TERMS OF SERVICE

These Terms of Service is a binding contract (“Agreement”) between you (“User” or “Client”) and GORATED INNOVATION LABS INC(“ChatGenie,” “we,” “us” or “our”), and governs your use of our website, apps and other products that link to these terms (“Site”).

1. Definitions

1.1. Acceptance - Client has accepted that the software has passed the user tests and the Onboarding Services has been completed inaccordance with this Agreement.

1.2. Agreement - includes all documents to which reference may properly be made to ascertain the rights and obligations of the parties, inaddition to this Terms of Service.

1.3. Effective Date – Refers to the date when the Service begins as detailed in this Agreement.

1.4. Implementation Timeline - shall mean the timing and sequence of events agreed between the Client and ChatGenie for the performance ofthis Agreement.

1.5. Invoice Date - is the posted date on the invoice furnished by ChatGenie.

1.6. Milestone - a set of functional tasks which marks the beginning or the end of a process. Milestones help track and maintain progress of theOnboarding Services.

1.7. Onboarding Service(s) - shall mean services which include the delivery, set up, implementation, testing, training and all other work to becarried out by ChatGenie as specified in this Agreement.

1.8. One-time Fees - refers to fees charged upon set up of a new account. This includes but is not limited to Onboarding Fees, Incurred Sales orLead Transaction, POS Device Purchases.

1.9. ChatGenie Platform - means the actual Software as a Service Product, ChatGenie Business Content Management System (CMS) andDashboard and Messenger Mini App.

1.10. Recurring Fees - refers to all fees which are recurring monthly with respect to the payment to use the ChatGenie Platform. This includesbut is not limited to ChatGenie Platform software license fees if applicable.

1.11. SaaS - means Software as a Service.

1.12. ChatGenie Business Account – refers to the active account by a Client to use and access the ChatGenie CMS and Dashboard.

1.13. Service – Refers to details in the Scope of Work and the support and resources made available to the Client throughout the lifetime of thesubscription to ChatGenie Platform.

1.14. Scope of Work - an estimated summary of the work objective that ChatGenie will provide as a Service:1.14.1. Setup and implement the ChatGenie Platform as specified in the Agreement;

1.14.2. Provide onboarding support and training as detailed in the Onboarding Services section of this Agreement;

1.14.3. Deliver a functional Content Management System (CMS) and Dashboard and Messenger Mini App that is ready for use;

1.14.4. Provide ongoing customer support throughout the lifetime of the Client’s subscription of the ChatGenie Platform and in accordance tothe terms and conditions detailed in this Agreement.

1.15. Terms of Service - means the rights and restrictions for service provided by ChatGenie.

1.16. Merchant User - means any individual or entity that is directly or indirectly through another user: (a) actively accesses or uses youraccount; or (b) otherwise actively accesses or uses the Service under your account. Typical users are company employees with different rolesand ranks. Non-active users are not considered users under this Agreement. These users would typically be retired, terminated or employeeswho have resigned and are no longer receiving compensation from the Client’s company.

1.17. Free Tier - is a ChatGenie Platform Software as a Service Subscription type. This type of subscription does not require the Client to pay forone time and recurring fees.1/4/24, 10:24 AM Chatgenie - Online Store Inside Messengerlocalhost:8080/terms 2/12

1.18. Pro Tier - is a ChatGenie Platform Software as a Service Subscription type. This type of subscription requires the Client to pay for monthlyrecurring fees and convenience fee per transaction.

1.19. Enterprise Tier - is a ChatGenie Platform Software as a Service Subscription type. This type of subscription requires Client to pay recurringfees. Recurring fees are discussed in Paragraph 6 section 2.

1.20. Mini App User - anyone who is accessing the ChatGenie Mini App Webview on Messenger. Non paying customer.

1.21. Mini App Customer - anyone who used the ChatGenie Mini App Checkout facility to purchase products or services.

1.22. Successful Transaction - order entries that are already confirmed via Order Manager or have “For Delivery” order status.

1.23. Convenience Fee - fee that is included on Mini App Customer’s overall transaction cost.

1.24. Sales Channel - this refers to platforms or 3rd party channels where ChatGenie provides checkout experience to Client’s customers.

1.25 Subscription Plans - this refer to a subscription plans such Starter, Bronze, Silver, Gold, Platinum, Diamond and Mythical under Pro andEnterprise Tier

2. Access

2.1. BY ACCESSING OR USING THIS WEBSITE SUCH AS BY SIGNING UP FOR AN ACCOUNT, YOU AGREE THAT YOU HAVE READ, UNDERSTOODAND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST NOT ACCESS THIS SITE.

2.2. If you are accessing this Site on behalf of a business or corporate entity (“Organization”), then you hereby represent and warrant that youhave the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In thatevent, “User” (defined in Section 1.1.16) and “you” in this Agreement will refer to the Organization.

3. ChatGenie Platform SaaS

3.1. Modules & FunctionalitiesChatGenie Platform provides Client with full access to the following modules including:

3.1.1. Product Entry Manager: Product Manager allows business owners to manage product categories, product entries and product entryinformation.

3.1.2. Product Inventory Manager: Product Inventory Manager is the supporting module for Product Entry Manager. The Product InventoryManager handles the inventory management of the product entries being managed under the Product Entry Manager.

3.1.3. Broadcast Manager: Broadcast Module allows business owners to send Messenger notifications to customers. Sending of notificationscan be filtered via customer segmentations or send to all. Sending of notifications can be scheduled or on demand. Messenger notification canbe either in form of simple text notification or text notification with quick replies. Due to the spammy nature of this feature, this is subject toChannel’s terms and conditions (i.e. Messenger 24 Hour Window Policy and Broadcast Terms and Conditions)

3.1.4. Notification Manager: Notification Module helps business owners to be informed about system activities, business transactions that arehappening within their business and anything that requires their urgent attention. You can compare this feature with the notification bar andpage on Facebook.

3.1.5. Customer Information Manager: Customers are not created equally therefore treatment and responses to each customer should becustomized accordingly. Customer Information Manager allows business owners to have an overview and manage customer's personalinformation, online activity within the Messenger app and transaction history. Customer Information Managers includes purchases andappointments history; customer segment and custom tags for dynamic prompts.

3.1.6. System Settings Manager: System Settings Manager allows business owners to configure the behavior of the overall Messenger App suchas Welcome Message, Greeting; and all transaction related notifications that we send both in Messenger and Email.

3.1.7. Member Manager: Member Management Module allows business owners to invite other operators of the business by sending aninvitation link. This module also allows the management of permission per members.

3.1.8. Billing Manager: Billing Manager handles all billing related information and details about the ChatGenie Subscription. This is designed toinform business owners about their billing commitments to ChatGenie.

3.1.9. Customer Segment Manager: Management of customer segment entries and configuration.

3.1.10. Mini App Sales Overview and Performance: Dashboard that will display sales generated and performance of Mini App.

4. Software as a Service Cloud-based System

4.1. ChatGenie Platform provides Clients with the benefits of using a cloud-based service. These include the following features at no additionalcost to the Client.

4.1.1. Hosting: The servers are hosted in certified data-centers with redundancy in a secure and safe environment.

4.1.2. Accessibility: The system is accessible in real-time anywhere WIFI is enabled.

4.1.3. Maintenance: Server hardware and software bugs and fixes are inclusive of the subscription.

4.1.4.ChatGenie Platform Updates, Improvements and New Features: Regular updates are done automatically, no download or manualintervention is required. Improvements and new features are applied across all Clients instantaneously in real-time.

4.2. Future Development & FeaturesWith respect to Pro Tier and Enterprise Tier development and features, all future updates and/or features added to the platform are included atno additional cost to Client’s ChatGenie Platform SaaS subscription as agreed throughout the term of the Agreement. Free Tier Clients may berequired to upgrade their subscription to avail of features and developments exclusively offered to Pro Tier and Enterprise Tier subscribers.Client feedback and feature requests are reviewed and evaluated by ChatGenie
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4.3. Onboarding & SupportAs a SaaS subscriber Client’s subscription includes several layers of support:

4.3.1 Onboarding Specialist: Included only on subscription plans under Enterprise Tier. At the start of the implementation of Client’s ChatGeniePlatform access, Client will be assigned a dedicated Onboarding Specialist who will manage the Client’s Onboarding Services. ChatGenie willset-up the system, run test scenarios, and train the Client's team in accordance with its subscription and within the implementation timelinetable prescribed below.

4.3.2. ChatGenie Account Manager: Upon completion of the implementation by ChatGenie Platform’s Onboarding Team, Client will benefit fromhaving internal ChatGenie Account Managers within your organization. A ChatGenie Account Managers is an internal product expert designatedto be the first line of support to answer and address most common questions concerning the use of the platform and the basic day-to-dayoperations.

4.3.3. Online Self-Help Guides: Client’s team will have unlimited access to ChatGenie Platform’s online self-help guides for detailed explanationson all ChatGenie Platform modules and features. Support portal can be access at https://support.chatgenie.ph

4.3.4. Support Team: ChatGenie support team is available to Client Mondays to Friday from 8AM to 5PM and can be reached through any of thefollowing modes: 1) ChatGenie Official Facebook Page, or 2) ChatGenie Platform’s customer support email at [email protected]. ChatGeniewill answer all of Client’s questions about ChatGenie Platform’s features and functionalities.

4.4. Branding
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Client agrees to authorize ChatGenie, and ChatGenie has the right to display “Powered By ChatGenie” or “ChatGenie” branding on strategiclocations within the ChatGenie Business Content Management System (CMS) and Dashboard or any assets within the ownership of ChatGenieunless Client is under Enterprise-tier

5. Implementation Timeline

5.1. Milestones & Responsibilities
Based on a typical Onboarding Services timeline, ChatGenie can deliver a functional and ready-for-use system agreed with Client underEnterprise-tiertimeline. This timeline is subject to the Client’s ability to submit ALL requirements to ChatGenie in accordance to the terms andconditions detailed in this Agreement

6. One-Time Investment, Recurring Fees & Payment Terms

6.1. Enterprise-Tier Plan Subscription Investment

*All pricing are exclusive of VAT, if applicable

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6.2. Recurring Fees
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6.2.1. For Pro-tier and Enterprise-tier subscription, the cost of the ChatGenie Platform Software License and MonthlySupport/Updates/Maintenance depends on the subscription plan indicated on https://chatgenie.ph/pricing

6.2.2 Client agrees that all subscription plans shall be automatically upgraded to the next higher plan once the specific ceiling for monthly userlimit has been reached by the Client. Information on the monthly user limit can be found on https://chatgenie.ph/pricing

6.2.3. For Free-tier subscription, the cost of the ChatGenie Platform Software License and Monthly Support/Updates/Maintenance are waivedexcept for the fees for every successful transaction. The convenience fee for every successful transaction on ChatGenie Platform is Php10 (VATExclusive), thus:

Sample Computation

6.3. Payment Terms

6.3.1. For Enterprise-tier services, the preferred payment terms are detailed below. Client may request alternative payment terms in writingsubject to approval of ChatGenie. No work can begin until payment is received.
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6.3.2. ChatGenie shall be entitled to invoice the Client at the times and in the manner specified in this Agreement.

6.3.3. One-Time Fees:
The Client shall pay ChatGenie within thirty (30) days from the date of the invoice, unless otherwise agreed upon in writing. Client acknowledgesthat no work will commence until payment is received.

6.3.4. Recurring Fees:

6.3.4.1. Client will be billed at the start of the month, payable within thirty (30) days. Any outstanding payments not paid within thirty (130) daysshall incur a three percent (3%) penalty per month without the need of any demand. A fraction of a month will default to one whole month.Further, ChatGenie is also entitled to suspend or terminate at its option its Onboarding Services.

6.3.4.2. ChatGenie reserves the right at any time to withhold any services without the need of written notice provided under this Agreement iffees are not paid within thirty (30) days from the date of invoice or agreed due date by the Parties.

7. Onboarding Services

ChatGenie shall perform the Onboarding Services set forth in this Agreement. To the extent that the standard work has not been specifiedChatGenie shall apply best practice techniques and standards to execute the Onboarding Services with care, skill and diligence. OnboardingServices Include the following:

7.1. Standard Onboarding Process for Enterprise-tier Clients:ChatGenie Platform’s Standard Onboarding Services include:

7.1.1. Discovering and determining the Client’s functional requirements according to their business model and company policies;

7.1.2. Setup and configuration of ChatGenie Platform based on standard configuration

7.1.3. Develop technical or manual workarounds should the needs of the Client exceed the capabilities of the current version of the ChatGeniePlatform;

7.1.4. Perform all the appropriate testing as detailed in section 5 of this agreement, to ensure ChatGenie Platform is fully functional.

7.2. Additional (Optional):In addition to the standard services listed above, at the request of the Client and on payment of the appropriate fee (as may be specified in theAgreement):

7.2.1. ChatGenie can provide additional on-site training and/or educational support for Client’s staff and/or employees

7.2.2. Offer recommendations for creation of new company policies according to industry best practice standards.

7.2.3. On-site training for out-of-area Client. Transportation and or lodging fees may apply, depending on location and accessibility.

8. Obligations of Parties

8.1. Obligations of ChatGenie for Enterprise-tier Clients:

8.1.1. Follow up, finalize, and confirm all documents that should be provided by the Client to meet the requirements needed to move theOnboarding Services forward.

8.1.2. Provide a total of two (2) Onboarding sessions at a maximum of 3-hours per session, one to be conducted on the Client’s premises withinMetro Manila, and one online session.

8.1.3. Provide an Onboarding Session checklist to document the end of every session to be signed and acknowledged by the Client. This willserve as proof of the topics and tasks that the Onboarding Specialist finished on each session.

8.1.4. Provide a report via email at the end of every Onboarding Session about the topics discussed and tasks completed. A turnover email willbe sent after the last Onboarding session to Client for its formal endorsement to ChatGenie Support. Onboarding Session does not include theuploading of Client’s current or previous Year-To-Date (YTD) information in the ChatGenie Platform. ChatGenie will provide best effortassistance to help Client to manage relevant content to make ChatGenie Platform ready for business.

8.1.5. Carry out the Onboarding Services provided above in accordance with sound and professionally accepted practices in law.

8.1.6. To conform to the manner of execution of work according to the policies of the Client, provided it is reasonable and acceptable in thestandard process of ChatGenie and in so far as it is not contrary or in conflict to the existing laws, rules and regulations in the Philippines,

8.1.7. ChatGenie shall provide Onboarding Service’ management support, assistance, and shall oversee the setup and implementation withrespect to the Services being provided.

8.1.8. In no event shall ChatGenie be liable for any indirect, special, incidental, exemplary, or consequential damage or any damages for lostdata, business interruption, lost revenues, or lost business arising from the Agreement.

8.2. Obligations of Client

8.2.1. Provide all necessary information and documents relevant to set up the ChatGenie Platform within the prescribed time;

8.2.2. Shall exert reasonable effort to supply ChatGenie with the needed requirements and warrant that all documents submitted are accurateand complete;

8.2.3. Shall exert reasonable effort to inform ChatGenie of any new intelligence or findings that could impact the success of the Service;

8.2.4. Shall commit to be available for any inquiries made by ChatGenie and exert reasonable effort to respond expeditiously;

8.2.5. Shall conform to the features and capabilities of the existing version of the ChatGenie Platform;

8.2.6. Shall do such other acts and give assistance and support as may be required, necessary, or proper to enable ChatGenie to execute their required obligations to the Service.

9. Delays Due to Lack of Response/Feedback

9.1. Follow Up Email Notifications

In an effort to maintain the highest quality of service and delivery, Client acknowledges that ChatGenie will actively manage and strictly enforcethe Implementation Timeline. Please note that all Onboarding Services fall under either Active/Inactive Status Active Status means that theOnboarding Services has an active timeline and is progressing towards completion with no delays due to the Client. Inactive Status means thatthe Onboarding Services has stopped or is suspended due to a delay which requires a Client action/feedback and directly affects theOnboarding Services’ timeline and delivery date if no response is received. The following procedure applies when lack of response/feedback occurs during the Implementation Timeline.

Initial Email - ChatGenie will send requests for feedback/action from the Client and provide a 24-hour response time.

Reminder Email - If no response after Initial Email (24-hr period has lapsed), ChatGenie will send another correspondence requesting forfeedback/action from the Client and provide another 24-hours for the Client to respond.

Final Notice Email - If still no response after the Reminder Email (48-hr period has lapsed), ChatGenie will send a final request forfeedback/action from the Client and provide a last and final 24-hour grace period for response.

still no response after the Final Notice Email (72-hr period has lapsed) and/or no activity indicating progress from the Client, then ChatGeniereserves the right to move the Client Onboarding Services from Active Status to Inactive Status.

9.2. Change to Inactive Status
Once Onboarding Services moves to Inactive Status all Onboarding Service activities are immediately suspended.

9.3. Reactivation of Onboarding Services
The Client may reactivate their Onboarding Services, at any time, by simply responding to the initial Request for Feedback/Action email. Thisresponse will trigger the rescheduling of the Onboarding Services with the onboarding team. ChatGenie will notify the Client of the next availableopening to restart the Implementation Timeline.

9.4. Reactivation Constraints
Onboarding Services which go into Inactive Status and are ready to go back into Active Status are prioritized; however, based on a finite set ofresources, the availability of the Onboarding Specialist may be delayed due to other on-going Active projects which are already in progress.

9.5. Onboarding Ideal Case
It is highly recommended that the Client makes every effort to avoid their Onboarding Services from being moved to Inactive Status.

9.6. Onboarding Addendum Payments
ChatGenie reserves the right, at its sole discretion, to require an additional or a progressive payment to restart the Onboarding Service afterbeing placed in Inactive Status.

9.7. Timeline Change Due to Inactive Status
All re-activated projects will receive a new Implementation Timeline. All other terms of the Agreement, unless otherwise provided in writing, areto remain the same.

10. Termination & Breach

10.1. Without prejudice to any of its other rights and obligations, the Non-Defaulting Party party may at its option terminate this Agreementforthwith by written notice to the Defaulting Party effective from the date specified in such notice if any of the following occurs:

10.1.1. There is a material or persistent breach (other than delay in payment by Client) by the Defaulting Party of any other terms of theAgreement, which are not remediable, or if it is remediable but has failed to be remedied within forty-five (45) days from the receipt of writtennotice of the Non-Defaulting Party.

10.1.2. Repeated failure to comply with any of the terms, conditions, stipulations and requirements of this Agreements.

10.1.3. The Defaulting Party becomes insolvent or unable to pay its debts as they become due or enters into or files (or has filed or commencedagainst it) a petition, arrangement, application, action or other proceeding seeking relief or protection from creditors or the equivalent of suchevent under the applicable insolvency laws;

10.2. On termination other than through the fault of ChatGenie, the Client shall give ChatGenie at least three months’ (90 days) written notice oftermination and shall pay to ChatGenie the equivalent of three (3) months recurring fee in addition to outstanding fees in proportion to theServices performed by ChatGenie.

10.3. Either Party may terminate this Agreement with immediate effect at its sole discretion by sending a written notice to the other Party, incase of involvement of Client in any illegal/ immoral activities which are unknown to the terminating Party before engaging the latter’s servicesor if in the sole judgment of of the terminating Party, the same may jeopardize or prejudice its reputation.

10.4. For the term of the Agreement, and for the period of two (2) years thereafter, neither Party shall directly or indirectly solicit, poach, employor seek or attempt to entice away any employee or personnel without the prior written consent of the other Party. In case of violation of thisprovision, the violating Party shall pay the aggrieved Party liquidated damages in the amount equivalent to Five Hundred Thousand PhilippinePesos (PHP500,000.00) per employee.

11. Data Protection

11.1. Throughout the course of rendering the Services, ChatGenie will comply with Philippine Data Privacy Act of 2012 and all reasonableinstructions provided by Client in writing with regard to the processing of Customer and Client Data.

11.2. ChatGenie will keep the Personal Data secure in accordance with Client’s reasonable instructions and Standard Industry Practice.ChatGenie will keep the Personal Data confidential in accordance with the Confidentiality provisions herein of this Agreement.

11.3. ChatGenie will not use Personal Data for any purposes other than the purposes for which such use is necessary for the performance of theOnboarding Services, unless ChatGenie has the written authorization of Client to use the Personal Data for another purpose.

11.4. ChatGenie may require you to execute a Data Sharing Agreement/Addendum in addition to the privacy terms of this Agreement.

12. Confidentiality

12.1. “Confidential information” means any non-public, commercially proprietary or sensitive information pertaining to business and technicalinformation, data, and related documentation, in whatever form provided, recorded or unrecorded belonging to, concerning or in the possessionor control of (i) a Party or its Affiliates or (ii) a Third Party in respect of which that Party is obliged to keep the information confidential(collectively, the “Disclosing Party”); in each case, which is disclosed or otherwise made available to the other Party (or entities or personsacting on the other Party’s behalf) (the “Receiving Party”) in connection with this Agreement (including information received during negotiationsand meetings) that is either marked or identified in writing as confidential, proprietary, secret or with another designation sufficient to give noticeof its sensitive nature, or is of a type that a reasonable person would recognize it to be commercially sensitive.

12.2. Confidential information does not include any information of the Disclosing Party (other than personal identifying information) that theReceiving Party can demonstrate

12.3. Was in the possession of, or was rightfully known by the Receiving party, without an obligation to maintain its confidentiality prior toreceipt from the Disclosing Party;

12.4. Was or has become generally available to the public other than as a result of disclosure by the Receiving Party or its agents;

12.5. After disclosure to the Receiving party, was received from a third party who, to the Receiving Party’s knowledge, had a lawful right todisclose such information to the Receiving Party without any obligation to restrict its further use or disclosure;

12.6. Was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party; or

12.7. That the Disclosing Party has disclosed to unaffiliated third parties without similar restrictions.

12.8. Obligations of Confidentiality

12.9.. Each party acknowledges that it may be furnished, receive or otherwise have access to Confidential Information of the other party inconnection with this Agreement.

12.10. The Receiving Party will keep the Confidential Information of the Disclosing party confidential and secure and will protect it fromunauthorized use or disclosure by suing at least the same degree of care as the Receiving Party employs to avoid unauthorized use ordisclosure of its own Confidential Information of a similar nature, but in no event less than reasonable care.

12.11. The Receiving party may disclose Confidential Information of the Disclosing party to any employee, officer, director, service provider,agent, contractor or representative who has a legitimate need to know the information in question for the purposes of this Agreement and whois bound to the Receiving party to protect the confidentiality of the information in a manner substantially equivalent to that required of theReceiving Party. The Receiving party upon written notice to the Disclosing party, may also disclose Confidential Information of the DisclosingParty to the Receiving Party’s regulatory agencies and auditors provided they are made aware of the Receiving party’s obligations ofconfidentiality with respect to the Disclosing Party’s Confidential Information and execute confidentiality agreements as required by thisAgreement.

12.12. If any unauthorized disclosure, loss of, or inability to account for any Confidential Information of the Disclosing party occurs, theReceiving Party will promptly notify the Disclosing party and will cooperate with the Disclosing Party and take such actions as may be necessaryor reasonably requested by the Disclosing party to minimize the violation and any damage resulting from it and to prevent a recurrence of theviolation.

12.3. If the Receiving Party becomes legally compelled to disclose any Confidential Information of the Disclosing Party in a manner nototherwise permitted by this Agreement, the Receiving Party will provide the Disclosing Party with prompt notice of the request (unless legallyprecluded from doing so) so that the Disclosing party may seek a protective order or other appropriate remedy. If a protective order or similarorder is not obtained by the date by which the Receiving Party must comply with the request, the Receiving Party may furnish that portion of theConfidential Information that it determines it is legally required to furnish.

12.4. As requested by the Disclosing Party during the Term, the Receiving Party will return or provide the Disclosing Party a copy of anydesignated Confidential Information of the Disclosing Party.

12.5. When Confidential Information of the Disclosing Party is no longer required for the Receiving Party’s performance under this Agreement, orin any event upon expiration or termination of this Agreement, the Receiving Party will return all materials ay medium that contain, refer to, orrelate to Confidential Information of the Disclosing party, or, at the Disclosing party’s election, destroy them in the presence of the latter’srepresentative.

12.6. At the Disclosing Party’s request, the Receiving Party will certify in writing that it has returned or destroyed all copies of the DisclosingParty’s Confidential Information in the possession or control of the Receiving Party or any of its Affiliates or subcontractors.

13. General Provisions

13.1. Relationship of Parties.
It is the express intention of the Parties that the relationship established by this Agreement is an independent contractor; no other type ofrelationship is intended by way of this Agreement including employment, agency, joint venture, or partnership. Nothing in this Agreement shallbe interpreted or construed as creating or establishing any other type of relationship between the Parties. Each Party shall, at times, stand solelyliable and/or responsible for the enforcement of and compliance with all existing laws, rules, and regulations in relation to such manpower,particularly with respect to the Labor Code of the Philippines and all other Philippine Labor and Social Legislation. To this end, each Party shallhold the other free and harmless from any and all suits, actions, judgments, awards or claims which may be brought by the employees of theother Party arising from their respective employment relationships.

13.2. Tax
13.2.1.Any sums payable by either Party shall be paid clear of any deductions, withholdings, set offs or counterclaims, including deductionswhich may be required by law in relation to taxes. Each Party shall be responsible, where applicable, for payment of any and all taxes, duties orlevies applicable to any corresponding invoice.

13.2.2.Both Parties acknowledge and agree that each independently have sought and obtained advice on their independent tax liabilities from acompetent tax advisor with respect to this Agreement.

13.3. Intellectual Property
13.3.1. Each Party acknowledges and agrees that the other Party owns (or has the licensed rights to) all rights, title and interest in its IntellectualProperty, and shall continue to be vested in, and owned by that respective Party or relevant Associated Party or person (individually orcollectively “IP Holder”). Nothing in this Agreement, nor the use of any Intellectual Property, shall be construed to confer in any Party or personother than the IP Holder any rights by implication, estoppel, or otherwise in the IP Holder’s Intellectual Property. If a Party does acquire anyrights, those rights will be held on trust for the IP Holder and the Party shall immediately, without necessity of demand or charge at the simplewritten request of the IP Holder, promptly execute any and all documents and do all things necessary to assign such rights to the IP Holder. AParty may terminate this Agreement with immediate effect if the other Party shall now or in the future contest the validity and/or ownership ofthe Intellectual Property of the IP Holder.

13.3.2. Both Parties acknowledge and agree:
13.3.2.1. not to modify the other Party’s Intellectual Property without the prior written consent of the IP Holder;

13.3.2.2. not to copy or disclose the other Party’s Intellectual Property to third persons except with the prior written consent of the IP Holder;

13.3.2.3. to comply with any reasonable directions made by the IP Holder from time to time relating to use of its Intellectual Property;

13.3.2.4. to grant the IP Holder access to, and shall provide copies of, any of its Intellectual Property upon request; and

13.3.2.5. to surrender the Intellectual Property to the IP Holder at any time at the request of the IP Holder and in any event upon the TerminationDate.

13.4. Governing Law
This Agreement shall be governed by the laws of the Republic of the Philippines. Client and ChatGenie agree not to violate Philippine law or thelaw of any jurisdiction in which ChatGenie may perform services under this Agreement.

13.5. Limitations Disclaimer.
ChatGenie does not make any warranty, express or implied, with respect to the services rendered by its personnel, retainers or agents, or theresults obtained from their work, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose.Nevertheless, in no event shall ChatGenie be liable for consequential, incidental, special, or indirect damages, or for acts of negligence that arenot intentional or reckless in nature, regardless of whether it has been advised of the possibility of such damages.

13.6. Indemnification.
Client shall defend, indemnify and hold ChatGenie free and harmless from and against all claims, liability, losses, damages and expenses(including attorney’s fees and court costs) arising from or in connection with the use or application of the ChatGenie Platform, unless the sameis due to fault solely attributable to ChatGenie’s acts without prejudice to provisions on total liability of this Agreement.

13.7. Total Liability.
The Agreement between ChatGenie and Client is subject to the express and irrevocable condition that the limit of liability, if any, of ChatGenieshall in no event exceed the amount of the Fees actually paid to and received by ChatGenie from the Client on account of this Agreement.

13.8. Force Majeure.
Neither Party shall be liable for any breach of this Agreement directly or indirectly caused by circumstances beyond its reasonable control,including Client’S failure to furnish necessary information, sabotage, failures or delays in transportation or communication, delays due togovernment bureaucracy, political instability or armed conflicts, failures or substitutions of equipment, strikes and other labor disputes,accidents, shortages of labor, raw materials, or equipment, or technical failures, epidemics, and Acts of God and which prevent that Party fromperforming its obligations to the other, provided that a lack of funds shall not be regarded as a circumstance beyond that Party’s reasonablecontrol. In the event of the occurrence of a force majeure situation which hinders either party in the discharge of its respective obligations underthis Agreement, the party claiming to be affected thereby shall promptly notify in writing the other party within seventy-two (72) hours from theoccurrence of a force majeure giving full particulars thereof and shall use its best efforts to remedy the situation.

13.9. Settlement of Disputes.
In case of any dispute that may arise in connection with this Agreement, the Parties shall promptly meet and exert their best efforts towards anamicable settlement of the dispute in good faith. In the event such dispute is not resolved amicably within a period of thirty (30) days from thedate of its occurrence, the same may be resolved through legal action/s. The Parties irrevocably submits to the exclusive jurisdiction ofappropriate courts in Pasig City, Metro Manila, Philippines, to the exclusion of all other courts for the purpose of enforcing any right or obligationunder or arising out of this Agreement.

13.10. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and may not be amended,waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver ordischarge is sought and this Agreement supersedes all prior agreements between the parties.

13.11. No Waiver.
A failure or delay by any Party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right orremedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.

13.12. Counterparts.
This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. AnyParty may enter into this Agreement by signing any such counterpart and each counterpart may be signed and executed by the Parties heretoand transmitted by facsimile transmission and shall be as valid and effectual as if executed as an original.

13.10. Separability Clause.
Each of the provisions contained in this Agreement shall be construed as independent of every other provision, so that if any provision of thisAgreement shall be determined by any court or Competent Authority to be illegal, invalid and/or unenforceable then such determination shall notaffect any other provision of this Agreement, all of which other provisions shall remain in full force and effect.

ADDITIONAL TERMS

PAYMENTS FACILITY

1.1. The Payments Facility of ChatGenie is an arrangement whereby, by signing this Addendum and subject to the requirements set forth in thisAddendum, the Client consents to the payment channels which in ChatGenie's discretion best suit the needs and circumstances of the Client.This includes all payment channels either currently, or in the future may be, owned, acquired or developed, by ChatGenie or by third parties whichChatGenie has partnered with or has entered into agreements with for the provision of their respective payment channels, which may includetangible or intangible assets or channels, or any form of software or other technology.

1.2 Payments Facility refers to any channel, system, technology, connectivity or process either owned by ChatGenie or by third parties engagedby ChatGenie as Partner Channels or system/app providers/owners, which accept or allow the sending of payments from the Payors to theClient through ChatGenie's Payments Facility. The payment may be in the form of cash or direct fund transfers from the Payor's account to that of the Client, or payment in cash or electronic wallet funds/points to the Partner Channel, in which case it shall be a fund transfer from thePartner Channel's account to that of the Client.

Where applicable, the Payments Facility can be used for any legal underlying transaction of the Client, including the payment of a billing statement or invoice issued by the Client. The Payments Facility can likewise accommodate either individual/retail or corporate payors of theClient or any entity that seeks to transfer funds to the Client. The Client thus guarantees and warrants the validity and legality of said underlying transactions and payments, and renders ChatGenie, its officers, employees, contractors, agents or representatives, free and harmless from any and all liability related to or arising from the use by the Client and its payors of ChatGenie’s Payments Facility

2. Acceptance and Proof of Payments

2.1 ChatGenie shall have the duty to credit Payor’s payments in favor of the Client subject to the following conditions:
(a)The amount to be credited shall be subject to deductions as agreed upon by the Parties;
(b)The mode of payment as required by ChatGenie has been complied with;
(c)For the use of facilities which require enrollment, such as ChatGenie’s or a Partner-Channel’s mobile, online or other facility, the Payor isenrolled in the said facility;
(d)The submission by the Payor of all required information to ChatGenie or ChatGenie’s Partner Channel in the form required by ChatGenie orPartner-Channel;

2.2Each payment channel shall have or be able to generate its respective proofs of payment that may be provided to the Payor when requested.

3. Crediting of Payments

3.1The Parties agree that for payments made through digital channels the payment shall be credited to the Client on a real-time basis.

3.2 In the event where ChatGenie fails to credit the Client in spite of a successful transmission/transaction, the Client agrees to give ChatGeniefive (5) banking days from the transaction date in order to carry out an investigation and undertake financial adjustments.

3.3 In cases where ChatGenie credits an amount which should not have been credited, either due to there being no actual payment made or theamount credited was in excess of the payment actually made, the Client hereby authorizes ChatGenie, without any further act or instructionrequired from the Client, to debit from the amount erroneously credited and credit it back to the account from which the funds came.

4. Fees and Charges

The fee arrangement with the Client shall be as follows:
(a)Merchant Discount Rate (MDR). ChatGenie shall pay the Client the full amount, net of the Merchant Discount Rate (MDR) of three percent(3%).
(b)Bank of the Philippine Islands (BPI). For payments processed through BPI, ChatGenie shall charge Client’s customers twenty five pesos(PHP25) per successful transaction.
(c) GCash. For payments processed through GCash, ChatGenie shall charge Client’s customer 2.5% of the transaction.
(d) ChatGenie reserves the right to impose or adjust fees for newly onboarded payment channels that may be used by the Client or theircustomers in processing payment transaction on ChatGenie’s platform.(
e) In the event that Client will be required to withhold tax and remit the same to tax authorities, Client can reimburse an expanded tax of twopercent (2%) of the total Merchant Discount Rate from ChatGenie provided that Client shall first provide ChatGenie with a copy of the basis orproof of the Client’s obligation to withhold tax. Thereafter, the Client shall furnish PAYMAYA with the corresponding Certificate of Tax Withheldnot later than twenty (20) days after the end of each quarter.

DATA SHARING ADDENDUM

1. General Information

1.1. This Addendum covers the processing of data by ChatGenie as part of the ChatGenie platform, services, features, content or applications asoperated by ChatGenie (“Services”). ChatGenie processes personal data on the basis of the Main Contract. ChatGenie may process personaldata in the course of the provision of the Services.

1.2. This Addendum governs the Parties’ rights and obligations associated with data processing in compliance with the Applicable Law.Wherever this Addendum refers to the "Applicable Law", it refers to (a) Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012(“DPA”), and its Implementing Rules and Regulations (“IRR”); (b) any similar or equivalent laws, regulations or rules relating to Personal Data; (c)any enforceable rules, regulations, issuances, guidance and codes of practice issued by the National Privacy Commission and/or any localregulatory authority responsible for administering the Applicable Law; and/or (d) any amendments, re-enactments or changes to the itemsdescribed in (a) and (b) above, from time to time.

1.3. “Processing” refers to any set of operations performed upon Personal Data including, but not limited to, the collection, recording,organization, storage, updating or modification, retrieval, consultation, use consolidation, blocking, erasure or destruction of data. “PersonalData” shall mean any information, whether recorded in a material form or not, from which the identity of an individual is apparent or can bereasonably and directly ascertained by the entity holding the information, or when put together with the other information would directly andcertainly identify an individual, which ChatGenie processes on behalf of the Client.

1.4. “Direction” means the written or otherwise documented instruction, issued by the Client to ChatGenie, and directing the latter to perform aspecific action with regard to Personal Data (e.g. anonymization, blocking, deletion, disclosure) in accordance with the Applicable Law.

1.5. As a general rule, the processing of data by ChatGenie is being conducted in the Philippines. Any relocation to a third country is onlypermitted to the extent this will be required for the performance of the Services by ChatGenie under the Main Contract and if the specificrequirements defined by the Applicable Law are met. These requirements shall equally apply in the event that a subcontractor is engaged byChatGenie.

1.6. In this respect, the Client gives it express and informed consent and agrees that any Personal Data shared to ChatGenie or uploaded onChatGenie’s platform may be reshared to ChatGenie’s third party service providers or partners to the extent that (i) this will be required for theperformance of the Services by ChatGenie under the Main Contract; and (ii) it is ensured, that the third party complies with the requirements ofthe Applicable Law and the rights and obligations of the Parties resulting out of this Addendum are respected.

2. Purpose of this Addendum

2.1. The processing and use of the Personal Data will solely be done for the purposes of performing the Services under the Main Contract.

2.2. The collected data particularly concerns any Personal Data uploaded by the Client under the Main Contract when using the Services andcannot further be specified in advance.

2.3. The scope of data referred to in Sec. 2.1 and processed under this Addendum may be added or amended by the Client in consultation withChatGenie; special arrangements can be made on a case-by-case basis.

3. Rights and Obligations

3.1. ChatGenie shall be responsible (within the meaning of the Applicable Law) for the processing of data by any third party engaged by it.

3.2. The Client is entitled to issue supplementary Directions at any time regarding the purpose, manner and extent of the data processing. TheClient shall bear any reasonable additional costs that may arise provided that the Client has been notified by ChatGenie thereof and hasapproved such additional costs beforehand; ChatGenie is entitled to request an advance payment. ChatGenie may refuse the performance ofadditional or modified data processing activities if they would result in a considerable change of the amount of work, or if the Client refused toreimburse additional costs or to make an advance payment.

3.3. ChatGenie may provide third parties the data in such a quality that is necessary for the performance of the Services

3.4. ChatGenie, as the responsible party, shall ensure that data subjects’ rights according to the Applicable Law are observed. Should thirdparties take legal action against Client in connection with the data processing, ChatGenie will indemnify Client of any claim.

3.5. ChatGenie will promptly notify Client if and when errors or irregularities in connection with ChatGenie’s processing of personal data aredetected.

3.6. ChatGenie processes personal data within the scope of the Parties’ Main Contract only. The purpose, manner and extent of the dataprocessing is subject to Client’s Directions, if any.

3.7. ChatGenie confirms that it has appointed a Data Protection Officer (“DPO”) within the meaning of the Applicable Law, and undertakes toidentify the DPO to the Client upon request.

3.8. ChatGenie shall inform the Client without delay about any investigations by National Privacy Commission or any competent data protectionauthority, provided these investigations are aimed at processing of the Client’s data by ChatGenie.

3.9. When required by the Applicable Law, ChatGenie shall inform the Client in writing immediately and comprehensively about the time, mannerand extent of a data breach, i.e. illegal transfer or illegal disclosure of the personal data to unauthorized third parties.

4. Data Secrecy

4.1. ChatGenie is bound by data secrecy i.e., any person employed by ChatGenie in the processing of data shared by the Client shall committhemselves to confidentiality and not process the data without authorization.

4.2. Insofar as the Client is subject to additional obligations of confidentiality, e.g. under provisions regarding professional conduct, or courtproceedings, it shall clarify these obligations to ChatGenie; at ChatGenie’s request, the Client shall instruct ChatGenie on how to implementthese obligations.

5. Duties of Confidentiality

5.1. Both parties undertake to hold in strict confidence for the term of the Main Contract and for a period of two (2) years from termination orexpiration thereof, and use only for purposes of performing this Addendum any information they receive in the context of this Addendum.Neither Party is entitled to put such information to any other use or share it, or any part thereof, with third parties. This shall not apply to thirdparties that are bound, by statute or contract, to confidentiality and that a Party consults for specialized assessment of the facts or legalsituation.

5.2. The above duty does not apply to information either Party demonstrably received from third parties in the absence of any duty ofconfidentiality, or that is public knowledge.

6. Termination
This Addendum shall terminate or expire upon the termination or expiration of the Main Contract.

7. Final Provisions
7.1. Any amendment or supplement to this Addendum must be made in writing and signed by the duly authorized signatories of the Parties.

7.2. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force.The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving theParties’ intentions as closely as possible or – should this not be possible – (ii) construed in a manner as if the invalid or unenforceable part hadnever been contained therein. The foregoing shall also apply if this Addendum contains any omission.

7.3. This Addendum may be executed in any number of counterparts and by the parties on separate counterparts, but shall not be effective untileach party has executed at least one counterpart. Each counterpart, when executed, shall be an original of this Addendum and all counterpartsshall together constitute one instrument.

7.4. This Addendum will be governed by and construed in accordance with Philippine law. Venue for any dispute arising hereunder will be in anycourt of competent jurisdiction in Pasig City, Philippines.