M-DAQ Terms of Services: Schedule 3

‍Schedule 3 – Multi-Currency Account (Partner Services) Terms

1.1   Partner Services: M-DAQ will provide the M-DAQ Multi-Currency Account to the Client’s         end customers ("End-Customers") according to the requirements as set out in this         Schedule 3 ("Partner Services"). To ensure that the End-Customers have read,         understood and agreed to the M-DAQ Multi-Currency Account and Payments Standard         Terms and Conditions which govern the use of the M-DAQ Multi-Currency Account, the         Client warrants that it will enter into legally binding agreements with its End-Customers to         subject them to the obligations under the M-DAQ Multi-Currency Account and Payments         Standard Terms and Conditions.

1.2   General use: The Client and its personnel must use the Partner Services in accordance         with this Agreement solely for:

        a   the Client’s own business purposes; and

        b   lawful purposes.

1.3   Client’s obligations in connection with End-Customer: For the provision of the
        M-DAQ Multi-Currency Account to the End-Customer, the Client must:

       a   observe the conduct of the End-Customer’s account and scrutinise transactions              undertaken throughout the course of business relations, to ensure that the              transactions are consistent with the Client’s knowledge of the End-Customer, its              business and risk profile and where appropriate, the source of funds, and notify              M-DAQ should the Client have any reasonable grounds for suspicion that existing              business relations with an End-Customer are connected with money laundering or              terrorism financing;

        b   comply with applicable laws and regulations, including but not limited to, anti-money              laundering and countering the financing of terrorism sub-legislation, notices,              guidelines and guidance issued by the Monetary Authority of Singapore, and trade              and economic sanctions laws and regulations, as amended from time to time;

        c   immediately provide M-DAQ with all documents and information including those              from the End-Customer as requested from time to time;

        d   (if applicable) immediately inform M-DAQ in case it ceases or fails to maintain any              of its licenses (including the payment service provider license issued by Monetary              Authority of Singapore or the equivalent in its respective jurisdiction); and

        e   ensure that the End-Customer is: (i) the direct customer of the Client, and (ii) not              able to provide or resell the M-DAQ Multi-Currency Account and/or Partner              Services to other parties, including other payment service provider companies.

1.4   Know-Your-Customer (KYC) documentation: The Client agrees to submit accurate and         up-to-date KYC documentation (based on M-DAQ’s requirement) of End-Customer to         M-DAQ. Such documentation shall include (but is not limited to) the fully completed         Customer Due Diligence (CDD) Form, the End-Customer company profile, authorization         form from End-Customer to identify user/approver/administrator of End-Customer         account, identification documents of Ultimate Beneficial Owner (UBO), directors and the         appointed authorized users, and any other documents required in accordance with         M-DAQ’s CDD requirement. Failure to provide or update KYC documentation in a timely         manner may result in the suspension or termination of services provided by M-DAQ.

1.5   If Scenario 1 or Scenario 2 are selected in the Agreement, the Client shall grant M-DAQ         authority to act on instructions from its End-Customers without further inquiry on the         authority of such instructions and indemnify M-DAQ from any compliance, legal and         regulatory issues related to authorisation of transaction instructions, the execution of         transaction instructions, KYC and anti-money laundering and combating of financing of         terrorism.

1.6   Co-operation and assistance: To assist M-DAQ in providing the M-DAQ Multi-Currency         Account to the End-Customers, the Client shall co-operate with M-DAQ and provide any         and all reasonable assistance as may be required by M-DAQ. In particular, the Client shall:

        a   promptly make decisions (including approvals) and provide M-DAQ with all              information reasonably required to provide the M-DAQ Multi-Currency Account to              End-Customers;

        b   assist in the integration with M-DAQ’s API and ensure that accurate data is sent to              M-DAQ’s API;

        c   in respect of any End-Customer in relation to: (i) a payment transaction; or (ii) a              series of payment instructions, with a value exceeding SGD500,000 (or its equivalent              value in other currencies), immediately provide to M-DAQ all data, information, and              documents related to such End-Customer payment transaction, including, without              limitation, any invoices, bills of lading, supporting sale documentation, and              documents reviewed by Client in connection with Client’s performance of KYC              checks on such relevant End-Customer (collectively, “Transaction Documentation”);

        d   in respect of any other End-Customer payment transaction identified by M-DAQ as              requiring further information, provide Transaction Documentation to M-DAQ within              twenty-four (24) hours of M-DAQ’s written request;

        e   If Scenario 2 is selected in the Agreement, in respect of an End-Customer, provide              the identification information (namely full name, unique identification number,              residential address, date of birth, and nationality) and verification document(s) (that              can be used to validate all identification information such as identity card, passport,              and proof of residential address) of the authorized user/signatory/natural person              appointed to act on behalf of such End Customer), within 3 business days upon              request by M-DAQ. If Client is unable to provide the relevant information or              document within the stipulated time frame, Client agrees that M-DAQ has the right              to suspend the account of the End Customer immediately;

        f    promptly notify M-DAQ in writing of any change in Client or End-Customer              information, including but not limited to any termination of an End-Customer; and

        g   promptly provide M-DAQ with any further information which may be required from              time to time for the purposes of M-DAQ’s general policies or the provision of the              M-DAQ Multi-Currency Account and/or Partner Services.

             Client agrees that M-DAQ shall not be liable for any delays arising in connection with              Client’s delay in the provision of Transaction Documentation.

1.7   Access conditions: When accessing the M-DAQ Multi-Currency Account and/or Partner         Services, the Client and its personnel must:

        a   not impersonate another person or misrepresent any authorisation to act on behalf              of others or M-DAQ;

        b   correctly identify the sender of all electronic transmissions;

        c    not attempt to undermine the security or integrity of the underlying software, IT               solutions, systems and networks (including software and hardware) used to provide               the M-DAQ Multi-Currency Account and/or Partner Services, including any third               party software, IT solutions, systems or networks ("Underlying Systems");

        d    not use, or misuse, the M-DAQ Multi-Currency Account and/or Partner Services in               any way which may impair the functionality of the Underlying Systems or impair the               ability of any other user to use the M-DAQ Multi-Currency Account and/or Partner               Services;

        e    not attempt to view, access or copy any material or data other than:

               i   that which the Client is authorised to access; and

               ii  to the extent necessary for the Client and its personnel to use the M-DAQ                    Multi-Currency Account and/or Partner Services in accordance with the                    Agreement;

         f    not use the M-DAQ Multi-Currency Account and/or Partner Services in a manner,               and not transmit, input or store any data, that breaches any third party right               (including intellectual property rights and privacy rights) or is objectionable, incorrect               or misleading; and

        g    comply with the M-DAQ Multi-Currency Account and Payments Standard Terms and               Conditions.

1.8   Authorisations: The Client is responsible for procuring all licences, authorisations and         consents required for it and its personnel to use the M-DAQ Multi-Currency Account         and/or Partner Services.

1.9   Change request: Either party may request an amendment to the scope of the Partner         Services or any other change to this Schedule at any time by providing notice of a change         request to the other party ("Change Request"). No party shall be obliged to agree to a         Change Request, in particular where the Change Request is not reasonably technically         feasible or commercially viable.

1.10 Indemnity: In consideration for the Partner Services, the Client agrees to indemnify         M-DAQ, any of its affiliates, its and their respective directors, officers, employees and         agents and each other person controlling M-DAQ or any of its affiliates (each, an         "Indemnified Party") and hold each of them harmless from and against any and all: (a)         liabilities, losses, claims and damages; and (ii) investigations, fines, penalties, sanctions,         enquiries, orders, decrees, judgements and regulatory actions imposed by any court,         government authority or regulatory body outstanding or anticipated (collectively,         "Liabilities" and singly, “Liability”) from:

        a   any acts or omissions of the End-Customers and/or the Client in connection with the              Partner Services;

        b   breach of any Know-Your-Customer and/or customer due diligence requirements              relating to the End-Customers and the on-boarding of End-Customers, with M-DAQ              relying on the Client to have satisfactorily completed such preceding requirements;              and

        c   M-DAQ relying and acting on any instructions received by it relating to the Partner              Services and relevant account(s) in connection with the Partner Services without any              further inquiry or due diligence as to the authenticity or accuracy of such instructions              received.

1.11 The Client also agrees to reimburse each Indemnified Party for any legal and other         expenses reasonably incurred in connection with investigating, preparing for, defending,         responding to third party claims, preparing to serve or serving as a witness with respect         to, providing evidence in, or otherwise relating to any pending or threatened action,         claim, suit, proceeding or investigation (each and collectively, an "Action"), whether or         not such Action is initiated or brought by or on behalf of the Client, arising in any manner         out of or in connection with the rendering of the Partner Services, any transaction related         thereto or an Indemnified Party’s role in connection therewith (whether or not any         Indemnified Party is a party to such Action) or in enforcing this Agreement, in each case         as such expenses are incurred. The Client further agrees that no Indemnified Party shall         have any Liability (whether direct or indirect, in contract or tort or otherwise) to the Client         or any person asserting claims on behalf of or in right of the Client arising in any manner         out of or in connection with the rendering of the Partner Services, any transaction related         thereto or an Indemnified Party’s role in connection therewith, except and solely to the         extent it is finally judicially determined that such Liability resulted from the gross         negligence or wilful misconduct of such Indemnified Party.