Welcome to TxnGo Global Acquiring Services!

This TxnGo Global Acquiring Services Agreement (this “Agreement”) is entered into by and between GLOBENET FOREX LIMITED (“TxnGo”, “we”, “us”, or “our company”) and the user (“user”, “you”, or “your”) who uses TxnGo acquiring services.

Amendment Mechanism

We reserve the right to unilaterally amend this Agreement at any time. The amended Agreement will be posted on the TxnGo official website. If you continue to use the services after the amended notice is published, you shall be deemed to have read, understood and accepted the revised terms. If you do not agree to the amendments, you shall stop using the services before the amendments take effect.

Background

You wish to use TxnGo acquiring services pursuant to this Agreement and any subsequent supplementary agreements, and TxnGo agrees to provide such services subject to the terms hereof. Based on the principles of equality, mutual benefit and joint development, the parties hereby agree as follows:

Chapter 1 Definitions and Scope

Article 1 Definitions

Unless otherwise specified in this Agreement, the following terms shall have the meanings set forth below:

Rules: means the relevant content formulated by us that you shall comply with when using the services, including various service rules, page displays, guidelines, FAQs, operation procedures, prompts, announcements, notices, SMS, emails or telephone contents that have been published or may be published in the future.

TxnGo Global Acquiring Platform Services (the “Services”): includes Basic Services and Value-Added Services.

Basic Services: means platform operation and maintenance, payment business consultation and guidance, agency for payment service provider access application, and technical gateway (assisting in transmitting instructions and information between you and payment service providers, and providing transaction and fund record inquiry) services directly provided by us to you.

Value-Added Services: means relevant services explicitly provided by us separately. If you choose to use Value-Added Services, the relevant terms and Rules shall automatically apply as part of this Agreement.

Account: means the TxnGo Global Acquiring Platform account, which is the credential obtained by you through registration for logging into the platform to use the Services.

Payment Methods: include bank cards (debit and credit cards), bank transfers, electronic accounts, cash or local payment methods, such as VISA, MasterCard, JCB, Alipay, UnionPay China, WeChat Pay, etc.

Payment Service Providers: means banks or third-party payment institutions qualified to provide payment services to you. You shall enter into a separate agreement with a Payment Service Provider to use its payment services.

Chapter 2 Service Prerequisites and Third-Party Cooperation

Article 2 Service Prerequisites

2.1 We provide the Services to you through cooperation with the following parties:

(a) TxnGo’s affiliates;

(b) domestic and foreign banks, qualified financial institutions or third-party payment institutions cooperating with us and our affiliates (“Financial Institutions”);

(c) third-party enterprises or institutions cooperating with us and our affiliates (including but not limited to ERP service providers, e-commerce platforms, tax agents, etc.) (“Partner Institutions”).

The above parties are collectively referred to as “Cooperating Third Parties” in this Agreement.

2.2 You confirm this Agreement as your consent to form a direct or indirect service relationship with Cooperating Third Parties, and acknowledge and agree that we, together with our affiliates, Financial Institutions and Partner Institutions, collectively act as your agent to provide relevant services.

2.3 You warrant that the use of the Services is based on genuine transaction backgrounds, and such transactions comply with the laws and regulations of your location, place of operation and transaction-related jurisdictions.

2.4 We may add new services, or suspend or restrict part of service functions without prior notice to you. Continued use of the Services shall be deemed acceptance of the relevant modifications.

2.5 You shall use the Services in accordance with the principles of legality, reasonableness and good faith, and shall not use the Services to conduct any illegal, infringing or malicious acts.

2.6 You shall ensure that all information and materials provided are true, complete, legal and accurate, bear all liabilities arising therefrom, and keep us free from harm.

Chapter 3 Account Management

Article 3 User Eligibility

3.1 You shall open an Account in the name of an enterprise. Your enterprise must be incorporated, operated or located in one of the countries/regions explicitly supported by TxnGo, and continuously comply with local laws and regulations.

3.2 You shall ensure that you are not subject to trade restrictions, sanctions or other legal restrictions imposed by any country, international organization or region. You warrant to strictly comply with applicable sanction policies of us, and shall not use the Services to process funds from or to sanctioned individuals, countries, organizations or other entities.

Article 4 Account Acquisition

4.1 You shall provide us with necessary information to register and apply for an Account. Upon approval, we will open the Account for you.

4.2 You confirm and agree that your Account rights are subject to this Agreement and the Rules. You must provide complete, true and accurate information upon registration, and ensure all information remains complete, true and accurate during the term of this Agreement.

4.3 You shall update materials and information in a timely manner according to the actual situation. We reserve the right to check and verify from time to time, and you shall cooperate to provide up-to-date, true and complete materials. All losses and adverse consequences arising from failure to contact you through your last provided contact information, failure to provide required content or provision of false content shall be borne by you. We may require you to re-authenticate until suspension, termination of Services or cancellation of the Account, without liability.

4.4 If you provide incorrect, false, expired or incomplete materials, or we independently determine that there are problems with the materials, we reserve the right to restrict or block your Account, or suspend or terminate part or all of the Services. All consequences arising therefrom shall be borne by you.

Article 5 User Verification (KYC)

5.1 Use of the Services is subject to satisfaction of KYC and other verification requirements of us and/or Cooperating Third Parties. You shall submit relevant materials and information as required. We may verify such information for compliance with verification requirements either ourselves or through Cooperating Third Parties.

5.2 If verification is conducted through a Cooperating Third Party, you agree and authorize us to disclose your identity materials and information to such third party for verification purposes.

5.3 You confirm that identity verification is critical for us and Cooperating Third Parties to perform anti-money laundering and anti-fraud obligations. If you provide incomplete, inaccurate or untrue materials that cause losses to us or our affiliates, you shall fully compensate us.

Article 6 Account Use

6.1 You are entitled to log into the platform using your registered username, mobile phone number or other information (“Account Name”) and password.

6.2 Your Account is limited to your own use. All business operations conducted under correct identification of Account Name and password shall be deemed operations by you or your lawful authorized person. Without our consent, we may deem invalid any act by you to directly or indirectly authorize a third party to use the Account or access information.

6.3 If we determine that your use of the Account may endanger Account security or platform information security, we may refuse to provide services or suspend or terminate this Agreement.

Article 7 Account Transfer

Account transfer is allowed only under explicit legal provisions, judicial rulings or with our prior written consent and compliance with Rules procedures. Otherwise, we reserve the right to pursue breach liability, and all liabilities arising therefrom shall be borne by you.

Article 8 Account Security

8.1 Your Account is set and kept by you yourself; we will not actively request you to provide your password at any time. You are strongly advised to properly keep your Account and log out securely after each use.

8.2 Except where we are at fault, you shall be responsible for all acts and results under your Account. Losses arising from your faults (including but not limited to failure to operate as prompted, untimely operation, forgetting or disclosing password, password being cracked, verification code disclosure, clicking virus links, device intrusion, etc.) shall be borne by you.

8.3 You are responsible for maintaining the security of your Account, password and security verification measures. We shall not be liable for losses caused by your failure to comply with security obligations.

8.4 If you find any unauthorized use, theft or other possible compromise of your Account, you are advised to immediately notify us and report loss in accordance with Rules. We need reasonable time to take action on your request and may not avoid or stop harmful consequences; we shall not be liable except for our statutory fault.

Article 9 Account Freezing

Your Account (all or part of permissions or functions) may be frozen under any of the following circumstances, and we will notify you in a reasonable manner:

You commit or may commit acts that damage or attempt to damage the fair trading environment or normal transaction order, based on service operation or transaction security needs;

Breach of this Agreement, Rules, agreements with third parties or third-party specifications;

Violation of relevant laws, regulations, policies or legal documents;

Being complained by others with evidence provided by the complainant, and you fail to provide contrary evidence as required;

We reasonably analyze and determine that your Account operations are abnormal;

Freezing required by competent authorities;

Other similar risk circumstances.

If we have reason to believe your Account is being or has been used for fraud, attempted fraud, theft or improper use, we reserve the right to suspend access, restrict, disable or cancel your Account without prior notice.

Article 10 Account Cancellation

10.1 Your Account will be canceled and we will notify you in a reasonable manner if any circumstance under Article 9 occurs with serious circumstances, cancellation is required by competent authorities, or you materially breach this Agreement.

10.2 You may apply to cancel your Account only if the following conditions are met:

The Account is in normal status (information is up-to-date, complete and correct; Services are normally used; all rights and obligations with Payment Service Providers have been fulfilled);

There are no outstanding contractual relationships or rights and obligation disputes that may be affected by cancellation.

10.3 You shall remain liable for acts using the Services before cancellation, and we may retain relevant information before your Account cancellation.

10.4 Upon successful cancellation, Account information, identity information, transaction records, membership benefits, etc. cannot be restored or provided.

Chapter 4 Service Content and Scope

Article 11 Nature of Services

11.1 All Payment Methods involved in the Services derive from payment capabilities provided by Payment Service Providers. Payment Service Providers warrant the quality of relevant services; we do not warrant the quality, content or transaction risks of payment services.

11.2 For Basic Services, we are not Payment Service Providers and do not directly provide payment services. Any dispute between you and a Payment Service Provider shall be resolved by you both independently; we may provide support when necessary but have no obligation to coordinate. You irrevocably agree to waive any claims against us for services provided by Payment Service Providers and transaction risks.

11.3 Value-Added Services shall be subject to the specific content applied by you and approved by us, and the relevant terms and Rules shall automatically apply to you.

Article 12 Technical Gateway Functions

12.1 The technical gateway functions displayed on the platform may be based on agreements between you and Payment Service Providers and cooperation between us and Payment Service Providers. You irrevocably authorize us to act as a technical gateway to transmit transaction information and instructions between you and Payment Service Providers.

12.2 Rights and obligations arising from payment services shall be performed and borne by you and Payment Service Providers; we do not provide any form of guarantee or assume relevant legal liabilities (except for losses caused by our fault).

Article 13 Funds and Amount Display

13.1 We are not a bank or financial institution; all fund transfers by you are realized through Payment Service Providers and domestic and foreign banks. The amount displayed on the platform is a statistics of funds held by you at Payment Service Providers under technical gateway services, and does not represent that we hold or have access to such funds.

Article 14 Instructions and Operations

14.1 We only process services in accordance with instructions issued by you, which are the sole instructions for you to entrust us to provide services.

14.2 Once issued, instructions shall be irrevocable, non-withdrawable or unchangeable except through legal procedures or as agreed in this Agreement, and you shall bear all consequences of instruction execution. We shall not be liable for any consequences caused by executing instructions.

14.3 You shall comply with this Agreement, Rules and page operation prompts; we may refuse to execute instructions sent not as required, without liability for compensation.

14.4 You shall understand and comply with relevant provisions of Cooperating Third Parties and Payment Service Providers (including current valid and subsequent amended or new rules) in accordance with the principle of “prudent transaction”.

Article 15 Commercial Use

We reserve the right to use the Services for commercial purposes (including but not limited to developing and using part of the Services to promote third parties), but undertake to strictly protect your personal information during promotion; you may choose to block or refuse to receive promotional information according to system settings.

Chapter 5 Transaction Records and Data

Article 16 Transaction Records

16.1 We record all operations of you using the Services. We will notify you of service progress and processing results via email or other valid contact methods, but do not guarantee you can receive them in a timely manner and shall not bear consequences thereof.

16.2 If you find any inconsistency between service progress information sent by us and information from other parties (subject to banks), you shall immediately stop using the Services and take preventive measures, and notify us and Payment Service Providers at the same time. We shall not be liable except for the notification obligation for disputes or losses caused by your failure to timely check, modify transaction status or submit applications.

16.3 If you believe the amount is incorrect after verification, you may inquire through us. Your final ability to operate funds (payment or withdrawal) depends on Payment Service Providers, and you need to request verification from Payment Service Providers.

Article 17 Data Collection and Privacy

17.1 We will collect and store your identity, transaction, bank account or other payment instrument information, operation information, and other information reasonably necessary to improve service quality. We take various reasonable physical, electronic and management security measures to protect your information; please refer to the Privacy Policy for details.

17.2 You agree that we provide your identity information, transaction information, foreign exchange settlement records and other data to Cooperating Third Parties or competent authorities in need.

Article 18 Data Storage

18.1 We reserve the right to independently determine the maximum storage period and duration of data for a single user. You shall back up data yourself as needed; we shall not be liable for data deletion or storage failure.

18.2 If you stop using the Services or the Services are terminated or canceled, we may permanently delete your data from servers. We have no obligation to return data to you after service suspension, termination or cancellation.

Article 19 Compliance Cooperation

19.1 You are obliged to timely provide required information or documents (including genuine transaction records) upon request by regulatory authorities, competent authorities, or when we need to verify fund sources and transaction backgrounds. If you fail to provide such materials within the specified time, we shall not be liable for losses arising therefrom and may suspend or terminate the Services.

19.2 If we incur legal liabilities or administrative fines (including litigation, arbitration fees, attorney fees, preservation fees, fines, etc.) as a result, you shall compensate us for all losses.

Article 20 Unauthorized Transactions

If you discover any unauthorized or misexecuted transactions, you shall immediately contact us. We recommend you regularly check transaction history. We may not be liable for expanded losses caused by your failure to notify in a timely manner.

Chapter 6 Service Fees and Taxes

Article 21 Service Fees

21.1 Part of the Services are paid services. When using relevant services, we reserve the right to charge service fees in accordance with charging Rules.

21.2 Unless otherwise agreed, we reserve the right to formulate and adjust service fees from time to time, which shall be subject to public display at business premises or on the website. If you do not agree to the adjustment, you shall immediately stop using relevant services; otherwise, you shall be deemed to agree to the adjustment and continue to accept the Services.

21.3 If you use other products or services of TxnGo’s affiliates, you shall enter into a separate agreement and pay corresponding fees.

21.4 Under Basic Services, fees arising from your use of payment services shall be handled in accordance with your agreement with Payment Service Providers and are irrelevant to us.

Article 22 Taxes

You confirm that service fees paid by you under this Agreement are exclusive of taxes. You shall fulfill withholding obligations and bear corresponding taxes arising therefrom (if applicable).

Chapter 7 Prohibited Activities

Article 23 Illegal or Non-Compliant Acts

You are strictly prohibited from engaging in the following acts when using the Services:

(I) Acts Violating Laws or Contractual Obligations

Infringing third-party copyrights, patents, trademarks, trade secrets or other proprietary rights, public interests or privacy;

Insulting, defaming others or infringing others’ legitimate rights and interests;

Instigating crimes;

Providing gambling information or inciting others to participate in gambling;

Money laundering, illegal cashing out, pyramid schemes, trafficking in firearms, drugs, prohibited drugs, pirated software, obscene materials or other contraband;

Breach of confidentiality obligations;

Other contents prohibited by laws and administrative regulations.

(II) Acts of Illegal Use of Services

Using the Services in the name of another person;

Illegally using others’ accounts or trading with invalid accounts;

Conducting fictitious transactions without genuine transaction backgrounds through the Services.

(III) Acts Endangering Computer Network Security

Engaging in acts that may contain computer viruses or infringe the platform, codes, materials, interfaces, or data;

Producing or transmitting destructive programs such as computer viruses;

Accessing computer information networks or using network resources without permission;

Deleting, modifying or adding network functions without permission;

Deleting, modifying or adding data and applications stored, processed or transmitted in the network without permission;

Other acts endangering network security.

(IV) Other Acts We Have Good Reason to Deem Inappropriate

Chapter 8 Suspension and Termination

Article 24 Circumstances for Suspension or Termination

24.1 We reserve the right to conduct investigation on your Account or require you to provide necessary and legal materials based on unilateral judgment (including that you have breached this Agreement, abnormal transactions are found or illegal acts are suspected). During the investigation, we reserve the right to restrict part or all functions of your use of Services (including canceling in-transit transactions, adjusting accounts, etc.) without prior notice.

24.2 If the investigation results confirm the existence of the above circumstances, we reserve the right to refuse to execute your instructions, suspend or terminate part or all of the Services, and lock or cancel your Account. You agree that we shall not be liable for any damages (including intangible losses such as profits, goodwill, use, data, etc.). At the same time, we reserve the right to report to relevant regulatory authorities.

24.3 If we have reasonable reason to suspect that the materials provided by you are incorrect, untrue, outdated or incomplete, or you fail to cooperate in providing subsequent supplementary materials, we reserve the right to suspend or terminate part or all of the Services until cancellation of the Account, without liability.

Article 25 Handling After Termination

25.1 This Agreement shall terminate upon Account cancellation. Unless otherwise provided by law, we have no obligation to disclose any information in your Account or provide data to you or third parties. You are responsible for backing up data stored in the Services yourself.

25.2 After service termination, we may permanently delete your data from servers or continue to retain it (except as otherwise provided by law). We may still pursue compensation liability against you for breaches during service use in accordance with this Agreement.

Article 26 Indemnification Obligation

You agree to indemnify us and Cooperating Third Parties and keep us harmless against any third-party claims, demands or losses (including reasonable attorney fees) arising from or in connection with your breach of this Agreement. If we and/or Cooperating Third Parties first bear administrative penalties or tort liability caused by your acts, you shall compensate us in an equal amount; if Cooperating Third Parties suffer damages, you shall make full restitution.

Chapter 9 Disclaimer and Liability Limitation

Article 27 Service Changes and Interruption

27.1 In view of the special nature of network services, we may change, interrupt or terminate part or all of the Services. We do not need to notify users or bear any liability for changes, interruptions or termination of free services. After service cancellation or termination, information stored by you in such services may not be restored.

27.2 We need to overhaul or maintain the service platform or related equipment regularly or irregularly. If such maintenance causes interruption of Services (including paid services) within a reasonable time, we do not need to bear any liability but shall notify in advance as much as possible.

Article 28 Non-Liability Circumstances

We shall not be liable for service suspension or interruption and any damages caused by any of the following circumstances:

Network, communication terminal or telecommunication equipment failure;

Force majeure such as typhoons, earthquakes, floods, power outages, wars, terrorist attacks, government actions, national policies;

Service interruption or delay caused by hacker attacks, technical adjustment or failure of telecommunication departments, website upgrade, third-party problems;

Causes attributable to Payment Service Providers;

Improper operation by you;

You use the Services in a manner not permitted or required by TxnGo;

Other circumstances beyond our control or reasonable foresight.

Notwithstanding the foregoing, we shall take reasonable actions to actively restore normal services.

Article 29 “AS-IS” Warranty of Services

29.1 You expressly understand and agree that we provide services on an “AS-IS” and “AS-AVAILABLE” basis. Due to possible factors such as computer viruses, network failures, system maintenance, force majeure, etc., we expressly disclaim all express or implied warranties, including but not limited to:

The Services meet your use requirements;

The Services are uninterrupted, timely, secure, reliable or error-free;

Results obtained by using the Services are accurate or reliable;

Accuracy, legality and timeliness of information provided by us;

Any errors in the Services will be corrected;

Transactions involved in your use of the Services are completed in a timely manner or finally.

29.2 Your user information is provided by you yourself, and you bear full responsibility for the accuracy, timeliness and completeness of such information.

29.3 You bear the risk of any materials obtained through the Services; damage to computer systems or loss of data arising therefrom shall be solely borne by you.

Article 30 Exclusion of Indirect Losses

To the extent permitted by law, whether foreseeable or not, and regardless of the form of act or omission, we shall not be liable for any special, indirect, punitive, incidental, consequential or other damages (including but not limited to monetary or other losses such as profits, interest, goodwill loss, privacy disclosure, data theft, etc.).

Article 31 Liability Cap

Unless otherwise provided in this Agreement, in no event shall our aggregate liability for damages to you exceed the total amount of service fees charged to you for the current period of Services.

Chapter 10 Intellectual Property Rights

Article 32 Platform Intellectual Property Rights

All content on the platform (including but not limited to works, pictures, archives, information, materials, website structure, layout, web design) are legally owned by us or our affiliates (including trademark rights, patent rights, copyrights, trade secrets, etc.). Without our written consent, no one may use, modify, copy, publicly disseminate, alter, distribute, publish or publicly release such content without authorization.

Article 33 Commercial Publicity Authorization

You confirm that by agreeing to this Agreement, you grant us the right to conduct free commercial publicity and display of your enterprise name, trademarks, shop names, etc. on the platform and online and offline promotion channels during the term of this Agreement. If you wish to withdraw or adjust the authorization, please contact us at any time.

Chapter 11 Notices

Article 34 Valid Contact Information

34.1 You shall provide valid contact information (including email address, telephone number, contact address, etc.) upon registration. You are obliged to update contact information in a timely manner and remain reachable if such information changes.

34.2 Your Account used to log into the platform to receive internal messages, system messages or instant information shall also serve as your valid contact information.

34.3 We will deliver various notices to one or more of your above contact methods. Such notices may have material impact on your rights and obligations, so you must pay timely attention.

34.4 You are entitled to receive commercial information such as advertisements and promotions via mobile phone number or email provided upon registration; if you are unwilling to receive such information, you have the right to unsubscribe through the unsubscribe function.

Article 35 Notice Service

35.1 Notices sent by us to you through the above contact methods (including platform announcements, SMS, emails, Account information, system messages, internal messages, etc.) shall be deemed served upon successful sending. Written notices sent in paper form shall be deemed served on the fifth natural day after posting to the provided contact address.

35.2 For any dispute arising from the use of the Services, you agree that judicial authorities (including but not limited to courts) may serve legal documents on you through modern communication methods such as mobile phone SMS, emails or by post. Your designated contact information for receiving legal documents is the mobile phone number and email address provided by you upon registration or update. Service made through the above methods shall be deemed completed on a first-come, first-served basis.

35.3 You shall ensure that the contact information provided is accurate, valid and updated in real time. If legal documents cannot be delivered or are not delivered in a timely manner due to inaccurate contact information or failure to notify changes in a timely manner, you shall bear the corresponding legal consequences.

Chapter 12 Governing Law and Dispute Resolution

Article 36 Governing Law

The execution, interpretation, performance and validity of this Agreement shall be governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

Article 37 Dispute Resolution

Any disputes, controversies or claims arising out of or in connection with this Agreement shall first be resolved by the parties through friendly negotiation. If no agreement can be reached through negotiation, such dispute shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with its arbitration rules then in effect. The seat of arbitration is Hong Kong, with three (3) arbitrators (one (1) appointed by each party and one (1) appointed by the arbitration centre), and the arbitration language is English.

Chapter 13 Special Agreements

Article 38 Commercial Bribery

If you provide physical goods, cash, cash equivalents, labor services, travel or other benefits with value obviously exceeding normal business negotiation interests to employees or consultants of us and/or our affiliates, such act shall be deemed commercial bribery. In such event, we may immediately terminate all cooperation with you and claim liquidated damages and/or compensation from you (amount calculated based on economic losses and goodwill losses suffered by us).

Article 39 Affiliate Processing

If your Account is canceled or this Agreement is terminated due to your reasons, we and/or our affiliates may suspend or terminate cooperation with you under other agreements for the purpose of maintaining platform order and protecting consumer rights and interests, and notify you in the manner agreed in this Agreement.

Chapter 14 Other Provisions

Article 40 No Investment Advice

We do not provide you with investment advice or advice on transaction timing, legal, regulatory, commercial, financial or other consequences. You confirm that all transaction decisions are made independently by you, and we shall not be liable for any losses (including losses arising from exchange rate changes). We may provide market information at your request for reference only and not as a basis for advice.

Article 41 No Waiver

Failure or delay by either party to exercise any rights under this Agreement at any time shall not constitute a waiver of such right.

Article 42 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Article 43 Entire Agreement

This Agreement and the Rules constitute the entire agreement between the parties and supersede all prior written or oral representations, undertakings or agreements. All annexes and Rules form an integral part of this Agreement and have the same legal effect as the main text.

Article 44 Survival

Provisions of this Agreement which by their nature or express terms survive termination shall remain in effect after termination of this Agreement.

Article 45 Effectiveness

Your checking or otherwise confirming acceptance of this Agreement shall constitute your acceptance of all terms of this Agreement, all annexes and Rules, and you agree to be bound thereby. You may not challenge the validity and enforceability of this Agreement solely on the ground that it is not manually signed. If required by us, you shall cooperate in signing any documents related to the Services.