Phiz Pay Activation Service

You wish to access the Phiz Pay service and have read and accepted the Phiz Pay Service Agreement. Both parties confirm that the Phiz Pay Service Agreement is an integral part of this Agreement and has the same legal effect. In case of any conflict with this Agreement, this Agreement shall prevail.

The parties enter into this Agreement based on the principle of equality and voluntariness.

Unless otherwise specified, the following terms are defined in this Agreement:

1.1 Phiz Chat: refers to the cross-platform communication tool provided by PHIZ APP LTDA (hereinafter referred to as "Phiz"), which supports single-person and multi-person participation, and instant messaging services such as sending text, voice, pictures and videos. It is composed of software systems and services such as relationship chain expansion tools, convenient tools, Phiz merchant accounts, and open platforms.

1.2 Phiz Pay Service: refers to the monetary funds transfer service provided by Phiz Pay for payers and payees based on Phiz and Phiz Open Platform and/or in cooperation with partner institutions. (hereinafter referred to as "this Service")

1.3 User: refers to a natural person who purchases goods or services from you using Phiz Pay services.

1.4 Phiz Merchant Number: refers to the electronic bookkeeping that Phiz configures for you to record your identity information, transaction information, and fund balance, and you use it to initiate transaction instructions. It is a type of Phiz account in the "Phiz Pay Service Agreement". The Phiz Merchant Number will be bound to the legal bank account you provide, and Phiz Pay will make corresponding fund deductions and collections from your bank account according to your transaction instructions and relevant agreements. (If you are a financial institution or other institution engaged in financial business, the Phiz Merchant Number configured by Phiz for you is only an in-transit fund account, and you cannot use it to initiate payment instructions. Fund transfers must be made directly through the bank accounts of both parties.)

1.5 Phiz Open Platform (hereinafter referred to as "Open Platform"): refers to the merchant management software system provided and maintained by Phiz. You should submit the relevant materials and information through this system to activate this service. After successful activation, you can use Phiz merchant account management and marketing promotion and other related functions through this system. The specific functions are subject to the actual provision of the system, and the system will be adjusted and increased or decreased according to the needs of Phiz Pay. If you use the Open Platform, you must also comply with the "Phiz Open Platform Use Agreement".

1.6 Open Platform Login Account: refers to the account you use to log in to the Open Platform and operate the Phiz Merchant Account. After you successfully apply for the Phiz Merchant Account, Phiz will send an email to the contact email address specified in this Agreement to inform you of your Open Platform Login Account and initial password. You can modify the initial password in the Open Platform. You can also set up multiple subsidiary login accounts and corresponding login passwords for the login account in the Open Platform as needed, and configure corresponding operation permissions for the subsidiary login accounts to query and operate the Phiz Merchant Account. (The Open Platform Login Account and its subsidiary login accounts are collectively referred to as the "Open Platform Login Account")

1.7 Settlement: refers to the act of Phiz recording the transaction funds to your Phiz merchant account within a certain period after the user purchases your goods or services, and withdrawing the funds to your bank account according to the agreement and your settings.

1.8 Withdrawal: Phiz, based on your instructions or agreement, issues a transfer instruction to the reserve deposit bank within a certain period, requiring the reserve deposit bank to transfer the corresponding funds to the legal bank account designated by you.

1.9 Phiz Pay Access Technical Specifications: refers to the technical specification documents and materials related to access to Phiz Pay published by Phiz on the Phiz Open Platform, including but not limited to interface specifications, security specifications, access guidelines, guidance documents, etc. (hereinafter referred to as “Access Technical Specifications”).

2.1 Scenarios and functions of this service. Phiz Pay provides you with a monetary fund transfer service. When a user purchases your goods or services, the transaction can be completed through this service. The specific application of this service includes but is not limited to the following scenarios: 1) Payment code payment: Payment code payment is a mode in which the user displays the "QR code" in the Phiz wallet to the merchant system for scanning and then directly completes the payment; 2) Native payment: Native payment is a mode in which the merchant system generates a payment QR code according to the Phiz Pay protocol, and the user then uses Phiz "Scan" to complete the payment; 3) JSAPI payment: JSAPI payment is a mode in which the user opens the merchant's H5 page in Phiz, and the merchant calls the Phiz Pay module on the H5 page by calling the JSAPI interface provided by Phiz Pay to complete the payment; 4) APP payment: APP payment is also known as mobile payment, and is a mode in which the merchant completes the payment by integrating an open SDK in the Phiz mobile application APP to call the Phiz Pay module; 5) H5 payment: refers to the merchant displaying goods or services on a mobile web page outside the Phiz client. When the user uses Phiz Pay on the aforementioned page, the merchant initiates this service to call the Phiz client and guide the user to use Phiz Pay; 6) Mini Program Payment: Mini Program Payment is a payment product specifically defined for use in Mini Programs. You can apply to open one or more of the above payment scenarios, and Phiz Pay will review and decide the type of payment scenario to be opened.

2.2 Service Limitation. This service can only be used for goods or services that you have declared and approved on the open platform, and each order cannot exceed the limit specified by Phiz Pay. You understand and agree that Phiz Pay has the right to adjust your transaction limit based on the type of goods or services you operate and the risk status of your business activities.

3.1 Payment system construction. Phiz is responsible for the construction, operation and management of the payment system and ensures the security of the system.

3.2 Transaction Inquiry. Phiz sets up an online transaction inquiry system and inquiry interface to provide you with merchant information management and transaction information inquiry services.

3.3 User Certificate. Phiz provides you with a "User Certificate" service, which will record your identity information, the operating authority of the Phiz merchant account, and the digital signature file when you submit a payment instruction to Phiz Pay.

3.4 Payment Instruction Verification. Phiz Pay verifies the authenticity and validity of your payment instruction based on your Open Platform login account, login password, and user certificate. When your Open Platform login account, login password, and user certificate are verified, it is deemed that you are operating the Phiz merchant account yourself, and Phiz Pay can execute the payment instruction without verifying other information.

3.5 Transaction Dispute Resolution. Phiz Pay only provides you with monetary fund transfer services. You are solely responsible for resolving any disputes with users or other entities. These disputes are not related to Phiz Pay. However, disputes regarding fund transfer services caused by Phiz Pay system failures are excluded.

3.6 Merchant Business Review. Phiz Pay has the right to review your business type and the goods and services sold through the Service regularly or irregularly. If you violate Article 2.2 of this Agreement or engage in business activities that do not comply with relevant national laws and regulations, Phiz Pay has the right to suspend or terminate the provision of services.

3.7 Transaction Stagnation. If you have no transaction record within 6 months from the date of account opening, or have not used this service to generate transaction volume for 180 consecutive natural days, Phiz Pay has the right to suspend the service and require you to re-verify your identity. If you do not cooperate or the identity verification fails, Phiz has the right to terminate this agreement without any legal liability. If your acceptance terminal or payment code has not generated any transaction for 3 consecutive months, Phiz Pay has the right to suspend the service and require you to re-verify your identity. If you do not cooperate or the identity verification fails, Phiz Pay has the right to stop providing you with payment collection services. If your acceptance terminal or payment code has not generated any transaction for 12 consecutive months, Phiz Pay has the right to stop providing you with payment collection services.

3.8 Delayed Settlement. If Phiz Pay finds that you may have engaged in money laundering, terrorist financing, fraudulent transactions, credit card cash withdrawal, malicious bankruptcy or other illegal and irregular activities, or if Phiz Pay finds that you have engaged in transactions with suspicious transaction characteristics such as concentrated transfers and dispersed transfers or in disputed transactions, Phiz Pay may delay the settlement of the corresponding funds in your Phiz Merchant Account. If the funds have been settled, Phiz Pay may delay the transfer to your designated bank account and payment account. For the funds with delayed settlement and delayed transfer, Phiz Pay will not resume the settlement and transfer of such funds until the suspicion of illegal and irregular activities is eliminated. If your actions cause Phiz Pay to suffer losses, you shall also bear the liability for compensation.

3.9 Identity Verification and Authorization. By using this service, you agree that Phiz Pay will collect, record and use the relevant information and data generated during your use of this service, including but not limited to the identity information, account information and transaction information of you and your legal representative and responsible person, and submit the aforementioned information to state agencies, financial institutions and other enterprises and institutions for identity verification and authorization. Phiz Pay has the right to collect, save and verify the audio and video materials of your legal representative and responsible person as needed. In order to provide better services, Phiz Pay and its affiliates have the right to collect, record and use the above information and data within the scope permitted by law.

3.10 Phiz Pay has the right to conduct risk management on your business, continuously monitor and analyze the transaction amount, number, type, time, frequency, payee, payee and other characteristics, and improve the suspicious transaction monitoring model. If Phiz Pay finds that the transaction amount, time, frequency and other abnormal circumstances are inconsistent with the business scope and scale of the designated merchant, it has the right to take measures such as delaying fund settlement, setting collection limits, suspending bank card transactions, and reclaiming acceptance terminals (closing the network payment interface).

3.11 The Company has the right to evaluate whether your system access to Phiz Pay and use of Phiz Pay related services comply with Phiz Pay access technical specifications and Phiz Pay requirements. If Phiz Pay finds that your system construction and operation do not comply with Phiz Pay access technical specifications, or your system has hidden dangers and risks in terms of stability, security, business continuity and confidentiality, Phiz Pay has the right to notify you to conduct inspections and rectifications within a time limit so that your system meets Phiz Pay access technical specifications and the requirements of this Agreement; if you fail to complete the inspection and rectification within the time limit, Phiz Pay has the right to take measures including but not limited to delaying fund settlement, setting a collection limit, suspending or terminating the provision of services to you.

4.1 Account opening and identity verification. When you apply to open a Phiz merchant account, you should truthfully provide Phiz with relevant business qualification information, including but not limited to ID number, CPF, CNPJ, identity certificate of the legal representative or person in charge, audio and video materials, telephone number, etc. If you are engaged in business activities that are subject to state regulations, special control, or require state pre-administrative approval, you should also provide the relevant qualification certificates. You should ensure the accuracy, authenticity, and completeness of the above information submitted. If your above information changes, or you move, close down, change your domain name or contact number and other information, you should notify Phiz in advance. Otherwise, Phiz has the right to suspend the service according to the specific circumstances. All complaints and disputes caused by your failure to notify in time shall be borne by you. Phiz has the right to require you to submit additional relevant information and materials in accordance with the provisions of national laws, regulations, rules and regulations, industry norms, and policy requirements. If you fail to submit the information within the time limit or fail to pass Phiz's verification, Phiz has the right to terminate this agreement or suspend all or part of the functions of your Phiz merchant account.

4.2 Account Usage and Cooperation with Inspections. You may not use the Phiz merchant account, the technical interface, security protocol and certificate provided by Phiz for purposes other than the scope of this Agreement, nor rent or transfer them to a third party for use. You may not pass off other merchants' transactions as your own transactions and settle with Phiz Pay. You should fully understand and be aware of the relevant legal responsibilities and disciplinary measures for renting, lending, selling and purchasing accounts, and commit to opening and using your account in accordance with laws and regulations. You are obliged to cooperate with Phiz and its outsourced service agencies to carry out inspections in accordance with regulatory requirements and relevant guidelines of relevant regulatory agencies.

4.3 Storing sensitive user information is prohibited. You may not store sensitive information such as user bank account passwords, bank card magnetic track information or chip information, bank card verification codes and expiration dates, and may not disclose user credit card information and debit card information.

4.4 Account custody and reporting loss. You should properly keep the Phiz Open Platform login account, Phiz merchant account and its password, as well as the SMS verification code, API Key, API certificate, etc. All actions under the Phiz Open Platform login account and Phiz merchant account will be deemed as your actions. If you need to report the loss of the Phiz Open Platform login account and Phiz merchant account, you should contact the customer service staff in time and follow the instructions of the customer service staff. If the customer service staff requires you to provide written proof materials before proceeding with the next report loss operation, you should submit the written proof materials in time. If you find that the Phiz merchant account has been stolen, you should immediately report the loss to Phiz. If the Phiz merchant account is stolen due to your poor management, all losses will be borne by you.

4.5 Stop payment and cancellation. Due to the real-time and immutable nature of the Phiz Pay system, any payment instruction you initiate to Phiz Pay cannot be revoked or changed after being executed by Phiz Pay. Once a payment instruction is executed by Phiz Pay, you may not request to stop payment, change or cancel it.

4.6 Standardized Use. Without the separate written authorization of Phiz Pay, you may not display links, pop-ups, or content and derivative products related to Phiz Pay on any web page or APP page, except for the domain name registered when applying for H5 Payment.

4.7 Merchant System Security and Maintenance. You shall be responsible for building your own hardware platform and bear the related equipment and communication costs. You shall strictly follow the access technical specifications of this service and the open platform to build and operate your own computer system and ensure the stability, security and business continuity of your own system. You shall verify the authenticity of the signatures in the Phiz Pay request and response data packets during the Phiz Pay transaction process, and ensure the security and confidentiality of the payment information data transmission process. You shall clarify to Phiz Pay the specific requirements of the parties' data transmission protocols, security mechanisms, hardware requirements, physical connections and other technical details, and properly handle various transaction anomalies reported by Phiz Pay. Phiz Pay has the right to upgrade and change the system, interface, access technical specifications, etc. from time to time according to operational, business, security and technical needs and notify you. You shall continue to pay attention to the notifications issued by Phiz Pay on access technical specifications, system and interface upgrades and changes, and verify within the deadline whether your system needs to complete the corresponding upgrades and modifications within the notification deadline to ensure that your system continues to comply with the Phiz Pay access technical specifications and the requirements of our company. Otherwise, all losses caused by this will be borne by you.

4.8 Real Transaction Background. You promise that the transactions initiated by this service are based on real transactions and you shall not use this service to engage in false transactions.

4.9 Save order information. You shall ensure the legality, authenticity, accuracy and completeness of order information. When accepting user orders, you shall record the following information , including but not limited to : user name, mobile phone number, product name, product number, unit price, total requested price, and delivery information. You shall provide detailed, authentic and reliable transaction fields to Phiz Pay as required by Phiz Pay, including but not limited to order number, product name, product description, etc. You shall also properly retain relevant transaction data and vouchers, including but not limited to orders and relevant documents signed by users when accepting goods, for at least one year from the date of transaction or termination of this Agreement. During the validity period of the Agreement and within one year from the date of termination of the Agreement, you shall deliver the relevant documents to Phiz Pay by letter or fax within seven working days after receiving the notification from Phiz Pay for inquiry notices and order adjustment requests.

4.10 Third-party online trading platform. If you operate a third-party online trading platform, you shall not use this service to engage in illegal payment and settlement business, and shall be equipped with corresponding systems, personnel and perfect systems. You shall identify the identity information and business qualifications of the secondary merchants, and collect and save the ID number, CPF, CNPJ, identity certificate of the legal representative or person in charge, audio and video materials, telephone number, etc. If the secondary merchants are engaged in business activities that are monopolized or controlled by the state or require national pre-administrative licenses, they shall also provide the relevant qualification certificates. You shall ensure the accuracy, authenticity and completeness of the above information submitted by the secondary merchants. At the same time, you shall also collect, save and transmit the transaction order information of the secondary merchants to Phiz, including but not limited to: ID number, CPF, CNPJ, identity certificate of the legal representative or person in charge, audio and video materials, telephone number, etc. You shall also properly retain the transaction data and vouchers of the secondary merchants, including but not limited to orders and relevant documents signed by users when accepting goods, for at least five years from the date of the transaction or the date of termination of this Agreement. During the validity period of the agreement and within five years from the date of termination of the agreement , you shall reply to Phiz Pay by letter or fax within two working days after receiving the notification from Phiz Pay regarding the inquiry notification and order adjustment request. For the risky transactions raised by Phiz Pay , you shall, as required by Phiz Pay, effectively identify and trace the transactions of its secondary merchants and implement measures to suspend business management when necessary, and bear all risk losses caused by the development and poor management of secondary merchants. You shall ensure that the secondary merchants will not develop the next level of merchants.

A third-party online trading platform refers to an information network system that provides web space, virtual business premises, trading rules, transaction matchmaking, information release and other services to two or more parties in online commodity trading activities, so that both parties or multiple parties can independently carry out trading activities.

Secondary merchants refer to natural persons or enterprises and institutions that sell goods or services on the third-party online trading platform you operate.

4.11 Risk prevention of third-party online trading platforms. If you operate a third-party online trading platform, you must monitor and manage the authenticity and legality of the transactions of secondary merchants. You should prevent secondary merchants from using Phiz Pay to engage in illegal activities such as credit card cash withdrawal, money laundering, and false transactions. If secondary merchants use Phiz Pay to engage in illegal activities such as credit card cash withdrawal, money laundering, and false transactions, Phiz has the right to terminate this agreement and hold you accountable for breach of contract.

4.12 Anti-cash-out and anti-money laundering. You shall not take the initiative or assist cardholders in illegal operations such as credit card cash-out, money laundering, transaction splitting, etc., and shall not engage in serious risk behaviors such as false applications and malicious bankruptcy. Otherwise, Phiz has the right to suspend or terminate the provision of the services under this Agreement and report your information to the Central Bank of Brazil and other relevant regulatory agencies.

4.13 Physical and Virtual. If you need to use this service to sell both physical and virtual goods or services, you should apply for Phiz merchant accounts for physical and virtual goods or services respectively, and you may not use the same Phiz merchant account to sell both physical and virtual goods or services. Otherwise, Phiz has the right to terminate this agreement and hold you liable for breach of contract.

Physical goods refer to physical products that require logistics distribution or goods or services that require recording and verification of consumer identity information; virtual goods refer to non-physical goods or services that do not record the purchaser's identity information and do not require logistics distribution.

4.14 H5 Payment. If you use H5 Payment, you promise that: 1) except for the domain name registered when applying for H5 Payment, you shall not display any link, pop-up window or content related to "Phiz Pay" or its derivative products on any H5 webpage or APP page; 2) you guarantee not to let any other party use the content, interface and its derivative products related to H5 Payment.

4.15 Security Rules. You may not reverse engineer the computer systems and programs of Phiz Pay, copy, modify, compile, integrate or tamper with the aforementioned systems and programs (including but not limited to source programs, target programs, software documents, data running in local computer memory, data from the client to the server, server data, etc.), or modify or add the original functions of the software system of any service provided by Phiz Pay.

4.16 Transfer Quantity and Limit Setting. You can set the daily cumulative transfer limit and number between payment accounts and payment accounts, and between payment accounts and bank accounts in the Open Platform or related systems. If the limit and number are exceeded, Phiz Pay will no longer process the transfer business. Phiz Pay has the right to adjust your cumulative transfer limit and number based on your business risks and Phiz Pay's own risk control needs. If you do not accept Phiz Pay's unilateral adjustment, both parties may terminate this Agreement without liability to each other.

4.17 You shall effectively safeguard the legitimate rights and interests of consumers and shall not take discriminatory measures against consumers who use different payment methods.

4.18 Other obligations you should comply with:

(1) You may not use the purchase order, purchase settlement form, business acceptance sign, or terminal equipment for purposes other than those approved by Phiz Pay, nor may you allow it to be used by a third party other than within the scope of the agreement;

(2) The Phiz Pay interface shall not be delegated or transferred to a third party;

(3) Personnel without their original ID cards shall not be recruited as cashiers, and cashiers who have not been trained and qualified shall not be allowed to operate acceptance terminals;

(4) For gold and silver coin shops, jewelry shops, brand-name watch shops, gold and silver coin shops and other high-risk shops, you must install video surveillance facilities to clearly record the payment process, and retain the video materials for no less than 3 months;

(5) Verify the original ID card of the user for Phiz Pay transactions with a single transaction amount exceeding (inclusive of) R$50,000 ;

(6) Accept Phiz Pay in accordance with the agreed terms of the agreement and may not refuse to accept Phiz Pay during the validity period of the agreement;

(7) You may not initiate transactions on behalf of other merchants, and you may not resell or rent acceptance terminals (online payment interfaces) and bank settlement accounts;

(8) You may not ask other merchants to initiate transactions on your behalf, and you may not use resold or rented acceptance terminals (online payment interfaces) and bank settlement accounts;

(9) Properly keep transaction data and information, ensure that only authorized personnel have access to it, and establish a sound internal settlement management system;

(10) No additional fees or charges shall be imposed on consumers, or services provided shall be lower than those paid in cash;

(11) You are not allowed to alter the amount on the signed order, split the order, cash out, move the machine, accept credit cards that are on the stop payment list, use in excess of the authorized limit, fail to carefully check the signature and credit card expiration date, or return goods in cash.

4.19 Protect the legitimate rights and interests of consumers. You shall effectively safeguard the legitimate rights and interests of users, ensure that users using various payment methods enjoy consistent and fair treatment, and shall not pass on or disguisedly pass on the service fees charged by Phiz Pay to users using specific payment methods, and shall not unreasonably refuse users to use the payment methods that have been opened. In order to enrich the types of payment services, the Company may jointly provide payment services to users and merchants in some scenarios with cooperative institutions, and provide users with more optional payment methods on the premise of ensuring the safe and stable operation of the platform, the security of user data and user experience. You shall not unreasonably refuse users to use the payment methods they have selected.

4.20 Merchants' right to choose independently. Phiz Pay will be committed to protecting merchants' right to choose independently. Merchants have full autonomy to choose third-party payment services other than Phiz Pay. Phiz Pay will not make any illegal interference in merchants’ right to choose independently.

5.1 Phiz Pay Fees (tax included)

5.1.1 You shall pay Phiz Pay the Phiz Pay fee (hereinafter referred to as “Payment Fee”) for using the Service.

5.1.2 Phiz Pay will deduct a certain payment fee from each of your transactions. The payment fee rate shall be subject to the records approved by the Open Platform. During the cooperation process, you may enjoy the preferential rate given by Phiz Pay within a certain period of time if you meet the relevant preferential conditions. When you no longer meet the preferential conditions or the preferential period expires, Phiz Pay has the right to restore the rate to the original rate, which shall be subject to the records approved by the Open Platform.

5.1.3 In the event of national policy adjustments, or policy adjustments by the Central Bank of Brazil or its partner institutions, Phiz Pay has the right to adjust the payment fee rate accordingly and notify you. If you do not raise any written objection to the adjusted payment fee rate within five working days after receiving the notification from Phiz Pay, the adjusted fee rate will be applied. If both parties cannot reach an agreement on the fee rate change, this Agreement may be terminated.

5.2 Error

All parties confirm and agree that any minor error in rate settlement caused by rounding to two decimal places will be recognized by all parties.

5.3 Transaction Settlement

5.3.1 After deducting the payment fee, Phiz Pay will credit the remaining transaction amount to your Phiz merchant account number.

5.3.2 Your withdrawal account is the bank account with the same name you submitted when applying for this service or other bank account of an organization with a legal fund management relationship. If the transaction funds cannot be withdrawn to the bank account you submitted on time due to your or the bank's reasons, Phiz does not assume any responsibility.

5.3.3 If you need to change the withdrawal account or authorize settlement, you should sign a supplementary agreement with Phiz Pay or modify it by yourself on the open platform. You will be responsible for any additional costs or losses caused by your change of account or designated payee but failure to notify Phiz Pay in time.

5.3.4 For transactions occurring on T day, if you do not make any special settings or operations, Phiz Pay will withdraw the transaction amount after deducting the payment fee to your bank account according to the period of record approved by the Open Platform. The time of arrival of the funds depends on the clearing cycle of the bank system (if you are a financial institution or other institution engaged in financial business, Phiz Pay has the right to regularly clear the balance of your Phiz merchant account according to the time announced by the Phiz Pay Open Platform and withdraw the corresponding funds to your bank account. You should recharge in time after the merchant account is cleared to avoid affecting the settlement of fees, refunds and other funds).

5.3.5 You may apply to change the withdrawal rules according to the guidance of the Open Platform and Phiz Pay Customer Service. The final decision shall be subject to the approval record of the Open Platform.

5.3.6 If you have accessed this service for less than 90 days or have not traded normally for 30 consecutive days after accessing this service, Phiz Pay will not provide T+0 fund withdrawal service. Phiz Pay will record your transaction funds on day T to the Phiz merchant account, and you may not transfer the transaction funds on day T. Regardless of when you access this service, Phiz Pay has the right to adjust the withdrawal cycle according to your operating conditions, business changes and actual compensation situation, and notify you by email.

5.3.7 If there is any inconsistency between your account reconciliation data and Phiz Pay data, the Phiz Pay data shall prevail.

5.3.8 If you require Phiz Pay to issue an invoice, you shall submit accurate and complete invoice information in a timely manner in accordance with Phiz Pay's requirements before the first invoice is issued. Phiz Pay will issue you a VAT service fee invoice for the previous month for Phiz Pay's handling fees every month. If you require a special VAT invoice, you shall submit relevant qualification materials to Phiz Pay.

6.1 Phiz Pay has the right to require you to pay a risk deposit, and the amount of the deposit shall be subject to the record approved by the Open Platform. During the validity period of this Agreement, the risk deposit will be frozen in your deposit account, and you may not unfreeze, withdraw or use it in advance.

6.2 Phiz Pay has the right to adjust the amount of security deposit you should pay according to your business conditions, business changes and actual compensation, and notify you by email to make up the security deposit. If you fail to make up the security deposit within five working days after receiving the notice, Phiz Pay has the right to suspend the provision of services to you. If you fail to make up the security deposit within thirty days after receiving the above notice, Phiz may unilaterally terminate this contract without assuming any legal liability.

6.3 If you have not committed any breach of contract in the process of using the Phiz Merchant Account and the Service, and you have not received any third-party complaints or transaction disputes for one year after you have voluntarily cancelled the Service, the risk deposit in the margin account shall be unfrozen, and you may withdraw the principal of the margin on your own initiative. Prior to this, you have no right to use the principal of the margin, and the margin will be returned to you without interest after it is unfrozen.

6.4 If you violate national laws, regulations, policies, or decrees, or you violate your commitments to users or your agreements with Phiz Pay, causing losses to users or Phiz Pay, Phiz Pay has the right to directly use the security deposit you paid to compensate users or Phiz Pay. If the security deposit is not sufficient for compensation, Phiz Pay can directly deduct it from your pending settlement amount. If it is still not sufficient for compensation, it can continue to claim compensation from you.

For refunds in your transactions, please follow the following rules:

7.1 When you submit a refund request to Phiz Pay, you should have sufficient funds in your Phiz Merchant Account for the refund. Phiz Pay has the right to deduct the refund amount directly from your Phiz Merchant Account to complete the refund. If the refund cannot be made due to insufficient funds, you will bear the consequences. When Phiz Pay processes the refund according to your refund request, if the refund fails due to bank or user reasons, Phiz Pay may refund the refund amount to your Phiz Merchant Account, and you can initiate a refund request again or process the refund yourself.

7.2 Phiz Pay will not charge any additional transaction fees for refunds. However, if the bank needs to charge Phiz Pay any other related fees, such fees shall be borne by you. Phiz Pay may deduct the fees from your transaction amount after paying the fees for you.

7.3 You are responsible for resolving and assuming any refund disputes or liabilities resulting from users’ refusal to pay transaction amounts.

8.1 Unless otherwise agreed in this Agreement, neither party may disclose the contents of this Agreement, user personal information, user payment information, interface technology, security protocols and certificates to any third party without the written consent of either party.

Each party shall be responsible for keeping confidential the commercial secrets and technical secrets obtained in the performance of the Agreement. Phiz Pay has the right to disclose your relevant business information in any of the following circumstances:

(1) Financial regulators such as the Central Bank of Brazil require Phiz Pay to provide your relevant business information;

(2) The relevant administrative authorities require Phiz Pay to provide your relevant business information;

(3) User complaints, requiring Phiz Pay to provide your relevant business information, which Phiz Pay considers can be provided after verification.

The commercial information referred to in this Agreement includes but is not limited to transaction information such as transaction number, transaction voucher, fund flow, etc. between you and the user.

8.3 Each party shall ensure that its employees and agents will comply with the confidentiality obligations set forth in this clause.

8.4 The above confidentiality obligations shall be valid for five years after the termination of this Agreement .

9.1 Any violation of the obligations agreed upon in this Agreement by any party shall constitute a breach of contract.

9.2 If you have any of the following circumstances, Phiz has the right to unilaterally terminate this Agreement and require you to bear the relevant compensation liability:

(1) Directly or indirectly participating in fraud, or renting, lending, selling, or purchasing bank accounts (including bank cards) or payment accounts, or buying and selling POS machines (including MPOS), card readers, and other acceptance terminals online, or suspected of engaging in other illegal or criminal activities;

(2) The business and financial conditions have deteriorated and it is unable to operate normally, or it has been included in the "List of Seriously Illegal and Dishonest Enterprises" by the National Enterprise Credit Information Publicity System, or the registered address of the unit does not exist or the business location is fictitious;

(3) You or your legal representative or person in charge is blacklisted by a bank card clearing agency, other state agencies, enterprises or institutions, or has a record of being punished by a state agency or industry association;

(4) Carry out illegal operations, or violate this Agreement, the Phiz Pay Service Agreement, the Phiz Open Platform Service Agreement and other agreements, and refuse to correct the violations after being pointed out, or make corrections within a reasonable period but fail to meet the rectification requirements and goals of Phiz Pay;

(5) Unreasonably refuse or intentionally delay Phiz Pay transaction inquiry, order inquiry or monitoring request;

(6) Entering bankruptcy proceedings, being dissolved, or having its business license revoked;

(7) Carry out any behavior that is detrimental to the interests of Phiz Pay or Phiz;

(8) Violate this Agreement or use the services provided by Phiz Pay to engage in illegal business;

(9) Your software and hardware systems have security issues, or do not comply with Phiz Pay access technical specifications and guidelines, and you refuse to make corrections after being notified by Phiz Pay;

(10) A risk event occurs or a transaction is deemed abnormal by Phiz Pay;

(11) Violation of the relevant rules and regulations of Phiz Pay.

10.1 If any of the following circumstances occurs, Phiz has the right to cancel your Phiz Merchant Account and transfer the remaining funds in the Phiz Merchant Account to your bank account, unless otherwise provided by law or otherwise agreed in this Agreement:

(1) You take the initiative to apply to cancel your Phiz merchant account;

(2) This Agreement is terminated or cancelled;

(3) You use the Service to engage in illegal activities;

(4) You violate this Agreement or other agreements signed with Phiz.

10.2 Regardless of whether your Phiz Merchant Account is cancelled or not, Phiz has the right to freeze or deduct the funds in your Phiz Merchant Account in accordance with legal provisions or the legitimate requirements of state agencies.

11.1 A party that is unable to perform or cannot fully perform this Agreement due to force majeure may be exempted from liability. Force majeure refers to objective circumstances that cannot be foreseen, avoided, or overcome by the parties to this Agreement. In addition, given the special properties of the network, if any of the following circumstances occur, resulting in Phiz Pay being unable to perform its obligations under this Agreement, the parties may be exempted from liability:

(1) Hacker attacks, computer virus intrusion or outbreak;

(2) The computer system is damaged, paralyzed or cannot be used normally, resulting in the loss of information or records, and Phiz Pay cannot provide the services under this Agreement;

(3) Significant impact caused by technological adjustments in the telecommunications sector;

(4) Termination of service due to government regulation;

(5) Other reasons not caused by the parties.

11.2 Any party that encounters the above force majeure event shall immediately notify the other parties in writing of the event. Each party shall decide whether to continue to perform this Agreement based on the extent of the event’s impact on the performance of the Agreement.

12. Risk Warning and Special Agreements

12.1 The parties are fully aware of the current situation that "the domestic e-commerce environment in Brazil is not yet mature, and the e-commerce legislation and credit system are still imperfect" and the risks involved in conducting e-commerce business. The parties commit to taking reasonable risk prevention measures to avoid or reduce risks as much as possible.

12.2 During the transaction of this service, you should actively prevent the risk of payment rejection by the bank card holder and solve the problems arising in the transaction in a timely manner:

(1) If any of the following situations occur during the transaction, including but not limited to untrue transactions, fraud, counterfeit transactions, leakage of cardholder account information, or your violation of national laws or your violation of your commitments to users and your violation of the agreement with Phiz, you shall bear all losses caused by the above situations;

(2) If there are suspicious situations such as cardholder denial of transaction, cardholder refusal to pay, concentrated transfer in and dispersed transfer out during the transaction, you shall provide Phiz Pay with the corresponding transaction voucher in accordance with the requirements of Articles 4.8 and 4.9 of this Agreement. If you fail to provide the voucher, or the voucher you provide does not meet the relevant industry standards, or you fail to stop the suspicious transaction and control the corresponding funds in time after Phiz Pay’s written notice (including email notification), you shall bear all losses caused by the above circumstances.

If you cause losses to Phiz Pay due to the above circumstances, Phiz Pay has the right to directly deduct an amount equal to the amount of loss from your security deposit, and you must replenish the security deposit in time. If the security deposit is insufficient for compensation, Phiz Pay can directly deduct it from your pending settlement amount, and if it is still insufficient for compensation, it can continue to claim compensation from you.

12.3 During the payment transaction, you shall strictly abide by the policies and regulations of the Central Bank of Brazil on online banking and credit card transactions, and shall not conduct false transactions, illegal cash withdrawal, money laundering, etc. You shall not directly or in disguise engage in Internet gambling, pornographic platforms, Internet lottery sales platforms, illegal foreign exchange, precious metal investment trading platforms, illegal securities and futures trading platforms, token issuance financing and virtual currency trading platforms, and you shall not conduct asset management business through the Internet without the approval of the regulatory authorities, and illegal transactions such as commodity trading venues that have not obtained provincial government approval, otherwise Phiz Pay has the right to terminate the payment and settlement services for you.

12.4 You promise that the source of funds you recharge into the merchant account is legal and there is no ownership dispute. Otherwise, you shall bear all losses and legal liabilities caused by breach of the above commitment.

12.5 If the business you operate is subject to real-name requirements according to laws and regulations, you promise to use the payment function provided by Phiz Pay for real-name business. Otherwise, you shall bear all losses and legal liabilities caused by breach of the above commitment.

13.1 The intellectual property rights of the content provided by Phiz Pay in this cooperation (including but not limited to trademarks, logos, web pages, texts, pictures, etc.) belong to Phiz.

13.2 Unless otherwise stated, the copyright, patent rights and other intellectual property rights of the software systems, technical interfaces, security certificates, etc. provided by Phiz in this cooperation belong to Phiz.

13.3 The above intellectual property rights are protected by law and may not be used or related derivative works created in any form without the permission of Phiz or the relevant rights holder.

13.4 Phiz Pay has the intellectual property rights to materials, promotional materials and scanning devices with Phiz Pay’s words, logos, images and other information. You shall not replace, cover, smear, hide or destroy materials, promotional materials and scanning devices with Phiz Pay’s words, logos, images and other information in your business premises, or assist or allow others to replace, cover, smear, hide or destroy materials, promotional materials and scanning devices with Phiz Pay’s words, logos, images and other information. Otherwise, you shall restore the original state and compensate for the losses as required by Phiz Pay. Phiz Pay has the right to require you to correctly display Phiz Pay’s words, logos, images and other information as required by Phiz Pay when using Phiz Pay. If you fail to display them correctly, Phiz Pay has the right to require you to correct them within a time limit. If you fail to correct them within the time limit, Phiz Pay has the right to take measures against you, including but not limited to increasing the payment fee rate and restricting some or all functions of the merchant number.

Phiz may revise this Agreement due to changes in national laws and regulations, market development, etc. Phiz will announce the revised Agreement to you in advance through Phiz messages, emails, platform information or websites, etc. If you do not agree with Phiz's revision of this Agreement, you may immediately notify Phiz in writing to terminate the provision of services to you. Your continued use of the services shall constitute your acceptance of the revised Agreement.

15.1 All matters concerning the interpretation, application, dispute resolution and other matters of this Agreement shall be subject to the laws of mainland China.

15.2 In case of any dispute arising from this Agreement, the parties shall negotiate in a friendly manner. If no agreement can be reached through negotiation, the parties shall submit the dispute to the People's Court with jurisdiction over the location of Phiz for litigation.

16.1 The validity period of this Agreement shall be based on the time confirmed by the Open Platform and shall be valid for one year. If neither party notifies the termination of the Agreement in writing one month before the expiration of the validity period and neither party makes a request for a rate change during the validity period of the Agreement, this Agreement shall be automatically renewed for one year with no limit on the number of renewals; except for the circumstances stipulated in Articles 5.1.2 and 5.1.3 of this Agreement, if Phiz Pay makes a request for a rate change during the validity period of the Agreement and notifies you in the form of a Phiz message, email or Open Platform message, and you continue to use the Service within 30 days from the date of the message, Phiz Pay shall have the right to charge you a handling fee according to the changed rate from the expiration of the 30th day and deduct it from your pending settlement amount.

16.2 Each party has the right to terminate this Agreement in advance based on its own operational needs without incurring any legal liability. If this Agreement needs to be terminated in advance, the party that initiates the termination shall notify the other parties in writing or by email one month in advance.

16.3 After the Agreement is cancelled or terminated, the clauses concerning deposit, refund and confidentiality shall remain valid and the parties shall continue to comply with them.

16.4 After this Agreement is amended and becomes effective, it will automatically replace the Phiz Pay Service Agreement previously signed by both parties, and replace the previous agreements, memoranda, statements or other obligations (whether in written or oral form, including various forms of communication) reached by both parties regarding the matters agreed upon in this Agreement. Both parties unanimously agree that the latest version of this Agreement shall prevail.