This Addendum is deemed to be effective as per the Effective Date of the Services Agreement entered into by the Parties.

Whereas:

A. The Parties have entered into the Services Agreement on the Effective Date (hereinafter: “the Agreement”);

B. This Payment Page Services Addendum shall form an integral part of the Agreement and all other provisions as outlined in the Agreement and/or any other addenda, shall remain in full force and effect and unchanged.

C. Definitions set out in the Agreement shall also apply in this Payment Page Services Addendum unless the context otherwise expressly requires.

D. All references in this Payment Page Services Addendum to clauses are to the clauses in this Payment Page Services Addendum unless otherwise stated.

The Parties have agreed as follows:

1. Definitions.

The following capitalized terms shall bear the meaning ascribed thereto:

“Addendum” shall mean this addendum in its entirety, including all schedules and annexes thereto, the any relevant and applicable guidelines, procedures, rules or conditions issued by The Provider, as the same may be amended from time to time;

“Fees” shall mean the fees or other payments described in Schedule 1 of the Services Agreement;

“Source Payment Page Services” shall mean the additional service/s specified hereunder in clause 4 and Annex 1;

2. General

2.1. In consideration of payment of the Fees by the Merchant to the Provider, the Provider hereby undertakes to provide and perform all and any of the Source Payment Page Services, as the same may be amended from time to time, in accordance with the terms and subject to the conditions contained in this Agreement.

2.2. In consideration of the supply of the Source Payment Page Services, Merchant shall pay the Fees as duly notified by the Provider to Merchant. Any Fees stated as payable to the Provider by the Merchant under this Agreement shall be exclusive of VAT if applicable.

2.3. The Provider reserves the right to modify the Source Payment Page Services from time to time in its’ reasonable discretion and, as far as possible, upon reasonable written notice to the Merchant.

3. Obligations of the Merchant

3.1. The Merchant shall procure and submit to the Provider any information reasonably required by the Provider for the provision of the Source Payment Page Services within three (3) Business Days. The Merchant acknowledges and understands that the Provider shall not be liable for any failure to provide or any inaccuracy in the provision of the Source Payment Page Services, that results directly or indirectly from any failure of the Merchant to provide any information within the period specified in this clause.

3.2. The Merchant shall immediately inform The Provider of any of the following changes or occurrences:

a. any and all changes on the part of the Merchant that may have an direct or indirect impact on the Agreement, on the daily operations and/or on the provision of the Source Payment Page Services;

b. withdrawal, modification and/or lapse of licenses and/or permits of the Merchant on the part of any competent authorities with regards to the business model of the Merchant;

c. the delivery of any judgement, or the establishment or subsistence of any executive title/s that may have a direct or indirect impact on the liquidity or daily operations of the Merchant;

d. the establishment or subsistence of any precautionary warrant, injunction or order that may have a direct or indirect impact on the liquidity or daily operations of the Merchant.

e. any suspected security breaches resulting from compromised card data arising from failure to adhere to the PCI-DS standards.

3.3. The Merchant shall be liable towards The Provider for all damages due to the failure to present information that the Merchant is aware of or should reasonably have been aware of, and shall, in any such case, thus indemnify The Provider from any claims raised by third parties and/or any losses, damages, costs or expenses suffered by The Provider.

3.4. The Merchant shall adhere to any requirements established by The Provider with respect to the Source Payment Page Services within ten (10) Business Days. Should the Merchant fail or refuse to do so, The Provider shall be entitled to terminate this Addendum with immediate effect.

4. Source Payment Page Services

4.1. Source Payment Page Services enable Merchant to accept payment for goods and/or services provided by the Merchant and shall consist of two products, namely: (i) the “Form Hosted Payment Page”, a customizable payment page hosted and owned by The Provider which is made available to the merchant; or (ii) “Code Hosted Payment Page”, a programming code provided by The Provider for Merchant to implement on the payment page of the Merchant. The Merchant may select or change its selection of the relevant product in accordance with such procedures as The Provider may establish from time to time.

4.2. The Merchant acknowledges and agrees that the Source Payment Page Services are provided “as is” and “as available” and are without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade, or course of dealing, all of which are expressly disclaimed.

5. Maintenance and Support

5.1. The Provider shall provide the Merchant with updates and upgrades to the Source Payment Page Services as and when available.

5.2. The Provider shall note any incidents, errors and/or defects that arise from the Merchant’s use of the Source Payment Page Services, as the case may be, and shall commit best efforts towards identifying and communicating any relevant workarounds or solutions to any such incidents, errors and/or defects to the Merchant.

6. Restrictions

Except as expressly set forth in this Addendum and/or except as expressly authorized by The Provider under or in relation to this Addendum or the Services Agreement, Merchant shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any aspect of the Source Payment Page Services; (ii) modify, translate, or create derivative works based on any aspect of the Source Payment Page Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to any aspect of the Source Payment Page Services; (iv) use any aspect of the Source Payment Page Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from any aspect of the Source Payment Page Services; (vi) use any aspect of the Source Payment Page Services to build an application, product or service that is competitive with any product or service referred to in this Addendum; (vii) interfere or attempt to interfere with the proper working of aspect of the Source Payment Page Services or any activities referred to in this Addendum; or (viii) bypass any measures the Provider or any third party solutions provider may use to prevent or restrict access to any aspect of the Source Payment Page Services (or other accounts, computer systems or networks connected to any aspect of the Source Payment Page Services); or (ix) use any aspect of the Source Payment Page Services in a manner that violates applicable laws or regulations. Merchant is responsible for all of Merchant’s activity in connection with any aspect of the Source Payment Page Services, including but not limited to transferring any personal data, or other protected information or data, to the Provider or any third party solutions provider.  Merchant (a) shall use all aspects of the Source Payment Page Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use any aspect of the Source Payment Page Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.

7. Liability and Indemnification

7.1. The Merchant shall defend, indemnify, and hold harmless the Provider, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that the Merchant Data or Merchant’s use of the Source Payment Page Services infringes, violates, or misappropriates any third party intellectual property or proprietary right.

7.2. The foregoing obligations of the Provider do not apply with respect to any products or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by The Provider (including without limitation any Merchant Data), (ii) made in whole or in part in accordance to the Merchant’s specifications, (iii) modified after delivery by the Merchant, (iv) combined with other products, processes or materials not provided by The Provider or any third party solutions provider on whom the Source Payment Page Services are wholly or partially dependent (where the alleged Losses arise from or relate to such combination), (v) where Merchant continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Merchant’s use of the Source Payment Page Services is not strictly in accordance herewith.

7.3. In no event shall the Provider, nor its directors or employees be liable for (i) any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) any direct damages in excess of (in the aggregate) the Fees paid (or payable) by Merchant to Provider hereunder in the twelve (12) months prior to the event giving rise to a claim hereunder.

8. Severability

If any of the clauses (or part thereof) of this Addendum is or becomes invalid or unenforceable for any reason whatsoever, the validity of the remaining clauses or part thereof will not in any way be affected or impaired. If any invalid or unenforceable clause or part thereof of this Addendum would be valid or enforceable if its form or effect were modified in any way, it shall be deemed to have the modified form or effect provided that The Provider gives its consent.

The Parties hereto have caused this Addendum to be duly executed by accepting it under the terms of the Services Agreement.