SERVICES AGREEMENT

As of April 1, 2019

1 NATURE OF AGREEMENT

This is an electronic agreement. By registering for or using the VESL Platform, the Seller confirms that it agrees to this Agreement and is bound by it. If the Seller does not agree to be bound by this Agreement, the Seller may not access or use any part of the VESL Platform. This Agreement constitutes a binding legal agreement between the Seller and VESL PTE. LTD., a corporation with offices at 50 Raffles Place, #37-00, Singapore Land Tower, Singapore 048623.

2 ABOUT VESL

VESL PTE. LTD. (“VESL”) is a technology services company. It operates an online platform (the “VESL Platform”) that allows Sellers to connect and transact with potential Lenders who will finance their trade transactions, procure trade insurance policies on a per invoice basis from Insurers, and manage their risks.

3 DEFINITIONS AND INTERPRETATION

3.1 Seller Account means the registered and verified account created by a user in order to access the Services on the VESL Platform and obtain Loan Services;

3.2 Lender Account means the registered and verified account created by a user in order to access the Services on the VESL Platform and offer Loan Services to Users on the VESL Platform;

3.3 Insurer Account means the registered and verified account created by a user in order to access the Services on the VESL Platform and offer Insurance Services to Users on the VESL Platform;

3.4 User means any entity who accesses or uses the VESL website and VESL Platform;

3.5 Affiliate means, in relation to VESL, any entity that controls, is under the control of, or is under common control with, VESL. Control means the direct or indirect ownership of more than fifty percent (50%) of the voting capital or similar right of ownership of that party or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise;

3.6 Agreement means this Seller Services Agreement, the Terms of Use, and the Data Privacy Notice;

3.7 Applicable Law means all applicable laws, rules and regulations, enactments, ordinances, policies, industry codes, regulatory permits, regulatory licenses, or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, which are in force from time to time during the term of this Agreement;

3.8 VESL Website means the online website with the URL https://vesltradefinance.com/ owned and operated by VESL through which the VESL Platform may be accessed;

3.9 VESL Platform means that online platform owned and operated by VESL that connects Sellers to Lenders and allows them to obtain Loan Services from registered Lenders and Insurance Services from registered Insurers;

3.10 Insurer means the entity who holds and maintains an Insurer Account on the VESL Platform. The entity may be a broker, agent, or insurance company;

3.11 Lender means the entity who holds and maintains a Lender Account on the VESL Platform;

3.12 Local Terms means the supplementary or alternative terms for specific countries, cities, municipalities, metropolitan areas or regions which apply to the Lender, as made available and as updated by VESL from time to time;

3.13 Services mean the services provided by VESL to connect lenders, borrowers, and insurers, and manage their risks, through the VESL Platform including related software, websites, platforms, payment services and support systems. For the avoidance of doubt, the Services provided by VESL do not include the Loan Services and Insurance Services which are provided respectively by Lenders and Insurers and which are governed by the terms and conditions of the Lenders and Insurers independent of the Agreement;

3.14 Loan Services are the services offered by the Lender through the VESL Platform whereby, pursuant to an agreement, the Lender delivers money to a User which the User must return to the Lender after a certain time period;

3.15 Insurance Services are the services offered by the Insurer through the VESL Platform whereby, pursuant to an agreement and in consideration of the payment of a premium, the Insurer undertakes to indemnify the User against loss, damage or liability arising from an unknown or contingent event. These services include the offer, sale, claim, and other activities which constitute the doing of an insurance business under the Applicable Law.

3.16 Platform Fees are the fees paid for the use of the VESL Platform. This is separate from the premium on insurance or the interest on the loans.

4 RESPONSIBILITIES OF THE SELLER

4.1 The Seller represents, warrants, and undertakes, on a continuing basis throughout the term of the Agreement that:

4.1.1 It has the full power and authority to enter into this Agreement and perform its obligations under this Agreement;

4.1.2 It shall comply at all times with all Applicable Laws and this Agreement and will notify VESL if it is in breach of any Applicable Law or this Agreement;

4.1.3 It shall only use the Services for lawful purposes and only for the purposes for which they are intended to be used;

4.1.4 It shall promptly provide VESL with any additional documents or information requested by VESL. It acknowledges that it may be subject to background and criminal record checks from time to time and it will cooperate with these as required by VESL;

4.1.5 It shall ensure that any documents and information provided by it (or on its behalf) to VESL are at all times accurate, current, complete and not misleading;

4.1.6 It shall not engage in any fraudulent, misleading or deceptive conduct; and

4.1.7 It shall not impair or circumvent the proper operation of the network which the Services operate on.

4.2 VESL is not a party to the loan agreement entered into by the Seller and the Lenders on the VESL Platform. It merely provides a platform where Sellers can find Lenders that are willing to offer them Loan Services. VESL is not responsible or liable for the acts or omissions of a Seller or Lender in relation to the Loan Services and/or the loan agreement. To the maximum extent permitted by Applicable Law, the Lender and the Seller are liable for any obligations or liabilities to Users or third parties that may arise from the provision of the Loan Services and the loan agreement. Where the Seller obtains an insurance policy from an Insurer on the VESL Platform, the Lender must be designated as a beneficiary. All loan agreements shall be covered by an insurance policy obtained through the VESL Platform.

4.3 VESL is not a party to the insurance policies obtained by the Seller through the VESL Platform. It merely provides a platform where Sellers can find Insurers that are willing to offer them Insurance Services. VESL is not responsible or liable for the acts or omissions of an Insurer or Seller in relation to the Insurance Services and/or the insurance policy. To the maximum extent permitted by Applicable Law, the Seller and the Insurer are liable for any obligations or liabilities to Users or third parties that may arise from the Insurance Services and/or the insurance policies.

4.4 VESL has the right to deal with any complaints that Sellers may have through VESL’s complaints handling process, or any complaints that the Seller may have about any Lender. The Seller agrees to cooperate fully with the complaints handling process, and to submit any complaint it may have through the VESL Platform or through info@vesltradefinance.com. VESL also reserves the right, at its sole discretion, to redirect any such complaints to the Lender and/or Insurer directly and may choose to facilitate discussions with the Seller and/or User. The Seller agrees to comply with Applicable Law and the terms of this Agreement in its handling of such User complaints. VESL’s complaints handling process shall not exclude any rights or remedies that cannot be excluded or limited under Applicable Law.

4.5 The Seller may have an opportunity to enter into arrangements with a third party via the Services. Any such arrangements will be solely between the Seller and the applicable third party, and VESL has no responsibility or liability in relation to such arrangements. The Seller may be subject to additional fees outside the fees charged by VESL. VESL does not endorse any third party providers, applications or websites that are available through the Services, and in no event shall VESL, its licensors or any of its Affiliates be responsible for any content, products, services or other materials on or available from such third party providers, applications or websites.

5 SELLER ACCOUNT

5.1 In order for the Seller to access the Services on the VESL Platform, the Seller must register for and maintain a Seller Account.

5.2 The Seller is responsible for all activities conducted on the Seller Account. The Seller:

5.2.1 Must only have one account;

5.2.2 Must keep Seller Account information confidential and secure;

5.2.3 Must not provide any other person with access to the Seller Account;

5.2.4 Must not transfer the Seller Account or information to any other entity;

5.2.5 Must promptly notify VESL of any suspected unauthorized access or use of the Seller Account.

5.3 VESL reserves the right to block or deny access to the Seller’s Account, and/or block features available on the VESL Platform, without prejudice to its other rights and remedies:

5.3.1 If VESL deems, in its sole discretion, that the Seller has violated any term of the Agreement;

5.3.2 During an investigation;

5.3.3 If Seller owes any money to VESL or its Affiliates;

5.3.4 If the Agreement is terminated for any reason;

5.3.5 At any other time in VESL’s reasonable discretion.

6 SELLER’S USE OF THE SERVICES AND THE VESL PLATFORM

6.1 Subject to Seller’s compliance with this Agreement, VESL and its licensors grant the Seller a revocable, limited, non-exclusive, non-transferable, royalty-free license during the term of this Agreement and in the Philippines, to access and use the Services and any information and materials provided through the VESL Platform, solely for the purpose of obtaining Loan Services and Insurance Services.

6.2 All rights not expressly granted to the Seller under this Agreement are reserved by VESL and its licensors. Nothing in this Agreement transfers any ownership in or to the Services (in whole or in part) to the Seller.

6.3 In using the Services, the Seller shall not:

6.3.1 license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way;

6.3.2 modify or make derivative works based on the Services, or reverse engineer or access the underlying software for any reason;

6.3.3 use the Services to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the Services, copy any ideas, features, functions or graphics of the Services, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the Services, or attempt to gain unauthorized access to the Services or related systems or networks;

6.3.4 use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the Services;

6.3.5 post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, or remove any copyright, trademark or other proprietary rights notices contained in the Services;

6.3.6 send or store any material for unlawful or fraudulent purposes;

6.3.7 send spam or other unsolicited messages, or otherwise cause nuisance, annoyance, inconvenience or make fake bookings;

6.3.8 send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;

6.3.9 send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;

6.3.10 interfere with or disrupt the integrity or performance of the Services or the data contained therein;

6.3.11 impersonate any person or entity or otherwise misrepresent its affiliation with a person or entity;

6.3.12 damage VESL or any of its Affiliates’ reputation in any way.

7 PLATFORM FEES

7.1 The Seller shall pay VESL a Platform Fee equivalent to 0.5% of the amount indicated in each invoice submitted to the Insurer pursuant to the Seller’s availment of the Insurance Service from an Insurer on the VESL Platform. This Platform Fee shall be inclusive of withholding taxes. No fee shall be charged to the Seller for the Loan Services.

7.2 Fees shall be paid per transaction. Billings shall be sent for every transaction with the Insurer, and shall be settled before documents are sent to the Insurer for coverage. Payment of the Fees may be made through third party payment providers, who may charge additional fees. Failure to pay the Platform Fee shall prevent the Seller from obtaining Insurance and Loan Services.

7.3 The Platform Fee is separate from the premiums on the insurance policy and/or the interest on the loans obtained by the Seller and other fees that may be charged by other service providers.

8 WARRANTIES, INDEMNITIES AND LIABILITY

8.1 The Seller shall defend, indemnify, and hold harmless VESL, its licensors, and Affiliates and their respective officers, directors, members, employees, and agents from and against any and all claims, costs, damages, losses, liabilities, and expenses, including attorney’s fees and costs, arising out of or in connection with:

8.1.1 The Seller’s breach of any term of this Agreement or any Applicable Law;

8.1.2 The Seller’s breach of the loan agreement executed with the Lender;

8.1.3 The Seller's breach of the insurance agreement executed with the Insurer;

8.1.4 The Seller’s use of the Services; and

8.1.5 Taxes and tax liabilities, duties, levies, claims and penalties that are imposed on the Seller and/or on VESL and/or its Affiliates in connection with the loan and insurance agreements or otherwise arising from the Seller’s failure to comply with its tax obligations.

8.2 Any claims that the Seller has against VESL under or in connection with the Services or this Agreement must be notified to VESL within one year after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) the Seller will forfeit any rights and remedies it may have in respect of such claim. VESL SHALL NOT BE LIABLE FOR ANY LOSSES, COSTS, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES OF EVERY KIND AND CHARACTER, AS INCURRED, RESULTING FROM OR RELATING TO OR ARISING OUT OF (1) THE LOAN SERVICES AND/OR LOAN AGREEMENTS; (2) ANY ACT, OMISSION, NEGLIGENCE, OR DEFAULT OF THE LENDER IN RELATION TO THE LOAN SERVICES OR ANY OF ITS OBLIGATIONS UNDER THE LOAN AGREEMENT AND APPLICABLE LAW; (3) THE INSURANCE SERVICE AND/OR INSURANCE POLICIES; AND (4) ANY ACT, OMISSION, NEGLIGENCE, OR DEFAULT OF THE INSURER IN RELATION TO THE INSURANCE SERVICES OR ANY OF ITS OBLIGATIONS UNDER THE INSURANCE POLICIES AND APPLICABLE LAW.

8.3 VESL specifically disclaims any express or implied warranties, whether of merchantability, fitness for a particular purpose, or otherwise. In particular, VESL does not guarantee that the Seller will be able to obtain a loan or insurance policy through the VESL Platform.

8.4 VESL shall not be liable for any losses or damages that may arise from the performance of the VESL Platform, including those caused by force majeure, unscheduled server downtime or failure, internet connection issues, website availability, or abuse or improper use.

9 TERM AND TERMINATION

9.1 Without prejudice to other legal remedies under Applicable Law, VESL may suspend the Seller’s Account for the following causes:

9.1.1 Failure of the Seller to pay the Platform Fee within sixty (60) days from date of demand.

9.1.2 Failure by the Seller to comply with the terms of this Agreement, and such violation or failure, if curable, is not remedied within thirty (30) days from the date of notice of such failure.

9.2 Without prejudice to any rights and remedies of both Parties under this Agreement, or under the law or equity, the Parties shall have the following rights in case of breach or default of this Agreement:

9.2.1 Without need of any judicial action or declaration, and without incurring any civil, criminal, or administrative liability, terminate this Agreement immediately upon written notice delivered to the other Party at the address stated in this Agreement.

9.3 The Seller is under no obligation to use the Services and may cease using them at any time in its sole and absolute discretion by deleting the Seller Account. This Agreement is automatically terminated when the Seller deletes its Seller Account.

9.4 The expiration or termination of this Agreement and/or the deletion of the Seller Account shall not curtail any rights and obligations arising from this Agreement or by law (including payment by the Seller of the Platform Fee accrued prior to such termination or arising under an insurance policy with the Insurer or loan agreement with the Lender obtained or entered into prior to the termination).

10 MISCELLANEOUS

10.1 If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect. The Parties shall negotiate in good faith to substitute a valid, legal, and enforceable provision that reflects the intent of such invalid or unenforceable provision.

10.2 Disclosure of the existence, or the terms, of this Agreement may be made by the Parties with mutual consent.

10.3 It is understood and agreed that no failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

10.4 Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party except that VESL may assign its rights and obligations to any of its affiliates, subsidiaries or related parties, with the written conformity of the Seller.

10.5 The Parties are independent contractors and neither Party shall be deemed or confirmed as the agent partner, joint venture partner or servant of the other Party.

10.6 VESL may amend this Agreement at its sole discretion from time to time. VESL will use its reasonable endeavours to notify the Seller of any material changes to the Agreement; however the Seller agrees that it has the responsibility to review the Agreement regularly and its continued use of the Services will constitute its acceptance to the amendments. Otherwise, no addition to or modification of this Agreement will be binding on the parties unless made in writing by the parties.

10.7 This Agreement embodies the entire understanding of the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior understandings and arrangements, oral or written.

10.8 VESL shall give notice to the Seller by means of a general notice published on the VESL Website or otherwise through the Services or to the email address registered with the Seller Account. The Seller shall give notice to VESL by email to info@vesltradefinance.com.

10.9 This Agreement shall be interpreted, construed and enforced in accordance with the laws of the Philippines, without regard or reference to any of its rules or provisions governing conflict of laws. In case of dispute or controversy not falling under item 10.10, the Parties hereby agree to submit any dispute or controversy before the proper courts of Pasig City to the exclusion of any other venue.

10.10 The Parties shall attempt to resolve amicably any dispute arising out of or relating to this Agreement through negotiations in good faith. In the event that such negotiations are not successful, the dispute shall be resolved through arbitration in accordance with the Rules of the Philippine Dispute Resolution Center in the English language. The number of arbitrators shall be one, to be appointed by the Philippine Dispute Resolution Center. The seat of arbitration shall be in Pasig City, Metro Manila.

1 NATURE OF AGREEMENT

This is an electronic agreement. By registering for or using the VESL Platform, the Lender confirms that it agrees to this Agreement and is bound by it. If the Lender does not agree to be bound by this Agreement, the Lender may not access or use any part of the VESL Platform. This Agreement constitutes a binding legal agreement between the lender and VESL PTE. LTD., a corporation with offices at 50 Raffles Place, #37-00, Singapore Land Tower, Singapore 048623.

2 ABOUT VESL

VESL PTE. LTD. (“VESL”) is a technology services company. It operates an online platform (the “VESL Platform”) that gives lenders the opportunity to connect and transact with potential borrowers, as well as manage their risks by giving them access to insurance companies and insurance intermediaries. As a risk management platform, VESL works together with brokers, agents, and insurers who structure the best coverage for VESL Platform users, and administer the insurance policies via the platform.

3 DEFINITIONS AND INTERPRETATION

3.1 Lender Account means the registered and verified account created by a user in order to access the Services on the VESL Platform and offer Loan Services to Users on the VESL Platform;

3.2 Insurer Account means the registered and verified account created by a user in order to access the Services on the VESL Platform and offer Insurance Services to Users on the VESL Platform;

3.3 User means any entity who accesses or uses the VESL website and VESL Platform;

3.4 Affiliate means, in relation to VESL, any entity that controls, is under the control of, or is under common control with, VESL. Control means the direct or indirect ownership of more than fifty percent (50%) of the voting capital or similar right of ownership of that party or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise;

3.5 Agreement means this Lender Services Agreement, the Terms of Use, and the Data Privacy Notice;

3.6 Applicable Law means all applicable laws, rules and regulations, enactments, ordinances, policies, industry codes, regulatory permits, regulatory licenses, or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, which are in force from time to time during the term of this Agreement;

3.7 VESL Website means the online website with the URL https://vesltradefinance.com/ owned and operated by VESL through which the VESL Platform may be accessed;

3.8 VESL Platform means that online platform owned and operated by VESL that connects Lenders to Sellers and insurers and allows them to offer their services to other users;

3.9 Insurer means the entity who holds and maintains an Insurer Account on the VESL Platform. The entity may be a broker, agent, or insurance company;

3.10 Lender means the entity who holds and maintains a Lender Account on the VESL Platform;

3.11 Local Terms means the supplementary or alternative terms for specific countries, cities, municipalities, metropolitan areas or regions which apply to the Lender, as made available and as updated by VESL from time to time;

3.12 Services mean the services provided by VESL to connect lenders, borrowers, and insurers, and manage their risks, through the VESL Platform including related software, websites, platforms, payment services and support systems. For the avoidance of doubt, the Services provided by VESL do not include the Loan Services and Insurance Services which are provided respectively by Lenders and Insurers and which are governed by the terms and conditions of the Lenders and Insurers independent of the Agreement;

3.13 Loan Services are the services offered by the Lender through the VESL Platform whereby, pursuant to an agreement, the Lender delivers money to a User which the User must return to the Lender after a certain time period;

3.14 Insurance Services are the services offered by the Insurer through the VESL Platform whereby, pursuant to an agreement and in consideration of the payment of a premium, the Insurer undertakes to indemnify the User against loss, damage or liability arising from an unknown or contingent event. These services include the offer, sale, claim, and other activities which constitute the doing of an insurance business under the Applicable Law.

3.15 Platform Fees are the fees paid for the use of the VESL Platform. This is separate from the premium on insurance or the interest on the loans.

4 RESPONSIBILITIES OF THE LENDER

4.1 The Lender represents, warrants, and undertakes, on a continuing basis throughout the term of the Agreement that:

4.1.1 It has the full power and authority to enter into this Agreement and perform its obligations under this Agreement;

4.1.2 It has the necessary government licenses and permits to offer Loan Services to the public;

4.1.3 It shall comply at all times with all Applicable Laws and this Agreement and will notify VESL if it is in breach of any Applicable Law or this Agreement;

4.1.4 It shall only use the Services for lawful purposes and only for the purposes for which they are intended to be used;

4.1.5 It is not blacklisted or prohibited from offering loans to the public;

4.1.6 It shall promptly provide VESL with any additional documents or information requested by VESL. It acknowledges that it may be subject to background and criminal record checks from time to time and it will cooperate with these as required by VESL;

4.1.7 It shall ensure that any documents and information provided by it (or on its behalf) to VESL are at all times accurate, current, complete and not misleading;

4.1.8 It shall not engage in any fraudulent, misleading or deceptive conduct; and

4.1.9 It shall not impair or circumvent the proper operation of the network which the Services operate on.

4.2 The Lender is solely responsible for the provision of the necessary documents and agreements and other matters necessary for a perfected loan agreement. It is responsible for the review and approval for user applications for availment of the Loan Services being offered by the Lender.

4.3 VESL is not a party to the loan agreement entered into by the Seller and the Lenders on the VESL Platform. It merely provides a platform where Sellers can find Lenders that are willing to offer them Loan Services. VESL is not responsible or liable for the acts or omissions of a Seller or Lender in relation to the Loan Services and/or the loan agreement. To the maximum extent permitted by Applicable Law, the Lender and the Seller are liable for any obligations or liabilities to Users or third parties that may arise from the provision of the Loan Services and the loan agreement. All loan agreements shall be covered by an insurance policy obtained by the Seller through the VESL Platform.

4.4 VESL is not a party to the insurance policies obtained by the Seller through the VESL Platform, and under which Lenders are designated as beneficiaries. It merely provides a platform where Sellers can find Insurers that are willing to offer them Insurance Services and allows Lenders to manage their risks on the Loan Services. VESL is not responsible or liable for the acts or omissions of an Insurer or Seller in relation to the Insurance Services and/or the insurance policy. To the maximum extent permitted by Applicable Law, the Seller and the Insurer are liable for any obligations or liabilities to Users or third parties that may arise from the Insurance Services and/or the insurance policies.

4.5 VESL has the right to deal with any complaints that Users may have through VESL’s complaints handling process, or any complaints that the Lender may have about any User. The Lender agrees to cooperate fully with the complaints handling process, and to submit any complaint it may have through the VESL Platform or through info@vesltradefinance.com. VESL also reserves the right, at its sole discretion, to redirect any such complaints to the Lender and/or Insurer directly and may choose to facilitate discussions with the Seller and/or User. The Lender agrees to comply with Applicable Law and the terms of this Agreement in its handling of such User complaints. VESL’s complaints handling process shall not exclude any rights or remedies that cannot be excluded or limited under Applicable Law.

4.6 The Lender may have an opportunity to enter into arrangements with a third party via the Services. Any such arrangements will be solely between the Lender and the applicable third party, and VESL has no responsibility or liability in relation to such arrangements. The Lender may be subject to additional fees outside the fees charged by VESL. VESL does not endorse any third party providers, applications or websites that are available through the Services, and in no event shall VESL, its licensors or any of its Affiliates be responsible for any content, products, services or other materials on or available from such third party providers, applications or websites.

5 LENDER ACCOUNT

5.1 In order for the Lender to access the Services on the VESL Platform, the Lender must register for and maintain a Lender Account.

5.2 The Lender is responsible for all activities conducted on the Lender Account. The Lender:

5.2.1 Must keep Lender Account information confidential and secure;

5.2.2 Must not provide any other person with access to the Lender Account;

5.2.3 Must not transfer the Lender Account or information to any other entity;

5.2.4 Must promptly notify VESL of any suspected unauthorized access or use of the Lender Account.

5.3 VESL reserves the right to block or deny access to the Lender Account, and/or block features available on the VESL Platform, without prejudice to its other rights and remedies:

5.3.1 If VESL deems, in its sole discretion, that the Lender has violated any term of the Agreement;

5.3.2 During an investigation;

5.3.3 If Lender owes any money to VESL or its Affiliates;

5.3.4 If the Agreement is terminated for any reason;

5.3.5 At any other time in VESL’s reasonable discretion.

6 LENDER’S USE OF THE SERVICES AND THE VESL PLATFORM

6.1 Subject to Lender’s compliance with this Agreement, VESL and its licensors grant the Lender a revocable, limited, non-exclusive, non-transferable, royalty-free license during the term of this Agreement and in the Philippines, to access and use the Services and any information and materials provided through the VESL Platform, solely for the purpose of performing the Loan Services and obtaining Insurance Services.

6.2 All rights not expressly granted to the Lender under this Agreement are reserved by VESL and its licensors. Nothing in this Agreement transfers any ownership in or to the Services (in whole or in part) to the Lender.

6.3 In using the Services, the Lender shall not:

6.3.1 license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way;

6.3.2 modify or make derivative works based on the Services, or reverse engineer or access the underlying software for any reason;

6.3.3 use the Services to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the Services, copy any ideas, features, functions or graphics of the Services, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the Services, or attempt to gain unauthorized access to the Services or related systems or networks;

6.3.4 use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the Services;

6.3.5 post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, or remove any copyright, trademark or other proprietary rights notices contained in the Services;

6.3.6 send or store any material for unlawful or fraudulent purposes;

6.3.7 send spam or other unsolicited messages, or otherwise cause nuisance, annoyance, inconvenience or make fake bookings;

6.3.8 send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;

6.3.9 send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;

6.3.10 interfere with or disrupt the integrity or performance of the Services or the data contained therein;

6.3.11 impersonate any person or entity or otherwise misrepresent its affiliation with a person or entity;

6.3.12 damage VESL or any of its Affiliates’ reputation in any way.

7 FEES

7.1 The Lender shall pay VESL a Referral Fee equivalent to 0.25% of the amount indicated in each invoice submitted to the Lender pursuant to the Loan Services, and a Lender Platform Fee of 0.5% of the amount indicated in each invoice submitted by the Lender to the Insurer for coverage. These fees shall be inclusive of withholding taxes.

7.2 Fees shall be paid per transaction. Billings shall be sent for every transaction with the insurance provider, and shall be settled before documents are sent to the Insurer for coverage.

7.3 The Referral Fee and Platform Fee are separate from the fees that may be charged by other service providers.

7.4 7.4. Billings shall be settled monthly. Payment shall be made through bank deposit on the 5th day of the succeeding month. Payment of the Fees may also be made through third party payment providers, who may charge additional fees.

8 WARRANTIES, INDEMNITIES AND LIABILITY

8.1 The Lender shall defend, indemnify, and hold harmless VESL, its licensors, and Affiliates and their respective officers, directors, members, employees, and agents from and against any and all claims, costs, damages, losses, liabilities, and expenses, including attorney’s fees and costs, arising out of or in connection with:

8.1.1 The Lender’s breach of any term of this Agreement or any Applicable Law;

8.1.2 The Lender’s provision of the Loan Services;

8.1.3 The Lender’s use of the Services; and

8.1.4 Taxes and tax liabilities, duties, levies, claims and penalties that are imposed on the Lender and/or on VESL and/or its Affiliates in connection with the Lender’s income arising from the Loan Services or otherwise arising from the Lender’s failure to comply with its tax obligations.

8.2 Any claims that the Lender has against VESL under or in connection with the Services or this Agreement must be notified to VESL within one year after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) the Lender will forfeit any rights and remedies it may have in respect of such claim.

8.3 VESL specifically disclaims any express or implied warranties, whether of merchantability, fitness for a particular purpose, or otherwise. In particular, VESL does not guarantee that the Lender will obtain any specific number of loan agreements or reach a specific income goal through the VESL Platform.

8.4 VESL shall not be liable for any losses or damages that may arise from the performance of the VESL Platform, including those caused by force majeure, unscheduled server downtime or failure, internet connection issues, website availability, or abuse or improper use.

8.5 The Parties shall not in any manner, directly or indirectly attempt to circumvent the operation of this Agreement so as to otherwise deprive each other of any of the benefits intended under or pursuant to this Agreement.

8.6 Lender shall not, during the Term and for a period of two (2) years from the date of termination of this Agreement, without the prior written consent of VESL:

8.6.1 Contact or transact with any User (except for the purposes of this Agreement); It is understood that “User” shall not refer to the Lender’s existing clients and those clients coming from other sources/platforms.

8.6.2 Solicit, hire, or attempt to solicit or hire any of the employees of VESL and/or its affiliates.

8.7 The Parties shall ensure that their direct and indirect subsidiaries, affiliates, parent and/or group companies comply with all the obligations of the Parties in this Agreement.

8.8 In the event of circumvention, directly or indirectly by the Parties or on its behalf, the Parties agree and acknowledge that the aggrieved Party shall be entitled to a monetary compensation as liquidated damages which shall be equal to fifty (50%) of all sums received by breaching Party as a result of such circumvention.

9 DATA PRIVACY

The Parties shall be responsible for complying with the Data Privacy Act, the issuances of the National Privacy Commission, and other relevant laws regarding data privacy (the “Data Privacy Laws”). In this regard, the Terms and Conditions of Data Sharing found in Annex A shall be observed in the collection, processing, and disclosure of personal data and any other data disclosed pursuant to this Agreement. The Terms and Conditions of Data Sharing shall form an integral part of this Agreement. Where the Terms and Conditions of Data Sharing are in conflict with the provisions of this Agreement as regards the collection, processing, and disclosure of personal data and any other data disclosed pursuant to this Agreement, the Terms and Conditions of Data Sharing shall prevail.

10 TERM AND TERMINATION

10.1 Without prejudice to other legal remedies under Applicable Law, VESL may suspend the Lender’s Account for the following causes:

10.1.1 Failure of the Lender to pay the Platform and/or Referral Fee within sixty (60) days from date of demand.

10.1.2 Failure by the Lender to comply with the terms of this Agreement, and such violation or failure, if curable, is not remedied within thirty (30) days from the date of notice of such failure.

10.2 Without prejudice to any rights and remedies of both Parties under this Agreement, or under the law or equity, the Parties shall have the following rights in case of breach or default of this Agreement:

10.2.1 Without need of any judicial action or declaration, and without incurring any civil, criminal, or administrative liability, terminate this Agreement immediately upon written notice delivered to the other Party at the address stated in this Agreement.

10.3 The Lender is under no obligation to use the Services and may cease using them at any time in its sole and absolute discretion by deleting the Lender Account. This Agreement is automatically terminated when the Lender deletes its Lender Account.

10.4 The expiration or termination of this Agreement shall not curtail any rights and obligations arising from this Agreement or by law (including payment by the Lender of the Referral Fee and Lender Platform Fee accrued prior to such termination or arising under a loan agreement or insurance policy with an Insurer obtained or entered into prior to the termination).

11 MISCELLANEOUS

11.1 If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect. The Parties shall negotiate in good faith to substitute a valid, legal, and enforceable provision that reflects the intent of such invalid or unenforceable provision.

11.2 Disclosure of the existence, or the terms, of this Agreement may be made by the Parties with mutual consent.

11.3 It is understood and agreed that no failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

11.4 Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party except that VESL may assign its rights and obligations to any of its affiliates, subsidiaries or related parties, with the written conformity of the Lender.

11.5 The Parties are independent contractors and neither Party shall be deemed or confirmed as the agent partner, joint venture partner or servant of the other Party.

11.6 VESL may amend this Agreement at its sole discretion from time to time. VESL will use its reasonable endeavours to notify the Lender of any material changes to the Agreement; however the Lender agrees that it has the responsibility to review the Agreement regularly and its continued use of the Services will constitute its acceptance to the amendments. Otherwise, no addition to or modification of this Agreement will be binding on the parties unless made in writing by the parties.

11.7 This Agreement embodies the entire understanding of the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior understandings and arrangements, oral or written.

11.8 VESL shall give notice to the Lender by means of a general notice published on the VESL Website or otherwise through the Services or to the email address registered with the Lender Account. The Lender shall give notice to VESL by email to info@vesltradefinance.com.

11.9 This Agreement shall be interpreted, construed and enforced in accordance with the laws of the Philippines, without regard or reference to any of its rules or provisions governing conflict of laws. In case of dispute or controversy not falling under item 11.10, the Parties hereby agree to submit any dispute or controversy before the proper courts of Pasig City to the exclusion of any other venue.

11.10 The Parties shall attempt to resolve amicably any dispute arising out of or relating to this Agreement through negotiations in good faith. In the event that such negotiations are not successful, the dispute shall be resolved through arbitration in accordance with the Rules of the Philippine Dispute Resolution Center in the English language. The number of arbitrators shall be one, to be appointed by the Philippine Dispute Resolution Center. The seat of arbitration shall be in Pasig City, Metro Manila.


ANNEX A

TERMS AND CONDITIONS OF DATA SHARING

I NATURE OF THE TERMS AND CONDITIONS

These Terms and Conditions (the “Terms”) shall constitute and integral part of the Service Agreement. Where conflict arises between the provisions in the Service Agreement and the Terms, these Terms shall prevail.

II DEFINITION OF TERMS

Collecting, processing, storing and use of Shared Data from the data subject shall be done by the Parties in adherence to the following terms:

  1. Data Privacy Act of 2012 refers to Republic Act No. 10173 of the Philippines.
  2. Shared Data refers to data which is transferred or given access to by VESL to Lender under these Terms, as described in Section III of these Terms.
  3. Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Shared Data transmitted, stored, or otherwise processed. A data breach may be in the nature of:
    1. availability breach resulting from lost, accidental or unlawful destruction of Shared Data;
    2. integrity breach resulting from unauthorized alteration; and/or
    3. confidentiality breach due to unauthorized disclosure of or access to Shared Data.

III PURPOSES OF DATA SHARING

  1. To perform the obligations of the Parties under the Service Agreement;
  2. To comply with statutory and regulatory requirements, including directives, issuances by, or obligations of the Parties to any competent authority, regulator, supervisory body, enforcement agency, exchange, court, quasi-judicial body, or tribunal;
  3. To enable the Parties to exercise sound corporate governance over its businesses, ensure that risks arising therefrom are duly identified, measured, managed and mitigated, and enhance risk assessment and prevent fraud;
  4. To conduct company audits or investigate a complaint or security threat;
  5. Other legitimate business purposes;
  6. Establish, exercise, or defend legal claims;
  7. Fulfill any other purposes directly related to the above-stated purposes.

The receiving Party shall not use the Shared Data for any other purpose other than those described in this Section, or as otherwise set forth in these Terms.

IV SHARED DATA

The following data shall be transferred or given access to Lender by VESL:

  1. User Profile and Information: Name, Designation, Mobile Number, Email Address, Government Issued Identification, Signature
  2. Company Information (Seller & Lender): Company Name, Company Address, ZIP/Postal Code, Country, Company Type, Company Registration Number, Tax Identification Number, Lender Company Name, Contact Number, Contact Person, Contact Email Address
  3. Transactional Information, products sold, Information on Company Losses, Information on the Company’s Credit Management
  4. Information contained in required transactional documents, including invoices, transport documents, proof of acceptance of goods/services, contracts, purchase order
  5. Information on the buyer - Company Name, Company Address, ZIP/Postal Code, Country, Company Type, Company Registration Number, Tax Identification Number, Lender Company Name, Contact Number, Contact Person, Contact Email Address, financials
  6. Credit history, financials, experience and relationship with buyers
  7. History or Activity logs pertaining to the buyer and invoice
  8. Premium rate, Policy Coverage, Underwriting comments and criteria
  9. Insurance information, including insurance limits approved by the insurer for the Seller, insurance limits used, insured turnover, claims.

V MANNER OF SHARING AND PROCESSING

Disclosure of data between the Parties shall be done through electronic transmission, including online access, in accordance with the Data Privacy Act of 2012, its Implementing Rules and Regulations, and issuances of the NPC.

VI STANDARD OF CARE

Any Party who receives Shared Data from the other party shall exercise at least the same degree of care it uses with its own personal data and confidential information, but in no event less than reasonable care, to protect the Shared Data from misuse and unauthorized access or disclosure.

VII REQUIRED DISCLOSURE

If a Party is compelled by law to disclose any Shared Data, it shall notify the other party of such fact before disclosing the compelled Shared Data.

VIII DURATION AND TERMINATION

These terms shall be co-terminous with the Service Agreement.

IX SUSPENSION

The disclosure and access of Shared Data may be suspended when any of the Parties are under investigation by the National Privacy Commission for a security breach requiring mandatory notification, as defined under the relevant laws and/or issuances of the National Privacy Commission. Such suspension shall commence upon the issuance of an order for investigation by the National Privacy Commission under its Rules of Procedure.

X REPRESENTATIONS AND WARRANTIES

  1. Both Parties warrant that:
    1. Both Parties are not under any restriction or obligation that could affect its performance of its obligations under these Terms.
    2. Neither party’s execution, delivery, and performance of these Terms and the other documents to which it is a party, and the consummation of the transactions contemplated in these Terms, will result in its violation or breach of the Data Privacy Act of 2012, its Implementing Rules and Regulations, the issuances of the National Privacy Commission, and other related and applicable laws, not shall it conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of any material contract.
    3. The party sharing the data has the right to grant the other party use of the Shared Data.
  2. The Parties warrant that they implement reasonable and appropriate safeguards to ensure that the Shared Data is protected from misuse and unauthorized access or disclosure.

XI SAFEGUARDS AROUND SHARED DATA

Any Party who receives Shared Data shall use appropriate safeguards to protect the Shared Data from misuse and unauthorized access or disclosure, including maintaining adequate physical controls and password protections for any server or system on which the Shared Data is stored, ensuring that Shared Data is not stored on any mobile device (for example, a laptop or smartphone) or transmitted electronically unless encrypted (using the encryption standard prescribed by the National Privacy Commission), and taking any other measures reasonably necessary to prevent any use or disclosure of the Shared Data other than as allowed under these Terms.

XII BREACH MANAGEMENT

  1. Report. Within twenty-four (24) hours of becoming aware of any unauthorized use or disclosure of the Shared Data or any security incident or possible security breach, a party shall promptly report such fact to the other party who shared data. Both Parties shall, within seventy-two (72) hours from knowledge such occurrence, notify the National Privacy Commission and the concerned data subjects in accordance with NPC Circular 16-03.
  2. Cooperation and Mitigation. A Party who receives the Shared Data shall cooperate with any mediation that the other party, in its discretion, determines is necessary to
    1. Address any applicable reporting requirements; and
    2. Mitigate any effects of such unauthorized use or disclosure of the Shared Data or any security incident or possible security breach, including measures necessary to restore goodwill with stakeholders, including research subjects, collaborators, governmental authorities, and the public.

XIII RETENTION AND DISPOSAL

  1. Shared Data shall not be retained in permanence or longer than necessary for the purpose for which the information was shared. Retention may only be allowed for legitimate business purposes that is consistent with applicable standards or approved by appropriate government agency.
  2. On the expiration or termination of the Service Agreement, the other Party shall promptly:
    1. return the Shared Data to the sharing party;
    2. delete all the Shared Data including confidential information provided by it relating to the data processing and sharing;
    3. destroy all copies it made of the Shared Data and any other property, information, and documents, including confidential information; and
    4. if requested, deliver to the requesting party an affidavit or certification confirming the other party’s compliance with the return or destruction obligation under this section.
  3. Upon termination or expiration of these Terms, the Party who receives the Shared Data shall cease all further use of any Shared Data, whether in tangible or intangible form.

XIV INDEMNIFICATION

The defaulting Party shall indemnify, defend and hold harmless the affected Party for all losses, damages, expenses, costs, suits, and claims sustained by the affected Party resulting from the breach of these Terms by the other Party.