Agreement for Payment Service in Korea

7/31/2019 Agreement for Payment Service in Korea

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Agreement for e-Payment Service in KoreaArt Nouveau Palace, Suite 202, 7-1 Songpa-Dong, Songpa-Gu, Seoul, Korea 138-170 | Tel 82-2-2140-2700 | Fax 82-2-2140-2701 | [email protected]|

1. Business Information

Company NameBusiness Registration

No.

PresidentRegistered

Corporation No.Address

Mailing Address

Type of Business (Main product sold: )

Classification Private Business Corporation Non-profit / other

Homepage http://

Contact Person Contact No.

E-mail FAX

Emergency

Contact

2. Fee & Settlement schedule

Payment Methods Fee Settlement ScheduleDesired Services

(Fill in Yes or No)

Korean Credit Cards 5.5 % One month Yes

Real-time Bank Transfer 3.0 % One month No

Virtual Account Transfer 400 Won / trans One month No

Phone Billing payment (Korea) 8.0 % 2 Months + 2 days(e.g. Jan. transactions settled on Apr. 2nd) No

Escrow Service 500 Won / trans3 days after delivery

has been confirmedNo

Start-up Fee 200 USD

Annual Fee 200 USD / domain

Rolling Reserve Security

DepositTo Be Negotiated

Currency unit for settlement USD

Contract Period ______--_____--_____ to ______--_____--_____ (One Year)

A and B are making and entering into a contract in accordance with the terms and conditions hereunder attached

for provision of the above service, and hereby confirm their intention to perform all obligations under the agreement

signed and sealed by each partys authorized representatives, who shall each keep a copy of the agreement as evidence

of the agreement.

______--_____--_____

A

Company:

Address:

Director:

B

Company: Paygate Co., Ltd.

Address: Art Nouveau Palace, Suite 202, 7-1 Songpa-Dong, Songpa-Gu, Seoul, Korea

President: So-Yeong Park


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This Agreement is made and entered into as of, ___________________________ (the Effective Date) by and between_____________________ (the Merchant), having a principal place of business at ,

and Paygate, having a principal place of business at Art Nouveau Palace, Suite 202, 7-1 Songpa-dong, Songpa gu, Seoul, Korea, 130-

170, as follows:

Article 1OBJECTIVEThe objective of this Agreement is to establish the procedures for transaction approvals, collections, settlements and related matters in

respect to internet shopping malls provided by Paygate and for the facilitation of sales on goods and services by Merchant (hereinafter

Online Mall).

Article 2DEFINED TERMS1. Payment Gateway means a business or institution that provides a system and/or service for smooth on-line payment transactions

between credit card companies and other financial institutions.

2. User means the user of the system for the purpose of payment transfer.3. Commission means the total amount charge d by Paygate to provide Payment Gateway services. The flat commission rate

agreed upon by Paygate and Online Mall encompasses all charges assessed by Paygate including credit card transaction fees,

foreign exchange fee (if USD settlement), and transaction cancelation fees. Bank service fees are not included in the definition of

Commission.

4. Transaction Approval means confirmation by relevant institution that the Payment Information presented by the user has beenscreened for problematic conditions like stolen card, exceeded limit, excess use, etc.

5. Settlement means the act of Paygate remitting received amounts from higher financial institutions, service provider, or creditcard company to Online Malls appointed bank account minus Paygates commission.

6. Payment Information means credit card information, micro payment information, bank account information, direct payment cardinformation and other transaction verification information provided by the user through the Paygate service to get transaction

approval for the users purchases.7. Credit Card Information System means an electronic system and accompanying equipment installed and run by Paygate to carry

out credit card transaction verification, including redemptions, with the credit card company or payment gateway.

8. Financial Transaction Information System means an electronic system and accompanying equipment, including a Credit CardInformation System, run by Paygate to carry out financial transaction verification, including account verification, with financial

institutions or the Payment Gateway.

9. Electronic Payment System means an electronic system and accompanying equipment that uses encryption that connects OnlineMall and Financial Transaction Information Systems, allowing for transaction verification and other payment services.

10. Verification Number means the PIN number used by a credit card company in connection with Transaction Approval whenPaygate uses an Electronic Payment System or a Credit Card Information System.

11.

Annual Fees means Paygate's system maintenance costs paid by Online Mall in order to use Paygate's system.12. Added Value Service Charge means service charges Online Mall selectively accrues for services beyond the basic services afterthe commencement of this Agreement.

13. Setup fee means the payment paid by Online Mall to Paygate upon the signing of the contract, representing Paygate's investmentcost to begin service and R&D.

14. Notice means expression of intent between Online Mall and Paygate, expressly including all electronically transmitted, whichincludes e-mail, and hard paper copy documents.

15. Service Start Date means the first day to count from for the monthly service fees and added value charges. The start date cannotbe later than 10 days from the date Online Mall enters into this Agreement.

16. Seyfert Account means a virtual account management system set up by Paygate for Online Mall. Online Mall manages the fundsin this virtual account.

17. Rolling Reserve means a percentage or fixed amount withheld from settlement as agree upon by both parties for securitypurposes. This percentage can be adjusted higher or lower with agreement from both parties. Initial percentage is determined by

expected monthly sales, risk factor, and other factors.

18. Security Deposit is a fixed amount agreed upon by both parties which is remitted to Paygate at time of initial application forsecurity purposes. It is returned to Online Store at termination of contract.

Article 3DUTIES AND RESPONSIBILITIES1. Online Mall shall have the following responsibilities and duties:

A. Proper management or operation of Online MallB. Proper delivery of goods and services purchased by UsersC. Provide adequate customer support including when User has complaints about goods and servicesD. Processing refund and cancellation requests (note: Paygate cannot refund commissions after completed transactions or

credit card companys fees and service charges.)E. Fraud prevention (note: Online Mall shall only be responsible for activity occurring on its Website. It is fully responsible

when problems occur due to its own negligence.)

F. Remitting setup fee, annual fee, added value service charges and other commissions to Paygate.G. Ask for and retain basic users information like user's name, telephone number and purchased products.H. When there are suspicious transactions, Online Mall must provide Paygate with the necessary information about the user

and the purchases.2. Paygate shall have the following responsibilities and duties:

A. Settlement to the appointed bank account of Online Mall.B. Verify with credit card company that credit card is not stolen, in bad standing, over-the-limit, lost, or any other condition

that would prevent a sales transaction.

C. Settlement of Online Malls sales proceeds (less commission).


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D. Support for setting up the electronic payment solution for Online Mall in a timely manner.E. Provide technical and customer support during the length of Agreement to Online Mall.

3. Additional responsibilities between Online Mall and Paygate and duties shall be agreed upon in writing.

Article 4INSTALLATION OF SOFTWARE, HARDWARE AND DATA LINE

1. Paygate will provide Online Mall with software (hereinafter, "PG Software") or sample HTML order templates.2. Paygate shall retain copyright and ownership of the PG Software. Paygate gives Online Mall the right to use the software and

copyrighted materials during the term of this Agreement.

3. Online Mall shall be responsible for installation of equipment and data line.Article 5 - TERMS OF SERVICE

1. Paygate Service is limited to sales transactions on goods and services directly sold by Online Mall. The goods and services shallnot be in contravention of the law or public order.

2. Paygate may require Online Mall to disclose any necessary information for the use of the Electronic Payment System and ifPaygate finds Online mall will be using EPS in a risky manner or in a way not intended, Paygate may require additional

guarantees in which case Online Mall must procure additional guarantee insurance.

3. Online Mall shall not retain Users' Payment Information., enter User Payment Information by proxy, or disclose users privateinformation.

4.

Online Mall must inform Paygate immediately upon being notified by credit card company or police that card was reportedstolen or was used without proper authorization. Online Mall or its employees shall be solely liable for any unauthorized use of

Users' Payment Information if it is found that Online Mall did not adhere to this Article 5.4.

5. Online Mall must handle credit card Transaction Approvals through the Electronic Payment System regardless of transactionamount. The maximum transaction amount depends on limits set by the credit card companies.

6. Online Mall and Paygate jointly own the transaction information. Even after termination or expiration of this Agreement,Paygate is required by law to store transaction information for five years after the date of the Transaction Approval. After five

years, the information must be permanently erased by Paygate and shall not be used for any reason.

Article 6- TERMS OF CONTRACTThe contract between the Paygate and Merchant is for a 12-month duration, and can be terminated with three months prior notice.

The termination requires written consent.

Article 7SETTLEMENT1. If there is any discrepancy between Online Mall's sales records and Paygates settlement records, Online Mall shall provide

Paygate with the relevant transaction details within three business days of being notified by Paygate.2. For overseas settlement, settlement amount is deposited into Online Mall's bank account minus Paygates commission and

overseas wire transfer fee charged by bank. Paygate utilizes Korea Exchange Banks first daily quote to determine the exchange

rate. Daily can be found at http://fx.keb.co.kr/FER1101C.web

3. When there are highly suspicious activities or many unauthorized transactions, Paygate may withhold a part or the whole ofsettlement or security deposit at its own discretion.If there is any financial loss, Online Mall shall assume responsibility.

4. When an overpayment occurs, the overpaid amount should be paid back to Paygate within three business days.Article 8CANCELLATION

1. When the cancellation is requested by a user, Online Mall is required to cancel the transaction after evaluation. Any approvedcancellation can proceed before the settlement is paid to Online Mall. In the case of settlement having already been paid to

Online Mall, Online Mall assumes responsibility for the sales cancellation amount. This amount shall be subtracted from the next

settlement or shall be separately paid to Paygate. If there is no next settlement, the amount must be deposited into Paygate within

five business days.

2. For any cancellation request made directly to Paygate, Paygate shall inform Online Mall of the cancellation request and OnlineMall must inform Paygate of the result in writing within five business days.Article 9IN ADDITION

1. Any transaction has to follow Korean laws and statues.2. Paygate can withhold settlement amounts for the high rate of fraud transaction.3. Any transaction request should be made by user (not by third party).4. Commissions and Added Value Service Charges will be deducted from settlements. When payment service is terminated, annual

fees will not be refunded.

5. Added Value Service Fees do not need to be paid to Paygate. Paygate can just deduct the fees from Online Mall's settlement.6. If Online Mall does not pay the annual fee, Paygate may refuse to provide service until the fee is paid.7. Annual fees must be paid into Paygates designated account.

Article 10USE OF CLIENTS NAME AGREEMENTOnline Mall (the client) acknowledges and agrees that during and after the term of this Agreement, Paygate shall have the right to use

client's name and logo in Paygates marketing materials. Prior to release of public publications with clients name therein, client willbe consulted.


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Article 11- FORCE MAJEUREPaygate shall not be responsible for delays, nonperformance, damages, lost profits or other losses caused directly or indirectly by any

Act of God, including, without limitation, fires, earthquakes, tornadoes or hurricanes, as well as wars, labor disputes, communication

failures, legal constraints, power outages, data transmission loss, data loss, failure or interception, incorrect data transmission or any

other event outside the direct control of Paygate.

Article 12 - VIOLATIONS OF SERVICE TERMSTERMINATION

Paygate reserves the right to seek any legal remedies available and in equity for violations of these Terms of Service, including,

without limitation, the right to block access to a particular internet address to the Site or the Service. In addition, Paygate may, at its

sole discretion, immediately terminate Merchants use of the Site if it believes Merchant is violating or has violated these Terms ofService or the terms and conditions of other documents described herein. Paygate reserves the right to terminate the Service and these

Terms of Service immediately for any or no reason without notice and without Paygate incurring any liability. Rolling reserve (if any)

and outstanding settlement amount will be returned to Online Mall.

Article 13PROCEDURES FOR HANDLING COMPLAINTS AND PROBLEMS1. If complaints about non-delivery, fraud, etc are raised by users against Online Mall, transactions related to these complaints will

be subtracted from settlement or rolling reserve.

2. If personal information is leaked, misused or used without authorization, or stolen, and Credit Card Company or police file acomplaint about this, Online Mall must submit any necessary information related to the complaint upon Paygates request. IfOnline Mall or its employees is found to be criminally involved in this complaint, Paygate may terminate this Agreement and

stop providing payment service.3. Even after expiration of this agreement, Paygate must remit uncollected funds from the transactions completed during the period

of this agreement.

4. When a card has been reported stolen or illegally used, Online Mall must submit documents related to the pertinent transactionimmediately to Paygate and Paygate must forward these to the credit card company. Once it is verified as an unusual transaction,

Article 5 shall be applied.

5. If settlement has been already paid to Online Mall and PayGate is later informed the credit card company or payment gatewayhas refused or deferred payment because the card was reported misused, lost, stolen, forged or denied, Paygate must inform

Online Mall of the particulars of the relevant transaction and subtract the paid amount from the next settlement. If there is no

next settlement, Paygate shall have the right to claim the relevant amount from Online Mall and Online Mall must pay this

claimed amount within 10 business days of the claim. If not paid within this period, Paygate can recover the amount from the

security deposit, if any, or may take legal action. Any problem which occurs after the conclusion of this Agreement is handled

the same way as problems which occur within the Agreement period.

6. If Paygate suffers financial losses due to complaints made against Online Mall or problems caused by Online Mall, Online Mallmust provide a security deposit equal to half the previous months transaction sum. Moreover, at Paygates discretion, on everysettlement day, 20 percent of the settlement amount may be withheld and paid one month after settlement day.

7. As for any sales which are in violation of the law, Paygate can refuse to pay relevant settlement amount to Online Mall until theissue is clarified.

8. If it is found that Online Malls core business is in violation of the law, the entire settlement amount can be deferred and Paygatehas the right terminate this Agreement.

Article 14- GOVERNING LAW AND JURISDICTIONThis Agreement shall be governed by and construed in accordance with the laws of Korea and both Parties submit to jurisdiction of the

Courts in Korea.

IN WITNESS WHEREOF the parties hereto, by their respective duly authorized representatives have hereunto set their respective hands

the day and year first above written.

Paygate, Inc Company B

Authorized Signature & Company Stamp: Authorized Signature & Company Stamp:

CEO (Print): So-Yeong Park CEO (Print):

Date:______________________________________ Date: ______________________________________

Documents

Agreement for Payment Service in Korea