1.1 Access and Use

a) Trial Services shall be available to the Client until the earliest of: (a) the end of the Trial Term; (b) the start date of the Regular Subscription of the same service; (c) termination by Cartera, at any time, in its sole discretion; or (d) termination of the Trial Services access and use by the Client. Additional terms and conditions, including Supplemental Terms, may apply to Trial Services and Client agrees any such additional terms and conditions are incorporated into these Terms and Conditions by reference and are legally binding.

b) In using the Trial Services, Cartera waives its One-Time Set-Up Fee and Monthly Minimum Fee and the Client shall only be charged of the following after the Trial Term:

b.1) Wallet transactions - Fee for the scan QR transactions of mobile application users at 1% of actual transaction value or amount.

b.2) Loyalty transaction - Fee for any points awarded to users at Php 0.20 for every points awarded to users.

b.3) Actual SMS and e-mail costs - for application notifications for Php 0.40 for SMS and Php 0.35 for e-mail.

Above fees are VAT exclusive except for the cost of SMS and e-mail. Corresponding tax filing, if any, shall be the responsibility of each Party.

c) The Client will be able to use the Trial Services with no further integrations or other connections to any of its systems, software or environment. Cartera shall provide the Client with its access credentials to the Trial Services in a separate e-mail including the (a) Client’s Invitation Code as a merchant identifier which the end-consumer or customer has to input in the Cartera-branded mobile application; (b) username and passcode for the back-end wallet and loyalty dashboards for the Client’s back-office to monitor mobile app payments and configure loyalty program parameters; (c) Quick Response (QR) code for one (1) store / station or branch of the Client which the end-consumers or customers will use to scan to pay in app.

d) Cartera shall open, elect, nominate and maintain all transactions related to the micro payment services of the Trial Services for all its Clients under the Trial Services in a settlement account with the default settlement bank. Any transaction of value arising from and out of its use and access shall be managed by Cartera through such separate account set-up for transaction settlement. Cartera and/or the settlement bank shall be solely responsible in maintaining monetary values and controlling transaction flows. We shall not be responsible for any act of by or an outside party directed to the settlement bank which may have direct or consequential effect on the settlement account. Cartera shall settle all transactions including those of its stations, branches to the Client’s nominated settlement account less the funds transfer cost of Fifty Pesos (Php 50.00) within seven business days (7) after the termination of these Terms and Conditions in accordance with Section 1.2 Termination. The Client shall then be responsible to settle the transactions to each of its stations or branches.

e) Concerns or issues on the Trial Services can be e-mailed to partnerships@cartera.com.ph. Cartera shall use commercially reasonable efforts to resolve an issue within its control either through a permanent fix or a workaround with respect to the Services with or without notice to the Client.

1.2 Termination

a) The Client can roll-over to a Paid, Regular Subscription through a separate agreement with Us in which a different pricing from the Trial Services may apply. Cartera shall have no obligation to provide the Service or any extension thereof to the Client after the Trial Term.

b) b) For up to ten (10) days from the effective date of termination of the Trial Services, the Client is permitted to continue to access and download its personal data immediately prior to termination. The Client’s access and use will continue to be subjected to the terms set forth herein provided that the Client shall not access or use the Platform other than to download its personal data. Failure to disembark the Client’s personal data will lead to irreversible loss and is the responsibility of the Client.

2. THIRD-PARTY PROVIDERS

A third-party hosting providers, other service providers and Cartera Affiliates (“Third-Party Vendors”) are employed to support the provision of the Service and support in the ordinary course of its business, i.e., not specifically for the Client. Cartera reserves the right to engage and substitute Third-Party Vendors as it deems appropriate.

3. CLIENT OBLIGATIONS & RESPONSIBILITIES

a) The Client agrees to abide by the Terms, or a subset hereof. The Client shall immediately notify us in writing of any violation of these Terms by its employees, third-party provider or users upon becoming aware of such violation, and shall be liable for any breach.

b) The Client agrees to provide supporting business documents for Cartera to validate the legitimacy of the business including bank account details for the settlement of transactions. Failure to provide the requested documents may result in suspension of access to the Trial Services without any advance notice and non-settlement of transactions to the Client. Cartera shall not be responsible for any direct or consequential losses or damages including loss of interest earnings as a result of such.

c) The Client shall be responsible for the management of its own resources, overall direction and activities related to the Service including its marketing, promotion, use and adoption of its end-users.

d) The Client acknowledges and agrees that it shall not: (a) reproduce, copy, distribute, market, resell or otherwise make available to any third party including as part of a managed services offering, disclose, reverse engineer, decode, decompile, disassemble or attempt to discover or recreate the source code, license, assign, transfer, or allow the unauthorized use or disclosure of any part or the whole of the Service; (b) enable any person or entity other than Client’s authorized users to access and use the Service; (b) attempt to gain unauthorized access to or its related systems or networks; (c) use the Service to access Cartera’s Intellectual Property Rights except as permitted under these Terms and Conditions; (1) copy ideas, features, functions or graphics, (2) develop competing products or services, or (3) perform competitive analyses; (d) remove, obscure or alter any proprietary notice related to the Service; (e) send or store Malicious Code; (f) use or permit others to use the Service in violation of Applicable Law.

e) Cartera reserves the right to investigate potential violations of the above provisions of this Section 3. In the event that Cartera reasonably believes a violation has occurred, in addition to any other remedies available at law or in equity, Cartera shall have the right to suspend the access of any users suspected of the violation and or the entire use and access of the Trial Services for so long as is reasonably necessary to address the potential violation. For avoidance of doubt, Cartera reserves the right, but does not assume any obligation to Client, to take any of the actions described in this Section.

f) The Client agrees and allows Cartera and its external auditors in accordance with Cartera being an Operator of Payment System (OPS) or an Electronic Money Issuer (EMI) supervised by the Bangko Sentral ng Pilipinas (BSP) to access any of the Client’s premises, financial information and operations and examine its personnel and relevant records during business hours as may be reasonably required in relation to the Client’s access and use of the Trial Services and promptly take the necessary corrective measures to satisfy the findings and/or recommendations by the auditors. Cartera shall provide at least five (5) business days prior written notice before the conduct of the audit or all the related requested documentation.

4. SECURITY & PRIVACY

a) Cartera acknowledges that Client has exclusive ownership over any and all of its personal information/data and such shall be responsible for (i) securing the consent of any data subject, as applicable; and (ii) fully complying with the requirements under Data Privacy Act of 2012 and other relevant laws, rules and regulations (“Data Privacy Laws”), in connection with any personal data (including Client’s personal data) provided or shared by the Client to Cartera.

b) Where the Client provides personal data (including Client’s personal data) to Us, the Client shall ensure that such personal data is accurate, complete, and lawfully processed pursuant to Data Privacy Laws.

c) Unless otherwise required by law, Cartera shall not retain possession and/or control of Client’s personal data after termination of the Client’s use and access of the Service.

d) All facilities used to store and process the Client’s personal information/data shall implement and maintain administrative, physical, technical, and procedural safeguards and best practices at a level sufficient to secure such personal information/data from unauthorized access, destruction, use, modification, or disclosure during the term of the Service. Such measures shall be no less protective than those used to secure Cartera’s own personal information/data of a similar type, and in no event less than reasonable in view of the type and nature of the personal information/data involved.

e) The Client agrees to use reasonable efforts to prevent unauthorized access or use of the Service and to promptly notify Cartera if Client believes (a) any Client access credentials have been lost, stolen or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Service or Client personal data.

f) The Client agrees and acknowledges that Cartera may process information about Client’s configuration and use of the Service, Client personal data and account data: (a) to manage Client’s account; (b) to provide and improve the Service and support (if any), including to address requests for support and troubleshoot other issues; and (c) to provide Client and authorized users insights, service and feature announcements and other reporting. Cartera may also process these data that has been aggregated and/or anonymized (including, for clarity, that does not allow a third party to identify Client as the source of the information): (i) to develop new services and features and (ii) to promote Cartera’s services, including, for example, through analyses of patterns and trends.

5. OWNERSHIP

Cartera reserves all rights not expressly granted herein including Intellectual Property Rights, over the Service, or any software, specifications, systems, source code, materials, texts, applets, subroutines, modules, codes, data, interfaces, images, photographs, videos, audio, multimedia, documentation, or any other work-product produced by Cartera, other than those expressly granted in these Terms and Conditions. This does not convey any rights of ownership in or related to the Service, its materials, or to any software, specifications, systems, source code, materials, texts, applets, subroutines, modules, codes, data, interfaces, images, photographs, videos, audio, multimedia, documentation, or any other work-product produced by Cartera, nor to any Third Party Products or software. The Client acknowledges and agrees Cartera retains the right to use any general knowledge, experience and know-how (including but not limited to ideas, concepts, techniques, methodologies, practices, and processes) acquired in the course of performing the Trial Services hereunder and incidentally retained in intangible form. If during the performance of the provisions in these Terms and Conditions, the Client suggests to Cartera any new features, functionality or performance for the Trial Services and its related systems, software, materials and other offers, and Cartera subsequently incorporates such features, functionality or performance into Cartera’s systems, software, materials or offer, such features, functionality or performance as implemented by Cartera shall be the sole and exclusive property of Cartera and shall be free from the confidentiality restrictions set forth in Section 6 (CONFIDENTIAL INFORMATION) hereof.

Upon termination of these Terms (i) all the rights granted by Us to the Client will cease immediately upon the effective date of such termination and be of no further force or effect; and (ii) the Client will promptly destroy or return to us all Confidential Information belonging to Cartera.

6. CONFIDENTIAL INFORMATION

a) As used in these Terms and Conditions, “Confidential Information” means any information in whatever shape, manner or form disclosed by one Party, its Affiliates, business partners or their respective employees, agents or contractors (collectively, the “Discloser”) that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes without limitation: (a) Client personal data; (b) information relating to the Discloser’s or its Affiliates’ technology, architecture, product roadmaps, customer’s usage data, performance data, information related to internal systems and operations, customers, business plans, promotional and marketing activities, finances and other business affairs; (c) third-party information that the Discloser is obligated to keep confidential; and (d) the terms of these Terms and Conditions. However, Confidential Information does not include any information that: (i) was known to the Party that receives any Confidential Information (the “Recipient”) prior to receiving the same from the Discloser in connection with these Terms and Conditions; (ii) is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is acquired by the Recipient from another source without restriction as to use or disclosure; or (iv) is or becomes publicly available through no fault or action of the Recipient.

b) The Recipient shall not (a) use the Discloser’s Confidential Information for any purpose outside the scope of these Terms and Conditions without the Discloser’s prior written consent or (b) disclose the Discloser’s Confidential Information to any person or entity, except to the Recipient’s employees, agents, contractors and service providers who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in these Terms and Conditions and (ii) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under these Terms and Conditions. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information to the limited extent any use or disclosure is required by Applicable Law or a valid and binding order of a governmental body (such as a subpoena or court order), provided that, to the extent permitted under Applicable Law, the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information. In the event of any breach or threatened breach by the Recipient of its obligations under this Section, the Discloser will be entitled to seek injunctive and other equitable relief to enforce such obligations.

7. DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS ALL TRIAL SERVICES, SUPPORT (IF ANY) AND ANY OTHER MATERIAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CARTERA MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO ANY SYSTEM, SOFTWARE OR OPERATIONS OF THE CLIENT. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 7, CARTERA MAKES NO WARRANTY OF ANY KIND THAT THE TRIAL SERVICES, DOCUMENTATION, ANCILLARY TOOLS OR ANY OTHER MATERIAL, OR RESULTS OF THE USE THEREOF, WILL: (a) MEET THE CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE ERROR FREE OR (e) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH THE CLIENT’S OPERATIONS. UNLESS OTHERWISE REQUIRED BY LAW, ANY CLIENT DATA AND CONFIGURATIONS ENTERED INTO CLIENT’S TRIAL SERVICE ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE TRIAL SERVICE.

8. INDEMNIFICATION

The Client agrees to defend at its expense and indemnify and hold harmless Cartera and its affiliates, directors, officers, employees, agents, successors and assigns from any and all claims, liabilities, damages, suits or causes of action of whatever nature or kind (including the cost of defending or settling any action, claim or demand), now or hereafter arising from or in connection with these Terms and Conditions including, but not limited to, (a) those resulting out of or as a consequence of the acts of the Client’s personnel, (b) those which may be instituted against Cartera, its directors, officers, employees or agents, (c) any and all losses (whether direct, consequential or special), liabilities, damages, costs and expenses which Cartera its directors, officers, employees or agents may incur or suffer arising out of or otherwise in connection with the fulfillment of these Terms and Conditions set forth herein, its personnel or any other person for whose acts, errors, omissions and frauds, the Client is vicariously liable; (d) any breach of the Client’s obligations in these Terms and Conditions, or any act of the Client constituting fraud, willful misconduct, or gross negligence; and (e) The Client’s violation of any law, rules or regulations relevant to these Terms and Conditions and/or the relationship between the Client and Cartera.

This Section on Indemnification shall survive expiration or termination of these Terms and Conditions.

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 9: (a) IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS; AND (b) IN NO EVENT SHALL CARTERA’S CUMULATIVE AND AGGREGATE LIABILITY FOR THE REGULAR SUBSCRIPTION PLAN UNDER THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE AMOUNT OF ONE THOUSAND PESOS. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE EXCLUSIONS SHALL NOT APPLY TO CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OR BREACH OF SECTION 4.D.

10. PUBLICITY

Neither Party shall, except as otherwise required by Applicable Law or stock exchange requirements, issue or release any announcement, statement, press release or other publicity or marketing materials relating to these Terms and Conditions or otherwise use the other Party’s marks or logos without the prior written consent of the other Party; provided, however, that Cartera may include Client’s name and logo in its lists of customers, its public website and other promotional material and We agree to promptly cease such uses of Client’s name and logo following Client’s request sent to Us.

11. INDEPENDENT PARTIES

Nothing in these Terms and Conditions shall constitute one party as an employee, agent, joint venture partner or servant of another. These Terms and Conditions is for the sole benefit of Cartera and the Client hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms and Conditions.

12. FORCE MAJEURE

Cartera shall not be liable or responsible to the Client, nor be deemed to have defaulted under or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term set forth herein when and to the extent such failure or delay is caused by acts of God; flood, fire or explosion; war, terrorism, invasion, riot or other civil unrest; embargoes or blockades in effect on or after the date of these Terms and Conditions; or national or regional emergency.

13. GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

14. MODIFICATIONS TO THESE TERMS AND CONDITIONS

Cartera may modify these Terms and Conditions at any time by posting a revised version in its website or through other means of notifications, which modifications shall become effective on the day such modifications are posted or sent as notification. If the Client objects to the updated Terms and Conditions, as its sole and exclusive remedy, the Client may choose to stop using the Service as set out in Section 1 of these Terms and Conditions.

15. ELECTRONIC SIGNATURES

These Terms and Conditions are signed when the Client clicks the “Agree and Accept” button. An electronic signature or electronic record of this Contract or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of these Terms and Conditions or such other ancillary agreement for all purposes.