MASTER SERVICE AGREEMENT

GCASH BUSINESS SOLUTIONS

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This Master Service Agreement (the “Agreement”) is entered into as of submission date of the signed Agreement to GCash Business Solutions by the Partner (the “Effective Date”), by and between the Parties named below who agree on the following terms and conditions:

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1. COMPANY 
   G-XCHANGE, INC., a corporation organized and existing under Philippine laws, with business address at 8th Floor W Global Center, 9^th Avenue corner 30th Street, Bonifacio Global City, Taguig City, hereinafter referred to as “Company”.
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2. ‍PARTNER
   Business Name , a  Business Structure  organized and existing under the laws of _Industry_, with office address at  [Street], [Barangay], [City], [Province], [Country] [Zip Code] , hereinafter referred to as the “Partner”.
   
   Company and Partner may individually be referred to as a “Party,” and collectively referred to as “Parties”.
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3. ‍SERVICE AND FEES 
   ‍Partner may avail of GCash Business Solutions through the GCash Business Solutions proprietary system, subject to the specific Terms and Conditions applicable thereto.
   
   Partner agrees to pay the full amount of corresponding fees and charges as stated in the relevant Terms and Conditions for the GCash Business Solution availed of.
   
   Any withholding tax deducted by the Partner from the payments due shall be evidenced by a Certificate of Tax Withheld (BIR Form No. 2307) submitted by the Partner to Company within ten (10) business days from payment thereof. Failure of the Partner to submit the required document shall entitle Company to deduct the full amount of fees and charges from the Partner’s account and/or amount due to the Partner, and to refuse any request of the Partner for the reimbursement of the withholding tax.
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4. ‍TERM
   ‍This Agreement shall remain valid from execution until terminated by the Parties in accordance with this Agreement. 
   
   Unless otherwise specified in the relevant Statement of Work (“SOW”), each SOW shall be co-terminus with this Agreement.
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5. ‍FRAMEWORK PRINCIPLE
   ‍This Agreement is intended to serve as a framework for the provision of services under one or more SOWs. Each GCash Business Solutions service shall have a specific corresponding SOW, which shall be deemed executed upon Partner’s availment and acceptance of the applicable Terms and Conditions within the GCash Business Solutions System. The Terms and Conditions for each SOW shall describe the responsibilities and obligations of the Parties specific to the GCash Business Solution availed of, and shall include the scope of work and fees.
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6. CONTACT PERSONS
   ‍All communications, notices, submissions, and other correspondence in relation to this Agreement and any relevant SOW shall be made through the following Contact Persons:

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CONTRACT AND ANNEXES‍

The Mutual Confidentiality and Non-Disclosure Agreement executed between the Parties, this Agreement, the SOW(s), and the following Annexes constitute the entire agreement of the Parties and shall govern their relationship:
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Annex 1       GCash Business Solutions - General Terms and Conditions

Annex 2       GCash Business Solutions System – Terms and Conditions of Use

Annex 3       Data Privacy Terms and Conditions under the Master Service Agreement

Annex 3-1   Schedule of Shared Personal Data

Annex 4       Fraud Handling

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ANNEX 1

GCASH BUSINESS SOLUTIONS

GENERAL TERMS AND CONDITIONS 

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1. ‍DEFINITIONS FORMING A PART OF THIS AGREEMENT
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   ‍“Applicable Laws” means the laws of the Republic of the Philippines, including but not restricted to, all laws, rules and regulations related to electronic money issuance, money remittance, mobile payments, and all applicable anti-money laundering, anti-fraud, anti-corruption and anti-bribery laws.  
   
   ‍“Claim(s)” means all claims, demands, suits, actions, losses, liabilities, assessments, judgments, damages, costs, expenses, payments, fines, charges, and penalties.
   
   “Data Subject” refers to a payee or customer of Partner or an individual whose personal, sensitive personal, or privileged information is processed. 
   
   “GCash Account” or “GCash Wallet” refers to an electronic wallet account of a registered GCash App user that stores electronic money in Philippine Peso (Php) value within the GCash system. 
   
   “GCash Business Solutions” or “Solution(s)” or “Service(s)” refers to the products and services offered by Company to enterprises and institutions to help efficiently manage their operations and grow their business such as, but not limited to, payment collections and fund disbursements; account information and liquidity management; and business growth and financial protection.
   
   “GCash for Business System” or “System” or “Platform” refers to the GXI-owned web-based channel for business enterprises that offers access to all of GCash Business Solutions in one facility. GCash Business Solutions comes with use of the GCash for Business System which can be accessed via web, mobile browser or via app.
   
   ‍“GCash for Business User Profile” means the verified user of the business of the system.
   
   ‍“GCash Merchant Wallet” refers to an electronic wallet account of a registered GCash Partner that stores electronic money in Philippine Peso (Php) value within the GCash system. It is an account that is created for Partner for purposes of availing and using “Services”. 
   
   ‍“Fraud” means an intentional deception made and/or conducted by Partner, its employees, agents, assigns, branches, and network, whether acting individually, or together, or in collusion with a third party, for his or their personal gain, profit or some unfair or dishonest advantage, or to damage Company, its subsidiaries or affiliates, relating to the processing, submission of illegitimate or fictitious transactions or abuse, not consistent with the purpose for which the Agreement, the relevant SOW, and/or transactions were intended for. Fraud also includes fraudulent activities of Customers consistent with this definition.  For purposes of this definition, Partner, its employees, agents, assigns, branches and network are assumed to be Partner’s employees, agents, assigns, sub-branches or sub-merchants. 
   
   ‍“Fraudulent Transactions” means activities or transactions processed and/or approved fraudulently.  
   
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2. ‍COMMITMENTS AND REQUIREMENTS FOR THE SERVICES
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   1. Application/Enrollment Requirements
      
      1. Notwithstanding any proposal, term sheet, or application signed by the Partner, Company reserves the right to cancel, delay, defer, or suspend delivery of the Service/s if the necessary application requirements (the “Requirements”) are not submitted within five (5) business days from signing of this Agreement. Requirements include basic national and local government registrations, basic corporate or legal documentation, and other relevant documents as may be required by the Company. 
      2. Even if Requirements have been provided to Company and/or a proposal, term sheet, or an application has been signed by the Partner, Company reserves the right not to proceed with delivering the GCash Business Solutions (or, if already rendered, terminate or suspend the same), if, among others: 
         
         
         • The Partner has made a material misrepresentation or has concealed any material information in its Requirements or in the proposal, term sheet, or application form; or
           
         • The Partner is later found to be ineligible for the GCash Business Solution under Company’s policies (such as but not limited to when the Partner is blacklisted due to poor credit standing or has a history of fraudulent acts or practices).
   2. ‍‍After-sales Support
      1. The Partner shall ensure that it has the required resources to provide first level customer support and assistance at the frontline. The Partner shall address issues specific to the Partner and its business independently.
      2. Company shall assist Partner in the technical resolution or reconciliation of transaction information as described in the corresponding SOW of the GCash Business Solution availed of.
      3. In no case shall Company address any issues arising from the independent arrangement of the Partner and its customers.
      4. Company shall address issues specific to Company independently with the Partner assisting in any reconciliation of transaction information.
3. ‍FEES AND CHARGES
   1. The applicable fees and charges are provided in the Terms and Conditions for each GCash Business Solution, available on the GCash Business Solutions System. 
   2. Unless otherwise mutually agreed by the Parties, Company shall automatically deduct the full amount of applicable fees and charges from the Partner’s GCash Merchant Wallet, as applicable. 
   3. Company reserves the right to modify the applicable transaction fees, charges, or billing methods at any time. The Partner shall be notified of changes in fees and charges within the applicable regulatory notice period, i.e. 60 days prior effectivity. The updated schedule of applicable transaction fees, charges, or billing methods shall also be posted on the GCash Business Solutions System website/app. Partner hereby agrees that the continued use of the GCash Business Solution(s) and GCash Business Solutions System website/app after the effectiveness of any changes in fees, charges, or billing methods shall be deemed acceptance by Partner of such changes. Non-payment of the fees or charges for the use of the GCash Business Solutions and GCash Business Solutions System website/app is a ground for Company to terminate, suspend, restrict, or deny the Partner’s use or access to the same.
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4. ‍TERMINATION
   1. This Agreement and/or any SOW may be terminated by a Party for convenience (for whatever reason) by sending the other Party a written notice of termination at least sixty (60) days prior to the intended effective termination date. 
   2. Termination of a particular SOW shall not result in the termination of any other SOW unless specified by the Party calling for termination; however, if a Party terminates this Agreement, then all SOW then in force shall also terminate on the effective termination date.
   3. Termination on the ground of material breach. For the avoidance of doubt, it is considered a material breach if the non-performance, acts, or omission of the defaulting Party adversely affects the nature of the obligation that the defaulting Party promised to deliver, the benefits that the non-defaulting Party expects to receive after full compliance, and the extent that the non-performance defeated the purposes of the Agreement. If a Party is in breach of any of its obligations under this Agreement, the non-defaulting Party shall give the defaulting Party a notice of breach and, if the breach is capable of being remedied, a reasonable time to remedy the breach, as may be agreed between the Parties. In the absence of agreement, the period to cure the breach shall be thirty (30) calendar days from notice of breach. If the defaulting Party fails to comply with or remedy the breach within the applicable period, the non-defaulting Party shall be entitled to terminate this Agreement immediately upon written notice. 
   4. Termination for cause. A Party may terminate this Agreement immediately for any of the following grounds by giving written notice to the other Party:
      
      1. continued performance of this Agreement or any portion thereof becomes illegal for either or both Party under Applicable Law;
      2. A Party becomes insolvent. Insolvent means a Party: (i) becomes bankrupt, goes into liquidation, or makes any composition or arrangement with its creditors or, being a company, has a proposal for a voluntary arrangement for a composition of debts or scheme of arrangement; (ii) undergoes court-supervised rehabilitation proceedings or submits a pre-negotiated rehabilitation plan; (iii) agrees with creditors on an out-of-court or informal restructuring agreement or rehabilitation plan; (iv) against which an application for the appointment of an administrator has been filed with the court; (v) has a winding-up order made or (except for the purposes of reconstruction) a resolution for voluntary winding-up passed, or a receiver appointed, or possession taken by or on behalf of any creditor of any property the subject of a charge or a receiver appointed under a debenture; and/or (vi) becomes unable to pay its debts as they fall due; or
      3. A Party ceases or threatens to cease to carry on business for reasons not attributable to its fault or negligence.
      4. This Agreement may likewise be terminated if either Party suffers a prolonged Force Majeure event as described herein. 
   5. Neither Party shall make any negative or adverse public announcements even if the other Party terminates this Agreement.
   6. Provisions of this Agreement that by their nature continue beyond the expiration or termination of this Agreement including, without limitation, those relating to (i) Liabilities; (ii) Limitation of Liability, (iii) Confidentiality, (iv) Governing Law, (v) Settlement of Disputes and Venue, and (vi) any accrued but unpaid financial obligations, and those provisions that are expressly stated to survive termination, shall survive the termination or expiration of this Agreement or SOW, as the case may be.
   7. In case this Agreement or pertinent SOW is terminated:
      1. Company shall have the right to pull out and/or to disable, block, or suspend the GCash Business Solution and/or other related services (if any);
      2. Both Parties shall cease to use the Intellectual Property Rights of the other party;
      3. Both Parties shall return to the other or destroy (or certify to the destruction of) any Confidential Information that they have exchanged, transmitted, gathered, or retained throughout the duration of the Agreement;
      4. the rights and obligations of each Party, except those which are expressed to, or by their nature, survive expiration or termination of this Agreement, shall cease to have any effect;
      5. each Party shall cease from accessing and/or using any software, application program interfaces, and Confidential Information provided by the other Party, without need for any demand; and
      6. all licenses granted by the Parties to each other are deemed revoked.
      
      
5. ‍SYSTEM AND SECURITY MEASURES
   
   1. ‍System Provisioning
      1. Unless otherwise stipulated in this Agreement, each Party shall provide, at its own cost, its share of the software, platforms, applications, equipment, managed network resources, IT computing environment, and operating systems (collectively “System”) necessary for the implementation of this Agreement and any SOW. Maintenance of the System shall be the responsibility of the Party who owns it.
      2. Company will provide Partner with Company’s application program interfaces to enable the Partner’s authorized users to facilitate the GCash Business Solution or the Partner’s equipment and system to interact with Company’s System, if applicable.
      3. Partner will advise Company in writing of any changes to the application program interfaces at least thirty (30) days in advance. Company shall work with Partner to facilitate the successful interface of Partner’s System with Company’s System.
      4. Either Party’s adoption of new technology affecting the GCash Business Solution will require the approval of Partner and Company, or both Parties may agree to collaborate on developing future services that can be incorporated in the GCash Business Solutions System. Partner and Company will pursue this joint development on an agreed schedule. Service or transaction costs and the corresponding development costs shall be negotiated between Company and Partner.
   2. ‍Security Measures
      2. Partner shall, at its own cost, be responsible for developing and implementing the necessary security measures, including technical, organizational, and physical controls, that are intended to prevent, detect, deter, and mitigate threats, cyber security risks, unauthorized System access, and other network or System risks (“Security Measures”). The Security Measures shall conform with industry and globally accepted security standards for the security and protection of its System that connects to Company’s System and the GCash Business Solutions System. All Claims arising from a Party’s failure to implement the necessary Security Measures shall be borne by such Party. 
      3. When processing personal data, Partner shall adhere to the specific security requirements outlined in Company’s data privacy terms and conditions, as indicated in the supplemental agreement governing such processing. In the event of any conflict between these requirements, the more stringent standard shall apply. 
      4. By availing of the GCash Business Solutions System, Partner shall: 
         
         • Ensure the accuracy and completeness of data that Partner will transmit and input to Company’s System;
         • Be responsible for the protection of the data in its possession that will be transmitted to Company’s System. This shall include data downloaded by Partner from the Systems;
         • Be responsible for protecting and securing its System that directly interface with the GCash Business Solutions System (e.g., API connection, web portal) from cyberattacks and security compromises. Protection includes patching Partner’s Systems against malware and network-based attacks;
         • Be responsible for implementing vulnerability assessment and/or penetration testing program that covers the Partner’s endpoints with connection to the GCash Business Solutions System; 
         • Restrict access to the GCash Business Solutions System to select few authorized persons only. Access to the GCash Business Solutions System should be given only when necessary to perform a work or task relevant to serving the Partner’s requirements. It is presumed that Partner employees/representatives who have access to the GCash Business Solutions System are duly authorized for the purpose, and Partner shall be bound by their actions; 
         • Review user access and their privileges periodically to determine relevance to current work requirements and Partner must notify Company in writing for necessary assistance on access updating/removal;
         • Protect the access credentials (e.g., API key and passwords) provided by Company from unauthorized use. Partner shall be fully accountable for all activities that may transpire using the access credentials given to the Partner;
         • Be responsible for monitoring and reviewing System activities performed using the Partner’s access to the GCash Business Solutions System. Partner must immediately notify Company in writing for suspicious activity it has detected; and
         • Ensure that access to the GCash Services shall not be used for illegal and/or unlawful activities, and/or to gain unauthorized access to Company’s System via a system flaw or other malicious means that could damage, disrupt, impede, or compromise security of Company’s System or the GCash Business Solutions System.
6. ‍REPRESENTATIONS AND WARRANTIES
   1. Each Party represents and warrants to the other Party that:
      
      1. It is a sole proprietorship, partnership, or corporation duly organized and validly existing under the laws of the Philippines, with all necessary licenses and permits for its business, and that it does not, by entering into this Agreement and relevant SOW(s), violate the intellectual property rights of any third-party. 
      2. It has all the required approvals, and full power and authority to execute and deliver this Agreement and relevant SOW(s), to perform its obligations hereunder, and to consummate the transactions contemplated herein;
      3. This Agreement and relevant SOW(s) have been duly authorized, executed, and delivered by the Parties and are legal, valid, and binding obligation of the Parties, enforceable in accordance with its terms. The execution and delivery of this Agreement and relevant SOW(s) and consummation of the transactions contemplated hereby have been duly authorized by its boards of directors, and no other corporate action or corporate proceeding is necessary to authorize this Agreement and relevant SOW(s) or the transactions contemplated hereby;
      4. The execution, delivery, and performance of this Agreement and relevant SOW(s), shall not:
         • violate the provisions of any Applicable Laws;
         • violate the provisions of its constitutional documents or charter or memorandum and articles of incorporation, by-laws or equivalent charter documents (if applicable), each as may be amended from time to time, or any resolution of its directors or shareholders, as applicable;
         • violate any judgment, decree, order, or award of any court, governmental agency or arbitrator to which it is a Party; and
         • conflict with or result in the breach or termination of any material term or provision of, or constitute a default or acceleration under any agreement, indenture, mortgage, contract, deed of trust, or any other instruments to which they are a Party or which are applicable to them, or by which any of its properties, assets, or business is, or may be, bound;
   2. It is not under any disability, or prohibition, contractual or otherwise, which might prevent it from complying with any term of this Agreement and relevant SOW(s); and
   3. There are no litigations or any legal proceedings pending or contemplated or threatened by or against any Party hereto, that would materially or adversely affect and/or deter performance under this Agreement.
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7. ‍OBLIGATIONS OF THE PARTNER 
   1. Partner and Company shall strictly comply with all Applicable Laws, rules and regulations relating to its business at its respective place or site of business. Any material breach of a Party’s obligations under this clause shall trigger the non-breaching Party’s rights accordingly.
   2. Partner shall monitor all transactions taking place pursuant to this Agreement and shall additionally ensure effective monitoring of such transactions. Partner shall report in writing any and all suspicious transactions to Company within two (2) business days of the date of identification. Where Partner is unsure of the legitimacy of a transaction, it shall inform Company within two (2) business days. 
   3. Partner is committed to developing an anti-fraud culture and eliminating the opportunities for terrorism, fraud, bribery, corruption and money laundering. Partner, its agents, and employees shall not tolerate terrorism, fraud, bribery, corruption and/or money laundering of any kind. Partner shall seek to take disciplinary action against those found to have attempted to perpetuate and/or have perpetrated fraud and abuse. 
   4. Partner is committed to conducting business fairly, openly, and honestly and in accordance with the highest ethical and legal standards. 
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8. ‍MUTUAL COOPERATION
   1. The Parties shall cooperate with each other in good faith, in order to achieve the objectives set forth in this Agreement, and may, from time to time, agree on marketing and merchandising support for the GCash Business Solutions.
   2. The Parties shall also, from time to time, review the pricing and implementation of the Service. In view of rapidly changing technology and economic models, Partner and Company agree to review the applicability, pricing, and responsiveness of the GCash Business Solutions being offered to the customer every six (6) months, or at an interval period agreed by both Parties. 
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9. ‍LIABILITIES; LIMITATIONS OF LIABILITY
   1. Except for Claims caused by the sole fault or gross negligence of Company, Company shall not be liable to Partner for any Claims arising out of, or relating, to:
      
      1. Service interruptions, interoperability, interaction, or interconnection of the mobile service providers’ systems or Company’s Systems with the Partner’s System, whatsoever the cause of the interruption, interoperability, interaction, or interconnection; and
      2. Communications or transactions that fail to reach their designated beneficiary, or any failure to deliver communication or transaction intended for end users. 
   2. Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party (the “Indemnified Party”) from and against all Claims which the Indemnified Party may hereafter incur, become responsible for, or pay out as a result of (a) any death or personal injury (including bodily injury) to any person; (b) destruction, loss, or damage to any real or personal property; or (c) violation of Applicable Laws to the extent caused by (i) the Indemnifying Party’s performance or breach of this Agreement, or (ii) any acts, errors, or omissions by the Indemnifying Party. 
   3. Except for liability arising from (i) personal injury or death, or (ii) breach of intellectual property rights, or (iii) violations of the data privacy act of 2012 including its implementing rules and regulations, or (iv) breach of confidentiality obligations, or (v) fraud, neither Party shall be liable to the other for any loss of revenue, loss of use, loss of production, loss of contracts, loss of saving, or for any other special, indirect, or consequential loss or damage or financial or economic loss that may be suffered by the other, whether caused by breach of contract, tort, negligence or otherwise. 
   4. Company may impose sanctions as stipulated in this Agreement in the event that Partner violates any applicable Terms and Conditions. In the event that Company chooses to impose sanctions, Partner can appeal Company’s decision by providing relevant documents with a reasonable explanation regarding the violation. Company has the right to hold the balances in Partner’s account up until the investigation is final. The result of Company’s investigation will be final and irrevocable.
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10. CONFIDENTIALITY
    1. For purposes of this section:
       
       1. “Confidential Information” means any information which relates to the operations, processes, or dealings of, or any other information concerning the organization, business, finances, transactions, or affairs of the Party, including, without limitation, any invention, formula, vendor information, customer information, apparatus, equipment, research, report, know-how, trade secrets, data, calculations, computer programs and other software, software documentation, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, employee list, drawings, materials, and models, which is or has been disclosed to and/or otherwise obtained by the Party in the course of the negotiation or performance of this Agreement, in each and every case regardless of whether such information is marked “confidential” or “proprietary” and in whatever form supplied or received (whether in written, magnetic, electronic, digital, or any other form), but excluding information which is in the public domain (other than due to a breach of confidentiality) or which was lawfully obtained by the Party from a different source in circumstances which do not impose a duty of confidence. For the avoidance of doubt, (i) the contents of this Agreement and any discussions relating thereto, (ii) the Party supplied information, and (iii) any document, study, report, or analysis containing Confidential Information, regardless of whether the Party prepared the same, shall be considered Confidential Information.
       2. “Disclosing Party” shall mean a party that discloses or makes available Confidential Information under this Agreement.
       3. “Receiving Party” shall mean a party to whom Confidential Information is disclosed or made available under this Agreement.
    2. The Receiving Party agrees that the Disclosing Party is and shall remain the exclusive owner of all its Confidential Information. The Receiving Party shall not use or attempt to use Confidential Information in any manner, which may injure or cause Claims, either directly or indirectly, to the Disclosing Party. All Confidential Information shall for all time and for all purposes be regarded by the Receiving Party as strictly confidential, and shall not be disclosed by the Receiving Party to any third party whatsoever unless specifically authorized by the Disclosing Party in writing.
    3. If the Receiving Party is required by law, court order, or other governmental action or any rule or regulation to disclose all or any part of the Confidential Information; or reasonably anticipates or has reasonable cause to anticipate that the Receiving Party may be so required to disclose such Confidential Information, the Receiving Party must immediately notify the Disclosing Party of such actual or anticipated requirement and must use its best endeavors, as may be consistent with the Receiving Party’s legal obligations, to delay and withhold such disclosure until the Disclosing Party has had an opportunity to oppose such disclosure by lawful means. The Receiving Party shall not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
    4. The Receiving Party acknowledges and agrees that:
       
       1. the Disclosing Party may suffer and incur Claims if the Confidential Information is disclosed to, or used or exploited by, any person except as permitted hereunder;
       2. damages may not be an adequate remedy if the Receiving Party breaches any term or condition hereof; and
       3. in addition to all other remedies to which the Disclosing Party Group may be entitled under any Applicable Laws, equitable relief in an action against the Receiving Party for breach of this Agreement may be obtained, including, but not limited to, temporary restraining orders, temporary injunctions, and permanent injunctions or any other similar remedy or relief as may be available under any Applicable Laws.
    5. All documents and files in whatever form, including any digital  support, procedural manuals, guides, specifications, plans, drawings, designs, and similar materials, lists of present, past, or prospective customers, customer proposals, technical data or interpretations, or resource economic models, invitations to submit proposals, price lists, and data relating to the pricing of the Disclosing Party's services, prospects, or concessions and technical services, records, and all other materials containing Confidential Information (including all copies and reproductions thereof), that come into the Receiving Party’s possession or control by reason of, or in relation to, the Disclosing Party’s business, whether prepared by the Receiving Party or others: (i) are the property of the Disclosing Party, (ii) shall not be used by the Receiving Party in any way other than in connection with the performance of its duties under this Agreement, (iii) shall not be provided or shown to any third party by the Receiving Party, except as otherwise allowed under this Agreement, (iv) shall not be removed from the Disclosing Party's or the Receiving Party’s premises (except as the Receiving Party’s duties under this Agreement require), and (v) at the termination (for whatever reason) of this Agreement, shall be left with, or forthwith returned by the Receiving Party to the Disclosing Party.
    6. The Receiving Party shall forthwith return to the Disclosing Party, within ten (10) Business Days from receipt of a written request therefor, any Confidential Information (which is in a form capable of so being returned) provided to it by or on behalf of the Disclosing Party together with all copies thereof. That portion of any Confidential Information that may be found in any analyses, compilations, studies, or other documents prepared by the Receiving Party and any other Confidential Information not so requested to be returned, or not returned, will be held by the Receiving Party and kept subject to this Agreement, or destroyed to the satisfaction of the Disclosing Party within ten (10) Business Days from termination of this Agreement.
    7. The Receiving Party shall not publish, permit to be published, or disclose any particulars of the performance of the Services in any trade or technical paper, website, or elsewhere without the prior written consent of the Disclosing Party. The Receiving Party must not discuss this Agreement or the supply of the Services with any media entity and must refer any enquiries concerning this Agreement or the supply of the Services from any media entity to the Disclosing Party as soon as reasonably practicable.
    8. The Receiving Party shall indemnify the Disclosing Party in respect of any Claims which the Disclosing Party pays, suffers, incurs, or is made liable for in respect of any breach by the Receiving Party of the terms of this Section and any failure by the Receiving Party to ensure compliance in accordance with these terms by a person to whom the Receiving Party discloses the Confidential Information.
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11. INTELLECTUAL PROPERTY
    1. For purposes of this section:
       
       1. “Intellectual Property Rights” or “IPR” means any and all intellectual and property rights, including any patents, trademarks, service marks, rights in designs, trade names, copyright, utility models, eligible layout rights, inventions, innovations, discoveries and/or improvements, trade secrets, know how, formulae, processes, technology, applications for, or right to apply for registration for any of them, rights under licenses and consents in relation to any of them, and other forms of protection of an equivalent nature or having equivalent effect to any of them, in the Philippines and the world, whether registered or unregistered, for the duration of the rights and interests.
       2. “Background IPR” means Intellectual Property Rights of a Party existing as of the Effective Date and developed or acquired by such Party independently of this Agreement.
       3. “Foreground IPR” or "Materials” means Intellectual Property Rights developed, conceived, or created by the Parties pursuant to this Agreement, including developed materials and all output or product generated, produced by, or that resulted from the Parties’ performance of this Agreement.
    2. Each Party represents and warrants that:
       
       1. in performing its obligations in this Agreement, it will not infringe the Intellectual Property Rights of third Parties; and
       2. it has sufficient Intellectual Property Rights to perform its obligations in accordance with this Agreement.
    3. Each Party shall defend, indemnify, and hold harmless the other Party from and against any and all Claims incurred, threatened, or arising, directly or indirectly, from any claims of actual infringement of any Intellectual Property Rights arising out of, or in connection with this Agreement, and the effects thereof, and such Claims shall be a debt due and payable by such Party to the other, without prejudice to any other mode of recovery the non-defaulting Party may seek payment thereof in accordance with this Agreement. Unless agreed in writing or as stipulated in this Agreement, a Party shall not use the Intellectual Property Rights of the other Party without the latter’s express written consent.
    4. Notwithstanding anything contrary in this Agreement, Partner shall exclusively own all, rights, title, and interests in, and to any of, Partner’s Background IPR. Company shall exclusively own all rights, title, and interests in, and to any of, Company’s Background IPRs and all Foreground IPRs. 
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12. MISCELLANEOUS PROVISIONS
    1. Relationship of the Parties
       
       1. Nothing in this Agreement shall be construed as constituting any of the Parties as a partner, agent, employer or representative of the other, it being understood that the relationship of the Parties to each other is as independent contractors to the other.
       2. No Party shall have any fiduciary obligations to the other arising out of the provision of the Services or this Agreement.
       3. Nothing in this Agreement shall be construed as giving any Party any right or authority to act for, or represent or otherwise assume any obligation on behalf of or in the name of the other Party, and each Party agrees to indemnify the other and hold it harmless from and against any Claims whatsoever arising in respect of liabilities incurred as a result of its unauthorized act or representation or assumption on behalf of or in the name of the other Party.
    2. Assignment
       Company may assign or transfer this Agreement, or any of rights, interests, or obligations under this Agreement to its affiliate or subsidiary. Except for the foregoing, neither Party may assign any of its rights and interest under this Agreement to any third-party without the prior written consent of the other Party.
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    3. Remedies, Waivers 
       
       1. Neither Party’s failure to exercise nor any delay in exercising any right or remedy under this Agreement on either Party’s part shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof of any other rights or remedies. The rights and remedies herein provided are cumulative and not exclusive of any provided by law or those which any of the Parties would otherwise have.
       2. Any waiver of any Party’s rights, powers, privileges or remedies must be in writing and signed by that Party, and any such waiver given by a Party shall only relate to the particular event for which it is given.
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    4. Notices
       
       1. All demands, notices, reports, and other communications to be made under, or in connection, with this Agreement, shall be made in writing, and shall be delivered by the following means: (1) hand-delivery; (2) courier; (3) registered mail; or (4) e-mail. 
       2. Either Party may change the names or addresses where notice is to be given by providing notice to the other Party of such change in accordance with this Agreement. Any substitute address of the Party shall be effective only after the lapse of five (5) business days from receipt of written notice of the change in address.
       3. All notices shall be deemed duly given on the date of receipt of the Party.
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    5. Construction/Interpretation
       
       1. This Agreement will be construed and administered without regard to authorship and without any presumption or rule of construction in favor of either Party. This Agreement is between parties who have reviewed this Agreement and are fully knowledgeable about its terms and conditions.  
       2. In this Agreement, section headings are used for convenience reference only and shall be disregarded in the interpretation of this Agreement.
       3. Unless the context otherwise indicates, references to a section shall be construed as references to a section of this Agreement; references to any statute, ordinance or other law shall include all regulations and other instruments thereunder and all consolidations, amendments, re-enactments or replacements thereof; and words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and vice versa, and references to a person shall be construed as references to an individual, body corporate, association (whether incorporated or not), government or private entity.
       4. In the event of ambiguity, conflict or inconsistency among the documents comprising this Agreement, the order of precedence is as follows: (i) the pertinent SOW; (ii) this Agreement; and (iii) all other applicable documents.
    6. ‍Secrecy and Other Laws
       6. The Parties agree to modify the service or procedures relating thereto as necessary to comply with the Anti-Money Laundering Act of the Philippines (R.A. 9794).
       7. The Partner shall not be required to disclose any information to Company, or any Customer Information to any Party, that in the process will violate any of the provisions of R.A. 10173 (The Data Privacy Act of 2012), R.A. 1405, as amended (the Bank Deposit Secrecy Law) or of Section 55 of R.A. 8791, as amended (the General Banking Law of 2000) or the Anti-Money Laundering Law (RA 9194) and its Implementing Guidelines and relevant memoranda issued by the Anti-Money Laundering Council or the Securities and Exchange Commission.
       8. Company shall not be required to disclose any information to Partner that in the process will violate the R.A. 10173 (The Data Privacy Act of 2012), Secrecy of Communications law, the Public Telecommunications Policy Act (RA 7925), the Anti-Wire Tapping Law, or the International Treaty on the Secrecy of Communications or circulars and issuances of the National Telecommunications Commission or the International Telecommunications Union relative to the secrecy of communications.
       9. Company and Partner will, however, provide the appropriate disclosure where so required by the Anti-Money Laundering Law (RA 9194) and its Implementing Guidelines and relevant memoranda issued by the Anti-Money Laundering Council or the Securities and Exchange Commission and R.A. 10173 (The Data Privacy Act of 2012). 
          ‍
    7. ‍Force Majeure
       7. In this section, “Force Majeure” means an exceptional event or circumstance:
          
          • which is beyond a Party’s control,
          • which such Party could not reasonably have provided against before entering into this Agreement,
          • which, having arisen, such Party could not reasonably have avoided or overcome,
          •  which is not substantially attributable to such Party, and
          •  falls under any of the events enumerated below:
            
            1. war and other hostilities (whether war be declared or not), invasion, act of foreign enemies,
            2. embargo; 
            3. ionizing radiation or contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosives or other hazardous properties of any explosive nuclear assembly or nuclear components thereof;
            4. rebellion, terrorist act, revolution, insurrection, military, or usurped power or civil war;
            5. riot involving persons other than a Party;
            6. natural disasters of overwhelming proportions, including acts of God, typhoon, hurricane, flood, landslide, and earthquakes;
            7. labor disputes or strikes (including any general strike) except those: (i) specifically directed at a Party;
            8. fire or explosion other than: (i) at the premises of a Party; or (ii) where caused by the act or omission of a Party; and/or
            9. other circumstances analogous in substance and scale to the foregoing.
       8. If a Party is or will be prevented from performing any of its obligations under this Agreement by Force Majeure, then it shall give written notice to the other Party of the event or circumstances constituting the Force Majeure, and shall specify the obligations, the performance of which is or will be prevented. The notice shall be given as soon as practicable after the Party became aware, or should have become aware, of the relevant event or circumstance constituting Force Majeure.
          • A Party shall give written notice to the other Party when the Force Majeure effect on it ceases.
          • Company and Partner shall not be liable or deemed to be in default hereunder for any delay or failure in the performance of any of its obligations under this Agreement resulting from any cause of Force Majeure, except where such events are the direct results of Company or Partners gross negligence or willful misconduct.
          • Notwithstanding anything to the contrary in this Agreement, if Force Majeure continues for a total of more than the aggregate number of ninety (90) days, then either Party may give the other Party a notice of termination of this Agreement.
          • Each Party shall take commercially reasonable steps to mitigate any Claims resulting from any breach of this Agreement or any Force Majeure.
          
          
    8. Governing Law
       This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines without giving effect to any principles of conflicts of law thereof that would permit or require the application of laws of another jurisdiction.
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    9. ‍Settlement of Disputes; Venue
       If a dispute arises between the Parties in connection with this Agreement, the Parties shall negotiate, for a period of thirty (30) days from receipt by a Party of a written notice from the other Party stating the existence of a Dispute (the “Dispute Notice”), to settle such Dispute by mutual discussions between the duly authorized representatives of the Parties and the senior executives of the Parties (if necessary). If the dispute is still not resolved after such discussions, either Party may refer the matter to the proper courts of the City of Taguig, to the exclusion of all other courts and venues.
       ‍
    10. Record Retention
        The Partner shall preserve all hard copies and electronic records of transactions, for a period of ten (10) years from the last date of the transaction unless the transaction is subject of a regulatory or internal investigation, in which case, the Partner shall preserve the records until it receives a written notice from Company and/or Governmental Authority having jurisdiction over the subject of the investigation that the case has been resolved and that the records can already be closed.  Not later than twenty-four (24) hours upon receipt of Company’s request, the Partner shall give Company access to such records in whatever form they may be presented and kept (paper, electronic, or otherwise), and if so required, shall turn over such records to Company.  Moreover, if Company will be required by the Bangko Sentral ng Pilipinas (BSP) or other Governmental Authority to provide access to the transaction records that is in the Partner’s custody, the Partner shall promptly grant the representatives of BSP or Governmental Authority such requested access.
        ‍
    11. ‍Amendment
        This Agreement may not be changed or modified or in any way amended except in writing and signed by the proper officers of both Parties.
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    12. Entire Agreement
The Mutual Confidentiality and Non-Disclosure Agreement executed between the Parties, this Agreement, the SOW(s), and the Annexes attached hereto constitute the entire agreement of the Parties.
        ‍
    13. ‍Severability
        If any provision of this Agreement, or the application thereof to any Party hereto, is held illegal, null, void, unenforceable or otherwise invalid by any law, decree, ordinance or judicial or administrative decision, such holding shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, and to this end the Parties agree that the provisions of this Agreement are and shall be severable, provided that if such invalidated provision is  deemed  essential by any Party or  if such invalidation affects any other provision deemed essential by any Party  to the satisfactory performance of this Agreement, then, upon written notice being given by such Party to the other Party, the Parties shall promptly negotiate in good faith to the end that this Agreement may be amended in such manner as may be necessary to make it fair and equitable to both Parties.
        ‍
    14. ‍Counterparts
        This Agreement may be executed in any number of counterparts, and by the Parties on separate counterparts, each of which will constitute an original, but all the counterparts shall together institute one and the same instrument.
        ‍
    15. ‍Electronic Signatures
        This Agreement may be executed electronically or by way of electronic signature and such electronic signatures shall be deemed original signatures, have the same force and effect as manual signatures and binding upon the Parties. If this Agreement shall be executed electronically, the best evidence of this Agreement shall be a copy of this Agreement bearing an electronic signature, in portable document format (.pdf) form, or in any other electronic format intended to preserve the original graphic and pictorial appearance of a document.

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ANNEX 2

GCash Business Solutions System

TERMS AND CONDITIONS OF USE

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These terms and conditions of the GCash Business Solutions System state under which the Partner may avail of and use Company’s GCash Business Solutions System. 

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1. GCash Business Solutions System 
   GCash Business Solutions comes with the “GCash Business Solutions System”, a web-based platform for enterprises that offers access to all of GCash Business Solutions in one facility. The one-stop shop aims to provide a seamless and complete experience to Partners, from onboarding, availing and/or activation of GCash Business Solutions, to account management. The facility will allow businesses to activate GCash services such as, but not limited to, payment acceptance, fund transfers and disbursements, external payments or remittances to banks, marketing and growth services and business management tools. The platform is available via web, mobile browser or via App. 
   
   The terms “Platform”, “Website”, “Solution” shall be interchangeably used with GCash Business Solutions in this Annex and shall refer to GCash Business Solutions as a platform or website.
   ‍
2. ‍Consent to Doing Business Electronically
   1. Partner may access its profile by signing in to the Platform using a web browser or a mobile device. 
   2. Partner agrees that Company shall impose fees for the use of availed services. The applicable fees will be posted on the Platform/website/ specific Terms and Conditions to SOW and may be updated, from time to time.
   3. Registration to the Platform shall be done via website or the GCash Business Solutions Mobile app. During sign up, Partner must provide the necessary information needed such as, but not limited to, Partner’s complete name, email address, mobile number, legal business name, Partner position, Partner industry, business type, business contact information, personal or business documents, financial statements, identification cards, other details about Partner or business, etc. Partner represents and warrants that all information provided is correct, true and accurate. The information Partner has provided shall be the basis for allowing Partner to avail of certain products or services offered in the Platform. Whenever any information submitted is found to be false, or inaccurate, Company will allow two (2) business days from notice to Partner to provide the correct information or documentation. If, after two (2) business days, the necessary information still has not been submitted to the Company team, the account of the Partner (i.e., its users) will be deactivated thereby limiting access to transactions/services until the proper documentation is provided. If no update has been provided by the Partner after one (1) month, Company may terminate the Partner’s account.
   4. Once registered, the Platform will allow Partner to avail of Services and/or facilities based on Partner’s preferences. All transactions and corresponding Fees are stated in the Terms and Conditions of Use of the respective Services availed which the Partner shall be required to accept/acknowledge prior to service activation. Once the Service-specific Terms and Conditions of an applicable Service are accepted by Partner, the Platform will allow Partner to receive and accept necessary communications sent by the Platform. 
   5. Partner assumes full responsibility and liability for all transactions made by or under Partner’s profile or account through the use of the Platform. It is understood that Partner’s authorized users’ password is known only to said users, as such, any transaction effected using Partner’s authorized users’ password and/or one-time PIN (OTP) shall be conclusively presumed to have been done, executed or authorized by Partner. Company will not be liable for any claim arising from Partner’s transactions made through the Platform.
   6. Partner agrees that Company, at its sole discretion, is entitled to act on the instructions it has received from Partner after the correct entry of Partner’s users’ password and/or one-time PIN. Partner further agrees that Company shall not be liable and Partner agrees to indemnify Company for any loss, damages or costs that Company incurs for acting in accordance with or based on instructions it has received from Partner.
   7. Electronic Communications
      1. Partner agrees that all communications from Company relating to the use of the Platform or related services may be provided or made available to Partner through electronic means such as but not limited to electronic mail, SMS, at the Platform, or website.
      2. Scope of Consent. Partner’s consent to receive electronic communications and do business electronically applies to all Partner’s interactions or transactions to which such electronic communications relate, whether between Partner and Company or other participants in the Platform involved in the transaction.
      3. Hardware and Software Requirements. To access and retain the communications electronically, Partner will need to use a device with an internet connection and an up-to-date browser capable of attaching files in the form of portable document format (PDF), images (JPG/PNG), and other file types prescribed in the platform.
      4. Mobile Technology. Mobile devices such as tablets, smartphones or similar devices should be able to access and retain electronic communications when accessing the website or Platform. If Partner’s authorized users are accessing the website electronically through a mobile device, such as a tablet, smartphone or similar device, Partner must also be able to access and retain the communications electronically.
      5. Changes in Partner Contact Information. Partner agrees to keep Company informed of any changes in the contact number, email address, and other contact information provided to enable continuous receipt of electronic communications from the website.
      
      
3. ‍Authorized Users
   
   1. Partner is responsible for identifying and assigning its Authorized Users, and shall state the role of its Authorized Users who will access the services in the platform. It is presumed that users assigned to access the services are duly authorized representatives of the Partner. The website or Company is not responsible for any loss, damage or cost incurred that results from the compromise or loss or unauthorized use of the Partner’s profile or account, or any transactions resulting therefrom.
   2. Partner shall regularly review its Authorized Users of the platform. Company reserves the right to automatically suspend the account of the Partner’s users that have been inactive for at least ninety (90) days.
      ‍
4. ‍Password Security
   It is the duty of the Partner and its users to keep their password and other profile information confidential and secure at all times. The website provides tips on confidentiality and security. If a Partner’s user believes that his/her password, confidential information, access points (i.e., mobile phones, tablets, laptop, computers, etc.) have been compromised, lost or stolen or used without permission, Partner should contact Company immediately to deactivate the compromised user account or password. Company is not responsible for any loss, damage or cost incurred that results from the compromise or loss or unauthorized use of user passwords, confidential information or access points or any transactions resulting therefrom.
   ‍
5. ‍Data Storing and Monitoring
   The Platform will collect personal or business information from Partner in order to provide products or services. By providing these information, Partner and its users consent to the storing, processing, and monitoring of these information that are provided in the website, mobile app and other communication channels agreed between Company and Partner such as Email, Viber, Telegram, Whatsapp, SMS or other similar platforms for purposes which may include: Know-Your-Customer, risk monitoring, due diligence and regulatory compliance or anti-fraud checks or investigations, protection and security, data quality, credit scoring, business insights, customer engagement or marketing/cross-selling of financial products from Company or Globe Fintech Innovation (GFI)’s companies. Furthermore, Partner consents to Company providing Partner information to the participating payment processors, if applicable, as Partner selects when generating payment-related transactions and/or crediting funds to Partner’s bank account and availing of third-party services available in the platform, if any.
   ‍
6. Features and Services
   1. The following are the basic services that can be accessed by the Merchant upon successful onboarding: 
      
      1. Business Dashboard - comprehensive view of business performance in one page
      2. Fund Transfer Facility - immediate access to and management of wallet balances
      3. Report Tool – easy tracking and collection of business transactions
      4. User Access Management – streamlined role-based permissions and privileges
      5. Secure Data Protection - robust encryption and compliance with regulatory standards for organization data security
   2. Additional GCash Business Solutions may be availed/activated by the merchant. The platform may, from time to time, introduce new features or services. Any new feature or service will be announced or posted in the website or sent via email or SMS blast or other quick communication means. Partner’s continuous use of the website or maintenance of the Partner account in the website is understood to be Partner’s continuous and continued acceptance of these new features or services regardless of Partner’s actual use of these new features or services.
7. ‍Fees and Charges
   The use of the GCash Business Solutions System is subject to the prompt payment by the Partner of the fees and charges outlined in the applicable Terms and Conditions to SOW availed of. Company may, at any time and at its sole discretion modify the fees and charges for the availment of GCash Business Solutions. The Partner shall be notified of changes in fees and charges within the applicable regulatory notice period, i.e. 60 days prior effectivity. The updated schedule of applicable transaction fees, charges, or billing methods shall also be posted on the GCash Business Solutions System website/app. The Partner’s continued use and availment of the GCash Business Solutions System shall be construed as its acceptance of such new fees and charges.

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ANNEX 3

DATA PRIVACY TERMS AND CONDITIONS UNDER THE MASTER SERVICE AGREEMENT

1. Integration of data privacy terms and conditions. The data privacy terms and conditions of G-Xchange, Inc., as identified in the applicable schedule for each engagement, shall govern the forwarding, sharing, transfer, porting and/or processing of personal data between the Parties under this agreement and any supplemental agreements.
2. ‍Application of the data privacy terms and conditions in supplemental agreements. The Parties agree that the following data privacy terms and conditions shall govern the GCash Services and/or Services:
   
   1. For each supplemental agreement entered into between the Parties pursuant to this agreement, the applicable data privacy terms and conditions shall be determined based on the nature of the engagement and the specific roles of the Parties concerning personal data (e.g., as Personal Information Controller, Personal Information Processor, etc.)
   2. The Parties shall expressly indicate in the supplemental agreement which data privacy terms and conditions of G-Xchange, Inc. shall apply to the engagement.
      ‍

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ANNEX 3-1

SCHEDULE OF SHARED PERSONAL DATA 

Schedule No. 1

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In accordance with the Data Sharing Terms and Conditions (“DSTC”), and its periodic amendments, which are attached to the MSA GCash Business Solutions, executed between G-Xchange, Inc. (“Company”) Partner, the Parties hereby affirm and agree to the following terms and conditions outlined in this Schedule of Shared Personal Data (“Schedule”):

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ARTICLE 1. PROJECT DETAILS

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1.1.       Name of Project (“Project”): Application to become a GCash Merchant and use of the GCash Business Solutions System.

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1.2.      Effective Date of Project (“Effective Date”): Same as date of execution of this Master Service Agreement.

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1.3.      End Date of Project (“End Date”): Co-terminus with the Master Service Agreement executed between the Parties.

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ARTICLE 2. PURPOSE AND TYPES OF PERSONAL DATA

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2.1.        The purpose of the DSTC is to enable PARTNER to share their personal data to GCash, for the latter’s processing in relation to onboarding to GCash and subsequent use of the GCash Business Solutions System.

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2.2.         The objective of sharing and Processing the Shared Personal Data is to properly establish the identity of the Customers (Know-Your-Customer) and conduct Due Diligence prior to onboarding and granting the PARTNER company access to GCash services.

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2.3.       The legal bases for sharing and Processing the Shared Personal Data for each of the Parties include the following:

• Consent of Data Subjects
• Fulfillment of Contractual Obligation 

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2.4.         The types of Personal Data to be shared between the Parties are as follows:

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Sharing Party: COUNTERPARTY

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The Party responsible for securing Consent of Data Subjects: GCASH.

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 If Consent of the Data Subjects is the legal basis for Processing, how was it obtained?

☐ Written          ☑ Electronic          ☐ Recorded

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Details of how Consent was obtained: GCash User Account Information: through electronic means via the GCash Business Solutions System, upon user’s acceptance of the Terms & Conditions, NDA, and Privacy Notice, when proceeding with the user registration.

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ARTICLE 3. OPERATIONAL DETAILS

3.1.       Each Party recognizes that the other is an independent Personal Information Controller of the Shared Personal Data.

3.2.        Below is a brief description of the operational details of the sharing:

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1. A prospective merchant will create an account in the GCash Business Solutions System by providing the mandatory details and validating the email account via OTP sent to the registered email.

2. The validated user will then be able to proceed to Merchant Registration and provide the onboarding requirements by inputting the mandatory information on corresponding fields within a web page as well as  uploading the supporting  business documents. These include the details of their Partner’s authorized signatory/ies, and the corresponding supporting document.

3. Upon submission of the user, internal GCash operations teams will be able to view and validate the submitted information and documents, and approve or reject the application.

4. The information of the validated users will also be visible to GCash’s Identity and Access Management Team.

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3.3.   The Retention Period of the Shared Personal Data under this Project shall be co-terminus with the End Date of the Project. However, this shall be without prejudice to retention policy of the Sharing Party, and if the retaining Party is required under the law to preserve such Shared Personal Data, or if the retention is pursuant to the prosecution or defense of any present claims.

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ARTICLE 4. DATA PROTECTION OFFICER

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In case of any change in the details of their respective Data Protection Officers set out above, both Parties undertake to notify the other Party in writing at least thirty (30) days before the effectivity of any such change.

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ANNEX 4

ANTI-FRAUD and ILLEGAL ACTIVITY

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1. Prevention of Fraud and other Illegal Activity
   
   1. The Parties shall exert reasonable efforts to prevent the occurrence of Fraud and Illegal Activity in the performance of its obligations under the Agreement.
   2. In the event that the Parties become aware of the occurrence of Fraudulent Transactions, Illegal Activity, abuse, or other acts not expressly authorized by the Agreement (collectively, “Unauthorized Services”), the Parties have the mutual obligation to notify each other of the occurrence of the same within a reasonable time which shall, in no case exceed three (3) Business Days.
   3. In cases wherein Company suspects the occurrence of Unauthorized Services, the Company may immediately adopt reasonable preventive and mitigating measures.
   4. The Partner shall not pursue any policy or activity that will expose the Services for use in Fraud or Illegal Activity. Should the Company discover any such activity, it reserves the right to immediately suspend or cease the delivery of Services to the Partner.‍
   5. The Partner shall take any such action as the Company may reasonably request to ensure the integrity of the Company’s business and to minimize any loss or damage resulting from such Unauthorized Services, including pursuing legal action against the persons perpetrating, committing, and/or contributing to the Fraud or Illegal Activity.
   6. The Partner acknowledges and agrees that in order to provide the Services and comply with Applicable Laws, the Company implements strict detection and prevention measures against Fraud and Illegal Activity and may require the Partner to adhere to and/or implement measures in order to conform with the Company’s Anti-Fraud and Illegal Activity policies and practices.
      
2. ‍Handling of Fraud and/or other Illegal Activity
   
   • If the Company detects any Fraudulent Transaction or Illegal Activity involving the use of the GCash Services by the Partner, the Company may, at its sole discretion:
     
     • Immediately suspend and/or deactivate the Partner’s access to any or all of GCash Services without prior notice;
     • Require the Partner to conduct its own investigation and provide an investigation report;
     • Require the Partner to implement remediation of any vulnerability or error found to have been the cause of or facilitated the conduct of such Fraudulent Transaction or Illegal Activity; and
     • Request the Partner to provide further information and documents depending on the result/s of Partner’s submitted evidence, investigation result, findings.
   • The Company shall conduct an investigation and present its findings to the Partner.
   • The Partner may contest the suspension and/or the Company’s findings by providing the Company with the result of its own investigation and supporting evidence within three (3) business days from its receipt of the notice and during business hours (business day ends at 5:00 PM). Should the Partner fail to submit its findings within the period given it shall be deemed to have waived the right to contest the findings of the Company. Based on the investigation conducted, the Company shall provide the final resolution, subject to the Partner’s right to dispute the matter under Section 12.9 of the Agreement.
   • Failure of the Partner to provide feedback within three (3) business days from its receipt of the notice may lead to permanent revocation of the Partner’s account or access to the Services.
   • The Partner shall cooperate with the Company and will exert all necessary and reasonable efforts and means for the recovery and return of funds fraudulently obtained or illegally transacted or transferred to victims of Fraud and/or Illegal Activity.
   • The Partner’s access to the Services shall not be reactivated by the Company, unless the same is agreed to in writing by the Company.
   • Any Illegal Activity detected by the Company shall be reported to the proper law enforcement or regulatory agencies.
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3. Implications of Fraud and other Illegal Activity
   
   • The Partner shall be responsible for and shall indemnify, defend, and hold the Company harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines, of whatsoever kind arising out of or relating to Fraud and/or Illegal Activity perpetrated by or with the aid of the Partner or its employees, agents, or others acting under its authority and/or any member of a Partner Group or its employees, agents, or others acting under its authority.
   • The Company reserves its right to pursue legal action directly against a Partner or any member of the Partner Group’s employees, agents, or others acting under its authority for Fraud and/or Illegal Activity. In such a case, the Partner shall provide the Company with full access to information and employees to the extent necessary for the Company’s legal pursuance.
   • If Fraud or Illegal Activity is committed, participated in, and/or accomplished through the negligence of the Partner, the Company shall, at its election be entitled to any of the following remedies, which shall be cumulative:
     • Debit the Partner’s wallet to recover the funds which have been fraudulently obtained or illegally transacted or transferred;
     • Instruct the Partner to return the funds which have been fraudulently obtained or illegally transacted or transferred to the victims of Fraud or Illegal Activity, all within five (5) calendar days from receipt of Company’s instruction;
     • Full recovery of actual and documented costs and expenses incurred by Company on account of Fraud or Illegal Activity;
     • Blacklisting of the individuals and entities involved in the commission of Fraud from accessing GCash Services;
     • Immediate suspension of and/or deactivating their access to any or all of GCash Services;
     • Termination of the Agreement or SOW due to Partner Group’s material breach; and
     • Other available remedies under Applicable Laws.
   • Parties shall strictly implement measures to prevent Fraud and other Illegal Activity in accordance with Applicable Laws and the Company’s recommended policies and best practices to ensure that the GCash Services will not be used for, or will be in aid of, Unauthorized Services. The Partner’s failure to comply with this clause shall be deemed to be a material breach of this Agreement.
   • In addition to the consequences stipulated in the Agreement and Applicable Laws, transactions related to Fraud, Illegal Activity, as well as the conduct of money laundering, terrorist financing, and/or proliferation financing as defined under Applicable Laws shall be revoked.
   • The foregoing shall be without prejudice to the right of Company to terminate the Agreement in accordance with Section 6 [Termination].
   • Parties shall comply with all applicable provisions of: (i) Republic Act No. 9160 or the Anti-Money Laundering Act, as amended by Republic Act Nos. 9194, 10167, 10365, 10927, and 11521 and the Bangko Sentral ng Pilipinas (BSP) Circular No. 706, Series of 2011, as amended by BSP Circular Nos. 950 and 102 or the Updated Anti-Money Laundering Rules and Regulations (“AMLA Laws); (ii) Republic Act No. 10168 or The Terrorism Financing Prevention and Suppression Act of 2012; (iii) Republic Act No. 11479 or the Anti-Terrorism Act of 2020; (v) Batas Pambansa Blg. 881 or the Omnibus Election Code of the Philippines; (vi) Act No. 3815 or The Revised Penal Code of the Philippines; and (vii) their respective amendments and implementing guidelines, rules, and regulations. Company reserves its rights and remedies under the Agreement and Applicable Laws for any violation of these laws as determined during audit conducted by Company or its authorized third-party representative, the BSP, and/or authorized Governmental Agencies. 
   • The Partner, if regulated by another governing body not mentioned above, should also comply with the applicable rules and regulations imposed on the Partner.

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