MEMORANDUM OF AGREEMENT

FOR SCAN TO PAY SERVICE

This Memorandum of Agreement for GCash Scan to Pay Service (this “Agreement”) is entered into by
and between the parties named below who agree on the following terms and conditions:

A. G-XCHANGE (GXI)

G-XCHANGE, INC., a corporation organized and existing under Philippine laws, with business
address at 8th floor, W Global Center, 30 th Street corner 9th Avenue, Bonifacio Global City, 1634
Taguig City, Metro Manila, represented herein by its Enter designation here, Click or tap here to
enter text..

B. MERCHANT

CLICK HERE TO ENTER COMPANY NAME, a Choose an item. organized and existing under
Click here to enter country laws, engaged in the Click here to enter industry based on BIR 2303
industry, with business address at Click here to enter address, represented herein by its Enter
Designation, Click or tap here to enter text..

C. SERVICE DESCRIPTION

GXI shall provide the GCash Scan to Pay Service to the MERCHANT using related GCash
Scan to Pay Tools as stated in Annex 1 at the MERCHANT’s Scan to Pay Sites as stated in
Annex 2 (hereinafter, the “SCAN TO PAY SERVICE”).

D. MERCHANT DISCOUNT RATE

GXI shall collect a Merchant Discount Rate (MDR) as provided in the Applicable MDR and
Settlement Facilities (Annex 3), which is equivalent to the percentage of all approved payment
transactions made to MERCHANT through the Scan to Pay Service.

E. TERM

This Agreement shall be binding between the MERCHANT and GXI for a term of one (1) year
commencing from the date of signing, subject to auto-renewal for successive terms of one (1)
year each, unless or until terminated by GXI by providing the MERCHANT with a written notice, at
least thirty (30) days prior to the effective date of termination.

F. CONTACT PERSONS

For GXI: For MERCHANT:

Account Manager: Click to enter name Representative: Click or tap here to enter text.
Vertical Head/ Signatory: Click to enter name
Address: 8F, W Global Center, 9 th Avenue Address: Click or tap here to enter text.
corner 30th Street, Bonifacio Global City,
Taguig City
Contact Number/s: Click or tap here to enter Contact Number/s: Click or tap here to enter
text. text.

E-mail Address/es: Click or tap here to enter E-mail Address/es: Click or tap here to enter
text. text.

Memorandum of Agreement for GCash Services

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G. DEFINITIONS FORMING PART OF THIS AGREEMENT

“Applicable Law” 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.

“MDR” or “Merchant Discount Rate” means a fee earned by the GXI at a specific percentage of
every transaction successfully processed by MERCHANT as specified in clause D.

“Fraud” means an intentional deception made and/or conducted by either MERCHANT, its
employees, agents or assigns, branches, network outlets, 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 GXI, 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 and transactions were intended for. Fraud also includes fraudulent activities of
Customers consistent with this definition. For purposes of this definition, MERCHANT, its agents,
and Sub Merchants are assumed to be MERCHANT’s employees, agents or Submerchants.

“Fraudulent Activities” means activities involving Fraudulent Transactions as defined below.

“Fraudulent Transactions” means transactions processed and/or approved fraudulently.

“Unauthorized Use of Services” means any use of the GXI provided solutions not specifically
and explicitly authorized or permitted in this Agreement and includes, but is not limited to anything
not specifically authorized by GXI, in writing.

H. PREVENTION OF FRAUDULENT ACTIVITIES

GXI requires MERCHANT to use all necessary efforts to prevent the occurrence of Fraudulent
Activities while processing transactions using the GCash Scan to Pay Service. GXI shall not pay
the MERCHANT for any transactions caused by Fraudulent Activities or abuse or services or
features not expressly authorized by GXI under this agreement. Notwithstanding anything to the
contrary in this Agreement, in the event that GXI becomes aware of the occurrence of Fraudulent
Activities, abuse or unauthorized use of services, GXI shall consider any payment made pursuant
to the Fraudulent Activity or any suspicious transactions as excess payment. GXI shall inform
MERCHANT of the occurrence of Fraudulent Activities or unauthorized use of services and of the
amount of the excess payment, as soon as practical.

If GXI reasonably believes that it has made an excess payment to MERCHANT, GXI shall be
entitled to deduct the excess payment from future payments to MERCHANT. In the event that
MERCHANT disputes the existence or amount of any such excess payment, such dispute shall
be settled by an Independent Auditor, pursuant to rules and procedures agreed upon by both
Parties.

The foregoing shall be without prejudice to the right of GXI to disconnect the Services or block
access thereto in the event it detects Fraud or Fraudulent Activity, provided that GXI has provided
the MERCHANT with written communication, in any form, of the suspected Fraudulent Activity
prior to, or if such prior communication is not reasonably practicable, immediately after such
disconnection.

In the event that: (a) GXI receives any complaint by a GCash user of any unauthorized or
erroneous activity, or detects any unusual traffic or activity from MERCHANT, a particular user,

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 or group of users; and (b) after investigation, reasonably determines that such unauthorized or
unusual activity was attributable to a wrongful act or negligence of the MERCHANT or its agents,
then GXI shall have the right to set off against payments due to MERCHANT, any costs to GXI
resulting from such activity or traffic.

GXI’s investigation and determination as to whether such complaint or activity amounts to

Fraudulent Activity or unauthorized use of the services shall be final and conclusive. In the event
that any such unauthorized or unusual activity is not due to any wrongful act of MERCHANT, but
is reasonably determined by GXI to be due to circumstances or results that were unanticipated by
GXI and MERCHANT at the time this Agreement was executed, GXI and MERCHANT shall work
together in good faith to resolve the issue.

GXI shall be entitled to set off any sums that MERCHANT may owe GXI by virtue of this or any
other Agreement between the Parties, against any payments due to MERCHANT under this
Agreement. GXI shall notify MERCHANT of the set off at least two (2) business days prior to
release of payment. MERCHANT shall confirm or contest the existence of any existing obligation
proposed to be set off in favor of GXI within one (1) business day from receipt of the notice to set
off; otherwise, GXI shall implement the set off.

I. OBLIGATIONS OF THE PARTIES

MERCHANT and GXI 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.

MERCHANT shall monitor all transactions taking place pursuant to this Agreement and shall
additionally ensure effective monitoring of such transactions. MERCHANT shall report in writing
any and all suspicious transactions to GXI within two (2) business days of the date of
identification. Where MERCHANT is unsure of the legitimacy of a transaction, it shall inform GXI
within two (2) business days.

MERCHANT’s employees, agents or assigns, partners or sub merchants identified to have

participated or aided in or have been involved with, or who GXI reasonably believes has been
involved with Fraudulent Activities or Fraudulent Transactions shall be prohibited by the
MERCHANT from using, managing, supervising or otherwise being involved in any way with the
GCash Scan to Pay tools or Service, within 24 hours from receipt of GXI’s notice. MERCHANT
agrees that failure to do so shall give GXI the right to unilaterally deactivate/suspend any or all
GCash services to MERCHANT.

MERCHANT commits to support any investigation of Fraud, abuse and/or potential abuse and
provide GXI with any information GXI deems necessary to progress such investigation, including
providing GXI with details of its employees, agents, or customers that MERCHANT suspects of
having committed Fraud or Fraudulent Transactions or acts.

Any violation of this clause will be considered a material breach of the Agreement and shall give
the non-breaching Party the right to terminate the Agreement forthwith. The non-breaching
Party’s right to terminate this Agreement shall be in addition to all other rights, remedies and
recourse available to it under Applicable Law.

J. MUTUAL COOPERATION

The Parties shall cooperate with each other in good faith, in order to achieve the objectives set
forth in this Agreement.

MERCHANT is committed to developing an anti-fraud culture and eliminating the opportunities for
fraud, bribery, and corruption.

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 MERCHANT, its agents, and employees shall not tolerate fraud, bribery, and/or corruption of any
kind. MERCHANT shall seek to take disciplinary action against those found to have attempted to
perpetuate and/or have perpetrated fraud and abuse.

MERCHANT is committed to conducting business fairly, openly, and honestly and in accordance
with the highest ethical and legal standards.

GXI may impose sanctions as stipulated above in the event that GXI becomes aware of any
violation of this clause. In the event that GXI chooses to impose sanctions, MERCHANT can
appeal GXI’s decision by providing relevant documents with a reasonable explanation regarding
the violation. GXI has the right to hold the balances in MERCHANT’s account up until the
investigation is final. The result of GXI’s investigation will be final and irrevocable.

K. IMPLICATION OF FRAUD

In addition to the penalties and consequences stipulated in this Agreement and Applicable Law,
Fraudulent Transactions shall be revoked. Failure to follow standard procedures resulting in
transactions deemed by GXI to be Fraudulent Transactions shall be tantamount to having been
committed with Fraud.

If Fraud is committed and/or participated in by MERCHANT, its employees, agents, or Sub

Merchants, GXI shall, at its election be entitled to any combination of, or all of the following
remedies:
a) Full recovery/reimbursement for direct costs and expenses incurred by GXI on account of
the Fraud;
b) Blacklisting of the relevant involved agents or agent networks, individuals or employees;
and/or
c) Termination of this Agreement for MERCHANT’s material breach.

In addition, GXI shall periodically require MERCHANT to implement anti-fraud measures in order
to ensure smooth and uninterrupted provision of Services, appropriate compliance under the
terms of this agreement and all Applicable Law.

L. DOCUMENTS FORMING PART OF THIS AGREEMENT

This Agreement shall consist of these first five (5) pages and the following Annexes:

Annex 1 General Terms and Conditions of the Scan to Pay Service

Annex 1-A Pre-onboarding Requirements
Annex 2 Scan to Pay Sites
Annex 3 Applicable MDR and Settlement Facilities
Annex 4 Reversals and Refunds

which shall constitute one comprehensive document that both parties have read, understood, and
agreed to, without prejudice to any supplement or amendment that the Parties may execute
subsequent or pursuant to this Agreement.

In the event of any conflict or inconsistency between the main body of this Agreement, as
contained in the first four pages, and the Annexes, the provisions of the main body shall prevail.

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WHEREFORE, the duly authorized representatives of the Parties hereby accept and agree to the terms
and conditions of this Agreement on the date indicated below in the City of Taguig.

For and on behalf of For and on behalf of

G-XCHANGE, INC. CLICK AND ENTER COMPANY
By: By:

CLICK AND ENTER NAME CLICK AND ENTER NAME

Click and enter designation Click and enter designation
Date signed: Date signed:

Witnesses:

CLICK AND ENTER NAME CLICK AND ENTER NAME

Click and enter designation Click and enter designation
Date signed: Date signed:

CLICK AND ENTER NAME

Click or tap here to enter text.
Date signed:

Memorandum of Agreement for GCash Services

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 ANNEX 1
GENERAL TERMS AND CONDITIONS OF THE SCAN TO PAY SERVICE

1. PRE-SERVICE

1.1 Pre-Onboarding Requirements

Notwithstanding any proposal, term sheet, or application signed by the MERCHANT, GXI
reserves the right to cancel, delay, defer, or suspend delivery of the Scan to Pay Service if the
necessary pre-onboarding requirements are not submitted on time. Pre-onboarding requirements
include basic national and local government registrations, basic corporate or legal documentation,
and other relevant documents as may be required by GXI. Complete list of pre-onboarding
requirements as required in this provision is enumerated in Annex 1-A.

1.2 Grounds for Non-Delivery, Suspension and/or Termination of the Scan to Pay Service

Even if Pre-Onboarding Requirements have been provided to GXI and/or a proposal, term sheet,
or an application has been signed by MERCHANT, GXI reserves the right not to proceed with
delivering the Scan to Pay Service (or, if already rendered, terminate or suspend the Scan to Pay
Service), if, among others:
a) it is confirmed that the MERCHANT has made a material misrepresentation or has
concealed any material information in its Pre-Onboarding Requirements or in the proposal,
term sheet, or application form; or
b) the Site to be covered is outside of the service coverage of the telecommunication providers
(“Telco Providers”) or is otherwise unavailable due to causes not attributable to the Telco
Providers, for which reason the termination or suspension of the GCash Services is limited to
that particular Scan to Pay Site; or
c) MERCHANT is later found to be ineligible for the Scan to Pay Service under GXI’s policies
(such as when the MERCHANT is blacklisted due to poor credit standing or has a history of
fraudulent acts or practices).

2. SCOPE OF SERVICE

2.1 SERVICE DESCRIPTION: GCash Scan to Pay Service

GXI shall provide the Scan to Pay Service by enabling GCash Scan to Pay at each of the
MERCHANT’s Scan to Pay Sites. Scan to Pay sites are stores or branches owned or operated by
MERCHANT where the Scan to Pay Service will be installed and/or deployed, as specifically
listed in Annex 2.

Once enabled, the MERCHANT shall be able to accept payments from customers who use the
“GCash” mobile app in their smartphones to scan the Quick Response (QR) Code assigned to
the MERCHANT and conspicuously displayed at the relevant Scan to Pay Site.

To this end, GXI shall provide MERCHANT with the following for each Scan to Pay Site:
a) GCash Scan to Pay Tools
b) Promotional merchandise
c) Virtual GCash Wallet
d) SMS (text) message or e-mail notifications for each completed transaction
e) Daily/Weekly/Monthly Transaction Reports
f) One-time Basic usage and troubleshooting training
g) Merchant Hotline

GXI may modify the implementation of the Scan to Pay Service at any time, subject to timely
notice of changes to the MERCHANT.

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 Any feature, element, or service that is not described in or not in accordance with this Annex and
the relevant Service Description shall be considered unauthorized and GXI reserves the right to
immediately suspend and/or terminate the Service that is unauthorized or that contains
unauthorized features or elements. GXI shall not indemnify MERCHANT for any unauthorized
Service. In the event that any of such unauthorized feature, element or service results in any
additional costs to GXI, then GXI shall have the right to withhold the payment of funds on any or
all of MERCHANT’s transactions in an amount sufficient to offset costs and damages incurred by
GXI due to the provision of unauthorized Service or unauthorized features, elements or services
up to the amount of such costs.

2.2 GCash Scan to Pay Tools

The Scan to Pay Service shall be provided to MERCHANT through the following tools which GXI
shall issue, install, and/or maintain at each of the MERCHANT’s Scan to Pay Sites:
a) Scan to Pay Keycard containing the Scan to Pay Site name and the QR Code unique to such
Scan to Pay Site, in such number as stated in Annex 2
b) Instructional Materials
c) Mobile phone kit (phone + SIM Card) (prepaid load not included), if applicable

The Scan to Pay Keycard shall feature the QR Code unique to a specific Scan to Pay Site, the
Scan to Pay Site’s name, and the GCash logo, among others. The QR Code is the single most
important feature of the Scan to Pay Service, as it is that which is scanned by the customer to
make their payments, and it is also linked to a virtual GCash Wallet designated in the name of the
Scan to Pay Site. Multiple Scan to Pay Keycards may be issued, depending on the number of
point-of-sale (POS) terminals available in a Scan to Pay Site.

Instructional Materials shall contain detailed step-by-step instructions on how to operate the Scan
to Pay function, as well as other useful information (such as customer hotline).

If issued to MERCHANT, the mobile phone kit shall include a feature phone and a Globe or
Touch Mobile SIM card. It is issued in order for the MERCHANT, in a particular Scan to Pay Site,
to: (a) receive transaction notifications in the form of SMS or text messages, and (b) call the
Merchant Hotline (only whitelisted numbers have hotline access). If no mobile phone kit is issued
to MERCHANT or to a specific Scan to Pay Site, the MERCHANT may nominate a dedicated
mobile phone that can receive the transaction notifications and call the Merchant Hotline.

2.3 Promotional Merchandise

GXI shall issue promotional merchandise (such as, but not limited to, acrylic standee, flyers,
and/or “GCash Accepted Here” door sticker or hanger) which shall feature the GCash logo and
the “GCash Accepted Here” phrase, among others, in order to convey that the MERCHANT, at a
particular Scan to Pay Site, accepts GCash as a payment option.

GXI may vary the design and execution of the promotional materials from time to time.
MERCHANT may also request for or use customized promotional materials, subject to GXI’s
approval.

2.4 Virtual GCash Wallet

GXI shall issue one Virtual GCash Wallet per Scan to Pay Site. Payments made to MERCHANT
in a particular Scan to Pay Site shall automatically be credited to the corresponding Virtual
GCash Wallet, which shall then be “auto-swept” on the next banking day according to the agreed
Settlement Procedure under section 3.2 of this Annex.

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2.5 Transaction Notifications and Transaction Reports

MERCHANT shall receive two kinds of reports with regard to payments received via the Scan to
Pay Service: (a) transaction notifications in the form of SMS (text) messages or e-mail messages
(upon MERCHANT’s request), which are sent real time per transaction, per Scan to Pay Site, and
(b) Transaction Reports, which are spreadsheets prepared by GXI on a daily basis and
transmitted to MERCHANT on a daily, weekly, or monthly basis, depending on the MERCHANT’s
preference (by default, Transaction Reports are generated and sent to MERCHANT daily). The
transaction notifications and transaction reports shall be considered official and final as far as GXI
is concerned, and shall be used for accounts reconciliation under section 3.2 of this Annex.

2.6 One-time basic usage and troubleshooting training; Merchant Hotline

Frontline personnel (e.g., cashier, sales representative, supervisor) at each of MERCHANT’s

Scan to Pay Site shall receive a one-time training on the use of the GCash mobile app
(particularly the use of the ‘Scan QR Code’ feature) and on basic troubleshooting.

A Merchant Hotline (2882; toll-free for Globe) shall be made available to MERCHANT, subject to
operating hours (10:00AM to 8:00PM every day). MERCHANT may also course its concerns
through the GXI Account Manager assigned to it as indicated in this Agreement.

3. STANDARD COMMERCIAL TERMS

3.1 Merchant Discount Rate. The applicable Merchant Discount Rate is stated in Annex 3.

3.2 Settlement Procedure. GCash Payments made to MERCHANT for each Scan to Pay Site shall be
settled according to the following procedure:

a) GXI shall create one Virtual GCash Wallet for each of the MERCHANT’s Scan to Pay Sites,
which will correspondingly be credited each time a GCash payment is successfully
processed. The agreed MDR due to GXI as well as the applicable withholding taxes
(including value-added tax), will be withheld upon transaction processing. The total
transaction amount for each successful payment shall be the basis for the MDR. GXI shall
issue an official receipt covering the MDR it collected on a monthly basis and the
MERCHANT shall issue a Certificate of Withholding Tax upon issuance of the official receipt.

b) GXI shall conduct an “auto-sweep” of the MERCHANT’s Virtual GCash Wallets on a daily
basis. An auto-sweep is where funds in the MERCHANT’s virtual wallets are deposited in
cash to the MERCHANT’s nominated bank account/s on the following banking day (hence,
“day+1”). Auto-sweep for transactions made on weekends or holidays shall occur on the next
banking day. NET SETTLEMENT AMOUNT to be swept to the MERCHANT's bank account
is Principal Transaction Amount deducted by the Net MDR.

c) MERCHANT’s nominated bank account/s for purposes of the Settlement Procedure outlined
above is/are indicated in Annex 3.

d) Transaction Reports shall be sent via e-mail to the address indicated in the Agreement.

e) MERCHANT shall reconcile the Transaction Reports with its own sales records and shall
immediately send a written notice to GXI of any discrepancy within FIVE (5) business days
from receipt of each Transaction Report. Absent any such notice of discrepancy, the
Transaction Reports issued by GXI, as well as GXI’s implementation of the above-outlined
procedure, shall be considered correct and final.

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 f) In case of discrepancy, GXI and MERCHANT shall attempt to reconcile such discrepancy in
good faith. If an agreeable reconciliation of records cannot be reached, GXI and
MERCHANT may refer the same to an Independent Auditor.

g) Other reporting mechanisms apart from the Daily Transaction Reports may be made
available by GXI to the MERCHANT.

h) GXI shall notify the MERCHANT for customer concerns which requires collection or
adjustment from MERCHANT's wallet and reversal of the amount to the customer.
MERCHANT shall acknowledge and send its confirmation on the adjustment to be made
from its wallet within seven (7) days. In case, the MERCHANT's wallet is insufficient or has
a zero balance, the MERCHANT can nominate other applicable wallet. If the amount remains
uncollected from the MERCHANT's wallet for more than five (5) days, GXI shall send a
Billing Statement in which the MERCHANT has the option to pay in cash or check.

3.3 Official receipts/invoices. MERCHANT shall, as soon as the transaction is completed, issue the
appropriate sales invoices or official receipts to customers who pay for their purchases using the
Scan to Pay Service. If applicable, MERCHANT’s sales invoices or official receipts should state
the MERCHANT’s policies on returns, credits, refunds, and/or cancellations.

3.4 Taxes and other fees. GXI and MERCHANT shall each be responsible for the administration and
settlement of the applicable taxes and fees on their respective accounts.

4. USE OF THE SERVICE

4.1 Intended purposes. MERCHANT shall use the Scan to Pay Service and Scan to Pay Tools only
for the intended purposes. The Scan to Pay Service shall at all times be made available to the
public.

4.2 Prominent display.

a) MERCHANT shall always process and honor GCash payments at the Scan to Pay Sites.
MERCHANT shall, at all times, prominently display the Scan to Pay Keycards and the
Promotional Merchandise at the Scan to Pay Sites in such a way that it is obvious to guests
or clients that GCash is an accepted payment method option at such Scan to Pay Sites, and
featured as prominently and as distinctly as other keycards or promotional merchandise
issued by other payment option providers.

b) Upon GXI’s demand, MERCHANT shall pay GXI a penalty of Php1,000.00 per Scan to Pay
Site for every instance of any of the following:
i. Unjustified refusal or failure to honor or accept Scan to Pay payments;
ii. Unjustified failure to display the Scan to Pay Keycards, Instructional Materials, and/or
Promotional Merchandise at the display areas assigned by GXI; or
iii. Other similar failures or omissions;
without prejudice to GXI’s exercise of its right to terminate the Agreement in accordance with this
Annex or to resort to other remedies that may be available under the law and/or regulations.

4.3 Care for the Scan to Pay Tools.

a) MERCHANT shall have full responsibility over the care and security of the Scan to Pay
Tools. MERCHANT shall provide the appropriate space within the Scan to Pay Sites for the
installation of the necessary Scan to Pay Tools, subject to the GCash design provided by
GXI. Also, MERCHANT shall, to the extent possible, keep the Scan to Pay Tools safe from
theft, loss, destruction, tampering, vandalism, or unauthorized use it all times. MERCHANT
shall promptly notify GXI of any defect, malfunction, error, or deterioration of/in the Scan to
Pay Tools. In like manner, MERCHANT shall report to GXI, within twenty-four (24) hours

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 from occurrence, the loss, destruction, theft, tampering, vandalism, or unauthorized access
of any Scan to Pay Tools.

b) MERCHANT shall accept full responsibility in case it allows other persons (other than its staff
or authorized representatives) to use or operate any Scan to Pay Tools.

c) Upon GXI’s demand, MERCHANT shall pay GXI a penalty of Php1,000.00 per Scan to Pay
Site for the re-issuance of any Scan to Pay Tool previously issued to the Scan to Pay Site, if
the cause for such re-issuance is not attributable to GXI.

d) Only GXI or its authorized representatives may install the necessary Scan to Pay Tools or
make the necessary repairs, replacements, or modifications thereto. To this end,
MERCHANT shall provide GXI or its representatives sufficient and timely access to the Scan
to Pay Site, so long as any equipment or hardware requires installation, repair, replacement,
modification, or maintenance.

4.4 Frontline support and training.

a) MERCHANT shall ensure that the frontline personnel (e.g., cashier, sales representative,
supervisor) at each of MERCHANT’s Scan to Pay Sites are amply trained on the use of the
GCash mobile app (particularly the use of the ‘Scan QR Code’ feature) and on basic
troubleshooting. MERCHANT shall also ensure that there are enough frontline personnel at
any given time qualified or trained to operate the Scan to Pay Tools. Any transfer of know-
how between or among frontline personnel is MERCHANT’s responsibility.

b) To minimize the risk of customer-related fraud, MERCHANT shall ensure that the same
frontline personnel diligently observe payment processing procedures such as verifying the
correctness or success of GCash transactions prior to releasing the purchased products
and/or official receipt/s to the customer.

c) Even with its frontline personnel giving customer-facing support, MERCHANT shall ensure
that any customer concern regarding use of the Scan to Pay Service or of GCash as a whole
is immediately raised to GXI. Secondary, technical support shall be provided by GXI.

d) MERCHANT shall update GXI with any change in the details of its Contact Person/s named
in the Agreement.

4.5 Seasonal promotions. If necessary, MERCHANT shall allow GXI (and/or its subsidiaries/affiliates
and/or related third parties) to affix or install additional or seasonal promotional merchandise at
strategic locations within or around the Scan to Pay Sites.

4.6 Regularity of business. To enjoy continued use of the Scan to Pay Service, MERCHANT shall
ensure that each Scan to Pay Site maintains updated legal and regulatory permits, approvals, or
licenses.

4.7 Compliance with laws. MERCHANT shall at all times adhere to laws and regulations applicable to
it and its industry. At the same time, MERCHANT shall observe or assist GXI in observing, laws
and regulations applicable to GXI, GCash, or the Scan to Pay Service (such as those enforced by
the Bangko Sentral ng Pilipinas and the Anti-Money Laundering Council, among others).

5. COMPLETION OF GCASH TRANSACTIONS; TRANSACTION REVERSALS

5.1 Completion of GCash Transactions. Each transaction successfully made using the Scan to Pay
Service shall be covered by a transaction receipt generated on the GCash mobile app and by the
SMS (text) messages (or e-mail messages, as the case may be) received by both the customer
and the MERCHANT. Independent of such transaction notifications, the MERCHANT shall

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 release the purchased goods and/or services and/or the corresponding official receipts to the
customer only after it is satisfied that:
a) the customer scanned the MERCHANT QR Code using the GCash mobile app;
b) the QR Code scanned is from the Scan to Pay Keycard displayed at the Scan to Pay Site;
c) the amount inputted by the customer in the GCash mobile app is correct; and
d) the transaction notifications are received by both the customer and the MERCHANT.
Unless a complaint or proper request for transaction reversal is made, GXI shall assume that all
transactions completed at the MERCHANT’s Scan to Pay Site were subjected to the performance
of all these steps, and that by its continued use of the Scan to Pay Service MERCHANT assumes
all risks that are associated with a confirmed sale obtained through a failed, erroneous,
incomplete, or fraudulent payment transaction.

5.2 Transaction Reversals. GXI shall rely on MERCHANT for the grounds and processes for handling
returns, credits, refunds, and/or purchase cancellations. Any resulting transaction reversal (i.e.,
re-crediting of a user’s GCash Wallet) can only be performed by GXI if a request is made by the
concerned customer accompanied by an endorsement from the MERCHANT’s frontline
personnel. Requests for transaction reversal may be made by the concerned customer by calling
the Customer Hotline (2882) or through the MERCHANT’s frontline personnel by calling the
Merchant Hotline (2882). Detailed procedures in requesting for and effecting transaction reversals
are stated in Annex 4. GXI reserves the right to claim the full transaction amount from
MERCHANT for MERCHANT’s failure to provide adjustments, charges, or penalties as
demanded by GXI or by customer.

5.3 (a) As a payment option provider, GXI shall only be responsible for the Scan to Pay Service. Any
liability arising purely from a customer’s use of the Scan to Pay Service shall be dealt with under
the GCash Terms and Conditions.

(b) GXI shall not be liable (and will not accept any liability) for the goods and/or services
purchased by a customer from the MERCHANT using the Scan to Pay Service. MERCHANT
assumes full responsibility for any goods and/or services purchased, returned, exchanged, or
questioned by a customer.

5.4 (a) GXI shall compensate MERCHANT for fraudulent or erroneous transactions if it is proven,
after investigation, that the fraud or error is caused or assisted by GXI or any of its
representatives; provided, however, that GXI’s liability under this paragraph shall only be limited
to the FULL TRANSACTION PRICE of the transaction in question. In all other cases, GXI shall
not be liable. In any event, the provisions on Transaction Reversal under paragraph 5.2 above
and in Annex 4 shall be applied.

(b) GXI reserves the right to refuse liability for fraudulent or erroneous transactions if it is proven,
after investigation, that the fraud or error is perpetrated by or aided by MERCHANT or its
personnel or representatives. MERCHANT shall be responsible for the actions of its
employees/representatives such that MERCHANT shall be directly liable for the FULL
TRANSACTION PRICE for any fraudulent transaction done in connivance with the employee or
representative of MERCHANT, without prejudice to any other remedy that GXI may take against
MERCHANT and/or its personnel or representatives, and/or the customer concerned.

6. INTELLECTUAL PROPERTY RIGHTS

There shall be no transfer of Intellectual Property Rights between the parties under the
Agreement. GXI shall exclusively maintain and manage the Scan to Pay Service and shall be
solely responsible for its design, features, functionalities, and execution. The Scan to Pay Service
(including related features such as the user portal) shall only carry branding, logos, marks,
images, content, and other such information (including the “GCash” name, mark, and branding,
where applicable) owned by, or registered or copyrighted to, GXI and/or its subsidiaries/affiliates.

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 Any content displayed or shown in the Scan to Pay Service that is registered in the name of or
licensed to MERCHANT (as in the case of portal co-branding) shall remain the property and
responsibility of MERCHANT, but for purposes of the Agreement shall be licensed (or sub-
licensed) to GXI and/or its subsidiaries/affiliates without any royalty, fee, or charge.

Parties agree that license on use, display, and/or distribution of each other’s Intellectual Property
Rights are royalty-free. Parties also agree that they will use each other’s Intellectual Property
according to specified use policies.

All rights relating to the Scan to Pay Service (including related features) which are not expressly
granted in the Agreement are reserved to or by GXI and/or its subsidiaries/affiliates.

7. USER AND DATA PRIVACY

7.1 Information of or relating to users gathered through or on the Scan to Pay Service (including,
without limitation, any information considered “personal information” or “sensitive personal
information” under the Data Privacy Act of 2012) shall be the exclusive property of GXI and will
be dealt with in accordance with GXI’s privacy and security policies, as well as the relevant law
and regulations. For the avoidance of doubt, information of individuals gathered for purposes of
opening and/or maintaining GCash accounts will remain the property of GXI, and subscriber
information relating to mobile accounts tied to GCash accounts remain the responsibility of GXI.
Such information will be dealt with in accordance with regulations issued by the BSP and the
National Privacy Commission (NPC) and/or the Department of Information and Communications
Technology (DICT).

7.2 Under no circumstance shall GXI volunteer, disclose, or share to MERCHANT any personal
information or sensitive personal information pertaining to GCash users, and in no event shall
GXI process such personal information or sensitive personal information on behalf of
MERCHANT. MERCHANT shall exert its own efforts in obtaining any necessary personal
information or sensitive personal information from customers who are GCash users. The sharing
or disclosure of customer’s personal information between GXI and MERCHANT in the course of
investigations for fraud, error, or transaction reversals, shall be purely incidental to the underlying
investigation and shall not be considered a breach of GXI’s or MERCHANT’s responsibilities
under this Annex.

7.3 Above paragraphs notwithstanding, upon MERCHANT’s request and GXI’s consent, GXI may
share usage data from the Scan to Pay Service that is aggregated and/or anonymized in such a
way that individual users cannot be identified or ascertained, such as: (a) total number of
customers who use GCash Scan to Pay, (b) average amount of e-money used for payments, and
(c) average volume of GCash payments per month.

8. CONFIDENTIALITY

8.1 Each party (the “Receiving Party”) agrees not to use or reveal any Confidential Information
disclosed to it by the other party (the “Disclosing party”) verbally, visually, electronically or in
writing, and not to make any public announcement regarding this Agreement or its subject matter,
for any purpose, except with the prior written consent of the Disclosing Party. The Receiving
Party agrees that it will take all reasonable measures to protect the secrecy of and avoid
disclosure or use of any Confidential Information in order to prevent it from falling into the public
domain or possession of unauthorized persons, which measures shall include at least a
reasonable degree of care.

8.2 “Confidential Information” means either party’s non-public proprietary information, specifications
or documentation, such as but is not limited to, proposals, negotiation discussions, concessions
or ‘ex-deals’, technical data or know-how, research, plans, products, services, customers,
markets, software, developments, inventions, processes, designs, drawings, engineering,

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 hardware configuration information, marketing or finances, third party vendors, or other business
or technical information which is treated by either party as confidential or is by nature sensitive
information intended to be kept strictly between the parties; BUT does not include information
that: (a) is in the lawful possession of the Receiving Party at the time of the disclosure; (b)
becomes part of the public knowledge or literature but not as a result of any breach hereof or
inaction by the Receiving Party; (c) is approved by the Disclosing Party, in writing, for release to a
third party or to the public; (d) becomes available to the Receiving Party from a third source not
bound by any obligation of confidentiality with respect to such information; or (e) was
independently developed or prepared by the Receiving Party.

8.3 The Receiving Party shall immediately notify the Disclosing Party of any unauthorized use or
disclosure of Confidential Information or any other breach of the confidentiality provision and shall
cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain
possession of the Confidential Information and prevent its further unauthorized use or disclosure.

8.4 No party shall be in breach of its confidentiality obligations if Confidential Information is disclosed
pursuant to a judicial or governmental order or requirement; provided that the Receiving Party
only makes such disclosure to the extent required and, prior to making such disclosure, takes all
reasonable steps to provide prompt and sufficient notice to the Disclosing Party so that the
Disclosing Party may apply for such legal protection as may be available with respect to the
Confidential Information to contest and/or limit such disclosure.

9. LIABILITIES AND INDEMNIFICATION

9.1 Each party shall indemnify and hold harmless the other party (the “Indemnified Party”) for any
loss or damage (including any damage to or loss of the Scan to Pay Tools and/or Scan to Pay
Service) arising from or caused by a party’s (the “Indemnifying Party”) fraud, gross negligence,
acts or omissions, willful misconduct, bad faith, or breach in performing (or failing to perform) its
obligations under this Agreement, or for any loss or damage arising from the infringement of a
third party’s intellectual property rights, or for death of or any personal injury suffered by the
Indemnified Party’s representative in the course of fulfilling his/her principal’s responsibilities
under this Agreement.

9.2 The Indemnifying Party shall fully compensate the Indemnified Party for actual costs incurred by
the Indemnified Party in rectifying the damage or loss which it has suffered, and/or in defending
itself from any third party relating to such damage, loss, or injury. Apart from such actual costs,
neither party shall be liable to the other Party for any special, incidental, indirect, exemplary,
liquidated, moral, nominal, temperate, or consequential damages for whatever cause, including
loss of profits or revenues or loss of prospective business advantage, regardless of whether the
party had been advised of such damages or whether that liability arises in contract, tort, strict
liability, breach of warranty, or otherwise.

9.3 Without prejudice to Section 5.4 hereof, GXI shall not be liable (and will not accept any liability) to
the MERCHANT or any of MERCHANT’s Scan to Pay Sites or to any third party for any claim,
suit, complaint, demand, or other similar situation arising from or occasioned by a customer’s
abusive, fraudulent, negligent, or improper use of the GCash mobile app, GCash Wallet, or any
Scan to Pay Tools (including any GXI-issued QR code), or of any GCash product.

The foregoing notwithstanding, GXI shall cooperate with MERCHANT in investigating, reporting,
and possibly prosecuting any fraudulent or deceptive scheme caused or perpetrated using the
Scan to Pay Service.

10. FORCE MAJEURE

10.1 Both GXI and MERCHANT acknowledge that the GCash Scan to Pay Service and/or Scan to Pay
Tools may not be operational one hundred percent (100%) of the time and may be interrupted

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 due to various causes, including but not limited to Force Majeure, power and equipment failure,
acts or omissions on the part of a third party, or from usage of the GCash Scan to Pay Service
beyond its known functionalities, limitations, and capabilities.

10.2 “Force Majeure” means any event which: (a) could not have been foreseen or which were
inevitable and beyond the control of the party invoking it, without any accompanying fault or
negligence on the part of such party; (b) prevents or materially affects the ability of the invoking
party to comply with any of its obligations under this Agreement; and (c) includes, but is not
limited to:
a) acts of God (such as earthquake, super typhoon, massive flooding, volcanic eruption) and
other natural calamities;
b) acts of war or conditions arising out of or attributable to war (whether declared or
undeclared), riots, acts of terrorism, insurrection or rebellion;
c) fire, explosions, or criminal activity;
d) global or local disruption of access to the Internet, widespread or massive power outages,
telecommunications service interruptions,
e) unauthorized access to or by theft, alteration, loss or destruction of MERCHANT’s
applications, data, programs, information, network or systems through accident, fraudulent
means or any other method by MERCHANT’s users and third parties
f) laws, regulations or orders of any government or governmental entity, judgments or orders of
any court of competent jurisdiction; or
g) any other analogous event.

10.3 A party may not claim the benefit of Force Majeure if the event claimed as Force Majeure occurs
as a direct result of the affected party’s own action(s) or inaction, or the action(s) or inaction of its
affiliates, sub-contractors, or other persons under its control.

10.4 Either Party shall promptly notify the other Party if it considers that any circumstance of Force
Majeure has occurred which may affect the performance of its obligations under this Agreement,
indicate an estimate of the extent and duration of its inability to perform and take all reasonable
steps to remove that circumstance of Force Majeure as quickly as possible.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall be binding between GXI and MERCHANT for the Term stated in
Clause E of the Agreement.

11.2 Termination. The Agreement may be terminated by GXI for whatever reason by sending the
MERCHANT a written notice of termination at least thirty (30) days prior to the intended effective
date. Nonetheless, the Parties may agree to a partial termination, where the Agreement will be
terminated only with respect to certain Scan to Pay Sites (in which case Annex 2 should be
updated and re-confirmed by both parties).

11.3 Effects of Termination

In case the Agreement is terminated:

a) GXI shall have the right to pull out the Scan to Pay Tools and/or to disable, block, or suspend
the Scan to Pay Service and/or other related services (if any);
b) Both parties shall cease to use the branding, logos, marks, advertisements, images, content,
or other information that are owned by or copyrighted or trademarked to the other party;
c) Both parties shall return to the other Party or destroy (or certify to the destruction of) any
Confidential Information that they have exchanged, transmitted, gathered, or retained
throughout the duration of this Agreement;
d) Neither party shall make any negative or adverse public announcements, statements, or
admissions with regard to the other party or to the Scan to Pay Services; and

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 e) MERCHANT shall be responsible for the safekeeping of the Scan to Pay Tools from the
effective date of the termination until such time that GXI actually collects the Scan to Pay
Tools (For purposes of the uninstallation, MERCHANT shall provide GXI or its
representatives access to the premises in the same manner as provided in paragraph D of
4.3 above).

12. RELATIONSHIP BETWEEN THE PARTIES

This Agreement acknowledges the relationship between GXI and MERCHANT as being that of
independent contractors to one another. Nothing in this Agreement shall be construed as creating
a contract of joint venture, association, partnership, co-ownership, or agency between them. As
such, neither party is granted any right nor authority to bind, represent, or commit the other Party
with regard to third parties. This Agreement also shall not give rise to any employer-employee
relationship between the parties, or between or among their respective employees, agents, or
representatives.

13. NOTICES

All notices that are required under this Agreement shall be in writing and shall be considered
effective only upon receipt thereof. The notices shall be sent to the representatives specified in
Clause F (Contact Persons) of this Agreement. A Party shall give written notice of any change of
address to the other Party. Any substitute address of a Party shall be effective only after the lapse
of seven (7) days from receipt of the written notice. Absent such written notice of any change of
address, service to the currently known address of a Party shall be deemed effective.

In sending notices to GXI, MERCHANT shall copy furnish the following:

GXI LEGAL
Attention: Chief Legal Officer
8F W Global Center, 9th Avenue corner 30th Street
Bonifacio Global City, Taguig City

14. ASSIGNMENT

Any assignment, transfer, or other disposition of any right or interest under this Agreement
(including this and all Annexes) to or in favor of any third party shall be allowed, so long as prior
written notice is provided to the other party; and any purported assignment, transfer, or
disposition without such prior written notice shall be voidable at the instance of the injured party.

15. APPLICABLE LAW AND DISPUTE RESOLUTION

15.1 This Agreement (including this and all Annexes) shall be governed by and construed in
accordance with the laws of the Philippines.

15.2 If any of the provisions of this Agreement shall be found void or unenforceable, such invalidity or
unenforceability shall not entirely invalidate or render this Agreement unenforceable, but rather
this Agreement shall be construed as if not containing the particular void or unenforceable
provisions, and the rights and obligations of the Parties shall be construed and enforced
accordingly. If GXI or MERCHANT would not have entered into this Agreement without such
provision, that Party shall have the right to terminate this Agreement upon written notice to the
other Party.

15.3 The parties shall first attempt to resolve any dispute or issue amicably before resorting to legal
action. In the event of any dispute, controversy, or claim arising out of or relating to this
Agreement, such dispute, controversy, or claim shall be settled by arbitration in accordance with
the Philippine Dispute Resolution Center, Inc. (PDRCI) Arbitration Rules in force at the time of the

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 commencement of the arbitration. There shall be one (1) arbitrator, and the proceedings shall be
conducted in English.

15.4 Any other cause of action the exclusive jurisdiction over which is conferred upon the regular
courts shall be filed, prosecuted, or enforced exclusively with/through the appropriate court in
Taguig City, Metro Manila.

16. ENTIRE AGREEMENT

16.1 This Agreement shall contain the entire understanding between the Parties and supersedes any
prior understanding and agreement between the Parties with regard to the terms and conditions
that will govern the relationship of the Parties. There are no representations, agreements,
arrangements or understanding, verbal or written, between the Parties hereto relating to the
subject matter of this Agreement which are not fully expressed herein.

16.2 Any amendment or revision of this Agreement shall be in writing, dated and signed by the
authorized representatives of both Parties

17. COUNTERPARTS; ELECTRONIC SIGNATURE

This Agreement may be executed in any number of counterparts, each of which is an original, but
all of which together constitute one and the same agreement. 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 be 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.

[End of Annex]

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 ANNEX 1-A
PRE-ON BOARDING REQUIREMENTS

1. For Partnerships and Corporations

1.1 Copy of Government-Issued ID of Authorized Representative/Signatory

2.1 Copy of Proof of Bank Account (photo of passbook, deposit slip, or bank certificate)
3.1 Branch Enrollment Form
4.1 Copy of Certificate of Registration Issued by the Securities and Exchange Commission (SEC)
5.1 Copy of Certificate of Registration Issued by the Bureau of Internal Revenue (BIR)
6.1 Copy of Articles of Partnership or Incorporation
7.1 Copy of Partner’s Resolution or Notarized Secretary’s Certificate of Board Resolution (to
certify that signatory is authorized to sign the agreement with GXI)
8.1 Copy of Valid ID of Corporate Secretary (with Signature)
9.1 Copy of Latest General Information Sheet

2. For Sole Proprietorships

2.1 Copy of Government-issued ID of sole proprietor

2.2 Copy of Proof of Bank Account (photo of passbook, deposit slip, or bank certificate)
2.3 Branch Enrollment Form
2.4 Copy of Certificate of Registration Issued by BIR
2.5 Copy of Certificate of Registration Issued by the Department of Trade and Industry (DTI)
 ANNEX 2
SCAN TO PAY SITES

The GCash Scan to Pay Service shall be accepted at the following branches / stores owned or operated
by MERCHANT, without prejudice to any future addition or removal:

Branch / Store Address

Updated as of Click or tap to enter a date.

[End of Annex]

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 ANNEX 3
APPLICABLE MDR AND SETTLEMENT FACILITIES

A. Applicable Merchant Discount Rate

Period Applicable Merchant Discount Rate

Original Term (First Year) Click here to enter MDR of the total transaction amount
Succeeding Term beyond the Original Click here to enter MDR Subject to review on the ninth
Term (Second Year onwards) month of each Renewal Term after the Original Term

B. Settlement Facilities

Payment transactions made to MERCHANT shall be auto-swept to the MERCHANT’s bank accounts
below:

Virtual GCash Wallet Number Click or tap here to enter text.

Settlement Bank / Branch Click or tap here to enter text.

Deposit Account Name Click or tap here to enter text.

Deposit Account Number Click or tap here to enter text.

Virtual GCash Wallet Number Click or tap here to enter text.

Settlement Bank / Branch Click or tap here to enter text.

Deposit Account Name Click or tap here to enter text.

Deposit Account Number Click or tap here to enter text.

Virtual GCash Wallet Number Click or tap here to enter text.

Settlement Bank / Branch Click or tap here to enter text.

Deposit Account Name Click or tap here to enter text.

Deposit Account Number Click or tap here to enter text.

C. Tax Identification Number (TIN)

Click or tap here to enter text. Click or tap here to enter text.

Updated as of October 10, 2022

[End of Annex]

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 ANNEX 4
REVERSALS AND REFUNDS

In the unlikely event that a reversal or a refund becomes necessary, the following protocols shall be
applied.

1. Reversal due to input error. Should a customer make a mistake in inputting the amount due to
the MERCHANT, the full transaction amount shall be credited back to the customer. no partial
refunds will be processed at any time for any reason. customers will be advised to re-transact upon
the reversal of the transaction.
a) The reversal should be requested by the MERCHANT while the customer is on-site so as to
provide verification by both the customer and the MERCHANT.
b) In the event that the reversal is requested by either the MERCHANT or the customer while the
customer is off-site, GXI will be contact both parties via email and voice call to ensure that both
parties agree to the refund.
c) At least the transaction ID found in the SMS notification, MERCHANT mobile number or virtual
wallet, customer mobile number, and amount shall be needed to process a reversal.
d) In the event that one party disagrees with the reversal, i.e. customer does not agree or
MERCHANT does not agree, GXI will inform both of the same and recommend that the two
parties communicate directly. GXI will not mediate the agreement between the customer and
the MERCHANT.

Should an appropriate government agency require the return of funds to the customer, GXI will
comply with all legal requirements. MERCHANT agrees to hold GXI free and harmless from
liability should this situation occur.

2. Reversal due to technical error. Should a transaction fail due to technical reasons, i.e. network
disconnection, device malfunction, et cetera, GXI will process the reversal of the FULL AMOUNT
back to the customer. Customers will be advised to re-transact upon reversal of the transaction.

3. Verification of identity. The MERCHANT agrees that only specific mobile numbers and/or
persons are authorized to request and/or approve reversal and refund requests. These mobile
numbers and persons will be submitted to GXI for whitelisting. Should the MERCHANT require
modification of these persons, they will notify GXI in writing or electronic correspondence, in a
timely manner.

4. GXI will adhere when possible to the MERCHANT’s refund policies. For example, if there are
exceptions to the refund policy, such as for intimate apparel, consumable items, deadlines for
refunds, and the like, GXI will honor the MERCHANT’s policy.

The above notwithstanding, the conversation regarding what is an acceptable refund will be
between the MERCHANT and the customer. GXI will not serve as a mediator between the
MERCHANT and customer.

5. Service Level Agreement. GXI commits to process reversals and refunds within forty-eight (48)
banking hours of approval by both customer and MERCHANT.

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