loan Applicant;

(d) if so required by an Investor, preparing credit and risk analysis on the application to the Loan Investor;

(e) receiving expressions of interest from the Loan Investor to provide a loan facility to the Loan Applicant in response to the latter’s application;

(f) providing standard templates for the Loan Investor to prepare and compile a Loan Facility Agreement for the Loan Applicant;

(g) informing the Loan Applicant on the terms and conditions of the loan facility offered by the Loan Investor;

(h) where the Loan Applicant accepts the terms and conditions of the loan facility offered by the Loan Investor and if the Loan Investor so instructs us in writing, circulate the Loan Facility Agreement prepared by the Investor for execution by the Loan Applicant;

(i) where the Loan Applicant has executed the Loan Facility Agreement, circulate the said Loan Facility Agreement to the Loan Investor for execution and return to us;

(j) after execution of the Loan Facility Agreement, if the Loan Investor so instructs us, receive the principal sum of the loan facility thereunder from the Loan Lender and remit the same as directed in writing by the Loan Lender, and send regular written reminders to the Loan Borrower to make repayments to the loan facility granted in accordance with the terms of the Loan Facility Agreement;

(k) where permitted by the terms of the Loan Facility Agreement or instructed by the Loan Lender, facilitate the payment of any proceeds of any cash loan facility to any account designated by the Loan Borrower; and

(l) where the Loan Borrower so instructs us, receive repayment(s) of the loan facility from the Loan Borrower and remit the same as directed in writing by the Loan Lender.

In rendering the Loan Services, VMPay acts as the agent (but not principal, dealer or broker) of the Loan Investor or the Loan Lender (as applicable) only. VMPay does not act for any Loan Applicant or Loan Borrower, and does not take or receive any charge from any Loan Applicant or Loan Borrower, for VMPay’s rendering of the Loan Services.

VMPay is NOT a money lender and does NOT as principal or participating lender make available any loan facility to any Loan Applicant. In particular, save as provided in Clause 8.2 or where any individual Loan Investor or Loan Lender having engaged us as their agent (but not principal, dealer or broker) to perform such service(s) for their sole benefit, we are NOT responsible for:

(a) conducting any evaluation or providing any advice to any Loan Applicant or potential Loan Applicant on any need for, or merits of any application for, any loan facility, or the terms of any loan facility offered by any Loan Investor;

(b) conducting any evaluation or providing any advice to any Loan Investor on the merits of any application for loan facility;

(c) making any decision that is binding on any Loan Investor as to accepting or rejecting any application for loan facility, granting or making available any loan facility to any Loan Applicant;

(d) save to the extent of providing a template loan facility agreement in accordance with Clause 8.2(f), preparing, reviewing, amending, or making any decision on any term of any Loan Facility Agreement;

(e) executing any loan agreement whether as principal Loan Lender or as attorney, authorised signatory or any other representative capacity for and on behalf of any Loan Borrower or Loan Lender;

(f) conducting or performing any step, preparing, compiling or circulating any document or record in compliance with any applicable law in relation to any Loan Facility Agreement or any loan facility thereunder;

(g) entering into any Loan Facility Agreement as a principal or participating lender, or grant or make available any loan as lender or participating lender;

(h) providing any financial accommodation for any principal sum under any Loan Facility Agreement;

(i) receiving the principal sum (or any part thereof) under any Loan Facility Agreement from any Loan Lender or remitting the same to any Loan Borrower or any other person;

(j) monitoring the use of the proceeds of any loan by any Loan Borrower;

(k) receiving any repayment (or any part thereof) or sum under any Loan Facility Agreement from any Loan Borrower or any other person or remitting the same to any Lender;

(l) receiving the assignment of any right under any Loan Facility Agreement from any Loan Lender; or

(m) save in compliance with any applicable law, regulation, order or direction from any competent court, governmental or regulatory body, enforcing or providing any assistance to the enforcement of any right of the Loan Lender or collection of any debt under any Loan Facility Agreement.

When accessing our Services, you must:

(a) not maintain more than one VMPay User ID, except for distinction of different businesses;

(b) not provide incorrect, incomplete or inaccurate information when you use the Services;

(c) not impersonate another person or misrepresent authorisation to act on behalf of others or us;

(d) correctly identify the sender of all electronic transmissions;

(e) not attempt to undermine the security or integrity of the Underlying Systems;

(f) not use, or misuse, the Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Services;

(g) not attempt to view, access or copy any material or data other than:

(i) that which you are authorised to access; and

(ii) to the extent necessary for you to use the Services in accordance with these T&Cs; and

(h) neither use the Services in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, incorrect or misleading.

We do not guarantee that our Services, or any content, will always be available or be uninterrupted. Access to our Services is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Services without notice. We will not be liable to you if for any reason any of our Services are unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our Services.

You are also responsible for ensuring that all persons who access our Services through your internet connection are aware of the T&Cs and other applicable terms and conditions, and that they comply with them.

We are not responsible for the contents available on or the set-up of any other websites linked to our Website (each an “external website”). Your access to and use of an external website is at your own risk and subject to any terms and conditions applicable to such access and use. We are not a party to any contractual arrangement entered into between you and the provider of any external website unless we expressly specify or agree. We are not responsible for the content, products or services of any external website and do not make any representations regarding the content or accuracy of any materials on such external websites.

Email messages sent to us over the Internet cannot be guaranteed to be completely secure. We are not responsible for any loss or damage you incur if you send a message to us, or if we send a message to you at your request, over the Internet.

Due to the nature of the Internet, messages and transactions may be subject to interruption, transmission blackout, delayed transmission or incorrect data transmission. We are not liable for malfunctions in communications facilities beyond our control that may affect the accuracy or timeliness of messages and transactions you send.

We do not represent or confirm any of the following:

(a) that our Website will be available and meet your requirements;

(b) that access to our Website will not be interrupted;

(c) that there will be no delay, failure, error or omission or loss of information in transmission;

(d) that no viruses or other contaminating or destructive properties will be transmitted; or

(e) that no damage will occur to your computer system.

You are and remain solely responsible for:

(a) adequate protection and back up of data and equipment; and

(b) undertaking reasonable and appropriate precautions to scan for computer viruses and other contaminating or destructive properties.

We do not represent or confirm the accuracy, functionality and performance of any third party software that may be used in connection with our website or the Services.

9

Save as expressly provided for in the T&Cs in relation to our rights to cancel payments, we do not operate a payment collection service. Consequently, in no circumstances are your permitted to arrange any person (other than yourself) to make any payment or refund of any money into your VMPay Account.

10

We do not operate a banking or stored value facility service. We are not an authorised institution (as defined in the Banking Ordinance (Chapter 155 of the laws of Hong Kong)) nor licensed to operate a stored value facility (as defined in the Payment Systems and Stored Value Facilities Ordinance (Chapter 584 of the laws of Hong Kong)).

As such, you may only make a payment through our Payment Services for the sole purpose of making an immediate payment in settlement of an obligation to a person who is not your Affiliate, which is currently due for repayment and the amount of which is not smaller than the payment made by you. Where you are a Loan Borrower under a Loan Facility Agreement which allows you to utilise the loan facility thereunder via the Website for cash withdrawal, upon any such utilisation the proceeds must be transferred in full to another bank account (not being your VMPay Account) designated by you. Any credit balance in your VMPay Account overnight will, after deduction of any handling or administrative fees by us, returned to the Payor of the last payment into your VMPay Account.

11

We do not operate a retail payment facility (as defined in the Payment Systems and Stored Value Facilities Ordinance (Chapter 584 of the laws of Hong Kong)) and not designated as such. As such, we reserve the right to cancel any transaction which we suspect or believe to represent a personal or private expense rather than a payment of an obligation incurred in the normal course of a business. Where you are a Loan Borrower under a Loan Facility Agreement which allows you to utilise the loan facility thereunder via the Website for cash withdrawal, you must not apply any such proceeds on a personal or private expense rather than in the normal course of a business.

12

You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must treat such information as confidential. You must not disclose it to any third party. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the T&Cs.

If you know or suspect that anyone other than you knows your password, you must promptly notify us at our Support Email Address.

13

We grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to:

(a) use the software that is provided to you by us as part of the Services;

(b) use the API to develop, test, operate and support your Account Application;

(c) allow access to your integration of the APIs within your Account Application to End Users; and

(d) to display the Content through the API within your Account Application.

This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by the T&Cs.

14

All Intellectual Property Rights subsisting in respect of the Services belong to us or have been lawfully licensed to us for use in connection with the Services. All rights under applicable laws are hereby reserved. You are not permitted to upload, post, publish, reproduce, transmit or distribute in any way any component of the website itself or create derivative works with respect thereto, as the website is copyrighted under applicable laws.

You agree that we are free to use, disclose, adopt and modify all and any ideas, concepts, knowhow, proposals, suggestions, comments and other communications and information provided by you to us (the “Feedback”) in connection with the Services and/or your use of the Services without any payment to you. You hereby waive and agree to waive all and any rights and claims for any consideration, fees, royalties, charges and/or other payments in relation to our use, disclosure, adoption and/or modification of any or all of your Feedback.

To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

15

You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).

You agree that this licence includes the right for us to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organisations or individuals who partner with us for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use.

Such additional uses by us or other companies, organisations or individuals who partner with us may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.

We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third-party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. We will not be responsible or liable for any use of your Content by us in accordance with these T&Cs. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

16

You acknowledge and agree that:

(a) we may require access to the Data to exercise our rights and perform our obligations under these T&Cs (including to process Amounts in accordance with your instructions, provide customer service, enhance the user experience of our product, comply with regulatory or other partner requirements (including but not limited to know-your-client (KYC) checks, screening, identity verification and transaction monitoring); and

(b) to the extent that this is necessary, we may authorise a member or members of our personnel to access the Data for this purpose.

You must arrange and make available to us all consents and approvals that are necessary for us to access the Data as described in Clause 16.1.

You acknowledge and agree that:

(a) we may:

(i) use Data and information about your use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Data);

(ii) use Analytical Data for our internal research and product development purposes, marketing, and to conduct statistical analysis and identify trends and insights; and

(iii) supply and receive Analytical Data to and from third parties;

(b) our rights with respect to Analytical Data above will survive termination or expiry of the T&Cs and any contract between you and us; and

(c) title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

You acknowledge and agree that to the extent any Data (including End User Data through the use of the API) contains personal data (as defined in the PDPO), in collecting, holding and processing such personal data through the Services, we are acting as your agent for the purposes of the PDPO and any other privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process such personal data in accordance with the PDPO and the T&Cs.

While we will take standard industry measures prevalent in Hong Kong to back up all Data stored in the course of the Services, you agree to keep a separate back-up copy of all Data uploaded by you onto the Services.

You agree that we may store Data (including any personal data (as defined in the PDPO)) in secure servers in Hong Kong or any other country. We may access such Data (including any personal data) in such countries from time to time without any further notice to or consent from you.

17

Please read this section carefully since it limits the liability of VMPay Asia Limited and its respective parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited. All Information in the T&Cs and our website is for your general reference only. We do not accept any responsibility whatsoever in respect of such information.

YOUR ACCESS TO AND USE OF OUR SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED “AS IS”, “AS AVAILABLE”. THE SERVICES ARE FOR YOUR OWN USE ONLY AND THE ENTITIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ON MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT.

THE ENTIRE LIABILITY OF THE ENTITIES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES OR OTHERWISE, IS DISCONTINUANCE OF YOUR USE OF THE WEBSITE AND THE SERVICES. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DO NOT ENDORSE, WARRANT OR GUARANTEE ANY MATERIAL, PRODUCT OR SERVICE OFFERED THROUGH US OR OUR SERVICES. WE ARE NOT AND WILL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE ENTITIES IN CONNECTION WITH EACH PAYMENT TRANSACTION PROCESSED BY THE WEBSITE EXCEED THE ACTUAL NET AMOUNT OF PROCESSING FEE PAID BY THE PAYOR TO US.

The Entities do not guarantee or assume any responsibility or make any representation to you that:

(a) the information presented in our Services is accurate, adequate, current or reliable, or may be used for any purpose other than for general reference;

(b) the information presented in our Services is free of defect, error, omission, virus or anything which may change, erase, add to or damage your software, data or equipment;

(c) messages sent through the internet including in connection with the services will be free from interception, corruption, error, delay or loss;

(d) access to the Services will be available or be uninterrupted;

(e) use of the Services will achieve any particular result; or

(f) defects in the Services will be corrected.

Without limiting the generality of the foregoing, in no event will the Entities be liable to you or any other person for any direct, indirect, incidental, special, punitive or consequential loss or damages, including any loss of business or profit, arising out of any use, or inability to use, the information or the Services, even if any of the Entities has been advised of the possibility of such loss or damages.

You will exercise and rely solely on your own skill and judgment, and seek such independent legal, financial, accounting and/or other professional advice as you consider necessary or appropriate. in your use and interpretation of the information and use of the services. You are responsible to ensure that your use of the information and the Services complies with all applicable legal requirements.

Without prejudice to the foregoing, if your use of the Services does not proceed satisfactorily and/or where applicable you do not receive appropriate responses to such use from us, as set out in the T&Cs or otherwise, you are advised to contact us at our Support Email Address. No such lack of response shall be deemed to constitute any acquiescence or waiver on our part.

The limitation of liability contained in the T&Cs will apply to the fullest extent permitted by applicable laws.

Each party warrants that it has full power and authority to enter into, and perform its obligations under, the T&Cs.

18

Each party must, unless in accordance with the T&Cs or applicable laws, or otherwise with the prior written consent of the other party:

(a) keep confidential at all times the Confidential Information of the other party;

(b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

(c) disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with this Clause 18.1.

The obligation of confidentiality in Clause 18.1 does not apply to any disclosure or use of Confidential Information:

(a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under the T&Cs;

(b) required by law (including under the rules of any stock exchange);

(c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

(d) which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

(e) by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this Clause 15.

19

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content.

You warrant that any Content provided by you to us does comply with all applicable laws, regulations and standards, and you will be liable to us for and forthwith upon receipt of a written demand from us indemnify us, keep us indemnified and hold us harmless against, any breach of any applicable laws, regulations or standards and you will be responsible for any loss, damage, fees, costs (including legal fees on a full indemnity basis) we suffer as a result of your breach of any such applicable laws, regulations or standards.

Any Content you upload to our Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such content for any purpose. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Website.

The views expressed by other users on our Website do not represent our views or values. We hereby expressly reserve all rights to remove any posting you make on our Website if, in our sole and absolute opinion, your post does not comply with our content standards. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabelled or are otherwise deceptive.

Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind, incurred directly or indirectly as a result of the use of the Services by any third party, including without limitation any defamatory, offensive, or illegal conduct of the third party, or the use of any Content posted, emailed, transmitted, or otherwise made available via the Services or broadcast elsewhere.

We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.

20

We respect the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorised to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and that you are authorised to act on behalf of the copyright owner.

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will also terminate a user's account if the user is determined to be a repeated infringer. Please report any such alleged infringement to our Support Email Address.

21

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on any Service, to suspend or terminate users, and to reclaim usernames without liability to us. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the T&Cs, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of ourselves, our users and the public.

We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our Website. You should use your own virus protection software.

You are prohibited from doing any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our system or service providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by us (and only pursuant to those terms and conditions), (scraping the Services without our prior consent is expressly prohibited); (iv) forge any transmission-control protocol/ internet protocol (TCP/IP) packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, trojan, worm, logic bomb or other material which is malicious or technologically harmful, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your access to our Services will cease immediately.

22

You may link to our Services provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Services in any website that is not owned by you. We reserve the right to withdraw linking permission without notice.

23

The links from the Services may take you to other sites or services and you acknowledge and agree that we have no responsibility for the accuracy or availability of any Information provided by third parties services and websites.

The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or other information. The types and extent of advertising by us on the Services are subject to change. In consideration for us granting you access to and use of the Services, you agree that we and our third-party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or other persons.

Links to other websites and services do not constitute an endorsement by us of such websites or services, or the information, products, advertising or other materials available made available by such third parties.

24

By using our Services you are deemed to have agreed to defend and indemnify us and each Entity in full and hold each Indemnified Party harmless from and against all claims, actions, proceedings and suits and all related liabilities, demands, damages, settlements, penalties, fines, costs and expenses (including losses attributable to any chargeback of a payment transaction, economic loss, accounting fees and court and legal costs assessed on a full indemnity basis and other dispute resolution expenses) incurred by any Entity, in connection with or arising from your breach of any of the T&Cs and/or your use of the Website or any of our Services, except where any of the foregoing is the direct result of actual fraud, wilful misconduct or gross negligence on our part. We may, if necessary, participate in the defence of any claim or action and any negotiations for settlement. No settlement which may adversely affect any Entity’s rights or obligations shall be made without our prior written approval. We reserve the right, at your expense and on notice to you, to assume exclusive defence and control of any claim or action.

25

The illegality, invalidity or unenforceability of any provision of the T&Cs under the law of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.

The T&Cs shall be binding on and shall enure for the benefit of the successors and assigns of you and us, but either you or we may assign any of our/our rights or obligations hereunder without the prior written consent of the other party.

You shall bear your own costs and expenses in connection with the negotiation, preparation, execution and carrying into effect of the contract between you and us and all communications and documents ancillary thereto.

The T&Cs sets forth the entire agreement and understanding between you and us in relation the subject matter of the T&Cs and the contract between you and us and supersedes all previous agreements, letters of intent, correspondence, understandings, agreements and undertakings (if any) between you and us with respect to the subject matter hereof, whether written or oral.

26

If there are two or more persons adhering to the T&Cs as user, their liability under the T&Cs is joint and several, and their rights are joint.

27

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

28

The T&Cs will continue to apply and constitute the only terms and conditions of any contract between you and us, until terminated by either you or us as follows.

You may end your agreement with us at any time for any reason by deactivating your accounts and discontinuing your use of the Services. You do not need to specifically inform us when you stop using the Services.

We may in our sole discretion, without any penalty or liability whatsoever, restrict, suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we believe:

(a) you have violated the T&Cs;

(b) you have undermined, or attempted to undermine, the security or integrity of the Services or any Underlying System;

(c) you have used, or attempted to use, the Services:

(i) for improper purposes; or

(ii) in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Services;

(d) you have transmitted, inputted or stored any Data that breaches or may breach these T&Cs or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be objectionable, incorrect or misleading;

(e) you create risk or possible legal exposure for us; or

(f) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.

In all such cases, any provision of the T&Cs that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

Nothing in this section shall affect our rights to change, limit or stop the provision of the Services without prior notice.

Closing your VMPay Account as contemplated by clause 25.3 or termination of the contract between you and us under the T&Cs:

(a) does not affect either party’s rights and obligations that accrued before that termination, including your obligation to pay any VMPay Fees or other fees for the provision of the Services prior to termination;

(b) does not affect our right to apply any payment(s) to your Payment Card or Loan Facility where such payment(s) have already been made by us in accordance with your instructions prior to termination; and

(c) automatically cancels any payments that you have scheduled using the Payment Services or that have not been received at the time of termination

No compensation is payable by us to you as a result of termination of these T&Cs for whatever reason, and you will not be entitled to a refund of any VMPay Fees that you have already paid.

Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these T&Cs, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

29

If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may send notices to us by email to our ‘Contact Us’ facility and they will be deemed to have been received on the next working day.

30

We shall not be liable for any non-performance, error, interruption or delay in the performance of our obligations, the provision of our Services (or any part thereof), the processing of any payments or in the operation of our Services or our Website or any unavailability of our Services, that is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control including, without limitation:

(a) acts of God, nature, court or government;

(b) failure or interruption in public or private telecommunication networks, communications channels or information systems used in the provision of our Services;

(c) delay, failure or interruption in, or unavailability of, third party services, websites and systems; and

(d) viruses, ransomwares, other malicious computer codes or the hacking by any part of our Services or any third party sites, services or systems

31

The T&Cs and your contract with us thereunder shall be governed by the laws of the Hong Kong Special Administrative Region. You agree to submit to the exclusive jurisdiction of the Hong Kong courts.

A person who is not a party to the contract between you and us has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term thereof or the T&Cs.

32

In case of discrepancies between the English and any other language versions of the T&Cs and contents of our website, the English version shall prevail.