Terms & Conditions

Updated March 2020

Thank you for choosing Skyee as your service provider. Pursuant to the following terms and conditions, Skyee will provide you with –

  (i)  a collection facility to receive payment from payers and remit the funds to you (“Inbound Payment Service”);

  (ii) a collection facility to receive payment from payers and remit the funds to you (“Inbound Payment Service”);

  (iii) a payment facility to make payments to payee (“Outbound Payment Service”).

By opening a Skyee Account or otherwise using our services, you agree to be bound by the following terms and conditions that govern the availability and use of our services.

These terms and conditions are written in English. We may translate these terms and conditions to other languages. Any translation to other languages is for convenience only. In the event of any conflict or inconsistency between a translated version of these terms and conditions and the English version, the English version will prevail.

From time to time, Skyee may amend the terms and conditions under which its Services are offered. Only Skyee has the right to amend these terms and conditions. We will post the latest revised version of these terms and conditions on our website at www.skyee360.com. If we make changes that are material, we will let you know via e-mail or notice via your Skyee Account before the changes take effect. You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account or made the notice available through your Skyee Account. If you disagree with the proposed changes, then you should stop using our services within the designated notice period. Your continued use of our services will be subject to the latest version of these terms and conditions. However, any dispute that arose before the changes will be governed by the version of these terms and conditions that was in place when the dispute arose. These terms and conditions may also be amended if Skyee and you enter into a separate written agreement to amend these terms and conditions that is signed by authorized representatives of both parties.

Certain terms and conditions apply to all our services ("Common Terms") and certain terms and conditions are specific to a service (" Service Specific Terms ". The Common Terms are as provided in Exhibit A. The Service Specific Terms for our Inbound Payment Service, Currency Exchange Service, and Outbound Payment Service are as provided inExhibits B, C, and D respectively. All Exhibits constitute part of these terms and conditions of use.

Depending on the service that you use, one or more companies within our corporate group (each a " Contractual Entity " ) may be engaged in providing such service to you. By opening a Skyee Account to register for a service or by using the service, you and the Contractual Entity (or Contractual Entities), which provides the service, enter into an agreement, which comprises of the Common Terms and the Service Specific Terms applicable to the service. If you register for or use multiple services, you enter into an agreement for each service. By way of example, if you register for or use our Inbound Payment Service and Currency Exchange Service, you enter into an agreement with the Contractual Entity (or Contractual Entities) that provides the Inbound Payment Service to you and you enter into another agreement with the Contractual Entity that provides the Currency Exchange Service to you.

The following chart lists the services, the Contractual Entities engaged in providing the services, and the terms and conditions that apply to the services.

 Service

Contractual Entities

Agreements

Inbound   Payment Service

 

 

 

Global M2C   Company Ltd. and

Skyee Hongkong   Company Ltd.

Or

Skyee Japan   Company Ltd. and

Skyee Hongkong   Company Ltd.

Or

Skyee Hongkong   Company Ltd.

 

Exhibit A and   Exhibit B

 

 

Currency   Exchange Service

 

 

Skyee Hongkong   Company Ltd.

 

Exhibit A and   Exhibit C

 

Outbound   Payment Service

 

 

Skyee Hongkong   Company Ltd.

 

Exhibit A and   Exhibit D

EXHIBIT A
COMMON TERMS
The following terms and conditions apply to all our services and, together with the Service Specific Terms applicable to a service, comprise of the agreement that governs the availability and use of such service (“Agreement.”) The terms “Skyee”, “we”, “us” (or in the possessive form “ours”) refer to the Contractual Entity (or Contractual Entities) that provides service to you. All defined terms in the main body of the Skyee Terms and Conditions of Use constitute part of this Agreement.

A-1. SKYEE ACCOUNT.

A-1.1. About Your Skyee Account. In order to use any of our services, you must first register for an online user account on our proprietary system (the “Skyee Account”). Your Skyee Account enables you to access our services and information such as information regarding inbound and outbound payments, account balances, fees, and settlement of funds to your Beneficiary Account (defined below).

A-1.2. Eligibility. To be eligible to (i) register for a Skyee Account or (ii) to use our services, you must, at the time of registration and at all times thereafter, meet the following requirements:

(a) If you are registering for a Skyee Account as an individual, you must be 18 years or older and have legal capacity to enter into contract with us. If you are registering as a business entity, the business entity must have legal capacity to enter into contract with us and the person registering the Skyee Account on behalf of the business entity must be 18 years or older and be legally authorized under the business entity’s formation documents and/or the laws of the jurisdiction where the business entity is organized or otherwise authorized by the business entity.

(b) Our services are intended to enable payments for business/commercial related activities and NOT intended for personal use, including non-business person to person transmission of funds. Therefore, you must be a business entity or individual that use our services in the course of your own business, trade or profession, and not for any non-business purpose.

(c) You must agree to comply with all terms and conditions in this Agreement and all applicable AML Laws (defined below) and other applicable laws and regulations.

(d) You must use our services to transact on your own behalf and not on behalf of any other person or business entity, except in cases where you have obtained our written approval. To request approval to use our services to transact on behalf of another person or business entity, you must (i) provide us with written authorization from the person or business entity on whose behalf you are acting and (ii) provide us with information and/or documentation, as requested by us, regarding the identity of such person or business entity for compliance purposes.

(e) During the registration process, at all times thereafter, you must promptly update your registration information with us to ensure that such information is accurate and complete.
By registering with us for a Skyee Account and/or using our services, you state that you meet the eligibility requirements set forth above.

A-1.3. Registration. We provide services pursuant to the terms of this Agreement and our policies. We are also required by law to know our customers. During the registration process, we will request that you accept this Agreement and applicable Skyee policies relating to the use of our services. We have the right to amend this Agreement and Skyee policies at any time. We will also request that you submit an application with requested information and/or documentation; such information may include, but is not limited to, information on your identity, your business, and the control persons, shareholders, or other ultimate beneficiary owners of the business entity registering for a Skyee Account. In most cases, the information and/or documentation that you have submitted in your online application will be sufficient for us to review your application. However, in some cases, we may request that you supplement your application with additional information and/or documentation. We may use third party databases and services to assist us in reviewing your application and you agree that we are authorized to share the information and/or documentation you provided with such third parties for identity verification and name and sanctions screening purposes.

A-1.4. Approval / Denial of Application for Skyee Account. Your application is subject to our approval. We reserve the right to approve or to deny your application for a Skyee Account at our sole discretion and for any reason, including but not limited to failure to provide requested information and/or documentation or for reasons related to legal compliance or internal risk management decisions. We will inform you of our decision with respect to your application in writing.

A-1.5.Login Credentials. Upon approval of your application, we will activate your Skyee Account, which will enable you to access our services on our proprietary online platform using your login credentials, i.e. your username and password. You are responsible for keeping your login credentials safe. You should not disclose your login credential to any unauthorized persons. If you authorize any person to access or use your Skyee Account, you will be responsible for any transaction conducted by such person.

A-2. AFFILIATES AND SERVICE PROVIDERS. To provide services to you, Skyee relies on the services of (i) its corporate affiliates (“Affiliates”) and (ii) on financial institutions, including banks, payment service providers, clearing networks, and other intermediary financial institutions (“Service Providers”). You acknowledge that Affiliates may be engaged in providing services to you. Guangzhou Gao Fu Information Technology Co. Ltd. (“Gao Fu”) provides operations support to Skyee. Gao Fu provides Skyee with, among other things, support in marketing, IT, administration, and customer service. Even though this Agreement is between you and Skyee, you acknowledge and accept any Service provided to you by Gao Fu as Skyee’s delegate. Furthermore, you acknowledge that Service Providers facilitate Skyee in the provision of services to you. No agreement exists between the Service Providers and you with respect to Skyee’s services. You agree to avoid any direct communication with Skyee’s Service Providers regarding our services. Any direct contact with a Service Provider regarding Skyee’s services may result in immediate termination of your use of Skyee’s services.

A-3. PAYMENT ACCOUNTS. To support its services, Skyee has established accounts at licensed financial institutions for the purpose of receiving, holding, and transferring funds on behalf of its customers (“Payment Accounts”). Skyee is the named holder of the Payment Accounts. You are only authorized to use Skyee’s Payment Accounts as permitted by Skyee under the terms of this Agreement. Skyee holds its customers’ fund together in its Payment Accounts. Skyee will account to each customer the amount of funds held by Skyee on the customer’s behalf. “Skyee Balance” means the funds that Skyee holds in its Payment Accounts on a customer’s behalf. You can access information regarding your Skyee Balance using your Skyee Account. Skyee is not a bank or a credit institution. Skyee does not pay interest to you on your Skyee Balance. You authorize Skyee to retain any interest that arise your Skyee Balance (if any). Skyee’s Payment Accounts do not qualify as deposit accounts as defined by relevant laws and regulations. Funds held in Skyee’s Payment Accounts are not insured by banking insurance. Skyee will strictly adhere to applicable requirements to ensure the liquidity and protection of your Skyee Balance. By using Skyee’s services, you acknowledge that you assume any risks to your Skyee Balance due to the lack of banking insurance coverage.

A-4. SETTLEMENT TO BENEFICIARY ACCOUNT.

A-4.1.Beneficiary Account.

A-4.1.1. The “Beneficiary Account” is a bank account that you’ve designated to receive funds from Skyee.

A-4.1.2. To bind a Beneficiary Account to your Skyee Account, you must submit requested Beneficiary Account information to Skyee. You must ensure that the Beneficiary Account information that you submit is correct and complete. If the Beneficiary Account information is incorrect or incomplete, funds transmitted using such information may be rejected or misdirected. If your funds are rejected due to incorrect or incomplete Beneficiary Account information and need to be resent, you may incur additional financial services charges. Such additional financial services charges will be taken from your funds prior to the transfer of the funds to the Beneficiary Account. If your funds were misdirected due to incorrect or incomplete Beneficiary information, we will take commercially reasonable measures to help you recover the funds. However, you are solely responsible for any funds that cannot be recovered.

A-4.1.3. The Beneficiary Account must also be in good standing and able to receive funds. If the Beneficiary Account is not in good standing, fund transfers by Skyee to the Beneficiary Account may be rejected.

A-4.1.4.The binding of the Beneficiary Account is subject to review and approval by Skyee. We have the right to deny your request to bind the Beneficiary Account to your Skyee Account for legal compliance and risk management reasons. We also have the right to revoke any previously approved binding of the Beneficiary Account.

A-4.2. Settlement Order.

A-4.2.1. To transfer available funds in your Skyee Account to the Beneficiary Account, you must submit a settlement order through you Skyee Account.

A-4.2.2. Upon receipt of the settlement order, Skyee will initiate a transfer of funds in the amount and currency you specified, less any applicable fees, to the Beneficiary Account. You are solely responsible for the payment of any fees charged by the bank of the Beneficiary Account.

A-4.2.3. Once Skyee accepts your settlement order, the settlement order becomes irrevocable by you. Furthermore, unless the funds were transferred to the Beneficiary Account in error, you are not permitted to refund the funds back to Skyee.

A-4.2.4. Skyee has the right to refuse to accept the settlement order and/or to stop the execution of any previously accepted settlement order. We may exercise such right (i) if we find that your Skyee Balance is insufficient to cover the settlement order; (ii) if we find that the Beneficiary Account is not in good standing or if the Beneficiary Account information is incorrect or incomplete; or (iii) for legal compliance and risk management reasons. Subject to our obligations under applicable AML Laws (defined below) and other applicable laws and regulations, we will use commercially reasonable efforts to resolve issues with the settlement of funds to your Beneficiary Account.

A-4.3. Settlement. Skyee will settle funds to the Beneficiary Account pursuant to the accepted settlement order. You authorize Skyee to use the services of its Affiliates and Service Providers to facilitate the settlement of the funds. To improve your liquidity, Skyee may permit the settlement of funds, which have been received by Skyee on your behalf but not yet credited to the Payment Account, to the Beneficiary Account. Once the aforementioned funds have been credited to the Payment Account, you authorize Skyee or its Affiliates to apply such funds to the repayment of any funds advanced to you in the settlement process.

A-5. SERVICE FEES AND RIGHT TO SETOFF

A-5.1. Service Fee. In consideration for Skyee’s services, you agree to pay fees for services received (“Service Fees”). Our Service Fee schedule is published on our website and also available through your Skyee Account. In the event that we adjust the Service Fee schedule (including introducing new fees), we will update the Service Fee schedule and notify you via email or through your Skyee Account. You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account or made the notice available through your Skyee Account. Your continued use of our services indicates that you accept the fees in the updated Service Fee schedule. Furthermore, from time to time, we may offer promotional rates to select qualified customers, in which case the applicable Service Fees will be based on separate written agreement between Skyee and you. Skyee has the right to charge the Service Fees prior to or after delivering service to you. You authorize Skyee to collect payment of the Service Fee due by deducting it from funds received, transferred, or exchanged or by deducting it from your Skyee Balance. Information regarding the services provided and Service Fees charged are available on you Skyee Account. If you have any questions, you should contact our customer support.

A-5.2. Right to Setoff. Skyee and its Affiliates have the right to set off from any funds due to you any amount owed to Skyee by you, including but not limited to any fees payable under this Agreement. You authorize Skyee to exercise this right by deducting funds from your Skyee Balance.

A-6. LEGAL COMPLIANCE AND RESTRICTED USE

A-6.1. Anti-Money Laundering and Counter Terrorist Financing. Skyee is subject to the applicable laws of the jurisdictions where it conducts business to combat money laundering and terrorist financing (collectively “AML Laws”). To comply with such AML Laws, Skyee has implemented policies and procedures to combat money laundering and terrorist financing. Skyee reserves the right to obtain information and documentation from you, including, but not limited to, that regarding (i) your identity; (ii) the identity of the control persons and beneficial owners of your business; and (iii) your business, including, but not limited to your products and services, business relationships (e.g. counterparties), and the business transaction underlying the transfer of funds or currency exchange (collectively “Compliance Information”). You agree to provide the Compliance Information requested by Skyee. Skyee further reserves the right to obtain information about you, including Compliance Information, from e-commerce marketplaces and payment companies through which you conduct business. You agree to authorize Skyee to access the aforementioned e-commerce platforms and payment companies and obtain such information. If Skyee believes that providing services to you would risk the violation of AML Laws, Skyee has the right, at its sole discretion, to (i) terminate this Agreement; (ii) terminate or suspend your access to your Skyee Account; (iii) stop or suspend the execution of any transaction or (iv) restrict or deny services to you.

A-6.2. Restricted Use. In connection with your use of Skyee’s Services, you must NOT -

(i) violate any AML Laws;
(ii) send or receive funds that potentially involve money laundering, terrorist financing, or other illegal activities;
(iii) send or receive fund to/from to persons or entities in jurisdictions set forth in the Prohibited Country List, as amended from time to time, and incorporated by reference into this Agreement (The Prohibited Country List is published on Skyee’s website. Skyee has the right to amend the list at its sole discretion.);
(iv) violate any other laws of the jurisdictions where you conduct business or engage in unlawful activity, including but not limited to (a) infringing on intellectual property rights; or (b) selling or buying counterfeit goods;
(v) engage in the transaction of goods or services set forth in the Prohibited Products and Services List, as amended from time to time, and incorporated by reference into this Agreement (The Prohibited Products and Services List is published on Skyee’s website. Skyee has the right to amend the list at its sole discretion.);
(vi) breach this Agreement and any other agreements that apply to you;
(vii) provide false, inaccurate, or misleading information to us; and
(viii) refuse to cooperate with us in any investigation or refuse provide information to us regarding your identity and your business.
If Skyee believes that you have engaged in restricted use, then Skyee has the right, at its sole discretion, to (i) terminate this Agreement; (ii) terminate or suspend your access to your Skyee Account; (iii) stop or suspend the execution of any transaction; (iv) restrict or deny services to you; and/or report you to the relevant government authorities and/or freeze part or all your Skyee Balance pending further instructions from government authorities.

A-6.3. Court Order or Regulatory Action. Skyee may be required to withhold, freeze, or release to another person or entity some or all of your Skyee Balance pursuant to notice of a court order, regulatory action or equivalent government process. To the extent permitted by law, we will notify you of these actions. Skyee has the right to decide on the action to take in response to such notice. Skyee is not obligated to contest or appeal such court order or regulatory action.

A-7. INFORMATION SHARING. Information and documentation that you provide to Skyee are subject to our Privacy Policy. This section supplements the Privacy Policy. In the event of conflict between this section and the Privacy Policy, this section controls. Our Affiliates and Service Providers requires certain identity, business, and financial information about you in order to facilitate us in the provision of services to you. Our Affiliates and Service Providers are subject to AML Laws and other laws and regulations of the jurisdictions where they conduct business. As such, they require your information for compliance purposes and to respond to requests by government authorities. Government authorities may also require us to share your information for regulatory, investigative, and other legal purposes. Skyee is authorized to share your information, including but not limited to Compliance Information, with its Affiliates, Service Providers and Government Authorities. Furthermore, Skyee is authorized to provide a copy of this Agreement and information about your identity and the business transaction underlying the payment of funds to any payer or payee that request such information.

A-8. CUSTOMER’S REPRESENTATIONS AND OBLIGATIONS.

A-8.1. Representations.

A-8.1.1. You state that you meet the eligibility requirement set forth in Section A-1 above.

A-8.1.2. You state that your use of Skyee’s Services will be in strict accordance with this Agreement and in compliance with all applicable laws and regulations in the jurisdiction where you operate or reside, including without limitation any laws or regulations regarding online conduct, acceptable content, and the transmission of data from the United States, E.U, Japan, China (including Hong Kong) or any other country in which you conduct business or reside.

A-8.1.3. You state that your use of Skyee’s Services does not breach any agreement between you and any other person or entity, including any agreement between you and the payer or payee. .

A-8.1.4. You state that your use of Skyee’s Services will not infringe or misappropriate the intellectual property rights of any other person or entity.


A-8.2. Obligations.

A-8.2.1. You are obliged to ensure that the representations in this section remain true not only at the time they were made, but at all times during the term of this Agreement.

A-8.2.2. You are obliged to communicate promptly to Skyee regarding any changes to your information and documentation regarding your identity, your contact information, your business ownership and activities, Beneficiary Account, and other information that may affect Skyee’s delivery of services to you.

A-8.3. Not Exhaustive. For clarity, the representations and obligations listed in this Section are not exhaustive. You are subject to all your representations and obligations in this Agreement whether or not they are specified in this section.

A-9. DISCLAIMER OF WARRANTY. Skyee’s Services are provided "as is" Skyee, its Affiliates and its Service Providers hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Skyee, its affiliates, and its Service Providers do not make any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you use our services at your own discretion and risk.

A-10. LIMITATION ON OUR ROLE. With respect to our Inbound Payment Service and Outbound Payment Service, we serve as your agent to receive, hold, and transfer funds. With respect to our Currency Exchange Service, we serve as a service provider to you. Except for our limited roles in the facilitating of payment or currency exchange pursuant to the terms of this Agreement, Skyee is not involved in underlying transaction between you and the payer or payee. We are not a party to the underlying contract between you and the payer or payee. We also do not act as fiduciary, trustee, or escrow holder on behalf of you or on behalf of the payer or payee.

A-11. NO LIABILITY

A-11.1. With respect to any currency exchange, outbound payment, or settlement order, Skyee and its Affiliates are not liable for claims or any damages of any kind that result from the non-execution or defective execution of the order where such non-execution or defective execution is due to the fact that you have provided information that was inaccurate or incomplete. Furthermore, Skyee and its Affiliates are not liable for any claims or damages of any kind arising from any failure or delay due to events beyond its reasonable control.

A-11.2. Skyee and its Affiliates are not parties to the underlying commercial transaction between you and the payer/payee or any other party. It is your responsibility to perform your obligations with respect to the underlying commercial transaction and to comply with applicable laws and regulations. Skyee and its Affiliates are not liable for any claims or damages of any kind arising from any underlying commercial transaction between you, the payer/payee, or any other party.

A-11.3. Skyee and its Affiliates are not liable for claims or damages of any kind that arise from action taken pursuant to section A-6 LEGAL COMPLIANCE AND RESTRICTED USE of this Agreement.

A-11.4. Skyee and its Affiliates provide services to you using Service Providers. No agreement exists between the Service Providers and you with respect to our services and each of the Service Providers will accordingly have no liability to you.

A-12. LIMITATION OF LIABILITY. In no event shall Skyee or its Affiliates be liable to you for any matter arising from this Agreement, under any theory of contract, negligence, strict liability or other legal or equitable theory, for -
(i)any special, incidental or consequential damages, including but not limited to any damages resulting from business disruption;
(ii)the cost of procuring substitute services; or
(iii)for any amount that exceeds fees paid by you to Skyee under this Agreement during the twelve (12) month period prior to the cause of action.

A-13. TAX REPORTING AND PAYMENT. You are solely responsible for the reporting and payment to relevant government authorities of all applicable taxes and fees that arise from the underlying commercial transaction in connection with the funds received or sent by Skyee on your behalf. Skyee, its Affiliates, and their Service Providers are not responsible for the reporting or the payment of such taxes and fees. In the event that Skyee, its Affiliates, or their Service Providers are required by government authorities to freeze your funds, withhold taxes or fees from your funds, or make any tax or fee payments for you, you authorize each of them to comply such request and make payment of any taxes or fees using funds held on your behalf.

A-14. INDEMNIFICATION.

A-14.1. You shall indemnify, defend and hold harmless Skyee and its Affiliates and their respective directors, officers, employees, and agents from any and all liabilities, damages, losses, claims, suits, judgments, costs and expenses,including reasonable attorney fees, arising out of your use of Skyee’s services,including but not limited to (i) your violation of this Agreement and/or (ii) any claims by the payer/payee, buyers of your products or services, government authorities or other parties.

A-14.2. You shall indemnify Skyee and its Affiliates for any government taxes or fees charged to Skyee in connection with your business activities. You authorize Skyee and its Affiliates to recover any such government taxes or fees from fund held on your behalf. This remedy is not exclusive.

A-15. TERMINATION

A-15.1. You have the right to terminate the Agreement at any time with or without cause. To terminate the Agreement, you must issue written notice of termination to Skyee. You are deemed to have issued the notice of termination when we have received the notice. The notice of termination should specify the effective date of termination. If no such date is specified, then the Agreement is terminated when Skyee receives the notice from you.

A-15.2. Skyee has the right to terminate this Agreement and your access to Skyee’s services at any time with or without cause. To terminate the Agreement, we will send to you notice of the termination via email. You are deemed to have received the notice when we have sent the notice to the email address associated with your Skyee Account. The notice of termination will specify the effective date of termination. In the most cases, we will set the effective date of termination to be one month from the date of notice. However, in some case, the termination is effective upon the date of notice. Such cases include, but are not limited to the following:

(i)upon order by law enforcement, regulatory authorities, court, or other government authorities;
(ii)we discovered that you have provided false, misleading, incomplete or inaccurate information to us or otherwise acted dishonestly in your dealings with us;
(iii)you breached this Agreement or any other agreement that you entered into with us;
(iv) your Skyee Account has been compromised or for other security reasons;
(v) we suspect that you have engaged in fraud, money laundering, terrorist financing or other illegal activities;
(vi) we suspect that you used Skyee’s services illegally or fraudulently in violation of the laws; or
(vii) other grounds that we consider appropriate.

A-15.3. Unless we are prohibited by law from permitting you to withdraw your funds prior to the effective date of termination, you may settle funds to the Beneficiary Account. After the effective date of termination, if there’s any remaining Skyee Balance, we will make reasonable efforts to contact you to ascertain your instructions with respect to the disposition of the remaining funds by sending notice to you via email. You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account. If you do not respond within one month of the date of the notice, your funds will be considered unclaimed. We have the right to charge an administrative fee on any unclaimed funds, which will continue to apply and taken from your remaining Skyee Balance until it is depleted. Unclaimed funds may also be subject to escheatment to the government under applicable law.

A-15.4. Following the termination of this Agreement, your Skyee Account would be terminated and you would not be able to access our services.
A-16. INACTIVE ACCOUNTS.

A-16.1. We deem your Skyee Account to be inactive if you have not used Skyee’s services for a consecutive twelve months period.

A-16.2. We will send to you notice that your Skyee Account has reached inactive status. You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account. The notice will provide you information on how to re-activate your Skyee Account and the deadline by which such action must be taken. If you don’t take the action required to re-activate your Skyee Account within one month of the date of the notice, we reserve the right to send you a notice of termination and to terminate this Agreement and your access to our services.

A-17. GENERAL PROVISIONS

A-17.1. Relationship. Skyee and its Affiliates engaged in providing services to you are independent contractors.

A-17.2. Force Majeure. Skyee and its Affiliates are not liable for any failure to fulfill its obligations under this Agreement due to reasons beyond their control, which includes but not limited to changes of laws, regulations and orders of any competent authorities, acts of Service Providers, act of God, and breakdown of system or equipment.

A-17.3. Governing Laws and Forum. This Agreement is governed by the laws of Hong Kong. Skyee and you shall submit any dispute arising from this Agreement to the Hong Kong International Arbitration Center for arbitration in accordance with the arbitration rules then in force. The Hong Kong International Arbitration Center’s decision shall be final and binding for both parties.

A-17.4. Amendments. From time to time, Skyee may amend the terms under which its Services are offered. Only Skyee has the right to amend this Agreement. We will post the latest revised version of this Agreement on our website at www.skyee360.com. If we make changes that are material, we will let you know via e-mail or notice via your Skyee Account before the changes take effect. You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account or made the notice available through your Skyee Account. If you disagree with the proposed changes, then you should stop using our services within the designated notice period. Your continued use of our services will be subject to the latest version of Agreement. However, any dispute that arose before the changes will be governed by the version of the Agreement that was in place when the dispute arose. This Agreement may also be amended if Skyee and you enter into a separate written agreement to amend this Agreement that is signed by authorized representatives of both parties.

A-17.5. Successors and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You are NOT permitted to assign your rights or delegate your obligations under this Agreement without Skyee’s written consent. Skyee is permitted assign its rights and delegate its obligations under this Agreement without condition.

A-17.6. Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

A-17.7. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement or each party remain valid, binding, and enforceable.

A-17.8. Survival. The following provisions survive the termination of this Agreement:

Section A-5.2 Right to Setoff
Section A-6.3 Court Order or Regulatory Action
Section A-7 Information Sharing
Section A-9 Disclaimer of Warranty
Section A-11 No Liability
Section A-12 Limitation of Liability
Section A-13 Tax Reporting and Payment
Section A-14 Indemnification
Section A-15.3, which relates to the disposition of your funds post termination.

A-17.9. Captions. The descriptive headings of the sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation.

A-17.10. Number and Gender. Any reference in this Agreement to the singular includes the plural where appropriate, and any reference in this Agreement to the masculine gender includes the feminine and neuter genders where appropriate.

A-17.11. Governing Language. This Agreement is written in English. We may translate this Agreement to other languages. Any translation to other languages is for convenience only. In the event of any conflict or inconsistency between a translated version of this Agreement and the English version, the English version will prevail.

A-17.12. Merger. This Agreement constitutes the final agreement between Skyee and you. This Agreement is the complete and exclusive expression of the parties’agreement on the matters contained therein. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in the Agreement are expressly merged into and superseded by the Agreement. The provisions of the Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into the Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in the Agreement. There are no conditions precedents to the effectiveness of the Agreement, other than those expressly stated in the Agreement.

EXHIBIT B
The following, together with the Common Terms, comprise the terms and conditions that govern the availability and use of our Inbound Payment Service.

B-1. CONTRACTUAL ENTITIES. For Skyee’s Inbound Payment Service, the Contractual Entity (or Contractual Entities) is each company within our corporate group that receive, hold, and/or transfer funds on your behalf. The Payment Account Credential assigned to you determines the Contractual Entity (or Contractual Entities) engaged in providing services to you.

B-1.1. Group A Service Provider. If the Payment Account Credential is provided by Global M2C Company, the Contractual Entities are Global M2C Company Ltd. and Skyee Hongkong Company Ltd. (“Group A Service Provider”).

B-1.2. Group B Service Provider. If the Payment Account Credential is provided by Skyee Japan Company Ltd., the Contractual Entities are Skyee Japan Company Ltd. and Skyee Hongkong Company Ltd. (“Group B Service Provider”).

B-1.3. Group C Service Provider. If the Payment Account Credential is provided by Skyee Hongkong Company Ltd., the Contractual Entity is Skyee Hongkong Company Ltd. (“Group C Service Provider”).


B-2. OUR ROLE. Skyee serves as your agent to receive funds in payment of goods and services on your behalf and to remit the funds to you.

B-3. RELEASE OF PAYER FROM PAYMENT OBLIGATION. You acknowledge that the receipt of funds by Skyee on your behalf satisfies and discharges the payer’s corresponding payment obligations to you and that the payer is released from such liability for payment when the funds are received by Skyee on your behalf and not as of later when Skyee settles the funds to you.

B-4. PAYMENT ACCOUNT CREDENTIALS. You may apply for credentials to use our Payment Accounts (“Payment Account Credentials”) during the Skyee Account registration process or subsequently thereafter by providing us requested information. Upon our approval of your application, we will provide you with Payment Account Credentials, which you may provide to payers to send funds. Unless otherwise authorized by Skyee, you are only permitted to use the Payment Account Credentials to receive funds. If you cause any person or entity to debit funds from the Payment Account, without our prior approval, you will be liable to Skyee for the amount debited.


B-5. SERVICE OVERVIEW. The following is an overview of Skyee’s Inbound Payment Service:

B-5.1. Group A Service Provider. Global M2C Company Ltd. provides you with the Payment Account Credentials to receive funds in payment for goods and services. Global M2C Company Ltd. serves as your agent to receive the funds on your behalf, to hold the funds in its Payment Account, and then to settle the cleared funds to your agent Skyee Hongkong Company Ltd. Skyee Hongkong Company Ltd. serves as your agent to receive funds from its affiliate Global M2C Company Ltd and hold the funds in its Payment Account. Upon your request, Skyee Hongkong Company Ltd. will then convert the funds to another currency, settle the funds to your designated Beneficiary Account, and/or transfer the funds to another payee in payment for goods and/or services or for other permitted purposes.

Group B Service Provider. Skyee Japan Company Ltd. provides you with the Payment Account Credentials to receive funds in payment for goods and services. Skyee Japan Company Ltd. serves as your agent to receive the funds on your behalf, to hold the funds in its Payment Account, and then to settle the cleared funds to your agent Skyee Hongkong Company Ltd. Skyee Hongkong Company Ltd. serves as your agent to receive funds from its affiliate Skyee Japan Company Ltd and hold the funds in its Payment Account. Upon your request, Skyee Hongkong Company Ltd. will convert the funds to another currency, settle the funds to your designated Beneficiary account, and/or transfer the funds to another payee in payment for goods and/or services or for other permitted purposes.

B-5.2. Group C Service Provider. Skyee Hongkong Company Ltd. provides you with the Payment Account Credentials to receive funds in payment for goods and services. Skyee Hongkong Company Ltd. serves as your agent to receive the funds on your behalf and to hold the funds in its Payment Account. Upon you request, Skyee Hongkong Company Ltd. will convert the funds to another currency, settle the funds to your designated Beneficiary account, and/or transfer the funds to another payee in payment for goods and/or services or for other permitted purposes.

B-6. APPROVED PAYERS AND PERMITTED PURPOSES. You are only permitted to use your Payment Account Credentials to receive funds from payers that are acceptable to Skyee and for the purposes of receiving funds in payment for goods and/or services or other purposes permitted under this Agreement. Skyee has the right to determine, at its sole discretion, whether to permit funds to be credited to the Payment Account. Funds from non-permitted payers or for non-permitted purposes may be rejected by Skyee.

B-7. CURRENCY. You may only use the Payment Account Credentials to receive funds in currency supported by Skyee. Please note that each Payment Account Credential supports receiving funds in specific currencies. When we assign a Payment Account Credential to you, we will inform you of the currencies that can be received. You are responsible for ensuring that incoming funds is in the currency that can be accepted using the Payment Account Credential. Funds that do not correspond to the currency acceptable using the Payment Account Credential may be rejected or converted to another currency and received into the Payment Account. You are solely responsible for any consequence resulting from the rejection of the funds or the exchange of the funds into another currency, including the payment of any expenses associated with the rejection of the funds or any currency exchange.

B-8. METHODS OF ELECTRONIC FUND TRANSFER. You are only permitted to use the Payment Account Credential to receive funds transmitted by methods of electronic fund transfer supported by Skyee. Skyee does not accept funds transmitted via cash, checks, debit or credit card for the Inbound Payment Service. Please note that each Payment Account Credential can receive funds sent via specific types of electronic fund transfer. When we assign a Payment Account Credential to you, we will inform you of the types of electronic fund transfer that the Payment Account Credential supports. You are responsible for ensuring that the incoming funds are sent via an electronic fund transfer is supported by the Payment Account Credential. Funds transmitted via an electronic fund transfer that is not supported by the Payment Account Credential may be rejected and additional costs could be incurred. You are solely responsible for any consequence resulting from the rejection of the funds and the payment of any expenses associated with the rejection of the funds.

B-9. ACCEPTANCE OF INCOMING FUNDS. Skyee reserves the right to accept or to reject incoming funds, in part or in whole, at its sole discretion at any time. Skyee has the right to reject the incoming funds for any reason, including the reasons cited in the sections above but also for other reasons, including legal compliance and risk management reasons. Skyee is not obligated to disclose the reasons for the rejection of incoming funds.


Exhibit C

The following, together with the Common Terms, comprise the terms and conditions that govern the availability and use of our Currency Exchange Service.

C-1. CONTRACTUAL ENTITY. With respect to the Currency Exchange Service, the Contractual Entity is Skyee Hongkong Company Ltd.

C-2. OUR ROLE. Skyee serves as a provider of currency exchange services.

C-3. SERVICE OVERVIEW. Skyee’s Currency Exchange Service exchanges one currency to another currency.

C-4. CURRENCIES AND EXCHANGE RATES. The currencies and exchange rates offered by us, at any time, are available through your Skyee Account.


C-5. ELECTRONIC FUND TRANSFER. For its Currency Exchange Service, Skyee only accepts funds transmitted via electronic funds transfer. We do not accept funds in cash, check, or debit or credit card.

C-6. CURRENCY EXCHANGE ORDER. To use our service, you must issue a Currency Exchange order with us, which must contain the following information, including but not limited to – (i) the amount of funds to be exchanged; (ii) the foreign currency purchased; and (iii) acceptance of the offered exchange rate. In addition to the Currency Exchange order, we may request that you provide additional information and/or documentation, including that related to the underlying business transaction.

C-7. ACCEPTANCE OF ORDER. Skyee reserves the right to accept or to refuse the Currency Exchange order. Skyee has the right to refuse to accept the order, including but not limited to, if (i) information in the order is incorrect or incomplete; (ii) you failed to provide the requested information and/or documentation; or (iii) for legal compliance and/or risk management reasons.

Exhibit D
The following, together with the Common Terms, comprise the terms and conditions that govern the availability and use of our Outbound Payment Service.
D-1. CONTRACTUAL ENTITY. With respect to the Outbound Payment Service, the Contractual Entity is Skyee Hongkong Company Ltd.

D-2. OUR ROLE. Skyee serves as your agent to make outbound payments on your behalf.

D-3. SERVICE OVERVIEW. Skyee’s Outbound Payment Service transfers funds on your behalf to designated payees in payment of goods and/or services or for other purposes permitted by Skyee. Pursuant to your Outbound Payment order, Skyee will transfer funds in the amount and currency you designate from your Skyee Balance to your designated payee. With the approval of Skyee, you may also transfer additional funds to Skyee to increase your available Skyee Balance.

D-4. PERMITTED PURPOSES. You are only permitted to use Skyee’s Outbound Payment Service to send funds to designate payee in payment for goods and/or services or for other purposes permitted by Skyee.

D-5. ELECTRONIC FUND TRANSFER. For the Outbound Payment Service, Skyee only transfers funds to the designated payee via electronic fund transfer. Furthermore, Skyee will only accept funds transmitted to Skyee via electronic fund transfer. We do not accept funds in cash, check, or debit or credit card.

D-6. OUTBOUND PAYMENT ORDER. To use our service, you must issue an Outbound Payment Order, which must contain the following information, including but not limited to - (i) the amount and currency of the funds to be transferred; (ii) the name of the payee; and (iii) the payee’s bank account information. In addition to the Outbound Payment Order, we may request that you provide additional information and/or documentation, including that related to the underlying business transaction.

D-7. ACCEPTANCE OF ORDER. Skyee reserves the right to accept or to refuse the Outbound Payment order. Skyee has the right to refuse to accept the order, including but not limited to, if (i) information in the order is incorrect or incomplete; (ii) you failed to provide the requested information and/or documentation; (iii) if the funds are not for the permitted purposes; or (iv)for legal compliance and/or risk management reasons.

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