PAYMENT SERVICES AGREEMENT TERMS AND CONDITIONS OF USE

In order for you, on behalf of your company, to obtain or continue using the credit card transaction processing, payment gateway, and/or other of PLATINUM COMMERCIAL COMPANIES, INC.'s services (the “PCC Services”), YOU MUST AGREE AND ACCEPT THE TERMS OF THIS AGREEMENT (the "Agreement").

This Agreement accompanies the document entitled “Payment Services Application” and taken together therewith sets forth the terms and conditions under which you may utilize the PCC Services. The Acquiring Bank identified in this Agreement is Bankard, Inc. located in The Republic of the Philippines and is a member of MasterCard International, Inc. and the Visa International Service Association. CNP Worldwide is a facilities provider and is a registered independent sales organization of Visa International and a member service provider of MasterCard International and has a relationship with PCC and Bankard, Inc. to provide facilities services hereunder. PCC is a registered agent of Bankard, Inc and CNP Worldwide. This Agreement is between PCC, CNP Worldwide, Bankard, Inc., and the applicant identified in the Payment Services Application (hereinafter referred to as the “Client” as defined below).

Please read this Agreement carefully. By continuing to use any of the PCC Services, you represent that you have reviewed and understand this Agreement and agree to be legally bound by all its terms and conditions (including the terms and conditions stated on web pages incorporated by reference herein). If you do not agree or are not willing to be bound by the terms and conditions of this Agreement, please do not seek to obtain or continue using the PCC Services.

THIS AGREEMENT IS ENTERED INTO as of the Date indicated on the Payment Services Application BETWEEN:

PLATINUM COMMERCIAL COMPANIES, INC., a corporation registered in the Philippines, Olongapo City, Philippines (hereinafter referred to as "PCC", which term shall, unless contrary to the context or meaning thereof, mean and include its successors and permitted assigns) and;

The applicant identified in the Payment Services Application (the "Client", which expression shall unless it be contrary to the context or meaning hereof shall be deemed to mean and include (i) in the case of the Client being a sole proprietary concern / individual: the heirs, administrators, executors, legal representatives and permitted assigns of the Proprietor; (ii) in the case of the Client being a partnership firm: the partners for the time being and from time to time of the firm, the survivor or survivors of them, their respective heirs, administrators, executors, legal representatives and permitted assigns and (iii) in the case of the Client being a company: its successors and assigns; (iv) in the case of the Client being a Trust: the trustees from time to time of the trust, administrators, beneficiaries and the survivor or survivors of them, executors, legal representatives and permitted assigns).

WHEREAS:

(i) Bankcard (Philippines), CNP Worldwide Inc. (Philippines), and other entities with whom PCC may agree to provide and/or obtain services from time to time (herein after collectively referred to as the “facility providers” and/or the “Acquiring Bank”) are in the business of providing information technology services including but not limited to Internet-based electronic commerce, payment solutions, Internet payment gateway services and electronic software distribution services. The facility providers and Acquiring Bank enable the PCC Services including the use of banking and credit card processing services developed by PCC to route credit/charge card transactions entered into on the internet to third party acquirers and credit card associations.
(ii) “Payment Mechanism” means the payment mechanism through the Internet utilizing the PCC Services and the credit card processing utilities of the facility providers, and through such other modes and mechanisms of payment and delivery as may be notified by PCC from time to time.
(iii) PCC is inter alia engaged in the business of accepting instructions from its Clients through the internet with respect to payments to be made by the Customers of the Clients to the Client using the facility providers’ facilities provided by the Acquiring Bank, and accordingly transfer funds from the Customer’s credit card account to the Client for providing goods and/or services to the Customers on the Internet through Websites owned by the Clients.
(iv) The Client desires to make use of the PCC Services and PCC desires to make the PCC Services available thereto, each party being desirous to enter into this Agreement to record the terms and conditions of the services hereunder;

NOW THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS

1.1 “Agreement” shall mean this agreement, declaration and indemnity and any and all schedules, appendices and exhibits attached to it or incorporated in it by reference. Within this Agreement, the expression “Client” shall include the person or persons from time to time carrying on the business of his respective company and/or employer and, if there are two or more signatories hereto, the expression “Client” shall include all and each of them and their liabilities under this agreement shall be joint and several.

1.2 “Card Association(s)” shall mean Visa International, MasterCard International, and such additional card scheme(s), network(s), and/or association(s) as may be notified by PCC to Client from time to time.
1.3 "Customer" means any person holding a Valid Credit Card/Net Banking Account and who desires to purchase Services or Products from the Client and makes payment for the same over the Internet by way of any of the PCC Services using a Valid Credit Card Account.
1.4 “Customer Order” shall mean an order for purchase of goods or availing of services provided by the Client at the Client’s Site and made by the Customer at the Client’s Site and which Customer Order shall be specifically designated by a Customer Order Number on mention or use of which the details of the order could be obtained by the Customer from the Client on-line, including without limitation details of the status of the order.
1.5 “Customer Charge” means the sale price of the Product/Service purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Product / Service that are to be charged to the Customer’s Valid Credit Card.
1.6 “Delivery” means, in respect of a Product, delivery of the Product by a reputed courier /parcel service to the Customer at the address specified by the Customer, or in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Client to PCC electronically through the PCC Services to the satisfaction of PCC. PCC reserves the right to request (and Client agrees to provide) physical proof of delivery/performance in respect of a Service. All proof of delivery of Products shall be maintained by the Client for a period of at least one year from the date of delivery by the Client and shall be open to inspection by PCC at any time whatsoever.
1.7 “Dispatch” shall mean, in respect of a Product, proof to the satisfaction of PCC that the Product has been dispatched to the address specified by the Customer, and in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Client to PCC electronically through the PCC Services to the satisfaction of PCC.  PCC reserves the right to request (and Client agrees to provide) physical proof of delivery/performance in respect of a Service. All proof of dispatch of Products shall be maintained by the Client for a period of at least one year from the date of delivery by the Client and shall be open to inspection by PCC at any time whatsoever.
1.8 “Effective Date” means the date of execution of this Agreement by the Client.
1.9 “Issuing Bank” in respect of a Customer, means the bank which has issued the Valid Credit Card to the Customer with which Customer makes the payment for the Products/Services.
1.10 “Order” means an order for the purchase of Product(s)/Services placed by the Customer on the Client’s website.
1.11 “Product” means a tangible product that is manufactured or distributed by the Client and that is purchased by the Customer, the payment for which is processed on/to the Customer’s Valid Credit Card/Bank Account.
1.12 “Transaction Discount Rate” means that percentage amount as agreed by both parties from time to time and as set forth in this Agreement; PROVIDED that the Transaction Discount Rate may be revised at any time by PCC and take effect thereupon, and the PCC will advise Client of any such change not less than 30 days in advance of its effectiveness.
1.13 “Service” means any service that the Client offers to provide, and that is availed of by the Customer, the payment for which is to be made on the Customer’s Valid Card.
1.14 “Transaction” means any order that results in the Delivery by the Client to the Customer of the Product(s)/Services with respect to the Order that was placed.
1.15 “Valid Credit Card” means a Visa, MasterCard, American Express, or other credit card which is approved by PCC for use at the Client’s site, or any other card acceptance facility provided by PCC and which is not listed in Visa/MasterCard’s and other current warning bulletins.
1.16 “Client’s Site” shall mean the web-site with the domain name indicated in the Payment Services Application established by the Client for the purposes of enabling its Customers to place orders for purchase of goods and services through the Internet.

1.17 “Reserve Amount” shall mean the total amount of Customer Charges held or to be held by PCC for protection against losses, such as losses arising from chargebacks and/or fraud, as determined from time to time by PCC in its sole discretion and as further described in Section 13.  Reserve Amounts shall be held in a Reserves Account maintained by PCC.  The initial required Reserve Amount is based upon the Reserve %, which shall mean a percentage of Customer Charges.

2. TERM; NON-EXCLUSIVE
a) Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect for a period of one (1) year from the Effective Date (“Term”). After the expiration of the Term, the Agreement will automatically renew for successive one year periods (“Renewal Term”) unless otherwise terminated as set forth hereunder. Client agrees to pay a non-refundable Annual Fee as set forth in the Application with respect to each Renewal Term or any part thereof.
b) Non-exclusive. Nothing in this Agreement shall prohibit PCC from furnishing the services similar to those provided under this Agreement to others, including competitors of the Client.

3. PAYMENT TO THE CLIENT

a) Payments on Proof of Delivery. Subject to the provisions of Section 8, Section 16, clause (c) of Section 17, Section 18 and clauses (b) and (c) of this Section 3, PCC agrees to pay the Client the Customer Charge less the Transaction Discount Rate for all Products/Services sold with respect to each Transaction, subject to the proof of Delivery being submitted to PCC and all inquiries, disputes, and refunds processed on account of Client's Customer Charges during the period. The payment due to the Client will be made in the Client Settlement Currency as set forth in the Payment Services Application, and will be equal to the sum of all Customer Charges for products/services which have been delivered/executed within the specified time period LESS:
i) the sum of all Customer Charges denied, refused, or charged back by the Customer or the credit card service provider during the period;
ii) all inquiries, disputes, and refunds processed on account of Client's Customer Charges during the period;
iii) any taxes, penalties, charges or other items reimbursable under any of the provisions of this Agreement or otherwise occurring during the period;
iv) PCC’s transaction discount rates and processing fees as set forth in this Agreement;
v) any bank fees, transaction fees or service penalty fees incurred by PCC due to chargebacks or excessive refunds; and

vi) any fees associated with the wire transfer or electronic transmission of funds to the Client’s account. For the avoidance of doubt, Client authorizes and agrees to pay that amount set forth in this Agreement for each wire transfer or electronic transmission of funds to the Client’s account with respect to each and every such transfer or transmission that cannot be processed by PCC, the facility providers, and/or the Acquiring Bank using the ACH method.

 b) Rejection of Payment. PCC may reject payment with respect to Orders where:
i) The Client has not obtained a necessary authorization under Section 5 or PCC is entitled to reject payment in terms of Section 13 hereof;
ii) Any Order which the Customer refuses to pay because the Product/Service was not as promised or was defective or was not delivered;
iii) The card-issuing bank advises that the credit card number does not match any number on file, or the card is not otherwise approved as a Valid Credit Card;
iv) Payment with respect to the Order or the relevant installment of the purchase price has already been made;
v) The Order was placed more than 12 calendar days prior to the date of claim with respect thereto.

c) Where PCC is entitled to reject payments with respect to an Order or demand a refund, PCC shall be entitled to set off and deduct from any payment due to the Client, and in doing so PCC may:
i) Debit the Client’s Credit Card or Account held with PCC, forthwith; and/or;
ii) Deduct the outstanding amount from subsequent credits/rolling reserves to the Client’s Account, and/or;
iii) If there are insufficient funds available therein, the Client shall on receipt of the claim from PCC undertake forthwith without any demur, protest, dispute or delay to pay to PCC the amount of the refund to the extent that such funds are inadequate. Without prejudice to any other of PCC’s rights and remedies, in the event that the Client does not make any payment to PCC by its due date or on demand as required under this Agreement, PCC shall be entitled to charge daily interest on such overdue amount from the due date of demand (as the case may be) until the date of payment in full, at the rate of 2.5% per month (not to exceed the maximum rate allowed under applicable law) both prior to and after obtaining a judgment, as the case may be.

d) Subject to an order of a court of competent jurisdiction, if PCC suspects, on reasonable grounds, that the Client has committed a breach of this Agreement or any dishonesty or fraud against PCC, the facility providers, an acquiring bank, or any provider of the PCC Services or any Customer, PCC shall be entitled to suspend all payment(s) due under this Agreement to the Client pending enquiries and resolution of the suspected breach, dishonesty or fraud to the satisfaction of PCC.

e) Time of making payments
Subject to the funding minimum amount set forth in this section and with respect to any Order, funding to the Client’s bank account for all valid Customer charges shall be made on a fourteen (14) day rolling basis provided that Client has completed Delivery prior thereto. Upon the expiration of the agreed time for funding to occur, and on receipt of proof of Delivery (in the case of a claim or reasonable belief that Delivery is not complete with respect to an Order), PCC will deliver its payments to the Client promptly thereafter, PROVIDED THAT PCC, the facility providers, and/or the Acquiring Bank shall not initiate funding to Client’s bank account at the designated time if:

i) The total amount to be funded is less than USD 250.00; or

ii) The balance of Client’s Reserves Account is below the threshold amount as set forth in this Agreement; or

iii) PCC believes or has reason to believe that any pending or threatened chargeback, refund, or dispute exists, the liability for which could cause the funding amount to be less than the amount(s) required under Sections 3.e.i and/or 3.e.ii above.

4. COVENANTS OF THE CLIENT

In consideration of PCC providing and performing the PCC Services as set forth in this Agreement, the Client hereby declares, assures, undertakes and covenants as follows:

4.1. The Client shall duly fulfill all Customer Orders in accordance with the instructions of the Customer and as required by the Card Association(s). The Client will not acknowledge an Order as "Shipped/Order Executed" until after the merchandise has already been shipped or the order is completed/executed. Client agrees to deliver all merchandise to Customers and/or complete/execute all orders expeditiously and without delay, and in no event later than seven (7) days after the Order is first placed by the Customer. Client will not offer "back ordered" or out-of-stock products for sale. If Client is unable to ship any part of any Customer order within seven (7) days, the Client will cancel the order using the PCC Services’ client administration functions, and will notify the Customer of the cancellation immediately thereafter. Client will not make partial shipments due to back ordered or unavailable items.

4.2 The Client shall, prior to accepting any instructions from the Customer, ensure that appropriate agreements have been executed with the Customer in accordance with the requirements of applicable law and regulations.

4.3. The Client shall carry out all verifications for the Customer as may be required on an independent basis. The Client is aware that PCC is not guaranteeing any transactions with the Customers in any manner whatsoever. The Client assures that each Customer will place any and all Order(s) itself, and Client agrees not to place Order(s) on behalf of Customer(s). The Client agrees that it will place orders only for Customers of the Client’s Site, and will not submit or attempt to process any transaction for any other business, party, or person that does not relate to products/services originating from the Client’s Site.

4.4. PCC, the facility providers, and other parties integrated as part of the PCC Services shall not be a party to any purchase agreement between any Customer and the Client in any manner whatsoever. All contracts are directly between the Client and its Customers.

4.5. Notwithstanding the aforesaid, the Client assures and guarantees to PCC the due performance of all obligations relating to any and all Customer Order(s) for which the payment has been transferred through the PCC Services and/or the Payment Mechanism.

4.6. In the event of any Customer complaining of any deficiency in the Service, the Client shall take such measures as may be required to rectify the same. In the event that the Client is unable to rectify the same, the Client shall forthwith compensate the Customer for any loss caused to the Customer, and shall indemnify and hold harmless PCC and the facility providers with respect to any claim made by the Customer related thereto.

4.7. The Client shall ensure that the best service standards in the e-commerce industry are implemented and shall ensure delivery of all goods and services purchased for Customers in accordance with the highest standards. The Client shall ensure that all licenses and registrations required to be obtained by the Client are in full force and effect to enable the Client to carry on the business of sale of goods and services. The Client agrees not to promote or engage in any business activity or sale of goods or services that is illegal in any jurisdiction where it is offered. The Client assures and guarantees to PCC that the following products and services will not be sold on the Clients site: 1) Firearms 2) Alcoholic beverages 3) Explosives 4) Pornography materials and/or services of any kind whatsoever 5) Live animals 6) Banned/illegal drugs or other controlled substances 7) Fireworks or pyrotechnic devices or supplies 8) Hazardous materials, combustibles, corrosives 9) Web site access and/or web site memberships of pornography or illegal sites 10) Bulk E-mail software or mailing lists 11) Gambling transactions 12) Pyramid business opportunity sites or sites using a matrix or pyramid scheme approach 13) Pharmaceutical goods 14) Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of the Philippines and the United States of America.

4.8. The Client agrees to abide by all applicable security regulations as published by the Card Associations from time to time, including all such regulations relating to the access, retention, storage, use, and security of Valid Credit Card and cardholder information. The Client shall ensure confidentiality of all information submitted by the Customers at the Client’s Site. The Client shall ensure that there are proper encryption and security measures at the Client’s Site to prevent any hacking into the information of the Client’s customers and other data. In the event of any loss being due to any act which is beyond the control of the Client, including any hacking into the Client’s Site, the loss shall be borne by the Client and not the Customer. Client directly authorizes PCC and/or any of the facility providers to hold any funds and to debit its account and/or credit card with respect to any funds that are determined to be lost due to or by way of unauthorized activity at the Client’s site as contemplated in this sub-section.

4.9. The Client shall be solely responsible for compliance with all applicable laws and regulations whether federal, state, local or international jurisdiction including without limitation, all applicable licensing, securities, stamp duty, income-taxes and other taxes and other censorship regulations and laws whether in the Philippines, the United States, or elsewhere. The Client shall not use the PCC Services and/or PCC’s facilities in any manner or in furtherance of any activity which constitutes a violation of any law or regulation or which may cause PCC, the Acquiring Bank and/or the facility providers to be subject to investigation, prosecution or legal action. Client will indemnify and hold PCC, its officers, directors, employees, representatives, affiliates and processing financial institutions harmless from any and all claims, lawsuits, damages, costs or other expenses, including but not limited to attorney fees, resulting from or in any way related to the Client's failure to comply with any applicable law, regulation, or rule. Client represents and warrants that it is legally authorized and has obtained all necessary licenses (intellectual property and otherwise), standard approvals, regulatory approvals and certificates to sell any product it intends to offer. Client further represents that it will conform to any and all laws, rules, regulations, requirements and/or other standards that are established by federal, state, local or international governing or judicial authorities, the U.S. Federal Trade Commission, the U.S. Federal Communications Commission, U.S. State Attorneys General, U.S. Customs Agents, state and local consumer protection agencies, and credit card governing agencies regarding the sale of products/services in general, the sale of products/services over the Internet, and/or in situations where the card is not present. If PCC, in its sole discretion, is given cause to believe that the Client has, will be, or is using PCC’s services in violation of any law or regulation, or for questionable or illegal purposes, PCC reserves the right to immediately hold funds in reserve subject to resolution of the matter, to refuse to accept further orders, and/or to terminate this Agreement immediately without notification to the Client.

4.10. The Client agrees that PCC may, without notice to the Client, divulge or share any Client or Customer information with law enforcement or regulatory authorities in response to a valid subpoena, court order, or other similar order issued by any law enforcement official, regulatory official or any federal or governmental agent or body of the Philippines, the United States, or any other country having proper jurisdiction. The Client agrees to deliver, acknowledge, execute and/or produce any documents, information, instruments, data (financial or otherwise) or certificates, and to cooperate and do such other acts and things as may be required by law, or as may be reasonably necessary for the compliance with the requirements of any federal, state, local or international law, or any regulations of any governmental agency or authority having proper jurisdiction. The Client agrees that it shall at all times act in compliance with all applicable laws, rules and regulations and shall at all times comply with the guidelines set by Visa/MasterCard/PCC/Acquiring Bank and the facility providers. In the event of any dispute between the Client and the Customer, whether in relation to any deficient, improper or incomplete service provided by the Client or otherwise, PCC, the facility providers and the Acquiring Bank shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes and Client agrees to defend and indemnify said parties against such. Notwithstanding the terms of Section 5 hereof, the Client shall take all necessary steps and/or precautions to ensure that the services offered by the Client on its Site or otherwise are not mistaken or misrepresented as being associated with or being offered by PCC, the facility providers and/or the Acquiring Bank. The Client undertakes to ensure that the appropriate notices and disclaimers are made to the Customer on the Site informing the Customer that it is placing the order or purchase solely with the Client, who is solely liable for the performance thereof.

4.11 PCC, the facility providers, and the Acquiring Bank shall be entitled to require the Client to add to its Site such disclaimers, warranties and indemnities as PCC, the facility providers and the Acquiring Bank may require from time to time so as to give full force and effect to the terms of this Agreement.

4.12 The Client herby grants to PCC, the Acquiring Bank and the facility providers a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks and logos of the Client solely in connection with the marketing of their facilities and services to the public. The Client shall prominently display on its Site and in other online marketing materials if applicable, a logo/image/code provided by PCC from time to time. The Client shall disclose its privacy policy on the Site and ensure that the Client conducts its business in accordance with the same. The Client shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the goods and services, which are offered through or included in the Client’s Site.

4.13 PCC shall be entitled to prohibit the display of any material on the Site if the act or manner of such display is contrary to any applicable law, regulation, government policy, order or guideline including all applicable foreign laws and regulations or which is detrimental or harmful to the interest of PCC, the facility providers and/or the Acquiring Bank, in the sole and exclusive opinion of PCC.

4.14 PCC, the facility providers and the Acquiring Bank shall be entitled to publish notices, disclaimers and indemnities at the Client’s Site in the manner and extent deemed necessary by them, and each of them, in accordance with its/their internal operational and/or policy guidelines. The Client shall render the necessary modifications at the Client’s Site, so requested by PCC, the facility providers, and/or the Acquiring Bank as the case may be within seven (7) days of the party(ies) herein requesting the same.

4.15 The Client shall take all precautions as may be feasible or as may be directed by PCC to ensure that there is no breach of security and that the integrity of the link between the Client’s Site and the PCC Services is the same and is maintained at all times during the term of this Agreement. In the event of any loss being caused as a result of the access link being breached or as a consequence of the access link being improper or being in violation of the provisions of this clause, the loss shall be to the account of the Client and the Client shall indemnify and keep indemnified PCC, the facility providers and the Acquiring Bank from any loss as may be caused in this regard.

4.16 The Client shall bear and be responsible for the payment of all relevant taxes (including any applicable withholding taxes) due upon the Services related to the Customer Orders received through the Client’s Site, whether or not such Orders are processed by or through the PCC Services.

4.17 The Client shall not (whether on-line or otherwise):

a. describe itself as agent or representative of PCC, the facility providers and/or the Acquiring Bank;
b. make any representations to Customer or any third party or to give any warranties which may require PCC, the facility providers and the Acquiring Bank to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Customer or any third party.

4.18 The Client shall provide PCC with such information and/or assistance as is required by PCC for the performance of the PCC Services and/or any other obligations of PCC, the facility providers and/or the Acquiring Bank under this Agreement.

4.19 The Client shall not at any time require the Customer to provide the Client with any details of the accounts held by them with the Acquiring Bank including the password, account number, card number and/or PIN which may be assigned to them by the Acquiring Bank from time to time.

5. TRANSFER OF CLIENT’S DOMAIN NAME AND DISCLOSURE OF CHANGE OF OWNERSHIP OR LEGAL STATUS
a) For purposes of enabling the use of the PCC Services hereunder and for good and valuable consideration in the amount of one dollar (USD 1.00), Client hereby sells, assigns, transfers, and conveys to PCC its complete interest in the domain name(s) and sub-domain name(s) listed on the Payment Services application. Client warrants that it is the lawful registered owner of the domain name(s) and sub-domain name(s) and that the same is/are free from any and all lien(s), encumbrance(s), security obligation(s), and/or other legal impediment(s) to said sale, transfer, and conveyance and any and all other claim(s) of whatsoever nature or kind. For the avoidance of doubt, as a result of this sale, assignment, transfer, and conveyance PCC owns Client’s complete interest in the subject domain name(s) and/or sub-domain name(s) for the duration of the Client’s payment services relationship with PCC hereunder. Upon the termination of this Agreement, PCC agrees to sell, assign, transfer, and convey any and all of the interest in the subject domain name(s) and/or sub-domain name(s) back to Client by the same means and consideration. Notwithstanding the foregoing, during the term of this Agreement Client will at all times be required to maintain all registration, use, and payment requirements associated with the domain name(s) and/or sub-domain name(s), and PCC shall have no obligation whatsoever with respect to the registration, use, and or payment for any such domain name(s) or sub-domain name(s). By agreeing to and providing its electronic consent and/or physical signature with respect to the terms and conditions of this Agreement, client expressly authorizes the domain name(s) and sub-domain name(s) sale, transfer, and conveyance to PCC as set forth in this section.

b) The Client shall inform PCC of any change of its ownership, change in domain name(s) and/or sub-domain name(s), change in its legal status, and/or its cessation of business. Notice must be provided in writing not less than 30 business days prior to its effective date.

6. DISCLOSURE OF CREDIT CARD INFORMATION
Client shall at all times adhere to and comply with the terms of Section 4.8 hereof, and shall not, without the prior written consent of PCC, disclose the identity of any cardholder or any information whatsoever relating to any transactions to any other person or otherwise use any information acquired by it in relation to the cardholders other than for the purposes of this Agreement, provided however that any information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction may be disclosed to such court or regulatory authority to the extent specified in the order. The Client agrees in all other respects to protect, secure, and prevent the unauthorized use of any and all cardholder information in compliance with the Card Association regulations.

7. GUARANTEE OF SUPPLY AND DISPUTES REGARDING PRODUCTS/SERVICES
a) If the Client is unable to ship the whole or any part of the Customer’s Order within seven (7) calendar days from the date on which the Order was placed, the Client shall wholly cancel or partly cancel the amount of the Order which the Client is unable to ship.
b) Disputes Regarding Product. PCC, the facility providers, and the Acquiring Bank shall not be responsible for the quality or merchantability of the Products sold to the Customer. Likewise, PCC, the facility providers, and the Acquiring Bank shall not be responsible for any non-delivery of the Products/Services to the Customer. The Client shall ensure that the transfer of property in the Products to the Customer is completed only on actual delivery and verification thereof. All risks associated with the delivery of the Products shall be solely that of the Client and not the Customer, provided that any and all disputes regarding quality, merchantability, non-delivery and delay in delivery of the Products/Service or otherwise will be dealt with by and between the Client and the Customer directly. PCC, the facility providers, and the Acquiring Bank shall not be a party to such disputes, provided that:

1. In the event of a Customer making a purchase by a Valid Credit Card and the Customer’s card issuing bank/institution requests that PCC, the facility providers and/or the Acquiring Bank make a refund on any grounds whatsoever within a period of 15 days from the actual delivery of the Products, then PCC, the facility providers, and the Acquiring Bank shall be entitled to cancel Authorization and refuse to make any payments to the Client. If there are insufficient funds available in the Client’s settlement account, the Client shall on receipt of the claim from PCC undertake forthwith to pay to PCC the amount of the refund to the extent to which such funds proves inadequate.

2. In the event of a Customer making a purchase by a valid net banking account and subsequently requests that PCC, the facility providers, and/or the Acquiring Bank make a refund on any grounds whatsoever within a period of 15 days from the actual delivery of the Products/Services, or in the event of the Customer raising any dispute with respect to the Products/Services whatsoever within the aforesaid 15 day period, PCC, the facility providers, and/or the Acquiring Bank shall forthwith inform the Client of the same and shall debit the payment to be made to the Client’s Account and make an intermediate credit in the ‘Pending Inquiry’ Account. If the Client and the Customer are unable to arrive at a satisfactory resolution of the a problem within a period of fourteen (14) days thereafter, PCC, the facility providers, and/or the Acquiring Bank shall be entitled to make a direct credit to the disputing Customer’s Account for the disputed amount. Such a debit to the Client’s Account and the direct credit to the disputing Customer’s Account shall not be disputed by the Client in any manner whatsoever. In the event of the Customer and the Client arriving at a settlement within the said fourteen day period, PCC, the facility providers, and the Acquiring Bank shall deal with the said moneys in accordance with the terms of the settlement arrived at, provided that the Client provides timely notice thereof.

8. ACCEPTANCE OF CHARGES WITH RECOURSE
Client agrees that payment made with respect to any Order which proves to be uncollectible from the Customer and with respect to which the Issuing Bank raises a claim against PCC, the facility providers, and/or the Acquiring Bank shall be the financial responsibility of the Client. The Client agrees to the non-payment of such Order or the charging back of such uncollectible charge as the case may be without any demur or protest, dispute or delay. The Client further agrees, confirms, undertakes and guarantees that the non-payment of such order or the charging back of such uncollectible charge, as the case may be, shall be the personal responsibility/liability of all the promoters and directors in their individual capacity if the Client is a Limited Company and/or shall be the personal responsibility/liability of all the partners in their individual capacity if the Client is a partnership firm. Without prejudice to the provisions of the aforesaid, the following payments shall be deemed to be uncollectible:

a) Any payment involving the alleged forgery of the Customer’s Card Number and/or PIN, or that of the card number, card expiration date, Customer name, transaction amount, or other cardholder details of whatsoever nature. In such an event, PCC, the facility providers, and/or the Acquiring Bank shall not be required to check the veracity of any alleged fraud and shall be entitled to rely upon the allegation made by the Customer.
b) Any payment which the Customer refuses to honor or for which the Customer demands a refund because the Product/Services purchased from the Client was/were not as promised or was/were defective, deficient, incomplete and /or unsatisfactory for any reason whatsoever.
c) Any charge/debit which fails PCC’s transaction underwriting criteria and is thus deemed suspect.
d) Any charge/debit made on a card other than a Valid Credit Card.
e) Any charge/debit for merchandise or services in an amount in excess of the purchase price.
f) Any charge/debit for undelivered merchandise or services.
g) Any charge/debit arising out of any alleged hacking, breach of security or encryption (if any) that may be utilized by PCC, the facility providers, and/or the Acquiring Bank from time to time.

The Client hereby authorizes PCC to appropriate the Client’s current balance amounts with PCC to the extent of the aforesaid uncollectible amounts and any other moneys due to PCC by the Client under the terms of this Agreement with respect to a Customer Charge without any demur, protest, dispute or delay. If there are insufficient funds available therein, the Client shall on receipt of the claim from PCC undertake to pay to PCC the amount of the refund to the extent to which such funds prove inadequate, without any demur, protest, dispute or delay. Without prejudice to any other of PCC’s rights and remedies, in the event that the Client does not make any payment to PCC by its due date or on demand as required under this Agreement, PCC shall be entitled to charge daily interest on such overdue amount from the due date of demand (as the case may be) until the date of payment in full at the rate of 2.5% per month (not to exceed the legal maximum allowed under applicable law), both before and after judgment is taken as the case may be.

9. INDEMNITY
9.1 The Client hereby undertakes and agrees to indemnify PCC, the facility providers, and the Acquiring Bank and hold harmless and keep at all times fully indemnified and held harmless the same parties from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, all reasonable legal costs and expenses of PCC, the facility providers and the Acquiring Bank), awards, damages, losses and/or expenses however arising directly or indirectly as a result of:
a) any breach or non-performance by the Client of any of the Client’s undertakings, warranties, covenants, declarations or obligations under this Agreement; or
b) any claim or proceeding brought by the Customer or any other person against PCC, the facility providers and the Acquiring Bank with respect to any services offered by the Client; or
c) any act, omission, negligence or default of the Client’s agents, employees, licensees or customers; or
d) any loss or liability arising to PCC or the Acquiring Bank or the facility providers; or
e) any claim by any other party against PCC, the facility providers and the Acquiring Bank arising from sub-clause (a), (b),(c) or (d) above.

9.2 The Client shall also fully indemnify and hold harmless PCC, the facility providers, and the Acquiring Bank against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party that the Client’s services infringes any intellectual or industrial property rights of that third party.

9.3 The Client shall also fully indemnify and keep indemnified PCC, the facility providers, and the Acquiring Bank from all loss that PCC, the facility providers, and/or the Acquiring Bank may incur as a consequence of any failure whether temporary or permanent of the Payment Mechanism (as modified from time to time).

9.4 In the event of PCC, the facility providers, and/or the Acquiring Bank being entitled to be indemnified pursuant to the provisions of this Agreement, PCC shall be entitled to accordingly and to such extent debit the Client's Account irrespective of any dispute that the Client may have in respect of such payment.

9.5 The indemnities under this Article are in addition to and without prejudice to the indemnities given elsewhere in this Agreement and all the indemnities provided herein shall survive the termination of this Agreement.

10. NO WARRANTY

10.1 PCC, the Acquiring Bank, and the facility providers disclaim(s) all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. The Client acknowledges and accepts that the PCC Services and the other features and services provided by PCC, the facility providers, and the Acquiring Bank’s services will not be uninterrupted or error free at all times. The Client also acknowledges and accepts that the services provided by the Acquiring Bank and the facility providers to PCC, which are passed on to the Client under this Agreement, are subject to change or be terminated by any of the Acquiring Bank or the facility providers for any reason whatsoever, and that such an event may cause interruption and/or error with respect to the PCC Services as the case may be.

10.2 PCC’s sole obligation and the Client’s sole and exclusive remedy in the event of interruption to the Services or loss of use and/or access to the PCC Services, the facility provider’s facilities, and/or the Acquiring Bank’s Payment Mechanism and services shall be to use all reasonable endeavors to restore the use of the PCC Services and/or the facilities, and/or access to the Payment Mechanism as soon as reasonably possible. Without prejudice to any other provision of this Agreement, PCC, the facility providers, and the Acquiring Bank do(es) not warrant that:
a) The PCC Services, the facility provider’s facilities, and the Acquiring Bank’s Payment Mechanism will be provided uninterrupted or free from errors or that any identified defect will be corrected; or
b) The PCC Services, the facility provider’s facilities, and the Acquiring Bank’s Payment Mechanism is free from any virus or other malicious, destructive or corrupting code, program or process.

10.3 For the avoidance of doubt, in no event shall PCC, the facility providers, and/or the Acquiring Bank be liable to the Client or any other third party for any of the following:
a) Amounts due from any Customer in connection with any service obtained by the Customer at the Client’s Site;
b) Any applicable taxes and Government levies;

c) Any applicable fines, penalties, or assessments imposed by the Card Associations with respect to any act or failure to act by Client.

11. NO CONSEQUENTIAL DAMAGES
Without prejudice to any other provisions of this Agreement, PCC, the facility providers, and the Acquiring Bank shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the PCC Services, the facility provider’s facilities, and the Acquiring Bank’s Services and/or this Agreement, including without limitation any:
a) Loss of data;
b) Interruption or stoppage to the Customer’s access to and/or use of the PCC Services and/or the Payment and Delivery Mechanism;
c) Any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings
arising out of the performance of the PCC Services or otherwise.

12. PRICING
Prices to be charged by the Client for any of its goods and/or services and displayed on the Client’s Site and on the Customer’s record receipt for the Order shall be expressed in the Settlement Currency indicated in the Payment Services Application. Charges displayed on the Customer’s record receipt shall be inclusive of all taxes and delivery charges and shall be uniform to all Cardholders. In case of any difference in total price as displayed on the Client’s Site and the Customer’s receipt due to shipping or any other charges, the same shall be clearly described to the Customer on Client’s Site at a point prior to the finalization of the Customer’s Order. Client shall not process a charge different than the charge displayed to the Customer on the Client’s Site without the Customer’s affirmative consent, and in no case shall the amount charged differ from the amount stated on the record receipt.

13. TRANSACTION LIMITS AND RESERVE AMOUNTS
PCC reserves the right to impose limits on sales of products in its sole discretion and to refuse to process transactions to specific Customers for any reason. Specifically, PCC may, in its sole discretion and without providing prior notice to Client, limit or restrict sales to a minimum or maximum Product/Service Price, impose limits on the amount or number of purchases which may be charged to an individual credit card account during any time period, or refuse to accept orders from Customers with a prior history of questionable charges. PCC may, in its sole discretion, impose Transaction Limits or Reserve Amounts on any of Client’s accounts, either temporarily or permanently, which are more restrictive than limits placed on other clients in order to reduce PCC's reasonable apprehension of risk of loss under varying circumstances. Factors which may determine potential Transaction Limits or Reserve Amounts include, but are not limited to, the average sale amount, the processing volume, issues or problems regarding the products being sold, or other factors that may create a risk to PCC, Customers, third parties, or financial institutions, including fraud, suspicious or irregular transactions, sale of illegal or potentially illegal products, sale of products that are an infringement of intellectual property rights of third parties, excessive Customer requests for refunds, and/or excessive chargebacks or other similar Customer disputes. PCC is in no way responsible for any losses sustained by the Client, including claims for lost income or profits, on account of the imposition of Transaction Limits or Reserve Amounts for any reason.

14. CUSTOMER SUPPORT
The Client shall provide a commercially reasonable level of customer support to its Customers. Such support shall include appropriate notice to Customers of (i) Client’s prominently displayed telephone number and mailing address, (ii) a means of contacting Client in the event the purchaser has questions regarding the nature or quality of the goods or services that the Client offers for sale, and (iii) procedures for resolving disputes. If PCC or any of the facility providers or any of the Acquiring Bank determines in good faith that Client's failure to comply with this paragraph is causing an unacceptable burden on its customer support facilities, PCC may suspend or terminate this Agreement as per section 17 below.

15. SERVICES ONLY FOR APPROVED CLIENT’S SITE
The Client shall use the PCC Services only for the Client’s Site described in section 1.17 above and for the benefit of no other site, party, business, or other purpose.

16. FEES AND OTHER CHARGES
In consideration of the services provided by PCC, the Client agrees to pay to PCC the charges as detailed in the Payment Services Application which shall be deducted by PCC from the amounts payable to the Client in terms of Section 3 hereof with respect to a Customer Charge, or, in the case of Monthly Service Fees or other fees and amounts that are uncollectible from amounts payable to the Client or from the Client’s Account, the charges shall be deducted from the Client’s credit card.

17. TERMINATION

a) Termination for Breach. Either party hereto may terminate this Agreement at any time as a result of the other party’s material breach of the terms hereof, PROVIDED THAT the non-breaching party must provide the breaching party with 30 days notice of its intent to terminate for cause of breach, and the termination will be effective only if the breaching party subsequently fails to cure the breach within the 30 day period.

b) Termination in Case of Violation of Law. In addition to any other termination rights granted by this Agreement, PCC may terminate this Agreement immediately without providing any written notice to Client if (i) PCC, the facility providers, or the Acquiring Bank is notified or otherwise determines in good faith that the Client is using the PCC Services and/or other facilities provide hereunder in furtherance of any activity which violates any law, rule, or regulation or (ii) PCC, the Acquiring Bank or the facility providers or any of their directors, officers, stockholders, employees or agents are made the subject of a criminal or civil action or investigation or are threatened by such action as a consequence of Client’s use of the PCC Services or facilities provided hereunder.

c) Termination for Non-Use. PCC may, in its sole discretion, terminate this Agreement without any notice if the Client fails or neglects to use the PCC Services and/or facilities of PCC and the Acquiring Bank for a continuous period of 180 days.

d) Withholding of Charge on Termination.  In the event that any of the parties hereto serve(s) a notice of termination of this Agreement on the other party, PCC shall be entitled to withhold for a period of 210 days from the date of such notice, 40 % of amounts payable to the Client in terms of Section 3 of this Agreement in respect of each Customer Charge arising after the date of such notice. In the event that PCC terminates this Agreement as a result of breach of any of the terms of this Agreement by the Client, PCC shall be entitled to withhold for a period of 210 days from the date of such breach 100 % of amounts payable to the Client in terms of Section 3 of this Agreement in respect of each Customer Charge arising after the date of such breach. Any moneys withheld under this section shall be properly paid to Client after the expiration of the applicable time period, less any amounts determined to be due and/or payable to PCC with respect to the terms of this Agreement.

18. CLIENT’S MINIMUM DEPOSIT ACCOUNT BALANCE

In addition to that amount held as reserves, and as security for the obligations of the Client arising in terms of this Agreement, it is mutually agreed by the Client and PCC that PCC shall retain a minimum deposit account balance of USD 250.00 of the amount(s) payable to the Client in terms of Section 3 hereof, and PCC shall not be required to make payment to Client of any amount payable hereunder unless and until the deposits in Client’s account exceeds USD 250.00 in the aggregate.

19. FORCE MAJEURE
PCC, the facility providers, and the Acquiring Bank shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure Event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. “Force Majeure Event” means any event due to any cause beyond the reasonable control of PCC, the facility providers, or the Acquiring Bank, including, without limitation, unavailability of any communication system, breach or virus in the processes or Payment and Delivery Mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, etc.

20. GENERAL PROVISIONS

a) Entire Agreement. This Agreement, together with any exhibits and/or addendums attached hereto, constitutes the entire agreement between PCC and the Client pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the parties.

b) Relationship between Parties. The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of any other party hereto. No party shall make any representation that suggests otherwise.

c) Severability. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, then the remaining provisions hereof shall remain unaffected and shall operate in full force and effect, being construed to give meaning as closely as possible as that which is intended as written herein.

d) Modifications to the Terms of the Agreement. PCC reserves the right at all times to vary or amend these terms and conditions and/or to introduce new terms and conditions. Any such variations or amendment or introduction will become effective and binding on the Client upon notification to the Client by ordinary post and shall take effect and be binding unless the Client notifies PCC in writing by registered post within (5) five days from the receipt of the notification by PCC.

e) Assignment. The Client may not assign this Agreement without the prior written consent of PCC. PCC may assign all its rights, titles, and interests under this Agreement, as may be modified from time to time, to any of its affiliates or to any other party or entity without limitation. This Agreement shall apply to and bind any successor or permitted assigns of the parties hereto.

f) Rights and Remedies; Waiver. All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If any legal action is brought to enforce any obligation hereunder, the prevailing party shall be entitled to receive its reasonable attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive. If a party fails to perform its obligations under any provision of this Agreement and the other party does not move to enforce such provision, failure to enforce on that occasion shall not constitute waiver of any rights and shall not prevent the enforcement of that provision or any other provision hereof at any future time.

g) Survival of Provisions.  Notwithstanding any other provision to the contrary herein, terms which by their nature survive termination or expiration of this Agreement shall bind the parties following any expiration or termination of this Agreement.

h) Liability Upon Expiration.  Neither Party shall be obligated to extend or renew this Agreement beyond the stated term hereof.

i) Jurisdiction and governing law. The laws of the Republic of the Philippines only and no other nation shall govern this Agreement. With regards to any claims or matters arising under or in relation to these terms and conditions or this Agreement, such shall be construed in accordance with the laws of the Republic of the Philippines.

j) Headings and Sub-Headings.  The headings and sub-headings in this Agreement are for convenience only and do not affect the meaning of the relative section/clause.

k) Disclosure of Information.  PCC will be entitled at any time to disclose information concerning the Client to any third party in connection with the PCC Services and facilities provided by PCC. This clause shall survive the termination of this Agreement.

l) Notices.
1. Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, post, cable, e-mail, facsimile or telex to:

In the case of the Client:                                                                                                        In the case of PCC:

As indicated in the                                                                                                                  PLATINUM COMMERCIAL COMPANIES, INC.

Payment Services Application                                                                                               ____ Gamma Commercial Complex
                                                                                                                                                ___ Rizal Highway Corner Manila Avenue

                                                                                                                                                Subic Bay Freeport

                                                                                                                                                Olongapo City, Philippines                                                                                                   

2. Notice will be deemed given:
a. in the case of hand delivery or registered mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving party;
b. in the case of facsimile upon completion of transmission as long as the sender’s facsimile machine creates and the sender retains a transmission report showing successful transmission, provided that in case of the date of receipt not being a business day, notice shall be deemed to have been received on the next business day. In case of a notice being forwarded by facsimile, a copy of the notice shall also be forwarded by hand delivery, registered mail or overnight courier services.

3. The address for notice may be changed by either party by giving notice to the other party as provided herein.

4. Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.
m) Arbitration.  Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of an arbitrator, any dispute under this Agreement involving its interpretation or the obligations of a party thereto shall be determined by binding arbitration in accordance with the commercial arbitration rules of the Philippines before a single arbitrator. The arbitrator shall have the authority to permit discovery, to the extent deemed appropriate by the arbitrator, upon request of a party. The arbitrator shall have no power or authority to add to or detract from the agreements of the parties, and the costs of the arbitration shall be born equally by the parties. The arbitrator shall have the authority to grant any temporary, preliminary or injunctive relief in a form substantially similar to that would otherwise be granted by a court of law. The arbitrator shall have no authority to award punitive or consequential damages. The resulting arbitration award may be enforced, or injunctive relief may be sought, in any court of competent jurisdiction. The parties expressly stipulate that the law of the Philippines shall govern this entire agreement.