ACCOUNT HOLDERS (PAYEE/RECIPIENTS/MERCHANTS)

About our Terms of Service

Welcome to JustPay.to. We developed a money transfer service (the “JustPay.to Payments”) to make it easy for you to accept credit and debit card payments, bank-to-bank fund transfer, over-the-counter cash deposits online from your family, friends, and customers so you can focus on your own product or service.

We have tried to draft these Recipient Terms of Service to be readable, but should you have any questions or concerns or would simply like to better understand how we do things at JustPay.to, please do not hesitate to contact us at info@justpay.to. Below is a quick description of the sections in this Agreement, but there are important details in the whole document, so you should read it.

The JustPay.to Services

We provide you with software and a service to process your online payments; we will respect and protect your privacy, data and personal information. You run your business, service customer, protect customer’ data, report & pay taxes, and observe all laws, rules, and regulations. JustPay.to may offer other services to you that may be subject to additional or different terms.

Registering for JustPay.to

To create a JustPay.to account, you need to provide us with a unique username and basic information. Your username will be your personalized “payment link”, your JustPay.to URL. You provide us with basic information about you; we will seek to verify your information (we may work with banks or third parties to do so) and approve your account unless deemed risky (by us, the banks, or our payment processors). You give us permission to do all this, and to periodically update the information or we otherwise must decline to offer JustPay.to Services to you. There are some prohibited activities for which you may not use the JustPay.to Services.

Each JustPay.to account corresponds to a depository account, and is non-transferrable. You can have multiple JustPay.to accounts for several depository accounts; however usernames cannot be the same. Receiving your Funds from Transactions Funds from your transactions (minus our fees) are paid to you at a schedule communicated to you once your JustPay.to Account is approved. Initial payouts for your transactions are typically sent to your nominated deposit account (ie. bank account) within 1-7 days. A certain amount of your funds may be subject to an additional hold period (e.g. Daily Deposit Limit, Escrow) with terms determined by your membership account and/or sender payment options. You are responsible for refunds, returns, and liable for customer disputes (chargebacks).

Chargebacks and Refunds

For valid chargebacks and refunds, we have authority to debit your depository account for the charges and corresponding fees.

Termination and Other Legal Terms

We can terminate this agreement at any time (especially if you do something bad). You can also terminate your account anytime. Termination is effective immediately. Termination does not alter your liability for processed payments or related chargebacks.

JustPay.to Terms of Service

The Terms and Conditions described here constitute a legal agreement (“Agreement”) between an individual, the sole proprietor or business organization listed as the “Recipient” on the service registration page (sometimes referred to as “you,” “your”, “user”), JustPayto Philippines Corporation (“JustPay.to”), and the Banks (“the banks”, collectively with JustPay.to referred as “we”, “our” or “us”).

Section A: JustPay.to Services

1. Our Role

JustPay.to Payments helps you accept and process credit card, debit card and other types of payments (collectively “Payments”) from your senders who want to pay you for products or services or transfer money. JustPay.to’s card processing service supports PH-issued card and most non-PH issued Payments with a Visa, MasterCard logo (collectively “the Card Networks”) including credit, debit, and pre-paid. JustPay.to is not a bank or a money services business (“MSB”) and JustPay.to does not offer banking or MSB services as defined by the Banko Sentral ng Pilipinas. In addition, we do not assume any liability for the products or services purchased using JustPay.to Payments. You will be required to register with JustPay.to to use JustPay.to Payments (see Registering for JustPay.to).

2. JustPay.to Payments

We provide a Personal Payment Page, an API and other software to enable you to use JustPay.to Payments. We reserve the right to require you install or update any and all software updates to continue using JustPay.to Payments. JustPay.to Payments includes software that manages your recurring payments on our subscription service. JustPay.to Payments also includes software to help you manage recurring and subscription billing charges for your products and services. It is your responsibility to obtain your senders’ consent to be billed on a recurring basis in compliance with applicable legal requirements and Card Network payment rules.

3. Authorization for Handling of Funds

By accepting this agreement, you authorize us to receive, and disburse funds on your behalf when such funds from your transactions (credit card, debit card, fund transfer, over-thecounter) settle from the Card Networks, Banks, and Affiliates. You further authorize JustPay.to to instruct related services on how your transaction settlement funds should be disbursed to you (deposit on your bank account, conversion to virtual currency, payment for bills, etc) and the timing of such disbursements. Settlement funds will be held in a deposit account at the banks pending disbursement of the funds to you in accordance with the terms of this contract. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by the banks pending settlement to your designated settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account at the banks. We may periodically make available to you information in the JustPay.to dashboard regarding anticipated settlement amounts received on your behalf from the Partner Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of JustPay.to or the banks to you. This settlement information reflected in the JustPay.to dashboard is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your designated settlement account. Your authorizations set forth herein will remain in full force and effect until your JustPay.to Account is closed or terminated.

4. Payment Methods

You may only process payments when authorized to do so by your customer (sender). JustPay.to will only process transactions that have been authorized by the applicable Partner Network, bank, or card issuer.

You are solely responsible for verifying identity of your senders, ensuring that they have authorized the transaction, and determining their eligibility to purchase your products and services. JustPay.to does not guarantee or assume any liability for transactions authorized and completed that are later reversed or charged back (see Chargebacks below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. JustPay.to may add or remove one or more payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the removal.

5. Customer Service

We will provide you with customer service to resolve issues relating to your JustPay.to Account, use of the JustPay.to Services, and the distribution of funds to your nominated settlement account. You, and you alone, are responsible for providing service to your senders for any and all issues related to your products and services, including but not limited to issues arising from the processing of your senders’ money transfer through JustPay.to Payments.

6. Taxes

It is your responsibility to determine what, if any, taxes apply to the sale of your products and services and/or the payments you receive in connection with your use of JustPay.to Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.

7. Your Data Security Obligations

You are fully responsible for the security of data on your site, through your app, or otherwise in your possession. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, Bank, or transaction information (defined as “Payment Data”) on your site or through your app. While JustPay.to helps to make compliance easier, you are solely responsible for compliance with any laws, regulations, or rules applicable to your business.

8. Security and Fraud Controls

JustPay.to is responsible for protecting the security of Payment Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your senders that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your senders at your own risk. We recommend you review our Privacy Policy, which will help you understand how we collect, use and safeguard the information you provide to us.

JustPay.to may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). These Security Controls may include processes or applications that are developed by JustPay.to or by third parties, including but not limited to providing two-factor authentication for logging into your JustPay.to Account. You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us. Disabling or failing to properly use Security Controls increases your exposure to unauthorized Card transactions. Keep in mind that you are responsible for the use of lost or stolen data that is used to purchase products or services from your business. We are not liable for and do not insure against losses to you or your senders resulting from use of lost or stolen data with JustPay.to Payments (including but not limited to losses arising from the use of lost or stolen credit Payments to make purchases from your site or app, or those caused by a compromise of your login credentials).

9. Audit Right

If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us, our banking partners, and the Card Networks.

10.Your Privacy

Privacy and the protection of personal information are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, linked to and incorporated into this Agreement by reference, which contains your consent to our collection, use, retention, and disclosure of personal information as well as other matters. The Privacy Policy also explains how and for what purposes we collect, use, retain, disclose, and safeguard the personal information provided to us. You acknowledge that we are required to provide your business name and limited information to financial services providers as part of JustPay.to Payments. You specifically consent to the fulfillment of the obligations related to the listing by us or our payment processor and to the listing itself and you waive and hold harmless us or our payment processor from all claims and liabilities you may have as a result of such reporting.

11.Privacy of Others

You represent to JustPay.to that you are and will continue to be in compliance with all applicable privacy laws. You further represent that you have obtained all necessary rights and consents under applicable law to disclose to JustPay.to – or allow JustPay.to to collect, use, retain, and disclose – any data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means. As between you and JustPay.to, you are solely responsible for disclosing to your senders, as applicable, that you are utilizing JustPay.to Services and providing customer data to JustPay.to. If you receive information about others, including cardholders, through the use of the JustPay.to Services, you must keep such information confidential and may only use it in connection with the JustPay.to Services. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card information to any third party, other than in connection with processing a card transaction requested by your customer using JustPay.to Payments.

12.Restricted Use

You are required to obey all laws, rules, and regulations applicable to your use of the JustPay.to Services (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you will not use JustPay.to Payments to: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any transaction for processing that does not arise from your sale of products or services to a buyer customer, or acceptance of a bona fide charitable donation; (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent transaction; or (v) use JustPay.to in a manner that Visa, MasterCard, American Express, Discover, or any other Card Network, banks or payment network might reasonably believe to be an abuse of such network or a violation of its applicable rules.

You further agree not to, nor to permit any third party to, do any of the following with the JustPay.to Services: (i) access or attempt to access JustPay.to systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way material from JustPay.to, JustPay.to’s website, or JustPay.to Services; (iii) permit any third party to use JustPay.to Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations, use any tool to enable features or functionalities that are otherwise disabled – or decompile, disassemble, or otherwise reverse engineer – except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation, or prevent access to or use by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) use in a manner that is not expressly permitted in this Agreement.

13.Suspicion of Unauthorized or Illegal Use

We reserve the right to not authorize or settle any transaction or to terminate your account which we believe is in violation of this Agreement, any other JustPay.to agreement, or exposes you, other JustPay.to users, financial services providers, or JustPay.to to harm or unnecessary risk, including but not limited to fraud and other criminal acts. You grant us authorization to share information with law enforcement about you, your transactions, or your JustPay.to Account if we reasonably suspect that your use of JustPay.to has been for an unauthorized, illegal, or criminal purpose. Please refer to the Anti-Money Laundering Law, RA9160.

14.Banks, Affiliates, Partner Networks’ Rules

The Banks, Affiliates, Partner Networks have established guidelines, bylaws, rules, and regulations (“Network Rules”). You are required to comply with all applicable Network Rules that are applicable to Recipients. You can review portions of the Network Rules at Philippine Banks, Banko Sentral ng Pilipinas, Visa, and MasterCard. The Networks reserve the right to amend the Network Rules. JustPay.to reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes to the JustPay.to Services.

15.Disclosures and Notices

You agree that JustPay.to can provide disclosures and notices regarding the JustPay.to Services to you by posting such disclosures and notices through the JustPay.to dashboard, emailing them to the email address listed in your JustPay.to Account, mailing them to the address listed in your JustPay.to Account, or posting them to our website. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices will be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.

16.References to Our Relationship

You agree that, from the time you begin processing payment with JustPay.to until you terminate your account with us, we may identify you as a customer of JustPay.to. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and JustPay.to.

17.Additional Services

From time to time we may offer you additional features or services (“Additional Services”), such as JustPay.to Business Account, loan services, or escrow services, which may be subject to additional or different terms of service. As with the JustPay.to Services, you may not use these Additional Services unless you agree to the applicable terms of service. Except where expressly stated otherwise, your use of Additional Services will have no impact on the applicability of this Agreement to the Service.

Section B: Registering your JustPay.to Account

1. Registration

The JustPay.to Services are only made available under this Agreement to persons in the Philippines that intend to send and accept fund online, operate a business selling products or services, or to accept donations for a bona fide charitable organization. JustPay.to Payments may be used to accept payments for personal, family, or household purposes. To use the JustPay.to Services, you will first have to register. When you register, we will collect basic information including your name, location, email address, tax identification number, phone number, and deposit account (ie. bank account) details. You will also be required to provide an email address and password for your JustPay.to Account. You may not register another account with JustPay.to if we have already rejected an account for you or your business. If you believe your original application was rejected in error, please contact our Support team to review your account.

You may choose to register as an individual or as a business organization. If you register as a business organization, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business, and must have the authority to bind the business to this Agreement. Keep in mind that you are accepting the terms and conditions of this Agreement on behalf of the business. If you are a sole proprietor, the term “you” will mean you, the natural person, as well as the business organization that you represent.

2. Descriptions and URL

As part of your registration, you must provide your personal social media URL or business URL and your name or the business’s legal name. To avoid customer confusion and transaction disputes, you must enter a description that clearly identifies you or your business as well as an accurate URL.

3. Verification and Underwriting

To verify your identity, we will require information including, but not limited to, your bank account or related depository account, Tax ID, social security number, and date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s license or other government issued identification, or a business license. We may ask you for financial statements. We may request for your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your JustPay.to Account. JustPay.to will use your information to verify with the banks (or non-bank financial institutions) that the bank account (or related depository account) you submitted is valid and existing. After we have collected and verified all your information, JustPay.to will review your account and determine if you are eligible to use the JustPay.to Services. JustPay.to may also share your information with our payment processors (such as the banks), each of which may also make a determination regarding your eligibility. We will notify you once your account has been either approved or deemed ineligible for use of the JustPay.to Services.

BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU AUTHORIZE US TO RETRIEVE INFORMATION ABOUT YOU BY USING THIRD PARTIES, INCLUDING BANKS, GOVERNMENT AGENCIES AND OTHER INFORMATION PROVIDERS. YOU ACKNOWLEDGE THAT SUCH INFORMATION RETRIEVED MAY INCLUDE YOUR NAME, ADDRESS HISTORY, BANK ACCOUNT, CREDIT HISTORY, AND OTHER DATA ABOUT YOU. JUSTPAY.TO MAY PERIODICALLY UPDATE THIS INFORMATION TO DETERMINE WHETHER YOU CONTINUE TO MEET OUR ELIGIBILITY REQUIREMENTS.

You agree that JustPay.to is permitted to contact and share information about you and your application (including whether you are approved or declined), and your use of JustPay.to with the financial services providers we work with, including the banks. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the program, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct JustPay.to’s risk management process.

4. The JustPay.to Services

By registering for JustPay.to, you confirm that you are either a legal resident of the Philippines, a Philippine citizen, or a business entity authorized to conduct business by the location in which you operate.

A Filipino user abroad with a Philippine depository account may use JustPay.to for accepting funds online, subject to the provisions of the Section D, No. 9 of this Terms of Reference which provides:

The JustPay.to Services are controlled and operated from facilities in the Philippines. Except where expressly stated otherwise, JustPay.to makes no representations that the JustPay.to Services are appropriate or available for use in other locations. Those who access or use the JustPay.to Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Philippines, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the JustPay.to Services from, or on behalf of persons or entities (a) in a country embargoed by the Philippines, or (b) blocked or denied by the Philippine government. Unless otherwise explicitly stated, all materials contained in the JustPay.to Services are solely directed to individuals, companies, or other entities located in the Philippines.

5. Prohibited Businesses

There are certain categories of businesses and business practices for which the JustPay.to Services cannot be used (“Prohibited Businesses”). Many of these Prohibited Business categories are imposed by Partner Network rules or the requirements of our banking providers or processors. We maintain a list here: Prohibited Businesses. By registering a JustPay.to Account, you confirm that you will not use the JustPay.to Services in connection with any of the Prohibited Businesses. If you are uncertain as to whether a business is a Prohibited Business, or has questions about how these requirements apply to your business, please contact us. JustPay.to reserves the right to terminate your account for any reason we see fit.

Section C: Processing Card Transactions, Receiving Your Funds, and Fees

1. Processing Card Transactions

As used in this Agreement, a “Chargeback” is a request that you customer files directly with an issuing bank to reverse or invalidate a processed payment, and a “Refund” means a reversal of a charge, in whole or in part, that you initiate. “Claim” means a challenge to a payment that you or a buyer customer files directly with JustPay.to. “Reversal” means JustPay.to reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer for any reason, (b) the settlement funds were sent to you in error for any reason, (c) the sender of the payment did not have authorization to send the payment (for example, the purchaser used a card that did not belong to him or her), (d) you received the payment for activities that violated this Agreement or any other agreement you have with JustPay.to, or (e) we decided a Claim against you.

You agree that you will honor all eligible transactions presented for payment by your senders for your products and services in accordance with the Network Rules, this Agreement and any operating guides that we may provide you from time to time. You acknowledge that the existence of an affirmative authorization from us or the Card Networks does not mean that a particular card transaction won’t result in a Chargeback, Reversal or Claim at some later date. While you may charge fees for your products or services, you may not impose any fee or surcharge for payment processing on a customer that seeks to use an eligible payment card or misrepresent fees charged for payment processing. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under Card Network rules and applicable law.

2. Payouts and Transaction History

We will pay out funds settling from the Card Networks to your designated bank or settlement account (“Depository account”) you provide when registering your JustPay.to Account. Funds will be settled in the Depository account in the amounts actually received (less our Fees, as defined below) for transactions processed by JustPay.to Payments. You are responsible for the accuracy and correctness of information regarding your Depository account, including inputting the correct information as part of registering or updating your Depository account. The actual timing of the transfers to your Depository account of the settling funds will be subject to the Payout Schedule (as defined below).

After transfer of funds is initiated to your Depository account, we will update information in your JustPay.to Account to reflect settlement. Information regarding your transactions that are processed and settled using JustPay.to Payments (“Transaction History”) will be available to you when you login to your JustPay.to Account. While will provide Transaction History in your JustPay.to Account, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your JustPay.to Account as may be required for your business. JustPay.to is not obliged for maintaining Transaction History or other records in a manner consistent with your record retention obligations and may change the duration of the Transaction History at any time, but will always maintain the previous 18 months’ transactions.

3. Payout Schedule

“Payout Schedule” refers to the time it takes for us to initiate a transfer to your designated deposit Account of settlement funds arising from transactions processed through JustPay.to Payments. Once your nominated deposit Account (ie. Bank account) information has been reviewed, JustPay.to will initiate transfer of settlement funds (net of Fees, Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to your JustPay.to dashboard. The settlement funds should normally be credited to your nominated deposit Account within 1-7 days of us initiating the payout. The initial transfer to your nominated deposit account may be delayed pending review of your account. We are not responsible for any action taken by the financial institution holding your nominated deposit Account that may result in some or all of the funds not being credited to your nominated deposit Account or not being made available to you. You can contact us at any time to inquire about changing the timing of your Payout Schedule, and will be informed of the process and requirements for JustPay.to to review your Payout Schedule.

We reserve the right to change the Payout Schedule, suspend payouts to your nominated deposit Account, or initiate a Reversal should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or Refunds, or other suspicious activity associated with your use of JustPay.to Payments, or if required by law or court order.

4. Reconciliations and Errors

Transaction History will be available to you when you login to the JustPay.to dashboard. You are responsible for reconciling your Transaction History with your actual transactions, and agree to notify us of any errors or discrepancies in your Transaction History (each an “Error”) arising from such reconciliation and verification. We will investigate reported Errors and attempt to rectify any Errors that you or we discover. In the event you are owed money as a result of an Error, please contact us immediately. While we may still work with you to reconcile Errors, your failure to notify us such Errors within 60 days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts that may be owed to you in connection with any such Error, including any related charges.

5. Refunds and Returns

Full Refunds must be for the exact amount of the original transaction including tax, handling charges, and other. The Refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. You will use best efforts to process all Refunds within 60 days after the original transaction date, and you acknowledge that Refunds processed after that time may not be capable of being processed.

JustPay.to will deduct the Refund amount (including any applicable Fees) from settlement funds owed to you from processing of other transactions. Where these funds are not sufficient, you authorize JustPay.to to (through its participating banks) initiate a debit entry to your Depository account (ie. bank account) in the amount necessary to complete the refund transaction to the cardholder’s card. In the event JustPay.to cannot debit your Depository account, you agree to pay all funds owed to JustPay.to immediately upon demand. You are solely responsible for accepting and processing returns of your products and services. We have no responsibility or obligation for processing such returns, or for responding to your senders’ inquiries about such returns.

6. Chargebacks

A Chargeback is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction where you are immediately liable for the amount of the transaction. You can be assessed Chargebacks for (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by the Card Network, our processor, or the acquiring or issuing banks. When a Chargeback is issued, you are immediately liable to JustPay.to for the full amount of the transaction related to the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Card Networks or our payment processors).

YOU AGREE THAT JUSTPAY.TO MAY RECOVER THESE AMOUNTS BY DEBITING YOUR DEPOSITORY ACCOUNT (bank account, virtual wallet, etc.), OR SETTING OFF ANY AMOUNTS OWED TO YOU BY US. THIS IS DONE AUTOMATICALLY, THROUGH OUR PARTNERSHIP AGREEMENT WITH THE FINANCIAL INSTITUTION (bank, non-bank) WHERE YOUR DEPOSITORY ACCOUNT RESIDES.

If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. Where such amounts are not immediately paid to us, you agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.

If we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.

7. Contesting your Chargebacks

You or JustPay.to may elect to contest Chargebacks assessed against you. JustPay.to may provide you with assistance including notifications and support to help contest your Chargebacks, but we do not assume any liability for our role or assistance in contesting Chargebacks.

You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with financial institutions and Card Networks to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.

If the Chargeback is not resolved in your favor, we may recover the Chargeback amount and any associated fees from you. We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.

8. Excessive Chargebacks

At any point, JustPay.to, The banks, the Card Networks, or our payment processors may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in (a) additional controls and restrictions put on your use of JustPay.to Payments, including without limitation, (i) increases to your applicable Fees, or (ii) delays in your Payout Schedule; or (b) possible suspension or termination of your JustPay.to Account and access to the JustPay.to Services. The Card Networks may also place additional controls or restrictions as part of their own monitoring programs for Recipients with excessive Chargebacks.

9. JustPay.to Fees

You agree to pay all fees assessed by us to you for providing the JustPay.to Services described in this Agreement (“Fees”). Except as otherwise stated in writing by JustPay.to, these fees will be calculated pursuant to the Fee Schedule linked to here and incorporated into this Agreement by reference. We reserve the right to revise our Fees anytime.

FEATURES PERSONAL ACCOUNT BUSINESS ACCOUNT

Creating an account FREE P1,000/month

Personalized payment page FREE FREE

Request money (invoice feature) FREE FREE

Advanced Invoice feature (mass invoicing) NONE FREE

Receive money via Credit Card (MDR++) +P15 per transaction +P15 per transaction

Receive money via Debit Card P15 per transaction P15 per transaction

Receive money via Cash deposit/pickup (pricing++) +P15 per transaction +P15 per transaction

Daily transaction limit P5,000 P500,000

JustPay.to ATM Debit Card P500 (one time) FREE

Withdrawing money via JustPay.to ATM Debit Card P15 per transaction P15 per transaction

Downloadable transaction history FREE FREE

Email/Chat-based customer service FREE FREE

JustPay.to button (site integration) NONE P15 per transaction

JustPay.to Capital NONE 3% of loan amount

JustPay.to Business Starter Program NONE 3% of loan amount

JustPay.to Escrow NONE 3% of transaction

Government Services NONE 3% of transaction

API/Payments Platform NONE 0.5% of transaction

You acknowledge that you are also responsible for any penalties or fines imposed on JustPay.to or you by any Partner Network, bank or financial institution as a result of your use of the JustPay.to Services.

10.Our Collection Rights

To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from your Depository account or from funds payable to you arising from the settlement of transactions, including funds from another one or your JustPay.to Accounts. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts are not sufficient to meet your obligations to us, we may debit your Depository account registered in your JustPay.to Accounts for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand is a material breach of this Agreement and you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

11.Depository Account

In certain circumstances, we may determine that your Depository Account (bank account, virtual wallet, etc.) is necessary to provide the JustPay.to Services to you. Where needed, JustPay.to may, in its sole discretion, set the terms of your Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in your Depository Account. JustPay.to, in its sole discretion, may elect to change the terms of the Account at any time for any reason based on your payment processing history or as requested by our payment processors.

JustPay.to may fund your nominated deposit Account through (i) funds owed to you for transactions submitted through the JustPay.to Service, (ii) debiting your Depository account, (iii) through other sources associated with your JustPay.to Account, or (iv) requesting that you provide funds to JustPay.to for deposit.

Section D: License, Termination, and Other General Legal Terms

1. Your License to Use the JustPay.to Services; Our Trademarks

JustPay.to grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the JustPay.to Services solely to (a) accept and receive payments, (b) manage the funds you so receive, and (c) build applications utilizing the JustPay.to Services in a manner consistent with this Agreement and the documentation available to you on our website. This license includes use of the APIs, documentation, images, support pages, and any updates thereto provided to you by JustPay.to. Where updates are subject to new or additional terms, we will update this Agreement or provide notice to you. We may terminate this license at any time if you use the JustPay.to Services or content, except as permitted by this Agreement.

We may also periodically make available certain JustPay.to logos, trademarks, or other identifiers for your use (“JustPay.to Marks”). If we do so, you will use them subject to and in accordance with JustPay.to’s then current JustPay.to Marks Usage Agreement. JustPay.to may limit or revoke your ability to use JustPay.to Marks at any point. All rights not provided in the JustPay.to Marks Usage Agreement are expressly reserved by JustPay.to. We may change JustPay.to Marks from time to time. In the event that JustPay.to Marks or JustPay.to Marks Usage Agreement are changed, you will (a) use the current version of the JustPay.to Marks and (b) use JustPay.to Marks consistent with the JustPay.to Marks Usage Agreement.

2. Ownership

JustPay.to provides you a limited license to use the JustPay.to Services as described in and subject to this Agreement. Each of the foregoing is licensed and not sold, and we reserve all rights not expressly granted to you in this Agreement. The JustPay.to Services are protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the JustPay.to Services and all copies of the JustPay.to Services.

For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress, and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. You may choose to or we may invite you to submit comments or ideas about the JustPay.to Services, including without limitation about how to improve the JustPay.to Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place JustPay.to under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, JustPay.to does not waive any rights to use similar or related ideas previously known to JustPay.to, or developed by its employees, or obtained from sources other than you.

3. Term

The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the JustPay.to Services or until terminated by you, JustPay.to, or The banks.

4. Termination

You may terminate this Agreement by closing your JustPay.to Account at any time by following the instructions on our website in your JustPay.to Account profile. We may terminate this Agreement and close your JustPay.to Account at any time for any reason effective upon providing you notice in accordance with Section A.15 above. We may suspend your JustPay.to Account and your access to the JustPay.to Services and any funds in your JustPay.to Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the JustPay.to Services because of the risk associated with your JustPay.to Account, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement; or (iii) requested by a Card Network or issuing financial institution.

5. Effects of Termination

Upon termination and closing of your JustPay.to Account, we will immediately discontinue your access to the JustPay.to Services. You agree to complete all pending transactions, stop accepting new transactions through the JustPay.to Services and, where using JustPay.to Payments, immediately remove all JustPay.to and Partner Network logos from your site or in your app (unless otherwise permitted to do so under a separate license from the Partner Networks). Any funds in our custody will be paid out to you subject to the terms of this Agreement and your Payout Schedule.

Termination does not relieve you of your obligations as defined in this Agreement and JustPay.to may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.

Upon termination you agree (i) immediately cease your use of the JustPay.to Services, (ii) discontinue use of any JustPay.to Marks or IP Rights licensed under this Agreement, and (iii) immediately remove any JustPay.to references and logos from your site or in your app. In addition, upon termination you understand and agree that (iv) the license granted under this Agreement will end, (v) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, (vi) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the JustPay.to Services, or any termination or suspension of the JustPay.to Services or deletion of your information or account data, and (vii) you are still liable to us for any Chargebacks, Fees, Refunds, or other amounts incurred by you or through your use of JustPay.to Services prior to termination.

6. Your Liability

You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your use of the JustPay.to Services and your breach of this Agreement. You are responsible for the use of lost or stolen Payments to purchase products or services from your business, and selected and implementing Security Controls that are appropriate for your business. You agree to reimburse your customer, JustPay.to, The banks, and any third party designated by JustPay.to or The banks for any and all such liability. JustPay.to will have the final decision-making authority with respect to Claims. You will be required to reimburse JustPay.to for any liability we incur due to fulfillment or failure to fulfill obligations to your senders, including delivery of products or services. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any Fees paid to JustPay.to. Without limiting the foregoing, you agree to defend, indemnify, and hold harmless JustPay.to, The banks, and their respective employees, directors, agents, and affiliates (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (i) your breach of any provision of this Agreement; (ii) your use of the JustPay.to Services with your site or app; (iii) your obligations to pay amounts owed under this Agreement, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (iv) negligence or willful misconduct of your employees, contractors, or agents; and (v) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or card issuer). JustPay.to may immediately remove such amounts from your Depository account and deduct the amounts owed for such liability to JustPay.to from such funds.

7. Representation and Warranties

You represent and warrant to us that: (a) if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you’ve obtained and can evidence consent from your parent or legal guardian to your execution of this Agreement and use of the JustPay.to Services in the manner prescribed by JustPay.to; (b) you are eligible to register and use the JustPay.to Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the information you submit as part of your registration is current, accurate, and complete; (d) any transaction submitted by you will represent a bona fide transaction for permitted products or services, or a charitable donation; (e) any transactions submitted by you will accurately describe the products or services sold and delivered to a purchaser, or a donation received for the purpose accurately described on your site or in your app; (f) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the JustPay.to Services; (g) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (h) you and all transactions initiated by you will comply with Philippine laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (i) except in the ordinary course of business, no transaction submitted by you through the JustPay.to Services will represent a sale to any principal, partner, proprietor, or owner of your entity; and (j) you will not use the JustPay.to Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the JustPay.to Services.

8. No Warranties

THE JUSTPAY.TO SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, RECIPIENTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE JUSTPAY.TO SERVICES OR FROM (I) JUSTPAY.TO OR THE BANKS; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF JUSTPAY.TO OR THE BANKS; OR (III) ANY OF THE DISCLAIMING ENTITIES WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER JUSTPAY.TO NOR THE BANKS HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR, WHETHER PROVIDED THROUGH YOUR SITE OR APP OR OTHERWISE, WITH THE JUSTPAY.TO SERVICES, AND NEITHER JUSTPAY.TO NOR THE BANKS CAN ENSURE THAT YOUR SENDERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO. WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE JUSTPAY.TO SERVICES IS ACCURATE, RELIABLE, OR CORRECT; THAT THE JUSTPAY.TO SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE JUSTPAY.TO SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT THE JUSTPAY.TO SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE JUSTPAY.TO SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE JUSTPAY.TO SERVICES IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION. THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE JUSTPAY.TO SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER JUSTPAY.TO NOR THE BANKS WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9. Limitation of Liability and Damages

IN NO EVENT SHALL A DISCLAIMING ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE JUSTPAY.TO SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR JUSTPAY.TO ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS. THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE JUSTPAY.TO SERVICES; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE JUSTPAY.TO SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE JUSTPAY.TO SERVICES; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE JUSTPAY.TO SERVICES; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE JUSTPAY.TO SERVICES; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. WITHOUT LIMITING ANYTHING TO THE CONTRARY, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO JUSTPAY.TO DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF JUSTPAY.TO OR THE BANKS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The JustPay.to Services are controlled and operated from facilities in the Philippines. Except where expressly stated otherwise, JustPay.to makes no representations that the JustPay.to Services are appropriate or available for use in other locations. Those who access or use the JustPay.to Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Philippines, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the JustPay.to Services from, or on behalf of persons or entities (a) in a country embargoed by the Philippines, or (b) blocked or denied by the Philippine government. Unless otherwise explicitly stated, all materials contained in the JustPay.to Services are solely directed to individuals, companies, or other entities located in the Philippines.

10.Disputes; Choice of Law; Jurisdiction and Venue

You agree that any disputes arising out of or relating to this Agreement or the JustPay.to Services will be resolved in accordance with this Section 10. This Agreement is governed by the laws of the Philippines without regard to its choice of law provisions. The exclusive venue for any actions or claims arising under or related to this Agreement will be the courts of Pasig City, Philippines. Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

11.Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the JustPay.to Services or software with notice that we in our sole discretion deem to be reasonable in the circumstances, such as on our website. Any use of the JustPay.to Services or software after our publication of any such changes will constitute your acceptance of this Agreement as modified.

12.Assignment

This Agreement and any rights or licenses granted hereunder may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction upon notice to you or where substantially all of JustPay.to’s assets are sold. Any attempt by you to assign this Agreement, or any rights or licenses granted herein, without JustPay.to’s express written consent will be null and void.

13.Change of Business

You agree to give us at least 30 days prior notification of your intent to change your current product or services types, your trade name, or the manner or types of payments you accept. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets not later than 3 days after you obtain knowledge of it.

14.Parties

This Agreement binds you and your respective representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.

15.Third-Party Services and Links to Other Websites

You may be offered services, products, and promotions provided by or be presented links to websites operated by third parties (“Third-Party Services”) that utilize, integrate, or provide services related to the Service. If you decide to use these Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with these Third-Party Services. You agree that we are not responsible for the performance of Third-Party Services.

Our website may contain links to Third-Party Services as a convenience to you. The inclusion of any links to Third-Party Services does not imply an approval, endorsement, or recommendation by us. Your access or use of any Third-Party Services is done at your own risk. You understand that Third-Party Services are not governed by this Agreement. We expressly disclaim all responsibility and liability for Third-Party Services. Please remember that when you use a link to go from our website to a Third-Party Service, our Privacy Policy is no longer in effect. Your browsing and interaction with a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms and policies.

16.Force Majeure

No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D(10), including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.

17.Responding to Legal Process

JustPay.to may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We may deliver or hold any funds or, subject to the terms of our Privacy Policy, any information as required under such Legal Process, even if you are receiving funds on behalf of third parties. Where permitted, we will use reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. JustPay.to is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Legal Process.

18.Entire Agreement

This Agreement constitutes the entire agreement between you, JustPay.to, and The banks with respect to the provision of the JustPay.to Services. In the event of a conflict between this Agreement and any other JustPay.to agreement or policy relating to the subject matter herein, this Agreement will prevail. These terms and conditions describe the entire liability of JustPay.to, The banks, and our vendors and suppliers (including processors), set forth your exclusive remedies with respect to the JustPay.to Services, and define your access and use of the JustPay.to Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

19.Survival

Notwithstanding that any provision of this Agreement may prove to be illegal, invalid, or unenforceable in any respect under the applicable laws or court order, the remaining provisions of this Agreement shall continue in full force and effect, under the basic intention of the Parties herein have been adversely affected. Without prejudice to the generality of the foregoing, the Parties shall negotiate in good faith in order to agree on the terms of a mutually acceptable and satisfactory alternative provision that is legally permitted, enforceable and consistent with the applicable laws or court order in place of the illegal, invalid, or unenforceable provision, provided always that any such amendments and/or variations shall not have that effect of substantially changing that nature and characteristics of this agreement.

ACCOUNT HOLDERS (PAYEE/RECIPIENTS/MERCHANTS)

About our Terms of Service

Welcome to JustPay.to. We developed a money transfer service (the “JustPay.to Payments”) to make it easy for you to accept credit and debit card payments, bank-to-bank fund transfer, over-the-counter cash deposits online from your family, friends, and customers so you can focus on your own product or service.

We have tried to draft these Recipient Terms of Service to be readable, but should you have any questions or concerns or would simply like to better understand how we do things at JustPay.to, please do not hesitate to contact us at info@justpay.to.

Below is a quick description of the sections in this Agreement, but there are important details in the whole document, so you should read it.

The JustPay.to Services

We provide you with software and a service to process your online payments; we will respect and protect your privacy, data and personal information. You run your business, service customer, protect customer’ data, report & pay taxes, and observe all laws, rules, and regulations. JustPay.to may offer other services to you that may be subject to additional or different terms.

Registering for JustPay.to

To create a JustPay.to account, you need to provide us with a unique username and basic information. Your username will be your personalized “payment link”, your JustPay.to URL. You provide us with basic information about you; we will seek to verify your information (we may work with banks or third parties to do so) and approve your account unless deemed risky (by us, the banks, or our payment processors). You give us permission to do all this, and to periodically update the information or we otherwise must decline to offer JustPay.to Services to you. There are some prohibited activities for which you may not use the JustPay.to Services.

Each JustPay.to account corresponds to a depository account, and is non-transferrable. You can have multiple JustPay.to accounts for several depository accounts; however usernames cannot be the same.

Receiving your Funds from Transactions

Funds from your transactions (minus our fees) are paid to you at a schedule communicated to you once your JustPay.to Account is approved. Initial payouts for your transactions are typically sent to your nominated deposit account (ie. bank account) within 1-7 days. A certain amount of your funds may be subject to an additional hold period (e.g. Daily Deposit Limit, Escrow) with terms determined by your membership account and/or sender payment options. You are responsible for refunds, returns, and liable for customer disputes (chargebacks).

Chargebacks and Refunds

For valid chargebacks and refunds, we have authority to debit your depository account for the charges and corresponding fees.

Termination and Other Legal Terms

We can terminate this agreement at any time (especially if you do something bad). You can also terminate your account anytime. Termination is effective immediately. Termination does not alter your liability for processed payments or related chargebacks.

JustPay.to Terms of Service

The Terms and Conditions described here constitute a legal agreement (“Agreement”) between an individual, the sole proprietor or business organization listed as the “Recipient” on the service registration page (sometimes referred to as “you,” “your”, “user”), JustPayto Philippines Corporation (“JustPay.to”), and the Banks (“the banks”, collectively with JustPay.to referred as “we”, “our” or “us”).

Section A: JustPay.to Services

1. Our Role

JustPay.to Payments helps you accept and process credit card, debit card and other types of payments (collectively “Payments”) from your senders who want to pay you for products or services or transfer money. JustPay.to’s card processing service supports PH-issued card and most non-PH issued Payments with a Visa, MasterCard logo (collectively “the Card Networks”) including credit, debit, and pre-paid. JustPay.to is not a bank or a money services business (“MSB”) and JustPay.to does not offer banking or MSB services as defined by the Banko Sentral ng Pilipinas. In addition, we do not assume any liability for the products or services purchased using JustPay.to Payments. You will be required to register with JustPay.to to use JustPay.to Payments (see Registering for JustPay.to).

2. JustPay.to Payments

We provide a Personal Payment Page, an API and other software to enable you to use JustPay.to Payments. We reserve the right to require you install or update any and all software updates to continue using JustPay.to Payments. JustPay.to Payments includes software that manages your recurring payments on our subscription service. JustPay.to Payments also includes software to help you manage recurring and subscription billing charges for your products and services. It is your responsibility to obtain your senders’ consent to be billed on a recurring basis in compliance with applicable legal requirements and Card Network payment rules.

3. Authorization for Handling of Funds

By accepting this agreement, you authorize us to receive, and disburse funds on your behalf when such funds from your transactions (credit card, debit card, fund transfer, over-thecounter) settle from the Card Networks, Banks, and Affiliates. You further authorize JustPay.to to instruct related services on how your transaction settlement funds should be disbursed to you (deposit on your bank account, conversion to virtual currency, payment for bills, etc) and the timing of such disbursements. Settlement funds will be held in a deposit account at the banks pending disbursement of the funds to you in accordance with the terms of this contract. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by the banks pending settlement to your designated settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account at the banks. We may periodically make available to you information in the JustPay.to dashboard regarding anticipated settlement amounts received on your behalf from the Partner Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of JustPay.to or the banks to you. This settlement information reflected in the JustPay.to dashboard is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your designated settlement account. Your authorizations set forth herein will remain in full force and effect until your JustPay.to Account is closed or terminated.

4. Payment Methods

You may only process payments when authorized to do so by your customer (sender). JustPay.to will only process transactions that have been authorized by the applicable Partner Network, bank, or card issuer.

You are solely responsible for verifying identity of your senders, ensuring that they have authorized the transaction, and determining their eligibility to purchase your products and services. JustPay.to does not guarantee or assume any liability for transactions authorized and completed that are later reversed or charged back (see Chargebacks below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. JustPay.to may add or remove one or more payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the removal.

5. Customer Service

We will provide you with customer service to resolve issues relating to your JustPay.to Account, use of the JustPay.to Services, and the distribution of funds to your nominated settlement account. You, and you alone, are responsible for providing service to your senders for any and all issues related to your products and services, including but not limited to issues arising from the processing of your senders’ money transfer through JustPay.to Payments.

6. Taxes

It is your responsibility to determine what, if any, taxes apply to the sale of your products and services and/or the payments you receive in connection with your use of JustPay.to Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.

7. Your Data Security Obligations

You are fully responsible for the security of data on your site, through your app, or otherwise in your possession. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, Bank, or transaction information (defined as “Payment Data”) on your site or through your app. While JustPay.to helps to make compliance easier, you are solely responsible for compliance with any laws, regulations, or rules applicable to your business.

8. Security and Fraud Controls

JustPay.to is responsible for protecting the security of Payment Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your senders that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your senders at your own risk. We recommend you review our Privacy Policy, which will help you understand how we collect, use and safeguard the information you provide to us.

JustPay.to may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). These Security Controls may include processes or applications that are developed by JustPay.to or by third parties, including but not limited to providing two-factor authentication for logging into your JustPay.to Account. You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us. Disabling or failing to properly use Security Controls increases your exposure to unauthorized Card transactions. Keep in mind that you are responsible for the use of lost or stolen data that is used to purchase products or services from your business. We are not liable for and do not insure against losses to you or your senders resulting from use of lost or stolen data with JustPay.to Payments (including but not limited to losses arising from the use of lost or stolen credit Payments to make purchases from your site or app, or those caused by a compromise of your login credentials).

9. Audit Right

If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us, our banking partners, and the Card Networks.

10. Your Privacy

Privacy and the protection of personal information are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, linked to and incorporated into this Agreement by reference, which contains your consent to our collection, use, retention, and disclosure of personal information as well as other matters. The Privacy Policy also explains how and for what purposes we collect, use, retain, disclose, and safeguard the personal information provided to us. You acknowledge that we are required to provide your business name and limited information to financial services providers as part of JustPay.to Payments. You specifically consent to the fulfillment of the obligations related to the listing by us or our payment processor and to the listing itself and you waive and hold harmless us or our payment processor from all claims and liabilities you may have as a result of such reporting.

11. Privacy of Others

You represent to JustPay.to that you are and will continue to be in compliance with all applicable privacy laws. You further represent that you have obtained all necessary rights and consents under applicable law to disclose to JustPay.to – or allow JustPay.to to collect, use, retain, and disclose – any data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means. As between you and JustPay.to, you are solely responsible for disclosing to your senders, as applicable, that you are utilizing JustPay.to Services and providing customer data to JustPay.to. If you receive information about others, including cardholders, through the use of the JustPay.to Services, you must keep such information confidential and may only use it in connection with the JustPay.to Services. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card information to any third party, other than in connection with processing a card transaction requested by your customer using JustPay.to Payments.

12. Restricted Use

You are required to obey all laws, rules, and regulations applicable to your use of the JustPay.to Services (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you will not use JustPay.to Payments to: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any transaction for processing that does not arise from your sale of products or services to a buyer customer, or acceptance of a bona fide charitable donation; (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent transaction; or (v) use JustPay.to in a manner that Visa, MasterCard, American Express, Discover, or any other Card Network, banks or payment network might reasonably believe to be an abuse of such network or a violation of its applicable rules.

You further agree not to, nor to permit any third party to, do any of the following with the JustPay.to Services: (i) access or attempt to access JustPay.to systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way material from JustPay.to, JustPay.to’s website, or JustPay.to Services; (iii) permit any third party to use JustPay.to Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations, use any tool to enable features or functionalities that are otherwise disabled – or decompile, disassemble, or otherwise reverse engineer – except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation, or prevent access to or use by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) use in a manner that is not expressly permitted in this Agreement.

13. Suspicion of Unauthorized or Illegal Use

We reserve the right to not authorize or settle any transaction or to terminate your account which we believe is in violation of this Agreement, any other JustPay.to agreement, or exposes you, other JustPay.to users, financial services providers, or JustPay.to to harm or unnecessary risk, including but not limited to fraud and other criminal acts. You grant us authorization to share information with law enforcement about you, your transactions, or your JustPay.to Account if we reasonably suspect that your use of JustPay.to has been for an unauthorized, illegal, or criminal purpose. Please refer to the Anti-Money Laundering Law, RA9160.

14. Banks, Affiliates, Partner Networks’ Rules

The Banks, Affiliates, Partner Networks have established guidelines, bylaws, rules, and regulations (“Network Rules”). You are required to comply with all applicable Network Rules that are applicable to Recipients. You can review portions of the Network Rules at Philippine Banks, Banko Sentral ng Pilipinas, Visa, and MasterCard. The Networks reserve the right to amend the Network Rules. JustPay.to reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes to the JustPay.to Services.

15. Disclosures and Notices

You agree that JustPay.to can provide disclosures and notices regarding the JustPay.to Services to you by posting such disclosures and notices through the JustPay.to dashboard, emailing them to the email address listed in your JustPay.to Account, mailing them to the address listed in your JustPay.to Account, or posting them to our website. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices will be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.

16. References to Our Relationship

You agree that, from the time you begin processing payment with JustPay.to until you terminate your account with us, we may identify you as a customer of JustPay.to. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and JustPay.to.

17. Additional Services

From time to time we may offer you additional features or services (“Additional Services”), such as JustPay.to Business Account, loan services, or escrow services, which may be subject to additional or different terms of service. As with the JustPay.to Services, you may not use these Additional Services unless you agree to the applicable terms of service. Except where expressly stated otherwise, your use of Additional Services will have no impact on the applicability of this Agreement to the Service.

Section B: Registering your JustPay.to Account

1. Registration

The JustPay.to Services are only made available under this Agreement to persons in the Philippines that intend to send and accept fund online, operate a business selling products or services, or to accept donations for a bona fide charitable organization. JustPay.to Payments may be used to accept payments for personal, family, or household purposes. To use the JustPay.to Services, you will first have to register. When you register, we will collect basic information including your name, location, email address, tax identification number, phone number, and deposit account (ie. bank account) details. You will also be required to provide an email address and password for your JustPay.to Account. You may not register another account with JustPay.to if we have already rejected an account for you or your business. If you believe your original application was rejected in error, please contact our Support team to review your account.

You may choose to register as an individual or as a business organization. If you register as a business organization, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business, and must have the authority to bind the business to this Agreement. Keep in mind that you are accepting the terms and conditions of this Agreement on behalf of the business. If you are a sole proprietor, the term “you” will mean you, the natural person, as well as the business organization that you represent.

2. Descriptions and URL

As part of your registration, you must provide your personal social media URL or business URL and your name or the business’s legal name. To avoid customer confusion and transaction disputes, you must enter a description that clearly identifies you or your business as well as an accurate URL.

3. Verification and Underwriting

To verify your identity, we will require information including, but not limited to, your bank account or related depository account, Tax ID, social security number, and date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s license or other government issued identification, or a business license. We may ask you for financial statements. We may request for your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your JustPay.to Account. JustPay.to will use your information to verify with the banks (or non-bank financial institutions) that the bank account (or related depository account) you submitted is valid and existing. After we have collected and verified all your information, JustPay.to will review your account and determine if you are eligible to use the JustPay.to Services. JustPay.to may also share your information with our payment processors (such as the banks), each of which may also make a determination regarding your eligibility. We will notify you once your account has been either approved or deemed ineligible for use of the JustPay.to Services.

BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU AUTHORIZE US TO RETRIEVE INFORMATION ABOUT YOU BY USING THIRD PARTIES, INCLUDING BANKS, GOVERNMENT AGENCIES AND OTHER INFORMATION PROVIDERS. YOU ACKNOWLEDGE THAT SUCH INFORMATION RETRIEVED MAY INCLUDE YOUR NAME, ADDRESS HISTORY, BANK ACCOUNT, CREDIT HISTORY, AND OTHER DATA ABOUT YOU. JUSTPAY.TO MAY PERIODICALLY UPDATE THIS INFORMATION TO DETERMINE WHETHER YOU CONTINUE TO MEET OUR ELIGIBILITY REQUIREMENTS.

You agree that JustPay.to is permitted to contact and share information about you and your application (including whether you are approved or declined), and your use of JustPay.to with the financial services providers we work with, including the banks. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the program, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct JustPay.to’s risk management process.

4. The JustPay.to Services

By registering for JustPay.to, you confirm that you are either a legal resident of the Philippines, a Philippine citizen, or a business entity authorized to conduct business by the location in which you operate.

A Filipino user abroad with a Philippine depository account may use JustPay.to for accepting funds online, subject to the provisions of the Section D, No. 9 of this Terms of Reference which provides:

The JustPay.to Services are controlled and operated from facilities in the Philippines. Except where expressly stated otherwise, JustPay.to makes no representations that the JustPay.to Services are appropriate or available for use in other locations. Those who access or use the JustPay.to Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Philippines, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the JustPay.to Services from, or on behalf of persons or entities (a) in a country embargoed by the Philippines, or (b) blocked or denied by the Philippine government. Unless otherwise explicitly stated, all materials contained in the JustPay.to Services are solely directed to individuals, companies, or other entities located in the Philippines.

5. Prohibited Businesses

There are certain categories of businesses and business practices for which the JustPay.to Services cannot be used (“Prohibited Businesses”). Many of these Prohibited Business categories are imposed by Partner Network rules or the requirements of our banking providers or processors. We maintain a list here: Prohibited Businesses. By registering a JustPay.to Account, you confirm that you will not use the JustPay.to Services in connection with any of the Prohibited Businesses. If you are uncertain as to whether a business is a Prohibited Business, or has questions about how these requirements apply to your business, please contact us. JustPay.to reserves the right to terminate your account for any reason we see fit.

Section C: Processing Card Transactions, Receiving Your Funds, and Fees

1. Processing Card Transactions

As used in this Agreement, a “Chargeback” is a request that you customer files directly with an issuing bank to reverse or invalidate a processed payment, and a “Refund” means a reversal of a charge, in whole or in part, that you initiate. “Claim” means a challenge to a payment that you or a buyer customer files directly with JustPay.to. “Reversal” means JustPay.to reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer for any reason, (b) the settlement funds were sent to you in error for any reason, (c) the sender of the payment did not have authorization to send the payment (for example, the purchaser used a card that did not belong to him or her), (d) you received the payment for activities that violated this Agreement or any other agreement you have with JustPay.to, or (e) we decided a Claim against you.

You agree that you will honor all eligible transactions presented for payment by your senders for your products and services in accordance with the Network Rules, this Agreement and any operating guides that we may provide you from time to time. You acknowledge that the existence of an affirmative authorization from us or the Card Networks does not mean that a particular card transaction won’t result in a Chargeback, Reversal or Claim at some later date. While you may charge fees for your products or services, you may not impose any fee or surcharge for payment processing on a customer that seeks to use an eligible payment card or misrepresent fees charged for payment processing. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under Card Network rules and applicable law.

2. Payouts and Transaction History

We will pay out funds settling from the Card Networks to your designated bank or settlement account (“Depository account”) you provide when registering your JustPay.to Account. Funds will be settled in the Depository account in the amounts actually received (less our Fees, as defined below) for transactions processed by JustPay.to Payments. You are responsible for the accuracy and correctness of information regarding your Depository account, including inputting the correct information as part of registering or updating your Depository account. The actual timing of the transfers to your Depository account of the settling funds will be subject to the Payout Schedule (as defined below).

After transfer of funds is initiated to your Depository account, we will update information in your JustPay.to Account to reflect settlement. Information regarding your transactions that are processed and settled using JustPay.to Payments (“Transaction History”) will be available to you when you login to your JustPay.to Account. While will provide Transaction History in your JustPay.to Account, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your JustPay.to Account as may be required for your business. JustPay.to is not obliged for maintaining Transaction History or other records in a manner consistent with your record retention obligations and may change the duration of the Transaction History at any time, but will always maintain the previous 18 months’ transactions.

3. Payout Schedule

“Payout Schedule” refers to the time it takes for us to initiate a transfer to your designated deposit Account of settlement funds arising from transactions processed through JustPay.to Payments. Once your nominated deposit Account (ie. Bank account) information has been reviewed, JustPay.to will initiate transfer of settlement funds (net of Fees, Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to your JustPay.to dashboard. The settlement funds should normally be credited to your nominated deposit Account within 1-7 days of us initiating the payout. The initial transfer to your nominated deposit account may be delayed pending review of your account. We are not responsible for any action taken by the financial institution holding your nominated deposit Account that may result in some or all of the funds not being credited to your nominated deposit Account or not being made available to you. You can contact us at any time to inquire about changing the timing of your Payout Schedule, and will be informed of the process and requirements for JustPay.to to review your Payout Schedule.

We reserve the right to change the Payout Schedule, suspend payouts to your nominated deposit Account, or initiate a Reversal should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or Refunds, or other suspicious activity associated with your use of JustPay.to Payments, or if required by law or court order.

4. Reconciliations and Errors

Transaction History will be available to you when you login to the JustPay.to dashboard. You are responsible for reconciling your Transaction History with your actual transactions, and agree to notify us of any errors or discrepancies in your Transaction History (each an “Error”) arising from such reconciliation and verification. We will investigate reported Errors and attempt to rectify any Errors that you or we discover. In the event you are owed money as a result of an Error, please contact us immediately. While we may still work with you to reconcile Errors, your failure to notify us such Errors within 60 days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts that may be owed to you in connection with any such Error, including any related charges.

5. Refunds and Returns

Full Refunds must be for the exact amount of the original transaction including tax, handling charges, and other. The Refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. You will use best efforts to process all Refunds within 60 days after the original transaction date, and you acknowledge that Refunds processed after that time may not be capable of being processed.

JustPay.to will deduct the Refund amount (including any applicable Fees) from settlement funds owed to you from processing of other transactions. Where these funds are not sufficient, you authorize JustPay.to to (through its participating banks) initiate a debit entry to your Depository account (ie. bank account) in the amount necessary to complete the refund transaction to the cardholder’s card. In the event JustPay.to cannot debit your Depository account, you agree to pay all funds owed to JustPay.to immediately upon demand. You are solely responsible for accepting and processing returns of your products and services. We have no responsibility or obligation for processing such returns, or for responding to your senders’ inquiries about such returns.

6. Chargebacks

A Chargeback is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction where you are immediately liable for the amount of the transaction. You can be assessed Chargebacks for (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by the Card Network, our processor, or the acquiring or issuing banks. When a Chargeback is issued, you are immediately liable to JustPay.to for the full amount of the transaction related to the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Card Networks or our payment processors).

YOU AGREE THAT JUSTPAY.TO MAY RECOVER THESE AMOUNTS BY DEBITING YOUR DEPOSITORY ACCOUNT (bank account, virtual wallet, etc.), OR SETTING OFF ANY AMOUNTS OWED TO YOU BY US. THIS IS DONE AUTOMATICALLY, THROUGH OUR PARTNERSHIP AGREEMENT WITH THE FINANCIAL INSTITUTION (bank, non-bank) WHERE YOUR DEPOSITORY ACCOUNT RESIDES. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. Where such amounts are not immediately paid to us, you agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.

If we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.

7. Contesting your Chargebacks

You or JustPay.to may elect to contest Chargebacks assessed against you. JustPay.to may provide you with assistance including notifications and support to help contest your Chargebacks, but we do not assume any liability for our role or assistance in contesting Chargebacks.

You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with financial institutions and Card Networks to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.

If the Chargeback is not resolved in your favor, we may recover the Chargeback amount and any associated fees from you. We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.

8. Excessive Chargebacks

At any point, JustPay.to, The banks, the Card Networks, or our payment processors may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in (a) additional controls and restrictions put on your use of JustPay.to Payments, including without limitation, (i) increases to your applicable Fees, or (ii) delays in your Payout Schedule; or (b) possible suspension or termination of your JustPay.to Account and access to the JustPay.to Services. The Card Networks may also place additional controls or restrictions as part of their own monitoring programs for Recipients with excessive Chargebacks.

9. JustPay.to Fees

You agree to pay all fees assessed by us to you for providing the JustPay.to Services described in this Agreement (“Fees”). Except as otherwise stated in writing by JustPay.to, these fees will be calculated pursuant to the Fee Schedule linked to here and incorporated into this Agreement by reference. We reserve the right to revise our Fees anytime.

FEATURES PERSONAL ACCOUNT BUSINESS ACCOUNT

Creating an account FREE P1,000/month

Personalized payment page FREE FREE

Request money (invoice feature) FREE FREE

Advanced Invoice feature (mass invoicing) NONE FREE

Receive money via Credit Card (MDR++) +P15 per transaction +P15 per transaction

Receive money via Debit Card P15 per transaction P15 per transaction

Receive money via Cash deposit/pickup (pricing++) +P15 per transaction +P15 per transaction

Daily transaction limit P5,000 P500,000

JustPay.to ATM Debit Card P500 (one time) FREE

Withdrawing money via JustPay.to ATM Debit Card P15 per transaction P15 per transaction

Downloadable transaction history FREE FREE

Email/Chat-based customer service FREE FREE

JustPay.to button (site integration) NONE P15 per transaction

JustPay.to Capital NONE 3% of loan amount

JustPay.to Business Starter Program NONE 3% of loan amount

JustPay.to Escrow NONE 3% of transaction

Government Services NONE 3% of transaction

API/Payments Platform NONE 0.5% of transaction

You acknowledge that you are also responsible for any penalties or fines imposed on JustPay.to

or you by any Partner Network, bank or financial institution as a result of your use of the JustPay.to Services.

10. Our Collection Rights

To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from your Depository account or from funds payable to you arising from the settlement of transactions, including funds from another one or your JustPay.to Accounts. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts are not sufficient to meet your obligations to us, we may debit your Depository account registered in your JustPay.to Accounts for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand is a material breach of this Agreement and you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

11. Depository Account

In certain circumstances, we may determine that your Depository Account (bank account, virtual wallet, etc.) is necessary to provide the JustPay.to Services to you. Where needed, JustPay.to may, in its sole discretion, set the terms of your Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in your Depository Account. JustPay.to, in its sole discretion, may elect to change the terms of the Account at any time for any reason based on your payment processing history or as requested by our payment processors.

JustPay.to may fund your nominated deposit Account through (i) funds owed to you for transactions submitted through the JustPay.to Service, (ii) debiting your Depository account, (iii) through other sources associated with your JustPay.to Account, or (iv) requesting that you provide funds to JustPay.to for deposit.

Section D: License, Termination, and Other General Legal Terms

1. Your License to Use the JustPay.to Services; Our Trademarks JustPay.to grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the JustPay.to Services solely to (a) accept and receive payments, (b) manage the funds you so receive, and (c) build applications utilizing the JustPay.to Services in a manner consistent with this Agreement and the documentation available to you on our website. This license includes use of the APIs, documentation, images, support pages, and any updates thereto provided to you by JustPay.to. Where updates are subject to new or additional terms, we will update this Agreement or provide notice to you. We may terminate this license at any time if you use the JustPay.to Services or content, except as permitted by this Agreement. We may also periodically make available certain JustPay.to logos, trademarks, or other identifiers for your use (“JustPay.to Marks”). If we do so, you will use them subject to and in accordance with JustPay.to’s then current JustPay.to Marks Usage Agreement. JustPay.to may limit or revoke your ability to use JustPay.to Marks at any point. All rights not provided in the JustPay.to Marks Usage Agreement are expressly reserved by JustPay.to. We may change JustPay.to Marks from time to time. In the event that JustPay.to Marks or JustPay.to Marks Usage Agreement are changed, you will (a) use the current version of the JustPay.to Marks and (b) use JustPay.to Marks consistent with the JustPay.to Marks Usage Agreement.

2. Ownership

JustPay.to provides you a limited license to use the JustPay.to Services as described in and subject to this Agreement. Each of the foregoing is licensed and not sold, and we reserve all rights not expressly granted to you in this Agreement. The JustPay.to Services are protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the JustPay.to Services and all copies of the JustPay.to Services.

For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress, and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. You may choose to or we may invite you to submit comments or ideas about the JustPay.to Services, including without limitation about how to improve the JustPay.to Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place JustPay.to under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, JustPay.to does not waive any rights to use similar or related ideas previously known to JustPay.to, or developed by its employees, or obtained from sources other than you.

3. Term

The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the JustPay.to Services or until terminated by you, JustPay.to, or The banks.

4. Termination

You may terminate this Agreement by closing your JustPay.to Account at any time by following the instructions on our website in your JustPay.to Account profile. We may terminate this Agreement and close your JustPay.to Account at any time for any reason effective upon providing you notice in accordance with Section A.15 above. We may suspend your JustPay.to Account and your access to the JustPay.to Services and any funds in your JustPay.to Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the JustPay.to Services because of the risk associated with your JustPay.to Account, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement; or (iii) requested by a Card Network or issuing financial institution.

5. Effects of Termination

Upon termination and closing of your JustPay.to Account, we will immediately discontinue your access to the JustPay.to Services. You agree to complete all pending transactions, stop accepting new transactions through the JustPay.to Services and, where using JustPay.to Payments, immediately remove all JustPay.to and Partner Network logos from your site or in your app (unless otherwise permitted to do so under a separate license from the Partner Networks). Any funds in our custody will be paid out to you subject to the terms of this Agreement and your Payout Schedule.

Termination does not relieve you of your obligations as defined in this Agreement and JustPay.to may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.

Upon termination you agree (i) immediately cease your use of the JustPay.to Services, (ii) discontinue use of any JustPay.to Marks or IP Rights licensed under this Agreement, and (iii) immediately remove any JustPay.to references and logos from your site or in your app. In addition, upon termination you understand and agree that (iv) the license granted under this Agreement will end, (v) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, (vi) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the JustPay.to Services, or any termination or suspension of the JustPay.to Services or deletion of your information or account data, and (vii) you are still liable to us for any Chargebacks, Fees, Refunds, or other amounts incurred by you or through your use of JustPay.to Services prior to termination.

6. Your Liability

You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your use of the JustPay.to Services and your breach of this Agreement. You are responsible for the use of lost or stolen Payments to purchase products or services from your business, and selected and implementing Security Controls that are appropriate for your business. You agree to reimburse your customer, JustPay.to, The banks, and any third party designated by JustPay.to or The banks for any and all such liability. JustPay.to will have the final decision-making authority with respect to Claims. You will be required to reimburse JustPay.to for any liability we incur due to fulfillment or failure to fulfill obligations to your senders, including delivery of products or services. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any Fees paid to JustPay.to. Without limiting the foregoing, you agree to defend, indemnify, and hold harmless JustPay.to, The banks, and their respective employees, directors, agents, and affiliates (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (i) your breach of any provision of this Agreement; (ii) your use of the JustPay.to Services with your site or app; (iii) your obligations to pay amounts owed under this Agreement, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (iv) negligence or willful misconduct of your employees, contractors, or agents; and (v) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or card issuer). JustPay.to may immediately remove such amounts from your Depository account and deduct the amounts owed for such liability to JustPay.to from such funds.

7. Representation and Warranties

You represent and warrant to us that: (a) if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you’ve obtained and can evidence consent from your parent or legal guardian to your execution of this Agreement and use of the JustPay.to Services in the manner prescribed by JustPay.to; (b) you are eligible to register and use the JustPay.to Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the information you submit as part of your registration is current, accurate, and complete; (d) any transaction submitted by you will represent a bona fide transaction for permitted products or services, or a charitable donation; (e) any transactions submitted by you will accurately describe the products or services sold and delivered to a purchaser, or a donation received for the purpose accurately described on your site or in your app; (f) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the JustPay.to Services; (g) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (h) you and all transactions initiated by you will comply with Philippine laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (i) except in the ordinary course of business, no transaction submitted by you through the JustPay.to Services will represent a sale to any principal, partner, proprietor, or owner of your entity; and (j) you will not use the JustPay.to Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the JustPay.to Services.

8. No Warranties

THE JUSTPAY.TO SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, RECIPIENTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE JUSTPAY.TO SERVICES OR FROM (I) JUSTPAY.TO OR THE BANKS; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF JUSTPAY.TO OR THE BANKS; OR (III) ANY OF THE DISCLAIMING ENTITIES WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER JUSTPAY.TO NOR THE BANKS HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR, WHETHER PROVIDED THROUGH YOUR SITE OR APP OR OTHERWISE, WITH THE JUSTPAY.TO SERVICES, AND NEITHER JUSTPAY.TO NOR THE BANKS CAN ENSURE THAT YOUR SENDERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO. WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE JUSTPAY.TO SERVICES IS ACCURATE, RELIABLE, OR CORRECT; THAT THE JUSTPAY.TO SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE JUSTPAY.TO SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT THE JUSTPAY.TO SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE JUSTPAY.TO SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE JUSTPAY.TO SERVICES IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION. THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE JUSTPAY.TO SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER JUSTPAY.TO NOR THE BANKS WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9. Limitation of Liability and Damages

IN NO EVENT SHALL A DISCLAIMING ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE JUSTPAY.TO SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR JUSTPAY.TO ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS. THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE JUSTPAY.TO SERVICES; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE JUSTPAY.TO SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE JUSTPAY.TO SERVICES; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE JUSTPAY.TO SERVICES; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE JUSTPAY.TO SERVICES; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. WITHOUT LIMITING ANYTHING TO THE CONTRARY, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO JUSTPAY.TO DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF JUSTPAY.TO OR THE BANKS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The JustPay.to Services are controlled and operated from facilities in the Philippines. Except where expressly stated otherwise, JustPay.to makes no representations that the JustPay.to Services are appropriate or available for use in other locations. Those who access or use the JustPay.to Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Philippines, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the JustPay.to Services from, or on behalf of persons or entities (a) in a country embargoed by the Philippines, or (b) blocked or denied by the Philippine government. Unless otherwise explicitly stated, all materials contained in the JustPay.to Services are solely directed to individuals, companies, or other entities located in the Philippines.

10. Disputes; Choice of Law; Jurisdiction and Venue

You agree that any disputes arising out of or relating to this Agreement or the JustPay.to Services will be resolved in accordance with this Section 10. This Agreement is governed by the laws of the Philippines without regard to its choice of law provisions. The exclusive venue for any actions or claims arising under or related to this Agreement will be the courts of Pasig City, Philippines. Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

11. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the JustPay.to Services or software with notice that we in our sole discretion deem to be reasonable in the circumstances, such as on our website. Any use of the JustPay.to Services or software after our publication of any such changes will constitute your acceptance of this Agreement as modified.

12. Assignment

This Agreement and any rights or licenses granted hereunder may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction upon notice to you or where substantially all of JustPay.to’s assets are sold. Any attempt by you to assign this Agreement, or any rights or licenses granted herein, without JustPay.to’s express written consent will be null and void.

13. Change of Business

You agree to give us at least 30 days prior notification of your intent to change your current product or services types, your trade name, or the manner or types of payments you accept. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets not later than 3 days after you obtain knowledge of it.

14. Parties

This Agreement binds you and your respective representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.

15. Third-Party Services and Links to Other Websites

You may be offered services, products, and promotions provided by or be presented links to websites operated by third parties (“Third-Party Services”) that utilize, integrate, or provide services related to the Service. If you decide to use these Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with these Third-Party Services. You agree that we are not responsible for the performance of Third-Party Services.

Our website may contain links to Third-Party Services as a convenience to you. The inclusion of any links to Third-Party Services does not imply an approval, endorsement, or recommendation by us. Your access or use of any Third-Party Services is done at your own risk. You understand that Third-Party Services are not governed by this Agreement. We expressly disclaim all responsibility and liability for Third-Party Services. Please remember that when you use a link to go from our website to a Third-Party Service, our Privacy Policy is no longer in effect. Your browsing and interaction with a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms and policies.

16. Force Majeure

No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D(10), including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.

17. Responding to Legal Process

JustPay.to may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We may deliver or hold any funds or, subject to the terms of our Privacy Policy, any information as required under such Legal Process, even if you are receiving funds on behalf of third parties. Where permitted, we will use reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. JustPay.to is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Legal Process.

18. Entire Agreement

This Agreement constitutes the entire agreement between you, JustPay.to, and The banks with respect to the provision of the JustPay.to Services. In the event of a conflict between this Agreement and any other JustPay.to agreement or policy relating to the subject matter herein, this Agreement will prevail. These terms and conditions describe the entire liability of JustPay.to, The banks, and our vendors and suppliers (including processors), set forth your exclusive remedies with respect to the JustPay.to Services, and define your access and use of the JustPay.to Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

19. Survival

Notwithstanding that any provision of this Agreement may prove to be illegal, invalid, or unenforceable in any respect under the applicable laws or court order, the remaining provisions of this Agreement shall continue in full force and effect, under the basic intention of the Parties herein have been adversely affected. Without prejudice to the generality of the foregoing, the Parties shall negotiate in good faith in order to agree on the terms of a mutually acceptable and satisfactory alternative provision that is legally permitted, enforceable and consistent with the applicable laws or court order in place of the illegal, invalid, or unenforceable provision, provided always that any such amendments and/or variations shall not have that effect of substantially changing that nature and characteristics of this agreement.