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SHOPEEPAY (issued by ShopeePay) TERMS OF SERVICE

1. INTRODUCTION

1.1. Welcome to ShopeePay (the "Facility"). This Terms of Service is a contract between you and ShopeePay Philippines, Inc. (“ShopeePay”), an E-Money Issuer, and it governs your use of all Services (defined below). Please read the following Terms of Service carefully before using this Facility or opening a ShopeePay account ("Account") so that you are aware of your legal rights and obligations with respect to us and our affiliates and subsidiaries (individually and collectively, "Company", "we", "us" or "our").

1.2. BY USING THE SERVICES OR OPENING AN ACCOUNT, YOU SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE FACILITY. IF YOU ARE BELOW 18 YEARS OLD OR THE RELEVANT "AGE OF MAJORITY" WHERE YOU LIVE, YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE "AGE OF MAJORITY" WHERE YOU LIVE, OR DO NOT UNDERSTAND THIS SECTION 1.2, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THESE TERMS OF SERVICE ON THE MINOR'S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR SERVICES, INCLUDING ANY TRANSACTION MADE BY THE MINOR, WHETHER THE MINOR'S ACCOUNT IS NOW OPEN OR CREATED LATER AND WHETHER OR NOT THE MINOR IS SUPERVISED BY YOU DURING HIS OR HER USE OF OUR SERVICES.

1.3. To the extent not prohibited by existing local law and regulations, we have the right to revise these Terms of Service at any time without providing notice to our Users. Your continued use of the Services, this Facility, or your registration of an Account, shall be deemed irrevocable acceptance of those revisions.

1.4. To the extent not prohibited by existing local law and regulations, we reserve the right at all times to change, modify, suspend or discontinue any portion of this Facility or the Services, including payment methods, temporarily or permanently, without notice to you or giving any reason. We may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. We may also impose limits on certain features or restrict your access to parts of, or the entire, Facility or Services in our sole discretion and without notice or liability.

1.5. To the extent not prohibited by existing local law and regulations, we reserve the right to refuse to provide you access to the Facility or Services or to allow you to open an Account for any reason.

2. SERVICES

2.1. The services we provide or make available include (a) the Facility, (b) the services provided through the Facility and by the Company’s client software (“Software”), and (c) all information, websites, linked pages, features, data, text, images, photographs, graphics, music, sounds, video, messages, tags, content, programming, software, application services (including without limitation any mobile application services) or other materials made available through the Facility or our related services ("Content") (collectively, the “Services”). Any new features added to or augmenting the Services are also subject to these Terms of Service. The Services include but not limited to a one stop solution for: (i) top up of funds to the Account, (ii) transfer of funds, (iii) online payment processing services such as making payments to participating 3rd parties (“3P Merchants”), and (iv) other services that we may add from time to time as approved by Bangko Sentral ng Pilipinas (“BSP”) and/or relevant government institutions.

2.2. Our Services are designed to facilitate registered users using our Software (“Users”) to place, accept, conclude, manage and fulfill orders for the provisions of products and services, to transfer funds using the Facility, and online within the Shopee Platform (“Transactions”). We reserve the right to change, upgrade, modify, limit or suspend the Services or any of our related functions or applications at any time temporarily or permanently without prior notice. We reserve the right to introduce new features, functionalities or applications to the Services or future versions of the Service. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement unless otherwise stated.

2.2.1. ShopeePay E-Wallet Service

The ShopeePay E-Wallet is a re-loadable E-Money instrument. While the Facility itself is ShopeePay, the E-Money is issued by ShopeePay. The ShopeePay E-Wallet is not a deposit account and therefore, it is not covered by the Philippine Deposit Insurance Corporation (“PDIC”) and it does not earn interest. However, it is subject to the rules and regulations of the BSP and the Anti-Money Laundering Act (“AMLA”), as amended.

The ShopeePay E-Wallet can be activated upon completion of the registration process. The registration will require you to enter a valid phone number, corresponding one-time password, and other information as may be required as part of ShopeePay’s know-your-customer process. A user may only have one ShopeePay E-Wallet account.

In the event of any unauthorized use of the ShopeePay E-Wallet, ShopeePay shall not be liable for any inconvenience or damage caused to you unless proven to be caused by the fault or negligence of ShopeePay. Moreover, ShopeePay shall not be liable for any failure by you to avail of Services due to your non-compliance with the application requirements.

Ang “ShopeePay E-Wallet” ay isang re-loadable E-money na instrumento. Bagama’t ang Facility ay tinatawag na ShopeePay, ang mismong E-money ay issued ng ShopeePay. Ang Shopee Pay E-Wallet ay hindi deposit account kung kaya’t hindi ito sakop ng Deposit Insurance Corporation (“PDIC”) at hindi ito kumikita ng interes. Gayunpaman, ito ay sakop ng mga patakaran at regulasyon ng Bangko Sentral ng Pilipinas (“BSP”) at ng Anti-Money Laundering Act (“AMLA”).

Maaring simulang gamitin ang ShopeePay E-wallet matapos makumpleto ang proseso ng pagrehistro. Kinakailangan mong gamitin ang isang lehitimong phone number, isang one-time password, at iba pang impormasyon na kinakailangan makuha ng ShopeePay alinsunod sa aming know-your-customer process. Maari ka lang magkaroon ng isang ShopeePay E-Wallet account.

Sa kaganapan ng isang hindi awtorisadong paggamit ng ShopeePay E-Wallet dahil sa iyong pagkakamali o kapabayaan, naiintindihan mo at sumasangayon na ang ShopeePay ay hindi mananagot sa anumang abala o pinsala na maiduduulot sa iyo. Hindi mananagot ang ShopeePay kung sakaling hindi mo ganap na magamit ang mga Serbisyo ng ShopeePay dahil sa iyong di-pagsunod sa mga proseso at requirements ng aplikasyon.

2.2.2. Top Up / Transfers

You may top up Philippine Peso into your ShopeePay E-Wallet through various top-up channels available in the Facility, such as but not limited to the following:

(a) Online Banking facilities,

(b) Over-the-counter (OTC) transfers,

(c) Bank Transfer via instaPay,

(d) Remittance Center Payments,

(e) Payment or transfer through e-wallets or digital channels,

(f) Automated Payment Machines (APMs), and

(g) Other channels as may be added in the future.

To activate this top-up option, you may be required to instruct, direct, and authorize your selected top-up channel to allow the Facility to transfer funds to and/or from your designated third-party account or payment channel. To assist you in this aspect, step-by-step instruction will be provided to you. By activating and connecting your third-party account(s) or payment channel(s), you confirm that (a) you have provided us with your consent to use your personal information for the use of the Services and to provide such information as may be required by your selected top-up channel for the purpose of connecting your third party account(s) or payment channel (s) to the ShopeePay E-Wallet; (b) you are legally authorized to access the third party account(s) or payment channel(s) you have linked to your ShopeePay E-Wallet; and (c) you will pay or allow us to deduct from your Account all fees and charges associated with the use of the Services.

Fund transfers (including, but not limited to, payments) may be by the use of Shopee username, account numbers, QR codes (including, but not limited to, under the QR Ph standard) and/or by multi-proxy service which may allow users to make or receive funds transfers using identification other than an account number (including, but not limited to, a mobile phone number, email address, name, QR Code and/or other identification information). You agree that: (a) you may receive or access user information of third persons (including, but not limited to, other ShopeePay users) and that you have the obligations in these Terms of Service and under applicable laws in relation to such user information; (b) other persons (including, but not limited to, ShopeePay, partner financial institutions, and/or other counterparties and/or other ShopeePay users) may receive or access your customer information and you consent and agree to such collection, use, sharing, disclosure, processing and/or storage of you customer information; and (c) we shall in no way be responsible and/or liable for any losses, damages, expenses and/or claims resulting from or in relation to the use of the multi-proxy service, the funds transfer through any method and/or the foregoing receipt and/or access of your or another person’s user information (including, but not limited to, any fraudulent or unauthorizes use of the same) and you shall indemnify us and hold us free and harmless for such losses, damages, liabilities, expenses and/or claims that we may incur in relation to the foregoing.

You acknowledge and agree that no liability shall be incurred by us if we are unable to complete any top-ups / transfers initiated by you for any reason beyond our control such as:

i. If, through no fault of ours, your Account does not contain sufficient funds or if the transfer would exceed the transactional limit set for your Account;

ii. Our payment processing center is not working properly and you know or have been advised by us about the malfunction before you execute the transfer;

iii. You have not provided us with the correct Account information, or information that you provided becomes incorrect; and/or

iv. Circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force), even if foreseeable or foreseen, that prevent the proper execution of the transfer and we have taken reasonable precautions to avoid those circumstances.

Subject to Section 2.2.2, and provided none of the foregoing exceptions are applicable, if we cause an incorrect amount of funds to be removed from your Account or causes funds from your Account to be directed in a manner inconsistent with your instructions, you agree that your sole remedy shall be to have the wrongly deducted sum returned to your Account by us.

Maaari mong lagyan ng Philippine Peso ang iyong ShopeePay E-Wallet sa pamamagitan ng iba ibang top up channels na magagamit sa Facility, tulad ng ngunit hindi limitado sa mga sumusunod:

(a) Online Banking facilities,

(b) Over-the-counter (OTC) transfers,

(c) Bank Transfer via instaPay,

(d) Remittance Center Payments,

(e) Payment or transfer through e-wallets or digital channels,

(f) Automated Payment Machines (APMs), at

(g) Iba pang mga channels na maaaring isama sa susunod.

Upang magawa ito, kailangan mong idirekta, at pahintulutan ang iyong napiling top up channel upang payagan ang Facility na maglipat ng mga pondo mula o para sa iyong itinalagang third party account o payment channel. Ang proseso upang makalipat ng pera ay ibibigay sayo. Sa pamamagitan ng pag-activate at pagkonekta sa iyong (mga) third party account o payment channel, kinukumpirma mo na (a) binigyan mo kami ng iyong pahintulot na gamitin ang iyong personal na impormasyon para sa serbisyo sa paggamit ng mga Serbisyo at upang magbigay ng naturang impormasyon na maaaring hinihiling ng iyong napiliting top up channel para sa layunin ng pagkonekta sa iyong (mga) third party account o payment channel sa ShopeePay E-Wallet; (b) legal na awtorisadong ma-access ang (mga) account sa third party account o payment channel na na-link mo sa iyong ShopeePay E-Wallet; at (c) babayaran mo o papayagan mo kaming ibawas mula sa iyong Account ang halaga ng paggamit ng Serbisyo ng ShopeePay.

Ang paglilipat ng pondo (tulad ng ngunit hindi limitado, sa mga pagbabayad) ay maaring gawin gamit ang Shopee username, account numbers, QR codes (tulad ng ngunit hindi limitado, sa QR PH standard) at/o multi-proxy service na maaring pahintulutan ang pagpapadala o pagtanggap ng pondo gamit ang ibang identipikasyon maliban sa account number (tulad ng ngunit hindi limitado sa, mobile phone number, email address, pangalan, QR code at / o iba pang impormasyon sa identipikasyon). Tinatanggap mo at pumapayag ka na (a) maaari kang makatanggap o makakuha ng impormasyon ng ibang tao (tulad ng ngunit hindi limitado, sa iba pang taong gumagamit ng ShopeePay) at ikaw ay may obligasyon dito sa Tuntunin ng Serbisoyo at iba pang naangkop na batas sa mga nasabing impormasyon; (b) may ibang mga tao (tulad ng ngunit hindi limitado, sa ShopeePay, partner financial institutions, at / o iba pang counterparties at /o iba pang gumagamit ng ShopeePay ay maaring makatanggap or makakuha ng iyong impormasyon, at ikaw ay pumapayag sa pagkolekta, paggamit, pamamahagi, pag-proseso, at/o pag-imbak ng iyong impormasyon, at (c) kami ay walang anuman responsibiildad at / o pananagutan sa anumang pagkawala, pagkasira, liabilidad, gastusin at / o reklamo na nagmumula or may kinalaman sa paggamit ng multi-proxy service, sa paglipat ng pondo gamit ang kahit anong paraan at / o sa pagtanggap o pagkuha ng impormasyon mo o ng ibang tao (tulad ng ngunit hindi limitado, sa mga madaya o walang pahintulot na paggamit nito) at ikaw ay magbabayad pinsala sa amin, at panghahawakan mo kaming malaya at walang pananagutan sa pagkawala, pagkasira, liabilidad, gastusin at/o reklamo na maaari naming matanggap na may kinalaman sa mga naunang nabanggit.

Tinatanggap mo at sumasang-ayon ka na wala kaming pananagutan sa kawalan ng kakayahang maisagawa ang top-up /transfer na sinimulan mo, sa kadahilanang labas ng aming kontrol, tulad ng:

i. Kung, hindi dulot ng aming pagkakamali, ang iyong Account ay hindi naglalaman ng sapat na pondo o kung ang transfer man ay lalampas ng nakatakdang transactional limit para sa iyong Account;

ii. Hindi gumagana nang maayos ang aming payment processing centee, at alam mo, o hindi kaya’t ikaw ay napayuhan na namin tungkol sa malfunction o sira bago mo isagawa ang transfer;

iii. Hindi mo kami nabigyan ng tamang impormasyon tungkol sa iyong Account, o ang impormasyon na binigay mo sa amin ay naging mali; at/o

iv. Mga pangyayari o kalagayang nasa labas ng aming kontrol (tulad ng, pero hindi limitado sa, sunog, baha, o panghihimasok galing sa labas na pwersa), kahit na ito ay nakikinita o makini-kinita, na nakakahadlang ito sa wastong pagsasagawa ng transfer at isinagawa naming ang mainam na hakbang upang maiwasan ang ganoong pangyayari.

Sakop sa Section 2.2.2., at kung wala sa mga unang nasabing eksepsiyon ay naangkop, kung mangyaring mali ang aming nabawasang pondo mula sa iyong Account o kung hindi naaayon sa iyong pamamaraan ang pagdirekta ng pondo, sumasang-ayon ka na ang nalalabing solusyon ay ang pagbalik ng maling ibinawas na kabuuan sa iyong Account

2.2.3. Cash-out

The Philippine Peso value cashed-in to the ShopeePay Wallet may be cashed-out by verified users through transfer to an approved Bank Account (if applicable) subject to minimum and maximum cash-out amounts as may be imposed by ShopeePay.

ShopeePay may add other withdrawal channels, and the Users shall be informed of such cash-out channels as well as information on how to use such added withdrawal channels.

Ang halaga ng Peso na napasok sa ShopeePay Wallet ay maaaring i-cash-out sa pamamagitan ng paglipat sa isang naaprubahang Bank Account na napapailalim sa minimum at maximum na halaga ng cash out na maaaring ipataw ng ShopeePay.

Maaring magdagdag ang ShopeePay ng iba pang withdrawal channels, at ito ay ipapaalam sa mga Users kasama ng informasyon kung paano gamitin ang mga nadagdag na withdrawal channels.

2.2.4. Transaction and E-Wallet Load Limit

Transaction and E-Wallet balance limits may be assigned or changed by ShopeePay, at its option pursuant to applicable laws. Limits are applied not on a per wallet basis but on a per-user basis. A ShopeePay user may only have one ShopeePay wallet under his/her name. If a ShopeePay user has attempted to register or has registered multiple ShopeePay wallets, such application shall be blocked or the other accounts must be terminated. ShopeePay may prohibit any user from using its Facility for attempting to register/registering/failing to delete multiple accounts.

Ang mga patakaran hinggil sa Transaksyon at E-Wallet ay maaaring baguhin ng ShopeePay, alinsunod sa mga naaangkop na batas. Ang mga limitasyon ay hindi pinapataw sa bawat wallet ngunit sa bawat taong gumagamit ng E-Wallet. Ang isang ShopeePay user ay maari lang magkaroon ng isang wallet ng ShopeePay sa ilalim ng kanyang pangalan. Kung ang isang ShopeePay user ay sinubukan or nagkaroon ng maraming mga wallet, haharangan ni ShopeePay ang aplikasyon na ito o kaya papatanggal ni ShopeePay ang mga iba pang mga wallets. Maaring ipagbawal ni ShopeePay ang paggamit ng Facility dahil sa pagtatangka na magparehistro / pagrehistro / pagtanggi na tanggalin ang maraming mga account.

2.2.5. ShopeePay E-Wallet Security

You shall be solely responsible for the security of your ShopeePay E-Wallet. All transactions made using the ShopeePay E-Wallet are conclusively presumed to be made by you and you shall be liable therefor. In the case of loss of mobile phone or loss of access to your Account, you shall immediately (a) inform ShopeePay of such loss and (b) log in to your Shopee account via the web and change your password since your ShopeePay Account is tied to your Shopee account. Suspension of the ShopeePay E-Wallet shall be processed only upon proper authentication of your notification. All transactions made prior to the report of loss shall continue to be your liability.

Ikaw ang magiging tanging responsable para sa seguridad ng iyong ShopeePay E-Wallet. Ang lahat ng mga transaksyon na ginawa gamit ang ShopeePay E-Wallet ay itinuturing na ginawa mo at ikaw ang siyang mananagot doon. Kung sakaling mawala ang mobile phone o mawalan ng access sa iyong Account, dapat agad mong (a) ipaalam agad sa ShopeePay ng naturang pagkawala, at (b) mag-log in sa iyong Shopee account gamit ang Web at baguihin and iyong password dahil nakadugtong ang iyong ShopeePay Account sa iyong Shopee account. Ang suspensyon ng ShopeePay E-Wallet ay ipoproseso lamang sa tamang pagpapatunay ng iyong pagabiso. Ang lahat ng mga transaksyon na ginawa bago ang ulat ng pagkawala ay patuloy na magiging pananagutan mo.

2.2.6. Payment Processing Services

You may make payment to a 3rd party, such as 3P Merchants through our Facility. By using our Services, you agree that we may use all information, including personal and billing information, provided by you to us in the course of using the Services (“Payment Instructions”). You acknowledge and agree that it is your sole responsibility to ensure that all your Payment Instructions are correct, complete and accurate in all respect and you understand that time is required to process your Payment Instructions. The Payment Instructions provided by you will be treated as final and we will not be required to verify the Payment Instructions with you. Further, by providing us with your Payment Instructions, you agree to pay or allow us to deduct from your Account all fees and charges associated with your Payment Instructions.

We are solely a payment agent and we shall not be responsible for any purchases with our Facility used as payment method. All types of feedback and complaints about your purchases should be directed to the relevant 3P Merchant. Your Payment Instructions may be made out through: (i) your Account balance, or (ii) bank transfer.

You may direct your bank to allow the Facility to transfer funds from your designated bank account to make payments. To assist you in this aspect, a step-by-step instruction will be provided and the same may be located within the Facility under “Add Bank Account”. You will be required to verify some personal information to activate the Services. By activating the Services, you confirm that (a) you have provided us with your consent to use your personal information for the use of the Services and to provide such information as may be required by the relevant 3P Merchant; (b) you are legally authorised to access the bank account(s) you have linked to your ShopeePay E-Wallet; and (c) you will pay or allow us to deduct from your Account all fees and charges associated with the use of the Services.

2.2.7. Refunds

Your Account may be used to receive refunds from a cancelled Transaction. The terms of such refunds shall continue to be subject to the terms of service applicable to the Transaction between you and the 3P Merchants.

In the event that:

a. the refund amount exceeds your ShopeePay e-wallet limit, such refund will be transferred to the default bank account linked to your Shopee account (“Default Account”); and

b. a single refund does not exceed your ShopeePay e-wallet limit, but the total value when aggregated with your ShopeePay wallet balance exceeds your ShopeePay wallet limit, such refund will be withheld by ShopeePay until you withdraw enough funds from your ShopeePay wallet such that your ShopeePay wallet limit is not exceeded as a result of the refund.

2.2.8. Errors

If there is an error in the processing of any Transaction, you authorize us to initiate debit or credit entries to your Account balance to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your Account balance for any reason, you authorize us to resubmit the debit, plus any applicable fees, or to deduct the debit and applicable fees from your Account balance in the future.

If you erroneously send a payment to the wrong party or send a payment for the wrong amount (based on a typographical error, for example), you must inform the recipient’s bank, non-bank credit card issuer, finance company or approved holder that issued the payment account (“Recipient Financial Institution”) of the erroneous Transaction. We will not reimburse you or reverse a payment that you have made in error.

Where we are the Recipient Financial Institution and we receive money for the wrong recipient, we will endeavor to (i) within two business days of receiving all necessary information about the erroneous Transaction (a) inform the recipient of the erroneous Transaction and all necessary information that would allow the recipient to determine if the Transaction was indeed erroneous; (b) ask the recipient for instructions on whether to send the sum sent in error back to the sender; and (c) inform the recipient that the retention or use of sums erroneously transferred may be subject to legal action; and (ii) within five business days of receiving all necessary information about the erroneous Transaction (a) ask the recipient for instructions whether to send the sum sent in error back to the account holder; and (b) inform the sender (or the sender’s financial institution) about the recipient’s response, including nil responses. In cases that we deem to be complex, we may take longer to convey these messages.

2.2.9. Fees of Services

The User agrees to pay the applicable fees for the use of Services as may be imposed by ShopeePay in compliance with applicable laws and regulations.

The fees include but are not limited to, the following:

A. Top-up fee

B. Withdrawal or transfer fee

C. Dormancy fee

ShopeePay reserves the right to impose or introduce other fees from time to time as may be allowed by applicable laws and regulations.

The corresponding payment for the said fees shall be automatically deducted from the User’s Account. ShopeePay may waive such fees at its sole discretion and for whatever reason.

Dormancy

ShopeePay may charge a dormancy fee if you do not use your account for one year. This amount will be charged a dormancy fee per month after the 1-year inactivity date, which will be taken from your ShopeePay E-Wallet. We may, at our discretion, send notification reminding you that a fee will be charged on dormant accounts.

2.2.10. Promotions

ShopeePay may offer special promotions which will allow for bonuses, cashbacks,or rebates. The terms and conditions of such promotions will be provided separately. If you are eligible, the applicable benefit will appear in your wallet.

We may freeze or refuse to honor the bonus, cashback, or rebate, or other benefit provided to you, if in ShopeePay’s discretion, the same was accessed or used in a manner that is not in line with the applicable promotion rules or contrary to existing laws.

2.2.11. No Liability

You acknowledge and agree that no liability shall be incurred by us if we are unable to complete any Payment Instructions initiated by you for any reason beyond our control including but not limited to the following:

i. If, through no fault of ours, your Account does not contain sufficient funds or if the payment or purchase would exceed the transactional limit set by you for your Account;

ii. Our payment processing center is not working properly and you know or have been advised by us about the malfunction before you execute the Payment Instructions;

iii. You have not provided us with the correct Account information, or information that you provided becomes incorrect; and/or

iv. Circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force), even if foreseeable or foreseen, that prevent the proper execution of the Payment Instructions and we have taken reasonable precautions to avoid those circumstances.

Subject to Section 2.2.11 and provided none of the foregoing exceptions are applicable, if we cause an incorrect amount of funds to be removed from your Account or causes funds from your Account to be directed in a manner that does not comply with your instructions, you agree that your sole remedy shall be to have the wrongly deducted sum returned to your Account. You agree and acknowledge to release and indemnify us against any damages, losses and claims from the third party in relation with the foregoing.

2.2.12. QRPH

ShopeePay participates in the QRPH standard which allows BSP-supervised financial institutions to generate and to read QR codes regardless of the source. In line with this, any QR code generated by us will include the following information on the User:

a. Name

b. Account Number

c. City

d. Country Code

In no event shall we be liable for any losses or damages that may result from your use or distribution of any QR code, including any fraudulent or unauthorized use thereof, whether or not the QR code is generated by us.

2.3. Our Services are only available to Users. Whilst a User may top-up his or her Account by cash or bank transfer, to withdraw funds from your Account, you may be required to verify your account by undergoing ShopeePay’s Know-Your-Customer (KYC) process.

You acknowledge and agree that no liability shall be incurred by ShopeePay for the manual payout of the remaining balance in your Account to your designated bank account. You understand that ShopeePay has the following rights: a) to rely that the information your submitted for the manual payout is complete and accurate; b) to request that you provide further additional information as may be deemed necessary by us at our reasonable discretion to further comply with our relevant laws and regulations; and c) to report any manual payout information to relevant authorities as we may deem necessary to comply with our legal and other reporting obligations. ShopeePay reserves the right to pursue any further action as provided in this Terms of Service.

2.4. In the event where a Transaction is terminated, we may, at our sole discretion, determine whether it is reasonable to refund part of or all the funds to the User.

2.5. We may limit any or all of the Services available to any User, in accordance with this Terms of Service. The types of Transactions and other benefits, features, and functions of the Services available to a User may vary for different countries and regions. No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all Users.

2.6. We reserve the right to refuse or cancel any Transaction or recover from your Account amounts that may have been disbursed to you for any reason at our sole discretion. Situations that may result in a Transaction being rejected or cancelled or in a clawback from your account, include, but not limited to problems which have been identified by our credit and fraud control department, where we have reason to believe that the Transaction is fraudulent, unauthorized, violates any law, rule, or regulation, or may otherwise subject us or any of our affiliates to liability. We may also require additional verifications or information of any Transaction.

2.7. We may impose additional restrictions, limitations, prohibitions or any other measures that we, in our sole discretion, deem necessary or reasonable in each Transaction.

2.8. You will be responsible for all Transactions made through the Shopee Platform or Facility via your designated Account, with or without your authority, knowledge, or consent, and may not claim against us in connection with any such use or purported use.

3. PRIVACY

3.1. Your privacy is very important to us. To better protect your rights and in accordance with the provisions of the Data Privacy Act of 2012, we have provided the Company’s Privacy Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how we collect and use the information associated with your Account and/or your use of the Services. By using the Services or agreeing to these Terms of Service, you consent to our collection, use, disclosure and/or processing of your Content and personal data as described in the Privacy Policy.

3.2. Users in possession of another User’s personal data (the “Receiving Party”) must (i) comply with all applicable personal data protection laws; (ii) allow the other User (the “Disclosing Party”) to remove him/herself from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party.

4. LIMITED LICENSE

4.1. We grant you a limited license to access and use the Services subject to the terms and conditions of these Terms of Service for personal use only. Unless we provide you with our consent, this license does not allow you to make any commercial use or any derivative use of the Services (including without limitation any of our individual elements or Content). All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property displayed in the Facility are the property of Company and where applicable, third party proprietors identified in the Facility. No right or license is granted directly or indirectly to any party accessing the Facility to use or reproduce any such proprietary Content, trademarks, service marks, brand names, logos and other intellectual property, and no party accessing the Facility shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Facility and our Content. You agree not to copy, distribute, re-publish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Facility or our Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of the Facility on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given to standard search engine technology employed by Internet search websites to direct Users to the Facility).

5. SOFTWARE

Unless accompanied by a separate license agreement, any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. The software is licensed, not sold, and we reserve all rights to the software not expressly granted by us. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by us.

6. ACCOUNTS AND SECURITY

6.1. To access our Services, User is required to comply with the applicable KYC or due diligence requirements as may be required from time to time. User is primarily required to register for an Account by providing certain personal information such as your mobile telephone number, selecting a password, and optionally selecting a unique User identification ("User ID"). If you select a User ID that we, in our sole discretion, find offensive or inappropriate, we have the right to suspend or terminate your Account. Once an Account is set up you can directly transact. However, without further verification, you can only store funds up to the applicable maximum limit for Basic Accounts. By setting up an Account, you confirm that you have provided us with your consent to use your personal information stored by the relevant 3P Merchant for verification if required; including, but not limited to, when your Account mobile-activated phone has been lost, stolen or deactivated.

If you want to be a Verified Account user, you will need to comply with additional verification procedures such as the requirement to submit a picture of you and your identity card, address, birth date and birthplace, and identity card number. Once verified, you can store funds up to the applicable maximum limit for Verified Accounts.

By registering for an Account, you confirm that (a) you have provided us with your consent to use your personal information for the provision of Services; and (b) you will pay or allow us to deduct from your Account all fees and charges associated with the use of the Services.

6.2. You may be able to use your Account to gain access to other products, websites or services to which we have enabled access or with which we have tied up or collaborated. We have not reviewed, and assume no responsibility for any third-party content, functionality, security, services, privacy policies, or other practices of those products, websites or services. If you do so, the terms of service for those products, websites or services, including their respective privacy policies, if different from these Terms of Service and/or our Privacy Policy, may also apply to your use of those products, websites or services. You agree to (a) keep your password confidential and use only your personal Account password when logging in, (b) ensure that you lock your Account at the end of each session on the Facility, (c) immediately notify us of any unauthorised use of your Account, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your Account even if such activities or uses were not committed by you. Thus we will not be liable for any loss or damage arising from, among others, the unauthorised use of your password.

6.3. You are responsible for providing accurate registration information and for keeping your registration information up to date or notifying us in the event of changes.

6.4. You agree that we may for any reason, in our sole discretion and without notice or liability to you or any third party, immediately terminate your Account. Grounds for such termination may include, but are not limited to, (a) extended periods of inactivity, (b) violation of the letter or spirit of these Terms of Service, (c) fraudulent, harassing, defamatory, threatening or abusive behavior or (d) behavior that is harmful to other Users, third parties, or the business interests of ShopeePay. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim (under any cause of action whatsoever) either against us, or which in any way involves us, then we may terminate your Account.

6.5. If your Account is or remains inactive (which means you have not logged into your Account) for more than three (3) months, we reserve the right to adopt the necessary measures such as suspend or deactivate your Account.

6.6. You may only use the Services and/or open an Account if your applicable jurisdiction allows you to accept these Terms of Service.

6.7. For certain 3P Merchants, your 3P Merchant account must be terminated if you want to terminate your Account with us. In these scenarios, you need to submit a request to us or the relevant 3P Merchant’s customer service directly and settle all of your obligations and ensure that your Account is not frozen/blocked before it can be automatically terminated. Please note that your Account can only be terminated if the balance is nil. Termination will be done immediately after request is submitted (within 24 hours), given that you do not have any pending obligations.

6.8. Prior to the termination of the Account, you must withdraw your remaining balance in the Account (“Redemption”), after deducting with any operational costs payable (if any) such that your Account balance is nil. Please note that your Account can only be terminated if the balance is nil. The method of Redemption is stipulated under the method of withdrawal as provided in these Terms of Service. There is no minimum limit balance in the Account that can be redeemed. However, if the balance in the Account is insufficient for any deduction of the costs payable, you are required to settle this obligation by way of method separately set out by us. You understand and agree that your account will, at the earliest, be terminated twenty-four (24) hours after the request for termination.

6.9. Should your Account be banned due to investigation by Government/Authorized Body(s), we reserve the right to retain your money indefinitely and/or release it per instruction from the Government or Authorized Body(s).

7. SUSPENSION OR BREAKDOWN OF SYSTEMS

If you are unable to use the Services as a result of improper operation of the Software due to any of the following reasons, you agree that you will not hold us or our affiliates liable for:

a. giving notice of system suspension or maintenance in the Facility

b. failure in transmission of data due to breakdown or suspension of telecommunications equipment and/or systems

c. failure in system operations due to force majeure events including, but not limited to typhoon, earthquake, tsunami, flood, blackout, war, terrorist attack, beyond our reasonable control; or

d. the Services are interrupted or delayed due to hacking, maintenance, upgrades, banking or regulatory bodies, and any other reasons.

8. DISCLAIMER

8.1. We are not a bank or other chartered depository institution, nor an issuer of any credit cards, debit cards, savings account or other prepaid payment service method (“Payment Instrument”), unless expressly stated otherwise. For Transactions facilitated with ShopeePay, we handle the payment to 3P Merchant and the charging of your Payment Instrument to conduct your payment for purchase.

8.2. THESE TERMS OF SERVICE DO NOT AMEND OR OTHERWISE MODIFY YOUR AGREEMENT WITH THE ISSUER OF YOUR PAYMENT INSTRUMENT, AND YOU ARE RESPONSIBLE FOR ENSURING YOUR USE OF SOFTWARE COMPLIES WITH ALL SUCH AGREEMENTS. IN ADDITION, YOU ARE RESPONSIBLE FOR ALL CHARGES AND/OR DEBITS TO YOUR PAYMENT INSTRUMENT RESULTING FROM ANY PURCHASES MADE FROM THE ACCOUNT IN ACCORDANCE WITH SUCH AGREEMENTS. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THESE TERMS OF SERVICE AND YOUR AGREEMENT WITH THE ISSUER OF YOUR PAYMENT INSTRUMENT, THESE TERMS OF SERVICE GOVERN THE RELATIONSHIP BETWEEN YOU AND US SOLELY WITH RESPECT TO THE SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR PAYMENT INSTRUMENT AND WE ARE NOT RESPONSIBLE FOR THE ACCURACY, OR AVAILABILITY OF ANY INFORMATION YOU ENTER OR OTHERWISE STORE IN THE SOFTWARE INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS CURRENT AND UP-TO-DATE.

8.3. THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY US OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES, THIS FACILITY OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS PLATFORM AND/OR THE SERVER THAT MAKES SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

8.4. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE FACILITY AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN PARTICULAR, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE SECURITY CODES PROVIDED TO YOU AND YOU MAY NOT CLAIM AGAINST US FOR ANY LOSS OR DAMAGES RESULTING FROM YOUR FAILURE TO DO SO.

8.5. Any downloading of data from our system is done solely at your risk, and we do not warrant that such data or our system is free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros.

8.6. If you send funds to the wrong party or sent a wrong amount, we may choose to assist you in our sole discretion in contacting the party that received the funds to ask for a refund. However, we will not be liable to reimburse any payment or to reverse any Transaction that you have made as a result of your error or negligence.

9. EXCLUSIONS AND LIMITATION OF LIABILITY

9.1. IN NO EVENT SHALL WE BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR LOSS OF USE, PROFITS, REVENUES, GOODWILL OR ANTICIPATED SAVINGS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER, MOBILE PHONE OR MOBILE DEVICE FAILURE) ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS PLATFORM OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. WE MAY ESTABLISH GENERAL PRACTICES AND LIMITS CONCERNING USE OF THE SERVICES. WE RESERVE THE RIGHT TO CHANGE, SUSPEND, OR DISCONTINUE ANY ASPECT OF THE SERVICES AT ANY TIME WITHOUT NOTICE AND LIABILITY. WE MAY DECLINE TO PROCESS ANY TRANSACTION WITHOUT PRIOR NOTICE TO YOU, PARTICULARLY IF (A) TRANSACTION DOES NOT SATISFY THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE OR OTHER APPLICABLE TERMS, RULES AND POLICIES, OR (B) IF WE HAVE REASON TO BELIEVE THAT THE TRANSACTION MAY VIOLATE ANY LAWS, RULES OR REGULATIONS THAT MAY OTHERWISE SUBJECT US OR OUR AFFILIATES TO LIABILITY.

9.3. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE ANY USE OF THE SERVICES.

9.4. NOTWITHSTANDING THIS SECTION, IF WE ARE FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE ACTUAL DAMAGE SUFFERED OR PHP 4000 (FOUR THOUSAND PHILIPPINE PESOS) WHICHEVER IS LOWER.

9.5. NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.

10. LINKS TO THIRD PARTY SITES

The links provided throughout the Facility will let you leave the Facility. These links are provided as a courtesy only, and the sites they link to are not under our control in any manner whatsoever and you therefore access them at your own risk. Therefore, we are in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. The provision of these links are merely a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by us of any linked site and/or any of our content therein.

11. PROHIBITED CONDUCT

11.1. The license for use of this Facility and the Services is effective until terminated. This license will terminate as set forth within these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In such event, no notice shall be required by us to effect such termination.

11.2. You agree not to:

a. breach our Terms of Service, Privacy Policy, in-house rules and regulations, including regulations for promotional events, and/or violate any applicable laws and regulations;

b. act in a manner that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable to our employees, agents or other Users;

c. use the Services to harm minors in any way;

d. provide false, inaccurate or misleading information;

e. use the Services for any illegal activities, including online gambling where prohibited;

f. use your Account in a manner that may result in disputes, claims or other liabilities to us, other Users, third parties, or may be regarded as an abuse of our system;

g. use the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

h. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

i. remove any proprietary notices from the Facility;

j. cause, permit or authorize the modification, creation of derivative works, or translation of the Services without our express permission;

k. use the Services in any manner not permitted by the licenses granted herein;

l. act fraudulently or use the Services for fraudulent purposes;

m. refuse to corporate in an investigation or provide confirmation of your identity or any information you provide us;

n. attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by us with respect to the Services and/or data transmitted, processed or stored by us;

o. harvest or collect any information about or regarding other Account holders, including without limitation any personal data or information;

p. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

q. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

r. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other unauthorized form of solicitation;

s. upload, post, email, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;

t. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;

u. interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Facility;

v. interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Facility;

w. take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;

x. use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including without limitation laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism financing;

y. use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

z. use the Services to violate the privacy of others or to "stalk" or otherwise harass another; and/or

aa. use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or

bb. use the Services for other illegal activities in your jurisdiction.

11.3. If we, in our sole discretion, believe that you may have engaged in the above restricted activities, we may take various actions, including but not limited to the following:

a. We may suspend, or restrict your access to your Account;

b. We may refuse to provide Services to you;

c. We may place a hold on your Account for up to one hundred and eighty (180) days if reasonably required to protect against the risk of liability or if you have violated our Terms of Service, Privacy Policy and/or any applicable laws and regulations in your jurisdiction;

d. We may take legal action against you and/or

e. We may take any other appropriate measures or actions in the given circumstances.

11.4. You acknowledge, consent and agree that we may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over us or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Company, our Users and/or the public.

11.5. Should your Account be suspended due to any reason, including but not limited to any of the restricted activities provided under Section 11.2 above, we may permit the transfer of any remaining balances in the relevant account in accordance with our withdrawal processes, at our reasonable and sole discretion and subject to your compliance with ShopeePay’s Know-Your-Customer (KYC) processes.

12. TRANSACTION HISTORY / STATEMENT OF ACCOUNT

The User can refer to the transaction history for confirmation that a Transaction has been successfully carried out. The transaction history of the User may either be (a) accessed in the Facility, or (b) sent to the registered email address of the User, upon request in the Facility.

13. COMPLAINTS AND FEEDBACK

If you have complaints, feedback or believe a User on our Platform is violating these Terms of Service, or if you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Platform, please contact us:

a. using our feedback function located under the Help Center within the Shopee App;

b. through chat support under the Help Center within the Shopee App;

c. through our hotline at +632 8 880 5200.

Please send all legal notices to legal.ph@shopeepay.com and attention it to the “General Counsel”.

ShopeePay is regulated by the Bangko Sentral ng Pilipinas with email address at consumeraffairs@bsp.gov.ph.

14. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

a. you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with our terms;

b. you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations;

c. you will only use the Services on a device on which such use is authorized by the device's owner;

d. you will use the Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;

e. you are solely responsible for maintaining the confidentiality of the password or security codes provided to you and you may not claim against us for any loss or damages resulting from unauthorized use of your password or your failure to do so;

f. all information given to the Account or in relation with the registration of the Account is correct, complete, accurate and up-to-date; and

g. you will be solely responsible for payment of any taxes, duties, or other governmental levies, charges or fees, that may be imposed on the Services.

15. INDEMNITY

You agree to indemnify, defend and hold harmless Company, and our shareholders, subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties"), at your expense, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable legal fees and other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to (a) the hosting, operation, management and/or administration of the Services by or on behalf of us, (b) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, or (c) your use or misuse of the Services, or (e) your breach of any law or the rights of a third party.

16. SEVERABILITY

If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

17. GOVERNING LAW AND VENUE OF LITIGATION

These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of the Philippines without regard to conflict of law rules. Any dispute, controversy, claim or difference of any kind whatsoever arising out of or relating to these Terms of Service against or relating to us or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration in the Philippines. under the Arbitration Rules of the Philippine Dispute Resolution Center Rules (“Rules”) (which Rules are deemed to be incorporated by reference into this Agreement). There will be one (1) arbitrator, appointed in accordance with the Rules, and the language of the arbitration shall be English.

In the event that any law or regulation prohibits the application of the exclusive and binding arbitration above, the venue of all suits/disputes not otherwise permitted to be resolved in binding arbitration shall be at any location at the exclusive option of ShopeePay.

18. GENERAL PROVISIONS

18.1. We reserve all rights not expressly granted herein.

18.2. We may modify these Terms of Service at any time by posting the revised Terms of Service on this Platform. Your continued use of this Platform after such changes have been posted shall constitute your acceptance of such revised Terms of Service.

18.3. You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

18.4. Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you, 3P Merchants and us, nor does it authorize you to incur any costs or liabilities on our behalf.

18.5. Our failure at any time or times to require performance of any provision hereof shall in no manner affect our right at a later time to enforce the same unless the same is waived in writing.

18.6. These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for our affiliates and subsidiaries (and each of Company's and our affiliates' and subsidiaries' respective successors and assigns).

18.7. The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Facilty and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section 21.7 it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

18.8. You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and the Anti-Graft and Corrupt Practices Act, The Revised Penal Code, Code of Conduct of Government Officials and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

18.9. Any translation of these Terms of Service and any other policies referenced herein are provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English language.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “REGISTER NOW” BUTTON OR ANY SIMILAR ACTION BELOW, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.

Effective: December 11, 2023