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This is a legally binding Agreement (“the Agreement”) between you (“the Merchant”) and Oro Pay (“the Company”), which shall always and at all times be read and construed with reference and in accordance to all other legal documents posted online (as amended from time to time) on Oro Pay website in relevant section entitled “Legal Agreements”, as well as to any required hard copy document you signed for signing up an Oro Pay Account (amongst others, any Merchant Application Form and/or Merchant Agreement), and which altogether form the legal relationship between you and Oro Pay regarding the Oro Pay Service. In case of conflicting sections with this Agreement and the other Legal Agreements, this Agreement shall supersede to the extent it concerns a Merchant – Oro Pay contractual relationship (and not any other Client). This Agreement entitled “Merchant Terms and Conditions” provides in specific the additional terms and conditions applicable for an Oro Pay registered Client being also a Merchant and their special legal relationship. You are advised to carefully read and print out a copy of this Agreement for your record, and even seek legal advice, before signing up with Oro Pay. Making use of any of Oro Pay services constitutes automatic acceptance of the terms and conditions of this Agreement, as well as of any document posted online to section “Legal Agreements” of Oro Pay website, and as amended from time to time. If you do not agree with this Agreement or any term or condition thereof you should not make use of any of the services, nor sign this Agreement.

1. Term and termination / suspension

1.1. The Agreement commences on the date of signature of the Merchant Agreement and the Merchant Application Form (which shall with all Legal Agreements posted online on Oro Pay website as amended from time to time form part of this Agreement) and/or on the date of signing up to Oro Pay Service (if available for Merchants) and will continue in full force and effect unless and until either party terminates this Agreement in accordance with this clause herein-below and/or relevant clause 8.1. of the Terms & Conditions of Services of Oro Pay (General Client Agreement of Oro Pay Service). For avoidance of any doubt, any termination under the Terms & Conditions of Services of Oro Pay (General Client Agreement of Oro Pay Service) or other applicable Legal Agreement as posted on Oro Pay website (and amended from time to time) shall be deemed a termination of this Agreement.

1.2. Without prejudice to termination rights under the Terms & Conditions of Services of Oro Pay (General Client Agreement of Oro Pay Service) or any other applicable Legal Agreement:

1.2.1. Either Party has the right to terminate immediately this Agreement, if the other Party:

1.2.1.1. Admits it is in default of its debts;

1.2.1.2. Makes a general assignment for the benefit of creditors;

1.2.1.3. Files for voluntary bankruptcy judgement or consents to the filing of a petition of bankruptcy against it;

1.2.1.4. Has been resolved insolvent or bankrupt by a court of competent jurisdiction;

1.2.1.5. Seeks bankruptcy protection or has been granted bankruptcy protection to reorganize its operations;

1.2.1.6. Had a receiver or trustee appointed for the proper disposition, liquidation of assets.

1.2.2. Oro Pay may at its own choice suspend the Merchant’s access to the Services or terminate this Agreement with a notice of 7 days on the following occurrences:

1.2.2.1. Upon the occurrence of a material breach of this Agreement by the Merchant if such breach is not remedied within seven (7) calendar days, following written or electronic (or with any other manner provided elsewhere) notification or notice to the Merchant identifying the matter or circumstances constituting the material breach;

1.2.2.2. The Merchant commits fraud or is suspected of having committed fraud, or Oro Pay has reason to suspect that there is fraudulent activity related to the account;

1.2.2.3. The Merchant is consistently unresponsive to inquiries involving confirmation of accuracy and/or completeness and/or update of its information, as required by applicable laws and regulations and in accordance to this Agreement;

1.2.2.4. The Merchant is held responsible for security violations in relation to the provision of the services and fails to remedy the breach;

1.2.2.5. The Merchant has outstanding overdue unpaid invoices for a period exceeding 45 calendar days from the date of issue;

1.2.2.6. If the Merchant violates of fails to comply with any applicable law, regulation, or any order by a competent court or government authority.

1.2.3. Oro Pay may at its own choice suspend the Merchant’s access to the Services or terminate the Agreement immediately, without prior notice, if Oro Pay reasonable believes that:

1.2.3.1. The Merchant’s violation is causing a material compromise of the system’s security;

1.2.3.2. The Merchant account is used to execute fraudulent transactions;

1.2.3.3. The Merchant’s payment processor or credit institution with which the Merchant maintains a Merchant Account requires such termination or suspension on reasons related to suspicion of fraudulent transactions or breach of AML laws and regulations;

1.2.4. Oro Pay may terminate this Agreement at any time without reason by giving 30 calendar days’ notice to the Merchant electronically or in writing or in any other manner provided hereinbelow

1.2.5. The Merchant may terminate this Agreement at any time without reason by giving notice to Oro Pay electronically or in writing or in any other manner provided hereinbelow. Subject to the above, Oro Pay shall use commercially reasonable efforts to terminate the Agreement and seize the offering of its services within 7 calendar days (“effective termination date”). Any fees due, remain the Merchant’s liability towards Oro Pay and it is the Merchant’s responsibility to settle in full prior to the effective termination date. Oro Pay will only be responsible to terminate its own services upon such termination notice from the Merchant and the Merchant agrees that it is solely responsible to notify and terminate or cancel any services provided by third parties.

1.3. If the Merchant has caused the termination of this Agreement, as described in sections above, it will bear any direct costs related to the closing of the account, including reasonable fees Oro Pay charges for the closing process.

1.4. If the cause of the suspension or termination was the non-payment of overdue fees to Oro Pay, the account may be reinstated following full payment of the outstanding fees and any reinstatement fee Oro Pay may charge.

2. Description of Services

2.1. Oro Pay E-Wallet Payment Service and Gateway Service facilitate the execution of payments from a customer to the Merchant. Any payment monies collected from customers and received by Oro Pay shall be transferred into the Merchant Account immediately after deduction of any fees due to Oro Pay.

2.2. The Merchant is aware that the receipt of a payment into the Merchant Account does not amount to the receipt of cleared funds.

The Merchant remains liable to Oro Pay for the full amount of the payment and any fees deducted therefrom (the "Reversal Amount") if the payment is later reversed for any reason. In case of such a payment reversal, Oro Pay will first debit the Merchant Account with the Reversal Amount and any applicable third-party chargeback or reversal fee. If Oro Pay is unable to fully recover the Reversal Amount and the applicable third-party chargeback or reversal fee from the Merchant Account (including any monies transferred into it after the payment reversal), it reserves the right to invoice the Merchant for the unrecovered balance.

2.3. Oro Pay reserves the right to suspend, at any time and at its sole discretion, the Merchant Account (or certain functionalities thereof such as uploading, receiving, sending, and/or withdrawing funds) if transactions are made which Oro Pay in its sole discretion deems to be (i) made in breach of this Agreement or (ii) are suspicious with regard to money laundering, terrorism financing, fraud, or other illegal activities. Oro Pay will make reasonable efforts to inform the Merchant of any measure unless Oro Pay is prohibited from doing so by law or under an order from a competent court or authority.

2.4. The Merchant acknowledges and agrees that the Oro Pay service operates solely as a payment intermediary and that Oro Pay (i) under no circumstances functions as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent, or merchant of any product or service being ordered, obtained, or procured by any funds processed through its services; and (ii) makes no representations or warranties and does not ensure the quality, safety, or legality of any product or service purchased with funds received through the Oro Pay Services.

2.5. The Merchant acknowledges and agrees that any dispute regarding any product or service purchased or procured by any funds requested or received through the Oro Pay Services or any transaction involving the Oro Pay Services is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services. Any transaction connected with the products and services offered by the Merchant shall only obligate the Merchant. Oro Pay shall not be a party to any resulting dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity, or use of the products and services offered by the Merchant. Without applying the liability restrictions contained in clause 7 herein-below or elsewhere, the Merchant shall fully indemnify Oro Pay against any claim by third parties relating to the use of the products and services offered and shall reimburse Oro Pay in full for the reasonable costs of any legal defence.

3. Oro Pay Responsibilities

3.1. Oro Pay shall make available to the Merchant and its current and prospective customers the Oro Pay Services as specified in this Agreement and as further described on the Oro Pay Website.

3.2. Oro Pay agrees (always subject to the terms and conditions of the Agreement) and is responsible to also:

3.2.1. provide the Services for which the Merchant subscribes to and pays for to the Merchant;

3.2.2. provide the Merchant with (or provide access to through the Oro Pay Platform system) standardized transaction reports as well as accounting reporting tools that the Merchant can use in preparation of its accounting records.

3.3. Oro Pay does not agree and it will not be bound by any representations made by Employees and representatives of third parties or agents that the Merchant has used to subscribe for all or any of the Oro Pay Services, nor will it be bound by any information posted on publicly available media including but not limited to its website and other electronic or hard copy brochures and leaflets.

3.4. Oro Pay has the right and the Merchant agrees that it may at any time:

3.4.1. Amend the terms and conditions of the Agreement or other Legal Agreements posted online on Oro Pay website, including any and all of its Schedules or other documents on Oro Pay website.

3.4.2. Change all or part of the Services it offers to the Merchant under the Agreement and/or other Legal Agreements, as posted online (and amended from time to time).

Amendments or service changes of any kind, as indicated in sub-clauses 3.4.1 and 3.4.2 above, will be enforced and be binding as per clause 2.12 of the Terms & Conditions of Services of Oro Pay (General Client Agreement of Oro Pay Service). In any case, the method of delivery or notification of the aforementioned amendments and/or changes to the Services will be chosen by Oro Pay at its sole discretion. Although Oro Pay will endeavor to inform the Merchant of the aforesaid in the delivery methods prescribed, the Merchant agrees to remain updated of any such amendments, by periodically reviewing the various delivery methods for any such notifications.

3.5. The Merchant can choose to terminate the Agreement at any time by notifying Oro Pay in the manner described in the Termination section of this Agreement, if it objects to the amendments in the terms and conditions and/or changes in the services provided by Oro Pay. The Merchant agrees that upon termination of the Agreement any paid fees will not be refunded and Oro Pay agrees that no additional fees will be charged. For avoidance of any doubts, any fees that are still due to Oro Pay and owed by the Merchant will remain due and the Merchant shall settle them even if the Agreement has been terminated. Continued use of the Services by the Merchant, after the expiration of the deadline set by relevant changes clauses, will be construed as acceptance of the amendments and/or changes, and the Merchant agrees to be bound by them. By continuing to use Oro Pay Services after any revision of the Agreement or change in Services, you agree to abide by and be bound by any such revision or changes.

3.5. Security of transactions is of utmost importance to Oro Pay, which has sustained adequate security systems to ensure secure transmission of Mechant’s Transactions over the internet. The security measures taken consist of encryption and firewall systems, as well as intrusion prevention mechanisms. For encryption Oro Pay will use Secure Socket Layer (SSL) technology which is considered the standard, while for the firewall system it will use a combination of hardware and software that will result in all external traffic terminating at a demilitarized firewalled zone. Intrusion prevention mechanisms will include a combination of Next Generation Firewall (NGFW), General Intrusion Prevention System (GIPS) and Active Management Technology (AMT).

3.6. Oro Pay does not guarantee the security of the Services or Transaction data, and Oro Pay will not be responsible in the event off any infiltration of its security systems, provided the Oro Pay has used commercially reasonable efforts to prevent any such infiltration.

3.7. The Merchants will be entitled to Oro Pay Support Services that are specific to the services they selected during the enrolment process and to any subsequent service package selected.

4. Merchant Responsibilities

4.1. The Merchant shall open and maintain a Merchant Account by selecting account type as a "Seller" (“Merchant” or “Business”) on the Oro Pay Website. As part of the registration process, the Merchant will have to accept the Terms & Conditions of Services and all Legal Agreements posted online on the Oro Pay website, which apply to every Oro Pay account and those applying only to Merchants.

4.2. The Merchant shall integrate the Oro Pay Services into the Merchant Website and operate the same in accordance with the relevant Manuals and/or Legal Agreements and/or policies of Oro Pay (as posted online to Oro Pay website and as amended from time to time).

4.3. The Merchant grants Oro Pay the right to access the Merchant Website for the purpose of conducting manual checks or automated searches in order to investigate the accuracy of information contained on the Merchant Website in relation to the Oro Pay Services, provided that (i) Oro Pay shall be under no obligation to conduct such searches or checks and (ii) any such searches shall under no circumstances be deemed an approval of any contents of the Merchant Website.

4.4. In addition to the security requirements set forth elsewhere in this Agreement (or in any other Legal Agreements on Oro Pay website), the Merchant shall enable the login restriction tools offered on Oro Pay Profile for both the Automated Payment Interface and the Merchant Account login through the Oro Pay Website. Recommended protection level is Phone security involving security PIN-codes sent to a mobile phone in order to perform any operation or account modification.

The Merchant shall further restrict any login to its Merchant Account to a pair or a range of IP addresses.

4.5. The Merchant shall not receive payments as consideration regarding any transaction or activity relating to any restricted or prohibited activities, as prescribed in clause 10 of the Terms & Conditions of Services of Oro Pay (General Client Agreement of Oro Pay Service) and to the Merchant Acceptance & Use Policy, or relating to any other goods or services the offering or provision of which is illegal under applicable laws and regulations.

4.6. The Merchant shall cooperate with Oro Pay to investigate any suspected illegal, fraudulent, or improper activity.

4.7. Upon commencement of the Agreement and at any time thereafter for purposes of complying with Regulatory Requirements, the Merchant shall provide Oro Pay with such information about its business, corporate structure and constitution, shareholders, partners, members, directors, key employees, or in the case of a trust, its beneficiaries (by also providing Oro Pay with relevant documentation, as per Oro Pay “Privacy Policy”). In particular, the Merchant shall inform Oro Pay in writing of any changes to its business model or the goods or services it sells or distributes if such change is or can reasonably be expected to be relevant with regard to compliance with Regulatory Requirements. Without applying the liability limits contained in clause 7 or elsewhere, the Merchant shall indemnify Oro Pay against all losses arising out of the Merchant's failure to notify Oro Pay of any such changes that are relevant for compliance with Regulatory Requirements applicable to Oro Pay or the Merchant.

4.8. The Merchant shall provide its customers with a clear and fair return and refund policy. The policy must be displayed prominently on the Merchant's website.

4.9. The Merchant acknowledges and agrees that the Merchant, and not Oro Pay, is responsible for the security of Transaction data, or information, or any other information stored on Merchant’s servers, and that Oro Pay is not responsible for any other party’s servers (other that subcontractors of Oro Pay solely to the extent Oro pay is liable for its own actions hereunder or in accordance to Legal Agreements posted online to Oro Pay website).

4.10. It is the Merchant’s sole responsibility to:

4.10.1. Frequently check the status of the account maintained with Oro Pay and to ensure by reviewing with similar frequency the account’s transaction history in order to ascertain if any unauthorized activity has taken place. When the Merchant suspects that unauthorized activity has taken place, such suspicion shall be promptly and expeditiously communicated to Oro Pay.

4.10.2. Keep the login details secure and strictly confidential. No unauthorized person should be in possession of such information and the Merchant must and will immediately inform Oro Pay of the suspected unauthorized possession or use of its login details. Despite the fact that Oro Pay may implement its own user password updating requirements, the Merchant is expected to implement even stricter requirements (but not less strict than those required by Oro Pay) depending on the specific risk it may face.

4.10.3. Develop and maintain (including hosting arrangements of) the Merchant website ensuring its accessibility on the internet. Through the Merchant website, the Merchant should ensure that any placed orders for products and/or services it sells will be properly fulfilled. The Merchant must also ensure unobstructed transmission of any transactional information to Oro Pay’s servers and that the Merchant’s system (software and hardware) is not tainting the transmitted information in any way.

4.10.4. Ensure that the software used is updated to the latest version and that any required security updated and patches are in place.

4.10.5 Ensure that the user registration information requested at the Merchant website as well as the available payment information is always up to date.

4.10.6. Ensure that there is at least one active commercial banking relationship with a credit institution. Oro Pay will have no bearing on this relationship and any terms and conditions set out by such a relationship will have no bearing on Oro Pay and will be the sole responsibility of the Merchant and the credit institution(s).

4.10.7. Ensure that collection, storage and transmission of client date is performed using security policies that are in line with business best practices and which protect the privacy of Client data, as required by the Processing of Personal Data (Protection of Individuals) Law and any other applicable law and regulations. For using its service, Oro Pay may review the Merchant data handling process and if deemed necessary, request that the Merchant undertake to bolster its process, within reasonable commercial limits, to further safeguard the Client data and the overall security of the Oro Pay service.

4.10.8. Ensure that any information procured through the use of the Oro Pay Service should only be used in conjunction with the service and in such a manner that it is not acceptable in accordance with the Agreement and Oro Pay Policies or other Legal Agreements. The Merchant shall not permit the use of such information by any other third party other than in conjunction with the service.

4.10.9. Use the Oro Pay Service in accordance with the terms and conditions stipulated in this Agreement, the Policies, Manual, User Guides and other Legal Agreements as posted online on Oro Pay website and amended from time to time.

4.10.10. Ensure that the Merchant is up-to-date with any amendments to the terms and conditions of the Agreement and with any changes to the services provided by Oro Pay from time to time.

4.11. The Merchant also agrees to provide Oro Pay, upon reasonable request and at the Merchant's expense, with information about its financial and operational status, including the most recent financial statements. The Merchant shall also undertake, at its own expense, any further action (including executing any necessary documents and registering any form of document) reasonably required to establish such form of security as reasonably required by Oro Pay.

5. Warranties

5.1. Each party warrants and represents to the other party that:

5.1.1. it has and will maintain all required rights, powers, and authorizations to enter into this Agreement and to fulfil its obligations hereunder (as per the already signed by the Merchant required documents for signing up with Oro Pay service);

5.1.2. it will perform its obligations hereunder with reasonable skill and care; and

5.1.3. it has in place and will maintain adequate facilities (including staff training, internal controls, and technical equipment) to comply with its data protection and confidentiality obligations hereunder.

5.2. Oro Pay represents and warrants that:

5.2.1. It possesses the necessary corporate authority to enter into and carry out the terms of this Agreement;

5.2.2. Its executive officers, board of directors and shareholders have taken all the necessary corporate actions for the performance of Oro Pay’s obligations stemming from this Agreement.

5.3. Except as expressly set forth above and to the extent permitted by applicable law, Oro Pay, its authorized representatives, and its licensors, as applicable, make no warranty of any kind, express, implied or statutory, regarding the services offered or the software provided;

5.4. Oro Pay, its authorized representatives, and its licensors expressly disclaim, to the maximum extent permitted by law, all conditions and warranties including but not limited to the implied warranty of non-infringement, except for any condition or warranty whose exclusion would contravene any law and regulation (including the European Commission Directive on Unfair Commercial Practices of 2005), or cause any part of this paragraph to be void (hereon after referred to as “non-excepted conditions”).

5.5. Subject to Clause 7 below, Oro Pay’s liability towards the Merchant as a result of a breach of any non-excepted condition is limited at its own option to the following:

unless such liability cannot be limited under jurisdictional laws and regulations.

5.6. Oro Pay, its associates, and its licensors neither represent nor warrant that the provision of services to the Merchant will be without, delay, interruption, compromise to its security systems related to its services, or error free (neither that all errors will be rectified), and the Merchant acknowledges and agrees that Oro Pay has not made any such representations or warranties to it.

5.7. The Merchant represents and warrants that:

5.7.1. He/She or as a legal entity possesses the necessary corporate or other authority to enter into and carry out the terms of this Agreement;

5.7.2. If a legal entity Its executive officers, board of directors and shareholders have taken all the necessary corporate actions for the performance of Merchant’s obligations stemming from this Agreement;

5.7.3. If it is an entity of any legal form or partnership, then the legal entity or the partnership is in good standing in its jurisdiction of incorporation or registration;

5.7.4. He/She or as a legal entity its authorized representatives have read and understood the Agreement in its entirety and had the opportunity to appoint or has appointed a counsel of his/her/its own choosing;

5.7.5. This Agreement constitutes a legally binding contract, it is valid and can be enforced against it under its terms and conditions;

5.7.6. He/She or as a legal entity has not received representations of any kind to entice it to enter into this Agreement.

5.7.7. The Merchant further represents and warrants that it shall comply with all applicable laws and regulations in relation to the use of the Oro Pay services, in dealing with the Users, and the use, provision and disclosure of Data.

5.7.8. it is not receiving funds in connection with any illegal, fraudulent, deceptive, or manipulative act or practice and that the Merchant is not sending or receiving funds to or from an illegal source.

6. Indemnification

6.1. Each party (the "Indemnifying Party") shall indemnify and hold harmless the other party and its employees and directors (the "Indemnified Party") for and against any and all claims, losses, liabilities, costs, expenses, or damages (including reasonable legal fees) incurred by reason of any claim, demand, lawsuit, or action by a third party (other than an employee or director of the Indemnified Party) resulting from an actual or alleged infringement of any third-party intellectual property right in connection with material provided by the Indemnifying Party.

6.2. The indemnity under section 6.1 shall only be available if the Indemnified Party:

6.2.1. Uses reasonable efforts to notify the Indemnifying Party of such claim as early as possible and in writing;

6.2.2. Uses reasonable efforts to mitigate the loss or amount of the claim;

6.2.3. Refrains from admitting any liability or settling any claim without the prior written consent of the Indemnifying Party; and

6.2.4. Provides, at its own cost, reasonable cooperation in the defence or settlement of such claim.

7. Liability and Limitations

7.1. To the extent allowed by applicable laws, neither party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss or damage of any kind including punitive or exemplary damages or for any loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third-party loss whether foreseeable or otherwise, except cases when this clause is not in conflict with other provisions of this agreement.

7.2 Except for the Merchant’s obligations in this clause or a breach under clause 1 of this Agreement, the aggregate liability of each party in contract, tort, negligence, or otherwise arising out of or in connection with this Agreement in any period of twelve months from the commencement date or any anniversary thereof (each a "Contract Year") shall be limited to the total amount of fees received by Oro Pay from the Merchant in the previous Contract Year (or, in the first Contract Year, the fees received to date).

7.3. Notwithstanding the above, nothing in this Agreement shall operate to exclude or restrict a party's liability

7.3.1. for fraud and fraudulent misrepresentation;

7.3.2. for death or personal injury due to negligence;

7.3.3. for payments due to Oro Pay pursuant to Schedule of Fees;

7.3.4. for remittance payments due to the Merchant subject to the provisions of this Agreement;

7.3.5. for willful and malicious misconduct;

7.3.6. for damage to real or tangible personal property;

7.3.7. for a breach of Confidentiality clause hereinbelow; and

7.3.8. to the extent that such exclusion or restriction is prohibited under applicable law.

7.3.9. Unless expressly stated otherwise, no indemnity obligation under this Agreement shall be subject to the limitations of liability contained in this section 7 or elsewhere.

7.4. Oro Pay shall not be liable for any of the following, among others:

7.4.1. if a hardware, software, or Internet connection is not functioning properly;

7.4.2. if any suspension or refusal to accept payments which Oro Pay has reason to believe to be made fraudulently or without proper authorization;

7.4.3. if the payment instructions received contain incorrect or improperly formatted information; or

7.4.4. if unforeseen circumstances preventing the proper performance despite any reasonable precautions taken by Oro Pay. Such circumstances may include, but are not limited to acts of god, power outages, fire, flood, theft, equipment breakdowns, hacking attacks, internal mechanical or systems failures, and downtimes of the Oro Pay website.

7.4.4. for the results of any credit inquiry;

7.4.5. for the functionality of Internet Service Providers (I.S.P.) or Financial Institutions (F.I.) websites, or the accessibility and functionality of the internet in general, or for any damages or costs the Merchant may incur or suffer as a result of any instructions given, actions taken or omissions made by it, its financial processors and F.I. or any I.S.P.

8. Confidentiality

8.1. During the term of this Agreement and thereafter, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party's Confidential Information to its employees, consultants, or independent contractors with a need to know and will not disclose the other party's Confidential Information to any third party without the prior written approval of the other party.

8.2. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or governmental investigation or proceeding.

8.3. The confidentiality obligations shall not apply to information that (i) is or becomes public knowledge through no action or fault of the other party; (ii) is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party's written records, and which was not acquired, directly or indirectly, from the other party; (iii) either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or (iv) information independently developed by either party's employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder.

9. Data Protection

9.1. Each party, when acting as data processor, shall process personal data in accordance with Regulatory Requirements.

9.2. Where one party acts as the data processor (the "Data Processor") of personal data processed by the other party as data controller (the "Data Controller"), the Data Processor shall at all times follow the Data Controller's reasonable instructions with regard to the personal data processed.

9.3. In case the Merchant integrates any fast registration gateway functionality as further described in the relevant Manuals in order to facilitate payments by new Oro Pay customers, the Merchant shall procure all necessary consents from such customers to process and share with Oro Pay any data required to facilitate the use of such fast registration functionality.

9.4. Oro Pay’s possession, use and processing of personal data and information is governed by its Privacy Policy (as posted online on Oro Pay website).

9.5. The full Oro Pay Privacy Policy Statement can be found on the Company website at www.oropay.com. This Privacy Policy dictates the rights and obligations of each Party with regards to the possession and processing of personal information. Oro Pay may at its sole discretion and at any time make amendments to the Privacy Policy statement, as per the described herein method and/or as per Oro Pay changes’ policy described onto other applicable Oro Pay Legal Agreements posted online. The revised Privacy Policy will be posted on the website and for a period of 1 month will include the version preceding the changes for ease of reference. The Merchant agrees to periodically review the Privacy Policy statement and be made aware of any changes to it. Use of any of the Oro Pay services after such modifications will be construed as acceptance of the revised policy terms. The Merchant acknowledges that it has the right to terminate the agreement, if all or any of the amendments are deemed to be not acceptable.

9.6. In the course of providing the services to the Merchant, Oro Pay will seize certain user and transaction information (the “Data). The Merchant acknowledges that and agrees to Oro Pay’s capturing of these Data and further agrees to provide only the Data necessary for Oro Pay to provide the Services. Oro Pay agrees to use the Data in identifiable form only for the purposes of offering the services and for the processing of transactions.

9.7. Oro Pay shall have the rights to:

9.7.1. Use the Data in a manner required to offer the services contemplated in this Agreement without limitation the provision of such Data to third parties who relate to the provision of the services.

9.7.2. To maintain the Data for a period of up to five years, or as the relevant EU and the Republic of Cyprus Laws and Directives may require. Such Data may be used for internal record keeping, internal reporting, and support purposes, and

9.7.3. To make such Data available either to honor a court issued injunction or the Law, or to be used in Oro Pay's defense in a legal dispute.

9.8. The Merchant is responsible to notify the third party persons of the fact that their personal data will be provided to Oro Pay as required by the service provided to the Merchant and represent and warrants that it will have received their consent for the provision to and the processing of (as necessary) by Oro Pay prior to doing so. The Merchant further disclaims that the notification to the third party persons includes the reason for collecting and remitting such personal data, who are the intended data recipients, which parts of the personal data is compulsory and which are optional, and should the need arise, by what method can the persons whose personal data is being held and controlled can correct them (in case of change or error). It is the Merchant’s sole responsibility for any repercussion stemming from his/her failure to notify, or to receive the consent of the third party, for the maintenance and control of his/her personal data and for the provision of any inaccurate, incomplete or outdated information.

10. Fees

10.1. The fees for the Oro Pay Services are stated on the section Schedule of Fees on the Oro Pay website. Unless otherwise indicated, fees are quoted in Euro.

10.2. Fees are quoted inclusive of Value Added Tax.

10.3. Any fee payable by the Merchant shall be deducted from the Merchant Account balance. If the Merchant Account balance is insufficient, or the Merchant Account balance becomes negative, Oro Pay reserves the right to invoice the Merchant for any shortfall.

10.4. The fees are subject to change pursuant to section 14 below.

10.5. Where Oro Pay is unable to deduct any fees or other monies payable by the Merchant from the balance of the Merchant Account, Oro Pay shall issue an invoice for the amount owed. Invoices are payable within fifteen days of the date of the invoice. In case of overdue payments, Oro Pay reserves the right to (i) charge interest in the amount of 8% per year (accruing daily); and/or (ii) terminate this Agreement as per clause 1.2.2.5. mentioned above.

11. Taxes

It is the Merchant's responsibility to determine which, if any, taxes apply to the payments received, and to report and remit the correct tax to the appropriate tax authority. Oro Pay is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any transaction.

12. Intellectual Property

12.1. For the duration and strictly for the purpose of this Agreement, the parties grant each other a non-exclusive, worldwide, royalty-free, non-transferable licence to copy, use, and display any registered or unregistered logo, trademark, trade name, custom designs, proprietary software core code, patentable applications, trade secrets, or other rights related to intangible property or intellectual property owned by or licensed to the other party.

12.2. Any use, adaptation, or amendment of any such intellectual property (except for non-material adaptation or amendments necessitated by the use for a particular purpose as contemplated by the parties) shall be subject to prior written approval by the party licensing the intellectual property in question. No party shall use the other party's intellectual property or mention the other party in any public communication without the first party's prior written approval.

12.3. The Merchant agrees that it has not obtained any rights expressed or implied other than the rights granted to it under the terms of this Agreement, and no title or ownership has been transferred to it under this Agreement. The Merchant further acknowledges that any work it performs in enhancing or modifying, expanding, compressing, compiling or recasting in any way preexisting versions of work provided to it shall be owned by Oro Pay, and all existing and future copyright and other right, title and interest shall automatically bestow to Oro Pay.

12.4. Except as expressly stated, nothing in this Agreement shall grant or be deemed to grant to any party any right, title, or interest in any logos, trademarks, trade names, or other intellectual property licensed to that party by the other party.

12.5. Except to the extent permitted by applicable law, the Merchant shall not undertake any action with the intent to ascertain and/or obtain for any reason or purpose the Oro Pay systems source code, processes or data. The Merchant has not been granted the right and shall not sell or resell, lease or sublet, sublicense, lend or otherwise transfer the Services or components thereof.

12.6. In using the other party's intellectual property (or intellectual property licensed to that other party by a third party), each party shall follow the other party's reasonable instructions having regard to the purpose of such use under this Agreement and the jurisdiction in which the other party's intellectual property is used. With respect to intellectual property owned or licensed by Payment Methods, the Merchant shall also follow instructions given by the relevant Payment Method. The Merchant shall not use such intellectual property in a way that is or may be detrimental to the business or brand of the relevant Payment Method.

12.7. Each party warrants and represents that it owns or has the right to use and sub-license any intellectual property which it uses or licenses for use to the other party.

12.8. Without prejudice to its right to give instructions under section 12.6, Oro Pay reserves the right at any time and in its sole discretion to require the Merchant to stop displaying, distributing, or otherwise making use of the intellectual property licensed to the Merchant by Oro Pay.

13. Assignment, Third Party Rights

13.1. The Merchant may not assign, sell or resell, lease or sublet, sublicense, lend or otherwise transfer any of its rights, obligations or privileges under this Agreement to a third party, without the prior written consent of Oro Pay. Notwithstanding the foregoing, either Party may assign this Agreement in connection with an asset sale, merger, acquisition, corporate reorganization or the like. Any attempted assignment in violation of this clause shall be void.

13.2. The Merchant may not outsource the performance of any of its obligations under this Agreement without the prior written consent of Oro Pay, such consent not to be unreasonably withheld.

13.3. No person who is not a party to this Agreement shall have rights under this Agreement or otherwise to enforce any term of this Agreement.

14. Change of Terms and Conditions

14.1. This Agreement is subject to change from time to time. Changes may be made by notice from Oro Pay to the Merchant under the following procedure, same as with the procedure describe also for any Oro Pay registered Client, as per clause 2.12. of the Terms & Conditions of Services of Oro Pay (General Client Agreement of Oro Pay Service).

14.2. Oro Pay shall give the Merchant notice of any proposed change to this Agreement via email or by communication via Oro Pay website(a "Change Notice").

14.3. A Change notice may be given by letter to the current or last known trading address of the Merchant or the Merchant's registered office or by email to the email address registered with the Merchant Account or via communication through Oro Pay website.

14.4. For avoidance of any doubt, changes will be posted online to Oro Pay website highlighted and marked with yellow and with a reference to the date of proposed amendment with their status “as pending” for one month thereof before enter into effect.

14.5. The proposed change shall come into effect automatically one month after the date of the Change Notice (either date of posting of proposed change to Oro Pay website or date of sending an email notification to the Client), unless the Merchant gives written notice to Oro Pay that it objects to the proposed changes.

14.6. Oro Pay may stipulate in a Change Notice a different time period for the coming into effect of any change, provided that such time period may not be less than one month.

14.7. If no objection notice is received by Oro Pay from the Merchant within the stipulated time frame, the Merchant is deemed to have accepted the change.

14.8. Notwithstanding any other clause to the contrary, the Merchant has the right to terminate this Agreement with immediate effect at any time before the change becomes effective.

14.9. Unless the parties agree otherwise, a Merchant's Objection Notice shall be deemed to constitute a notice to terminate this Agreement effective on the date immediately before the date on which the proposed change would otherwise come into effect under section 14.5.

15. Relationship of the Parties

15.1. The Merchant and Oro Pay are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture, or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.

16. Non-solicitation of Employees

16.1. The Merchant and Oro Pay undertake that they will not for the term of this Agreement and a period of six months thereafter on their own behalf or on behalf of any person directly or indirectly canvass, solicit, or endeavour to entice away from Oro Pay or the Merchant or an associated company any person who has at any time during the term of this Agreement been employed or engaged by Oro Pay or the Merchant or an associated company.

17. Notices

17.1. Any notice to be given under this Agreement must be given in writing and delivered either by next day courier, facsimile, by hand or other recognized delivery service, or by electronic email to the address shown below and shall be marked for the attention of the person specified below for Oro Pay, and for the Merchant to the address or registered email agreed with the Merchant Agreement and Merchant Application Form:

Address: 9 Agiou Athanasiou, Limassol, 4102, Cyprus,

Email: [email protected]

FAX: +357 25 752100

To the attention of “Customer Service”

17.2. The parties agree to conduct all communication in relation to this Agreement in English. Where Oro Pay sends or accepts communication in another language, this shall be for convenience only and shall not change English as the agreed language of communication for future communications.

17.3. A notice under this Agreement shall be deemed to have been received, in the case of notices sent by next day courier 3 Business Days following the day of posting, and in the case of notices sent by hand delivery, facsimile or electronic email on the day that such notice is sent.

18. Choice of Law and Forum

18.1. This Agreement and any legal relationship between the parties arising in connection with it shall be governed by and construed in accordance with the laws of Cyprus. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of, Cyprus.

19. Waiver

19.1. Any waiver of a right under this Agreement shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future.

20. Severability

If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, then such part shall be severed from the remainder of the Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.

21. Entire Agreement

This Agreement including all Legal Agreements posted online on Oro Pay website and/or other documents referred to and incorporated herein, represent the entire agreement of the parties in relation to its subject matter. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises, and terms contained in this Agreement and, save as expressly set out in this Agreement, neither party shall have any liability in respect of any other representation, warranty, or promise made prior to the date of this Agreement.

22. Variation

Subject to any explicit clause to the contrary, no variation or amendment to this Agreement shall be effective unless recorded in writing and signed by the duly authorized representatives of both parties.

23. Definitions and Interpretation

23.1. The following terms when used in this Agreement or any document referred to herein shall have the following meaning:

Agreement means this Agreement between Oro Pay and the Merchant as amended from time to time including all Legal Agreements as posted online on the relevant section on Oro Pay website, as well as any other documents the Merchant has signed in the course of signing up to Oro Pay Services, including but not limited to the Merchant Application Form and Merchant Agreement;

Business Day means any day other than a Saturday or a Sunday or a public or bank holiday in the Republic of Cyprus;

Payment Method shall mean any card payment systems (such as VISA, MasterCard®, JCB, or others, including national or local systems), bank payments (such as direct banking systems, direct debit systems, or bank transfer systems) or electronic payment systems (electronic money, phone payments, etc.);

Confidential Information means any information which is marked as "Confidential" or "Proprietary" or should be reasonably expected to be confidential having regard to the context of disclosure or the nature of the information; without prejudice to the generality of the foregoing, the terms of this Agreement as well as business plans, data, strategies, methods, customer and client lists, technical specifications, transaction data, and Customer data shall be deemed confidential;

E-Wallet Payment Service means Oro Pay's e-wallet based payment service through which an Oro Pay account holder can send funds to a recipient using an email address as the recipient's identifier (regardless of whether this is facilitated through the use of the Oro Pay Website or a payments gateway integrated into the Merchant Website or otherwise);

Gateway Service means any Oro Pay service using a payment gateway integrated into (but not necessarily hosted on) the Merchant Website for receiving payment instructions from a customer;

Manual means any of the technical manuals applicable to the Oro Pay Services are amended from time to time and published on the Oro Pay Website, or, in case of a merchant integration through a third-party service provider, any third-party integration instructions or manuals;

Merchant Account means the Merchant's registered electronic money account (or several such accounts) held with Oro Pay in accordance with Oro Pay's Terms & Conditions of Services (General Client Agreement);

Wallet means a separate Oro Pay sub-account used to sort payment activity of a single business or to conduct several businesses under one Oro Pay account.

Merchant Website means the website operated by the Merchant (as amended from time to time);

Oro Pay Services means any services provided by Oro Pay under this Agreement, including the E-Wallet Payment Service, the Gateway Service, and any other service as agreed between the parties from time to time;

Oro Pay Website means the website operated by Oro Pay (as amended from time to time) for the provision of its services, currently accessible at https://www.oropay.com, excluding any external websites to which the website points by way of hyperlink or otherwise;

Regulatory Requirements means any law, statute, regulation, order, judgment, decision, recommendation, rule, policy, or guideline passed or issued by parliament, government, or any competent court or authority or any payment system (including but not limited to bank payment systems, card payment systems such as Visa, MasterCard, JCB etc., or any other payment, clearing, or settlement system or similar arrangement that is being used for providing the services hereunder);

23.2. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.

23.3. Unless the contrary intention appears, words in the singular include the plural and vice versa; words importing the masculine gender include the feminine and neuter and vice versa; references to persons include bodies corporate, unincorporated associations, partnerships, or an authority.

23.4. Any phrase introduced by the term "included", "including", "in particular" or any similar expression will be construed as illustrative only and will not limit the sense of the words preceding that term.