Merchant Agreement Lr

MERCHANT AGREEMENT

KNOWN ALL MEN BY THESE PRESENTS:

This MerchantCORPOR Agreement (theA “Agreement”TE C) Ais enteredRD into APP by and between:LICATION FORM (Company) BDO UNIBANK, INC., a banking institution duly organized and existing under and by virtue of Philippine laws, with principal o ce address at BDO Corporate Center, 7899 Makati Avenue, Makati City, hereinafter referred to as “BDO”, - and -

, with principal o ce address at

hereinafter referred to as “MERCHANT”, WHEREAS, BDO is engaged in the business of acquiring VISA, Mastercard, JCB, American Express, UnionPay, Diners Club, Discover, Bancnet, Expressnet and Megalink credit and debit card transactions and desires to make available to holders of these credit and debit cards the opportunity to transact and purchase goods, merchandise or services from MERCHANT with the use of such credit and debit cards; WHEREAS, MERCHANT is duly licensed to engage in business and desires to honor the credit and debit cards in connection with its sale of goods, merchandise, and services; and NOW, THEREFORE, for and in consideration of the foregoing premises and the terms and conditions contained in this Agreement, the Parties hereto agree to the following:

1. DEFINITION OF TERMS – Unless the context otherwise requires, the following terms used in this Agreement shall have the following meaning:

a. “Activation Code” shall refer to the security code provided by BDO via email or SMS to activate the mobile application downloaded by the MERCHANT. b. “Agreement” shall refer to this Merchant Agreement, any Speciﬁc Agreement, and Annexes thereto, as may be amended or supplemented from time to time. c. “American Express Card” as used herein shall mean an authorized and unexpired card or any other account access device bearing the American Express name or the American Express trademark, service mark or logo, as may be amended by American Express International from time to time, or in any such authorized designs, marks or logo, which from time to time shall be issued by (1) BDO or (2) other banks, business entity, corporation or any other form of organization with which BDO or American Express International has valid agreement with respect to the use of the trade/service marks and logo of American Express.

d. “ATM/Debit Cards” as used herein shall mean a valid and unexpired ATM/Debit card including Prepaid cards issued by BDO and member banks of Bancnet, Expressnet, Megalink and other ATM/Debit cards that may be issued by BDO in the future including ATM/Debit cards that were issued or will be issued by other banks, card companies or third parties whose ATM/Debit card transactions are/will be acquired by BDO.

e. “Authorization” refers to the approval required to be obtained by MERCHANT before a Card transaction may proceed in accordance with the provisions of Section 4(a). Authorization may be obtained via the POS terminal, or in case the POS terminal is not working, approval may be obtained by telephone from BDO’s Authorization Center (“Voice Authorization”). The authorization contemplated herein shall take the form of a valid authorization code number obtained from the POS terminal or BDO’s Authorization Center by MERCHANT.

f. “Banking Day” shall mean the day when banks are open for business in Metro Manila. Provided, however, that Saturday and Sunday shall at all times be considered as non-banking day for purposes of this Agreement and notwithstanding any declaration on the contrary.

g. “BDO Pay” refers to an alternative facility for card acceptance using a mobile device attached with a card reader to be used by the MERCHANT. h. “Cash” refers to the amount requested by the Cardholders of ATM/Debit cards processed under Cash Agad Facility further detailed in Section 13. i. “Cash Agad” refers to an alternative facility for Cardholders of locally issued ATM/Debit Cards to withdraw cash from MERCHANTS via installed POS machines. j. “Cardholder” shall mean the person whose name is embossed or printed on the card. k. “Card Brands” shall refer to any company that provides card network such as, but not limited to, American Express, VISA International, Mastercard International, JCB International, Diners Club, Discover, UnionPay, Bancnet, Expressnet and Megalink.

l. “Card Reader” shall refer to BDO Pay Card Reader accessory to the mobile device which shall be exclusively provided by BDO to MERCHANT. m. “Cards” shall encompass all products, including credit cards and ATM/Debit cards, authorized and bearing the mark of VISA, Mastercard, JCB, UnionPay, Diners Club, Discover, American Express, Bancnet, Expressnet and Megalink. Additional brands may be included without executing a separate agreement unless otherwise required.

n. “Chargeback” shall mean the process by which BDO will charge to MERCHANT any amount which have been paid by BDO under such circumstances or situations as are provided under Section 9 of this Agreement or under dispute by Cardholder. o. “Convenience Fee” refers to an amount charged to the Cardholder for the availment of a Cash Agad Facility via the POS terminal. p. “Diners Club” as used herein shall mean an authorized and unexpired card or any other account access device bearing the Diners Club logo, name and world map, as may be amended by Diners Club International from time to time, or in any such authorized designs, marks or logo, which from time to time shall be issued by (1) BDO or (2) other banks, business entity, corporation or any other form of organization with which BDO or Diners Club International has valid agreement with respect to the use of the trade/service marks and logo of Diners Club.

q. “Discover” as used herein shall mean an authorized and unexpired card or any other account access device bearing the word Discover or Discover Network, security hologram and the Discover Acceptance Mark which appears either on the front or back of the card as may be amended by Discover Financial Services from time to time, or in any such authorized designs, marks or logo, which from time to time shall be issued by (1) Discover or (2) other banks, business entity, corporation or any other form of organization with which Discover Financial Services has valid agreement with respect to the use of the trade/service marks and logo of Discover as notiﬁed by Diners Club International to BDO.

r. “Electronic Data Capture (EDC) Mode” refers to the electronic means by which a Card transaction is processed. This transaction processing method does not require MERCHANT to submit paper drafts to BDO for posting into Cardholder’s account or interchange settlement with other issuing banks.

s. “General Packet Radio System (GPRS)” shall mean a packet-based wireless communication service. t. “Issuer” shall mean the entity authorized to issue Cards. u. “JCB Card” as used herein shall mean an authorized, unexpired card, valid in all respects, bearing the service marks, trademark(s) and or trade name of JCB and a design of blue, red and green bands or in such other design style as may, from time to time be determined by JCB (including amendments by JCB) which cards will be in the form, from time to time issued by (1) BDO or (2) other banks, business entity, corporation or any other form of organization with which BDO or JCB International has a valid agreement with respect to the use of either or both of the service marks of JCB.

v. “Late Presentment” as used herein shall mean a transaction which was not processed and/or submitted by MERCHANT to BDO within the period prescribed by the Card Brands rules.

w. “Mastercard” as used herein shall mean an authorized, unexpired card bearing the service/trade mark, Mastercard, Mastercard II design, with distinctive interlocking circles design consisting of (i) a red circle overlapping a yellow ochre circle, (ii) two gold circles and a GLOBE design consisting of a GLOBE, and “M” and a “C” which marks and designs are owned by Mastercard International, as may be amended by MASTERCARD from time to time, and (iii) in such other marks and designs, as may be issued by (1) BDO or (2) any other banks, business entity, corporation or any other form of organization with which BDO or MASTERCARD International has a valid agreement with respect to the use of either or both of the service marks of MASTERCARD.

x. “Merchant” shall mean a duly licensed business establishment authorized by BDO to accept Visa, Mastercard, JCB, American Express, UnionPay, Diners Club, Discover, Bancnet, Expressnet and Megalink cards and/or other card brands which BDO may authorize from time to time, as payment for its sale of goods and services, subject to BDO’s right to increase or reduce the card brands which may be accepted by Merchant.

y. “Merchant Operating Guide” refers to the set of guidelines and procedures, including its subsequent updates, issued by BDO to govern the acceptance of the Card. z. “Merchant Portal” shall refer to a web-based system used to monitor MERCHANT's usage of BDO Pay transactions. aa. “Merchant Share” refers to the agreed amount by BDO and MERCHANT that will be paid by BDO to MERCHANT from the Convenience Fee charged to Cardholders availing Cash Agad Facility.

bb. “Mobile Device” shall mean a BDO identiﬁed mobile phone or tablet which shall be used by MERCHANT to download BDO payment application. This will work in conjunction with a Card Reader.

cc. “Multiple Purchases” shall mean two or more purchases made by a Cardholder using the same card on the same day or consecutive days with or without Cardholder’s consent, with or without the required authorization from BDO.

dd. “Net Deposit of MERCHANT” shall refer to the amount which is required to be paid to MERCHANT by BDO in the manner provided under paragraph 6 which is equivalent to the Grand Total Sales as indicated in the Settlement Slip for electronically processed transactions or the Total Credit Sales as indicated in the Sales Summary Sheet for manually processed transactions less: (i) any credit/refunds or discounts granted to Cardholders by MERCHANT, if any, (ii) the discount due to BDO equivalent to a percentage (%) of Grand Total Sales or Total Credit Sales, (iii) applicable taxes, (iv) any chargeback under paragraph 9, (v) adjustments and/or reversals by BDO, (vi) penalties or any unpaid amounts of MERCHANT to BDO.

ee. “No Signature Program” refers to a process where Cardholders need not sign the Sales Slip based on certain conditions prescribed by the Card Brands. This program shall only be limited to EDC and face-to-face card transactions with an assigned maximum amount as speciﬁed in Section 5.d hereof. . “Parties” shall mean BDO and MERCHANT including their respective successors-in-interest and permitted assigns. gg. “POS Terminal” refers to Point-of-Sale, either wired or wireless machine which may be installed in the MERCHANT business premises for use in the availment of Cash Agad or processing of Credit and ATM/Debit card transaction by swiping, dipping, or tapping the Cards.

hh. “Related Facility” refers to any of the speciﬁc transactions/agreements between the BANK and the MERCHANT as enumerated under Section 13 hereof. ii. “Sales Slips” also referred to as Charge Slip, shall refer to the forms supplied by BDO which shall constitute proof of the consummation of a Card transaction processed by the MERCHANT and shall serve as an authorization from the Cardholder (whether signed or unsigned, if unsigned it must comply with the set criteria for No Signature Program) for (i) BDO to pay MERCHANT based on the amount appearing on the Sales Slip and (ii) to charge the Cardholder’s account for the equivalent amount indicated on the Sales Slip. Sales Slip shall not represent any other extension of credit such as cash advance or otherwise intended to obtain cash from MERCHANT without sale and delivery of goods, merchandise or services.

jj. “Sales Slip Retention” refers to the arrangement where MERCHANT is responsible for safekeeping the Sales Slips and MERCHANT is required to print only two (2) copies of Sales Slips, one for Bank copy and the other one as Customer Copy. In the event that BDO needs such Sales Slips, then MERCHANT should submit such Sales Slips within ﬁve (5) Banking Days from receipt of notice from BDO or within such other period of time as may be required by BDO. Non-fulﬁllment by MERCHANT hereof will result in Chargeback.

kk. “Sales Slip Submission/Surrender” refers to MERCHANT’s responsibility of submitting Sales Slips to BDO of MERCHANT’s credit card transactions in exchange for payment of sales transactions. In this arrangement, MERCHANT is required to print three (3) copies of Sales Slips namely: Bank copy, Customer copy and Merchant copy. The Bank

REVISED AS OF JANUARY 2017 copy shall be submitted or surrendered to BDO in exchange for check payment. This is not applicable to ATM/Debit and Cash Agad card transactions.

ll. “Sales Summary Sheet” also referred to as Sales Summary Slip, shall mean the transmittal prepared by the MERCHANT summarizing the transactions containing, among others, the following information: (i) the total card sales for the speciﬁed period based on the face value of the Sales Slip issued for the period (“Total Credit Sales”), and (ii) the Net Deposit of MERCHANT as deﬁned under paragraph (ad). This is applicable to credit card transactions only.

mm. “Settlement Slip” shall mean a print out from the POS terminal indicating the total sales for the day as a result of MERCHANT's performance of the required daily settlement.

nn. “SIM Card” or Subscriber Identiﬁcation Module (SIM) card shall mean the intelligent mobile chip card provided by authorized telecom company to enable wireless GPRS communications between the POS terminal and BDO.

oo. “Speciﬁc Agreement” shall refer to the agreement entered into by BDO and MERCHANT in relation to the availment by the MERCHANT of any of the Related Facility. pp. “Split Sales” refers to splitting a sales transaction by dividing the cost of a single transaction into two or more sales receipts, using a single Cardholder account. A merchant may split transactions in an attempt to circumvent authorization limits imposed in its merchant account agreement.

qq. “Sta PIN” shall refer to an assigned code issued by BDO to MERCHANT for each user authorized by MERCHANT to accept card payment via BDO Pay. rr. “Subsidy Rate” shall refer to the amount which is required to be paid by MERCHANT to BDO in the manner provided under Section 25.5 on Credit Card Installment Plan which varies for each speciﬁed payment term.

ss. “Suspicious Purchases” shall mean purchases made by a Cardholder with doubtful motive or under suspicious circumstances with respect to the amount, volume, nature and character of goods, merchandise and/or services purchased in relation to the person or business of the Cardholder or making it appear that the purchases of goods and/or services was made when in actuality cash advance was applied, including but not limited to multiple purchases, use of cards bearing dierent names, signatures on Sales Slips which appear to be dierent from the signatures on the cards, Cardholder’s signature varies from one Sales Slip to another, a sudden increase or unusual amount of Card transactions by the same Cardholder with the MERCHANT, or the natural features of the Cardholder do not appear to match the name or evident nationality or citizenship of the person whose name appears on the card. Suspicious purchases made by the Cardholder, including his/her extension Cardholders, (if allowed by the MERCHANT) shall be considered fraudulent transactions and, therefore, constitute prima facie evidence of fraud and deceit on the part of MERCHANT for purposes of litigation without prejudice to prosecution under R.A. 8484 against responsible parties.

tt. “UnionPay” as used herein shall mean an authorized, unexpired card, valid in all respects including but not limited to debit cards, credit cards and dual-branded cards bearing the UnionPay logos, as may be amended by UnionPay from time to time, and in such other marks and designs, as may be issued by (1) BDO or (2) any other banks, business entity, corporation or any other form of organization with which BDO or UnionPay has a valid agreement with respect to the use of either or both of the service marks of UnionPay.

uu. “VISA” as used herein shall mean an authorized, unexpired card bearing the VISA brand mark as may be amended by VISA from time to time, and in such other marks and designs, as may be issued by (1) BDO or (2) any other banks, business entity, corporation or any other form of organization with which BDO or VISA International has a valid agreement with respect to the use of either or both of the service marks of VISA. The headings in this Agreement are inserted for convenience of reference only and shall not limit or aect the interpretation of the provisions hereof.

2. ACCEPTANCE OF THE CARD a. Upon the eectivity of this Agreement and during the term hereof, the MERCHANT shall honor without any discrimination, all valid and unexpired Cards presented by bonafide Cardholders in the purchase of goods and/or services. Unless required by BDO, there should be no minimum or maximum amount requirement for every card transaction. MERCHANT shall neither require nor post signs indicating that there is a minimum or maximum amount for card transactions or discriminate against particular type of cards. b. Cards are non-transferable and must be presented only by bonafide Cardholders. c. The MERCHANT shall honor the Card only after it has determined and been satisfied that: c.1. The bearer of the Card is the Cardholder to whom the Card has been issued. In case of doubt, additional identification documents should be required from the Cardholder to establish positive identification and determine the authenticity of the signature.

c.2. The Card is not yet expired and is within valid dates. c.3. The signature a xed by the Cardholder in the presence of the personnel of the MERCHANT on the Sales Slip prepared by the latter is the same as the specimen signature appearing on the Signature Panel at the back of the Card.

c.4. The Card is not in any way mutilated, defaced nor bear any markings of alteration/tampering in the embossed/printed characters, numbers, signature panel or data on the magnetic stripe.

c.5. Completeness of the physical features of the Card and its design as described in the Merchant Operating Guide. c.6. For ATM/Debit Card and UnionPay transactions, a Personal Identiﬁcation Number (“PIN”) has been properly entered by the Cardholder in the POS terminal to validate the transaction, except for some UnionPay Debit cards that does not require PIN entry by the Cardholder.

d. MERCHANT shall at no time open its own charge account for Cardholders or bill Cardholders directly or oer its own credit and similar programs without the prior written conformity of BDO. e. All Card transactions shall require authorization. However, transaction authorization shall refer only to the veriﬁcation on the validity and expiry date of the Card and availability of the credit limit at the time of the Card transaction. MERCHANT acknowledges that a transaction approval does not warrant the authenticity of the transaction or the identity of the cardholder, the conﬁrmation of which shall be the sole responsibility and accountability of MERCHANT.

3. SURCHARGING PROHIBITION The selling price of goods and/or services sold/rendered by the MERCHANT to the Cardholder shall be at the regular selling price to cash customers at the price indicated in the price tag for such goods and services, without adding-on any extra percentage of any kind to the Cardholder transactions. However, with respect to items on “sale” during bargain/discount sale when the prices of goods and/or services are substantially reduced, the MERCHANT, except for ATM/Debit Card transactions, has the option to (1) charge the regular price for such item/s or (2) provide the Cardholder a dierent discount or (3) exclude the “sale” items from the credit facility. Provided however, that in exercising any of the enumerated options, it is agreed that the MERCHANT shall ﬁrst disclose and explain the same to the Cardholder. For ATM/Debit Card transactions, MERCHANT shall give full discount for all purchases on sale items. In the event that Cardholder is able to pay surcharge, extra charge or additional charge imposed by the MERCHANT in violation of the foregoing paragraph, MERCHANT shall immediately pay back the surcharge, extra charge or additional charge paid by the Cardholder to BDO or the Issuer, and the latter shall immediately credit said amount to Cardholder’s Statement of Account, or immediately reimburse the Cardholder in case of ATM/Debit Card transaction.

4. COMPLETION OF A CARD TRANSACTION a. Except otherwise provided in this Agreement, MERCHANT must always secure prior Authorization by whatever means applicable from BDO in cases where: (a) doubtful identity of the person presenting the Card; (b) the POS is not functioning and/or for any reason the Sales Slip cannot be printed. Whenever an Authorization is requested, MERCHANT must always provide BDO with all the necessary information enumerated in the Merchant Operating Guide. MERCHANT represents and warrants to BDO that all Sales Slips to be submitted to and accepted by BDO: a.1. Represent bonaﬁde sales of merchandise and/or services in the usual course of business of MERCHANT as disclosed to BDO and approved/licensed by the relevant government agency, and for the total price;

a.2. Are not/will not be damaged, illegal or otherwise impair the validity or enforceability of collection thereof from the Cardholder who made the transaction; and a.3. Shall consistently be for the full amount of the transaction where there is full or complete delivery of goods and/or services and shall not be processed in parts constituting Split Sale unless the transaction is covered under the conditions stated in Section 4.(c.2). The MERCHANT must retain the Card while requesting for Authorization and/or in response to Authorization, the MERCHANT is advised to obtain or hold the Card. b. MERCHANT assumes full responsibility for any goods and/or services returned and/or questioned by Cardholder as well as for the accuracy and correctness of any data or information appearing on the Sales Slip. MERCHANT agrees to indemnify and hold the Issuer and/or BDO free and harmless from any claims relating to any Sales Slip or as may be made by way of defense, oset, counterclaim or a rmative action by the Cardholder. MERCHANT shall not complete a transaction when only part of the amount due is indicated on the Sales Slip except under the following circumstances: c. c.1. When the balance of the amount of sale is paid by the Cardholder in cash, check or other credit or debit card at the time of transaction; c.2. In non-immediate delivery transaction whereby the goods and/or services is to be delivered or performed at a later date where one Sales Slip represents the “initial” or “down payment” and another Sales Slip represents the “balance” or “final payment”, the latter to be submitted by the MERCHANT to BDO upon delivery of goods and/or completion of service. The Sales Slip representing the “balance” or “final payment” shall not be presented to BDO until the goods are delivered or services performed. Separate approval is required for “initial” or “down payment” and “balance” or “final payment”. Sales Slip Approval on the “initial” or “down payment” does not guarantee subsequent approval on the “balance” or “final payment” nor shall it bind or obligate BDO to thereafter authorize the “balance” or “final payment” of the Sales Slip.

d. MERCHANT should give the Cardholder’s copy of the Sales Slip in accordance with the Merchant Operating Guide.

5. SALES SLIPS a. Each transaction shall be supported by a Sales Slip as accomplished and generated strictly in accordance with the Merchant Operating Guide provided by BDO to MERCHANT or manually prepared in accordance with paragraph b hereof. b. In case the POS terminal is down, MERCHANT shall secure approval for the transaction via Voice Authorization, or from such other approving authority as may be notiﬁed from time to time, and thereafter, MERCHANT shall manually prepare the Sales Slip. The Sales Slip must be submitted together with the Sales Summary Slip to BDO on the next Banking Day from the date of transaction. This procedure is applicable to Credit Card brands of VISA, Mastercard, JCB, BDO-Issued UnionPay, Diners Club, Discover, and American Express. No ATM/Debit or Cash Agad transaction shall proceed in case the POS terminal is down. c. After the Sales Slip is generated by the POS terminal or manually prepared by MERCHANT, as the case maybe, one (1) copy goes to the MERCHANT and one (1) copy is given to the Cardholder in the case of Sales Slip Retention. The MERCHANT is required to maintain MERCHANT copies of Sales Slip and must be able to present legible copies as may be requested by BDO within ﬁve (5) Banking Days from the date of such request. Failure to present requested copies will result in an outright chargeback. In the case of Sales Slip Submission or Surrender for credit card transactions, where three (3) copies of Sales Slip must be prepared, one (1) copy goes to the MERCHANT, one (1) copy is given to the Cardholder, and one (1) copy to BDO in exchange for check payment. In both cases, the MERCHANT is required to keep and shall keep BDO copies of EDC Sales Slips for at least eighteen (18) months from transaction date. Failure of MERCHANT to comply with its obligation under this provision may result to chargeback. d. The No Signature Program shall be available to certain Merchants as may be solely determined by BDO and advised by written notice. Under the No Signature Program, MERCHANT can process a Credit Card transaction amounting to Peso: Two Thousand (Php2,000.00) or below, or such other amount as determined by BDO, without requesting Cardholder to sign a Sales Slip. The MERCHANT is required to keep and shall keep BDO copies of EDC Sales Slips further to Section 5.c above. On the other hand, MERCHANT is not required to provide a copy of the Sales Slip to the Cardholder unless requested by the latter. e. MERCHANT shall only present records of valid Card transactions to BDO with which the MERCHANT has an existing Merchant Agreement and only present records arising from the sale of its goods, merchandise and/or services, or cash withdrawal transactions. The MERCHANT shall not present records of Card transactions that it knows or should have known to be fraudulent or invalid or processed to obtain undue advantage to BDO or to obtain cash advance from BDO or not authorized by the Cardholder, by the POS terminal or by Authorization, as the case maybe, and in this connection, MERCHANT shall be responsible for the actions of its employees/representatives. MERCHANT shall extend full cooperation in any investigation conducted by BDO in connection with fraudulent and/or unauthorized and/or invalid Card transactions.

f. The MERCHANT shall exclusively use the Sales Slips issued by BDO on BDO issued POS terminal.

6. MERCHANT DISCOUNT RATE / REIMBURSEMENT a. BDO undertakes to pay MERCHANT for all Sales Slips validly generated in connection with sales transactions using a Card, at the discount rate indicated in Section 25 hereof (“Merchant Discount Rate”), computed from the face value of the Sales Slip. MERCHANT shall be reimbursed net of the discount rate including applicable taxes in accordance with the mode of reimbursement speciﬁed by the MERCHANT in Section 26 hereof.

REVISED AS OF JANUARY 2017 Notwithstanding the stipulated rates in Section 25, BDO may still prescribe a dierent discount or reimbursement rates as the case maybe, depending on the facility availed by the MERCHANT. Unless otherwise provided in this Agreement, the Speciﬁc Agreement governing the availed facility shall provide for the same. b. In order to facilitate the transfer of payments, debits between the Parties hereto, including but not limited to the settlement by BDO of the Net Deposits of MERCHANT, MERCHANT can either request BDO to (i) deposit the full amount of the Net Deposit of MERCHANT to the current or savings account (“CA/SA”) of the MERCHANT with BDO, or (ii) issue check payment representing the Net Deposit of MERCHANT, as indicated by MERCHANT in Section 26. If MERCHANT wishes to be reimbursed via credit to CA/SA, the MERCHANT shall, for this purpose, open and maintain with any BDO branch, a CA/SA (the “Designated Account”) to which the amount to be reimbursed net of stipulated discount rate including applicable taxes, refunds, chargeback, adjustments/reversals or penalties shall be credited. MERCHANT may however, use any existing CA/SA with BDO to serve as the Designated Account, by duly notifying BDO thereof. The opening, maintenance and operation of the Designated Account shall be subject to the applicable rules and regulations of BDO in so far as not inconsistent with the provisions of this Agreement.

Within ﬁve (5) Banking Days from receipt or credit of payment, MERCHANT should communicate to BDO if any discrepancy is noted in the amount paid via check or credited to Designated Account against the batch totals of the end-of-day settlement report of the MERCHANT considering applicable discount rate and taxes, otherwise, the payment shall be deemed correct and ﬁnal. c. MERCHANT shall settle all transactions daily, otherwise, any cost resulting from such failure will be borne by the MERCHANT. BDO shall not be obliged to reimburse transactions which have not been immediately settled or submitted to BDO or categorized by the Card Brands as Late Presentment. Settlement shall be based on BDO system generated report and BDO auto-transfer report. In the case of manually prepared Sales Slip where the transaction approval is secured via Voice Authorization, submission shall be based on the date when it was submitted to BDO attached with a Sales Summary Slip.

Reconciliation of accounts may be allowed by BDO on a case-to-case basis, subject to written request of MERCHANT. Any claim of MERCHANT for discrepancy between the amount credited to the Designated Account or paid-out to MERCHANT via check or other modes of reimbursement on the one hand, and the total sales generated at the POS terminal on the other hand, shall be presented in writing by MERCHANT to BDO and substantiated by MERCHANT with proof satisfactory to BDO within ﬁve (5) Banking Days from receipt or credit of payment. Otherwise, the amount credited to the Designated Account or paid-out to MERCHANT as reﬂected in the abovementioned reports, shall be deemed conclusive upon MERCHANT. The same shall also be applied to claim of MERCHANT for unpaid transactions with Settlement Slip print out but remain to be unpaid by BDO. In case BDO needs to debit the Designated Account of the MERCHANT to adjust earlier credit, MERCHANT hereby irrevocably grants such authority to BDO with BDO providing written notice to MERCHANT of adjustment made. d. MERCHANT hereby irrevocably authorizes BDO to put on hold and apply the Designated Account and the funds therein, the Net Deposit of MERCHANT, any check payments or any account, money, securities and things of value which are now or may hereafter be in the hands of BDO or any of its subsidiaries, a liates or parent company to the extent of the full amount of suspicious purchases and/or transactions, disputed transactions, fraudulent/unauthorized transactions, penalties imposed in violation of Card Brand rules, or other liabilities of MERCHANT to BDO arising from this Agreement, whether existing or anticipated, by way of security or payment. This provision shall survive the termination of the Agreement.

7. TAXES All taxes collected or levied, however designated, which may be imposed by the local or national government, due or incurred as an incident to or as a consequence in the execution and performance of this Agreement and payment of Net Deposit of MERCHANT hereunder shall be solely for the account of the MERCHANT. As mandated by the Bureau of Internal Revenue (BIR), BDO shall withhold 0.5%, or such other withholding rate as may be imposed by the BIR from the total reimbursements of the MERCHANT. A Creditable Withholding Tax Certiﬁcate will be issued by BDO to the MERCHANT on a regular basis.

8. DISPUTED TRANSACTIONS BDO shall refer all disputed Card transaction/s to the MERCHANT and the latter undertakes to resolve the issue with the Cardholder within a period of ﬁve (5) Banking Days from receipt of advice from BDO or the Cardholder dispute or chargeback as the case may be. Simultaneously with MERCHANT’s coordination with Cardholder regarding a particular dispute, MERCHANT shall furnish BDO copies of its communications with the Cardholder and such other necessary documents as determined by BDO, e.g. order forms, to enable BDO to properly document its case ﬁle on the Cardholder with respect to the disputed transaction/s. BDO agrees to entertain complaints provided that such complaint/s was/were received within thirty (30) calendar days from transaction date. BDO reserves the right to change the period with prior written notice to the MERCHANT.

9. CHARGEBACK a. MERCHANT agrees that BDO shall have the right to Chargeback any amount which has already been paid for by BDO in any of the following instances: a.1. In case of MERCHANT’s failure to comply with any of its obligations under this Agreement,

a.2. In case of any Cardholder dispute with respect to the transaction which is not resolved within ﬁve (5) banking days period referred to in Section 8, a.3. MERCHANT refuses to pay any outstanding obligation to BDO such as, but not limited to, obligation arising from imposition of penalties or damaged/lost POS Terminals, a.4. Failure of MERCHANT to submit Sales Slips whenever required by BDO, or a.5. Failure of MERCHANT to state accurate transaction details on the merchant initiated refund request which resulted to ﬁnancial losses to BDO. BDO shall issue the corresponding Chargeback advice to MERCHANT, and MERCHANT agrees to receive said Chargeback which BDO shall deduct against future payments of billings, if any, or otherwise billed to MERCHANT in accordance with paragraph c. below.

b. MERCHANT agrees that BDO shall have the right to Chargeback in case the Sales Slip paid for by BDO pertains to a Sales Slip and/or transactions described below: b.1. The Sales Slip has been altered, erased or proven by Cardholder to have been drawn fraudulently or ﬁctitiously and without his authority. b.2. The Sales Slip is illegible, incomplete, unsigned (except for Sales Slip under No Signature Program) or belongs to a card issuer other than those serviced by BDO, or the card was not imprinted on the Sales Slip. b.3. The Sales Slip was issued for sale of goods, merchandise, services, or any other use of the card that constitutes a crime or an illegal act or would involve a violation of law or the rules or regulations of any government agency. b.4. The Sales Slip issued does not contain Cardholder’s signature, as applicable, or card number or it does not appear that MERCHANT exercised reasonable diligence in verifying that the purchaser presenting the card is the authorized signatory and the named Cardholder or the Sales Slip indicates as Suspicious Purchase. b.5. Any scheme or design which may be considered by BDO as analogous or similar to any of the situations enumerated above.

c. Upon issuance of the Chargeback advice, BDO will deduct the Chargeback amount from the Net Deposit of the MERCHANT. If there is no Net Deposit due to the MERCHANT, MERCHANT irrevocably authorizes BDO to deduct/oset the Chargeback amount due without the need of demand or notice or any further act or deed, against the Designated Account, if any, check payments or any account, money, securities and things of value which are now or may hereafter be in the hands of BDO or any of its subsidiaries or a liates or parent company, without prejudice to BDO’s right to pursue collection of the Chargeback amount from MERCHANT by other legal means in case deductions/ osetting is not possible. For the foregoing purposes, the MERCHANT hereby waives his/her/its rights under R.A. No. 1405 (The Bank Secrecy Act of 1955), as amended, Section 55 of R.A. No. 8791 (The General Banking Law of 2000), as amended, R.A. No. 6426 (Foreign Currency Deposit Act of the Philippines of 1974), as amended, and other laws/regulation, relative to the conﬁdentiality or secrecy of the bank deposits/accounts, placements, instruments and similar or related assets in the custody of BDO or any of its subsidiaries or a liates or parent company.

d. If MERCHANT fails to make timely payment of the Chargeback, thereby resulting in Cardholder’s billing dispute, inquiry or imposition of ﬁnance charge and/or late payment charge which would not have been imposed otherwise, MERCHANT shall reimburse BDO for any expense and charges thereby incurred, including but not limited to the amount of any such refund.

e. Failure of MERCHANT to settle all transactions daily or submit Sales Slips together with Sales Summary Sheet immediately resulting in chargeback will be for the full account of the MERCHANT. Any Chargeback amount not paid or settled when due shall be subject to penalty interest at the prevailing market rate at the time the Chargeback amount is due, as determined by BDO.

f. For closed or inactive merchants who opt to pay the outstanding Chargeback, the Chargeback amount should be inclusive of the applicable tax. The provision on Chargeback shall survive the termination of this Agreement.

10. THIRD PARTY SERVICES

The MERCHANT may, upon prior written consent of BDO, which consent shall not be unreasonably withheld, use special services by a third party to assist them in processing transactions, including but not limited to sales, settlements, accounting functions or provide screening tools for the MERCHANT. If MERCHANT elects to use a third party, it undertakes that said third party shall comply with the terms of this Agreement. MERCHANT shall assume full responsibility and liability and hold BDO free and harmless against any loss, injury or damage which may be suered by the latter or any other third party for any failure of that third party to comply with the provisions of this Agreement. BDO will not be responsible for any losses or additional fees incurred by the MERCHANT as a result of disa liation due to non-compliance of their third party agent with the provisions of this Agreement. If MERCHANT elects to use a third party, it undertakes that said third party shall comply with the terms of this Agreement, rules and regulations of BDO, Card Brands, PCI DSS and PA DSS, government rules and regulations, whether provided for in this Agreement or should have been known to the MERCHANT.

11. MERCHANT SUPPLIES/MATERIALS a. BDO shall, at its own expense, provide the MERCHANT upon request with su cient forms of Sales Slip and other forms/supplies, and marketing/promotional materials, which shall be used exclusively in connection with the card purchases, as applicable, contemplated under this Agreement.

b. The MERCHANT will prominently display BDO signages, marketing/promotional materials provided by BDO to inform the public that Cards will be honored and accepted at the MERCHANT’s place/s of business, and when the POS terminals are defective or down due to network issues. Such displayed Card mark or logotype must be at least of the dimension of and as prominent as any other card program mark or logotype displayed. The cost of these materials will be shouldered by BDO.

12. POINT-OF-SALE / ELECTRONIC DATA CAPTURE (POS/EDC) TERMINAL If the average billings generated by a MERCHANT would justify the installation of the POS terminal/s and/or Electronic Data Capture (“EDC”) machines (herein collectively referred to as “Terminals”) in the business premises of the MERCHANT, BDO may provide such Terminal(s) and peripherals in relation hereto, upon MERCHANT’s request subject to terms and conditions as may be agreed upon by the Parties, including but not limited to an agreement for the payment of rent and/or service fee. The Terminals installed shall remain the property of BDO or its service provider, and BDO/service provider shall be solely responsible for the maintenance and repair of the Terminals and shall be returned to BDO/service provider upon the termination of this Agreement. The MERCHANT shall have the sole and exclusive responsibility to protect and secure the Terminals together with all its peripherals. The MERCHANT shall make sure that only its authorized personnel or representatives, BDO authorized personnel or BDO service providers will have access to the Terminals. Similarly, MERCHANT irrevocably authorizes BDO representatives to reprogram installed Terminals, as needed, at any time. MERCHANT shall be responsible for any loss or damage arising from the unauthorized access to the Terminals. Furthermore, the MERCHANT shall properly use and cause the proper use of the unreturned Terminals, and with due care and diligence. In case of damaged, lost or unreturned Terminals, irrespective of the cause, the MERCHANT shall pay BDO the amount of not lower than Forty Thousand Pesos (Php40,000.00) per terminal or in such amount as may be determined by BDO/service provider, depending on the type of terminal and peripherals installed. MERCHANT shall refer to the Merchant Operating Guide for the proper care and security of the Terminals. In case the Terminal breaks down, it shall be the duty of the MERCHANT to inform BDO/service provider thereof immediately but in no case later than forty-eight hours from knowledge thereof. The MERCHANT shall not under any circumstance, including repair of the terminal, alter, modify or change the setting, conﬁguration, or program of the POS terminal, or connect any unauthorized external devices such as but not limited to card readers, Terminal Management Software (TMS) such as Term Master or VeriCentre, without the prior written permission of BDO. The MERCHANT agrees that BDO or its service provider shall solely perform relocation of the Terminals.

a. RULES ON THE USE OF THE POS TERMINAL a.1. The MERCHANT hereby warrants that it shall not allow the use of the POS terminal by any of its agents, employees, and/or representatives who have not undergone su cient training in the operation thereof. For this purpose, MERCHANT’s agents, employees, and/or representatives who are allowed to use the POS terminal are

REVISED AS OF JANUARY 2017 presumed to have undergone su cient training and orientation with regard to the operation and use of the same. MERCHANT hereby acknowledges that it has received the procedures and/or precautionary measures including the best practice guidelines for the POS terminals to ensure adequate protection and safeguarding of Card account information prescribed by BDO or the Card Brands. a.2. In case the product sold by the MERCHANT to the Cardholder shall be delivered to a location/address other than the point of sale, the MERCHANT shall require the Cardholder to issue a written instruction authorizing such delivery. a.3. The MERCHANT shall be bound by the acts or omissions of persons or individuals who carry and use the POS terminal within and/or outside the premises of the MERCHANT. For this purpose, it is conclusively presumed that whoever caused the swiping, dipping or inserting of the Card in the POS terminal is authorized by the MERCHANT. Thus, in case a Cardholder disputes a transaction carried out in this manner, the MERCHANT shall be liable for the Chargeback.

13. RELATED FACILITIES MERCHANT may avail any of the following related Facilities of BDO:

Mail Order Telephone Order (MOTO) This refers to Mail Order/Telephone Order type of transaction whereby the Cardholder transacts with the MERCHANT via mail or telephone.

Recurring Payment System (RPS) This refers to continuous billing facility wherein BDO agrees to advance to MERCHANT the amounts assessed or billed by the latter for monthly dues or charges which are due and owing from the Cardholders and to collect from the Cardholders, through BDO's billing facility, such amounts as may have been advanced by BDO to MERCHANT.

Cash Agad Facility The MERCHANT who avail of this Facility can process withdrawal transactions of Cardholders of locally issued ATM/Debit Cards. MERCHANT acknowledges that this Facility is made available for the convenience of the Cardholders, and shall be utilized for the purpose of making cash withdrawal transactions. Any misuse or abuse in the use of the Facility by the MERCHANT including processing of a cash withdrawal transaction for the sale of goods or services shall be considered violation of this Agreement.

a. Acceptance of Debit/ATM Card. The MERCHANT shall honor the Debit/ATM Card only after it has determined and been satisfied that: (i) a Personal Identification Number (PIN) has been properly entered by the Cardholder to validate the transaction. In case of doubt, additional identification documents shall be requested from the Cardholder to determine positive identification, (ii) other authentication procedures in addition to PIN entry, as may be set forth in written communications, notices, correpondences, signages and/or imposed by BDO are complied with; and (iii) the Debit/ATM Card is not in any way mutilated, defaced nor bear any markings of alteration / tampering in the embossed characters, numbers, signature panel, chip of the card or data magnetic stripe.

b. Completion of a Debit/ATM Card Transaction. b.1. Each transaction shall be supported by a Sales Slip generated strictly in accordance with the guidelines to be provided by BDO to the MERCHANT. MERCHANT represents and warrants to BDO that all Sales Slips to be submitted to and accepted by BDO: (a) represent bonaﬁde transaction in the usual course of business for the total amount due to the MERCHANT; and (b) are not/will not be defective, illegal or otherwise impair the validity or enforceability of the transaction posting to the Debit/ATM Card account of the Cardholder who made the transaction. b.2. The MERCHANT assumes full responsibility for any amount debited and/or questioned by the Cardholder as well as for the accuracy and correctness of any data or information appearing on the Sales Slip. The MERCHANT agrees to indemnify and hold BDO or the entity authorized to issue the Debit/ATM Card free and harmless from any claims relating to any Sales Slip or as may be made by way of defense, oset, counterclaim or a rmative action by the Cardholder.

c. Convenience Fee. For every Cash Agad transaction, BDO will charge Cardholder a Convenience Fee which BDO may change from time to time even without notice to the MERCHANT.

d. Records. For Sales Slip generated by the POS terminals, one (1) copy goes to the MERCHANT and one (1) copy is given to the Cardholder. The MERCHANT is required to maintain MERCHANT copies of the Sales Slips for eighteen (18) months and must be able to present legible copies as may be requested by BDO within ﬁve (5) Banking Days from date of such request. Failure to present requested copies will result to outright Chargeback.

e. Settlement Process. BDO shall credit the amount of Cash Agad transaction including the agreed Merchant’s Share to the MERCHANT’s Designated Account on the same day the transaction was processed. The foregoing provisions should govern the Cash Agad Facility and should not apply to other transactions which are not processed using the Cash Agad Facility. On the other hand, general terms and conditions stipulated in this Agreement shall apply.

BDO PAY The MERCHANT who avail of this Facility can accept Cards as payment using a Mobile Device attached with a Card Reader.

a. Processing of Card transactions via BDO Pay. BDO shall provide MERCHANT through its designated email the following information: (i) links or designated website to download the application; (ii) Activation Code; and (iii) Sta PIN. MERCHANT shall at all times keep the information provided by BDO conﬁdential. MERCHANT shall assume responsibility in securing the information and ensuring that only authorized personnel will receive and use the above stated information. Should MERCHANT learn that any or all of the information have been compromised, MERCHANT shall inform and request BDO to change any or all of the information. Likewise, should there be a change in the designated email address, MERCHANT shall inform BDO in writing.

b. Approval. All Card transactions via BDO Pay shall require prior approval which will be electronically processed through the Mobile Device and Card Reader, in accordance with BDO’s established procedures. However, transaction approval shall refer only to the veriﬁcation on the validity and expiry date of the Card and availability of the credit limit at the time of the Card transaction. MERCHANT acknowledges that a transaction approval does not warrant the authenticity of the transaction or the identity of the cardholder, the conﬁrmation of which shall be the sole responsibility and accountability of MERCHANT.

c. MERCHANT shall secure Cardholder's signature on the payment screen of the Mobile Device and comply with the procedures in accordance with the issued guidelines of BDO.

d. The electronic Sales Slip shall be sent to the Cardholder via email and/or SMS. Copy of which shall be stored in the MERCHANT Portal for a prescribed period of time which can be accessed by the MERCHANT and BDO.

e. BDO shall provide the Card Reader to MERCHANT for a fee. The MERCHANT shall be solely responsible for the proper use and maintenance of the Card Reader covered with a six (6) month warranty period from the date of issuance to the MERCHANT.

f. MERCHANT hereby acknowledges that following rules on the use of Mobile Device/BDO Pay Card Reader: (i) The MERCHANT hereby warrants that it shall not allow the use of the Mobile Device / BDO Pay Card Reader by any of its agents, employees, and/or representatives who have not undergone su cient training in the operation thereof. For this purpose, MERCHANT’s agents, employees, and/or representatives who are allowed to use the Mobile Device for Mobile Payment transactions are presumed to have undergone su cient training and orientation with regard to the operation and use of the same. MERCHANT hereby acknowledges that it has received the procedures for BDO Pay to ensure adequate protection and safeguarding of card account information prescribed by BDO or the Card Brands, (ii) The MERCHANT shall be bound by the acts or omissions of persons or individuals who carry and use the Mobile Device. For this purpose, it is conclusively presumed that whoever caused the swiping of the Card in the BDO Pay Card Reader is authorized by the MERCHANT. Thus, in case a Cardholder disputes a transaction carried out in this manner, the MERCHANT shall be liable for the Chargeback, and (iii) A magnetic stripe card reader is non-EMV compliant, thus any chargeback shall be for the account of the MERCHANT.

The foregoing provisions shall govern the BDO Pay and shall not apply to the transactions not made using BDO Pay.

Others MERCHANT shall be bound by and comply with the terms and conditions of the Specific Agreement/s, if one has been executed, covering the Related Facilities availed. The Specific Agreement/s upon due execution shall be deemed an integral part of this Agreement by way of reference. The MERCHANT further agrees to execute and deliver such other documents, agreements and instruments as may be necessary or required by BDO as well as comply with other BDO requirements in connection with its availment of the Related Facilities. In case of conflict in the interpretation and/or application between the provisions of this Agreement and the signed Specific Agreement/s, the latter shall prevail with respect to the Facility availed.

BDO has the option to terminate any of the availed Facility upon written notice to MERCHANT without terminating this Agreement.

14. CREDIT CARD INSTALLMENT PLAN MERCHANT hereby agrees to honor Cards in the purchase of goods / services under the Card Installment Plan of BDO and to be bound by the rules governing the Card Installment Plan as specified herein which may be modified and amended by BDO from time to time, to wit: a. MERCHANT shall allow Cardholders to purchase merchandise/service under the BDO Installment Payment Plan. b. MERCHANT shall observe all the standard and required procedures for Card acceptance as provided under the Agreement. c. Minimum amount per transaction is P 3,000.00 or such other amount as may be required by BDO and notified in writing to MERCHANT. d. MERCHANT shall secure prior approval from BDO for the amount being charged to a BDO Card, the payment terms selected by the Cardholder, the applicable rate to be used, and the monthly amortization to be paid by the Cardholder. Approval must be secured via the POS Terminal or when the terminal is down, thru Voice Authorization.

e. Approvals shall be subject to positive identification of Cardholder. Approval number is valid only for the day authorization is given and only for specific item/s called-in. Transaction authorization shall refer only to the verification on the validity and expiry date of the Card and availability of the credit limit at the time of the Card transaction. MERCHANT acknowledges that a transaction approval does not warrant the authenticity of the transaction or the identity of the Cardholder.

f. BDO shall pay the MERCHANT in full or net of discount rate, whichever is applicable and subject to applicable taxes, within the agreed payment period for all valid and approved purchases made by the Cardholder from the MERCHANT under the BDO Installment Payment Plan.

g. BDO shall have the sole and exclusive option to reject any Card Installment Sales Slip presented by MERCHANT under any of the following circumstances: g.1. If the purchase was made outside the validity indicated on the Card. g.2. If the signature of Cardholder appearing on the Sales Slip substantially diers from the specimen signature on the Card. g.3. If the Sales Slip presented for payment is undated, unsigned (except for Sales Slip under No Signature Program), incomplete, without card imprint, without approval code, contains erroneous, false or misleading entries, or otherwise incorrectly ﬁlled contrary to the instruction of BDO or in case the form used is not the authorized form. g.4. If the amount/s indicated in the Sales Slip has been altered. The amount purchased, the payment term and the amortization amount must appear clearly without erasures or alterations.

g.5. If the Sales Slip is submitted after ﬁve (5) calendar days from the transaction date.

g.6. If purchased goods and/or services were not completely/fully delivered except mentioned in Section 4.(c.2). h. MERCHANT is responsible for issuing Sales Slip to Cardholder for the goods purchased/services contracted thru the BDO Installment Payment Plan. i. All rights of MERCHANT arising from the sale of the goods/services contracted are hereby assigned to BDO.

j. Whenever made available by BDO, MERCHANT shall be automatically included in the yearly BDO Promotional Installment Rates. BDO shall send a written notice to the MERCHANT to advise MERCHANT of the promotional period and applicable rate/s for the said promotion from time to time. MERCHANT may opt not to participate in the BDO Promotional Installment Rates by giving written notice to BDO.

The foregoing conditions in this Section 14 shall govern only the BDO Installment Payment Plan and shall not apply to the other transactions and purchases (not made on installment basis).

REVISED AS OF JANUARY 2017 15. DEPOSIT HOLD-OUT When required by BDO, MERCHANT shall execute and deliver to BDO a Deed of Assignment of Deposits (“Assignment”) in the form hereto attached as Annex “A” to form an integral part hereof. The Assignment shall serve as security for the Secured Obligations (as defined in the Assignment) and shall cover the deposit account and required hold-out amount specified in the Assignment. The Assignment shall be valid and eective during the duration of this Agreement and/or the Specific Agreement/s (if any), and for a period of one (1) year after the termination of this Agreement and/or the Specific Agreement/s (if any), or as may be specified in the Assignment, whichever is later. BDO may, in the sole opinion of BDO, require MERCHANT to submit to BDO additional collateral for the Secured Obligations in the event that: (a) the funds under the Assignment shall have been impaired or diminished in value, or is found to have been the subject of a prior lien or adverse claim; (b) significant volume in Chargebacks, suspicious transactions, possible disputes and penalties, as solely determined by BDO; (c) increase in monthly volume transactions; and (d) additional products/services sold/oered. BDO shall have the right to terminate this Agreement in case MERCHANT fails or refuses to submit the required additional collateral.

16. DISCONTINUANCE OF MERCHANT’S BUSINESS a. In case MERCHANT decides to dispose of or discontinue its business, MERCHANT shall give at least thirty (30) calendar days prior written notice thereof to BDO. BDO hereby reserves the right, at any time, to terminate this Agreement for this reason. b. In the event that the MERCHANT cannot operate its business for periods longer than ﬁve (5) calendar days due to reasons such as, but not limited to, renovation or relocation, MERCHANT shall give at least ﬁfteen (15) calendar days prior written notice to BDO. Any loss or damage arising from failure of MERCHANT (for whatever reason) to advise BDO shall be borne by MERCHANT.

17. REVIEW OF USAGE a. The usage of Cards at MERCHANT’s establishment/s shall be subject to review by BDO, at anytime, in terms of volume. BDO reserves the right to impose a required minimum volume of Card usage and/or adjust the Merchant Discount Rate based on the actual volume of Card usage at MERCHANT, and MERCHANT agrees to promptly comply with such requirement/adjustment. b. BDO reserves the right to deactivate any Merchant IDs with no activity or not meeting the required volume imposed by BDO for any period as may be solely determined by BDO. BDO shall send written notice to the MERCHANT either before or after the disa liation of the Merchant IDs.

18. REVIEW OF RECORDS BDO may examine and verify at any reasonable time all the records of the MERCHANT pertaining to Sales Slips delivered to BDO hereunder, and the MERCHANT agrees to preserve such records for a period of at least eighteen (18) months from the date of the issuance of the Sales Slips.

19. LOYALTY/ PROMOTIONAL PROGRAM MERCHANT hereby agrees to participate in loyalty/promotional programs, which may be developed and implemented by BDO for the Cards, without cost or expense to MERCHANT.

20. MERCHANT CAMPAIGNS Throughout the term of this Agreement, MERCHANT may create campaigns, subject to BDO’s prior written approval, to boost usage of Cards. To support this undertaking, BDO may share certain information of BDO Cardholders, to the extent permitted by law, to MERCHANT for purposes of oering the products or services of the MERCHANT. Whenever MERCHANT rolls out campaigns to oer its products or services pursuant to this provision, MERCHANT shall provide BDO the details of the campaign which shall include, among others, the following: name of the campaign and product/service description, campaign execution and accredited third party service providers required to support the campaigns, and the campaign period. The details of the campaign shall be in a separate document which shall, upon execution by the Parties, form part of this Agreement. BDO and MERCHANT agree that the sales transactions, net of applicable Merchant Discount Rate, subsidy, taxes or fees to be agreed upon by BDO and MERCHANT on a per program basis, generated from the campaigns shall be reimbursed to the MERCHANT in accordance with the payment instruction stipulated in the separate document as part of the campaign details. BDO shall not be liable in case of failure of MERCHANT to fulﬁll its obligations under its campaigns.

21. ACCOUNT DATA SECURITY Should storage of Cardholder information be required by the MERCHANT for business, legal and/or regulatory purposes, the MERCHANT shall only store such speciﬁc information as is expressly required and should establish a data retention security and disposal policy and procedure. The MERCHANT shall securely safekeep the MERCHANT/BANK copy of the Sales Slips and other similar documents, and limit access only to its authorized personnel. Under no circumstances shall the MERCHANT store sensitive Card authentication data prior to, during, or subsequent to Authorization, even if such sensitive Card authentication data is encrypted. Sensitive Card authentication data shall include but not limited to: a. Any data from the magnetic stripe or chip of the Card; b. The Card validation code which is the three-digit code found at the back of the Card such as but not limited to the CVV2, CVC2 and CVN2; and c. The Personal Identiﬁcation Number (PIN) The MERCHANT must comply with PCI-DSS (Payment Card Industry Data Security Standard) and PA-DSS (Payment Application Data Security Standard) at its own cost.

22. PROHIBITIONS / RESTRICTED SERVICES a. The following products and services and other products and services that constitute, relate to or are ancillary to such products and services, in whole or in part, are not allowed to be oered and sold, and are deﬁned by BDO as “Restricted Service”:

a.1. Pornographic or illicit material or activities of any type; a.2. Adult-toy materials that BDO may deem inappropriate; a.3. Sex toys and the like; a.4. Prescription drugs and medicines; a.5. Escort services; a.6. Gambling operations, including “virtual casinos”; a.7. Firearms, ammunitions, and explosives; a.8. Merchant engages in “receipt of payment in advance” operation module; a.9. Pyramid selling or multi-levels commission earning structure; a.10. Timeshares and other investment schemes; a.11. Payment and money transfer portals; a.12. Inbound or outbound telemarketing; a.13. Goods, products, services or distributions prohibited by applicable law or the rules, regulations or directive of the Card Brands or a.14. Goods, products, services or distributions of any class or type, whether or not similar to those speciﬁed above, which upon notice by BDO to MERCHANT, are identiﬁed by BDO (in its sole discretion) to be Restricted Service; a.15. Goods or services which are similar to or compete with any of the goods or services oered by BDO; a.16. Such other products or services which BDO may inform MERCHANT in writing. b. The products/services oered should not deviate from the list of products/services originally approved by BDO. c. Should the MERCHANT, for marketing considerations, desire to increase / diversify their product/service, MERCHANT should seek approval from BDO prior to oering the products or services. d. BDO reserves the right to approve or disapprove the products/services that MERCHANT wants to include and reject any product/service that BDO may identify as being against its policy to oer to Cardholders or is considered a high risk product/service or is otherwise a Restricted Service. e. MERCHANT acknowledges and represents in favor of BDO that it is aware that UnionPay has certain prohibited Merchant categories as enumerated below and MERCHANT further acknowledges that UnionPay may amend the list from time to time. In the event that such UnionPay prohibited merchant categories are amended by UnionPay, for any reason whatsoever, such as, due to the promulgation of new laws, regulations or rules of amendment of existing ones in People’s Republic of China and/or the Philippines, BDO has the sole absolute option to immediately terminate, as applicable, the services relating to UnionPay without need of notice to MERCHANT. Merchant Categories Prohibited by UnionPay:

e.1. Agricultural cooperatives; e.2. Wire transfers and money orders; e.3. Financial institutions – merchandise and services; e.4. Non-ﬁnancial institutions - foreign currency, money orders, (not wire transfer), scrip and traveler’s checks; e.5. Securities – brokers & dealers; and e.6. Betting, including lottery tickets, casino gaming chips, o track betting, and wagers at race tracks

23. COMPLIANCE WITH BRANDS REPORTING AND RULES a. Brands Reporting a.1. MERCHANT acknowledges that BDO is required to report and will report the business name of MERCHANT and the names and identification of its principals to a file maintained by any of the Card Brands when this Agreement is terminated by BDO for reasons specified in this Agreement. a.2. MERCHANT acknowledges that BDO is required to report and will report and provide information to UnionPay regarding the MERCHANT, including but not limited to business name and its principals, during the term of this Agreement. MERCHANT hereby expressly consents to such disclosure of MERCHANT information to UnionPay and agrees to hold BDO free and harmless from and to reimburse BDO for any claims, suits, action, damages or loss may be suered by BDO arising out of BDO’s disclosure of such MERCHANT information. a.3. Further, MERCHANT consents to such reporting by BDO to the Card Associations and to other Network or Card Brands which may require such reporting. MERCHANT waives and will hold BDO harmless from claims that MERCHANT may raise as a result of such reporting.

b. Rules MERCHANT undertakes to maintain continuous compliance with the provisions of this Agreement, and rules and regulations of BDO, Visa International, Mastercard International, American Express International, JCB International, Diners Cub International, Discover and any other card brand to be added in the future, PCI DSS and PA DSS, whether provided for in this Agreement or issued or made known to the MERCHANT from time to time during the eectivity of this Agreement. In case of violation of any of the provision of this Agreement, BDO is authorized to impose and collect a penalty equivalent to whichever is the highest of: (a) the penalty imposed by the Card Brands plus ﬁfteen percent (15%) of the Card Brand penalty; (b) the transaction involved plus ﬁfteen percent (15%) of the amount of the transaction; or (c) US Dollars: One Hundred Thousand ($100,000.00).

24. MERCHANT ORIENTATION MERCHANT undertakes to attend the Merchant Orientation in relation to its a liation with BDO and necessary in the performance of its undertakings set forth in this Agreement. MERCHANT shall ensure that it or its authorized personnel has attended the Merchant Orientation and that it has been provided with collaterals such as Merchant Operating Guide and other related materials used as reference for processing and completing card transactions, and availment of Cash from the Cash Agad Facility. MERCHANT undertakes to cascade or share the information obtained from the Merchant Orientation to its personnel who is/are tasked to handle Card transactions or perform any obligation under this Agreement. MERCHANT may request for additional orientation if it deems necessary.

25. MERCHANT DISCOUNT RATE / MERCHANT’s SHARE / INSTALLMENT RATES MERCHANT shall strictly keep below discount rates/terms conﬁdential and shall not disclose the same to any third party. The rates shall be applied throughout the term of this Agreement unless amended or changed by BDO upon written notice to MERCHANT. MERCHANT acknowledges that the Merchant Discount Rate to be imposed on Card transactions shall depend on the type of Card recognized and on the manner processed by BDO.

REVISED AS OF JANUARY 2017 25.1. MERCHANT DISCOUNT RATE TABLE FOR STRAIGHT TRANSACTIONS (Processed via Card Brand)

a. Visa percent ( %) d. American Express percent ( %)

b. Mastercard percent ( %) e. UnionPay percent ( %)

c. JCB percent ( %) f. Diners Club/Discover percent ( %)

25.2. MERCHANT DISCOUNT RATE TABLE FOR ATM/DEBIT CARDS (Processed via Local Network)

a. BDO percent ( %) c. ExpressNet percent ( %)

b. BancNet percent ( %) d. Megalink percent ( %)

25.3. MERCHANT DISCOUNT RATE TABLE FOR BDO PAY

a. Visa percent ( %) d. American Express percent ( %)

b. Mastercard percent ( %) e. UnionPay percent ( %)

c. JCB percent ( %) f. Diners Club/Discover percent ( %)

25.4. MERCHANT’S SHARE FOR CASH AGAD FACILITY

MERCHANT’s Share amount The MERCHANT agrees that by availing of the facility, it shall be credited with the Merchant Share as stated above. Merchant Share shall be automatically credited to the MERCHANT’s Designated Account on the following Banking Day based on the Settlement Process/Reporting.

25.5. CREDIT CARD INSTALLMENT RATES/TERMS The following Subsidy and Regular Installment Rates are applicable to BDO Installment Payment Plan.

a. Zero Percent Interest Subsidy Rates b. Regular Installment

Term Subsidy Rate Term Factor Rate Add-On Rate 3 months 3.00% 3 months 0.353338 2.00% 6 months 5.50% 6 months 0.184669 1.80% 9 months 9.00% 9 months 0.128814 1.77% 12 months 11.00% 12 months 0.100838 1.75% 18 months 16.00% 18 months 0.075561 2.00% 24 months 20.00% 24 months 0.063170 2.15% 36 months 34.00% 36 months 0.050281 2.25%

26. MODE OF REIMBURSEMENT (Please mark appropriate item)

Credit to CA/SA No. at Branch Check payable to MERCHANT Cash Agad Facility, CA/SA No. at Branch

Mode of reimbursement is subject to change upon request of MERCHANT.

27. MODE FOR SALES SLIPS (Please mark appropriate item) Sales Slip Retention Sales Slip Submission/Surrender

In case MERCHANT has failed to elect/tick mark the preferred mode for Sales Slip as set-out above, MERCHANT shall be deemed to have elected Sales Slip Retention unless BDO requires MERCHANT to submit/surrender Sales Slip under the Sales Slip Submission/Surrender arrangement as described herein.

28. CONFIDENTIALITY MERCHANT shall keep strictly conﬁdential the terms of the Agreement, as well as any information pertaining to Cardholder and/or his transactions, and/or relating to BDO’s Card business, and shall not disclose the same to any third party without the prior written consent of BDO. All information or materials obtained by the MERCHANT connected to, or related with the preparation, perfection and performance of this Agreement shall be deemed conﬁdential information and shall be treated as such by the MERCHANT. MERCHANT shall not use such information or materials for purposes or in a manner not otherwise germane to the purpose of this Agreement. BDO reserves the right to share information pertaining to the MERCHANT for purposes germane to this Agreement or for purposes of oering bank products or launching programs with third parties or for any other purpose similar to the foregoing. These provisions shall survive the termination of this Agreement.

29. AUTHORITIES GRANTED / INDEMNIFICATION a. The authorities granted by MERCHANT to BDO under this Agreement are coupled with interest and shall remain irrevocable until all obligations of MERCHANT to BDO under this Agreement are fully settled. b. MERCHANT agrees to indemnify and hold BDO, its stockholders, directors, subsidiaries, a liates, o cers and employees, free and harmless from any and all losses, damages or liabilities, of whatever kind and nature, which BDO may suer in connection with this Agreement for causes attributable to the fault or negligence of the MERCHANT and/or its agents or employees including third party service providers of MERCHANT, such as, but not limited to non-compliance with PCI DSS, PA DSS and Card Brand rules. c. MERCHANT hereby agrees to indemnify and render BDO, its directors, o cers, employees and agents and assigns free and harmless from and against any claim, cause of action, suit, liability, loss or damage of whatever nature which may arise as a result of, or in connection with the use and availment, by the MERCHANT of the services/facilities of BDO, and the implementation of the facilities, and speciﬁcally, in the following instances:

c.1. Disruption, failure, error or delay relating to or in connection with the Cards, the implementation of transactions, transmission and/or receipt of messages, communications, materials, correspondences and/or information via the POS which is due to circumstances beyond the control of BDO, fortuitous events such as but not limited to prolonged power outages, breakdown in computers and communication facilities, computer-related errors, problems related to computer hardware and/or software (including bugs and viruses), typhoons, ﬂoods, public disturbances and calamities and other similar or related cases, and/or which are attributable to the services provided by any service provider or information service provider; c.2. Fraudulent access or utilization of the POS Terminals and/or fraudulent or unauthorized Cards transactions, due to theft or unauthorized disclosure of PIN, Cards skimming, or violation or non-compliance with other security requirements as set forth in this Agreement, with or without the MERCHANT’s participation, knowledge or consent; c.3. Inaccurate, incomplete or delayed information received by the MERCHANT due to disruption or failure of any communication facilities used for the POS; c.4. Delay and/or failure to implement or carry out transactions on the MERCHANT Designated Account and/or the Debit Card accounts of the Cardholders due to garnishment, execution, hold-out and similar restrictions on the said Account/s; c.5. Penalties imposed by government agency or local network as a result of MERCHANT’s violation whether existing or anticipated, as payment to BDO; c.6. Unauthorized or fraudulent use of and transactions on the MERCHANT Designated Account and/or ATM/Debit Card account of Cardholders in relation to the Cash Agad Facility; and c.7. The MERCHANT’s inability, delay and/or failure to comply with this Agreement. The above provisions shall survive the termination or expiration of this Agreement and/or termination or suspension of any Related Facility.

30. OWNERSHIP BDO retains exclusive rights and ownership over the business model, trademarks, associated logos, business applications and processes, revenue of the Cards and any and all materials, supplies and the POS terminal/s and its accessories which may be provided to MERCHANT pursuant to this Agreement. MERCHANT shall take all reasonable measures to protect BDO’s said rights/ownership. This provision shall survive the termination of this Agreement.

31. RELATIONSHIP No relationship of principal and agent is established by this Agreement between BDO and MERCHANT. MERCHANT shall conduct its activities under this Agreement as its own principal and not as agent of BDO. Neither shall this Agreement be construed to create a relationship of partnership or joint venture between BDO and MERCHANT. As such, in the event that MERCHANT cannot fulﬁll its obligations to third person/s under this Agreement, MERCHANT shall hold BDO free and harmless from any and all liabilities, suits or actions of whatever nature, which said third person/s may pursue against MERCHANT, unless the same is caused or due to the willful misconduct or gross negligence of BDO.

32. CLOSURE/GARNISHMENT OF THE DESIGNATED ACCOUNT In case of closure of the Designated Account for any reason whatsoever, the total sales amount for settlement shall be settled via BDO Manager’s Check or Cashier’s Check in favor of MERCHANT, or by any other means as may be lawfully requested by MERCHANT. In the event the outstanding value of the Designated Account become/s subject of a notice of garnishment/hold-out, BDO shall comply with such notice without incurring any liability thereof, unless it is prevented from doing so by a court order or legal process.

REVISED AS OF JANUARY 2017 33. EFFECTIVITY AND TERMINATION This Agreement shall be eective upon a liation of the MERCHANT and will remain to be eective unless otherwise terminated by either party in accordance with the terms of this Agreement, or by mutual consent of the Parties in writing. a. BDO may terminate this Agreement eective immediately without need for prior written notice to MERCHANT, in the event that MERCHANT:

a.1. Enters into a merger, consolidation with another entity and MERCHANT is not the surviving entity, a.2. Becomes insolvent or bankrupt, discontinues business or adopts a resolution providing for dissolution or liquidation. b. BDO may terminate this Agreement eective immediately without need for prior written notice to MERCHANT, in case MERCHANT fails to comply/meet the BDO required minimum volume of Card usage at MERCHANT’s establishments based on BDO’s review, and/or in case in BDO’s determination, there exists other reasonable ground/s to do so which warrants the immediate termination of the Agreement such as, but not limited to:

b.1. Excessive chargeback, penalties; b.2. Disputed Cardholder transactions, fraud or counterfeit Card transactions; b.3. Non-compliance by MERCHANT with rules of Card Brands, Payment Card Industry’s Data Security Standards (PCI DSS), and Payment Application Data Security Standards (PADSS); b.4. When mandated by Visa, Mastercard International, JCB International, American Express, UnionPay, Diners Club, Discover, Bancnet, Expressnet, Megalink or other Card brands; b.5. Breach of the Merchant Agreement by MERCHANT; b.6. Non-compliance with the Merchant Operating Guide, rules and regulations of BDO and lawful mandates of BDO; or b.7. Non-compliance with Philippine laws and regulations which relate to the performance of the services under this Agreement. c. Either party may terminate this Agreement without cause by giving the other party written notice of at least ﬁfteen (15) calendar days prior to intended date of termination.

34. EFFECTS OF TERMINATION Immediately upon termination or expiration of this Agreement: (i) MERCHANT shall return to BDO all materials, unused supplies, the POS terminal/s and/or EDC machine/s and Card Reader together with accessories provided to MERCHANT pursuant to this Agreement; (ii) MERCHANT shall return to BDO or shall destroy in accordance with BDO’s instruction, all materials pertaining to the Card program, including but not limited to Sales Slips, Credit Vouchers, and advertising materials and all copies of confidential information supplied to MERCHANT or to which MERCHANT may have gained access to under the terms of this Agreement. MERCHANT shall remove all decals and signs from the premises immediately. Upon termination or expiration of this Agreement or upon receipt of notice to terminate by either BDO or MERCHANT, BDO shall have the right to put on hold and apply the Designated Account and the funds therein, the Net Deposit of the MERCHANT, check payments or any account, money, securities and things of value which are now or may hereafter be in the hands of BDO or any of its subsidiaries, a liates or parent company to the extent of the full amount of suspicious purchases or transactions, disputed transactions, fraudulent/unauthorized transactions, penalties imposed in violation of brand rules, or other liabilities of MERCHANT to BDO arising from this Agreement, whether existing or anticipated, as payment to BDO. The Designated Account and the funds therein, the Net Deposit of the MERCHANT, check payments or any account, money, securities and things of value which are now or may hereafter be in the hands of BDO or any of its subsidiaries, a liates or parent company shall be put on hold until MERCHANT is cleared with its obligations with BDO. For the foregoing purposes, the MERCHANT hereby waives his/her/its rights under R.A. No. 1405 (The Bank Secrecy Act of 1955), as amended, Section 55 of R.A. No. 8791 (The General Banking Law of 2000), as amended, R.A. No. 6426 (Foreign Currency Deposit Act of the Philippines of 1974), as amended, and other laws/regulations relative to the confidentiality or secrecy of bank deposits/accounts, placements, instruments and similar or related assets in the custody of BDO or any of its subsidiaries or a liates or parent company. All obligations incurred or existing including but not limited to all fees, fines and penalties that may be imposed by BDO against the MERCHANT as the case may be, and all rights vested or accrued under this Agreement shall survive the termination of this Agreement. In case BDO is compelled to engage the services of counsel for the protection of its interests or enforcement of its rights under this Agreement, MERCHANT shall compensate the former attorney’s fees equivalent to twenty five percent (25%) of the amount involved or claimed, aside from costs of collection and, in the proper case, costs of suit. The payment of Attorney’s fees shall be in addition to the recovery of actual and other damages suered by BDO.

35. SUSPENSION AND EFFECTS OF SUSPENSION BDO may, at its sole discretion without immediately resorting to termination of the Agreement, suspend the performance of its services under this Agreement eective immediately upon written notice to the MERCHANT in the event there exists reasonable grounds, such as, but not limited to: a. MERCHANT processed or allowed processing of suspicious purchases or transactions; b. Increase in the volume of disputed or fraudulent/unauthorized transactions; c. MERCHANT is non-compliant with the Merchant Operating Guide, rules and regulations of BDO, Card Brands, PCIDSS, or PA DSS; d. MERCHANT is non-compliant with the lawful mandates of BDO; e. MERCHANT is non-compliant with Philippine laws and regulations which relate to the performance of the services under this Agreement; f. When suspension is mandated by Visa, Mastercard International, JCB International, American Express, UnionPay, Diners Club, Discover, Bancnet, Expressnet, Megalink or other Card Brands. The suspension may be lifted by BDO when it has gathered su cient basis to continue with the arrangement with MERCHANT or when MERCHANT has cured its lapses resulting to the suspension. Simultaneous with the suspension of performance of service or suspension of the Merchant ID(s), BDO is hereby irrevocably authorized by MERCHANT to hold the Designated Account and the funds therein, the Net Deposit of MERCHANT, any check payments and or any account, money, securities and things of value which are now or may hereafter be in the hands of BDO or any of its subsidiaries, a liates or parent company until the lifting of the suspension. In the event that the Agreement is eventually terminated, BDO shall exercise the rights set forth in Section 34 above. 36. UNDERTAKINGS AND WARRANTIES a. Each of the Parties represents and warrants to the other that its signatory/ies has/have all the necessary power and corporate authority to execute, deliver and perform this Agreement and other related documents, and that such execution, delivery and performance will not and shall not contravene any provision of its Articles of Incorporation and By-Laws, any agreement or instrument to which it is a party, any law, rule or regulation of any government authority. b. MERCHANT undertakes that it shall comply with the provisions of the Anti-Graft and Corrupt Practices Act, the Code of Conduct for Government O cials and all other applicable anti-bribery laws, the Consumer Act of the Philippines and its Implementing Rules and Regulations, the Anti Money Laundering Act (AMLA), and all other laws, government rules and regulations applicable to MERCHANT. Accordingly, without limiting the generality of this Clause, MERCHANT hereby represents, warrants and covenants that, in connection with, or in the performance of this Agreement, neither MERCHANT nor its employees, agents or subcontractors, or their employees or agents, shall make any payment or give anything of value to any o cial of any government or public international organization (including any o cer or employee of any government department, agency or instrumentality) to inﬂuence his or its decision, or to gain any advantage for itself in connection with the performance of this Agreement. MERCHANT shall hold BDO harmless for all losses and expenses arising out of such violation. In the event of any violation of this clause, BDO may, at its sole option, terminate this Agreement at any time and notwithstanding any other provision of this Agreement, pay no compensation or reimbursement to MERCHANT whatsoever for any claim after the date of such violation. c. MERCHANT shall only use the propriety names and symbols associated with Visa, Mastercard, JCB, American Express, UnionPay, Diners Club, Discover, Bancnet, Expressnet, Megalink and other brands to indicate that such cards are accepted for payment at its establishment. MERCHANT shall not use any promotional materials or marks associated with Visa, Mastercard, JCB, American Express, UnionPay, Diners Club, Discover, Bancnet, Expressnet, Megalink and other brands in any way that implies, directly or indirectly, that Visa, Mastercard, JCB, American Express, UnionPay, Diners Club, Discover, Bancnet, Expressnet, Megalink or other network brands endorses MERCHANT’s products or services. d. MERCHANT undertakes to advise BDO in a timely manner of any changes that will aect maintenance of their account such as but not limited to change of address, contact details, email address, contact person/s, signatories, closure, change of ownership and other similar circumstances. Any loss or damage arising from failure of MERCHANT (for whatever reason) to advise BDO shall be borne by MERCHANT.

37. BINDING EFFECT This Agreement governs the relationship between BDO and any and all of the MERCHANT’s outlets and branches accredited or which may or hereinafter be accredited under the terms and conditions hereof. It shall be binding upon and inure to the beneﬁt of the Parties, their successors-in-interest and permitted assigns without need of a new agreement to be executed for this purpose. MERCHANT may not however assign or transfer its rights hereunder, without the prior written consent of BDO. BDO may transfer or assign its rights and obligations under this Agreement without need of notice to or consent of MERCHANT. Moreover, in the fulﬁllment of its obligations under this Agreement, BDO may engage the services of third party service providers without need of notice to or consent of MERCHANT.

38. NON WAIVER OF RIGHTS AND SEPARABILITY CLAUSE The failure of either party at any time or times to require performance by the other of any provision in this Agreement shall not aect, in any way, the right of such party to require performance of that or any other provision. Any waiver by any party of any breach of a provision in this Agreement shall not be construed as a waiver of the provisions itself, or a waiver of any other right/s under this Agreement. If any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be aected or impaired.

39. AMENDMENTS a. BDO reserves the right to amend or modify this Agreement upon notice to the MERCHANT. b. This Agreement and such other related documents amending the Agreement or as may be executed by the Parties contemporaneously herewith or subsequently pursuant hereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes any prior expressions of intent by or agreement between the parties, oral or written, with respect to the same subject matter.

40. NOTICES All notices, communications, correspondences hereunder shall be in writing, delivered by hand or by a courier service or by registered mail with postage prepaid, registry return receipt requested, sent by one Party to the other at their respective addresses and assigns above indicated or such other addresses as may be furnished or informed by one to the other in writing. Notices, communications, correspondences may also be sent by one Party to the other at their respective fax numbers and email addresses designated by the Party to receive notices or communication. Such notice, claim or demand shall be deemed given and received: (1) in the case of delivery by hand, when delivery by hand addressed to the applicable party; (2) in the case of delivery by standard courier, upon the date of delivery indicated in the records of such courier; (3) in case of registered mail, after seven ( 7) days from date of mailing; (4) in the case of facsimile, when received by recipient in legible form and sender has received electronic conﬁrmation of receipt of the transmission, provided, however, that such transmission or conﬁrmation is received by 5:00 pm on a business day, otherwise, such transmission shall be deemed to have been received on the next business day; and (5) in the case of email, when sent on or before 5:00 pm on a Banking Day, otherwise, transmission shall be deemed to have been given on the next Banking Day.

41. GOVERNING LAW AND VENUE OF SUITS This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any controversy arising out of or in connection with this Agreement shall be heard before the proper courts of Makati City. IN WITNESS WHEREOF, the parties herein have hereunto signed these presents by their respective authorized representatives this at

, Philippines.

REVISED AS OF JANUARY 2017 BDO UNIBANK, INC. NAME OF MERCHANT By:

Printed Name and Signature Printed Name and Signature

Title Title

Printed Name and Signature Printed Name and Signature

Title Title

Signed in the presence of:

Printed Name and Signature Printed Name and Signature

FOR BDO:

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES ( ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, on this day of at , personally appeared the following, exhibiting to me the following described Competent Evidence of Identity (“CEI”).

Name CEI Date/Place of Issue

known to me and to me known to be the same person/s who executed the foregoing instrument, and acknowledged that he/ she/ they executed the same as his/ her/ their free act and deed and that of the corporation/s/ﬁrm/s he/she/they represent/s for the uses and purposes herein above set forth.

This instrument refers to a Merchant Agreement consisting of eight (8) pages, and this page whereon the acknowledgement is written, and has been signed by the parties and witnesses on each and every page thereof.

WITNESS MY HAND AND NOTARIAL SEAL, at the place and on the date ﬁrst above written.

Notary Public

Doc. No. ; Page No. ; Book No. ; Series of ;

FOR MERCHANT: ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES ( ) S.S.

Name CEI Date/Place of Issue

WITNESS MY HAND AND NOTARIAL SEAL, at the place and on the date ﬁrst above written.

Notary Public

Doc. No. ; Page No. ; Book No. ; Series of ;

REVISED AS OF JANUARY 2017