Merchant Payment Service Agreement

FOR NON-SINGAPORE RESIDENTS, PLEASE TAKE NOTE OF THE NOTICE FOR NON-SINGAPORE RESIDENTS.

PLEASE READ SCHEDULE 1, WHICH CONTAINS IMPORTANT REGULATORY DISCLOSURES.

Last updated: January 3th, 2024

This Agreement is entered into between:

● PIPO (SG) Pte. Ltd., a company incorporated in Singapore with registered number 201942693R, having its registered office at 1 Raffles Quay, #26-10, South Tower, Singapore 048583 and licensed by the MAS as a major payment institution under the Payment Services Act 2019 of Singapore (“PSA”) to carry on: (i) account issuance service; (ii) domestic money transfer service; (iii) cross-border money transfer service; (iv) merchant acquisition service and (v) e-money issuance service (“PIPO”, “we”, “us” or “our”). For the avoidance of doubt, it is PIPO (and not any other Affiliate of PIPO) that holds the licence under the PSA; and

● Merchant (“you”, “your” or “Merchant”);

(each a “Party”, and collectively, “Parties”).

1. Definitions

1.1. Capitalized terms, which are not otherwise defined in the body of this Agreement, have the following meanings:

“Account User”	means any person who is allowed access, by you, to our Services or your account with us through the Platform.
“Affiliates”	of a Party means any person directly or indirectly controlling, controlled by or under common control with that Party (but only for so long as control exists), where “control”, “controlled by” or “under common control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies, or assets of that person, whether by way of ownership of its voting or equity securities or assets, or by way of ownership of rights to appoint or remove a majority of its board of directors, or by way of arrangements set forth in articles of association, contracts, management agreements, voting trusts, or otherwise, and where “person” means any individual, corporation, partnership, joint venture, association, trust, other entity or group.
“Agreement”	means this Merchant Payment Service Agreement, including its schedule(s) (if any), as amended from time to time.
“Applicable Laws”	means any and all applicable laws, statutes and regulations, and any and all directives, notices, guidelines codes, practice notes, circulars, policy statements, rules, ordinances, orders, requests, requirements, judgements, decrees or writs (in each case whether or not having the force of law) of any governmental, regulatory or judicial body or agency having jurisdiction over any of the parties to this Agreement or any of the subject matters of this Agreement, including, without limitation: (a) the PSA and all subsidiary legislation pertaining to the PSA, as the same may be amended, supplemented or replaced from time to time; (b) the Guidelines; (c) any directives, notices, guidelines, codes, practice notes, circulars, policy statements, rules, requests or requirements (in each case whether or not having the force of law) from time to time published or issued by MAS, as the same may be amended, supplemented or replaced from time to time; and (d) all laws, statutes, regulations, directives, rules, directions, codes, ordinances, judgements, decrees, writs or orders enacted or issued in relation to anti-money laundering and countering the financing of terrorism.
“Balance Transaction Monies”	means the Sale Proceeds minus any fees and charges which the Buyer and the Merchant agree will be deducted from the Sale Proceeds before they are received by PIPO.
“Business Day”	means a day which is not a Saturday, Sunday or a public holiday and on which banks are open for business in Singapore.
“Buyer”	means the buyer of the Merchant’s products and/or services via the Platform.
“Confidential Information”	means each Party’s information, including without limitation the terms of this Agreement, and in the case of PIPO’s Confidential Information, the rates at which we provide our service, technical information and any information disclosed or being disclosed in the future by us to the Merchant related to the provision or use of the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
“Designated Settlement Account”	means the bank account or the account opened with a third party payment service provider designated by the Merchant pursuant to Clause 4.8 of this Agreement, or such other accounts as notified by the Merchant and accepted by us from time to time.
“E-Wallet”	means an electronic wallet issued by us in which Balance Transaction Monies may be held.
“E-Wallet Services”	means our provision of the E-Wallet and maintenance thereof.
“Fees”	has the meaning given in Clause 5.3.
“Force Majeure Event”	means events beyond a Party’s reasonable control (whether or not reasonably anticipated), and which renders impossible the performance of such obligations, including without limitation to insurrection, war, riot, strikes, labour stoppages or slowdowns, explosion, nuclear incident, fire, flood, earthquake, pandemic, the onset of infectious diseases, issuance of quarantine or other prohibition or restrictive orders or requirements by any governmental or public authority, change of law, national or regional shortage of adequate power or telecommunications or transportation, or cyber-attacks, internet service provider failures or delays, or denial of service attacks, or other catastrophic event of a similar nature.
“Guidelines”	means the MAS E-Payments User Protection Guidelines (effective 5 September 2020) as amended, supplemented or replaced from time to time.
“Intellectual Property”	means intellectual property, which includes but not limited to patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, trade secret and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Losses”	means any losses, damages, loss of opportunity, liabilities, claims, actions, suits proceedings, judgements, demands, costs, expenses (including without limitation fees and expenses of legal and other professional advisers on a full indemnity basis, exchange expenses and all other out-of-pocket expenses), disbursements, fees, interests, commissions, charges, taxes, fines, penalties, duties, and/or any other losses, liabilities and/or costs of whatsoever nature and howsoever arising.
“MAS”	means the Monetary Authority of Singapore.
“Merchant”	means the seller of the products and/or services on the Platform.
“Network Rules”	means any standards, procedures, rules, regulations, programmes or requirements of, or issued by internationally recognized debit or credit card brands including without limitation China Union Pay, VISA, MasterCard, JCB, American Express, Diners Club and such other cards as PIPO may agree to process from time to time, including but not limited to the Payment Card Industry Data Security Standards.
“Payee”	has the meaning given in Clause 5.13.1(e).
“Personal Data”	means any information related to a “data subject”; or any information which falls within the scope of “personal data”, “personal information” or “personally identifiable information”, including any materially similar or analogous concept or definition under the Applicable Laws.
“Platform”	means TikTok Shop.
“Platform Provider”	means the provider of the Platform, TikTok Pte. Ltd., a company incorporated in Singapore with registered number 201719908M and having its registered office at 1 Raffles Quay, #26-10, South Tower, Singapore 048583.
“PSA”	means Payment Services Act 2019, as may be amended from time to time.
“PSP Agreement”	has the meaning given in Clause 13.1.
“Revolving Balance”	means a minimum sum of money (in such currency specified by us) as stipulated by the Platform Provider, and which is notified by us to you from time to time.
“Safeguarding Institution”	means any bank or financial institution referred to in paragraph (c) of the definition of “safeguarding institution” in Section 23(14) of the PSA which is appointed by PIPO to safeguard the Balance Transaction Monies in accordance with Section 23 of the PSA.
“Sale Proceeds”	means the proceeds of sale of the Merchant's products and/or services on the Platform.
“Sanctions”	means (a) the economic sanctions maintained under the laws and regulations of the United States of America, including, without limitation, the sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); (b) the sanctions maintained by the United Nations (“UN”); (c) the sanctions maintained by the European Union; (d) the sanctions maintained by Singapore; (e) the sanctions maintained by the government of the People’s Republic of China (“PRC”) (including, without limitation, those administered by Hong Kong, the People’s Bank of China, the Ministry of Public Security (China), and the Ministry of Commerce (China)); and (f) any other sanctions maintained by any governmental or regulatory body or authority from time to time under the Applicable Laws.
“Sanctioned Jurisdiction”	means the jurisdictions that are subject to U.S. sanctions administered by OFAC and/or sanctions administered by the UN, the European Union, Singapore, the government of the PRC (including Hong Kong) and/or any jurisdiction that is subject to sanctions administered by any regulator from time to time under the Applicable Laws.
“Sanctioned Person”	means any individual, entity, or government that is the target of sanctions (a) administered by OFAC (including, without limitation, those persons on OFAC’s Specially Designated Nationals and Blocked Persons List) as well as any individual or entity that is located or resident in or organized under the laws of a Sanctioned Jurisdiction, and/or (b) imposed by the UN, and/or (c) imposed by the European Union, and/or (d) imposed by Singapore (including those found on MAS’ lists for designated individuals and entities accessible on MAS’ webpage at: https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/lists-of-designated-individuals-and-entities), and/or (e) imposed by the PRC (including, without limitation, those sanctions administered by Hong Kong, the People’s Bank of China, the Ministry of Public Security (China) and the Ministry of Commerce (China)), and/or (f) imposed by any governmental or regulatory body or authority from time to time under the Applicable Laws.
“Services”, and each a “Service”	means the service(s) that you elect to be provided and which we agree to provide you under and subject to the terms of this Agreement, including the E-Wallet Services and the payment processing services provided by us via the use of one or more Third Party PSPs (or such other means as we consider appropriate) to facilitate the Transactions conducted on the Platform, which includes but is not limited to the following: (a) receiving or arranging for the receipt of Balance Transaction Monies from the Buyers via a Third Party PSP and thereafter sending or arranging for the sending of the monies (after deducting the relevant fees, including but not limited to any applicable operating agency fees, logistic fees, and any fees charged by the Platform and any other deductions as you agreed with relevant service providers from time to time) to the Designated Settlement Account; (b) holding Revolving Balance in your E-Wallet for the benefit of the Platform Provider, and transferring the Revolving Balance or part thereof to Platform Provider on the Platform Provider's instructions; (c) where applicable, issuance of a payment account to the Merchant held in the name of the Merchant, and that payment account is used for the initiation of a payment order or the execution of a payment transaction, or both, and/or the payment account enables money to be placed in and withdrawn from the payment account; and (d) where applicable, making the necessary currency exchanges to settle the Balance Transaction Monies from the Buyer to the Merchant.
“SIAC”	means the Singapore International Arbitration Centre.
“SIAC Rules”	means the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Agreement.
“Third Party PSP”	means the third-party payment service provider, payment gateway or such other financial institution engaged by us to process or settle Transactions.
“Transaction”	means any transaction that relates to the Merchant selling products and/or services on the Platform, or which we may process for or on your behalf under our Services, including but not limited to: (a) the transaction made between a Merchant and a Buyer, for the payment by a Buyer for products and/or services sold on the Platform by a Merchant; (b) the receipt of monies for the provision of such products and/or services by a Merchant and any refunds to the Buyer; (c) (where you are provided the E-Wallet Services) any transaction made on your E-Wallet.
“Trust Account”	has the meaning given in Clause 6.1.

2. Overview of Agreement

2.1. This Agreement sets out the terms and conditions regarding your use of the Services as a Merchant. You may not access or use the Services unless you agree to abide by all of the terms and conditions set out in this Agreement.

2.2. Unless otherwise indicated or the context requires otherwise, reference to PIPO, us, our, or we include our Affiliates that are involved in providing the Services.

3. Acceptance of Agreement

3.1. Prior to using our Services, you acknowledge that you have read and agreed to the terms and conditions set out in this Agreement.

3.2. We may amend this Agreement from time to time by publishing an updated version of this Agreement on the Platform, which shall take effect immediately upon posting on the Platform. You agree to be bound by any subsequent amendments which may be made to this Agreement, based on your continued use of our Services.

4. Your Account and Our Services

4.1. Before using any Service and before an account with us is created for you, you must register as a Merchant with the Platform Provider.

4.2. Notwithstanding any provision in this Agreement, you agree and acknowledge that each Service will only be provided to you if you have satisfied our internal merchant due diligence and compliance procedure(s), which includes, but not limited to, anti-money laundering, compliance checks and requirements, and residency status, in respect of that Service. You must provide PIPO with true, correct, accurate, complete and up to date information and documents as may be requested by PIPO from time to time for such purposes. If such information or documents shall become outdated, invalid or untrue at any point during the term of this Agreement, you shall promptly notify us and provide relevant updates and facts related thereto.

4.3. You agree to provide all information and documents to our satisfaction and assistance to us in order to facilitate the approval of the provision of any Service to you, including but not limited to:

● your name, your registration number, your registered address and principal place of business, proof of incorporation (with date and place) and supporting documentation;

● information about you and your beneficial owners, directors, executive officers, and authorised persons such as full name (including any aliases), unique identification number, nationality, date of birth, residential address and supporting documentation;

● documentation such as financial accounts and statements, and other information on your business model, shareholding and operating history;

● for individual Merchants, your legal full name (including any aliases), date of birth, nationality, residential address, contact information, unique identification document type and number;

● supporting documentation; and

● any other information and documentation as reasonably required by PIPO from time to time.

4.4. You acknowledge and authorise us to take other supplementary customer due diligence measures for you in order to comply with our anti-money laundering and counter-financing of terrorism obligations, including, obtaining any additional information about you (including without limitation information set out under Clause 4.3 above) from other third parties, including without limitation the Platform Provider and credit reporting agencies. You agree to take reasonable steps to ensure that any information provided to third parties, in particular, the Platform Provider, remains current, accurate and complete.

4.5. Our determination on whether to provide you with any Service is final. For the avoidance of doubt, we may in our sole and absolute discretion agree to only provide you a particular Service, and not another Service nor all Services, and you acknowledge that our willingness to provide you such Service does not oblige or compel us to provide you any other Service nor all Services. We are not obliged to (but may elect to) provide you with specific details regarding any failure to satisfy merchant due diligence and anti-money laundering checks and compliance requirements.

4.6. Until we have approved the provision of a Service to you, the Service will be made available to you on a preliminary basis only. You agree that any Transaction prior to the approval of the provision of the Service to you is undertaken at your own risk, and such Transactions may be cancelled or reversed if approval is not provided by us to provide the Service to you.

4.7. In the event that we do not approve to provide a Service to you within a reasonable time period (determined by us in our sole and absolute discretion), we reserve the right to immediately stop providing any or all Services to you and terminate this Agreement with immediate effect. Upon such termination, we may cancel or reverse any Transaction.

4.8. Prior to and whilst using any Service, you shall open and maintain at all times, at least one bank account or an account opened with a third party payment service provider in your name (“Designated Settlement Account”) which shall be designated for purposes of clearing and settling Transactions, as well as for payment of any fees and charges as provided in this Agreement, and you shall inform us of any change in the particulars of the Designated Settlement Account which may impact your ability to comply with this Agreement (including without limitation the location of the branch at which such account is held). We reserve the right to reject any account as a Designated Settlement Account for compliance with Applicable Laws, or our policies and procedures. Any change to any Designated Settlement Account shall take effect only after the same has been approved and confirmed by us. Any Designated Settlement Account should be under the same name as the name you registered with the Platform Provider, and we may require you to provide us supporting documentation evidencing the same. You must at all times maintain at least one Designated Settlement Account save with our prior written consent.

4.9. To the extent we provide you with any “protected account” as defined in the Guidelines, you acknowledge that you have read the Guidelines, including the duties of “account holders” and “account users” as set out in Section 3 of the Guidelines, and the duties of the responsible financial institution as set out in Section 4 of the Guidelines, a copy of which is set out in Schedule 2 attached to this Agreement, which may be updated from time to time. It is your responsibility to monitor any changes to the Guidelines.

4.10. You undertake to comply, and to procure your Account User(s) to comply, with all duties, standards, expectations and best practices set out in the Guidelines that are applicable to “account holders” and “account users” (as the case may be) as defined in said Guidelines and to the extent we provide any protected account or payment account covered under the Guidelines, including the duties, standards, expectations and best practices as set out in Section 3 of the Guidelines. You further acknowledge and agree that your and your Account User(s)’s conduct and compliance with these duties, standards, expectations and best practices, including any transaction notification preferences you select, will impact your or our liabilities as set out in Clauses 7.5 to 7.8.

5. Our Provision of Services and Our Rights

5.1. Subject to our approval of provision of a Service to you, we will provide you with:

● access to the Service; and

● support to resolve issues relating to your use of the Service.

5.2. You acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, in providing any Service we may enter into agreements with one or more Third Party PSPs which in turn will also directly provide payment processing services to you. For more information regarding your relationship with such Third Party PSP(s), please see Clause 13 (Payment Instructions and Processing).

5.3. We may charge fees for the Services provided to you (“Fees”). If so charged, the applicable rates of Fees will be presented to you upon your selection of a specific payment method. Fees charged are exclusive of any applicable taxes except as expressly stated to the contrary. You agree that we are entitled to deduct or withhold any such Fees along with any applicable taxes before or when transferring any Balance Transaction Monies to you or any Revolving Balance to the Platform Provider or, if applicable, from your E-Wallet. You also agree that failure by us to deduct or withhold any such Fees does not exempt you from your obligation to pay such Fees. We may revise the rates and any payment schedule and details at any time, but will provide you with 30 calendar days advance notice before the revised rates and payment details become applicable to you.

5.4. We will use reasonable commercial endeavours to undertake maintenance of the Services so as not to cause disruption to the Services.

5.5. For the avoidance of doubt, nothing in this Agreement is intended to constitute the taking of deposit by us and your Balance Transaction Monies shall not be regarded as a deposit under the Banking Act 1970 of Singapore.

5.6. Whilst we will investigate any reported errors that you have communicated to the Platform Provider and attempt to rectify them, you agree that your ability to recover any monies that you have lost due to an error may be very limited or even impossible, particularly if we did not cause the error, or if the funds are no longer available.

5.7. You acknowledge and agree that if you fail to comply with Clause 11 (Merchant Representations and Warranties) or Clause 12 (Your Relationship with Your Buyers), and any failure to provide information and documents upon request, without prejudice to any other rights we have under this Agreement, we may inform the relevant regulator of the infringement.

5.8. We may, in our sole and absolute discretion, refuse to process any Transaction:

· where we believe that the Services are being used, whether by you or your Account User(s), for the purpose of any illegal, fraudulent or unethical activities. In order to comply with our obligations under the Applicable Laws, we reserve the right to ask for further information or evidence relating to you or your Account User(s) or the purpose and/or background of each Transaction;

· if we are required to do so by any Applicable Laws, or where we have reason to believe that the processing of the Transaction would violate anti-money laundering and countering the financing of terrorism laws, Sanctions, other Applicable Laws, or our policies and procedures; or

· where we in our sole discretion believe that we may incur significant Losses from processing such Transaction due to high exchange rate volatility or other circumstances.

5.9. Notwithstanding any of the foregoing, you acknowledge and accept that (a) we will not process a Transaction or permit any use of your account, E-Wallet (where applicable) or any Services that involves a Sanctioned Jurisdiction, a Sanctioned Person, and/or that is otherwise prohibited by the Applicable Laws (in each case in our sole and absolute discretion), and (b) without limiting the foregoing, we shall have no obligation to process (and may refuse to process) a Transaction or otherwise provide any Services to you if a Transaction involves a Sanctioned Person and/or a Sanctioned Jurisdiction and/or is otherwise prohibited by the Applicable Laws (in each case in our sole and absolute discretion).

5.10. You further acknowledge and accept that the authorities of relevant jurisdictions may require disclosure of Sanctions-related information about a Transaction and you acknowledge and accept that we are not liable if we, or any other person, rejects or delays performance of a Transaction or discloses information about a Transaction (a) as a result of a violation of Sanctions that has occurred with regard to a Transaction, and/or (b) if the performance of a Transaction would cause a violation of Sanctions to occur, in each case (a) and (b) in our sole and absolute discretion.

5.11. You agree to promptly provide us such information and/or documents that we may reasonably request from you from time to time, whether through the Platform or otherwise, for us to fulfill our obligations under this Agreement and/or comply with the Applicable Laws. You agree and acknowledge if we do not receive such information and/or documents that is satisfactory to us, we may:

· not process or suspend a Transaction, or withhold monies due to you;

· suspend our Services (or any part thereof); and/or

· cancel or reverse any Transaction.

5.12. Balance Transaction Monies

5.12.1. You hereby appoint us as an agent for the limited purpose of receiving payment of the Balance Transaction Monies from your Buyers. You agree that a Buyer’s full payment of the Balance Transaction Monies to us (including where the Balance Transaction Monies are received in your E-Wallet, if applicable) constitutes final payment to you, extinguishing a Buyer’s payment obligation to you as if the Buyer had paid you directly, even if payment is not received by you from us.

5.12.2. With respect to the Balance Transaction Monies received from your Buyer as a result of a Transaction, you agree that:

(a) the Platform Provider has been authorized by you to give instructions to us with respect to the processing and settlement of the Balance Transaction Monies, provided that it does so in accordance with its Merchant Terms of Service for TikTok Shop (“Merchant Terms of Service for TikTok Shop”) agreed with you. You should read your Merchant Terms of Service for TikTok Shop carefully in order to understand the scope of your authorization and the instructions that the Platform Provider may give in relation to the processing and settlement of the Balance Transaction Monies. You agree that we have been authorized by you and have the right to deduct or withhold (or may instruct any relevant Third Party PSP to withhold) the Balance Transaction Monies to compensate us, the Platform Provider and/or any affected users of the Platform Provider or other third parties if we suspect you have (i) abused coupons, vouchers or other promotional discounts to third parties and/or encouraging their use in a manner inconsistent with normal use); (ii) intentionally delivered empty or incomplete parcels to Buyers (fulfilment fraud); (iii) engaged in any off platform transactions; or (iv) breached this Agreement, the Merchant Terms of Service for TikTok Shop, any TikTok Shop Policies and applicable laws and, as a result of such breach, us, the Platform Provider, a user of the Platform Provider or a third party has suffered loss or damage;

(b) subject to sub-paragraph (d) below and the instructions from the Platform Provider, we shall, and you authorize us to, transfer to you: (i) in each payment cycle as determined and notified by the Platform Provider, the Balance Transaction Monies upon receipt of instructions from the Platform Provider with respect to the processing and settlement of the monies, or (ii) upon receiving instructions from the Platform Provider that you request to initiate a withdrawal, the Balance Transaction Monies in an amount requested by you, subject to limitations set by the Third Party PSP, such as the minimum amount that a Third Party PSP can process for each transfer;

(c) we may pay out the relevant Balance Transaction Monies in a currency that is different from the currency of the Transaction price that we receive. As we do not offer exchange rate, we will conduct currency conversion using the foreign exchange rate quoted by our partner banks Third Party PSP and/or third party data providers, as the case may be, which will only be available at the point of payout and such exchange rate offered by our partner banks and/or Third Party PSP will be disclosed to you in such method as determined by us from time to time, upon completion of the settlement;

(d) before transferring any Balance Transaction Monies to you, we shall have the right, and you authorize us, to deduct or withhold any charges, Service fees due and payable to: (i) us and/or our Affiliates, such as Affiliate commissions and any fees due and payable to any Third Party PSP; (ii) the Platform Provider, such as Platform fees , in accordance with the Merchant Terms of Service for TikTok Shop; and (iii) any other persons or entities in accordance with your agreement with such persons or entities from time to time, such as operating agency fees and logistic fees (if any);

(e) we will be relieved of any obligation to pay any unclaimed monies to you, and you will be deemed to have waived any claim in respect of such unclaimed monies, upon the expiry of 5 years from the date of a Transaction (or as otherwise instructed by the Platform Provider), or if monies have been transferred to a relevant competent authority if required by the Applicable Laws (less any fees, if any and to the extent permitted under the Applicable Laws);

(f) we may, and you authorize us to, receive and retain interest on any monies held by us on your behalf while performing our Services, and you acknowledge that you will not receive such interest or other profits in relation to our Services;

(g) to the fullest extent as permitted under the Applicable Laws, you will grant us a lien and security interest in all monies that we receive as a result of Transactions that we process for you. This means that if you have not paid monies that you owe to us or to any of our Affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with you. Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such monies;

(h) where you are provided E-Wallet Services, references to our transfer or paying out of Balance Transaction Monies to you shall include our making available of the Balance Transaction Monies in your E-Wallet.

5.12.3. Other than payments which may be stopped for compliance checks, you acknowledge that payments will be made to your Designated Settlement Account or a Payee (as the case may be) within 3 Business Days (for domestic money transfers) or 7 Business Days (for cross-border money transfers) upon receipt of monies (as the case may be), or, where permitted under Applicable Laws, within such period of time as we may agree with you.

5.13. Revolving Balance

5.13.1. You agree and acknowledge that:

(a) pursuant to the Merchant Terms of Service for TikTok Shop, you are required to place a Revolving Balance with the Platform Provider for certain purposes as may be specified and notified to you by the Platform Provider and/or us. The Platform Provider will have full rights to claim receipt and possession of the Revolving Balance upon any stipulated events of default under the Merchant Terms of Service for TikTok Shop, upon which the legal and beneficial title to the Revolving Balance will vest in the Platform Provider fully. Upon termination of the Merchant Terms of Service for TikTok Shop, you will be entitled to a refund of any unclaimed Revolving Balance to your Designated Settlement Account(s);

(b) you appoint us to act as limited agent to receive and hold the Revolving Balance in your E-Wallet, and that we are also appointed as a payment service provider of the Platform Provider and may collect and receive the Revolving Balance for the benefit of the Platform Provider (subject to the right of refund under the Merchant Terms of Service for TikTok Shop). You further agree that the Revolving Balance will be held by us in a manner that is consistent with the Merchant Terms of Service for TikTok Shop and the terms as described herein, and in particular that we are authorised to transfer or cause the transfer of the Revolving Balance (or applicable parts thereof) to the Platform Provider, solely upon Platform Provider's instruction without any further authorisation, verification or other acts or deeds. We will notify you where we deduct your Revolving Balance, in which case Clause 5.13.1(d)(i) and (ii) shall apply. Without limitation, we are not obliged to verify if an event of default has occurred and are entitled to take any instructions from the Platform Provider solely for the transfer of the Revolving Balance as valid and binding on you;

(d) if your E-Wallet has insufficient Revolving Balance:

(i) you shall immediately fund your E-Wallet to make up for the shortfall; and

(ii) we shall be entitled, and you authorize us, to use an amount of money that is due to you as Balance Transaction Monies to make up for the shortfall; and

(e) apart from the foregoing, your Revolving Balance may not be used for any purpose whatsoever, save that if you have surplus Revolving Balance such surplus may, if permitted by us, be withdrawn to your Designated Settlement Account(s).

5.13.2. Other than payments which may be stopped for compliance checks, you acknowledge that where any Revolving Balance is deducted in favour of the Platform Provider, the Platform Provider will receive the relevant amount of money within 7 Business Days upon receipt our of relevant instructions from the Platform Provider, or, where permitted under Applicable Laws, within such period of time as we may agree with the Platform Provider, in which case you are deemed to have agreed to such period.

5.14. E-Wallet Services

5.14.1. In the event we agree to provide you E-Wallet Services, you agree and acknowledge that the following terms shall apply in respect of the E-Wallet Services:

(a) you shall only use your E-Wallet in the course of your business. In particular, where you are an individual or sole proprietor, you agree and undertake not to use your E-Wallet as a means of executing payment transactions other than in the course of business. Without prejudice to the generality of Clause 5.8, you acknowledge that we may reject, delay or suspend any Transaction, and/or freeze or impose restrictions on your E-Wallet, where your E-Wallet is used as a means of executing payment transactions other than in the course of business (including where we suspect the same);

(b) your E-Wallet may be subject to such limits and restrictions as we may in our sole and absolute discretion impose from time to time, including but not limited to limits on capacity, outflows and Transaction size and frequency;

(c) unless otherwise permitted by us, your E-Wallet can only be credited using Balance Transaction Monies, and you will not be able to credit or otherwise fund or top-up your E-Wallet with other forms of money, e-money or electronic value;

(d) you may only withdraw your Balance Transaction Monies held in your E-Wallet to your Designated Settlement Account(s) and, for the avoidance of doubt, you may not withdraw your Balance Transaction Monies held in your E-Wallet in the form of physical currency anywhere;

(e) you may instruct us to transfer Balance Transaction Monies held in your E-Wallet to such accounts, third parties and/or payees as we may approve and notify to you from time to time (“Payees”). Notwithstanding that a Payee may have been approved by us and notified to you, we reserve the right to revoke such approval at any time, in which case you will not be able to transfer Balance Transaction Monies held in your E-Wallet to such Payee. In order to effect payments to a Payee, you must provide us such details on the Payee as we may require from time to time, and you acknowledge that your failure to do so may result in us delaying, suspending or rejecting a payment request. Without prejudice to the generality of Clause 5.8, you acknowledge that your instructions to us to pay any Payee may be rejected for any reason, including but not limited to reasons related to compliance with Applicable Law (including but not limited to anti-money laundering or sanctions regulations) or our (including our Affiliates’) policies or procedures. When rejecting a payment, we will be under no obligation to disclose the reason for the rejection.

6. Safeguarding

6.1. To the extent required by the PSA, we will safeguard your Balance Transaction Monies in suitable financial institutions unless the exemption conditions as specified in PSA are applicable for you. Your Balance Transaction Monies will, to the extent required under the PSA, be deposited in SGD (or in SGD equivalent) into the dedicated and segregated trust account held by us with JPMorgan Chase Bank, N.A. Singapore branch (“Trust Account”) as our Safeguarding Institution. For avoidance of doubt and to the extent permitted under the PSA, if you are a foreign entity as defined under Regulation 32(3) of the Payment Services Regulations 2019, we will, notwithstanding the provisions under this Clause 6, not safeguard your Balance Transaction Monies under the following cases, and you hereby acknowledge that your Balance Transaction Monies will not be safeguarded under the PSA in such cases:

(a) where we receive Balance Transaction Monies on your account in respect of a provision of a merchant acquisition service (as defined in the PSA) to you; or

(b) where we receive Balance Transaction Monies on your account in respect of a provision of a cross‑border money transfer service (as defined in the PSA) to you for the purpose of enabling us to provide a merchant acquisition service (as defined in the PSA) to you.

6.2. All Balance Transaction Monies in the Trust Account are, to the extent required under the PSA, held on trust by us for you. Such monies in the Trust Account are always kept separately from the monies in the accounts we use to run our own business, and we will not use the money held in such accounts to repay any debts that we may owe to any other party.

6.3. You acknowledge that Balance Transaction Monies will, to the extent required under the PSA, be deposited in the Trust Account together with, and commingled with, monies received by us from, or on account of, other customers of us. As such you acknowledge, agree and accept that it is not possible to identify any portion of the relevant money in the Trust Account as specifically belonging to you and money in the Trust Account could be withdrawn to meet the obligations of other clients. You acknowledge that due to such commingling, in the event that we become insolvent, there is a risk that there may be a difficulty identifying Balance Transaction Monies due to you from the other money belonging to our other customers.

6.4. You acknowledge that in the event that the Safeguarding Institution becomes insolvent, there is a risk that you may lose some, or all, of the Balance Transaction Monies held by us for you.

6.5. Where we have determined, in our sole and absolute discretion, that you are not a resident in Singapore and we will issue e-money (as defined in the PSA) to you, you acknowledge that you have read and you understand the following notice:

Notice for non-Singapore residents

PIPO is licensed by the MAS to provide e-money issuance services. Please note that this does not mean you will be able to recover all the money you paid to PIPO if PIPO’s business fails.

7. Unauthorised Use of the Service

7.1. The provisions in Clause 7 apply to the extent we provide you with any protected account as defined in the Guidelines and references to “account” below should be construed accordingly.

7.2. You are responsible for the control and use of your account. As stated in Clause 8.1, we are not in the position (nor are we obligated) to verify the identity or authority of any person(s) using your account.

7.3. If you discover a transaction in your account that you did not authorise, you should contact PIPO immediately as soon as practicable after discovery of the unauthorised transaction, and provide us with all information that we may request from you.

7.4. Where you are not able to report the unauthorised transaction to us as soon as you receive any transaction notification alert for any unauthorised transaction, you should provide us with reasons for the delayed report should we so request.

7.5. You agree and acknowledge that you shall be liable for actual loss arising from an unauthorised transaction where your or your Account User(s)’s recklessness was the primary cause of the loss (which includes the situation where you or your Account User(s) deliberately did not comply with Clause 4.9 or Clause 4.10). In order for us to determine if you or your Account User(s) was reckless, you shall provide us such information as we may reasonably request. The actual loss that you shall be liable for under this Clause 7.5 shall be capped at such amount as we may agree with you from time to time and subject always to the Applicable Laws (which includes in the case where your account constitutes a protected account as defined in the Guidelines, you shall be liable up to any applicable transaction limit or daily payment limit that we have agreed with you).

7.6. You further agree and acknowledge that where any Account User knew of and consented to a transaction, such a transaction is not an unauthorised transaction, notwithstanding that you may not have consented to the transaction. This would also include the situation where any of your Account User acts fraudulently to defraud you or us. In such case, you agree and acknowledge that you shall be liable for all such transactions up to such amount as we may agree with you from time to time, and subject always to the Applicable Laws (which includes in the case where your account constitutes a protected account as defined in the Guidelines, you shall be liable up to any applicable transaction limit or daily payment limit that we have agreed with you).

7.7. You shall not be liable for any loss arising from an unauthorised transaction if the loss arises from any action or omission on our part, including the following, and does not arise from any failure by you or your Account User(s) to comply with Clause 4.9 or Clause 4.10:

· fraud or negligence by us, our employee, our agent or any outsourcing service provider contracted by us to provide our Services;

· non-compliance by us or our employee with any requirement imposed by the MAS on the us in respect of our provision of the Services; or

· non-compliance by us with any duty set out in Section 4 of the Guidelines.

7.8. You shall not be liable for any loss arising from an unauthorised transaction that does not exceed S$1,000, if the loss arises from any action or omission by any third party not referred to in Clause 7.6 above, and does not arise from any failure by you or your Account User(s) to comply with Clause 4.9 or Clause 4.10.

8. Your relationship with the Platform Provider

8.1. You represent to us and acknowledge and agree that you have acknowledged and agreed for the Platform Provider to provide us with information and instructions relating to you and Transactions carried out on the Platform as required in this Agreement Such information and instructions shall include, without limitation, those as set out above in respect of the Balance Transaction Monies received from your Buyer as a result of a Transaction in order for us to provide the Services to you and the information set out under Clause 4.3 above), and that you will provide such information and instructions to the Platform Provider for the Platform Provider to provide the same to us, in order for us to provide the Services to you. You agree and acknowledge that we may not process a Transaction until we receive such instructions and/or information that is satisfactory to us. You agree that we are entitled to rely on and treat all information and instructions received from the Platform Provider as authentic, true, complete and accurate and deem such information and instruction as provided by you, without any further inquiry or verification on our part. Any such information or instructions received from the Platform Provider shall be deemed conclusive and binding on you. This includes any instruction by the Platform Provider to withhold the Balance Transaction Monies from being settled to your Designated Settlement Account, or to deduct any monies owed to the Platform Provider from the Balance Transaction Monies.

8.2. For the avoidance of doubt, the Parties acknowledge and agree that the Platform Provider is providing the above services as the Platform Provider and communication network service provider only, and is not acting as our delegate or agent in connection with any Services that we provide to you under this Agreement nor providing any payment services to any person.

9. Our Payment Services to Other Parties

9.1. You acknowledge and agree that the Services we provide to you are not on an exclusive basis. There may also be conflict of interests arising from us providing services to multiple parties. In particular, you acknowledge that we may also provide Services to one or more Payees. You acknowledge and agree to waive all claims arising from conflicts of interests, and agree that we may take such actions or inactions to fulfil our obligations under the agreements we enter into with other parties, and we shall not be liable to you for any Losses as a result of taking such actions or inactions, as long as they are taken by us in good faith.

10. Our Representations

10.1. By providing the Services, we represent that:

● we are, and will remain during the term of this Agreement, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered;

● we have full power, capacity and authority to enter into and perform our obligations under this Agreement; and

● we will obtain and maintain all necessary licenses, permits and approvals required for the provision of the Services during the term of this Agreement.

11. Merchant Representations and Warranties

11.1. By using the Services, you represent and warrant that:

● you will comply with all Applicable Laws (including the PSA);

● in the case of an individual, you are not a minor and have full power, capacity and authority to enter into and perform your obligations under this Agreement;

● in the case of a company, you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered, and you have full power, capacity and authority to enter into and perform your obligations under this Agreement;

● you will use the Services in the course of your business only;

● there is no litigation, proceeding or investigation of any nature pending or, to your knowledge, threatened against you or any of your Affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;

● you will use our Services in good faith, and shall comply with all Applicable Laws and regulations, including all anti-bribery, anti-corruption, anti-money laundering, anti-terrorism, Sanctions and tax laws relating to your use of our Services;

● you will provide us with all necessary information (including information relating to the Buyers, Payees (if applicable) and the Transactions), assistance and cooperation for us to provide you with our Services, and to enable us to comply with all Applicable Laws or obligations towards any regulators;

● you will promptly comply with all directions, notices or requirements issued by us or any of our regulators in relation to the Services, including cooperating in the conduct of any audit, review, inspection or investigation in relation to any Transactions, or your compliance with this Agreement and the Applicable Laws;

● you are a Merchant and have good title, all necessary rights, licenses, permits, or approvals required for the offer, advertising, and sale of your products and/or services on the Platform; your products and/or services are not prohibited products and/or services, are of merchantable quality, free from defects and conform to the listed specifications as communicated on the Platform;

● neither you (nor any of your Account User(s)), any Payee, nor any of your beneficial owners, directors, executive officers, authorized persons, employees or agents is (a) a Sanctioned Person, (b) beneficially owned by a Sanctioned Person, (c) located or resident in or organized under the laws of a Sanctioned Jurisdiction, or (d) listed on MAS’ Investor Alert List;

● the information and materials you provide in connection with the use of the Services are true, complete, lawful and accurate, and are not false, misleading or deceptive;

● you shall fulfill all of your obligations to your Buyers and will resolve all disputes with your Buyers;

● you shall not use the Services to defraud us, our Affiliates or any other person;

● you shall not use the Services for the benefit of, or in connection with, a country, organisation or person subject to Sanctions;

● you shall not use the Services to provide remittance or domestic/cross-border money transfer services;

● you shall not use the Services to facilitate money laundering, terrorist financing and/or other unlawful activities, nor any activities that will give rise to money laundering, terrorist financing, Sanctions violation or other regulatory risks to us;

● you shall not work around any of the technical limitations of the Services or enable a disabled or prohibited function that interferes, destroys, modifies or otherwise affects the normal operation of the Services (e.g. transmit any viruses, Trojan horses or other harmful code);

● you shall not copy, reproduce, republish, upload, post, transmit, resell or distribute in any way, any data, content or any part of the Services;

● you shall not reverse engineer or attempt to reverse engineer the Services (unless expressly permitted by law);

● you shall not transfer any rights granted to you under this Agreement unless prior written consent has been obtained by us; and

● you shall not intentionally expose us and/or our Affiliates, and their respective officers, employees directors, contractors, partners, agents, subcontractors, representatives etc., to undue risk or otherwise engage in activities that we determine to be harmful to our Services, operations, reputation or goodwill.

11.2. You undertake and warrant that all your representations and warranties in this Agreement will be fulfilled and remain true and correct at all times. In the event any of them become unfulfilled, untrue or incorrect, you will promptly inform us of the same and rectify the situation to our satisfaction (without prejudice to any other rights or remedies available to us).

12. Your Relationship with Your Buyers

12.1. You may only use the Services for legitimate Transactions with your Buyers and are responsible for your relationship with them. This includes:

● identifying and verifying the identity of your Buyers, as required by Applicable Laws and providing such information of the Buyers and the Buyers’ Transaction information to us upon request, to the maximum extent permitted by Applicable Laws;

● determining your Buyers’ eligibility and authority to enter into and complete a Transaction. As we would not have any visibility on knowing whether a Transaction is accurate, complete, or typical for your business, you are responsible for knowing whether a Transaction initiated by your Buyer is erroneous (such as a Buyer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, please contact your Buyer before fulfilling or completing the Transaction; and

● complying with all Network Rules, including accepting payments using payment card for bona fide legal commercial transactions between you and your Buyers for products and/or services that are free of liens, claims and encumbrances.

12.2. You shall comply with all know-your-client requirements and other relevant anti-money laundering and counter-financing of terrorism obligation measures which you are subject to under all Applicable Laws.

12.3. You shall obtain representations and warranties from your Buyers regarding the following:

a) no part of the funds used by your Buyers to acquire the products and/or services through the Platform shall be, directly or indirectly derived from, or related to, any activity that may contravene any applicable laws, including anti-money laundering laws and regulations;

b) no receipt of funds from your Buyers (and thereafter remittance to you) shall cause us to be in violation of any applicable laws, including anti-money laundering laws; and

c) no Buyer is subject to any sanctions or similar prohibitions imposed by any regulator.

12.4. You shall remain fully responsible to the Buyers for the products and/or services sold to the Buyers and the operation, management and administration of associated services you provide to the Buyers. You shall be responsible for handling, answering, administering and resolving complaints from and disputes with the Buyers in relation to the Transactions and shall indemnify and defend PIPO against any and all Losses arising out of or in connection with any such complaint or dispute.

12.5. You are solely responsible for any Losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services. Even if we work with you to assist you or law enforcement authorities in recovering lost monies, we will not be liable to you, or responsible for your financial Losses or any other consequences of such fraud.

13. Payment Instructions and Processing

13.1. You agree that Third Party PSP(s) may be used as the channel(s) to settle Balance Transaction Monies from the Buyers, to transfer Balance Transaction Monies held in your E-Wallet to Payees, the Platform Provider or your Designated Settlement Account(s), and acknowledge that we may enter into separate agreement(s) (each, a “PSP Agreement”) with one or more of the Third Party PSPs to appoint such Third Party PSP(s). You undertake to do all things necessary (including entering into the requisite agreements with the Third Party PSP (where applicable)) in order to allow the relevant Third Party PSP to process and settle any of the foregoing transactions, including:

(a) providing the necessary information and documents to the Third Party PSP; and

(b) granting the required rights, licenses and permissions to the Third Party PSP to allow it to perform its payment processing services.

13.2. You agree and acknowledge that we shall not be liable for any Losses to you arising from any actions or omissions of the Third Party PSPs (including any failure on the part of any Third Party PSP or breach by any Third Party PSP of the PSP Agreement). You agree and acknowledge that we shall have the sole and absolute discretion in determining whether and how we shall exercise or enforce our rights against the Third Party PSP (whether arising in contract, tort, equity or otherwise), and we shall have no obligation towards you in connection thereto.

13.3. You agree and acknowledge that we shall not be liable to you for any defaults in payment by a Buyer or any Third Party PSP and that the Third Party PSP is not our agent under any circumstances.

13.4. You undertake to promptly reimburse us, upon request by us, for any over-payments made by us to you in respect of any Balance Transaction Monies, failing which we shall be entitled, and you authorize us, to withhold an amount representing such reimbursement from subsequent settlements to be made to you.

13.5. We shall have the sole and absolute discretion to determine whether or not to proceed with the settlement with you in each payment cycle or upon a withdrawal instruction (where applicable) and to the extent permitted by the Applicable Laws, may refuse to act and shall not be obliged to give reasons for such refusal. We shall not be liable to you for any loss arising out of or in connection with our not proceeding with the settlement, or omitting to notify you of such refusal, except where this is due to any fault or negligence on the part of us. In particular, we may refuse to proceed with settlement in any of the following circumstances:

(a) the settlement is or would be, in our opinion, in violation of any Applicable Laws or any relevant anti-money laundering and counter-financing of terrorism policies and procedures of PIPO;

(b) when you fail to comply with your obligations under Clause 11 (Merchant Representations and Warranties) or Clause 12 (Your Relationship with Your Buyers);

(c) PIPO does not actually receive the Balance Transaction Monies or any other monies in such amount and/or in such currency due to a default of the Buyer or the default of any third party payment gateway or other Third Party PSP; and

(d) where you do not have sufficient Revolving Balance in your E-Wallet, in which case we may use such settlement amount (or part thereof) to make up the shortfall.

14. Term, Suspension and Termination

14.1. We will be entitled to suspend or withdraw your right to use any Service, or to cease or suspend any Service provided to you, where:

● we have reasonable grounds to suspect that you are in breach of any of your representations, warranties, obligations or any provisions under this Agreement;

● your failure to comply with Clause 11 and 12;

● your failure to provide information and documents to our satisfaction upon request;

● you are in breach of this Agreement (including without limitation not having sufficient Revolving Balance in your E-Wallet) and have failed to remedy such breach within 3 Business Days or such period of time as we may specify;

● we have determined that you do not or no longer satisfy our merchant due diligence and compliance procedure(s) mentioned in Clause 4.2 above in respect of the Service; or

● your account with the Platform Provider has been suspended or terminated.

14.2. This Agreement is effective upon the date you first access or use any Services and continues until terminated:

● by us for convenience upon 2 months’ written notice to you;

● by us with immediate effect, if we are notified by the Platform Provider that you have ceased to be a Merchant on the Platform;

● by us with immediate effect, if you fail to comply with Clause 11 (Merchant Representations and Warranties) and Clause 12 (Your Relationship with Your Buyers) or fail to provide any information or documents upon request;

● by us with immediate effect, if we determine, in our absolute and sole discretion, that you are not eligible to use the Services because of the risk presented to us (including, but not limited to, fraud), you are unable to satisfy our know-your-customer and anti-money laundering checks)

● you become insolvent or you are subject to a change of control; if you commit a material breach of this Agreement and if such a breach if remediable, a failure to remedy such breach within 5 Business Days of you being notified of the breach;

● by us with immediate effect, if you commit a material breach of this Agreement (including without limitation not having sufficient Revolving Balance in your E-Wallet) and if such a breach is remediable, a failure to remedy such breach within 5 Business Days of you being notified of the breach or such period of time as we may specify;

● by us with immediate effect, if we, in our absolute and sole discretion, determine that (a) we do not possess the relevant licenses, permits, authorizations, approvals and/or regulatory statuses to provide the Services to you, or (b) our continued provision of the Services to you would or would likely cause us to be in breach of the Applicable Laws;

● by us with immediate effect, if we are requested or directed to do so by a governmental or regulatory body or authority (such as MAS);

● in accordance with Clause 4.7; or

● in accordance with Clause 19.10 (Force Majeure).

14.3. Our termination of the Services provided to you does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination of the Services provided to you, you agree to:

● complete all pending Transactions; and

● stop accepting new Transactions.

14.4. Upon termination of the Services provided to you, you understand and agree that:

● all Fees and any other financial obligation incurred by you through your use of our Services prior to termination must be paid to us within 3 Business Days from the date of termination of this Agreement;

● all licenses granted to you by us under this Agreement will cease;

● we reserve the right (but have no obligation) to delete all of your information stored on our servers; and

● we reserve the right to refund or otherwise return amounts that have been collected from Buyers by us but not paid out to you, in the event that we are unable or unwilling to make payments to you as a result of concerns relating to fraud, insolvency, anti-money laundering or other regulatory or legal requirements.

● we reserve the right to deduct or withhold (or may instruct any relevant Third Party PSP to withhold) the Balance Transaction Monies to be settled with you to compensate us, the Platform Provider and/or any affected users of the Platform Provider or other third parties if we suspect you have (i) abused coupons, vouchers or other promotional discounts to third parties and/or encouraging their use in a manner inconsistent with normal use); (ii) intentionally delivered empty or incomplete parcels to Buyers (fulfilment fraud); (iii) engaged in any off-platform transactions; or (iv) breached this Agreement, the Merchant Terms of Service for TikTok Shop, any TikTok Shop Policies and applicable laws and, as a result of such breach, us, the Platform Provider, a user of the Platform Provider or a third party has suffered loss or damage.

14.5. You understand and agree that we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information.

14.6. We will remit all remaining monies owed to you by us within 15 Business Days from the date of termination of this Agreement. You agree that we shall make deductions from all remaining monies owed to you by us should you fail to fulfil any of your obligations set out above upon termination of the Services (which may include collection agency fees, attorneys’ fees, any applicable interest and other related costs).

15. Intellectual Property

15.1. We and our licensors exclusively own all rights, title and interest in all Intellectual Property in the Services. Our Intellectual Property is protected by copyright, trade secret, patent and other Intellectual Property laws. Nothing hereunder grants you any license, transfer, assignment of our Intellectual Property.

15.2. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and us.

16. Confidential Information

16.1. You may use Confidential Information solely to perform your obligations or exercise your rights under this Agreement.

16.2. You will not disclose, or permit to be disclosed, Confidential Information to any third party without our prior written consent, except that you may disclose Confidential Information solely to your employees, Affiliates, agents or professional advisers who have a need to know and who are bound to keep that information confidential under confidentiality requirements consistent with this Agreement. You may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, you give us as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with Clause 16, you take into account our reasonable requests in relation to the content of such disclosure.

16.3. You agree to exercise due care in protecting Confidential Information from unauthorised use and disclosure, and at a minimum will use at least the degree of care a reasonable person would use.

16.4. You agree that we may disclose any information relating to you, the Buyers and the Transactions (whether or not such information amount to Confidential Information) to our Affiliates (including the Platform Provider) and Third Party PSPs for purposes of providing the Services to you, provided that our Affiliates and Third Party PSPs (a) need to know such Confidential Information for the purpose of us performing the obligations hereunder, (b) are informed by us of the confidential nature of such Confidential Information and (c) agree to act in accordance with Clause 16.

16.5. The foregoing obligations shall not apply to any information that:

● was in the public domain at the time it was communicated to you by us;

● entered the public domain after the time it was communicated to you by us through no fault of yours;

● was in your possession free of any obligation of confidence at the time it was communicated to you by us;

● was rightfully communicated to you free of any obligation of confidence after the time it was communicated to you by us;

● was developed by your employees or agents independently of and without reference to any information communicated to you by us; or

● is expressly permitted to be disclosed under the terms of this Agreement.

16.6. The obligations set forth above in Clause 16 (Confidential Information) shall apply equally to us.

16.7. Notwithstanding the foregoing, you expressly agree that we may disclose any information relating to you, the Buyers and the Transactions (whether or not such information amount to Confidential Information) to the extent such information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, and we shall not be obliged to notify you of such disclosure.

17. Data Protection

17.1. Please refer to our Privacy Policy (which we may update from time to time) which explains how and for what purposes we collect, use, retain, disclose and safeguard Personal Data that you provide to us.

17.2. To the extent that you process any Personal Data received from us, you agree that you shall:

● be compliant with all applicable data protection laws with respect to any Personal Data provided by us to you;

● not knowingly perform your obligations under this Agreement in such a way as to cause us to be in breach of any of our obligations under applicable data protection laws; and

● provide such information as may reasonably be requested by us from time to time concerning the measures that you have taken to ensure compliance with your obligations under this Agreement and under applicable data protection laws.

17.3. To the extent that we process any Personal Data received from you or on your behalf, we will provide you with reasonable cooperation and assistance in relation to any complaint or request made in respect of any Personal Data processed by us in connection with the Services, including by forwarding to you details of the complaint or request, providing you with any Personal Data relevant to the complaint or request, and taking steps to correct any errors in the Personal Data we hold in relation to a person making a complaint or access or correction request, within a reasonable timeframe.

18. Limitation of Liability and Indemnity

18.1. Our Services are provided on an “as is” “as available” basis, and are subject to:

● availability of resources;

● geographic and technical capability of communication networks including that of the Platform Provider; and

● you meeting the technical requirements for accessing the Platform from time to time.

18.2. You understand that we and/or our Affiliates make no guarantees to you regarding Transaction processing times or payout schedules. Except as expressly provided for in this Agreement, we make no other representations or warranties of any kind, express or implied, including without limitation no representation or warranty (a) that the Services will meet your requirements or business needs; (b) that the Services will always be available, accessible, uninterrupted, timely, secure, or operate without error; (c) of the accuracy, reliability or correctness of any data provided through the Services; (d) that we will correct any defects or errors in the Services, API, or our data; and/or (e) that the Services are free of viruses or other harmful code.

18.3. Nothing in this Agreement shall operate to exclude or limit either Party’s (or that Party’s employees’ or agents’) liability for: death or personal injury resulting from negligence; fraud, deceit or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by the Applicable Laws.

18.4. You agree and acknowledge that, notwithstanding Clause 7 (Unauthorised Use of the Service) and to the maximum extent permitted by the Applicable Laws, neither us nor any of our agents, representatives, Affiliates, holding companies, subsidiaries, employees, officers, directors, service providers, and subcontractors will be liable for any Losses you may incur or suffer from or as a result of:

● your system or device not working properly during your use of the Services;

● your failure to provide us with all necessary information and render all necessary assistance and cooperation to us for us to provide you with our Services.

● our actions or inactions for compliance with the Applicable Laws (including anti-money laundering and countering the financing of terrorism laws and Sanctions), or an order or a request from a governmental or regulatory body or authority;

● interruptions to or cessation of the Services;

● any bugs, viruses, harmful code, or unauthorised access of servers, infrastructure in connection with the Services;

● the illegal conduct of others;

● your use of the Services for any activities that are not compliant with the Applicable Laws, our policies and procedures that have been made available to you, or agreements that you have with the Platform Provider; or

● your inability to use the Services due to reasons within your sphere of control.

18.5. You acknowledge and agree that the use of our Services will not create any liability on our part in respect of the supply of products or services by you to a Buyer and you will remain directly liable in relation to such supply.

18.6. You agree that under no circumstances will our liability to you exceed the aggregate of the amount of fees paid by you to us during the 12-month period immediately preceding the event that gave rise to your claim for damages.

19. Miscellaneous

Governing Law and Dispute Resolution

19.1. This Agreement, its subject matter and its formation, are governed by the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding existence, validity or termination of this Agreement, shall be referred to and finally resolved by arbitration administered by the SIAC in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English

Entire Agreement

19.2. You agree that this Agreement constitutes the entire agreement between you and us and supersedes all previous agreements, understandings and arrangements between you and us, whether in writing or oral, in respect of its subject matter. This Agreement may be executed in English and other languages. If there is any conflict, the English version of this Agreement shall prevail.

Conflict

19.3. If there is any conflict or ambiguity between the terms of this Agreement and the Merchant Terms of Service for TikTok Shop, this Agreement shall prevail with respect to the inconsistency.

Waiver

19.4. A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by us in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.

Severance

19.5. If a court or any other competent authority finds any provision of this Agreement (or part of any provision) to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Assignment and Subcontract

19.6. We may assign our rights or obligations or subcontract our obligations to a third party. You may not assign your rights or obligations or subcontract your obligations to a third party without our prior written consent. Should we provide our consent, the third party must provide reasonable information and assistance to us to satisfy our know-your-customer and anti-money laundering checks and requirements before using our Services.

Third Party Rights

19.7. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person (other than as expressly set out in this Agreement) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, or by virtue of the Contracts (Rights of Third Parties) Act 2001 of Singapore.

No Partnership

19.8. Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way.

Notices

19.9. All notices to us (apart from notices related to data-related inquiries or complaints which should be resolved in accordance with our Privacy Policy) must be sent via a message through the Platform Provider. You acknowledge and agree that all notices in connection with this Agreement to be sent to you will be sent to you via a message through the Platform Provider. Any notice shall be deemed to have been duly received the next Business Day following the notice being communicated.

Force Majeure

19.10. Neither Party will be liable to the other or deemed to be in breach of this Agreement by reason for any delay in performing its obligations to the extent that delay is caused by a Force Majeure Event, provided that the Party immediately notifies the other and takes reasonable and expedient action to resume performance of the affected obligations. If a Force Majeure Event prevents, hinders or delays the performance of obligations for a continuous period of more than 30 calendar days, the Party not affected by the Force Majeure Event may terminate this Agreement by giving 5 Business Days written notice to the other Party.

Headings

19.11. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise meaning or interpretation of this Agreement.

Schedule 1 – Disclosure for the purposes of paragraph 18(b) of MAS Notice PSN07

PIPO works with a large number of Third Party PSPs in order to provide efficient cost effective currency conversion services and we may not be able to provide you with the actual or reference market rate information prior to conversion of a payment request or receipt because this would be offered and determined by the Third Party PSPs instead. In such event where the applicable exchange rate is not available at the point of transaction, it will be determined by the relevant Third Party PSP at a later date.

Schedule 2 - Guidelines

Monetary Authority of Singapore

E-PAYMENTS USER PROTECTION GUIDELINES

[Amendments to take effect on 5 September 2020¹]

¹ This version of the E-Payments User Protection Guidelines indicates the amendments which will take effect on 5 September 2020. It has been published in advance to facilitate implementation by the industry.