Alipay Service Contract – Service Application Form

This Agreement is entered into between Alipay and Merchant (details of which are set forth as below), which shall be effective from the Effective Date to the expiry of 12 calendar months, which may be renewed in accordance with this Agreement:

A)MERCHANT’S INFORMATION:

(Selected Items are Ticked With ) / MERCHANT
Legal name: / insert legal name
Registered Address of incorporation: / insert detailed registered address of incorporation
Principal business: / insert descriprion of principal business
Product category: / insert description of product type
PID Email Address: / insert email address
Contact details for serving notices:
Address for notices (street, city, state, country, zip code): / insert business address
Contact name: / insert name of authorized person who will receive notice on behalf of MERCHANT, e.g. Director, Officer, General Counsel
Contact title: / insert title
Telephone Number: / insert telephone number of contact person
Facsimile Number: / insert facsimile number of contact person
Email address: / insert email address of contact person
Bank Account Information
Beneficiary bank name: / insert bank name
Beneficiary bank address: / insert bank address
Account holder name: / insert account holder name
Account number: / insert account number
SWIFT Code: / insert SWIFT Code
IBAN: / Insert IBAN
Settlement Currency[1]: / Insert local legal tender of the territory where Alipay Service is accessed
Service Option:
Merchant’s Platform(s): / Merchant’s Outlet(s)
Sub-merchant’s Outlet(s)
Machine-Readable Medium / Barcode/QR code
Near Field Communication
Sonic
Checkout Funding Channel: / The Service includes Small Balance Express, Alipay Account Balance, and Online Banking (which only supports web mode). Please elect Express Checkout by inserting a tick in the box below:
Express Checkout
Settlement Option:
Settlement Service / Settlement at T+1 (for Spot Payment only)
*Please insert Settlement Threshold,
(if any) USD 100,______
Reserve Against Refund (if any) / [,insert amount of Reserve Against Refund]

B)ALIPAY’S INFORMATION:

ALIPAY
Legal name: / Alipay.com Co., Ltd.
Contact details for serving notices:
Address for notices: / 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Contact title: / Lead International Counsel, Alipay
Telephone Number: / +852 2215 5100
Facsimile Number: / +852 2215 5200

Merchant agrees to provide (and shall procure its sub-merchant to provide, if and where appropriate) a copy of valid and effective business license (or its equivalent under applicable jurisdictions) or certain background information upon Alipay’s request and grant permission and authorization to Alipay and its Affiliates and representatives to verify, receive, exchange and obtain business credit and other information as part of this application and for due diligence purpose (including the circumstance of renewal in accordance with this Agreement), the failure ofcomplying with the foregoing obligations shall be deemed as a material breach under this Agreement. By signing this Agreement (or in the event an electronic version of this Agreement is made available online, by clicking the button “I Agree” or similar button, registering, accessing or using our Services), Merchant agrees that it is entering into a legally binding agreement with Alipay and Merchant agrees to accept the terms and rules set out inSchedule A - “Alipay Service Fee and Settlement”, Schedule B - “Alipay Service Terms and Conditions” and Schedule C - “Alipay Operating Rules” attached hereto and certifies that all information contained in this application and other documentation submitted in support of this application, including, among others, copy of the business license, are complete, true and correct.

This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement and any Party hereto may enter into this Agreement by executing a counterpart. This Agreement may be signed by facsimile or email and in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

In WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the Effective Date.

Alipay: / Merchant:,
Stamp:
______/ Signature:
______
Name:,
Title:,
Date: / Date:,

Alipay Service Contract (Overseas Merchant for Spot Payment) – 2015.06.04

1

Schedule A

ALIPAY SERVICE FEE AND SETTLEMENT

  1. Service Description. Alipay processes Payments from Alipay Users on behalf of Merchant for purchase of Products and provides ongoing technical support for Alipay Users (“Alipay Services”). Upon successful verification of the Machine-Readable Medium as presented by Alipay Users for the purpose of making Spot Payment regarding any relevant Transaction intended to be entered into offline between Alipay Users and Merchant, and subject to the deduction of any applicable Service Fee herein, the amount paid will be shown as “credited’ in the record of Merchant under the personal identification number allocated by Alipay. All risks and responsibilities in relation to the Payment shall be addressed and shouldered by the Alipay User and the Merchant.
  1. Fee Calculation
  1. Service Fee.% of the Transaction Value from the Effective Date to dd/mm/yy(inclusive), and afterwards % of the Transaction Value.Merchant authorizes Alipay to deduct such Service Fee from the Transaction Value to be settled with Merchant, and such Service Fee payable to Alipay by Merchant under the Agreement shall be exclusive of Taxes that may be levied by any applicable jurisdiction. Monthly Transaction Value shall not include any Refunds

Service Fee is not refundable, unless either situation described below occurs:

(i)If Alipay charges Merchant more than the Service Fee set forth above, Alipay will return the additional Service Fee charged to Merchant as soon as practicable.

(ii)If Alipay charges Merchant less than the Service Fee set forth above, Merchant authorizes Alipay to deduct directly the amount of outstanding Service Fee from the To-be Settled Fund.

  1. Settlement Fee. In accordance with the Settlement Options Merchant selected in the Service Application Form, Settlement Fee will be charged as follows:

(i)Settlement per Period / (ii) Settlement per Amount / (iii) Settlement at T+1
Daily - Settlement Fee: USD$4500/year
Weekly - Settlement Fee: USD$500/year
Monthly - Settlement Fee: USD$200/year
Quarterly - Settlement Fee USD$100/year
/ No Settlement Fee / No Settlement Fee

If Merchant elects Settlement by Period option, Merchant shall pay the fee for Settlement into Alipay’s bank account as below within 10 working days from the Effective Day and any of its anniversary where this Contract is renewed:

Name of Alipay’s bank / Name of account holder / Account number / SWIFT code
CHINA MERCHANTS BANK HANGZHOU BRANCH / Alipay.com Co., Ltd. / 571904478210901 / CMBCCNBS281
  1. Alipay Settlement Process

Alipay shall remit the Settlement Fund payable to Merchant to the bank account of Merchant listed in the Service Application Form. Merchant shall bear the relevant losses arising from the incorrect information of its bank account.

  1. Incidental Fee for Fund Transfer. Any fees charged by beneficiary banks or intermediary banks for transferring the Settlement Funds to the bank account of Merchant, except for fees charged by Alipay’s paying bank, shall be borne by Merchant.
  1. Provision of Information. Upon Alipay’s receipt of the payment from the Alipay User with respect to each Transaction, Alipay will immediately issue an initial notice confirming such receipt of payment to Merchant. After 2:00am of each day, Merchant can inquire and download a list of the recorded Transactions pertaining to the preceding day which are associated with Merchant and for which payments have been made by Alipay Users. Such list is the basis for calculation of the amount of Settlement Fund. If there is any transaction recorded on the List but no transaction notice pertaining to the transaction has been received by Merchant, the delivery of products for that Transaction shall be made in accordance with such list.
  1. Netting-Off of Service Fee and Reserve Against Refund (if any). Merchant hereby authorizes Alipay to carry out the withholding of the Service Fee and Reserve Against Refund (if any), all of which will be netted off from the Transaction Value to be settled with Alipay.
  1. Refunds.

(i)If any Refund to Alipay Users is required by Merchant’s after-sale service policy or Merchant notifies Alipay Users that it will make a Refund, Merchant shall effectuate such Refund in a timely manner.

(ii)Merchant authorizes the amount of Refund to be deducted from the To-be settled Fund including Reserve Against Refund for its purposes hereunder and returned to the Alipay User by Alipay in accordance with Merchant’s instruction.

(iii)If Merchant's To-be settled Fund including Reserve Against Refund is not sufficient to pay the Refund, Alipay will be entitled to process the Refund after the To-be settled Fund including Reserve Against Refund satisfies the amount of the Refund.

(iv)Alipay shall not charge any Service Fee in respect of its deduction of Refund from Merchant's To-be settled Fund or Reserve Against Refund. Any Service Fee already deducted upon Alipay’s collection of Payment is not refundable.

(v)Alipay only accepts Refund instructions from Merchant within 90 days from the date of any transaction, except for air travel products (for example, air ticket) agreed by both Parties, where a refunding period of 365 days is applicable.

  1. Settlement Per Amount. If Merchant elects the “Settlement Per Amount” option, Alipay shall complete the relevant formalities of remitting the Settlement Fund in the elected Settlement Currency to Merchant’s bank account as provided in the Service Application Form at an exchange rate to be determined by Alipay according to Alipay’s standard procedure under the applicable laws within two (2) Working Days from the date on which Merchant's To-be settled Fund aggregates to Settlement Limit set forth in the Service Application Form.
  1. Settlement Per Period. If Merchant elects the “Settlement Per Period” option, Alipay shall complete the relevant formalities of remitting the Settlement Fund in the elected Settlement Currency to Merchant’s bank account as provided in the Service Application Form at an exchange rate to be determined by Alipay according to Alipay’s standard procedure under the applicable laws within two (2) Working Days from the last day of each Settlement Period and if such To-be settled Fund aggregates to Settlement Threshold (if applicable) set forth in the Service Application Form.
  1. Settlement at T+1. This settlement option applies only to Spot Payment. Alipay shall complete the relevant formalities of remitting the Settlement Fund in the elected Settlement Currency to Merchant’s bank account as provided in the Service Application Form within one (1) Working Days from the last day of each transaction day and if such To-be settled Fund aggregates to Settlement Threshold (if applicable) set forth in the Service Application Form.
  1. Delay in Settlement. If Merchant fails to receive any Settlement Fund within a reasonable period and requests Alipay to inquire the issue with Alipay’s paying bank with the relevant bank reconciliation statement, Alipay shall deliver a written explanation of the specific reason for Merchant's failure to receive the payment within three (3) Working Days after receiving such request from Merchant, and provide Merchant with reasonable cooperation and assistance as required to resolve the issue.
  1. Rules for “Express Login”. If Merchant elects “Express Login”, Merchant shall comply with the following rules:
  1. Merchant acknowledges that Alipay’s Platform must be able to identify and process the information in Chinese in order to support the Express Login Service. If the failure of Merchant’s Platform to identify and process information in Chinese results in the inability to use the Express Login Service, Alipay shall not be deemed to be in breach of contract.
  1. Merchant shall not provide Alipay Users with any payment solutions other than Service, during the period that an Alipay User remained logged-in status via Express Login on Merchant’s Platform. In the event Merchant breaches the above obligation and such breach has not been cured within five (5) days after Merchant receives written notice from Alipay, Alipay is entitled to immediately and unilaterally terminate to provide the Express Login to Merchant without bearing any liability.
  1. Rules for “Express Checkout”.
  1. As to “Express Checkout Service”, types, issuing banks and payment limit (whether per Transaction or per day) of the credit card and/or debit card may be adjusted by Alipay from time to time. Alipay is entitled to suspend or terminate, with reasonable notice period, the provision of “Express Checkout” service to Merchant, or lower the Express Checkout payment limits for Alipay Users in accordance with the requirements of risk prevention at Alipay’s sole discretion.
  1. If an Alipay User claims that an Unauthorized Payment or otherwise or fraudulent Transaction is made via Alipay’s Platform, Merchant shall comply with the following rules:

(i)Merchant shall provide (and shall procure its sub-merchant to provide, if and where appropriate)relevant proofs to prove that Merchant has properly delivered or rendered the goods or provided services with respect to the order of the Transaction. The proofs include but are not limited to logistics certificate, shipping certificate, receipt, address, name and contact information of the recipient; as well as product names and prices. The specific type of the proof is subject to the nature of the Products and shall be reasonably enough for its purpose. If Merchant (or its sub-merchant, if and where appropriate) fails to provide such proofs or proofs provided by Merchant (or its sub-merchant, if and where appropriate) are not considered by Alipay to be adequate or the Unauthorized Payment is due to Merchant’s (or its sub-merchant’s, if and where appropriate) willful default or negligence, Merchant shall reimburse Alipay the fund that Alipay settled with Merchant regarding the Transaction in question.

(ii)In the event that the accumulative amount of Unauthorized Payment completed via Express Checkout accounts for 1/1000 of the total Transaction Value of transactions completed via such Express Checkout in each of three (3) consecutive months, Alipay is entitled to remove the Express Checkout service to Merchant without further notice.

(iii)In any single calendar month, if the accumulative amount of Unauthorized Payment made via Express Checkout accounts for 1/100,000 of the total Transaction Value of transactions completed via such Express Checkout, Merchant shall, upon Alipay’s request, cooperate with Alipay to jointly mitigate the risks of the relevant Transactions. In the event that Merchant fails to adopt the precaution measure as requested by Alipay within 30 days of receipt of Alipay’s notice, Alipay is entitled to remove the Express Checkout service to Merchant without any further notice.

(iv)Alipay may incur reimbursement obligation towards Alipay User as a result of Unauthorized Payment. If the total Service Fee charged to Merchant for the same calendar month is less than the amount Alipay shall have reimbursed Alipay User as a result of such Unauthorized Payment, Merchant agrees to indemnify Alipay for the shortfall (i.e. the reimbursement amount to be paid to Alipay User - total Service Fee charged to Merchant for the month) and authorizes Alipay to deduct from To-be settled Fund including Reserve Against Refund.

Schedule B

ALIPAY SERVICE TERMS AND CONDITIONS

Alipay Service Contract (Overseas Merchant for Spot Payment) – 2015.06.04

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In consideration of the mutual covenants and agreements contained in this Agreement, Merchant and Alipay (each a “Party” and collectively the “Parties”) agree, as follows:

  1. Definition. Capitalized terms shall have the meaning set out in Schedule D unless the context requires otherwise.
  1. Alipay Service. Alipay will provide Merchant certain service as described in Schedule A. The Parties shall perform and comply with their respective responsibilities set forth in this Agreement.
  1. Payments and Billings. In consideration for Alipay providing the Alipay Service to Merchant in accordance with the terms of this Agreement, Merchant will pay Alipay a fee as set forth in Schedule A. Alipay reserves the right to adjust such fees upon thirty (30) days prior written notice.
  1. Representations and warranties

Each Party makes the following representations and warranties to the other Party, and acknowledges that such other Party is relying on these representations and warranties in entering into this Agreement:

  1. The Party:

(i)is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;

(ii)is properly registered to do business in all jurisdictions in which it carries on business;

(iii)has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business;

(iv)has the corporate power, authority and legal right to execute, deliver and perform this Agreement and to carry out the transactions and its obligations contemplated herein; and

(v)is entering into this Agreement in its own capacity for its own account and is not acting as a nominee or agent of any other third party.

  1. This Agreement has been duly executed and delivered by the Party and constitutes the valid and binding obligation of the Party, enforceable in accordance with its terms. Except as otherwise stated in this Agreement, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the Party in order to enter into this Agreement and perform its obligations.
  1. Neither the execution and delivery of this Agreement nor the consummation by the Party of the transactions contemplated herein will (i) conflict with the certificate of incorporation or by-laws (or similar corporate document under applicable laws) of the Party or (ii) violate any judgment, decree or order or statute, rule or regulation applicable to the Party.
  1. There is no litigation, proceeding or investigation of any nature pending or, to the Party’s knowledge, threatened against of affecting the Party of any of its Affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement.
  1. The Parties will comply with laws applicable to the operation of its business and provision of services by it under this Agreement.
  1. Compliance with law.
  1. In order for Alipay to satisfy its obligations and to comply with the relevant requirements under applicable laws and regulations, Merchant shall, upon reasonable request by Alipay, share information (including transaction information) with Alipay from time to time and Alipay is authorized by Merchant to present the relevant information to regulatory authorities and cooperative banks for examination and verification as necessary.
  1. In accordance with its anti-money laundering, anti-fraud, and other compliance policies and practices, Alipay may impose reasonable limitations and controls on Merchant’s or Alipay User’s ability to utilize the Alipay Service.