Terms of Payment (Integrator) Service

Definitions
1. In these Terms of Payment (Integrator) Service, capitalised terms shall have the meaning ascribed to them in the Spot Payment (Integrator) Service Order Form and/or Online Payment (Integrator) Service Order Form (“Service Order”) signed between the Merchant and the Company, unless otherwise defined herein. The following terms have the following meanings:
1. “Alipay” means Alipay.com Co., Ltd., Alipay Payment Services (HK) Limited or any of their affiliates in Hong Kong or PRC (as defined below).
2. “Alipay Account” means an account allocated to an Alipay User who has completed the membership registration process with Alipay in Hong Kong or PRC. Each Alipay Account is for payment and collection between Alipay and the applicable Alipay User;
3. “Alipay App” means Alipay mobile applications for use by Alipay Users to make cashless payment;
4. “Alipay Contract” means Alipay service contract signed between Alipay and Merchant relating to the provision of Alipay Service (as defined below) provided by Alipay;
5. “Alipay Service” means processing of payments and authorization of such payments made by Alipay Users through online payment or spot payment in connection with any Transaction (as defined below) and provision of services relating to settlement with the Merchant with respect to the said payments;
6. “Intellectual Property” means any (i) copyright, patent, know-how, domain names, trademarks, trade names, service marks, brand names, corporate names, logos and designs and all associated goodwill; (ii) applications for registration and the right to apply for registration for any of the same; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world (including its application programming interfaces);
7. “Payment” means the payment made or to be made by an Alipay User to the Merchant for the purposes of completing the relevant Transaction;
8. “Personal Data” means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and (c) in a form in which access to or processing of the data is practicable;
9. “PRC” means the People’s Republic of China (excluding Taiwan, Hong Kong and Macao);
10. “Product(s)” means any and all goods, products, services and/or items that Merchant and/or the Participating Restaurant(s)/Outlet(s) makes available for sale to any person, including the Alipay Users;
11. “Transaction” means sale and purchase transaction of Product(s) by Alipay Users’ from Merchant and/or the Participating Restaurant(s)/Outlet(s) through Payment (Integrator) Service; and
12. “Unauthorized Payment” means any Payment that has not been authorized by the relevant Alipay User.
Fee
1. In consideration for the Company’s provision of the Payment (Integrator) Service to the Merchant pursuant to the terms of the Agreement, the Merchant will pay the Company fees and/or charges as set out in the Agreement. In case if the Merchant has been signed up for using Spot Payment (Integrator) Module of the System, the Company reserves the right to adjust the Subscription Fee at any time after the Initial Term by issuing 2 months’ prior written notice to the Merchant and if the Merchant does not agree to such revised Service Fee, it shall be entitled to terminate the Agreement by serving 1 month’s prior written notice to the Company.
Risk Management
1. The Merchant agrees that if the Company determines in its sole discretion that certain features of the Payment (Integrator) Service may be subject to high risk of Unauthorized Payments or fraudulent Transactions, the Company may suspend or terminate, with reasonable notice, the provision of such part of the Payment (Integrator) Service.
2. The Merchant shall use its best efforts to promptly answer any Alipay Users’ enquiries and resolve any disputes in relation to the goods and/or services provided by the Merchant or the Participating Restaurant(s)/Outlet(s).
3. The Merchant shall be responsible for all costs and loss incurred by any disputes in relation to the goods and/or services provided by the Merchant and/or the Participating Restaurant(s)/Outlet(s).
Payment Policies
1. The Merchant will not transfer any Service Fee and any fees that it may be charged to Alipay Users in additional to what the Merchant would charge a customer for the relevant Transaction in the normal course of business.
2. The Merchant fully acknowledges that the Company must not provide Payment (Integrator) Service with respect to any Transaction which is prohibited by the Agreement, applicable laws and regulations or violates the Company’s internal policies, or which will result in the Company being considered to have breached any applicable laws and regulations. The Merchant will not sell any Products through the Payment (Integrator) Service that contain articles prohibited or restricted from being sold under any applicable laws and regulations or under the terms and conditions of the Alipay Contract (“Prohibited Products”).
3. The Merchant shall ensure that no Transaction being submitted for the System’s processing involves or relates to any Prohibited Products (“Prohibited Transaction”). The Company will have the right to refuse to provide any Payment (Integrator) Service with respect to any Prohibited Transaction.
4. The Merchant will use Payment (Integrator) Service only for the Products in connection with Merchant’s principal business.
5. The Merchants will maintain the records for each Transaction to justify its authenticity for a period of seven years after the completion of the Transaction. To the extent permitted by law, the Merchant shall ensure that the Company, Alipay, the relevant service providers of the Company or Alipay and/or regulatory or governmental authorities having jurisdiction over the Company and Alipay be provided with or granted access to, the relevant Transaction information including but not limited to information on the Merchant, the Participating Restaurant(s)/Outlet(s), Products, and the amount, currency, time and counterparties to each Transaction, upon the Company’s request from time to time. Subject to any restriction under applicable laws, the Company will advise the Merchant of the names of such service providers or regulatory/governmental authorities and the subject matter to which such requests relate.
Warranties
1. The Merchant shall comply with all applicable laws and regulations on anti-money laundering, counter-terrorism financing and sanctions (together “AML”). In accordance with the Company’s AML, anti-fraud, and other compliance and security policies and procedures, the Company may impose reasonable limitations and controls on Merchant’s ability to utilize the Payment (Integrator) Service. Such limitations may include suspending/restricting any Payment (Integrator) Service with respect to any Transaction. The Company may, for the purposes of complying with relevant suspicious transaction reporting and tipping-off requirements under any applicable laws and regulations, report suspicious transactions to the relevant authorities.
Intellectual Property
1. Alipay owns all rights, title or interests in and to the software interface developed by Alipay comprising an overseas interface for Merchants (“Alipay Merchant Tool Interface”) associated with the provision of the Alipay Service via Payment (Integrator) Service or has otherwise been granted the appropriate licenses by the relevant owner with respect to such Intellectual Property. Subject to the terms of these Terms of Payment (Integrator) Service and, as the case may be, any agreement between Alipay and the Merchant, Alipay grants the Merchant during the term of the Agreement, a license to use the relevant Intellectual Property in the Alipay Merchant Tool Interface solely for the purpose of using the Alipay Service in accordance with the Agreement. Such license to use the relevant Intellectual Property granted in favor of the Merchant is non-exclusive, non-sublicensable and non-transferrable, and may be modified or revoked by Alipay in writing at any time during the term of the Agreement.
  
  The Merchant shall be permitted to use Alipay's and Openrice’s branding and logo solely as required for the purpose of using the Payment (Integrator) Service and strictly in accordance with the provisions of Clause 12 hereunder. The Merchant agrees that the licenses granted under this Clause and the Merchant's use of such Intellectual Property under this Agreement will not confer any proprietary right, and the Merchant agrees to take reasonable care to protect all such Intellectual Property from infringement or damage and cease all use of such Intellectual Property immediately upon termination of the Agreement.
Merchant License
1. During the term of the Agreement for the limited purposes of performing the obligations set forth in the Agreement and subject to the terms of the Agreement, the Merchant grants to the Company and Alipay a non- exclusive, non-transferable, royalty-free license to use, reproduce, publish, distribute and transmit any of the Mercant’s marketing materials, proprietary indicia or other similar items containing the Intellectual Property of the Merchant ("Merchant IP") necessary for the Company to perform its obligations contemplated by these Terms of Payment (Integrator) Service and to refer to the name of the Merchant in the public announcement as one of the partners using the Payment (Integrator) Service. The Merchant represents and warrants that it has obtained all necessary authorities, permissions, approvals and licenses to license the Merchant IP to the Company and Alipay and that the Merchant IP does not infringe the Intellectual Property of any third party.
Data Privacy
1. The Merchant acknowledges and consents that the Company may retain records of Payments for the purpose of complying either with applicable laws and regulations or internal compliance policies. The Merchant further acknowledges and consents that the Company may transfer Transaction data, including Personal Data, to any of its affiliates that have been delegated any of its obligation under these Terms of Payment (Integrator) Service.
Confidential Information
1. Each party acknowledges that the Confidential Information of the other parties are valuable to them and agree to treat as confidential all Confidential Information received from the other parties in connection with the Payment (Integrator) Service. No party will disclose such Confidential Information to any third party except to perform its obligations under the Agreement or as required by applicable law or government authorities, and in each case, the disclosing Party will, to the extent permitted under applicable law, give the other parties prior notice of such disclosure. Upon termination of this Agreement or at the written request of the other parties, each party will promptly return or destroy all material embodying Confidential Information of the others. Notwithstanding the foregoing, each party may retain reasonable copies of the other parties' Confidential Information to comply with applicable laws or in order to exercise its rights under the Agreement, provided that such retained Confidential Information will not be disclosed or used for any other purposes. “Confidential Information” under these Terms of Payment (Integrator) Service means all non-public, proprietary or other confidential information, whether in oral, written or other form, including but not limited to: business plans, capitalization tables, budgets, financial statements; costs, prices, and marketing plans, contracts and licenses, employee, customer, supplier, shareholder, partner or investor lists, technology, know-how, business processes, trade secrets and business models, notes, sketches, flow charts, formulas, blueprints, and elements thereof, and source code, object code, graphical design, user interfaces and other Intellectual Property, including that of any customer, supplier or other third party (including, in the case of the Company, the interface technologies, security protocol and certificate to any other website or enterprise provided by the Company) .
Publicity
1. The Merchant will not issue any press release or make any public announcement pertaining to the Service Order Form signed with the Company without the prior written consent of the Company unless required by applicable law binding the Merchant.
Responsibilities of Merchant
1. The Merchant (and the Participating Restaurant(s)/Outlet(s)) will only use the Payment (Integrator) Service for its own business operations and in such manner as stated in the Agreement.
2. The Merchant shall only use Payment (Integrator) Service for its own account or for the account of the Participating Restaurant(s), for each of their own business purpose and will not make use of the interface provided by the Company in connection with the Payment (Integrator) Service for performing any commercial or non-commercial services for any other third parties.
3. The Merchant will use the Spot Payment (Integrator) Module and/or the Online (Integrator) Module of the System in accordance with the terms of the Agreement and will ensure its system meets the software requirements and service process provided by the Company which may be updated from time to time. The Company will not be responsible for any loss or damages incurred by the Merchant, the Participating Restaurant(s)/Outlet(s) or any other party due to the malfunction of the Merchant’s own system or arising from any suspension or interruption of any Alipay Service.
4. The Merchant will be solely responsible and solely liable for dealing with the Alipay Users in relation to complaints or rejections of Products initiated by such Alipay Users.
5. The Merchant shall facilitate the provision of Payment (Integrator) Service at its own cost through keeping the relevant software and hardware (including but not limited to mobile device, barcode scanner, physical circuits or networks) in a good operational condition and properly linkage to the System.
6. The Merchant agrees to comply with the terms and conditions of agreement signed between Merchant and Alipay in connection with the Payment (Integrator) Service, and agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents, partners, representatives, shareholders, servants, attorneys, contractors, predecessors, successors, and assigns from and against any claims, actions, demands, liabilities, losses, damages, costs and expenses (including legal fees and litigation expenses on a full indemnity basis) arising from and resulting from the Merchant’s breach of this Clause 11.6.
Presentation Guidelines
1. The Merchant is required to display the brand or logo of the Company and Alipay and identify Alipay as prominently as and in parity with all other forms of payment method accepted by the Merchant, such as placing the logo stickers of the Company and Alipay next to the point of sale at each of the Participating Restaurant(s)/Outlet(s). The aforesaid information shall be presented by the Merchant whenever payment options are featured for the purchase of Products.
  
  Alipay’s and the Company’s logo and content must be used only for the purpose of indicating acceptance of Alipay Service by the Merchant as a form of payment, unless otherwise authorized by Alipay and the Company.
Cooperation
1. The Merchant and the Participating Restaurant(s)/Outlet(s) will use commercially reasonable efforts to launch the Payment (Integrator) Service by accepting payment made by Alipay Users via Alipay App.
Indemnity
1. The Merchant agrees to indemnify and hold harmless the Company, and its officers, directors, employees, agents, partners, representatives, shareholders, servants, attorneys, contractors, predecessors, successors, and assigns from and against any claims, actions, demands, liabilities, losses, damages, costs and expenses (including legal fees and litigation expenses on a full indemnity basis) arising from and resulting from the Merchant’s breach of any terms of the Agreement.
Survival
1. Clauses 5, 6, 8, 9, 10 and 15, as well as other terms which by their nature should survive, shall survive termination of the Agreement.
Amendment and Variation
1. The Company expressly reserves the right to unilaterally amend these Terms of Payment (Integrator) Service, the newest version of which will be available online at biz.openrice.com. The Merchant is advised to check and read these Terms of Payment (Integrator) Service from time to time at the abovementioned hyperlink to ensure that it is informed of any amendments made thereto. Once posted on the Channels, the revised Terms of Payment (Integrator) Service shall become effective. The Merchant’s continued use of the Payment (Integrator) Service after changes of the Terms of Payment (Integrator) Service have been made constitutes the Merchant’s acceptance of the revised Terms of Payment (Integrator) Service.
Inconsistency
1. Should there be any inconsistency between the English version and any version in other language, the English version shall always prevail.

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