Terms & Conditions

Welcome to Magpie.

This Magpie Services Agreement (“Agreement”) is a legal agreement between Magpie, Inc. (“Magpie”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the Magpie Account page to receive certain payment processing, data, technology and analytics services, and other business services that may be offered by Magpie and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Section A: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services that Magpie may provide to you, including those that allow you to accept payments from purchasers of your goods or services or donors to your organization (your “Customers”). We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the “API”) and additional resources we make available to you on our website.

Before using the Services, you must register with Magpie and create an account (a “Magpie Account”).

Section A describes the process of registering for and using your Magpie Account.

Section B describes your use of the API and the Services.

Section C describes the Payment Processing Services, which are one type of Service provided by Magpie.

Section D describes proper handling, management, and use of data generated during your use of the Services, including your Customers’ data.

Section E describes your liability to Magpie for all losses connected with your Magpie Account, your agreement to resolve all disputes with Magpie by arbitration and not in a lawsuit, and other legal terms that apply to you.

2. Your Magpie Account

a. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the Philippines are eligible to apply for a Magpie Account to use the Services described in this Agreement. Magpie and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.

To register for a Magpie Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Magpie Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your Magpie Account will be available to you on a preliminary basis only, and we may terminate it at any time, for any reason with prior written notification to you.

If you use Payment Processing Services, your name (or the name used to identify you) and URL may appear on your Customers’ bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Processing Services to facilitate Transactions (as defined below) with your Customers. You may not use Payment Processing Services to send money to others, to conduct any personal transactions, or for any other purposes prohibited by this Agreement.

b. Business Representative: You and your Representative individually affirm to Magpie that (i) your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Magpie, neither you nor your Representative may register or attempt to register for a Magpie Account on behalf of a user Magpie previously terminated from use of the Services.

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.

c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess your financial condition and the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. If you use Payment Processing Services, we may also request that you provide copies of financial statements, reporting and validating documentation that allows us to calculate outstanding credit exposure/risk of loss (for example, your refund and shipping policies, data on captured but unfulfilled charges, the time between charge capture and fulfillment of your Customer orders), or other records pertaining to your compliance with this Agreement. We may also require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your Magpie Account. Magpie shall be responsible for the data, assessment results, records, material, information obtained from you and for any breach, leak, misinformation arising out of Magpie’s handling of such.

You authorize us through a written consent, to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Magpie Account. Magpie may periodically update this information as part of our underwriting criteria and risk analysis procedures.

d. Changes to Your Business, Keeping your Magpie Account Current: You agree to keep the information in your Magpie Account current. You must promptly update your Magpie Account with any material changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Magpie Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.

3. Your Relationship with Your Customers

You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Magpie is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.

Magpie provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

4. Fees and Fines

Magpie will provide the Services to you at the rates and for the fees (“Fees”) described on the Pricing page, linked here and incorporated into this Agreement. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Magpie Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Magpie Account on you or Magpie by Magpie or any Payment Method Provider or Payment Method Acquirer (each as defined in Section C) resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Payment Method Provider’s rules and regulations.

You are also obligated to pay all taxes, customs, duties, fees and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods and services tax, provincial sales tax and/or, harmonized sales tax, and/or withholding tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us. In the event you use the Services to make payments or payouts to any third party (including any other Magpie user or any third party who is not a Magpie user), you agree that you are responsible for determining what Taxes, if any, apply to those payments or payouts, and for assessing, collecting, reporting, and remitting applicable Taxes as required by Laws in all relevant jurisdictions. You agree Magpie is not responsible for assessing, collecting, reporting, or remitting any Taxes on Services provided under this Agreement and/or on any payments or payouts you make to any third party through the Services.

5. Services and Magpie Account Support

We will provide you with support to resolve general issues relating to your Magpie Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Magpie’s support pages, API documentation, and other pages on our website at https://developer.magpie.im (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.

You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.

6. Taxes and Other Expenses

Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority and provide you with the applicable tax withheld documents acceptable to and required by tax authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs.

We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, pursuant to applicable Law (including the National Internal Revenue Code), we may be required to file periodic informational return with taxing authorities in relation to your use of the Services. If you use Payment Processing Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Bureau of Internal Revenue. We also may, but are not obliged to, electronically send you tax-related information.

7. Service Requirements, Limitations and Restrictions

a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

b. Restricted Businesses and Activities: You may not use the Services to enable any person (including you) to benefit from any activities Magpie has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

Please review the list of Restricted Businesses thoroughly before registering for and opening a Magpie Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Business List at any time.

c. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Magpie systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.

8. Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with Magpie; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, Magpie, or others to risks unacceptable to Magpie. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Magpie Account, your Customers, and Transactions made through your use of the Services.

9. Disclosures and Notices; Electronic Signature Consent

a. Consent to Electronic Disclosures and Notices: By registering for a Magpie Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Magpie (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

b. Methods of Delivery: You agree that Magpie can provide Notices regarding the Services to you through our website or through the Dashboard, or by mailing Notices to the email or physical addresses identified in your Magpie Account. Notices may include notifications about your Magpie Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

c. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your Magpie Account (such as through two-step verification), and to provide you with other critical information about your Magpie Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important Security Controls (as defined below) on your Magpie Account and may increase the risk of loss to your business.

d. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.

e. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Magpie Account.

10. Termination

a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Magpie. You may terminate this Agreement by closing your Magpie Account at any time by selecting “close my account” in the Dashboard and ceasing to use the Service. If you use the Services again or register for another Magpie Account, you are consenting to this Agreement. We may terminate this Agreement or close your Magpie Account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of a Payment Method) by providing you Notice. We may suspend your Magpie Account and your ability to access funds in your Magpie Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Magpie Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, Payment Method Provider or Payment Method Acquirer requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement. A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept its Payment Method, at any time and for any reason, in which case you will no longer be able to accept the Payment Method under this Agreement.

b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all Magpie and payment network logos from your website (unless permitted under a separate license with the payment network). Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with Section C.

In addition, upon termination you understand and agree that (i) all licenses granted to you by Magpie under this Agreement will end; (ii) subject to Section D.5, upon termination, Magpie shall disembark all of your information and account data stored on our servers and delete after handing such over to you ; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination provided that Magpie is not in any way at fault or negligent, whether such fault or negligence is direct or indirect.

Section B: Magpie Technology

1. API and Dashboard

Magpie has developed and provides access to the API that may be used to access the Services. You may use the API solely as described in the Documentation to use the Services on websites and through the applications identified in your Magpie Account. You may manage your Magpie Account, connect with other service providers, and enable additional features through the Magpie Dashboard.

You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the API and Documentation from time to time and may add or remove functionality. We will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Services with minimal interruption.

We will make publishable and secret API keys for live and test Transactions available to you through the Dashboard. Publishable keys identify Transactions with your Customers, and secret keys permit any API call to your Magpie Account. You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your Magpie Account and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We provide more details on proper use of publishable and secret API keys in the Documentation. Information on securing your Magpie Account is available in Section D.

2. Ownership of Magpie intellectual property (IP)

As between you and Magpie, Magpie and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, “Magpie IP”) or any copies thereof. Magpie IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in Magpie IP not expressly granted to you in this Agreement are reserved.

You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Magpie has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

3. License

You are granted a nonexclusive and nontransferable license to electronically access and use the Magpie IP only in the manner described in this Agreement. Magpie does not sell to you, and you do not have the right to sublicense the Magpie IP. We may make updates to the Magpie IP or new Services available to you automatically as electronically published by Magpie, but we may require action on your part before you may use the Magpie IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). Magpie may revoke or terminate this license at any time if you use Magpie IP in a manner prohibited by this Agreement.

You may not: (i) claim or register ownership of Magpie IP on your behalf or on behalf of others; (ii) sublicense any rights in Magpie IP granted by us; (iii) import or export any Magpie IP to a person or country in violation of any country’s export control Laws; (iv) use Magpie IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

4. Magpie Marks; References to Our Relationship

We may make certain Magpie logos or marks (“Magpie Marks”) available for use by you and other users to allow you to identify Magpie as a service provider. To use Magpie Marks, you must first agree to the Magpie Marks Usage Agreement. Magpie may limit or revoke your ability to use Magpie Marks at any time. You may never use any Magpie Marks or Magpie IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.

During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a Magpie user with prior written consent. If you do not want us to identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and Magpie. Upon termination of your Magpie Account, both you and Magpie will remove any public references to our relationship from our respective websites.

5. Content

You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your Magpie Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse Magpie for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.

Section C: Payment Processing Services

1. Payment Processing Services Overview

Magpie works with various Magpie affiliates, Payment Method Providers and Payment Method Acquirers to provide you with access to the Payment Methods and Payment Processing Services. Where the Payment Processing Services enable you to submit Charges (as defined below), we may limit or refuse to process Charges for any Restricted Businesses, or for Charges submitted in violation of this Agreement.

Your use of a Payment Method may be subject to separate terms applicable to the Payment Method. For example, Visa and Mastercard may require you to enter into an agreement with the Payment Method Acquirer for Visa and Mastercard Transactions. The Payment Method Acquirers for Visa and Mastercard Transactions is NomuPay E-Money Philippines Inc.. By using the Payment Processing Services to submit Visa or Mastercard Charges, you agree to all terms and conditions set forth in their websites and additional terms they set forth.

The following terms used in this Agreement relate to your use of Payment Processing Services:

“Charge” means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction.

“Dispute” means an instruction initiated by a Customer for the return of funds for an existing Charge (including a chargeback or dispute on a payment card network; and disputes on the interbank networks such as Instapay and PesoNet).

“Fine” means any fines, levies, or other charges imposed by us, a Payment Method Provider or a Payment Method Acquirer, caused by your violation of Laws or this Agreement, or as permitted by the applicable Payment Method Rules.

“Payment Method Rules” means the guidelines, bylaws, rules, and regulations imposed by the Payment Method Providers and Payment Method Acquirers that operate Payment Methods supported by Magpie (including the payment card network operating rules (“Network Rules”) for the Visa, Mastercard, and JCB networks; and the rules applying to Instapay and PesoNet).

“Payment Method” means a type of payment method that Magpie accepts as part of the Payment Processing Services, such as credit card, debit card, and interbank networks (Instapay and PesoNet).

“Payment Method Acquirer” means a financial institution that is authorized by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from Customers on behalf of the Payment Method Provider, and routing these Charges to the Payment Method Provider.

“Payment Method Provider” means the provider of a Payment Method, such as Visa, Mastercard, and JCB.

“Payment Processing Services” are Services that you may use to accept payments from your Customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.

“Refund” means an instruction initiated by you to return funds to a Customer for an existing Charge.

“Return” means an instruction initiated by you, a Customer, a Payment Method Provider or a Payment Method Acquirer to return funds unrelated to an existing Charge.

“Reversal” means an instruction initiated by a Payment Method Provider, a Payment Method Acquirer or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Payment Method Provider or a Payment Method Acquirer; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of the applicable Payment Method Rules, or where submission of the Charge or your use of Payment Processing Services violates this Agreement.

2. Registering for Use of Payment Processing Services

When you register for a Magpie Account, you may be asked for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your Magpie Account. Throughout the term of this Agreement, we may share information about your Magpie Account with Payment Method Providers and Payment Method Acquirers in order to verify your eligibility to use the Payment Processing Services, establish any necessary accounts or credit with Payment Method Providers and Payment Method Acquirers, monitor Charges and other activity, and conduct risk management and compliance reviews. We may also share your Data (as that term is defined below) with Payment Method Providers and Payment Method Acquirers for the purpose of facilitating the compliance of Magpie, the Payment Method Providers, and the Payment Method Acquirers with applicable Laws and Payment Method Rules. We will review and may conduct further intermittent reviews of your Magpie Account information to determine that you are eligible to use the Payment Processing Services. Magpie’s use of the information you provide to us under this Agreement is described in more detail in Section D. Magpie shall be responsible for the data, assessment results, records, material, information obtained from you and for any breach, leak, misinformation arising out of Magpie’s handling, transfer and sharing of such.

Magpie is not a bank and we do not accept deposits, provide loans or extend credit. If you accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a “Preorder”), we may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by us for a Preorder. If you would like to receive payment for a Preorder, please contact us before doing so.

3. Processing Transactions; Disputes, Refunds, Reversals

You may only submit Charges through the Payment Processing Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct us, our affiliates, the Payment Method Providers and Payment Method Acquirers to receive and settle any payment processing proceeds owed to you through the Payment Processing Services. You may not, other than as required by the Financial Services Terms or Payment Terms (each as defined below), grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Payout Account (as defined below). You appoint Magpie as your agents for the limited purpose of directing, receiving, holding and settling such proceeds. You agree that Magpie’s receipt of such proceeds satisfies the relevant end-customer’s obligations to make payments to you. We will promptly update your Magpie Account balance to reflect any such proceeds that we receive on your behalf.

Except where Magpie and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Processing Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. Magpie shall not be responsible for and liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws in accordance with the separate agreement we have with Payment Method Acquirer or Payment Method Provider.

You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing only if Magpie, its Payment Method Provider and/or Payment Method Acquirer are not in any way at fault or negligent, whether such fault or negligence is direct or indirect. We may decline to act upon a Refund instruction, or delay execution of the instruction, if: (i) it would cause your Magpie Account balance to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Charge that is the subject of the Refund instruction). In such case, Magpie shall provide a Notice to you for action as applicable.

In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the API or the Dashboard. We may request additional information to provide to Payment Method Providers and Payment Method Acquirers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Payment Method Providers and Payment Method Acquirers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, your Magpie Account will, subject to our exercise of our rights under Section C.9 below, be credited with the funds associated with the Charge that is the subject of the Dispute (or a portion thereof). You may not submit a new Charge which duplicates a Transaction that is subject to a Dispute.

Please keep in mind that, as explained in Section D.3, you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you provided that there is no data breach, information mishandling or leak on our part. Magpie does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product.

A Reversal for a Charge may be issued if the Charge is made without the account owner’s authorization or in connection with a Restricted Business, violates the applicable Payment Method Rules, or for other applicable reasons. If a Reversal is issued, we will provide you Notice and a description of the cause of the Reversal.

4. Responsibilities and Disclosures to Your Customers

It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the Payment Processing Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that Magpie and its affiliates process Transactions (including payment Transactions) for you. You also agree to maintain and make available to your Customers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.

The Payment Processing Services may include functionality that enables you to receive recurring or subscription payments from your Customers, and to issue invoices to your Customers. If you use the Payment Processing Services to submit recurring or subscription Charges, you agree to comply with applicable Laws and Payment Method Rules, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription. If you use the Payment Processing Services to issue invoices to your Customers, you understand and agree that it is your responsibility to ensure that the form and content of the invoices comply with applicable Laws, and are sufficient to achieve any legal or tax effect that you are trying to achieve.

If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair, deceptive, or abusive acts or practices.

5. Payment Terms and Financial Services Terms

Your use of the Payment Processing Services may be subject to additional terms that apply between you and one or more of Magpie, a Magpie affiliate, a Payment Method Provider, and a Payment Method Acquirer. When these additional terms relate to a specific Payment Method they are “Payment Terms”, and when they relate to specific Payment Processing Services they are “Financial Services Terms”. By using the Payment Processing Services, you agree to the applicable Payment Terms of each Payment Method Provider, and Financial Services Terms, including those that separately bind you with our affiliates, Payment Method Providers and/or Payment Method Acquirers. Additionally, a Payment Method Provider may enforce the terms of this Agreement directly against you.

We may add or remove Payment Method Providers and Payment Method Acquirers at any time with prior Notice to you. The Payment Terms and Financial Services Terms may also be amended from time to time. Your continuing use of the Payment Processing Services constitutes your consent and agreement to such additions, removals and amendments.

6. Specific Payment Methods

a. Payment Cards: When accepting card payments, you must comply with all applicable Network Rules, including the Visa Rules and Regulations specified by Visa U.S.A., Inc. and Visa International (“Visa”), the Mastercard Rules specified by MasterCard International Incorporated (“Mastercard”), and JCB rules and regulations. Collectively, Visa, Mastercard, and JCB are referred to in this Agreement as the “Networks”.

In addition, certain Networks may require that you enter into a direct contractual relationship the Payment Method Acquirer Transactions processed through the applicable Network. NomuPay E-Money Philippines Inc. is the Payment Method Acquirer for Visa, Mastercard Transactions, and JCB Transactions, and your direct relationship with NomuPay E-Money Philippines Inc. is described by their own terms and conditions in Section F.

The Network Rules state that you may only accept payments using payment cards for bona fide legal commercial transactions between you and your Customers for goods or services that are free of liens, claims, and encumbrances. You may only use payment network trademarks or service marks consistent with the Network Rules, and the Network Rules also limit your ability to discriminate by card type or charge surcharges for acceptance of payment cards.

The Networks may amend the Network Rules at any time without notice to you, and Magpie reserves the right to change the Payment Processing Services at any time to comply with the Network Rules. We may share with the Networks (and the Payment Method Acquirer) information you provide to us that we use to identify the nature of your products or services, including the assignment of your business activities to a particular payment network merchant category code (MCC).

Customers typically raise payment card network Disputes (also known as “chargebacks”) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorize the Charge. High Dispute rates (typically those exceeding 1%) may result in your inability to use the Payment Processing Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.

When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit card, unless required by Laws, (ii) initiating a Refund more than five calendar days after issuing a credit to your Customer, (iii) accepting cash, its equivalent, or any other item of value for a Refund, (iv) acting as a payment facilitator, intermediary or aggregator, or otherwise reselling Payment Processing Services on behalf of others, (v) submitting what you believe or know to be a fraudulent Charge or a Charge that has not been authorized by the cardholder, (vi) submitting a Charge where the Transaction has not been completed or the goods or services have not been shipped or provided (except where the cardholder has paid a partial or full prepayment or the cardholder’s consent is obtained for a recurring transaction), (vii) splitting Transactions into multiple Charges unless certain criteria are met, or (vii) using Payment Processing Services in a manner that is an abuse of the payment card networks or a violation of the Network Rules.

If you misuse the Payment Processing Services for payment card Transactions or engage in activity the Networks identify as damaging to their brand, or if we are required to do so by the Network Rules, we may submit information about you, Representatives, your beneficial owners and principals, and other individuals associated with your Magpie Account, to the MATCH terminated merchant listing maintained by Mastercard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself after a Notice is served, and you waive your rights to bring any direct claims against us that result from such reporting. Our reporting of information under this paragraph is separate from any other right that we may exercise under this Agreement, and we may separately terminate this Agreement or suspend your Magpie Account due to the misuse or damaging activity that caused us to make the report.

If you engage a third-party processor to create and deliver a payment card transaction directly to the payment card network, then you may be able to specify that the transaction will be cleared and settled by Magpie via our Payment Processing Services. If you intend to make use of this service with respect to the Magpie Payment Processing Services, you first must contact us. If you engage a third party to deliver this service, and you are permitted to designate Magpie in this manner, then you take the risk of the third party properly delivering the transaction to the payment card network. You understand and agree that Magpie will only clear and settle to you funds for transactions that are actually received by the payment card network. You further assume responsibility for any failure by such third party to comply with the applicable Network Rules.

b. Automated Clearinghouses (ACH): The ACH networks Instapay and PesoNet is controlled and managed by the Philippine Payments Management Inc. (PPMI) and its member organizations. Where submitting Charges over the ACH network, you are required to comply with PPMI operating rules. PPMI may amend their rules at any time, and we may amend this Agreement or make changes to the Payment Processing Services as necessary to comply with PPMI rules.

You agree to obtain your Customer’s consent to debit or credit their bank account and initiate a Charge over the ACH network. Such consent must be in a form and manner that complies with PPMI operating rules. As with other Payment Processing Services, you may not, and may not attempt to send or receive funds to or from a person, entity, or state where such Transactions are prohibited by applicable Law. You also agree to maintain the security and integrity of all information you collect as part of an ACH Transaction.

Any Disputes or unauthorized Charges using the ACH network may result in you becoming unable to accept ACH payments.

c. Electronic Wallets. Magpie processes payments for the electronic wallets GCash (owned by Mynt Financial), Paymaya (owned by PayMaya Philippines Inc.), and Payment Method Providers aggregated by Asia United Bank (including but not limited to Alipay, WeChat Pay, China UnionPay, Kakao, Liquid Pay Xnap, Grabpay, HelloMoney, Home Credit Pay, Shopee Pay). Where submitting Charges over these networks, you are required to comply with each of the Payment Method Providers’ operating rules. Electronic wallets may amend their rules at any time, and we may amend this Agreement or make changes to the Payment Processing Services as necessary to comply with the Payment Method Providers rules.

c. Direct merchant conversion or enrollment. If your transaction volume for each of the Payment Method Providers exceeds a threshold amount set by the Payment Method Providers, or if the Payment Method Provider finds it necessary for whatever reason, your merchant account may be converted into a direct merchant with an agreement with the Payment Method Provider.

In the event of such conversion, your relationship with Magpie will not be otherwise affected, and Magpie will continue to process your Transactions in accordance with the direct merchant agreement of the Payment Method Provider.

7. Settlement and Payout Schedule

a. Your Payout Account: Magpie will, with its banking and e-wallet partners, arrange to settle funds to the bank or other financial institution account that you designate (your “Payout Account”). You affirm that you are authorized to initiate settlements to and debits from the Payout Account, and that the Payout Account is owned by you, titled in your legal or trade name, and administered and managed by a financial institution located in the Philippines. If you update your Payout Account (including via the Dashboard) then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.

b. Settlement to Your Payout Account: A positive balance in your Magpie Account will result in settlement to your Payout Account and a negative balance in your Magpie Account will result in a deduction, set-off and/or debit of the amounts owed in accordance with Section C.9 below. We may reduce the amount settled to your Payout Account by the amount of Fees, Fines, and amounts owed to us for any reason which can be referenced to in the Dashboard where you will have access to. If a settlement or debit is processed via ACH, you acknowledge that the Instapay and PesoNet rules and fees will apply to the settlement or debit, and you agree to be bound by these rules.

c. Settlement to third party recipients: We may offer you the ability to have funds settled to another person (a “third party recipient”) as instructed by you to Magpie (including by transferring all or part of the positive balance in your Magpie Account to the Magpie Account of such third-party recipient), instead of settling funds to your Payout Account. If Magpie settles funds to a third-party recipient (or transfers all or part of the balance in your Magpie Account to the Magpie Account of a third party recipient) as instructed by you, you agree that this satisfies Magpie’s obligations (and any applicable Payment Method Provider’s and Payment Method Acquirer’s obligations) to settle funds to you, and we will promptly update your Magpie Account balance to reflect such settlement or transfer. If a settlement or debit is processed via ACH, you acknowledge that the Instapay and PesoNet rules and fees will apply to the settlement or debit, and you agree to be bound by these rules.

d. Payout Schedule: The term “Payout Schedule” refers to the time it takes for us to initiate settlement to your Payout Account. Your Payout Schedule is T+3. Magpie may require a holding period before making initial settlement to the Payout Account. After the initial settlement of funds, we will settle funds to the Payout Account according to the Payout Schedule; however, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding your Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected. Magpie shall use commercially reasonable efforts to achieve the same agreed Payout Schedule with its Payment Method Acquirer or Payment Method Provider.

We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold settlement to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Magpie Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.

All Payout received from Payment Card Networks and owing to you pursuant to this Agreement (the “Settlement Funds”) will be held by us until transferred to the Settlement Account. Such funds will not bear interest, charges or fees. Settlement will generally occur within ten (10) Business Days after you submit a transaction for processing. We will not be liable for any delays in receipt of Settlement Funds or errors in debit and credit entries caused by third parties, including any Payment Card Networks or financial institution, but excluding our service providers and affiliates.

We shall settle Card transactions based on gross sales, less credits/refunds, adjustments, applicable fees, Chargebacks, Fines and any other amounts that you owe us under this Agreement.

All deposits and credits (and other payments) to your Payout Account are subject to our final audit, Chargebacks and any Fines. You agree that we may debit/credit your Payout Account and/or Reserve Account for any deficiencies, overages, fees, pending Chargebacks and any pending Fines, without any deduction or setoff. We may elect to invoice you for any such amounts, net due thirty (30) days after the invoice date or on such earlier date as may be specified.

e. Incorrect Settlement: The information required for settlement will depend on the financial institution holding the Payout Account. Please make sure that any information about the Payout Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.

8. Refusals and Chargeback Transactions

Even if you have received an Authorization for a Transaction by or on behalf of the Card issuer, we may:

1. Refuse to credit your Settlement Account for any reason in our sole discretion,
2. deduct from any payment due to you the total amount of any Transaction, or
3. Chargeback to your Settlement Account, in whole or in part the amount of any Transaction in any circumstance permitted by the Payment Card Network Rules.

You are responsible for all fees, discounts, refusals and Chargebacks resulting from unsigned, unimprinted, manually keyed or unauthorized Transactions. The amount of any Chargeback and the costs we incur in collecting and processing any Chargeback are amounts that you must pay to us on demand and that are subject to Section 17 of this Agreement.

We will advise you of any Transaction that we have refused to pay or have charged back to you. At our option, we may do so after we have already refused to pay or charged back the Transaction.

In the event of a Chargeback, you may pursue any available remedies against the Cardholder. We are not obligated to resolve any disputes arising between you and the Cardholder.

Except for the Transactions that we have refused to credit to you, or which have been subject to a Chargeback, you must not receive payment in respect of a Transaction from any party except from us.

9. Clearing Funds and Reserves

All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”) with our banking partners. We will settle funds to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.

In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). We may impose a Reserve on you for any reason if we determine that the risk of loss to Magpie, Customers, or others associated with your Magpie Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers’ activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, or (iii) your Magpie Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Processing Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your Magpie Account, if required to do so by Payment Method Providers or Payment Method Acquirers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Processing Services, by debiting the Payout Account or another bank account associated with your Magpie Account, or by requesting funds directly from you.

To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.

9. Security Interests, Collection, and Set-Off Rights

b. Collection and Set-Off Rights: You agree to pay all amounts owed to us and to our affiliates on demand. Your failure to pay amounts owed to us or to our affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. Where possible, we will first attempt to collect or set-off amounts owed to us and to or affiliates from balances in your Magpie Accounts from your use of the Payment Processing Services or from funds that we hold in Reserve. However, we may collect any amounts you owe us under this Agreement by deducting or setting-off amounts that you owe from the Magpie account balance (or debiting the payout account for such Magpie account) for any Magpie account that we determine, acting reasonably, is associated with your Magpie Account. Similarly, we may deduct or set-off amounts from your Magpie Account balance (or debit your Payout Accounts) in order to collect amounts owed to us in relation to such associated Magpie accounts.

In certain circumstances, we may require a personal, parent or other guarantee (a “Guarantee”) from a user’s principal, owner, or other guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.

10. Reconciliation and Error Notification

The Dashboard contains details of Charges, Charge history, and other activity on your Magpie Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Processing Services with your records of Customer Transactions, and for identifying any errors. You agree to review your Magpie Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by Magpie or a Payment Method Provider, and, when appropriate, Magpie shall endeavor to rectify them by crediting or debiting the Payout Account identified in the Dashboard. Magpie shall use commercially reasonable efforts to recover funds you have lost due to an error if such loss is in any way attributable to Magpie. For Transaction errors, we will work with you and our Payment Method Providers to correct a Transaction error in accordance with the applicable Payment Method Rules. If you fail to communicate an error to us for our review without undue delay and, in any event, within 60 days after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Payment Method Providers for any amounts associated with the error.

11. Dormant Accounts

If you leave any funds dormant in a Magpie Account and you do not give us instructions where to send them, we may be required by Law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by Law, we will provide you Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your Magpie Account to be abandoned, and will deliver them to the appropriate government authority.

Section D: Data Usage, Privacy, and Security

1. Data Usage Overview

Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to Magpie by you or your Customers, or received or accessed by you through your use of the Services:

“Payment Account Details” means the Payment Method account details for a Customer, and includes, with respect to credit and debit cards, the cardholder’s account number, card expiration date, and CVV2.

“Payment Data” means Payment Account Details, information communicated to or by Payment Method Provider or Payment Method Acquirer, financial information specifically regulated by Laws and Payment Method Rules, and any other information used with the Payment Processing Services to complete a Transaction.

“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.

“Magpie Data” means details of the API transactions over Magpie infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from Magpie or the Services.

“User Data” means information that describes your business and its operations, your products or services, and orders placed by Customers.

The term “Data” used without a modifier means all Personal Data, User Data, Payment Data, and Magpie Data.

Magpie processes, analyzes, and manages Data to: (a) provide Services to you, other Magpie users, and Customers; (b) mitigate fraud, financial loss, or other harm to users, Customers and Magpie; and (c) analyze, develop and improve our products, systems, and tools. Magpie provides Data to third-party service providers, including Payment Method Providers, Payment Method Acquirers, and their respective affiliates, as well as to Magpie’s affiliates, to allow us to provide Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to Magpie’s use of Data for the purposes and in a manner consistent with this Section D.

2. Data Protection and Privacy

a. Confidentiality: Magpie will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed or authorized by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to Customers unless it has received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Payment Method Rules.

Magpie shall restrict disclosure of confidential information to its personnel, representatives and permitted contractors or subcontractors (the “Representatives”) on a “need to know” basis only and in connection with the performance of this Agreement. Confidential information shall be handled with the same degree of care, which Magpie applies to its own confidential information but in no case less than the standard of reasonable care. Magpie shall make sure that it has duly executed a non-disclosure agreement with each of the Representatives.

Magpie undertakes that it shall be solely liable with you should the disclosure of confidential information by us or our Representatives, result to a violation of any applicable confidentiality and privacy laws. Magpie acknowledges that the value of your confidential information and the undertaking of Magpie in this Agreement is such that an award of damages may not adequately compensate you in the event of a breach of this Agreement by us. Mapie acknowledges that, without in any way compromising your right to seek damages or any other form of relief in the event of a breach of this Agreement, you may seek and obtain an ex-parte interlocutory or final injunction to prohibit or restrain Magpie or the Representatives from any breach or threatened breach of this section on Data Protection and Privacy.

“Confidential Information” shall include but not be limited to statistics, data, source codes, object codes, user manuals, programming manuals, modification manuals, flow charts, drawings, software listings, models, drafts and diagrams in all forms of storage or representation including but not limited to documents, loose notes, diaries, memoranda, drawings, photographs, electronic storage and computer printouts. Magpie acknowledges that the Confidential Information will not be deemed to be public knowledge solely by virtue of the fact that it is embraced by more general information which may have become public knowledge.

b. Privacy: Protection of Personal Data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to the terms of our Privacy Policy, which we may update from time to time.

You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to Magpie – or allow Magpie to collect, use, retain, and disclose – any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that Magpie processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Payment Method Rules, we may delete or disconnect a Customer’s Personal Data from your Magpie Account when requested to do so by the Customer.

If we become aware of an unauthorized acquisition, disclosure or loss of Customer Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Customer.

Magpie shall not transfer, give access to, or otherwise disclose your personal data to our subsidiaries, affiliates, subcontractors, service providers, partners, or any other person, without securing your prior written consent. For the purpose of securing your prior consent, Magpie shall furnish you with the following information: (i) identity of all processors, controllers, or recipients who will be given access to data; (ii) purpose of processing; (iii) description of category of personal data concerned; (iv) other reasonable information as would be required by you to apprise it of the extent of data sharing and manner of processing.

Where Magpie, pursuant to its obligations under this Agreement, processes your personal data, it shall: (i) ensure that only personal data necessary for the specified purpose for the processing in accordance with Magpie’s obligations under this Agreement are processed; (ii) adopt reasonable and appropriate organizational, physical, and technical measures to ensure that your personal data remain or is otherwise accurate and complete; (iii) take steps to correct, rectify, supplement, or destroy inaccurate or incomplete personal data, as soon as practicable upon your written request; (iv) provide you, as soon as practicable upon your written request, access to your personal data and other information related to its processing.

Magpie shall promptly notify you if we are requested or required by any court of competent jurisdiction, competent judicial, governmental or regulatory body or law enforcement authority, to disclose any of your personal data. To the extent allowed under relevant laws, regulations, and the order of the judicial, governmental or regulatory body or law enforcement authority, Magpie shall not disclose your personal data until you have had an opportunity to seek measures to protect your personal data.

Unless otherwise required by law, Magpie and all its data recipients shall not retain possession and/or control of your personal data after termination of this Agreement, after the end of provision of Services, or when you withdraw your consent pursuant to this Section on Data Protection and Privacy. In any of these instances, Magpie and all its data recipients shall, upon written request of you: (i) return, delete, or otherwise destroy all of your personal data in its possession and/or control in a secure manner as to prevent further processing, unauthorized access, or disclosure; and (ii) after returning, deleting, or destroying your personal data, provide you with written confirmation that they no longer possess and/or control any of your personal data.

Magpie shall also promptly notify you when we become aware of breach of any of our obligations under this Section. Magpie shall promptly notify you upon knowledge that a personal data breach has occurred; and in the case of a personal data breach involving sensitive personal information, such notification must be made not later than forty-eight hours (48 hours) of knowledge of such breach. Such notification shall include: (i) a detailed description of the nature of the breach; (ii) a detailed description of the personal data possibly involved or affected; (iii) measures taken, or proposed to be taken, to address the breach;

Magpie shall likewise provide other information which may be subsequently required by the National Privacy Commission.

c. PCI Compliance: If you use Payment Processing Services to accept payment card Transactions, you must comply with the Payment Card Industry Data Security Standards (“PCI-DSS”) and, if applicable to your business, the Payment Application Data Security Standards (PA-DSS) (collectively, the “PCI Standards”). The PCI Standards include requirements to maintain materials or records that contain payment card or Transaction data in a safe and secure manner with access limited to authorized personnel. Magpie provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant. The specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Payment Processing Services. You will promptly provide us, or any applicable Payment Method Provider or Payment Method Acquirer, with documentation demonstrating your compliance with the PCI Standards upon our request. If you are unable to provide documentation sufficient to satisfy us, the Payment Method Providers, or their Payment Method Acquirers, that you are compliant with the PCI Standards, then Magpie, and any applicable Payment Method Provider or Payment Method Acquirers, may access your business premises on reasonable notice to verify your compliance with the PCI Standards.

If you elect to store or hold “Account Data”, as defined by the PCI Standards (including Customer card account number or expiration date), you must maintain a system that is compliant with the PCI Standards. If you do not comply with the PCI Standards, or if we or any Payment Method Provider or Payment Method Acquirer are unable to verify your compliance with the PCI Standards, we may suspend your Magpie Account or terminate this Agreement. If you intend to use a third-party service provider to store or transmit Account Data, you must not share any data with the service provider until you verify that the third party holds sufficient certifications under the PCI Standards, and notify us of your intention to share Account Data with the service provider. Further, you agree to never store or hold any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2), at any time. You can find information about the PCI Standards on the PCI Council’s website (https://www.pcisecuritystandards.org/).

3. Security and Fraud Controls

a. Magpie’s Security: Magpie is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Payment Method Rules when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to Magpie with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Magpie Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from such actions.

Magpie shall provide timely assistance in the management of any actual or potential information security incident including but not limited to: (i) reporting information security events; (ii) reporting information security weaknesses and vulnerabilities; (iii) adequately responding to information security incidents and managing supply chain risks; (iv) providing recommendations and viable solutions; (v) communicating changes in its environment that may impact the Services.

In the event of any actual, probable or reasonably suspected breach of information security, or any unauthorized access to or acquisition, use, loss, destruction, compromise, alteration or disclosure of any information (each an “Information Security Breach”), Magpie shall: (i) notify you immediately of such breach which shall in no case be later than twenty-four (24) hours after identification the Security Breach; (ii) not provide any other notification or disclosure regarding the Security Breach to any other entity without your prior written consent, unless such disclosure is pursuant to a law, government issuance or court order, in which case Magpie shall consult you to prevent any notification or disclosure of any Confidential Information (as hereinafter defined) or personal data protected under applicable privacy laws); (iii) assist you in investigating, remedying and taking any other action that you deem necessary regarding the Information Security Breach and any dispute, inquiry or claim arising therefrom; (iv) follow all reasonable instructions provided by you in relation to the Information Security Breach; and (v) take any and all actions as may be necessary and/or desirable to prevent any future Information Security Breach.

b. Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Payment Method Rules when handling or maintaining User Data and Personal Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your Magpie Account or terminate this Agreement.

c. Security Controls: You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls (“Security Controls”) appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the Services, or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements.

d. Fraud Risk: While we may provide or suggest Security Controls, we cannot guarantee that you or Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by Magpie, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorized Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement Security Controls will only increase the risk of fraud. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, changes to your Payout Account, and any other unauthorized use or modification of your Magpie Account. Magpie is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your Magpie Account, unless such losses result from Magpie’s willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts provided that such losses are not in any way attributable to us.

We may also provide you with Data regarding the possibility or likelihood that a Transaction may be fraudulent. We may incorporate any subsequent action or inaction by you into our fraud model, for the purpose of identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data.

4. Provision of Payment Account Details upon Termination

For 30 days after termination of your Magpie Account, you may request in writing that we provide to an alternative payment services provider the Payment Account Details regarding Transactions between you and your Customers that you are entitled to receive. We may require you to provide evidence that the alternative payment services provider has appropriate systems and controls as a precondition to the provision of any Payment Account Details. In addition, for Payment Account Details regarding payment card transactions, the payment services provider must be a PCI-DSS Level 1-certified. Our obligation to comply with a request under this section is limited to the extent commercially reasonable, and we may delay or refuse any request if we believe the payment services provider you have identified does not have systems or controls in place that are sufficient to protect Payment Account Details, that the integrity of Payment Account Details may be compromised, or if Laws or Payment Method Rules prohibit us from providing the Payment Account Details.

Section E: Additional Legal Terms

1. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We will provide you with Notice of any changes through the Dashboard, via email, or through other reasonable means. If you are an existing Magpie user, the changes will come into effect 10 days after we post the changes to our website, and your use of the Services, API, or Data more than 10 days after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the “Last updated” date at the top of the Agreement.

2. Assignment

You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Magpie Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. Magpie may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

3. Right to Audit

If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities, and you must fully cooperate with any requests for information or assistance that the auditor makes to you as part of the security audit. The auditor will issue a report to us which we may share with our Payment Method Providers and Payment Methods Acquirers.

We agree to use reasonable endeavors to ensure that the conduct of our audit does not unreasonably disrupt your operations or delay the provision of the Services and that, where possible, audits are coordinated with you to minimize any disruption. We shall provide at least five (5) business days prior written notice to you and shall bear our own costs and expenses incurred in respect of such audit.

4. No Agency; Third-Party Services

Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Payment Method Provider. Each party to this Agreement, and each Payment Method Provider, is an independent contractor. Unless a Payment Method Provider expressly agrees, neither you nor we have the ability to bind a Payment Method Provider to any contract or obligation, and neither party will represent that you or we have such an ability.

We may reference or provide access to third-party services, products, and promotions that utilize, integrate, or provide ancillary services to the Services (“Third-Party Services”). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. You access and use any Third-Party Service based on your own evaluation and at your own risk. You understand that your use of any Third-Party Service is not governed by this Agreement. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy is no longer in effect. Your use of a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms of use and privacy policies.

5. Force Majeure

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement nor excuse us from liability for any concurring negligence or failure to exercise due diligence prior to, during and after any event to avoid or mitigate the loss or damage.

Magpie acknowledges to (i) give prompt written notice thereof, and (ii) takes all steps reasonably necessary to mitigate the effects of the Force Majeure event. Upon cessation of the Force Majeure event, you our us affected by the Force Majeure event shall immediately resume or perform its obligations under this agreement without need of demand.

6. Your Liability For Third-Party Claims Against Us

Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.

We agree to defend each party , our affiliates, and our respective employees, agents, and service providers (each a “ Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against you or us , and we agree to fully reimburse each party for any Claims that results from: (i) breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Refunds, Reversals, Returns, or any other liability that the other incurs that results from the use of the Services; (iii) your negligent or willful misconduct, or the negligent or willful misconduct of our respective employees, contractors, or agents; or (iv) contractual or other relationships between us and Customers.

Important Note for Sole Proprietors: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Refunds, Reversals, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.

7. Representations and Warranties

By accepting the terms of this Agreement, each party represents and warrants that:

You:

1. You are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement;
2. Any information you provide us about your business, products, or services is accurate and complete;
3. Any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction;
4. You will fulfill all of your obligations to Customers and will resolve all Disputes with them;
5. You will comply with all Laws applicable to your business and use of the Services;
6. Your employees, contractors and agents will at all times act consistently with the terms of this Agreement;
7. You will not use Payment Processing Services for personal, family or household purposes, for peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and
8. You will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

Us:

1. While this Agreement is in effect, we shall secure, at our own expense, all licenses and/or permits as are necessary or required by the Government, whether national or local, for or in connection with the performance and completion of the Services;
2. We shall discharge our obligations under this Agreement using personnel of required skills, experience, technical capability, expertise, competence and qualifications and with all due care and diligence including those required in accordance with best and prudent industry practice standards;
3. We have sufficient and adequate equipment, tools and other materials to pursue the business and carry out the Services, and it has the required technical knowledge, capability, experience and professional competence to undertake and perform the Services;
4. We have all rights, title and interest in and to the Services to allow you to access and use the Service as contemplated/intended by us under this Agreement.

8. No Warranties

WE PROVIDE THE SERVICES AND MAGPIE INTELLECTUAL PROPERTY “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY MAGPIE OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES – WHETHER FROM MAGPIE OR ANOTHER MAGPIE ENTITY, AND WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM A MAGPIE ENTITY TO YOU.

YOU AFFIRM THAT NO MAGPIE ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT PROCESSING SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO MAKE, OR WILL COMPLETE, ANY TRANSACTION.

THE MAGPIE ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT MAGPIE WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE MAGPIE ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

9. Limitation of Liability

Under no circumstances will any Magpie Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the Magpie Entities have been advised of the possibility of such damages. The Magpie Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Magpie Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The Magpie Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by the Magpie Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Magpie during the three-month period immediately preceding the event that gave rise to your claim for damages. The limitation of liability in the preceding sentence will not apply to claims by you against Magpie for failure to settle any payment processing proceeds received by Magpie or Magpie Payments Company and owed to you in connection with the Payment Processing Services; in the case of such a claim, you agree the Magpie Entities’ liability is limited to the amount of payment processing proceeds that Magpie or Magpie Payments Company has received and owes to you, but failed to settle to you, in connection with the Payment Processing Services.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

We provide the Services from facilities in the Philippines. We do not claim, and we cannot guarantee that Services we provide from the Philippines are or will be appropriate or available for any other location or jurisdiction, comply with the Laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.

10. Responding to Legal Process

Magpie may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We or any Payment Method Provider (including, where applicable, the Payment Method Acquirer for the Payment Method) may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. Magpie is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

Magpie however, shall promptly notify you if we are requested or required by any court of competent jurisdiction, competent judicial, governmental or regulatory body or law enforcement authority, to disclose any of your data. To the extent allowed under relevant laws, regulations, and the order of the judicial, governmental or regulatory body or law enforcement authority, Magpie shall not disclose your personal data until you have had an opportunity to seek measures to protect your own data.

11. Dispute Resolution; Agreement to Arbitrate

a. Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s intellectual property will be determined by arbitration under the laws of the Philippines.

b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

d. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

12. Entire Agreement

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Magpie for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Magpie, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

13. Cumulative Rights, Construction, Waiver

The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, in equity or under the Payment Method Rules. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

14. Survival

All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement for a period of _________ from the effectivity of the termination of this Agreement, including Sections A.3 (“Your Relationship with Your Customers”), A.6 (“Taxes and Other Expenses”), A.7 (“Service Requirements, Limitations and Restrictions”), A.8 (“Suspicion of Unauthorized or Illegal Use”), A.9 (“Disclosures and Notices; Electronic Signature Consent”), A.10.b (“Effects of Termination”), B.2 (“Ownership of Magpie IP”), C.6 (“Specific Payment Methods”), C.7 (“Settlement and Payout Schedule”), C.8 (“Clearing Funds and Reserves”), C.9 (“Security Interests, Collection, and Set-Off Rights”), C.10 (“Reconciliation and Error Notification”), C.11 (“Dormant Accounts”), D.3 (“Security and Fraud Controls”), D.5 (“Provision of Payment Account Details upon Termination”), E.4 (“No Agency; Third-Party Services”), E.5 (“Force Majeure”), E.6 (“Your Liability for Third-Party Claims Against Us”), E.7 (“Representations and Warranties”), E.8 (“No Warranties”), E.9 (“Limitation of Liability”), E.10 (“Responding to Legal Process”), E.11 (“Dispute Resolution; Agreement to Arbitrate”), E.12 (“Entire Agreement”), E.13 (“Cumulative Rights, Construction, Waiver”) and E.14 (“Survival”); and any related terms in the Agreement.

Privacy

Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full and agree with the terms of our Privacy Policy (to be provided separately) linked to and incorporated into this Agreement by reference, which contains your consent to our collection, use, retention by our third party service providers, and disclosure of personal information as well as other matters set forth therein and which explains how and for what purposes we collect, use, retain, disclose and safeguard the information you provide to us.

You also acknowledge that we are required to report your business name and the name of your principals to the Match™ listing maintained by MasterCard and accessed and updated by American Express, VMAS database upheld by Visa or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Network Rules.

During the course of this Agreement we reserve the right to place any terminated merchant in a terminated merchant file established by the Card Networks for termination with due cause. You specifically consent to the fulfillment of the obligations related to the listing by us and to the listing itself and you waive and hold harmless Magpie from all claims and liabilities you may have as a result of such reporting.

Magpie will at all times comply with the provisions of applicable data protection law. If Magpie processes any personal data on your behalf when performing its obligations under this Agreement, Magpie and you both agree that it is intended that you shall be the data controller and we shall be the data intermediary in relation to that data. We shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you to us from time to time and not for any other purpose. This will include having appropriate technical and organizational measures to protect the personal data that is processed. As data intermediary, Magpie is entitled to appoint sub-processors for parts of its processing of personal data.

We will notify you (within a reasonable time frame) and seek your written consent if we receive a request from a person to have access to that person’ s personal data, a complaint or request relating to your obligations under applicable data protection legislation, or any other communication relating directly to the processing of any personal data in connection with this Agreement.

Magpie will provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, complying with any data subject access, rectification or deletion requests (within the relevant timescales set out in applicable data protection legislation) and providing you with any personal data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).

You acknowledge that Magpie is reliant on you for direction as to the extent to which we are entitled to use and process the personal data you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.

Privacy of Others

You represent to Magpie that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to Magpie, or allow Magpie to collect, use, retain and disclose any Cardholder Data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means, and that Magpie will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service.

As between you and Magpie, you are solely responsible for disclosing to your customers that Magpie is processing credit card transactions for you and obtaining Data from such customers. Magpie will provide some or all of the Service from systems located countries outside of the Philippines. As such, it is your obligation to disclose to your customers that Cardholder Data may be transferred, processed and stored outside of the Philippines and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable law.

If you receive information about others, including Cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the Service.

You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by your customer under the Service.

Restricted Use

You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services and consumer protection). In addition to any other requirements or restrictions set forth in this Agreement, you shall not:

• use the credit available on any Card to provide cash advances to Cardholders;
• submit any card transaction for processing that does not arise from your sale of goods or service to your customer;
• (act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party,
• (send what you believe to be potentially fraudulent authorizations or a fraudulent card transaction, or
• use the Service in a manner that one or more of the Card Networks or any other payment processor reasonably believes to be an abuse of the Card Network or a violation of Network Rules.

You also agree not to, nor to permit any third party to, do any of the following:

• access or attempt to access Magpie systems, programs or data that are not made available for public use;
• copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from Magpie;
• permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement;
• transfer any rights granted to you under this Agreement;
• work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly permitted by any applicable law;
• perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or
• otherwise use the Service except as expressly allowed under this section.

Suspicion of Unauthorized or Illegal Use

We reserve the right to not authorize or settle any transaction you submit that we believe is in violation of this Agreement or of applicable law, or exposes you, other Magpie users, the Designated Bank, or Magpie to harm, including but not limited to fraud or other criminal acts. You hereby authorize us to share information with law enforcement about you, your transactions, or your use of the Service if we reasonably suspect that your Magpie Account has been used for an unauthorized, illegal, or criminal purpose.

Card Network Rules

The Card Networks have established guidelines, bylaws, rules, and/or regulations (#Network Rules”). You are required to comply with all applicable Network Rules that are applicable to merchants and which are publicly available or are provided to you by us.

You can review portions of the Network rules at Visa and MasterCard, and other applicable Card Networks websites. The Networks reserve the right to amend the Network Rules. Magpie reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.

You will be deemed to have accepted the changes unless you notify us to the contrary in writing to Magpie!s email address as set out above before the proposed date of the change and you have the right to terminate this Agreement immediately and without charge before that date.

Disclosures and Notices

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

References to Our Relationship

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

Privacy Policy

Welcome to Magpie!

Magpie.IM Inc. (#Magpie”, #we”, #our” or #us”) expects its employees, including those of its subsidiaries worldwide, as well as any third parties with whom Magpie does business, to maintain the highest standards of ethics and compliance with applicable laws and rules.

Magpie is committed to the highest standards of privacy and data protection compliance and expects all its employees and management to adhere to these standards.

Magpie is bound by the Data Privacy of 2012 Act 2012 (#DPA”) of the Republic of the Philippines and the regulations promulgated thereunder (as may be amended from time to time). Magpie adheres to the DPA and acts in accordance with this Privacy Policy where the information collected in the circumstances as set out in this Privacy Policy amounts to #Personal Data” under the DPA.

Magpie operates an online payments platform that allows us to act as a technology service provider to facilitate merchants and vendors to accept and process credit card, debit card and other types of card payments in exchange for goods and services (#Merchants”). Our services comprise all software and services that we offer, including the Magpie Checkout form that may be made available on a Merchant!s website, and other services that we offer through our website when you register for a Magpie account (collectively referred to as the #Services”).

We understand that privacy is important to our online visitors and users. We respect your privacy and will take all reasonable steps to safeguard and protect your information as if it were our own.

This Privacy Policy will help you understand what Personal Data Magpie collects; how it collects, holds, uses, processes, transfers and discloses that information; and the purposes of collection, use and disclosure.

Personal Data

The term #Personal Data”, refers to any information whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly and certainly identify an individual.

This Privacy Policy will help you understand the following:

• What does this Privacy Policy apply to?
• Collection and Use of your Personal Data
• Cookies and Web Server Logs
• Sharing and Disclosure of your Personal Data
• Retention of your Personal Data
• Protection of Personal Data
• Changes to this Policy
• Access, Correction and Complaints — Contact Us

Please also review, if applicable, your agreement with Magpie, including our Terms of Service that shall govern in the event of any inconsistency with this Privacy Policy.

What does this Privacy Policy apply to?

This Policy applies to Personal Data collected through the magpie.im website, including all subpages and successor pages (collectively referred to as the #Website”), and also applies to all Personal Data collected in the course of the Services that we offer.

This Policy does not apply in respect of Personal Data provided to any website, product or service of any third-party company even if the website links to (or from) our Website. Please always review the privacy practices of any third-party website or company before deciding whether to provide any information.

By using our Website or Services, you are accepting the practices described in this Policy. If you do not agree with this Policy, please delete all cookies from your browser cache after visiting our Website and do not visit or use our Website or Services. Your continued use of our Website or Services will signify your acceptance of this Policy.

Collection and Use of your Personal Data

We collect Personal Data from our Merchants and our Merchant!s customers (#Checkout Users”) in order to enable us to provide our Services.

Broadly speaking, we collect information in three ways: (1) when you provide it directly to us,

(2) when we obtain verification information about you or your company through trusted third parties (e.g. banks, credit bureaus), and (3) passively through technology such as

#cookies” (cookie collection is described below in the Section titled #Cookies and Web Server Logs”.

The types of Personal Data that we collect and our use of that Personal Data will depend on whether you are a Checkout User or Merchant.

Checkout Users

Checkout enables Merchants to collect payment information from Checkout Users for a number of payment methods. When you use a Merchant!s website to make a purchase, the Merchant will collect your Personal Data and provide it to us. This Personal Data includes your payment card information, your email address, your mobile phone number, and billing and shipping address. We will use this Personal Data as part of the payment processing process. When you use Magpie Checkout on a Merchant!s website to store your payment credentials, we will use the Personal Data disclosed to us by the Merchant to complete purchases that you choose to make on other websites or applications that also use Magpie Checkout, but only with your permission. Checkout Users can view our Privacy Policy via a hyperlink and are asked to confirm that their Personal Data be remembered.

This Personal Data described above will be shared and disclosed only as described below in the Section titled #Sharing and Disclosure of Personal Data”.

Merchants

When you visit our Website, you have the ability to conduct a limited number of live #test” transactions and experience our Services working without registering for a Magpie live account. To monitor these test transactions, we collect your IP address, information about your computer, and other standard web log information. We also collect any Personal Data and credit card information that you provide to conduct the test transactions. We will not use this information to target any advertisements to you.

To gain full access to our Website and Services, you must register for a Magpie live account. When you register for an account, we collect the Personal Data you provide, such as the following:

• Your name, company name, location, email address, phone number, and account password, to set up your account
• Your business and personal tax, or other government-issued identification numbers, as well as your date of birth, to verify your identity for underwriting purposes
• Your bank account information, to settle funds for your transactions
• Your IP addresses, devices, and locations used to access Magpie, which will be linked to your account for fraud detection/prevention purposes

If you elect to not provide Personal Data in optional fields it may limit your ability to use our Services. We may retrieve additional Personal Data about you from third parties and other

identification/verification services such as credit bureaus. In addition, we may collect Personal Data from you in other ways including emails, surveys, and other forms of communication.

Once you begin using our Services through your Magpie account, we will keep records of your transactions and collect information of your other activities related to our Services.

This Personal Data described above will be shared and disclosed only as described below in the Section titled #Sharing and Disclosure of Personal Data”.

Website Visitors

To simply browse our Website, you are not required to provide any Personal Data. However, we may gather non-personally-identifiable information, as described directly above, solely for the purposes of monitoring and improving our Website and Services. We will not share this information with third parties or use it to target any advertisements to you.

Our Website and Services are directed to the general public. We do not knowingly collect information from children under 15 years of age or have any reasonable grounds for believing that children under the age of 15 are accessing our Website or using our Services. If we learn that we have inadvertently collected Personal Data from a child under age 15, we will delete that information as quickly as possible. If you believe that we might have any information from a child under age 15, please contact us at privacy@magpie.im.

Cookies and Web Server Logs

#Cookies” are a feature of web browser software that allows web servers to recognize the computer used to access a website. Cookies can remember what information a computer accessed on one web page to streamline activities on related web pages and to make the online experience easier and more personalized. Log files are used to monitor, measure, analyze, improve, and troubleshoot our Services.

We use #cookies” and other technologies to collect non-personally-identifiable information from our Website and from other websites that use our Services. Where you request that your payment credentials be remembered by our checkout system, the cookies will also collect Personal Data about you. Information gathered through cookies and web-server log files may include information such as the date and time of visits, the pages viewed, IP addresses, links to/from any page, and time spent at our site.

We use cookie data to measure web traffic and usage activity on our Website for purposes of monitoring, troubleshooting and improving our Website and Services, to look for possible fraudulent activity, and to better understand the sources of traffic and transactions on our Website and the websites of Merchants that use our Services. Cookies also allow our servers to remember your account information for future visits and to provide personalized and

streamlined information across related pages on our Website and also across other websites or applications that use our Services. You can choose to disable cookies for our Website but this may limit your ability to use our Website and Services.

Marketing and Cookies Opt-Out

Where your consent has been obtained, we may occasionally email you with information about offers or new services. If you do not wish to receive this marketing material then please email privacy@magpie.im. You can also opt out of these email communications by replying with unsubscribe in the subject line, or via an unsubscribe link included in such communications. However, you will continue to receive certain email communications related to your account and your relationship with Magpie.

If you wish to opt out of having cookies set on your browser, the only way to ensure that this happens is to manage the settings on your web browser to delete all cookies and disallow further acceptance of cookies. Note that disabling cookies on your browser prevents Magpie from tracking your activities in relation to our Website and Services. However, it may also disable many of the features available through our Websites and Services and some aspects of our Services may not work properly if you do so. For more information, refer to your browser!s technical information. You may also consider visiting aboutcookies.org, which provides helpful information about cookies.

In order to understand and improve the effectiveness of our advertising, we may also use web beacons, cookies, and other technology to identify the fact that you have visited our Website or seen one of our advertisements, and we may provide that information to one or more third party advertising networks. The information we provide may include the time and date of your visit to our Website, pages viewed, links clicked and other non-personally identifying information. Those advertising networks may recognize the web beacon or cookie associated with your visit to our Website when you visit other websites on which they serve advertising, and they may make decisions about the advertisements you see based on it. We may choose to work with Google AdWords, Doubleclick, AdRoll or other advertising networks. Each of these companies has its own privacy policy, which we encourage you to review. For more information about advertising and tracking online, visit the Network Advertising Initiative. This website allows consumers to #opt out” of the behavioral advertising delivered by member companies.

Sharing and Disclosure of your Personal Data

Magpie does not sell or rent your Personal Data to marketers or third parties. Magpie may disclose Personal Data it collects about you to trusted third parties who are integral to the operation of our Website and Services for a variety of purposes in connection with providing our Services, operating our Website and, where you have consented, special offers to you.

These third parties may include our agents, related bodies corporate, contractors, financial institutions, payment processors, verification services and credit bureaus, as well as any third parties that you have directly authorized to receive your Personal Data.

We may share Checkout User!s contact information, but not their card information, with Merchants as part of the Checkout User!s purchases.

We may store your Personal Data in locations outside the direct control of Magpie, for instance, on servers or databases co-located with hosting providers. Some of our the related bodies corporate or third parties to whom we disclose your Personal Data are located outside of the Philippines. These countries may include the United States of America and Singapore. DPA also requires that the period of storage be disclosed.

We may also disclose your Personal Data to law enforcement, government officials, or other third parties if required by law or we believe in good faith that the disclosure is necessary to prevent physical harm and you are not legally or physically able to consent, to report suspected illegal activity, for the protection of rights of natural or juridical persons in court proceedings, or to investigate violations of our Terms of Service.

In addition, in the event of a potential or actual merger, acquisition, reorganisation, bankruptcy, or other similar events, certain information including Personal Data in our possession may be disclosed or transferred to and used by our successor or assign for the same purposes for which you have provided your consent to us for.

Any sharing or disclosure of your Personal Data will be in compliance with applicable data protection laws and regulations, including the DPA, including the right to access or to correct or file a complaint before the Privacy Commission created under the DPA.

Retention of your Personal Data

Personal Data that we collect and use for any purpose or purposes shall not be retained for longer than is necessary for that purpose or those purposes. This includes the Personal Data of Checkout Users.

Magpie has a variety of obligations to retain the data that you provide us, both to ensure that transactions can be appropriately processed, settled, refunded or charged back, to identify fraud, and also to comply with laws applicable to us and to our banking providers and credit card processors. Accordingly, even if you close your Magpie account we will retain certain information as necessary to meet our obligations, including where such retention is necessary for legal or business purposes. However, we will identify your account in our database

as #inactive” or #closed”.

Protection of Personal Data

We take all reasonable steps to ensure that the Personal Data we collect, use or disclose is accurate, complete, up-to-date, relevant and stored securely to the extent possible and within our control.

We also take all reasonable steps to ensure that the Personal Data we hold is protected from misuse, interference, loss, unauthorized access, modification or disclosure by the use of various methods including access limitation, and industry-standard Secure Socket Layer (SSL) encryption technology to safeguard the account registration process and sign-up information. Other security safeguards include but are not limited to data encryption, firewalls, and physical access controls to building and files.

Magpie will provide some or all of its Services from systems located outside of the Philippines. As such, Merchants are required to disclose to Checkout Users that personally identifiable information may be transferred, processed and stored outside of the Philippines.

Magpie maintains strict administrative, technical and physical procedures to protect information stored in our servers, which are located in the United States and Singapore. Access to information is limited (through user/password credentials and software systems) to those employees who require it to perform their job functions.

Changes to this Policy

We reserve the right to make changes to this Policy from time to time. Please review this Policy periodically to check for updates. Your use of the Website and/or our Services constitutes consent to the Policy in force on the website at such time, save that if there are any changes to the Policy and such changes are material and/or retroactive, we may provide additional notice and/or an opportunity to #opt-in,” as appropriate under the circumstances. We may also advise you of changes to this policy by emailing and/or mailing the revised policy to any address(es) you provide us.

Access, Correction and Complaints — Contact Us

Merchants can update their account information by signing on to our Website with their Magpie account.

If you have any questions or suggestions about this Privacy Policy or would like to access or seek correction of your Personal Data, or if you have complaints regarding our privacy practices, please contact our Privacy Officer by emailing privacy@magpie.im or as follows: We may, at our discretion, charge a reasonable fee for your access to the personal data.

We aim to acknowledge receipt of all complaints within five business days and to resolve all complaints within 30 business days (although this may not be possible in all circumstances, and is dependent on the complexity of the issue).

Where we cannot resolve a complaint within 30 business days, we will notify you of the reason for the delay as well as an indication of when we expect to resolve the complaint.