PingPong Europe Services Agreement

Please read this Agreement carefully before accessing or using the PingPong Services. This Agreement governs the availability and use of the PingPong Services provided by us. By opening a PingPong Account or accessing or using any part of the PingPong Services, you (the “Customer”, “you”/ “your”) accept, and agree to become bound by this Agreement. In particular you agree to be bound by the Privacy Policy.

This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version of this Agreement and the English version, the English version shall prevail.

This Agreement is effective and legally binding on the date you create a PingPong Account, affirmatively accept this Agreement in writing or electronically, or otherwise use the PingPong’s Services (“Effective Date”). Subsequently, this Agreement shall be continued until it is terminated pursuant to Section 10 of this Agreement. Your acceptance of this Agreement serves as confirmation that you fully understand and accept these terms and conditions. If you do not understand any of these terms and conditions, please contact us and/or a legal advisor for more information.

1.Important Information

1.1 You acknowledge that you and your use of the PingPong Services are subject to the mandatory provisions of Applicable Law. You are solely responsible for understanding and complying with any and all laws, rules and regulations of your home country and Account Jurisdiction that may be applicable to you in connection with your use of the PingPong Services.

1.2 Our obligations under this Agreement are conditional to our acceptance of you as a Customer at our sole discretion. Please refer to Section 5 of this Agreement for Customer registration requirements and Section 12 of this Agreement for Customer Obligations and Warranties.

1.3 Protecting your privacy is very important to us. Your personal data is processed and stored in compliance with the GDPR and applicable data protection laws. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your personal data.

1.4 No Consumer Services. The Customer and PingPong hereby agree to waive the provisions of the Applicable Law that may be set aside where the user of a payment service is not a Consumer and including the provisions as contemplated in articles 59 and 78 of the Law of 2009.

2.Definitions

In the context of this Agreement, the capitalized terms shall have the following meaning, unless the context requires and specifies otherwise:

2.1 “Account Jurisdiction” means the jurisdiction where PingPong receives the funds from the Platform.

2.2 “Agreement” means these terms and conditions, together with any exhibits, documents or attachments referred to, which shall be incorporated herein, including the Privacy Policy and the Customer Complaint Policy.

2.3 “Applicable Law” relates to Luxembourg laws and in particular:

(a) the Luxembourg law of 10 November 2009 on payment services, on the activity of electronic money institution and settlement finality in payment and securities settlement systems, as amended (“Law of 2009”);

(b) data protection laws, rules and regularions and in particular the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR");

(c) money laundering laws, rules and regulations and in particular (i) the law of 12 November 2004 on the fight against money laundering and terrorist financing, as amended; and (ii) the Grand-ducal Regulation of 1 February 2010 providing details on certain provisions of the amended law of 12 November 2004 on the fight against money laundering and terrorist financing, as amended.

2.4 “Approved Payee” means a natural or legal person approved by PingPong, including but not limited to an EEA Tax Administration, third party service companies, etc. For the purpose of this Agreement, the Approved Payee is not a Consumer.

2.5 “Beneficiary Account” means the beneficiary account held in your name with a bank, a payment service provider or an electronic money institution into which you wish to receive your PingPong Balance.

2.6 “Business Day” means a calendar day with the exception of Saturdays, Sundays and public holidays in the Account Jurisdiction on which the payment infrastructures of the Account Jurisdiction are open and banks carry out their regular business activities.

2.7 “Buyer” means a person or an entity that purchases your products or services from you directly or from a Platform.

2.8 “Consumer” means a natural person who uses payment services for personal needs outside of his/her business, commercial or professional needs or activities, or a consumer as defined by the Applicable Law in the Account Jurisdiction.

2.9 “Customer” means you, the individual or legal entity who enters into this Agreement and in whose name the PingPong Account is registered.

2.10 “European Economic Area” or “EEA” means the region made up of the following countries: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

2.11 “EEA Tax Administration” means any administrative organization within the EEA responsible for the collection of value added tax for a relevant country in the EEA.

2.12 “E-money wallet” means the electronic money account that holds your PingPong Balance for electronic money services provided to you by PingPong.

2.13 “Fees” refers to any charges payable by you to us for using the PingPong Services.

2.14 “Group Companies” refers to the entity specified in Section 3 of this Agreement and any other affiliates or subsidiary companies and/or holding companies under the PingPong brand which provides all or any part of the PingPong Services described in this Agreement.

2.15 “Inbound Payment” means the funds received and credited in the designated Payment Account or issued on the E-money wallet from approved Platforms.

2.16 “Peer-to-Peer payment” means the transfer or reception of electronic money payments between PingPong customers.

2.17 “Payment Account” means the account that holds your PingPong Balance for payment services provided to you by PingPong.

2.18 “PingPong Account” means either your Payment Account or your E-money wallet. If you have not opted for the E-money wallet, “PingPong Account” means your Payment Account.

2.19 “PingPong Balance” means the amount of funds credited in your Payment Account or the amount of electronic money stored on your E-money wallet (as the case may be).

2.20 “PingPong Services” means all payment and electronic money related services provided to you by PingPong.

2.21 “PingPong Service Credentials” means the Payment Account or E-money wallet credentials (e.g. account number, routing number, IBAN, etc.) provided for the purpose of using the PingPong Services.

2.22 “PingPong website” means our website available at www.pingpongx.com.

2.23 “Platform” means an e-commerce marketplace or other third party selling platform which has been approved by PingPong for the use of the PingPong Services and where you are a seller of goods or services.

2.24 “Platform Transaction” means the action initiated via the Platform of transferring funds to your PingPong Account which you are entitled to pursuant to your agreement with the Platform or your payment service provider.

2.25 “Service Provider” includes banks, payment service providers, clearing networks and other third-party payment processing service providers used by PingPong in the course of supplying the PingPong Services.

2.26 “Transaction” refers to either (i) an Inbound Payment; (ii) a Withdrawal; (iii) a Peer-to-Peer payment; or (iv) redemption/withdrawal of electronic money.

2.27 “VAT” means value added tax.

2.28 “Withdrawal” means funds transferred and debited from the Payment Account to a Beneficiary Account, an Approved Payee or another Customer.

3.Contracting Entity, Governing Law and Communication

3.1 “PingPong,” “we,” and “our” in this Agreement refers to the contracting entity listed in the chart below that corresponds to the Account Jurisdiction associated with your PingPong Account. In addition, we can also ask you to sign with other Group Companies acting as Service Providers to provide the PingPong Services.

3.2 PingPong Europe S.A. is a Luxembourg company (“société anonyme”) duly registered and licensed in Luxembourg as an electronic money institution under the prudential supervision of the Commission de Surveillance du Secteur Financier ("CSSF"). The CSSF maintains a register of the entities that it supervises at http://supervisedentities.cssf.lu/index.html?language=en#Home .

3.3 PingPong will communicate with you in the language(s) in which we have made available this Agreement to you. The languages currently made available for communication are English, Chinese (Mandarin and Cantonese), French and Japanese. However, we reserve the right to communicate with you in English which will be the prevailing language for communications with PingPong, with all other languages available for convenience only.

3.4 You may contact PingPongs’s customer support at any time by sending a message through the contact links on the PingPong website (www.pingpongx.com), via e-mail at service@pingpongx.com, by phone at 400-996-9666 (inside China) or (+86) 0571-8972-2222 (outside China). You may also contact any of our affiliate office via the contact information listed in Section 3.1 of this Agreement.

3.5 You agree that PingPong may provide notice or other service related information to you by posting it on the PingPong website (including information which is only accessed by you by logging in to your PingPong Account), emailing it to the email address listed in your PingPong Account, mailing it to the street address listed in your PingPong Account, calling you by phone, or sending you a “text” / SMS message. You must have internet access and an e-mail account to receive communications and information relating to the PingPong Services. With the exception of amendments to this Agreement, such notice shall be considered to be received by you by the expiration of 24 hours from the moment it has been posted on the PingPong website or emailed to you. If the notice is sent to you by mail, we will consider it to have been received by you by the expiration of three (3) Business Days from the date it has been sent. You may request a copy of any legally required disclosures (including this Agreement) from us and we will provide this to you in a form which allows you to store and reproduce the information (for example by e-mail). You may withdraw your consent to receive required disclosures through electronic communications by contacting PingPong as described in Section 3.4 of this Agreement.

4.PingPong Services Overview

4.1 PingPong provides you with the following services:

(a) an E-money wallet (if you opt for this service);

(b) a Payment Account;

(c) payment services, including the reception of payments, Withdrawals as well as (if you opt for the E-money wallet) issuance of electronic money, redemption of electronic money and Peer-to-Peer payments;

(d) report transaction data in some circumstances for regulatory compliance purposes as required to receive foreign currency.

4.2 PingPong Services may be subject to certain limits and may not be available in certain jurisdictions, depending on:

(a) your location;

(b) the location of the Platform;

(c) applicable regulatory requirements in the Account Jurisdiction;

(d) other similar factors determined by PingPong acting reasonably.

4.3 In order to provide the PingPong Services, PingPong may rely on its Group Companies or Service Providers all of which are regulated institutions and comply with the applicable laws.

4.4 PingPong is not a bank or a credit institution, the PingPong Services do not offer features and benefits of a bank account and PingPong does not pay interest to you on your PingPong Balance. By accepting this Agreement, you acknowledge that PingPong is entitled to any interest that arises with respect to the sum of any funds underlying your PingPong Balance. You further acknowledge that the PingPong Account does not qualify as a deposit account as defined by relevant laws and regulations and thus funds held or electronic money stored in your PingPong Account or which are in the process of any Transaction are not insured. However, PingPong strictly complies with applicable statutory or regulatory requirements that ensure the liquidity and protection of funds held by PingPong on your behalf.

4.5 PingPong is an independent contractor that provides the PingPong Services to PingPong customers. PingPong does not act as a fiduciary, trustee or escrow holder on your behalf. We do not serve the Platform. We are also neither the Buyer nor the seller of your products or services and are not a party to the underlying contract.

4.6 You shall not allow the Platform any right to debit the PingPong Account and you shall be liable to PingPong for any debits made on the PingPong Account by the Platform or any other third party without PingPong’s prior approval.

4.7 If your Transaction involves a currency conversion, the applicable rate will be disclosed to you by PingPong prior to the Transaction.

5.Your PingPong Account

5.1 PingPong Accounts. The use of the PingPong Services requires registering for a PingPong Account. Your rights to the PingPong Account are limited by this Agreement. As part of the application process, you will need to accept this Agreement. You agree to provide us with complete, true and accurate information when you register for a PingPong Account.

5.2 Eligibility. To be eligible to open a PingPong Account:

(a) you must be 18 years of age or older. If you are under 18 years old, you must not register for a PingPong account. Any person who registers as a user or provides their personal data to PingPong represents that they are 18 years of age or older;

(b) you must be a business or an individual using the PingPong Services for business-related and commercial activities only. The PingPong Services are intended for business-related and commercial activities and are not intended for personal or person-to-person use. To have a PingPong Account, you must be doing so in the course of your business, trade or profession and not for domestic or household purposes or as a Consumer. You hereby acknowledge and represent that at all times you are using the PingPong Services for business or commercial purposes only, and that you are not acting as a Consumer;

(c) you warrant that you have the full legal capacity to enter into a contract. If you register for the PingPong Services on behalf of a business or a commercial entity, you warrant that you are legally authorized to do so under the business entity's corporate documents and under Applicable Law;and

(d) you must only use the PingPong Services to transact on your PingPong Account and not on behalf of any other person or entity, except for certain circumstances, in which we may require written confirmation from the authorizing party granting authority to transact on their behalf and any other documentation we may require to assist us with our compliance policies. PingPong strictly prohibits impersonating or falsely claiming an affiliation with any person or entity while using the PingPong Services.

5.3 PingPong’s Role. Except for our limited role in facilitating certain aspects of Transactions in accordance with this Agreement, we are not involved in any underlying transactions between you and the Buyer, the Platform, suppliers, or any Approved Payee. You fully authorize us to issue or redeem electronic money (if you opt for the E-money wallet), receive, hold and withdraw funds.

5.4 Verification. Your use of the PingPong Services is subject to PingPong’s Know Your Customer (“KYC”) and approval processes. We reserve the right to request information including but not limited to on your identity, your business and the shareholders of the business registering for a PingPong Account. You agree that PingPong may take means to check and verify information you have provided, including through the use of third-party intermediaries or databases, as necessary to validate your identity. Such means may include requests for additional information and documents prior or during your use of the PingPong Services, including but not limited to verifications of your identity or the identity of your entity’s shareholders, a proof of address or ownership, and additional business-related information or documents. You agree to provide PingPong as soon as practically possible with any information required by PingPong for the purpose of complying with its compliance obligations. Failure to provide such requested information may result in us denying your use of the PingPong Services. We do not and may in no situation be deemed to provide you with any tax or legal advice or approval or counsel with respect to Withdrawals, their amount and timing, nor with respect to your relation with any purported payee (approved or otherwise) or an EEA Tax Administration, nor your tax, legal or business status or situation.

5.5 PingPong Service Credentials. For certain approved Platforms, you may request PingPong Service Credentials, which you will provide to such Platforms from which you wish to receive payments to your PingPong Account. Your PingPong Service Credentials are unique to you and must be provided in order to properly receive and transfer funds. It is your responsibility to keep this information safe. You must keep your PingPong Service Credentials secure and you must not disclose them to any third party other than such approved Platforms.

5.6 Account History. We will make the summaries of your PingPong Account activity available to you on your PingPong Account.

(a) Information regarding settlements of Inbound Payments, Fees, and currency conversion rates are displayed in the online transactions history in your PingPong Account. This constitutes a request for confirmation by PingPong to you. You shall proceed to a check over the transaction information and notify PingPong of any error or reclamation immediately. Failure to notify PingPong within three (3) months from the day when the transaction statement was made available to you shall constitute an acceptance by you of the transaction listed in your PingPong Account.

(b) Except as required by Applicable Law, you are solely responsible for (i) compiling and retaining permanent records of all transactions and other data associated with your PingPong Account and your use of the PingPong Services and (ii) checking all payment activity to and from your PingPong Account to ensure no unauthorized behavior has occurred. Except as required by Applicable Law, upon the termination of this Agreement for any reason, PingPong will not have any obligation to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with your PingPong Account or any transactions submitted by you through the PingPong Services.

5.7 Processing and Rejections. We will process a Transaction that we deem to be properly sourced and authorized. You acknowledge and accept that PingPong can, at any time, reject or limit Transactions at its sole discretion or suspend access to a PingPong Account for reasons related to anti-money laundering compliance or internal risk management decisions. You are informed that a Transaction carried out within the framework of this Agreement may be subject to the national financial intelligence unit’s right to disclosure. No prosecutions or civil liability actions can be brought, or any professional sanction taken against PingPong, its managers or employees who have reported their suspicions in good faith to the relevant authorities.

5.8 Restricted Use. You agree that in connection with your use of the PingPong Services, you will not:

• breach this Agreement;
• violate any Applicable Law and any laws or regulations of the country where you manufacture, purchase, store or sell your products or provide services;
• engage in unlawful businesses or activities;
• infringe or misappropriate the intellectual property rights or rights of publicity or privacy of PingPong or any third party;
• sell counterfeit goods;
• provide false, inaccurate or misleading information;
• refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
• send or receive funds that PingPong reasonably believes to be potentially involved in money laundering, terrorist financing or other illegal activities.

If PingPong believes that you have engaged in any of the above, PingPong may suspend or terminate your PingPong Account in its sole discretion and/or refuse to provide you with any PingPong Services in the future.

5.9 Court Orders or Regulatory Actions. If PingPong is notified of a court order, a regulatory action or an equivalent legal or governmental process that affects your PingPong Account, we may be required to temporarily or permanently withhold, freeze all or part of the funds in your PingPong Account, or release it to third parties. PingPong will decide in its sole discretion which action is required. Unless the court order, Applicable Law, a regulatory requirement or other legal processes require otherwise, we will notify you of these actions. PingPong does not have any obligation to contest or appeal any court order or legal process involving you or your PingPong Account.

6.Inbound Payments

6.1 Only Platforms approved by PingPong may make payments to your Payment Account for the purposes permitted under the PingPong Services. Approval of Platforms are at the sole discretion of PingPong. Inbound Payments that are not approved by PingPong may be rejected. Any costs and expenses associated with rejected payments shall be borne by you. You represent that the acceptance of funds through the PingPong Services does not breach your agreement with the Platform.

6.2 Funds can be received in Euro and British Pounds. Additional currencies may be enabled from time to time.

6.3 Unless otherwise required by PingPong, you agree to avoid any direct communication with any Service Provider. Any direct contact with a Service Provider regarding the PingPong Services may result in immediate termination of your use of the PingPong Services, unless otherwise required by PingPong.

6.4 PingPong Services do not support cash, credit card payments or checks for Inbound Payments and only wire transfers are accepted.

6.5 The time it takes for Inbound Payments to reach your Payment Account is not in PingPong's control. Payments are typically received within one (1) to three (3) Business Days but may take up to five (5) Business Days or longer. If an Inbound Payment is not received within five (5) Business Days from the payment instruction of the relevant Platform, we will initiate an internal investigation on your behalf at your request. You shall directly resolve any issues or disputes associated with Platforms and their policies with the Platform. PingPong is under no obligation to resolve such issues or disputes for you.

6.6 The credit value date of an Inbound Payment shall be no later than the Business Day on which the amount of the valid Inbound Payment is credited to your Payment Account. The funds received in your Payment Account or stored on your E-money wallet shall be immediately available to you.

6.7 If requested by a Platform or Service Provider, or if PingPong deems it necessary at its sole discretion, PingPong shall provide a receipt evidencing the receipt of funds in the PingPong Account.

7.Withdrawals

7.1 After the completion of an Inbound Payment and if your PingPong Balance in your Payment Account is positive, you may submit a withdrawal order to instruct PingPong to transfer part or all of the PingPong Balance to your Beneficiary Account or an Approved Payee, net of Fees.

7.2 Any withdrawal order shall be accompanied with the following information:

(a) the amount and currency under which the withdrawal order has to be executed;

(b) where it is not a withdrawal to your Beneficiary Account, the name of the relevant Approved Payee;

(c) the international bank account number or, the payment account details of your Beneficiary Account or the relevant Approved Payee;

(d) any other information required by PingPong to proceed with the withdrawal order, including but not limited to any information necessary for PingPong to comply with Applicable Law.

7.3 With respect to the Beneficiary Account or Approved Payee information, you must ensure that such information is correct and accurate. PingPong cannot be held responsible for funds being sent to the wrong bank account as a result of you providing incorrect information.

7.4 If the Beneficiary Account or Approved Payee bank, payment institution or electronic money institution (as the case may be) rejects a withdrawal order from PingPong, funds will be held by PingPong until a valid Beneficiary Account or Approved Payee is provided.

7.5 In the event that the Withdrawal is rejected due to inaccurate Beneficiary Account or Approved Payee information provided by you, you are responsible for relevant Fees and PingPong may directly deduct such Fees from your PingPong Balance. In case of any incorrect or misdirected Withdrawal, we will take reasonable measures to assist you with tracing and, if reasonably feasible, recovering such Withdrawals, but we shall not be liable for any Transactions that cannot be recovered.

7.6 You must ensure that your Beneficiary Account and Approved Payee is in good standing and able to receive funds.

7.7 PingPong has the right to reject any Beneficiary Accounts or Approved Payees that do not comply with PingPong’s compliance requirements or if Withdrawals to such Beneficiary Account or Approved Payee violate Applicable Law.

7.8 PingPong may refuse to execute a withdrawal order in case of technical issues or if the information provided by the Customer is incomplete or incorrect. An information as to this refusal shall in such case be available to the Customer in the PingPong Account as long as the relevant withdrawal order will be impossible to execute.

7.9 The time of receipt of a withdrawal order, the time of execution and the value date are determined as follows:

(a) Time of receipt. The time of receipt of a withdrawal order is the time when the withdrawal order is received by PingPong. If the withdrawal order is received by PingPong after the cut-off time on a Business Day or on a day which is not a Business Day, the withdrawal order shall be deemed to have been received by PingPong on the following Business Day. Once the withdrawal order is received by PingPong, it shall be irrevocable.

(b) Time of execution. PingPong shall ensure that the amount of the withdrawal order is credited to the Beneficiary Account/Approved Payee’s bank account or payment service provider’s account pursuant to applicable laws.

(c) Value date. The debit value date for the Customer acting as payer shall be no earlier than the point in time at which the amount of the withdrawal order is debited from the PingPong Account.

(d) Time limits. The time limits prescribed above are maximum time limits and apply only subject to the PingPong Balance in your Payment Account being positive and showing sufficient funds in order for PingPong to proceed with the requested withdrawal order.

7.10 Once you submit a withdrawal order to PingPong to execute a Withdrawal and debit the Payment Account with the amount of the transfer and all applicable Fees, the Transaction is irrevocable and you will not be able to refund the funds transferred.

7.11 After receiving a withdrawal order, PingPong will initiate the Transaction in the amount and currency you have selected, less any applicable Fees. PingPong shall not be liable for any Fees charged by the bank of the Beneficiary Account or by the bank, payment institution or electronic money institution of the Approved Payee.

7.12 PingPong reserves the right to offset from any Transaction to you any amounts owed to PingPong by you, including but not limited to all Fees payable under this Agreement.

8.Issuance of electronic money, Peer-to-Peer payments and redemption of electronic money

8.1 PingPong will issue the requested amount of electronic money to your E-money wallet when instructed to do so by you.

8.2 Peer-to-Peer payments are only available if you opt for the E-money wallet. In that case, you can (a) transfer electronic money to another customer of PingPong and (b) receive electronic money from another customer of PingPong.

8.3 At the Customer’s request, electronic money will be redeemed to the Payment Account.

9.Fees

9.1 All Fees (including any adjustment) that may be charged by PingPong are disclosed on the PingPong website and can be viewed after logging in to your PingPong Account. Acting reasonably and following display or notice to you, PingPong may adjust existing Fees or introduce new Fees. You agree to pay all Fees charged to you by PingPong and your continued use of the PingPong Services indicates your continued acceptance of the Fees. If you have any questions or are unclear as to any Fees, you should contact the PingPong customer support. Please refer to Section 3.3 of this Agreement.

9.2 Fees payable by you will be deducted from your PingPong Balance and will be charged when a Transaction is executed. You hereby authorize and instruct us to deduct such Fees.

10.Termination and Suspension

10.1 You may terminate this Agreement without reason and without recourse to the Courts at any time. The provisions of this Agreement relating to ownership provisions, warranty disclaimers, indemnity and limitations of liability shall survive termination of this Agreement.

10.2 PingPong may close, suspend, limit or terminate your access to all or any part of the PingPong Services at any time, with or without cause.

10.3 In that case, we will provide at least one (1) month’s prior notice by email unless there are exceptional or regulatory circumstances (including but not limited to court or governmental orders) causing PingPong to take immediate action, such as (a) where we discover you have provided false, misleading, incomplete or inaccurate information or have otherwise acted dishonestly; (b) you breach this Agreement or any other agreement you enter into with PingPong; (c) your PingPong Account has been compromised or for other security reasons; (d) you are engaged in fraud, money laundering, terrorist financing or other illegal activities or we reasonably suspect you to be ; (e) you use the PingPong Services illegally or fraudulently in violation of Applicable Law or we reasonably suspect you to; (f) per the instructions of law enforcement or our regulator; or (g) there are other grounds that PingPong considers it appropriate. Together with a termination/suspension notice, we may also provide instructions on how to withdraw remaining funds from your PingPong Balance if it is not forbidden by Applicable Law.

10.4 When your PingPong Account is suspended or terminated, any further attempted use of the PingPong Services will result in your funds being rejected and returned to the Platform. PingPong may also notify relevant authorities. You are solely responsible for any Fees incurred in connection with the rejected Transactions.

11.Inactive Accounts

11.1 Your PingPong Account is deemed to be inactive if:

(a) there has been no communication from the Customer, its authorised representative or authorized person during the last two (2) years of a given period;

(b) there has been no communication from the Customer, its authorised representative or authorized person during the last two (2) years of a given period;

(c) within the last two (2) years of that same given period the Customer, its authorised representative or authorized person has not initiated any Transaction.

11.2 Until the expiration of the above-mentioned period and under the condition that the value of the funds allows PingPong to charge all justified and transparent administrative expenses due to the administration of the inactive PingPong Account, PingPong will continue to administer the Customers’ inactive PingPong Account and will be entitled to debit the relevant inactive PingPong Account for all expenses derived from this administration. If the administrative expenses to operate the inactive PingPong Account are higher than the value of the funds, we may close the inactive PingPong Account.

11.3 Three (3) months prior to reaching inactive status, we will send you an initial notification to your email address on our records to request action from you, provide you with options for keeping your PingPong Account active and inform you of the consequences of not responding.

11.4 If you do not respond to our initial notice within three (3) months and your PingPong Balance is zero, we will automatically close your PingPong Account, after which you must re-apply to use the PingPong Services.

11.5 If you do not respond to our initial notice within three (3) months and your PingPong Balance is positive, we will make reasonable efforts to contact you with a final notice before closing your PingPong Account.

11.6 In the event of closure of an inactive PingPong Account:

(a) any amount equal to or less than 5 EUR will not be returned to the Customer;

(b) any amount higher than 5 EUR will be subject to a transfer to a third-party escrow. After a subsequent period of four (4) years in a third-party escrow, the amount detained in a third-party escrow will be transferred to the Luxembourg Caisse de Consignation.

11.7 Please contact the PingPong customer service (please refer to Section 3.3 of this Agreement) if you have any questions about remaining funds in your PingPong Account or if it has been closed pursuant to this section.

12.Customer Obligations and Warranties

12.1 You represent and warrant that you are not acting on behalf of or for the benefit of anyone else, unless in case of a natural person opening a PingPong Account for and under the direction of a company, legal person or entity.

12.2 You hereby undertake, until the term or termination of this Agreement, to communicate promptly to PingPong any change in your business ownership, business activities, post mail address, email address, phone contact details or any modification with respect to your Beneficiary Account.

12.3 In the event of a breach of the above provisions, you shall be liable to PingPong for the resulting damages and indemnify PingPong for any claims from third parties.

13.Complaints

13.1 Complaints. For complaints related to EEA services, we have internal procedures for handling and investigating complaints fairly and promptly in accordance with regulatory requirements. For further information, please refer to Section 3.3 of this Agreement and to our Customer Complaint Policy. Should you not be satisfied with our response, you may choose to escalate your claim in writing to senior management of PingPong pursuant to Section 3.1 of this Agreement. If you have not received a satisfactory answer from PingPong within one (1) month from the date the complaint was sent, you may subsequently file a complaint to the CSSF in writing in German, English or French, either (a) by filling in the form (PDF or online) available at the following address: https://reclamations.apps.cssf.lu/index.html?language=en ; (b) by mail (simple mailing, no registered letter required) to the following address: Commission de Surveillance du Secteur Financier, Département Juridique CC, 283, route d’Arlon L-2991 Luxembourg; (c) by fax sent at the following number: (352) 26 25 12601, or (d) by e-mail at the following address: reclamation@cssf.lu. For more information, please refer to the CSSF’s website: https://www.cssf.lu/en/customer-complaints/ .

13.2 For further details, please refer to our Customer Complaint Policy.

14.Security Use of PingPong Services

14.1 You shall adequately protect your PingPong Account against any loss, theft, misappropriation or unauthorized use of your PingPong Account by safeguarding all IDs, passwords and PingPong Service Credentials, as well as your computer, mobile phone or other device.

14.2 You must contact the PingPong customer support (please refer to Section 3.3 of this Agreement) immediately if:

(a) you become aware of any loss, theft, misappropriation or unauthorized use of your PingPong Account;

(b) you become aware of any unauthorized or erroneous Transaction no later than three (3) months after the debit/credit date.

14.3 PingPong will provide appropriate means at all times for you to make such notice and shall provide you with the means to prove that you made such notice for eighteen (18) months following this notice.

15.Limitation of Liability

15.1 In no event will PingPong or its Service Providers be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute services; (iii) interruption of use or loss or corruption of data; or (iv) any amounts that exceed the Fees paid by you to PingPong under this Agreement during the twelve (12) months period prior to the cause of action. PingPong shall have no liability for any failure or delay due to matters beyond its reasonable control.

15.2 In respect of Inbound Payments, you hereby release the Platform from any liability for Inbound Payments as of when the funds related thereto are received by PingPong and not as of that later time when the funds are settled to you by PingPong.

15.3 Withdrawal orders can only be executed if they comply with regulatory standards. PingPong will not be held liable for any damages which could result from the non-execution or defective execution of a withdrawal order where such non-execution or defective execution is due to the fact that the Customer provided information which was inaccurate, incomplete or incorrect. In the case of paying VAT in the EEA, withdrawal orders are executed according to the relevant Approved Payee’s international bank account number (IBAN) provided that such bank account is held with a bank in the EEA (the “Unique Identifier”). In the case of a discrepancy between the Unique Identifier provided by the Customer and any other information, PingPong may, without incurring any liability, rely solely on the Unique Identifier. In such case, the funds under the relevant withdrawal order transmitted by the Customer will be deemed to have been transferred to the intended beneficiary. If the Unique Identifier provided by the Customer is incorrect, PingPong will not be held liable for any damages which could result from the non-execution or defective execution of the withdrawal order so long as PingPong has executed such withdrawal order in accordance with the indicated Unique Identifier. The Customer will assume sole responsibility thereto.

15.4 You acknowledge that PingPong will provide the PingPong Services using facilities provided by Service Providers. Unless otherwise required by PingPong, no commercial agreement exists between you and the Service Providers and each of the Service Providers will accordingly have no direct liability to you.

15.5 PingPong shall not be liable for any underlying sales transactions occurring on the Platform. It is your responsibility to ensure that you only make payments to or receive payments from persons or entities relating to commercial transactions in compliance with your applicable legal obligations. PingPong has no influence on the underlying process of buying or selling goods and no legal relationship with the Platform or the Buyers, and will not be held liable to or in respect of any Buyer or Platform or for the underlying products and/or services being sold or bought, nor for the correct completion of any sale or purchase of products or services. You assume exclusive responsibility for your products and services and your obligations to Buyers and the Platforms, and shall indemnify and hold PingPong harmless from any claim by any of them against PingPong. The sale of counterfeit products or products breaching intellectual property rights can also lead to legal action by rights’ holders and a potential loss of funds. If you are in doubt as to the legality of a transaction you should not execute it.

15.6 You are solely responsible for reporting to all applicable government tax authorities all funds underlying your use of the PingPong Services and for the payment of any applicable taxes as well as any other applicable reporting requirements, including but not limited to any customs or foreign currency controls.

15.7 Neither party shall be held liable or considered to have failed under these rules in case of late or non-performance when their cause is related to a force majeure situation as defined by Applicable Law.

15.8 All of Section 15 of this Agreement shall survive termination of this Agreement.

16.Miscellaneous

16.1 Availability of Agreement. This Agreement has been made available to you prior to its commencement and remains available to you at any time on the PingPong website. You have the right to receive at any time during this Agreement on request the terms of this Agreement on a durable medium in the languages specified in Section 3.3 of this Agreement.

16.2 Changes to Agreement. We are constantly updating the PingPong Services which means that PingPong may amend, revise or update this Agreement from time to time at its sole discretion. You are responsible for regularly reviewing this Agreement. If we make material changes, we will notify you via email or other means two (2) months before the changes take effect. If you disagree with our changes, you should stop using the PingPong Services within the designated notice period. In the absence of such notification before the proposed date of their entry into force, you will be deemed to have accepted those non-material changes if you continue to use the PingPong Services. Your continued use of the PingPong Services will be subject to the new terms of this Agreement. However, any transaction or dispute that arose before the changes shall be governed by the Agreement that was in place when the dispute arose.

16.3 Service Providers. PingPong has the right to involve Service Providers. PingPong may require that certain processing steps are carried out directly through such Service Providers, completely or partially.

16.4 Prevention of Money Laundering and Terrorist Financing. PingPong is subject to Applicable Law regarding the fight against money laundering and the terrorist financing. As a result, PingPong reserves the right to obtain information from you, including but not limited to information about your identity, business transactions, business relationships, and/or financial information. In addition, PingPong must take all the steps necessary to identify you and, where appropriate, the beneficial owner of the PingPong Account or any Inbound Payments linked to the PingPong Account. You acknowledge that PingPong may terminate or postpone at any time the use of your login details, access to the PingPong Account or the execution of a Transaction in the absence of any sufficient information about its purpose or nature.

16.5 Severability. Should one or several provisions of this Agreement be or become invalid or prove to be unenforceable, this shall not affect the validity of the other provisions. In this case, the contracting parties shall replace the invalid or unenforceable provision by another provision that comes closest to the economically intended purpose. The same applies in the case of a regulatory gap.

16.6 Indemnification. You agree to indemnify, defend and hold harmless PingPong, its parent, affiliates and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the PingPong Services, including but not limited to your violation of this Agreement. You agree to indemnify PingPong for any government-imposed fees or taxes that are imposed on or charged to PingPong in connection with your business activities or in connection with the PingPong Services provided to you. You authorize us to recover any such government fee or tax from your PingPong Balance.

16.7 Disclaimer of Warranties. The PingPong Services are provided “as is”. PingPong and its Service Providers hereby disclaim all warranties of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither PingPong nor its Service Providers make any warranty that the PingPong Services are error free or that access thereto will be continuous or uninterrupted. You understand that you download from or otherwise obtain content or services through the PingPong Services at your own discretion and risk.

16.8 Notice in respect of the FATCA Law and CRS Law Under the Luxembourg laws of 24 July 2015 on the US Foreign Account Tax Compliance Act (“FATCA Law”) and 18 December 2015 on the OECD common reporting standard (“CRS Law”) adopted respectively to implement an agreement between the United States (“U.S.”) and the Luxembourg governments on international tax compliance and the Directive 2014/107/EU on mandatory automatic exchange of information in the field of taxation, we, as a data controller, inform you that the following data will be collected and may be exchanged or otherwise processed for the purposes of the aforementioned laws (assuming they apply) and in accordance with them:

• your name;
• your address;
• your country (or countries) of (deemed) tax residence;
• your Tax Identification Number(s) issued by your country or countries of tax residence and, where applicable, your U.S. Tax Identification Number (U.S. TIN);
• your place and date of birth;
• your account number (or substitute account number, identifying your funds held);
• your account balance or value as at 31 December of any year during which the account is held.

If you qualify as a specified U.S. person under FATCA Law and/or as a reportable person under CRS Law and assuming the FATCA Law and CRS Law impose obligations on PingPong (in either case, as a “Reportable Account Holder”), this information will be automatically exchanged by PingPong with the Luxembourg tax authorities. The latter will exchange this information with the U.S. Internal Revenue Service if FATCA Law applies and/or, if CRS Law applies, with the competent authority or authorities of your respective country or countries of tax residence that are participating jurisdictions under CRS Law. The information listed above will be exchanged with the Luxembourg tax authorities for any calendar year during which you are or become a Reportable Account Holder (at the latest on 30 June of the subsequent calendar year). Such data will consequently continue to be processed by us until it is no longer necessary for the purposes for which they were processed. Under FATCA and CRS Law you are obliged to provide any additional information that might be required from time to time by us to apply these laws. Failure to do so in time may give rise to a reporting by us of your information to the Luxembourg tax authorities which will in turn exchange this information with the authorities mentioned above. You have the right to access the information that is exchanged with the Luxembourg tax authorities and, as the case may be, a right to rectify this information. To exercise these rights, you should proceed in accordance with the Privacy Policy.

References to the FATCA Law and CRS Law include references to any rules based on common-reporting standards agreements that may be applicable under Luxembourg law as well as any legislation that may amend or replace these rules, laws and agreements.

Please read these PingPong Services Terms and Conditions (the “Terms and Conditions”) carefully before accessing or using the PingPong Services. These Terms and Conditions govern the availability and use of the PingPong Services provided to you by Ping Pong Global Holdings Limited and Xendit Tech Company Limited (“Xendit”) (collectively, “us”, “we”, “our”, and “PingPong”). By accessing or using any part of the PingPong Services, you (the “Customer”, “Merchant”, “you”/ “your”, “any authorized user”) accept and agree to become bound by these Terms and Conditions. In addition, and without limiting the foregoing, you also agree to comply with and be bound by the Privacy Policy, Cookies Policy and such other policies and guidelines, notices, circulars and announcements from time to time issued by us to you, each of which shall form a part of these Terms and Conditions.

Notwithstanding the fact that we may notify you of any major changes we make to these Terms and Conditions electronically, you shall be responsible for regularly reviewing these Terms and Conditions. At any time, you can view our then-current Terms and Conditions on your PingPong Account’s dashboard, or other means as notified by us to you. All amendments, supplements and revisions shall be effective upon publication on our your PingPong Account’s dashboard, or other means as notified by us to you. When you use the PingPong Services after our publication of any such amendment, supplement or revision, you agree that you are deemed to have read and agreed to the latest version of our Terms and Conditions, Privacy Policy, Cookies Policy and such other policies and guidelines, notices, circulars and announcements from time to time issued by us to you. If you do not agree to such amendments, supplements or revisions, you shall immediately close your PingPong Account and stop using all of the PingPong Services.

These Terms and Conditions shall be effective and legally binding on the earlier of the dates when (a) Customer (a) applies to receive a Payment Account; (b) affirmatively accepts the Terms and Conditions in writing or electronically; or (c) otherwise uses or applies to use PingPong’s Services. Subsequently, these Terms and Conditions shall continue in effect until the date when you close your PingPong Account and discontinue use of PingPong’s Services. Your acceptance of these Terms and Conditions shall confirm that you fully understand and accept all provisions in these Terms and Conditions. If you do not understand any of these Terms and Conditions, you are advised to obtain independent legal advice with respect thereto.

1.Important Information

1.1 Sections 1.1,1.2 , 2.3, 2.6-2.9, 2.13, 2.15, 2.16, 2.18-2.20, 2.23, 2.25, 2.27, 2.28, 2.30, 3.3,3.4, 5.2, 5.6, 5.9-5.10, 6.3, 6.6, 6.7, 7-12, 14, 15.5-15.8, 17.1, 17.4, 17.5, 17.7, and 17.9 of the Other PingPong T&C are hereby incorporated herein by reference, mutatis mutandis, as modified from time to time as permitted therein.

1.2 We may at any time close, suspend or limit your access to your use of the PingPong Services (a) if we suspect that you may have committed any breach or violation of (i) this Agreement, (ii) any other agreement between you, on the one hand, and PingPong or any of its Group Companies, on the other hand, or (iii) any breach of the terms and conditions of Xendit applicable to users of PingPong Services specified therein, which may be found at https://www.xendit.co/en/terms-and-conditions; and https://www.xendit.co/en/terms-and-conditions-thailand (“Xendit T&C”), or (b) pursuant to any proprietary monitoring systems or techniques used by PingPong when assessing the risk associated with your transaction activity. Please see Section 10 (Termination and Suspension) of the Other PingPong T&C for further details. We or our Service Providers may also limit your access to Funds as required by Applicable Law, per the instructions of law enforcement or applicable regulators, or when we or our Service Providers consider necessary and appropriate.

1.3 We or our Service Providers may close your PingPong Account if your account becomes inactive. Please see Section 11 (Inactive Accounts) of the Other PingPong T&C for further details.

1.4 Protecting your privacy is very important to us. Please review our Privacy Policy and Cookies Policy to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information. You shall only enter into this Agreement if you fully understand and agree to the Privacy Policy and the Cookies Policy.

2.Definitions

In the context of this Agreement, the following terms shall have the following meaning:

2.1. “Account Jurisdiction” means the Kingdom of Thailand.

2.2. “Agreement” means these Terms and Conditions, all exhibits, referenced documents, attachments and such other policies and guidelines, notices, circulars and announcements from time to time issued by us to you, including the Privacy Policy and the Cookies Policy.

2.3. “Approved Payee” means a natural or legal person approved by PingPong and its Service Providers as payee of the Funds. For the avoidance of doubt, the Approved Payee shall in no event be a Consumer.

2.4. “Beneficiary Account” means your local beneficiary bank account into which you wish to receive distributions from your PingPong Balance through the PingPong Services, as instructed by you to us through your PingPong Account.

2.5. “Fees” are the after-tax net charges payable by you to us for using the PingPong Services which are specified in the PingPong Account held by you.

2.6. “Group Companies” refers to all direct and indirect affiliates, subsidiary companies or holding companies of Ping Pong Global Holdings Limited that provide all or any part of the PingPong Services.

2.7. “Other PingPong Services” means the supplementary services provided by Ping Pong Global Holdings Limited and/or its Group Companies, pursuant to the Terms & Conditions found at https://b2b-cdn.pingpongx.com/b2b/protocol/latest/index.html#pingpong-service-terms-and-conditions, as the same may be amended from time to time (the “Other PingPong T&C”) (a) to support PingPong Service as provided by Xendit or (b) that are not regulated by the Bank of Thailand.

2.8. “Payment Account” means a virtual account that specifies your PingPong Balance held with PingPong. This Payment Account is designated to you by PingPong for offering PingPong Services. This Payment Account shall be created by PingPong and/or PingPong’s Service Provider at the request of PingPong on your behalf, in accordance with the agreement between PingPong and the Service Provider. PingPong may access, control, and monitor this Payment Account. For the avoidance of doubt, the Payment Account may include the provision of a merchant identifier (through a payment link or QR payment), as applicable, other than virtual accounts, as a means of identifying your PingPong Balance held with PingPong.

2.9. “PingPong”, “we”, “us” or “our” means Ping Pong Global Holdings Limited and Xendit.

2.10. “PingPong Balance” means the balance of Funds as from time to time shown in your PingPong Account, which PingPong Balance will include both Funds held within the Payment Account issued pursuant to this Agreement and Funds held in connection with the Other PingPong Services provided to you.

2.11. “PingPong Services” means payment services offered by Xendit as a licensed payment service provider by the Bank of Thailand to carry out regulated payment activities in Thailand, as further described and subject to Section 4.1 hereof.

2.12. “Service Providers” shall include Group Companies, banks, financial institutions, payment service providers, clearing networks, other third-party payment processing services, and any other vendors from time to time used by PingPong or Group Companies in the course of provision of the PingPong Services or Other PingPong Services.

2.13. “Withdrawal Instruction(s)” means, following receipt of Funds into Payment Account through an Inbound Transaction, an instruction by a Customer instructing PingPong to execute a Withdrawal Transaction.

2.14. “Withdrawal Transaction(s)” means, following the action of a Withdrawal Instruction, the payment or transfer of Funds from the Payment Account to your designated Beneficiary Account or Approved Payee.

3. Contracting Entity, Governing Law and Communication

3.1. “PingPong,” “we,”, “us” and “our” in this Agreement refers to PingPong Global Holdings Limited, a Private Limited company incorporated in Hong Kong and having its place of business at Unit 06, 12/F., Emperor Group Centre, 288 Hennessy Road, Wan Chai, Hong Kong, together with Global Prime Corporation Company Limited, a Private Limited company incorporated in Thailand and having its place of business at 184/125-126 Forum Tower 21st Floor, Ratchadapisek Rd., Huaykwang Bangkok 10310, Thailand.

3.2. You acknowledge and confirm that PingPong may provide notice or other service-related information to you by posting it on the our websites (which shall include on the webpage in your PingPong Account) or your PingPong Account’s dashboard, or other means as notified by us to you, or emailing it to the email address listed in your PingPong Account, mailing it to the street address listed in your PingPong Account, calling you by phone, or sending you a “text” / SMS message. You must have internet access and an e-mail account to receive communications and information relating to PingPong Services. You further confirm that such notices shall be deemed to have received by you upon the earlier of our issuance to you or upon publication on the PingPong website(s) or your Payment Account’s dashboard, or other means as notified by us to you. You may request a copy of any legally required disclosures (including this Agreement) from us and we will provide such disclosures to you in a form which allows you to store and reproduce the information (e-mail shall be sufficient).

4. PingPong Service Overview

4.1. PingPong Services are offered by Xendit, which provides services enabling Inbound, Outbound and Withdrawal Transactions through the use of Payment Account in the Account Jurisdiction. Other PingPong Services are offered by PingPong Global Holdings Limited and/or Group Companies to facilitate PingPong Services. For the avoidance of doubt, under this Agreement, PingPong Global Holdings Limited only facilitates PingPong Services by being outsourced by Xendit to conduct Customer onboarding and KYC/CDD on behalf of Xendit as a regulated payment service provider in Thailand, and to allow Customers to use the Website and PingPong Account’s Dashboard. Other than facilitating PingPong Services provided by Xendit to you, PingPong Global Holdings Limited and its Group Companies do not provide or intend to provide any payment services within the Account Jurisdiction. All regulated payment services provided to you in connection with the PingPong Services within the Account Jurisdiction are provided by Xendit pursuant to the Xendit T&C. Even if any provision of these Terms and Conditions states that PingPong Global Holdings Limited is conducting money services business activity in Thailand, such language shall, with respect to the operation of the PingPong Services, be interpreted to mean that Xendit is conducting such activity. By consenting to these Terms and Conditions, you also consent to the terms of the Xendit T&C that would be applicable to you if you were a party thereto.

4.2. In light of the above, PingPong provides you, the Customer, with PingPong Services that allow you to:

(a) Receive a Payment Account in the Account Jurisdiction for the purpose of conducting Transactions, which Payment Account will be accessed, controlled, and monitored by PingPong.

(b) Receive Inbound Payments from approved Platforms or senders, collected to the designated Payment Account;

(c) Withdraw Funds from the Payment Account to your local Beneficiary Account pursuant to Withdrawal Instruction or this Agreement;

(d) Initiate Outbound Payment from the Payment Account to an Approved Payee; and

(e) Report transaction data, including through our Service Providers, in some circumstances, for regulatory compliance purposes as required to receive foreign currency.

4.3. PingPong Services may be subject to certain limitations and may not be available in certain jurisdictions, depending on:

(a) the location of (i) you, (ii) the Platform or (iii) senders/originators of Funds;

(b) applicable regulatory requirements or Applicable Law in the Account Jurisdiction; and

(c) other similar factors as determined by PingPong or its Service Providers from time to time.

4.4. PingPong is not a bank or credit institution. PingPong and its Service Providers shall not accept any deposit from you nor pay any interest to you on your Funds/PingPong Balance, including Funds held in the Payment Account. Further, PingPong and its Service Providers do not offer any feature or benefit of a bank account. By accepting these Terms and Conditions, you acknowledge that PingPong is authorized to retain any interest that arises with respect to the sum of any Funds held in PingPong’s bank account(s). You further acknowledge that the Payment Account does not qualify as a deposit account as defined by relevant laws and regulations, including Applicable Law, and thus Funds held in your PingPong Account or in the process of Transaction are not insured. However, PingPong shall strictly adhere to applicable requirements that ensure the liquidity and protection of Funds held on your behalf. PingPong may, at its sole and absolute discretion and/or through its Service Providers, settle your PingPong Balance to your Beneficiary Account if the PingPong Balance is not withdrawn by you for a period from time to time specified by us in accordance with Applicable Law.

4.5. PingPong shall be an independent contractor that provides the PingPong Services to the Customers. PingPong shall in no event act as a fiduciary, trustee or escrow holder on your behalf. PingPong shall act solely as an agent for you or the Approved Payee in respect of the Funds.

4.6. You shall in no event allow the Platform any right to debit the Payment Account and you shall be liable to PingPong for any debits made on such account by Platform or any other third party without PingPong’s prior written approval. Your failure to observe this Section shall be a material breach of this Agreement and we may terminate this Agreement forthwith without compensation and without prejudice to our other rights and remedies hereunder.

5.Your PingPong Account

5.1. PingPong Accounts. The use of PingPong Services requires that you register for and be issued a PingPong Account. Your rights to your PingPong Account are limited by and set forth in this Agreement and the Other PingPong T&C. A business or individual engaging in business activities approved by PingPong from time to time may apply to use the PingPong Services via our PingPong website by registration of a PingPong Account. As part of the application process, you will need to accept this Agreement, Xendit T&C, the Other PingPong T&C, as well as our agreements with Service Providers that enable PingPong Services and the relevant terms and conditions of the Service Providers. You may further be asked to confirm your acceptance to other arrangements that we may from time to time offer to you. You agree to provide us with true, accurate and complete information when you register for a PingPong Account. You will be able to see relevant information in your PingPong Account in pursuance to the personal data access rights provided under relevant data protection laws.

5.2. PingPong’s Role. Except for our limited role in supporting Xendit in providing you with the PingPong Services in accordance with this Agreement, we shall in no event be considered to be involved in any underlying transactions between you and any Buyer, Platform, supplier, sender, Approved Payee or any other party. In no event shall we be considered to be a party to any contract with respect to any underlying transactions between you and any Buyer, Platform, supplier, sender, Approved Payee or any other party. For the avoidance of doubt, we are neither the Buyer nor the Seller of your products or services. You authorize us and our Service Providers to hold, receive, and disburse Funds in accordance with your Withdrawal Instructions or Outbound Payment Orders and subject to Applicable Law. In this limited capacity, we act only as a service provider to you but not as a trustee. We may use the services of one or more Service Providers to provide the PingPong Services. Notwithstanding the foregoing, if we consider it necessary and appropriate in our sole discretion, we may request that you provide evidence of transactions underlying or related to the PingPong Services. You shall provide all such evidence we reasonably request within three (3) days from the date of such request.

5.3. Verification. Your use of PingPong Services is subject to PingPong’s Know Your Customer and approval processes (collectively, “KYC”), which PingPong Global Holdings Limited conducts on behalf of XENDIT as your payment service provider in the Account Jurisdiction. We and our Service Providers have the right to request information and documentation prior to your use or during your use of the PingPong Services including, but not limited to, information and documentation relating to your identity or the identity of your shareholders, proof of address, proof of ownership, and additional business-related information and documents. You agree that PingPong and Service Providers may check and verify the information you provide as necessary or advisable to validate your identity, including through the use of third-party intermediaries or databases. You agree to provide to PingPong, within three (3) days of PingPong’s request, all information required by PingPong for the purpose of complying with its compliance obligations. We shall be entitled to deny your use or your continued use of the PingPong Services if you fail or refuse to provide the information requested by us under this Section.

5.4. Account Credentials. For certain approved Platforms, you may request PingPong Account Credentials, which you will provide to such Platforms from which you wish to receive payment through PingPong Services. Your PingPong Account Credentials shall be unique to you and shall be provided to the Platform by you in order to properly receive and transfer Funds on your behalf. You shall keep the PingPong Account Credentials safe and strictly confidential. You must keep your PingPong Account Credentials secure and you must not disclose your PingPong Account Credentials to any third party. You shall be solely responsible for all activities conducted by any party using or accessing your PingPong Account whether such use or access is authorized or not and you shall further indemnify the Indemnified Persons (as defined below) for all losses of the foregoing in connection therewith.

5.5. Processing and Rejections. We will process only Transactions that we deem to be properly sourced and authorized. You acknowledge and accept that PingPong may, at any time, reject or limit payments in our sole discretion, or suspend access to your PingPong Account, in accordance with Applicable Law, instructions by regulator, internal compliance and risk management policies of PingPong, or PingPong’s agreements with its Service Providers. You agree that Transactions carried out pursuant to this Agreement may be subject to disclosure to competent authorities. You may, to the extent permitted by Applicable Law, access the information so disclosed where such information concerns you, provided such right to access does not undermine the purpose of the fight against money laundering or terrorist financing. You agree that you shall not bring any prosecutions, civil liability actions or any professional sanction against PingPong, its managers or employees who have reported their suspicions in good faith to the relevant authorities.

5.6. Restricted Use. You agree that in connection with your use of PingPong Services, you will not:

• commit any breach of this Agreement, Privacy Policies or any other agreements that apply to you, including our agreements with Service Providers;
• violate any Applicable Law or any laws or regulations of the country where you manufacture, purchase, store or sell your products or provide services;
• engage in unlawful businesses or activities;
• infringe or misappropriate the intellectual property rights or rights of publicity or privacy of PingPong or any third party;
• Sell counterfeit goods or goods produced in whole or in part using child or forced labor;
• Provide false, inaccurate or misleading information;
• Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
• engage in actions that raise suspicion of fraud, significant credit risk, or any other associated risks; or
• Send or receive Funds that PingPong reasonably believes are potentially involved in money laundering, terrorist financing or other illegal activities.

If PingPong believes that you may have engaged in any of the above Restricted Uses, or that your conduct (including, but not limited to, transmitting inaccurate or incomplete data to PingPong) poses a threat to PingPong's or its Service Provider's systems or processes, PingPong may, in its sole discretion, suspend or terminate your PingPong Account immediately by way of delivery of a written notice or refuse to provide you with any PingPong Services in the future. You shall further indemnify the Indemnified Persons for all of their respective losses in connection therewith. PingPong may use your name and logo to identify you as a customer of PingPong, but PingPong’s use of your name and logo does not create any ownership right therein and all rights not granted to PingPong are reserved by you.

6. Inbound Transactions

6.1. Only Platforms or senders approved by PingPong and Service Providers may make payments to your PingPong Account for the purposes permitted under the PingPong Services. PingPong, including Service Providers, may approve such Platforms or senders at its sole discretion. Inbound Payment that are not approved by PingPong or Service Providers may be rejected in PingPong’s or Service Provider’s discretion. Any costs and expenses associated with rejected payments shall be borne solely by you, as applicable. You represent that the acceptance of Funds through the PingPong Services shall in no event commit any breach of your Agreement with the Platform or with any other party.

6.2. PingPong shall allow Funds to be received in Thai Baht. PingPong may, at any time at its sole discretion, enable or disable any currencies.

6.3. Payment Accounts may accept or send Funds using methods such as direct debit, wire transfer networks, virtual accounts, credit cards, over-the-counter payments, e-wallets, payment links and QR-payments. These methods can changed by PingPong or its Service Providers without prior notice to you. Neither the PingPong Services nor PingPong Accounts support checks or any payment methods other than those determined by PingPong in accordance with this Agreement.

6.4. You acknowledge and confirm that the time required for Inbound Payments to reach your Payment Account shall in no event be under PingPong's or our Service Providers’ control. As an illustration only and not otherwise, payments typically arrive at your Payment Account within one (1) to three (3) Business Days from the date of remittance, but there is no guarantee thereof. If an Inbound Payment is not received within five (5) Business Days from the payment instruction of the relevant Platform, we may initiate an internal investigation on your behalf upon your request. You shall directly resolve any issues or disputes associated with Platforms and their policies with the Platform. PingPong shall in no event be under any obligation to resolve such issues or disputes

7. Complaints

7.1. If you feel that we have not met your expectations in the delivery of PingPong Services or if you think we have made a mistake, you can file a complaint. General complaints can be made to PingPong’s global customer service center by emailing at service@pingpongx.com or calling at (+86) 400-996-9666.

7.2. You may also file complaints with us using the following contact details: Thailand: Email us at th.support@pingpongx.com or contact us via Line Official at the Line ID: @pingpongthailand

8. Limitation of Liability

8.1. In no event will PingPong or its Service Providers be liable with respect to any subject matter of this Agreement under any contract, tort, negligence, strict liability or other legal or equitable theory for: (A) (i) any special, indirect, incidental or consequential damages, , or exemplary damages or losses suffered or incurred (even if PingPong or any of its Service Providers have been advised of the possibility of such damages and regardless whether each of them knew or had reason to know of the possibility of the loss, injury or damage in question), such as, but not limited to, loss of revenue, profits, goodwill or business, anticipated savings, loss of reputation, costs of delay, costs of lost or damaged data or documentation, or such party’s liabilities to third parties of any nature arising from any source, (ii) the cost of procurement for substitute services, or (iii) for interruption of use or loss or corruption of data; or (B) (i) with respect to any single event, more than 5% of the Fees collected by PingPong from you for the 12 months immediately preceding such event, and (ii) in the aggregate, more than the Fees collected by PingPong from you for the trailing 12-month period preceding the date of the most recent claim action. PingPong and/or Xendit shall have no liability for any failure or delay due to matters beyond its reasonable control.

8.2. Outbound Payment Orders can only be executed if they comply with regulatory standards. PingPong will not be held liable, and the Customer will assume sole responsibility and reimburse PingPong for, for any damages which could result from the non-execution or defective execution of an Outbound Payment Order where such non-execution or defective execution is due to the fact that the Customer provided information which was untrue, inaccurate, incomplete or incorrect.

9. Protection of Your Data

9.1. We will ensure that all your personal information is held in accordance with the data privacy and security provisions of Applicable Law and our published Privacy Policy. Your use of the PingPong Services is subject to the Privacy Policy which you agree to as part of these Terms and Conditions. Please make yourself familiar with the Privacy Policy by reviewing it on our website. PingPong, in its sole discretion, may amend the Privacy Policy by an update on the Privacy Policy page of the PingPong website. You may review the Privacy Policy at any time by clicking on the Privacy Policy on the PingPong website.

9.2. In addition to our Privacy Policy and other policies we have issued to you regarding your personal and financial transaction data, you explicitly consent to us disseminating, transferring, and transmitting your information to our Service Provider and any of its affiliates as determined necessary by PingPong for the provision and utilization of PingPong Services.

9.3. YOU ACKNOWLEDGE AND AGREE THAT PINGPONG RESERVES THE RIGHT TO ACCESS AND DISCLOSE PERSONAL DATA RELATING TO YOU TO THRID PARTIES TO COMPLY WITH ALL APPLICABLE LAWS AND LAWFUL REQUESTS FROM GOVERNMENT OR OTHER REGULATORY AUTHORITIES, OR TO PROVIDE SERVICES OF PINGPONG OR PROTECT PINGPONG, ITS CUSTOMERS OR OTHER USERS.

10. Miscellaneous

10.1. Changes to Agreement. We update the PingPong Services from time to time, and that means sometimes we have to change the terms of this Agreement. PingPong, at its sole discretion, may amend, revise or update this Agreement. Such changes will come into effect immediately upon publication thereof. If we make any material changes, we shall notify you via email or other means. If you disagree with our changes, then you should stop using the PingPong Services and close your PingPong Account. Your continued use of our PingPong Services will be subject to the new terms. However, any transaction or dispute that arose before the changes shall be governed by the Agreement that was in place when the dispute arose.

10.2. Service Providers. Notwithstanding anything to the contrary herein, you agree that PingPong may use Service Providers to provide the PingPong Services and to perform any of its obligations under these Terms and Conditions. PingPong may require that certain processing steps are carried out directly through such third parties, completely or partially.

10.3. Indemnification. You shall indemnify PingPong, Group Companies and its and their respective directors, officers, employees, contractors, agents, representatives and authorized persons (collectively “Indemnified Persons”) for and keep the Indemnified Persons fully and effectively indemnified against (a) all direct and indirect damages (including accounting, legal and other professional advisors’ fees and costs of enforcement related thereto) incurred by the Indemnified Persons in connection with any breach or violation by you of the Terms and Conditions, the Other PingPong T&C, our agreements with Service Providers, and XENDIT T&C; or (b) any claim, proceeding, damages (including accounting, legal and other professional advisors’ fees) incurred by the Indemnified Persons in connection with the provision of any of the PingPong Services, whether or not arising from or in connection with your improper use of such PingPong Services or any damages to the Indemnified Persons (or their respective assets, computer hardware, devices, facilities or software) as a result of performing such PingPong Services.

10.4. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Thailand (“Governing Law Jurisdiction”). The parties hereby submit to the non-exclusive jurisdiction of the courts of the Governing Law Jurisdiction.

Thank you for choosing PingPong and its Group Companies (each as defined in our Terms and Conditions and hereinafter collectively “Company”, “we”, “us", and “our"). We are committed to protecting your personal information and your right to privacy. If you have any questions or concerns about our policy, or our practices with regards to your personal information, please contact us through the ways specified in Article 12.

When you visit our website to contact us or to use our services, you trust us with your personal information. We take your privacy very seriously. In this privacy policy, we seek to explain to you in the clearest way possible what information we collect, how we use it and what rights you have in relation to it. We hope you take some time to read through it carefully, as it is important. If there are any terms in this privacy policy that you do not agree with, please discontinue use of our website and our Services.

This privacy policy applies to all information collected through our website, and/or any related services, sales, marketing or events (we refer to them collectively in this privacy policy as the "Services").

Please read this privacy policy carefully as it will help you make informed decisions about sharing your personal information with us. A PDF version of this privacy policy can be found here.

For residents of the European Economic Area and Switzerland, personal information is processed by or on behalf of the controller:

PingPong Europe SA
Rue du Laboratoire 9
Luxembourg L-1911
Luxembourg

For residents of United Kingdom, personal information is processed by or on behalf of the controller:

PingPong Payment (UK) Limited
Cannon Street,
London, EC4N 6NP,
United Kingdom

1.WHAT INFORMATION DO WE COLLECT?

We may collect one or more of the following categories of personal information about you when you visit our website, use or register for our Services, request additional information about our Services, or otherwise interact with us.

We do not collect the following categories of personal information about our customers: education information, defined as information that is not publicly available personally identifiable information as defined in the United States Family Educational Rights and Privacy Act (20 U.S.C. Sec. 1232g; 34 C.F.R. Part 99); or inferences drawn from any of the information identified in this subdivision to create a profile about a consumer reflecting the consumer’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.

Automated Decision-Making / Profiling: Please note, PingPong does not utilize automated individual decision-making (making a decision solely by automated means without any human involvement) or profiling (automated processing of personal data to evaluate certain things about an individual).

2.DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

In Short: We may use cookies and other tracking technologies to collect and store your information.

We may use cookies and similar tracking technologies (like web beacons and pixels) to access or store information. Specific information about how we use such technologies and how you can refuse certain cookies is set out in our Cookie Policy.

Most Web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove cookies and to reject cookies. If you choose to remove cookies or reject cookies, this could affect certain features or services of our Services.

3.HOW DO WE USE YOUR INFORMATION?

In Short: We process your information for purposes based on legitimate business interests, the fulfillment of our contract with you, compliance with our legal obligations, and/or your consent.

We use personal information collected via our website or Services for a variety of business purposes described below. We process your personal information for these purposes in reliance on our legitimate business interests, in order to contact you, enter into or perform a contract with you, with your consent, and/or for compliance with our legal obligations. If you choose not to provide information, we may be unable to provide services to you or the quality of services you receive may be affected. We indicate the specific processing grounds we rely on next to each purpose listed below.

4.WILL YOUR INFORMATION BE SHARED WITH ANYONE?

In Short: We may sell or share, as those terms are defined under applicable data protection laws, your personal information with your consent, to comply with laws, to provide you with services, respond to your inquiries, to protect your rights, or to fulfill business obligations.

5.DO WE ENGAGE IN CROSS-BORDER DATA TRANSFERS?

In Short: We may transfer your personal information to a third party that is located in a jurisdiction other the one from which we collected your personal information, including to countries that have not been deemed to have an adequate level of protection for the rights and freedoms of data subjects.

If we do transfer your personal information to another jurisdiction, we will do so following due diligence and provided that the data recipient is subject to contractual agreements imposing obligations on it to ensure appropriate technical and organizational measures are implemented and maintained at all times to prevent the unauthorized and unlawful processing of personal information, and the accidental loss or destruction of, or damage to, personal information, consistent with our obligations under applicable data protection laws. If you are a resident of the European Economic Area or Switzerland, you may request additional details regarding cross-border data transfers and our contractual agreements by contacting us at dpo@pingpongx-eu.com.

If you are a resident of the United Kingdom, you may request aforementioned additional details and agreements by contacting us at dpo-uk@pingpongx-uk.com.

6.HOW LONG DO WE KEEP YOUR INFORMATION?

In Short: We keep your personal information only for as long as necessary to fulfill the purposes outlined in this privacy policy unless otherwise required by law.

We will only keep your personal information for as long as it is necessary to fulfill the purposes for which it was collected, including for the purposes of satisfying any legal, regulatory, accounting, or reporting requirements. If we collect any biometric information about you, we will not store that information for longer than three (3) years and we will destroy all copies of such biometric information within three (3) years from the date of collection.

7.HOW DO WE KEEP YOUR INFORMATION SAFE?

In Short: We aim to protect your personal information through a system of organizational and technical security measures.

We have implemented appropriate administrative, technical, and organizational security measures designed to protect the security of any personal information we process. However, please also remember that we cannot guarantee that the internet itself is 100% secure. Although we will do our best to protect your personal information, transmission of personal information to and from our Services is at your own risk. You should only access the services within a secure environment.

8.DO WE COLLECT INFORMATION FROM MINORS?

In Short: We do not knowingly collect data from or market to children under 18 years of age.

We do not knowingly solicit data from or market to children under 18 years of age. By using the Services, you represent that you are at least 18 or that you are the parent or guardian of such a minor and consent to such minor dependent’s use of the Services. If we learn that personal information from users less than 18 years of age has been collected, we will deactivate the account and take reasonable measures to promptly delete such data from our records. If you become aware of any data we have collected from children under age 18, please contact us through the ways specified in Article 12.

9.WHAT ARE YOUR PRIVACY RIGHTS?

In Short: In some regions, you have rights that allow you greater access to and control over your personal information. You may review, change, or terminate your account at any time.

Depending upon where you are located, certain choices and rights may be available to you under applicable data protection laws, including the right to request access to your personal information or to have your personal information deleted.

If you have questions or comments about your privacy rights, you may email us through the ways specified in Article 12.

“Do-Not-Track”: Most web browsers and some mobile operating systems and mobile applications include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. No uniform technology standard for recognizing and implementing DNT signals has been finalized. As such, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online.

“Shine the Light” and “Eraser” Laws: Residents of the State of California may request a list of all third parties to which we have disclosed certain information during the preceding year for those third parties’ direct marketing purposes.

California Consumer Privacy Act (CCPA)/California Privacy Rights Act (CPRA): The CCPA, as amended by the CPRA, provides California residents and/or their authorized agents with specific rights regarding the collection and storage of their personal information.

Your Right to Opt-Out of Sale or Sharing of Personal Information: California residents have the right to opt-out of the sale of their personal information by submitting a request as directed on the homepage of our website.

Please note that we do not knowingly sell the personal information of any individuals under the age of 16.

Where we are sharing your personal information with third parties for the purposes of cross-context behavioral advertising or profiling, you may opt-out of such sharing at any time by submitting a request as directed on the homepage of our website or by contacting us using the information in the “Contact Us” section below.

Your Right to Limit Use of Sensitive Personal Information: California residents have the right to request that we limit our use of any sensitive personal information to those uses which are necessary to perform the Services or for other specifically-enumerated business purposes under the CCPA, as amended by the CPRA.

Your Right to Delete: California residents have the right to request that we delete any of the personal information collected from you and retained by us, subject to certain exceptions. We may ask you to provide certain information to identify yourself so that we may compare it with our records in order to verify your request. Once your request is verified and we have determined that we are required to delete the requested personal information in accordance with the CCPA, we will delete, and direct our third-party service provides to delete, your personal information from their records. Your request to delete personal information that we have collected may be denied if we conclude it is necessary for us to retain such personal information under one or more of the exceptions listed in the CCPA.

Your Right to Correct: Under the CCPA, as amended by the CPRA, California residents have the right to request that we correct any inaccurate personal information we maintain about you, taking into account the nature of the personal information and the purposes for which we are processing such personal information. We will use commercially reasonable efforts to correct such inaccurate personal information about you.

Non-Discrimination: You will not receive any discriminatory treatment by us for the exercise of your privacy rights conferred by the CCPA, as amended by the CPRA.

Verifying Your Request: Only you, or a person that you authorize to act on your behalf, may make a request related to your personal information. In the case of access and deletion, your request must be verifiable before we can fulfill such request. Verifying your request will require you to provide sufficient information for us to reasonably verify that you are the person about whom we collected personal information or a person authorized to act on your behalf. We will only use the personal information that you have provided in a verifiable request in order to verify your request. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority. Please note that we may charge a reasonable fee or refuse to act on a request if such request is excessive, repetitive or manifestly unfounded.

For Individuals Located in the European Economic Area (EEA), United Kingdom (UK) or Switzerland:

To exercise any of these rights, please contact us as outlined in the “Contact Us” section below.

10.DO WE HAVE CONTROL OVER ANY THIRD-PARTY LINKS?

In Short: No. We do not have the ability to control any information provided under third-party links.

We may provide links to other websites or resources provided by third parties. These links are provided for your convenience only. We have no control over the content of those websites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access of the third-party links on the Sites, you do so entirely at your own risk and subject to the terms and conditions of those websites.

11.DO WE MAKE UPDATES TO THIS POLICY?

In Short: Yes, we will update this policy as necessary to stay compliant with relevant laws.

We may update this privacy policy from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy policy, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this privacy policy frequently to be informed of how we are protecting your information.

12.HOW CAN YOU CONTACT US ABOUT THIS POLICY?

Thank you for using BPocket! This BPocket User Agreement (this "Agreement") is made and entered into by and between PingPong Global Solutions Inc. ("PingPong" or " We") and the user ("You") with regard to BPocket account and BPocket services, together with the PingPong T&C, governs the use of BPocket by you. This Agreement is a supplement to PingPong Services Terms and Conditions (" PingPong T&C") and it must be read together with PingPong T&C. Unless otherwise defined in this Agreement, all capitalized terms have the meanings given in the PingPong T&C.

WE MAY CHANGE THE TERMS OF THIS AGREEMENT, INCLUDING FEES AND FEATURES OF YOUR ACCOUNT, AT ANY TIME, WITH OR WITHOUT NOTICE TO YOU BY POSTING AN UPDATED AGREEMENT ON OUR WEBSITE AT https://b2b-cdn.pingpongx.com/b2b/protocol/BPocket-User-Agreement-legal.html UNLESS APPLICABLE LAW REQUIRES A DIFFERENT METHOD. YOUR CONTINUED USE OF YOUR BPOCKET AFTER THE EFFECTIVE DATE OF ANY CHANGE CONSTITUTES ACCEPTANCE OF ANY CHANGE MADE TO THIS AGREEMENT.

1.Important Information

1.1 BPocket services is a prepaid access account provided by PingPong Global Solutions Inc. that enables you to receive and hold funds, manage those funds, and make electronic payments and other payments. BPocket services is offered by PingPong as a licensed money transmitter in the United States, as applicable.

1.2 In order to use BPocket, you should read and comply this Agreement. Before accepting this Agreement, please carefully read it thoroughly. If you do not agree with any content of this Agreement, or if you cannot understand the terms, please contact PingPong customer service immediately.

1.3 By clicking checkbox on the webpage, it means that you have understood and agreed to accept this Agreement and all existing and subsequent rules, page displays, operation procedures, announcements or notices in connection with this Agreement.

1.4 By using BPocket and related services, you represent and warrant that your use is for commercial purposes only, and that you are not entering into the Agreement and will not use the BPocket services for personal, family or household purposes.

2.Use on BPocket

2.1 Opening a BPocket Account and Identity authentication. To the extent that we have not done so already, PingPong may be required to request and verify certain information from you prior to opening a BPocket Account for you.
You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity from time to time. The information we request may vary depending on the circumstances and may include name, address, a date of birth (for individuals), identification number such as a taxpayer identification number (“TIN”), social security number, ownership of your email address, phone number or financial instruments, a credit report from a credit reporting agency, your driver’s license or other identifying supporting documents as we deem appropriate.
By opening a BPocket Account and using the related services, you confirm that you are not subject to sanctions programs administered or enforced including but not limited by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

2.2 Adding Money to BPocket Account: You may add money to your BPocket via an inbound wire from your own bank account. Please be informed any wire fees charged by your bank for such transfers shall be borne by you. We may allow you to request that either the entirety or some portion of your PingPong Balance be settled to your BPocket in this manner. Your PingPong Balance may be settled to your BPocket at the same time as you initiate a payout request to an approved third party or at any other time.

2.3 Link or Unlink a Payment Method. PingPong may offer you the ability to use BPocket by linking or unlinking your U.S. debit card or bank account (“Linked Bank Account”) to your BPocket. Please keep your payment method information (e.g. debit card number and expiration date) accurate and current. When you use your Linked Bank Account as a payment method, you are allowing PingPong to initiate a transfer from your Linked Bank Account to the recipient. For these transactions, PingPong will make electronic transfers from your Linked Bank Account in the amount you specify. You authorize PingPong to try this transfer again if the initial transfer is rejected by your bank for any reason.

2.4 Availability of Funds in BPocket Account. Your funds are available for use when credited to your BPocket and shown to you as an available balance in your BPocket. Your balance could be reviewed at any time through the PingPong user dashboard. Funds settled from your PingPong Balance will generally be available after the request is processed. Funds from outside sources (such as your own bank account) will generally be available when good funds are credited to PingPong. When you add funds or have initiated an incoming transfer, the transaction will show as “pending” in your user dashboard until the funds are received and credited to your BPocket.

2.5 Nature of Funds in BPocket Account. Except as otherwise provided by applicable law, your money in BPocket does not constitute a demand deposit (checking) account, savings account, or other asset account. BPocket is a prepaid access account provided to you by PingPong as a licensed money transmitter. We will hold and transmit funds on your behalf in accordance with applicable law. Any funds associated with your BPocket represent an unsecured claim against us and is not insured by the Federal Deposit Insurance Corporation (FDIC). We combine money held on your behalf in with the money of other BPocket Product users and hold it in a custodial account or accounts we maintain with our banking partners, in our name, as agent for the benefit of BPocket users. We own any interest or other earnings on any funds held as permissible investments associated with these fund. However, the claim against us represented by this money is not secured by these investments and you do not have any ownership interest (either legal or beneficial) in these investments. These pooled amounts are held apart from our corporate funds, and we will neither use these amounts for our operating expenses or any other corporate purposes nor will we voluntarily make these amounts available to our creditors in the event of bankruptcy or insolvency.

2.6 Sending Money from Your BPocket Account. You may use available funds in your BPocket to:

(a) send money to another approved BPocket Account;

(b) withdraw money to a Linked Bank Account via an eligible debit card or directly, subject to the account being approved by PingPong; or

(c) send money to an approved third party payee’s bank account.

2.7 Limitation on Your BPocket. Your BPocket account and transaction activity is subject to review and monitoring. PingPong may, in its sole discretion, take account-level or transaction-level actions. We monitor for, among other things, activity that is potentially suspicious or illegal, as well as for compliance and risk management with this Agreement and applicable law. In connection with our review process, you may be required to provide us with additional information and/or documentation to verify your identity or for other purposes. PingPong may refuse to execute or may delay or hold transactions involving your BPocket (whether loads or disbursements) based on technical, security or compliance concerns we identify or experience, or if the information you provided is incomplete or incorrect. Except where prohibited by applicable law, we will provide you information about a delayed or refused transaction through your BPocket account on the user dashboard. We may also set limits on the amount and volume of transactions that can initiate involving your BPocket account. We will provide you with information regarding such limits through our website and/or your user dashboard. We also may impose such limits or restrictions for security reasons and in accordance with applicable law.

2.8 Closing BPocket Account. You may close your BPocket account and terminate your relationship with us at any time, but you will remain liable for all obligations related to your BPocket account even after your BPocket account is closed. When you close your BPocket account, we will cancel any scheduled or incomplete transactions. You must withdraw or send available balance from your BPocket account before closing it.
In certain cases, you may not close your BPocket account, including:

(1) to evade an investigation.

(2) if you have a pending transaction or an open dispute or claim.

(3) if your BPocket account has a negative balance.

(4) if your BPocket account is subject to a hold, limitation or reserve.

3.BPocket Services Fees

3.1 The services fees applicable to BPocket can be found on your dashboard and will be disclosed to you in advance each time you initiate a transaction in your BPocket. BPocket Service fees are not refundable. We reserve the right to modify these fees unilaterally from time to time without further notice.

3.2 You authorize us to deduct BPocket service fees for BPocket services directly from your BPocket Account. Please note that applicable fees for other PingPong services may be offset directly from your PingPong Balance as set forth in the PingPong T&C.

3.3 If the balance in your BPocket account becomes negative for any reason, that negative balance represents an amount that you owe to PingPong. PingPong may deduct these amounts from funds that are added to your BPocket account later, either by you or from payments you receive.
If you hold funds in a BPocket account in multiple currencies, and the balance for one of the currencies becomes negative for any reason, PingPong may set off the negative balance by using funds you maintain in a different currency. If you have a negative balance in non-U.S. dollars, PingPong will convert this negative balance to U.S. dollars. In either case, a currency conversion will be necessary, and PingPong’s transaction exchange rate (including our currency conversion spread) will be used.

4.Protection from Unauthorized Transactions

4.1 Scope of Unauthorized Transaction. An “Unauthorized Transaction” occurs when money is sent from your BPocket account that you did not authorize and that did not benefit you. For example, if someone steals your password, uses the password to access your BPocket account, and sends a payment from your BPocket account, an Unauthorized Transaction has occurred.

4.2 Exclusion of Unauthorized Transaction. The following are NOT considered as Unauthorized Transactions if you give someone access to your BPocket account (by giving them your login credentials information) and they use your BPocket account without your knowledge or permission. You are responsible for all the transactions made in this situation.

4.3 Reporting an Unauthorized Transaction. We generally cannot reverse Unauthorized Transaction that you initiate in your BPocket unless otherwise required by applicable law. Please note that you must notify us IMMEDIATELY if you believe there has been an unauthorized transaction made using your BPocket.

5.Safeguard

5.1 You must:

(a) only allow authorized users to access your BPocket and not any other person;

(b) regularly monitor your account to make sure no unauthorized transactions involving your BPocket have occurred;

(c) if you suspect that someone else knows your BPocket password; or details, or if you think your BPocket may be misused, stop using the BPocket and contact us immediately.

5.2 You must also comply with any additional security requirements we notify to you from time to time.

5.3 We may disclose any information we believe to be reasonable to law enforcement agencies if we suspect there has been any unauthorized use, misuse, illegality or fraud in connection with your BPocket.

6.Restricted Activities

In connection with your use of our websites, your BPocket account, BPocket services, or in the course of your interactions with PingPong, other PingPong customers, or third parties, you must not:

(1) Breach this Agreement or any other agreement you enter into with PingPong or its affiliates;

(2) Violate any law, statute, ordinance, rules or regulation;

(3) Infringe PingPong or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

(4) Act in a manner that is defamatory, trade libelous, threatening or harassing;

(5) Provide false, inaccurate or misleading information;

(6) Send or receive what we reasonably believe to be potentially fraudulent funds;

(7) Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;

(8) Attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both PingPong and the seller, bank or card issuer for the same transaction;

(9) control an account that is linked to another account that has engaged in any of these restricted activities;

(10) conduct your business or use the BPocket services in a manner that results in or may result in complaints, fees, fines, penalties or other liability or losses to PingPong, other PingPong customers, third parties or you;

(11) use your BPokcet account or the PingPong services in a manner that PingPong, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;

(12) take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the PingPong services) operated by us or on our behalf or PingPong services;

(13) provide yourself a cash advance from your credit card (or help others to do so);

(14) allow your BPocket account to have a negative balance;

(15) facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or PingPong services;

(16) use an anonymizing proxy, any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers;

(17) take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers; or

(18) use the BPocket services to test credit card behaviors.
If we believe that you’ve engaged in any of these restricted activities, we may take several actions to protect PingPong, its customers and others at any time in our sole discretion. The actions we may take include, but are not limited to, the following:

(1) terminate this agreement, limit your BPocket account, and/or close or suspend your BPocket account, immediately and without penalty to us;

(2) refuse to provide any PingPong services to you in the future;

(3) limit your access to our websites, software, systems (including any networks and servers used to provide any of the PingPong services) operated by us or on our behalf, your PingPong account or any of the PingPong services, including limiting your ability to add or send money with any of the payment methods linked to your BPocket account, restricting your ability to send money;

(4) hold the balance in your BPocket for up to 180 days if reasonably needed to protect against the risk of liability;

(5) update inaccurate information you provided us; or

(6) take legal action against you;

If we close your BPocket account or terminate your use of BPocket services for any reason, we’ll provide you with notice of our actions and make any unrestricted funds held in the balance of BPocket available for withdrawal.

7.Services Suspension and Termination

7.1 PingPong may suspend or terminate all or part of BPocket services from time to time.

7.2 You understand and agree that PingPong has the right to determine its business strategy at its sole discretion. In the event of a merger, acquisition, reconstruction or asset transfer, PingPong has the right to assign all or part of the assets related to BPocket to a third party; PingPong may also transfer all or part of the services under this Agreement to a third party, in accordance with applicable law, for operation and performance after notifying you unilaterally.

7.3 If you fail to pay the service fees in full and on time, PingPong is entitled to suspend or terminate BPocket services.

7.4 You agree that we are entitled to terminate this Agreement by providing a 7 working days’ prior notice to you unless there are exceptional circumstances, or regulatory circumstances (including but not limited to court or governmental orders) causing PingPong to take immediate action when, including but not limited to:

(a) we discover you have provided false, misleading, incomplete or inaccurate information or have otherwise acted dishonestly;

(b) you breach this Agreement or any other agreement you enter into with PingPong or its affiliates;

(c) your BPocket account has been compromised or for other security reasons;

(d) you are engaged in fraud, money laundering, terrorist financing or other illegal activities or we reasonably suspect the same;

(e) you use BPocket illegally or fraudulently in violation of applicable law or we reasonably suspect the same;

(f) we are required by law or the orders of competent authorities to do so;

(g) we suspect there is safety or security risk or other circumstances that PingPong deems inappropriate; or

(h) there are other grounds that PingPong considers it appropriate.

Together with a termination/suspension notice, we may also provide instructions on how to withdraw remaining funds in your BPocket, if it is not forbidden by applicable law.

8.Disclaimer of Warranty and Release

8.1 No warranty. BPocket services are provided “as-is” and without any representation or warranty, whether express, implied or statutory. PingPong specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
PingPong does not guarantee continuous, uninterrupted or secure access to any part of BPocket services, and operation of our websites, software, or systems (including any networks and servers used to provide any of the PingPong services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. PingPong will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances are processed in a timely manner but PingPong makes no representations or warranties regarding the amount of time needed to complete processing because BPocket services is dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.

8.2 Release of PingPong. If you have a dispute with any other BPocket account holder, you release PingPong from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

9.Indemnification and Limitation of Liability

9.1 You must indemnify PingPong for liabilities related to your BPocket account and your use of the BPocket services. You agree to defend, indemnify and hold PingPong, its affiliates, officers, agents, employees and counsels harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of the BPocket Services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your BPocket account or access our websites, or systems (including any networks and servers used to provide any of the PingPong services) operated by us or on our behalf, or any of the PingPong services on your behalf.

9.2 You are liable for all transfers of funds initiated from your BPocket made by you and any authorized users.
Without limiting any clause of the PingPong T&C, you will be liable for all unauthorized transactions where you have contributed to the loss by:

(a) breaching or compromising the security safeguard of your BPocket; or

(b) delaying the reporting of the loss, theft or misuse of your BPocket, in which case you will be liable for all losses until such time as you notify us of the loss, theft or misuse of your BPocket.

9.3 Our liability is limited with respect to your BPocket account and your use of BPocket services. In no event shall PingPong be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the BPocket services) operated by us or on our behalf, any of the BPocket services, or this Agreement (however arising, including negligence), unless and to the extent prohibited by law.

9.4 Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, PingPong is NOT liable, and you agree not to hold PingPong responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems operated by us or on our behalf, or any of the BPocket services; (2) viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf or any of the BPocket services or any website or service linked to our websites, software or any of BPocket services; (3) delays or disruptions in our websites, software, systems operated by us or on our behalf and any of the BPocket services; (4) bugs, errors, or inaccuracies of any kind in our websites, software, systems; (5) content, actions, or inactions of third parties; or (6) a suspension or other action taken with respect to your BPocket account.

10.Intellectual Property

"PingPong" and all logos related to the BPocket services are either trademarks or registered trademarks of PingPong, its affiliates or its licensors. You may not copy, imitate, modify or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of PingPong. You may not copy, imitate, modify or use them without our prior written consent. You may not alter, modify or change these logos in any way, use them in a manner that mischaracterizes PingPong or the BPocket services or display them in any manner that implies BPocket’s or PingPong’s sponsorship or endorsement. All right, title and interest in and to PingPong websites, any content thereon, the BPocket services, the technology related to the BPocket services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of PingPong, its affiliates and its licensors.

11.Agreement to Arbitrate

If we are unable to do so to your satisfaction, you may report to customer service directly.

ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERIENCE IN CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES.

The forum for arbitration shall be in the city closest to your residence having a federal district courthouse. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

This Agreement and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings.

Waiver of Right to Jury; Class Action Waiver. TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

12.Miscellaneous

12.1 Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. We may transfer or assign this Agreement or any right or obligation under this Agreement at any time.

12.2 Security interest. As security for the performance of your obligations under this Agreement, you grant to PingPong a lien on, and security interest in and to, funds held in your BPocket account.

12.3 No Waiver. Our failure to act with respect to a breach of any of your obligations under this Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.

12.4 Governing law. You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this Agreement, the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and PingPong regarding your use of the BPocket services.

12.5 State disclosures. In addition to reporting complaints against PingPong directly to PingPong as described above, if you are a California resident, you may report complaints to the California Department of Business Oversight by mail at Department of Business Oversight, Attn: Consumer Services, 1515 K Street, Suite 200, Sacramento, CA 95814 or online through its website at http://www.dbo.ca.gov/Consumers . The California Department of Business Oversight offers assistance with its complaint form by phone at 866-275-2677. If you are a California resident, you have a right to receive communications about your BPocket account and the BPocket services by email. To make such a request, send a letter to PingPong Global Solutions Inc., Attn: Legal Department, 1510 Fashion Island Boulevard, Suite 250, San Mateo, CA, USA and include your email address, and your request for that information by email.

Florida residents may contact the Florida Department of Financial Services in writing at 200 East Gaines Street, Tallahassee, Florida, 32399, or by telephone at 1-800-342-2762.

12.6 Services Provider Only. PingPong is only a payment service provider. We act as a payment service provider only. We do not:

• Act as an escrow agent with respect to any funds kept in your account;
• Unless otherwise expressly set out in this agreement, act as your agent or trustee;
• Enter into a partnership, joint venture, agency or employment relationship with you;
• Guarantee the identity of any buyer or seller;
• Determine if you are liable for any taxes; or
• Collect or pay any taxes that may arise from your use of our services.

12.7 Data Protection. If you receive information about another PingPong customer, you must keep the information confidential and only use it in connection with the BPocket services. You may not disclose or distribute any information about PingPong users to a third party or use the information for marketing purposes unless you receive that user’s express consent to do so. You may not send unsolicited emails to a PingPong customer or use the BPocket services to collect payments for sending, or assist in sending, unsolicited emails to third parties.

The privacy and data protection laws that may apply include any associated regulations, regulatory requirements and codes of practice applicable to the provision of the services described in this agreement. If you process personal data from Europe pursuant to this agreement, you must comply with the EU Directive 95/46/EC or the General Data Protection Regulation (EU) 2016/679 (GDPR).

In complying with such laws, you will:

• implement and maintain all appropriate security measures for the processing of personal data; and
• not knowingly do anything or permit anything to be done which might lead to a breach of any privacy data protection laws by PingPong.

Before accessing or using PingPong Services, please carefully read these terms and conditions. The PingPong Acquiring Service Terms and Conditions (this "Agreement") govern the availability and use of the acquiring services provided by PingPong ("we", "us", or "our"). When registering for a PingPong Checkout Account or using PingPong's acquiring services, you ("Customer", "Merchant", "you/your", "any authorized user") accept and agree to be bound by the terms and conditions of this Agreement. In particular, you agree to the specific jurisdictional provisions relating to the contracting entity and agree to comply with the Privacy Policy and Cookies Policy, as well as any other policies, guidelines, notices, and announcements we may notify you of from time to time, all of which form part of this Agreement.

This Agreement is written in English. We may translate these terms into other languages. If there is any conflict between the translated version and the English version, the English version shall prevail.

Although we will promptly notify you electronically of any material changes to these terms and conditions, it is your responsibility to review these terms and conditions periodically. At any time, you may view our current terms and conditions on our website. All modifications, supplements, and amendments shall become effective upon posting on our website. If you continue to use PingPong Services after we post any such revisions, supplements, or amendments, you agree to be deemed to have read and agreed to our terms and conditions, Privacy Policy, Cookie Policy, and any other policies, guidelines, notices, and announcements we may release from time to time. If you do not agree to such modifications, supplements, or amendments, your only choice is to immediately close your PingPong Checkout Account and cease using the Services.

When a Customer creates a PingPong Checkout Account, (a) affirmatively accepts this Agreement in written or electronic form, or (b) uses PingPong's acquiring services (whichever occurs first), this Agreement shall immediately become effective and legally binding (the "Effective Date"). Thereafter, this Agreement shall remain in effect until you close your PingPong Checkout Account and terminate your use of PingPong acquiring services. Your acceptance of this Agreement means you fully understand and accept these terms and conditions. If you do not understand any of these terms and conditions, please contact our company and/or seek independent external legal advice.

Table of Contents

1. Important Information

1.1 You acknowledge that your use of PingPong acquiring services is subject to mandatory provisions of applicable laws. You hereby declare that you are acting in a professional or commercial capacity, and not as a consumer, when entering into this Agreement and using PingPong Services. You are solely responsible for understanding and complying with the laws and regulations of your country of origin, including but not limited to those relating to regulated payment services: anti-money laundering and counter-terrorism financing requirements, consumer protection, information protection, anti-discrimination, gambling, false advertising, illegal sale or purchase or trading of any goods or services, and related import/export activities, tax or foreign exchange transactions, and licensing activities.

1.2 The obligations under this Agreement are conditional upon our acceptance of you as our Merchant. Our company has the unilateral right to decide whether to accept you as our Merchant.

1.3 PingPong Services do not include the functions or benefits of a bank account. PingPong is not a bank or a credit institution, and we will not pay you any interest on funds in your acquiring account.

1.4 If you breach this Agreement or any other agreement entered into with PingPong, or during inspections conducted to assess risks related to your transaction activities, we may close, suspend, or restrict your use of PingPong acquiring services at any time. We may also limit your funds in accordance with instructions from law enforcement or regulatory authorities.

1.5 If your account is no longer active, we may close your PingPong Checkout Account.

1.6 Protecting your privacy is important to us. Please read our Privacy Policy carefully to better understand our commitment to protecting your privacy and using and disclosing your information.

1.7 If there is any discrepancy or inconsistency between the terms of this Agreement and the terms of PingPong Services Terms and Conditions, the provisions of this Agreement shall prevail.

2. Definitions

In this Agreement, the following terms shall have the meanings set forth below:

(Terms used but not defined in this Agreement shall have the meanings assigned to them in the PingPong Services Terms and Conditions.)

(Terms used but not defined in this Agreement shall have the meanings assigned to them in the PingPong Services Terms and Conditions.)

3D Secure: A verification service used to enhance the security of online credit card payments, designed to ensure the security of online payments by payers.

Account/Checkout Account: The Merchant's online account through which the Merchant may register and continuously use PingPong acquiring services.

Acquiring: The business activity conducted by qualified payment institutions or banks, through payment equipment and systems such as POS terminals and gateways, to accept and route transactions involving bank cards, electronic wallets, QR codes, etc., for Merchants, and to conduct fund clearing with payment organizations.

Acquiring Bank/Acquirer: An institution authorized by a payment organization under the law, which accepts Merchant transactions on behalf of payment organizations, processes them through payment organizations or issuing banks, completes the collection and settlement of the funds involved, and ultimately pays the funds to the Merchant.

Agreement: The terms and conditions of PingPong Acquiring Service Terms and Conditions, attachments, and policies, guidelines, notices, and announcements we may notify you of from time to time, including the Privacy Policy and Cookie Policy.

AML/CTF (Anti-Money Laundering/Combating Terrorism Financing): All anti-money laundering/counter-terrorism financing laws and regulations applicable to PingPong, as well as sanctions imposed by any governmental authority (including but not limited to Hong Kong, the United States, the United Nations, and the European Union), including but not limited to the United Nations Sanctions Ordinance (Cap. 537 of the Laws of Hong Kong) and the United Nations (Anti-Terrorism Measures) Ordinance (Cap. 575 of the Laws of Hong Kong).

Anti-Corruption Law: Any laws, regulations, and rules relating to anti-corruption and anti-bribery, including but not limited to the Criminal Law of the People's Republic of China, the Hong Kong Banking Ordinance, the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act.

Applicable Law: All applicable laws, regulations, generally accepted practices, or guidelines applicable to the Merchant's use of acquiring services provided by PingPong, or to PingPong's provision of acquiring-related services, including but not limited to regulatory laws relating to payment services, anti-money laundering and counter-terrorism financing, consumer protection, information protection, anti-discrimination, anti-corruption, human trafficking, child labor and forced labor, gambling, false advertising, illegal sale or purchase or trading of any goods or services, and related import/export activities, tax or foreign exchange transactions.

Authorized Email: The email address used by the Merchant to receive notifications from PingPong, to agree with PingPong on and/or change fees and payment methods, etc. The Merchant undertakes that the Authorized Email has the authority to receive notifications on behalf of the Merchant, and to agree with PingPong on and/or change fees and/or payment methods, etc.

Merchant Authorized Emails include: (i) the email address provided by the Merchant in the Merchant Information Form; (ii) the email address provided on the PingPong acquiring Merchant management backend; and (iii) the email address authorized by the Merchant through other means.

PingPong Authorized Emails include: (i) the email address provided by PingPong on its acquiring website; and (ii) the email address authorized by PingPong through other means.

Card Network: International or regional payment card organizations including VISA, Mastercard, JCB, American Express, Diners Club, China UnionPay, etc.

Chargeback: A transaction that has been successfully refunded upon the request of the payer according to the relevant organization rules, resulting in the cancellation of a transaction for which payment has been made or should be made to the Merchant. If a transaction for which the Merchant has received settlement proceeds becomes subject to a chargeback, the Merchant shall immediately and unconditionally return such settlement proceeds to PingPong so that PingPong may return such funds to the payment organization or acquiring bank.

CNP Transaction: Card-not-present transaction.

Cookie Policy: The policy explaining how PingPong uses Cookies and similar tracking technologies on the PingPong website and services, including what types of Cookies are used, how information is collected and used, and how users can manage their Cookie preferences.

Designated Person: Individuals, countries, organizations, or other entities involved in sanctions measures published from time to time by the Office of Foreign Assets Control of the US Department of the Treasury, the European Union, the Financial Secretary of the Hong Kong SAR Government, the UK Treasury, the United Nations Security Council, or other applicable governmental or regulatory authorities.

Fees: The fees payable by the Merchant to PingPong for using PingPong acquiring services under this Agreement.

Merchant/You: The entity that accepts acquiring services provided by PingPong and enters into this Agreement.

Merchant Information: The information and documents provided by each Merchant through the PingPong website or other means agreed by PingPong.

Organization Rules: The rules and regulations formulated by payment organizations regarding the operation of payment methods.

Payment Method: The method available for payers to pay Merchants, including but not limited to credit or debit cards that payers may use to complete transactions, as well as online and offline bank transfers and direct debits provided by payment organizations.

Payment Organization: Including but not limited to card networks, issuing banks, other payment methods (such as Klarna or iDeal), or similar issuers or organizations that provide and/or regulate payment methods.

Payment Service Agreement: Any payment service agreement entered into between PingPong and an acquiring bank/payment organization and any changes or supplements thereto from time to time.

PCI DSS (Payment Card Industry Data Security Standard): The security standards for transmitting, processing, or storing card data/payment details as required by organization rules/issuer requirements (www.pcisecuritystandards.org).

Payer: The customer of the Merchant who makes payment through different payment methods.

Payer Data: Information of the payer, including credit card number, credit card verification code, expiration date, signature, etc.

Penalty: Any fines, additional service fees, or other additional payments required to be paid by the Merchant and/or PingPong by payment organizations and/or acquiring banks due to (including but not limited to) the Merchant's violation of payment organization rules or PingPong's violation of payment organization rules caused by the Merchant, or due to the Merchant's fraud transaction volume/fraud rate or chargeback volume/chargeback rate exceeding the permitted range.

PingPong: The entity within the PingPong group that contracts with the Merchant and/or its affiliates.

PingPong Website: https://checkout.pingpongx.com.

Privacy Policy: The policy explaining how PingPong collects, uses, stores, shares, and protects personal information and data from Merchants, payers, and other service users, including information about data subject rights and PingPong's compliance with applicable data protection laws and regulations.

Products/Services: The products sold and/or services provided by the Merchant/sub-Merchants to payers.

Refund: The return of all or part of a specific transaction amount to the payer upon the active request of the payer or the Merchant.

Retrieval Request: In cases involving suspicious transactions, high-risk transactions, fraud, non-compliance, or other abnormal or disputed transactions, payment organizations, acquiring banks, or other authorized regulatory authorities may request additional information and conduct audits or investigations of transactions.

Security Deposit: An amount set by PingPong at its discretion from time to time as security for refunds, penalties, fees, and other amounts payable by the Merchant to PingPong, which may consist of: (1) amounts withheld by PingPong from funds to be settled to the Merchant; and/or (2) amounts paid separately by the Merchant to PingPong upon PingPong's request.

Restricted List: The list of restricted services and products posted on the PingPong website, which PingPong may change or adjust at any time.

Services: The services provided by PingPong to the Merchant.

Settlement: The payment by PingPong to the Merchant of settlement funds for effectively processed Merchant transactions received from acquiring banks or payment organizations, after deducting refunds, chargebacks, transaction fees, and other fees.

Sub-Merchant: A sub-Merchant of the Merchant that sells products/services on the platform provided by the Merchant.

Transaction: The act of payment initiated by the payer, submitted by the Merchant to PingPong, whereby the payer pays the Merchant.

Transaction Data: Information obtained from transactions.

3. Contracting Parties, Governing Law, and Communication

3.1 Registration and "Know Your Customer" Information

Depending on the Merchant's place of registration as submitted on the PingPong website, PingPong's contracting entity with you and the applicable governing law shall be adjusted accordingly, as follows:

3.2 You may contact our customer service at any time, for example by sending a message through https://checkout.pingpongx.com, or by calling 400-996-9666 (within China) or (+86) 0571-8972-2222.

3.3 You acknowledge and confirm that PingPong may push notifications and related service information to you through the following methods: posting notices on the PingPong website (including but not limited to notification information received when you log into your PingPong account), sending emails to your Authorized Email, sending mail to the address associated with your PingPong account, calling your telephone, or pushing SMS messages to you. You must be able to access the network and have an email account to receive communications and information related to PingPong Services. You further confirm that such notification shall be deemed received when posted on the PingPong website or sent by mail. You may request a copy of any information required to be disclosed by law (including this Agreement), and we will provide it to you in a format that you can store and copy (for example, email).

4. Merchant Details

4.1 Registration and KYC

To ensure PingPong complies with relevant anti-terrorism, financial services, and other applicable laws and regulations, as well as the "Know Your Customer" (KYC) requirements established by card networks and acquiring banks, you have provided specific information about yourself, your activities, and your shareholders, as detailed in the Merchant Application Information Form or similar documents provided on the PingPong website service page.

You hereby unconditionally warrant that all information you provide to PingPong upon request is correct and up-to-date. If any of the information you provide changes, you shall notify PingPong in writing at least three (3) business days in advance. You shall first provide supplementary information and supporting documents relating to your identity upon PingPong's request, and provide supplementary information and supporting documents relating to your shareholders and activities upon PingPong's reasonable request, to ensure compliance with applicable laws and regulations and the "Know Your Customer" requirements established by card networks and acquiring banks. You agree that PingPong may contact and consult relevant registration authorities and government departments to conduct further investigations into your identity, credit status, and background.

You agree that the services and related payment methods provided by PingPong under this Agreement may only be used for payment matters relating to the goods/services you sell. You shall not use this service to provide payment support for goods/services sold by third parties, nor shall you use this service to assist third parties in paying for their goods/services, or resell or authorize this service to third parties. For the avoidance of doubt, you may enter into separate agreements with sub-Merchants so that sub-Merchants may sell their goods or services on the platform you provide. However, you agree that this Agreement shall not create any obligations between PingPong and any sub-Merchant.

You hereby authorize PingPong to provide the information received from you to relevant payment organizations and acquiring banks so that payment organizations and acquiring banks may grant you access to their payment methods.

4.2 Approved Products and Services

You wish to obtain services from PingPong relating to the payment for your products and services. At the same time, you agree that PingPong only agrees to provide this service for specific products and services. If you wish to make any changes to your products and services, you shall obtain PingPong's prior written approval; without PingPong's prior approval, you shall not submit payment applications for new products and services.

If you use this service in violation of the laws of the relevant country, and/or such circumstances fall within those listed in the "PingPong Restricted Services and Products List" ("Restricted List"), you shall be prohibited from using the service. PingPong may update the above list at any time as necessary to ensure compliance with laws, compliance with organization rules, and/or reduction of potential risk exposure for fraudulent transactions, without providing any prior notice to you regarding such updates. PingPong will display the latest Restricted List on the PingPong website, which shall form part of this Agreement.

4.3 Settlement and Fee Details

PingPong will settle with you according to the settlement cycle confirmed by you through your Authorized Email and/or the PingPong acquiring Merchant management backend, and charge relevant fees according to the content confirmed through your Authorized Email and/or the PingPong acquiring Merchant management backend.

Your transaction settlement account is the bank settlement account you submitted when applying for this service. If there is any change to the bank settlement account information, you shall notify PingPong in writing ten (10) business days prior to the change and provide relevant materials. If transaction funds cannot be settled to your submitted account on time due to your reasons, PingPong shall not be liable.

5. Services

5.1 Services

PingPong agrees to provide you with legal and secure payment services in accordance with the terms of this Agreement. In addition, you should refer to the relevant manuals provided on the PingPong website to obtain other technical and procedural information.

5.2 PCI DSS Compliance

5.2.1 Payment Interface

As part of PingPong Services, you may use PingPong's payment interface within your platform or system for the following operations:

Payment processing (transmitting transaction information to and from relevant payment organizations or acquiring banks on your behalf);

Acquiring through PingPong (for some payment methods, you may need to enter into a direct acquiring agreement with the relevant payment organization or acquiring bank regarding the use of the payment method);

Reconciliation reports (only applicable when the payment method is acquired and settled through PingPong);

Using standard anti-fraud control tools in your account;

Accessing the backend through your account to use all available reporting options.

For card-not-present ("CNP") transactions processed by PingPong, you shall use PingPong's hosted payment page and/or call PingPong's provided API interface to submit payment details.

5.2.2 PCI DSS Compliance

As part of the services provided to you, PingPong will process payer data on your behalf and be responsible for data security from the time PingPong receives the relevant payer data through the relevant payment interface until PingPong ceases to store, process, and transmit such payer data.

You shall ensure that you always comply with the relevant PCI DSS requirements imposed by payment organizations for your processing of payer data and use of relevant payment interfaces. In complying with PCI DSS, you shall bear all costs and expenses for: (1) conducting or commissioning necessary PCI DSS certification audits; (2) obtaining PCI DSS compliance certification before storing, processing, or transmitting payer data; and (3) taking all necessary measures to ensure you always comply with PCI DSS during the term of this Agreement and after this Agreement expires, provided you continue to store, process, or transmit such payer data. In complying with PCI DSS, you shall always pay attention to changes in PCI DSS (or applicable standards) and implement such changes as needed to ensure payment card industry compliance.

PingPong has the right to verify from time to time whether you have properly complied with the above requirements in accordance with organization rules (for example, by requiring you to complete self-assessment questionnaires designated by payment organizations). If you fail to comply with the above requirements, PingPong has the right to terminate this Agreement or related payment methods in accordance with applicable organization rules until the relevant requirements are met.

5.3 Payment Methods

The payment methods supported by PingPong are provided on the PingPong website, and you have agreed to them. The website may be changed by PingPong at any time at its discretion. Support for each payment method requires authorization from the relevant payment organization, and payment organizations may refuse to grant or revoke such authorization at any time at their discretion. Some payment organizations or acquiring banks may require you to enter into agreements directly with them before using the relevant payment method. You may request activation of specific payment methods for your account through the PingPong service desk or your account manager. For each payment method, you may configure its usage settings through your account, and may temporarily or permanently stop offering such payment methods to payers.

You confirm and agree to pay attention to and comply with relevant organization rules, and payment organizations may change organization rules at any time at their discretion. You confirm that PingPong has no influence over organization rules and the policies of acquiring banks and payment organizations and does not exercise any control over them; however, PingPong will take all reasonable measures to assist you in being accepted by relevant payment organizations and acquiring banks.

If payment methods are changed, both parties may confirm the changed payment methods and the fees after the change through Authorized Emails or the PingPong acquiring Merchant management platform.

6. Fees and Charges

6.1 General Provisions

You agree to pay fees to PingPong in accordance with the provisions published on the PingPong website service page and/or confirmed by both parties' Authorized Emails, and to pay PingPong all relevant taxes and costs incurred by your bank account. If at any time you notify PingPong in writing that you wish PingPong to provide you with any supplementary services, you shall pay PingPong according to the fees and rates applicable to such supplementary services.

6.2 Fee Changes

The fees involved in this Agreement shall be listed on the PingPong acquiring Merchant management platform service page and/or confirmed by both parties' Authorized Emails. PingPong has the right to change fees and make them effective upon fifteen (15) days' prior notice. If fee changes are involved, PingPong will notify you through Authorized Emails or service page reminders.

6.3 Other Amounts Payable

You shall also, immediately upon becoming aware of any of the following circumstances (no later than five (5) business days after any of the following circumstances occur), pay to PingPong all amounts payable in accordance with this Agreement, including:

6.3.1 Any refund amounts that have occurred (except those PingPong has already deducted from amounts payable to you);

6.3.2 Any amounts overpaid by PingPong for any reason;

6.3.3 All amounts paid by PingPong for invalid transaction data;

6.3.4 Amounts required to be borne by PingPong by acquiring banks or payment organizations due to overpayment for transaction data or for other reasons;

6.3.5 All chargeback amounts; specifically, if a transaction is subject to a chargeback and such chargeback involves settlement proceeds you have already received, you shall unconditionally and immediately return the settled proceeds to PingPong so that PingPong may return such funds to the payment organization or acquiring bank;

6.3.6 Any penalties or economic losses arising from your breach of any provision of this Agreement, including but not limited to fines imposed by regulatory authorities, acquiring banks, payment organizations, and/or payment methods on PingPong, as well as losses suffered by PingPong due to your breach of any provision of this Agreement resulting in PingPong's failure to fulfill its obligations;

6.3.7 Except as provided in Section 6.2, PingPong has the right to change fees when the following circumstances occur, and the corresponding fee changes may be retroactive to transactions before the change: (1) if acquiring banks or payment organizations change fees; (2) if PingPong's costs increase for other reasons caused by acquiring banks or payment organizations; or (3) if PingPong's costs increase for other reasons.

6.4 Fee and Charge Deduction

For fees, charges, and other amounts payable by you or on your behalf by PingPong, PingPong has the right to deduct from your account, deduct from amounts pending settlement, or issue invoices to you.

Except for security deposit fees, all other fees charged by PingPong are non-refundable.

6.5 Taxes

Unless otherwise provided in this Agreement, all fees and other payment amounts you are required to pay under this Agreement do not include goods and services tax, or the amount of any other related taxes (if any).

7. Security Deposit

You agree that PingPong has the right to retain a security deposit to pay for potential refunds, chargebacks, penalties, products/services that have been paid for but not yet fully delivered, other amounts you should pay to PingPong, and potential obligations you may have to PingPong, other secured parties under this Agreement, and payment organizations.

PingPong has the right to set or adjust the amount of the security deposit at its reasonable discretion. If PingPong sets or adjusts the security deposit amount, you may not use that portion of funds, and PingPong has no obligation to pay you such funds until they are liquidated according to its policies. If your account is subject to security deposit restrictions, PingPong will notify you in advance in writing (through Authorized Emails, service website announcements, or other addresses provided by the Merchant to PingPong), specifying the relevant terms or any subsequent changes, which may include requirements at PingPong's discretion, and has the right to retain a specific percentage (or specific amount) of amounts collected in your account within a specified period (as determined by PingPong), or other amounts PingPong deems necessary to prevent and protect against risks related to your account.

You agree to the security deposit terms on the PingPong website service page.

8. Merchant Responsibilities and Obligations

To provide the services under this Agreement, you acknowledge that PingPong may enter into payment service agreements with third-party acquiring banks to assist PingPong in providing services to you; at the same time, you agree to provide assistance and/or information to PingPong as required by PingPong so that PingPong may comply with its obligations under the payment agency agreement.

You hereby represent, warrant, and undertake to PingPong:

8.1 You shall not apply for payment for any illegal transactions that you know or should know are illegal.

8.2 Your actions shall not interfere with or hinder PingPong's entry into payment service agreements, exercise of its rights under any payment service agreement, or performance of its obligations under any payment service agreement.

8.3 You shall cooperate with PingPong and acquiring banks to address any violations or potential violations of relevant security requirements arising from the possession of confidential data.

8.4 You shall comply with PCI DSS during the term of this Agreement and ensure that acquiring banks and PingPong may audit your systems and compliance with this Agreement from time to time.

8.5 You shall comply with all organization rules (to the extent relevant to you), all applicable laws, and other standards mentioned in the payment service agreement (and any amendments thereto from time to time).

8.6 You shall only submit relevant transactions to PingPong for products/services you provide to payers.

8.7 You shall ensure that you identify yourself to payers at all points of interaction so that payers can distinguish you from any other third parties (for example, suppliers providing you with products or services), and you shall ensure that your platform or system:

8.7.1 Clearly displays your name;

8.7.2 Ensures that the name listed on the platform or system is the name of you and the cardholder as stated in the declaration;

8.7.3 Displays your name and information in accordance with the level of clarity of any other information listed on the platform or system as required by organization rules (except for product or service images).

8.8 You shall not:

8.8.1 Conduct any transactions other than genuine purchases of products/services you supply;

8.8.2 Accept transactions relating to products and/or services outside your business scope without prior written approval from the acquiring bank or PingPong;

8.8.3 Accept transactions or provide transaction data for processing where such transactions or data processing are not conducted directly between you and the payer;

8.8.4 Accept or process transactions to provide cash to payers without prior written consent from the acquiring bank/PingPong;

8.8.5 Return transaction funds to payment methods not used for such transactions, and under no circumstances shall you accept any funds provided by payers for refund processing to payer accounts.

8.9 Except to indicate acceptance of the relevant payment method, you shall not use payment organization marks for any other purpose; at the same time, without prior written approval from the acquiring bank, you shall not use any other materials related to payment organizations or acquiring banks. In particular, you shall display appropriate guidance signs at relevant points of sale (including online, multimedia platforms, and payment gateways) to inform payers of the payment methods available for payment.

8.10 You shall grant PingPong, payment organizations, and acquiring banks an irrevocable license to use data you collect relating to sub-Merchants (if any).

8.11 Upon PingPong's request, you shall immediately provide relevant information to PingPong so that PingPong may comply with its obligations under the payment service agreement, including but not limited to information and documents reasonably required by the acquiring bank to satisfy its requirements for conducting Designated Person searches on you.

8.12 After becoming a Designated Person, you shall immediately inform PingPong and cease using PingPong Services.

8.13 After discovering that you have materially breached any provisions of this Agreement, you shall immediately notify PingPong.

8.14 You shall obtain authorization for each transaction from the authorization center designated by the relevant acquiring bank before or at the time of accepting each transaction, in accordance with the procedures agreed in the payment service agreement or as otherwise instructed by the acquiring bank to PingPong. If transaction authorization is successfully obtained, you shall (where applicable) record the code assigned to such authorization in the transaction records. For transactions that fail to obtain authorization immediately, you shall immediately contact PingPong to cancel the transaction. If the authorization center refuses to grant transaction authorization, the relevant transaction shall not be conducted, and you shall not seek authorization for different amounts for the same transaction on behalf of the same payer.

8.15 If the relevant products/services require shipment, you shall verify the shipping address to ensure goods are shipped to the correct address. You shall inform payers of the time required for shipping, and if you are unable to provide the shipped goods within the notification period for any reason, you shall notify payers of this situation.

8.16 You may only accept transactions in currencies permitted by PingPong, and shall not conduct transactions using dynamic currency conversion without PingPong's consent.

8.17 If the price you display to payers does not apply to all payment methods they accept, you must, before accepting the transaction, issue a statement clearly explaining any payment methods that do not apply to the displayed price and the price differences, which may be in amounts or percentages.

8.18 You have provided products/services related to transaction data at the amounts specified.

8.19 You have conducted all transactions in good faith and are not aware of any disputes regarding the validity of transactions or matters that may affect the validity of transactions.

8.20 For recurring transactions, you shall obtain a prior written request from the relevant payer requesting periodic payments to you for the relevant products/services. Such request must be dated and signed by the relevant payer, and specify the amount to be charged to such payer and the frequency of charging, as well as the time range during which such amounts may be charged. In addition, you shall immediately terminate recurring transactions upon receiving notice of: (1) cancellation notice from the payer; (2) notice from the acquiring bank or PingPong that the acquiring bank or PingPong will no longer process recurring transactions related to the relevant payment method; or (3) notice that the relevant payment method is no longer accepted.

8.21 Unless otherwise agreed in writing by PingPong or the acquiring bank, you shall not accept any transactions accompanied by security deposits, partial payments, or future delivery of products/services.

8.22 You shall take all measures to resolve transaction-related disputes with payers.

8.23 You shall keep all transaction records and related documents in a secure location.

8.24 If there is a material change to your business that affects its operations, you shall immediately notify PingPong upon discovering such material changes, including but not limited to: (1) any insolvency events (or impending insolvency events); (2) changes that have occurred or are about to occur to your control; (3) changes that have occurred or are about to occur to your trading terms, directors, other officers, trade name or business name, legal status, business or trading address, or any other details you have provided to PingPong; and (4) the actual or impending sale or disposal of all or any of your major assets that will cause a material adverse change to your business.

8.25 To reduce the adverse consequences of transaction fraud, chargebacks, etc. that you may encounter, PingPong has the right at any time to require you to activate chargeback alert services based on the comprehensive risk level of your historical transactions. You shall not refuse without reason and shall cooperate in activation.

8.26 Card Network Special Terms:

8.26.1 You shall not challenge the ownership of payment organization marks for any reason.

8.26.2 You undertake that for any transactions you conduct, there are no other transactions for the same products/services that exist or are intended to be conducted.

8.26.3 You shall not split one transaction into two or more transactions.

8.26.4 You shall not set any minimum or maximum transaction amounts.

8.26.5 You shall not discriminate against any payment method in any way.

8.26.6 You shall not submit any transactions that are already under dispute.

8.26.7 You shall not violate payment organization rules by requiring cardholders to provide card information.

8.26.8 Except as otherwise provided by laws and regulations or payment organizations, you shall not add additional fees to transactions.

8.26.9 Except as otherwise provided by laws and regulations, you shall not separately charge taxes on transactions.

8.26.10 You shall be responsible for the actions of your employees.

8.26.11 If you use or intend to use third-party service providers, you shall: (1) inform PingPong of the list of service providers you use or intend to use; (2) ensure that third-party service providers comply with relevant PCI DSS requirements imposed by payment organizations for processing payer data and using relevant payment interfaces; (3) if their service providers may have access to cardholder information, you shall promptly inform PingPong in writing; (4) for transactions processed through third-party service providers, PingPong is only responsible to you; (5) for any problems or failures caused by third-party service providers, you shall be responsible, and PingPong, payment methods, and payment organizations shall not be liable.

8.26.12 All costs arising from card network arbitration shall be borne by you.

8.27 You shall properly safeguard PingPong and PingPong Checkout account passwords, SMS verification codes, encrypted private keys, digital certificates, and other information materials, and manage authorized users properly. Your PingPong and PingPong Checkout account passwords, SMS verification codes, digital certificates, and other information materials are the only identifiers used by PingPong to identify you or authorized users and instructions. Any payment instructions sent to the PingPong system using the aforementioned information materials shall be deemed your actions and constitute your irrevocable instructions. PingPong may execute such instructions without verifying other information, and PingPong shall not be liable for any actions taken in accordance with such instructions or their results; losses and legal liabilities arising from your improper safeguarding, use, or maintenance of the aforementioned information materials shall be borne by you.

Please do not store PingPong and PingPong Checkout account passwords, SMS verification codes, encrypted private keys, digital certificates, and other information materials and passwords in browsers, or use browser's built-in password auto-fill function, to avoid the risk of account and password leakage.

8.28 If you use PingPong-provided hardware devices or terminals in the course of using PingPong acquiring services, you shall use the hardware devices properly in accordance with reasonable principles. Among these:

8.28.1 Devices shall be placed at locations corresponding to your registration address.

8.28.2 One device is only permitted for use by one Merchant.

8.28.3 If you lease devices from PingPong, the warranty period for such devices shall be consistent with your lease term.

8.28.4 During the lease period, if devices are damaged, you shall inform PingPong of the damage details within two (2) days of the damage occurring; if PingPong confirms that the device damage is caused by manufacturing defects in the device itself or software damage, PingPong will provide you with device repair or replacement. Prerequisites for warranty coverage include but are not limited to:

8.28.4.1 The serial number on the device you submit is clearly readable.

8.28.4.2 The device you submit must be complete (including packaging box, charging cable, protective film box, and charging adapter).

8.28.4.3 After PingPong's inspection, it is confirmed that the device damage is not related to your fault.

8.28.4.4 You bear the transportation costs incurred during the device lease and warranty period.

8.28.5 If device damage is caused by force majeure or your improper use, PingPong shall not be responsible for warranty. You confirm and accept that PingPong's inspection results regarding the cause of device damage shall be final.

8.28.6 PingPong will provide devices according to the quantity required in emails or purchase orders as agreed with you or separately agreed, and may adjust at its discretion based on PingPong's inventory availability.

8.28.7 If PingPong suffers losses due to your careless loss of devices or damage to devices, you shall compensate PingPong for its losses, including bearing the costs PingPong needs to pay to third parties.

8.29 Except as explicitly agreed in this Agreement, if you breach the representations, warranties, undertakings, and other related agreements under this Agreement, PingPong has the right to suspend or terminate the provision of services under this Agreement based on your breach circumstances, and you shall compensate PingPong for all economic losses arising therefrom.

9. Merchant Acknowledgments

You agree and acknowledge:

9.1 PingPong has the right to refuse any transactions that violate laws.

9.2 Payment organizations may prohibit your use of their marks at any time, immediately, and without any prior notice, for any reason.

9.3 Payment organizations have the right to enforce any provisions of their organization rules and prohibit you and/or PingPong from participating in any actions that payment organizations believe may harm or pose risk of harm to payment organizations.

9.4 If acquiring banks require PingPong to provide any information relating to you (whether confidential or not) so that acquiring banks may comply with their obligations under the payment agency agreement, you shall provide such information to PingPong within seven (7) days of receiving the request, and agree that PingPong may provide such information to acquiring banks.

9.5 If PingPong or you breach the payment service agreement due to your breach of obligations under this Agreement, acquiring banks have the right to retain or withhold any amounts due and payable by PingPong or you.

9.6 PingPong may, within the scope it or acquiring banks deem necessary or appropriate, require changes to your website to ensure you always comply with applicable organization rules.

9.7 If there is inconsistency between the terms of this Agreement and the terms of organization rules, the provisions of organization rules shall prevail.

9.8 Payment organizations are the sole and exclusive owners of organization marks.

9.9 Upon the request of acquiring banks, PingPong may from time to time require you to make supplementary representations, warranties, undertakings, and/or confirmations, in which case PingPong will require you to enter into an amended agreement within ninety (90) days.

9.10 Unless otherwise approved by the relevant payment organization, if you exceed the maximum payment transaction amounts set by the relevant payment organization from time to time, you shall enter into a direct contractual relationship with payment organization members. If PingPong anticipates that the maximum amounts will be exceeded, may be exceeded, or may have been exceeded, PingPong has the right to:

9.10.1 Stop processing any transactions for you; and/or

9.10.2 Immediately terminate this Agreement.

9.11 You understand that you shall bear all risks related to all transactions yourself. If you wish to use two or more URLs to accept transactions, you shall apply to PingPong for each URL you plan to use, and may only use them after PingPong's approval. Under this Agreement, without PingPong's prior consent, you shall not use multiple URLs to accept transactions, register multiple URLs under this Agreement, or use any other URLs to accept transactions. If you violate this provision, PingPong has the right to immediately terminate service provision and/or refuse to settle some or all amounts. The consequences arising from your violation of this provision shall be borne by you, including but not limited to payment organization fines and losses caused to PingPong.

9.12 You understand and agree that PingPong has the right to set different service paths and charging models based on your website building paths. You undertake not to apply the service paths and technical integration methods set for websites built through the Shopify platform to websites not built through the Shopify platform, and vice versa. If you violate the above undertaking, PingPong has the right to refuse to provide services and require you to bear any losses caused to PingPong due to improper application of service paths.

9.13 You confirm that PingPong has the right to publish and update relevant organization rules on the PingPong website from time to time. Your signing of this Agreement constitutes your agreement to accept the organization rules of relevant payment methods that have been or may be published on the PingPong website.

9.14 You confirm that if you have multiple business collaborations with PingPong, and your balance with PingPong under a single or several businesses is negative, PingPong is allowed to transfer or offset from your balances under your other businesses. For example, if your balance under PingPong acquiring services is negative USD 5,000, and your balance under cross-border payment services is USD 10,000, you allow PingPong to transfer or offset USD 5,000 from that USD 10,000 to the acquiring business.

10. Termination of Agreement

10.1 PingPong has the right to terminate this Agreement upon thirty (30) days' prior written notice to you.

10.2 If any of the following circumstances occur, PingPong has the right to terminate this Agreement immediately after issuing written notice:

10.2.1 Any acquiring bank or payment organization requests PingPong to terminate this Agreement.

10.2.2 Any acquiring bank or payment organization terminates the payment service agreement with PingPong used to support your transactions.

10.2.3 According to the determination of PingPong, acquiring banks, or any payment organization, the activities of you and/or your sub-Merchants (if any) involve fraud, misconduct, or violation of organization rules.

10.2.4 Any acquiring bank or payment organization determines that the proportion, quantity, or amount of fraudulent transactions submitted by you, or the number of chargebacks or refunds related to you or any sub-Merchant's business, exceeds acceptable limits.

10.2.5 You submit any transactions for processing on behalf of any third party other than as agreed by both parties under this Agreement.

10.2.6 During the term of this Agreement, without the prior written consent of acquiring banks and PingPong, you make material changes to your website content, or change your business or business model, or any of your parent companies undergoes a direct or indirect change of control.

10.2.7 You fail to submit any transactions for six (6) consecutive months, or your account records no activity.

10.2.8 You become a Designated Person.

10.2.9 You engage in any actions that may cause losses (including reputational damage) to payment organizations or their payment systems.

10.3 This Agreement shall automatically terminate upon the occurrence of any of the following circumstances:

10.3.1 Payment organizations or acquiring banks cancel PingPong's registration as a payment service provider; or

10.3.2 Acquiring banks no longer enjoy payment organization membership for any reason; or

10.3.3 Acquiring banks fail to obtain valid licenses from any payment organization to use any payment organization marks you accept.

10.4 Upon termination of this Agreement, you shall pay all fees that have become due or arise on the termination date, and other amounts payable to PingPong. For the avoidance of doubt, the expiration or termination of this Agreement shall not affect the rights, claims, and remedies PingPong has acquired or should acquire. In addition, the rights and obligations under provisions that should continue to be effective by their nature shall continue to be effective.

11. Anti-Money Laundering ("AML") and Counter-Terrorism Financing ("CTF")

11.1 Due to anti-money laundering, counter-terrorism, financing, or other requirements applicable in relevant jurisdictions, before you enter into any transaction or before PingPong provides you with any services, PingPong or any of its agents may require specific identity information or other relevant documents. You hereby acknowledge that PingPong may make such requests to you, and shall immediately provide PingPong with all information reasonably requested by PingPong upon PingPong's request so that PingPong may conduct customer due diligence procedures and AML/CTF checks. You hereby agree and acknowledge that PingPong shall not be liable for any losses you suffer due to your failure or delay in providing the above information or documents, or due to your provision of any inaccurate information. You hereby declare and warrant that all information you provide to PingPong (including information provided during customer admission procedures and subsequent reviews) is complete, true, and accurate, and you undertake that if any of the above information changes, you will immediately notify PingPong. PingPong has the right to require you to provide supplementary identity information or any other documents at its discretion in accordance with applicable "KYC" requirements, AML/CTF laws, and regulations. If you are sanctioned under AML/CTF regulations, you undertake to immediately notify PingPong.

12. Settlement and Refunds

12.1 PingPong shall settle with you for transaction funds that should be paid to you that PingPong has received from acquiring banks and/or payment organizations in accordance with this Agreement and/or as determined by both parties' Authorized Emails and/or set on the PingPong acquiring Merchant management platform, but PingPong has the right to deduct relevant fees due and payable to PingPong in accordance with this Agreement and/or as determined by both parties' Authorized Emails and/or set on the PingPong acquiring Merchant management platform. Additionally, to ensure your performance of payment obligations under this Agreement, security deposits shall be settled to you in accordance with the settlement cycle set in this Agreement and/or as determined by both parties' Authorized Emails and/or set on the PingPong acquiring Merchant management platform.

12.2 You shall verify the correctness and completeness of each settlement amount within a reasonable time frame. If you have any objections to the amounts PingPong settles to your designated account, you shall raise objections in writing within seven (7) business days of receiving the settlement amounts; otherwise, such settlement amounts shall be deemed correct and accurate, and you shall not thereafter raise any objections regarding such settlement amounts.

12.3 If you have a large number of customer disputes, regulatory investigation matters, transaction risk events, abnormal transaction volumes, violations of applicable laws or organization rules, agreement expiration or early termination, or other outstanding matters, PingPong has the right to take one or more of the following measures based on risk levels:

12.3.1 Postpone settlement;

12.3.2 Adjust settlement cycle;

12.3.3 Adjust security deposit amount and/or security deposit retention period.

12.4 If you experience out-of-stock situations, inability to ship goods, inability to provide services, your customers canceling transactions, or other situations requiring refund processing:

12.4.1 PingPong has the right to require you to submit any written documents required by PingPong to process refund requests within the time specified by PingPong.

12.4.2 If you request a refund, PingPong will process the refund from funds in transit or funds pending settlement. If funds in transit or funds pending settlement are insufficient to complete the full refund, you shall transfer the remaining refund balance to PingPong's bank account via bank transfer. If you fail to transfer the remaining balance, PingPong has the right to reject the refund request and not be liable for the refund, and you shall bear full compensation responsibility for all losses caused to PingPong thereby.

12.5 Upon PingPong's request, if a transaction involves a refund application, has high fraud risk, or is suspected of fraudulent behavior, you shall provide PingPong with the information required by PingPong in the manner decided by PingPong for transaction assessment. If, based on PingPong's independent judgment, there is no conclusive evidence that the transaction does not fall under the above circumstances, PingPong reserves the right to directly process such transaction as a refund.

12.6 To prevent fraudulent transactions, reversed transactions, and the use of other improper payment methods, you shall not conduct offline refunds (for example, transferring funds to other accounts of payers or paying cash, etc.). Refund funds must be returned to the payment method used by the payer to pay for the relevant products/services through the original channel.

12.7 If any of the following circumstances occur, PingPong or acquiring banks have the right to proactively refund or delay settlement at their discretion without prior notice to you:

12.7.1 When PingPong or acquiring banks conduct risk anti-fraud detection on your transaction orders and determine the transactions are suspicious.

12.7.2 When, upon PingPong or acquiring banks' determination, your transactions involve fraud, counterfeit goods, inability to ship on time, or non-shipment, and after PingPong notifies you to process refunds, you refuse to refund or fail to proactively refund within the time specified by PingPong.

12.7.3 When PingPong or acquiring banks determine that your transaction chargeback rate or fraud rate exceeds the acceptable risk range of PingPong or acquiring banks (such risk range being determined by PingPong or acquiring banks).

12.7.4 When PingPong or acquiring banks determine based on their professional judgment that you are engaged in transactions not within the scope accepted by payment organizations or acquiring banks, or that violate AML/CTF-related laws and regulations.

12.7.5 When you have other transactions that PingPong or acquiring banks consider unreasonable.

12.8 If you experience chargebacks, refunds, fraudulent transactions, fraud, or high-risk transactions, PingPong has the right to handle them in accordance with this Agreement, and you shall bear all losses arising therefrom, for which PingPong shall not be liable.

12.9 If you violate any organization rules, you shall bear full responsibility for all adverse consequences arising from refunds, delayed settlement, account freezing, or other related risk control measures conducted by PingPong, acquiring banks, or payment organizations, for which PingPong shall not be liable.

12.10 After this Agreement expires or is terminated early, PingPong will settle in accordance with this Agreement, specifically according to the cycle agreed by both parties' Authorized Emails and/or determined on the PingPong acquiring Merchant management platform.

13. Limitation of Liability

13.1 Under no circumstances shall PingPong or acquiring banks be liable for any matters under this Agreement, whether based on any contractual liability, tort liability, negligence liability, strict liability, or other legal or equitable principles: (a) (1) any special, incidental, or consequential damages, (2) costs of procuring substitute services, or (3) interruption of use, loss, or corruption of data; or (b) (1) with respect to any single event, not exceeding 5% of the fees PingPong charged to you in the twelve (12) months prior to such event; and (2) PingPong's maximum aggregate liability for all events (including any and all claims for breach of this Agreement) shall not exceed 100% of the total fees PingPong charged to you in the twelve (12) months prior to such events. PingPong shall not be liable for any failures or delays caused by matters beyond its reasonable control.

13.2 If due to force majeure events, including but not limited to reasons of acquiring banks, payment organizations, or payment gateways, adjustments to laws, regulations, or policies (including but not limited to financial, sanctions, foreign exchange, and other related laws or policies), natural disasters, public enemies, public acts, fires, explosions, accidents, labor disputes/strikes, floods, embargoes, wars, terrorism, nuclear disasters, riots, epidemics, public energy interruptions, communication link or facility failures, or other causes beyond a party's reasonable control and not caused by its fault or negligence (each referred to as a "Force Majeure Event"), a party is unable to perform this Agreement in whole or in part, such party shall not bear any liability arising therefrom; however, if the other party is unable to perform for thirty (30) consecutive working days due to a Force Majeure Event, either party may terminate this Agreement.

14. Miscellaneous Provisions

14.1 Pricing

Unless otherwise agreed in this Agreement, both parties' Authorized Emails, or the PingPong acquiring Merchant management platform, all prices and fees under this Agreement shall be denominated in US dollars.

14.2 Tiered Pricing

All volume-based pricing is tiered pricing, meaning each transaction is priced according to the price tier in which it falls.

14.3 Notices

You agree that PingPong may send you notices or service-related information through the following methods: posting announcements on the PingPong website, sending emails to your email address, posting announcements in your PingPong account, sending letters to your registered address, calling you, or sending SMS messages, in accordance with the contact information you provided in your form.

Unless otherwise provided in this Agreement, amendments to this Agreement shall only be made upon written agreement of all parties to this Agreement.

14.4 Waiver

The failure or delay of any party to this Agreement to exercise any right or remedy under this Agreement (except as explicitly waived in writing) shall not constitute a waiver by such party of such right or remedy; and the exercise by any party of any right or remedy, either singly or partially, shall not preclude such party from exercising such right or remedy separately or further, or exercising any other right or remedy. The rights and remedies under this Agreement are cumulative and shall not exclude any rights or remedies provided by law. Any explicit waiver by any party of any breach of the provisions of this Agreement by the other party shall not constitute a waiver by such party of subsequent breaches.

14.5 Assignment

This Agreement shall be legally binding on each party and its respective successors and assigns, and shall be for their benefit. No party may assign this Agreement without the prior written consent of the other party.

14.6 Severability

If any provision of this Agreement is determined to be illegal, invalid, or unenforceable under any law, decree, or rule, such provision or part shall not be deemed to form part of this Agreement, and the legality, validity, and enforceability of the remaining parts of this Agreement shall not be affected thereby. For the avoidance of doubt, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity, or enforceability of any other provision.

14.7 Availability and Effectiveness of Agreement

The terms of this Agreement have been provided to you before they become effective and may thereafter be viewed on our website. At any time during the contractual relationship, you have the right to request to receive the terms of this Agreement on a durable medium.

This Agreement shall become effective from the date you or your designated authorized person registers a PingPong Checkout account on the PingPong website and agrees to this Agreement, or the date you actually use PingPong acquiring services (whichever occurs first).

PingPong has the right to reasonably presume that the natural person registering a PingPong acquiring account is your designated authorized person, and you may not refuse to perform this Agreement on the grounds that such operator lacks authorization.

If you enter into an acquiring service agreement with PingPong by signing an offline agreement, and the offline version conflicts with this Agreement, the offline version agreement shall prevail; where the offline version agreement does not mention but this Agreement mentions, this Agreement shall continue to apply.

If a Merchant generates multiple Department IDs ("DID") with PingPong, the Merchant's contracting entity shall remain unchanged, meaning each DID is not a separate entity. If different DIDs sign different versions of this Agreement upon admission, it shall be deemed that the subsequently signed this Agreement replaces the originally signed version of the agreement.

14.8 Amendment of Agreement

We are constantly updating PingPong Services, which means we sometimes must change the terms of this Agreement. PingPong may revise, modify, or update this Agreement at its discretion. Such changes shall become effective immediately upon publication. If we make any material changes, we will notify you by email or other means. If you do not agree to our changes, you should immediately cease using PingPong Services. Your continued use of PingPong Services will be subject to the new terms. However, any transactions or disputes that occurred before the change shall be governed by the agreement in effect at the time such transaction or dispute occurred.

14.9 Governing Jurisdiction

Any disputes or claims arising from this Agreement shall be submitted to institutional arbitration administered by the Hong Kong International Arbitration Centre and finally resolved in accordance with the HKIAC Institutional Arbitration Rules effective at the time of submission of the notice of arbitration. The place of arbitration shall be Hong Kong. The number of arbitrators shall be one, and the arbitration language shall be English.

14.10 Disclaimer

PingPong Services are provided "as is." PingPong and its service providers hereby disclaim all express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. PingPong and its service providers make no warranties that the services will be error-free or that access will remain continuous or uninterrupted. You understand that you download or otherwise obtain content or services through our PingPong Services at your own discretion and risk.

14.11 Anti-Bribery and Anti-Corruption

You undertake to fully and strictly comply with PingPong's policies and all applicable anti-corruption laws. You agree that you shall not, directly or indirectly, provide bribes, secret commissions, gifts, entertainment, or any valuable items to any government employees, officials, candidates, political parties, state-owned enterprises, or any entities with which PingPong seeks business relationships, to obtain or maintain business or obtain improper benefits for PingPong, or to seek improper advantages. You hereby warrant and declare to PingPong that you have not engaged in any acts prohibited by this provision. To ensure compliance with the above provisions, during the term of this Agreement and for two (2) years after termination or early termination of this Agreement, you agree that PingPong's internal or external auditors or other designated persons have the right to audit your work products, deliverables, accounting books, and records related to the performance of this Agreement during normal business hours. You agree that if PingPong determines that you have violated this provision, PingPong has the right to terminate this Agreement immediately without prior notice. You shall bear and indemnify PingPong and its affiliates, employees, executives, directors, and representatives against all losses and damages arising from, related to, or resulting from such violations.

15. Special Provisions Regarding Chargeback Fees and Chargeback Alerts

15.1 Chargeback Fees

You agree that PingPong has the right to implement chargeback fees based on your chargeback transaction situation in accordance with the content confirmed by both parties' emails or Merchant backend configuration.

For the avoidance of doubt, monthly chargeback rate refers to the proportion of transactions that have been successfully refunded upon the request of cardholders or issuers according to relevant organization rules, resulting in the cancellation of transactions for which you have paid or should pay amounts, to the total number of transactions in that month.

15.2 Chargeback Alert Service

To a certain extent reduce the adverse consequences of transaction fraud, chargebacks, etc. that you may encounter, you shall proactively activate chargeback alert services upon PingPong's requests from time to time.

15.2.1 Merchant Rights and Obligations:

15.2.1.1 You shall respond to chargeback alerts received in a timely manner and decide independently based on actual circumstances to take response measures such as suspending relevant accounts, stopping transactions, proactively refunding, or directly ignoring alerts. Nevertheless, when PingPong determines that you have unreasonable or high-risk transactions, you irrevocably authorize PingPong to unilaterally refund the corresponding transactions and/or orders and notify you promptly.

15.2.1.2 You shall actively cooperate with requests made by PingPong based on this service.

15.2.1.3 You shall properly safeguard all order information received from PingPong through the use of this service, comply with all relevant privacy and data protection regulations, related laws and industry regulations, including but not limited to EU GDPR and US privacy laws.

15.2.1.4 You authorize PingPong to purchase other related services from upstream data service providers to improve service quality.

15.2.1.5 You undertake to use this service only in your own name and shall not transfer, distribute, or authorize third parties to use this service.

15.2.2 PingPong Rights and Obligations:

15.2.2.1 Once any cardholder sends a chargeback request to a specific issuing bank, PingPong shall make all reasonable efforts to deliver alert signals to you. For the avoidance of doubt, PingPong has the right to choose whether to send all transaction-related information to you.

15.2.2.2 PingPong shall promptly provide you with subsequent chargeback alert status updates (if any), such as account, logistics information, transaction refund, order cancellation status, and other order information.

15.2.2.3 PingPong hereby disclaims all express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. PingPong makes no warranties that services will be error-free, continuous, fit for particular purposes, have particular service quality, be accurate, or uninterrupted.

15.2.3 Service Fees

You shall pay service fees based on the specific frequency of alerts issued: regardless of what response measures you decide to take regarding the chargeback alert notice, the above service fees shall not be refunded.

16. Protecting Your Data

16.1 We will ensure that all your personal information complies with the data privacy and security requirements of applicable laws and our published Privacy Policy. Your use of PingPong Services is subject to the Privacy Policy you agreed to in the terms and conditions of this Service Agreement. Please familiarize yourself with the Privacy Policy by visiting our website. PingPong may, at its discretion, update the Privacy Policy by updating the Privacy Policy page on its website. You may view the latest Privacy Policy at any time by clicking on the Privacy Policy on the PingPong website.

16.2 You confirm and agree that PingPong retains the right to collect and disclose your personal information to third parties in accordance with the Privacy Policy to comply with requirements of governmental and/or other regulatory authorities, or to provide you with better services or protect the legitimate rights and interests of PingPong and yourself.