PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING WITH YOUR APPLICATION. BY CLICKING THE ‘I AGREE’ BUTTON, YOU (REFERRED TO AS THE “MERCHANT”) ARE EXPRESSING YOUR CONSENT TO BE BOUND BY THESE AS STATED BELOW. YOUR ACCESS TO AND USE OF THE SERVICE IS CONDITIONED ON YOUR ACCEPTANCE AND OF COMPLIANCE WITH THESE TERMS.
MEMORANDUM OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This DRAGONPAY MEMORANDUM OF AGREEMENT made and entered into by and between:
DRAGONPAY CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal place of business and office at Suite B, 5/f Builder’s Center Building, 170 Salcedo Street, Legaspi Village, Makati City, Philippines, and represented by MR. ROBERTSON S. CHIANG, CEO, duly authorized for this purpose, hereinafter referred to as DRAGONPAY;
The MERCHANT, a domestic corporation duly organized and existing under and by virtue of the laws of Republic of the Philippines with principal place of business and office address as declared on the online application form represented in this act by the registered name also indicated on the online application form, duly authorized for this purpose, hereinafter referred to as MERCHANT;
WHEREAS, DRAGONPAY has represented that it has a system to allow
MERCHANT’s clients to pay for subscriptions and purchases using a facility called
DRAGONPAY as hereinafter defined;
WHEREAS, MERCHANT is desirous of availing of the said system for itself;
NOW, THEREFORE, in consideration of the foregoing premises and the terms and
conditions hereinafter set forth, DRAGONPAY and MERCHANT hereby mutually agree
1. DEFINITION OF TERMS:
1.1.CLIENT – MERCHANT’s customer/end-user who transacts through the
MERCHANT’S website or over the channels accepted by DRAGONPAY.
1.2.DRAGONPAY SERVICE – the facility offered by DRAGONPAY that allows the
CLIENT of any MERCHANT to pay for subscriptions and purchases through any
payment channel jointly supported by MERCHANT and DRAGONPAY. This
system directly debits the CLIENT’s fund source then credits MERCHANT’s
account with DRAGONPAY.
2. GENERAL POLICIES
2.1.DRAGONPAY and MERCHANT shall ensure the security and confidentiality of
all information captured from all parties involved.
2.2.DRAGONPAY SERVICE will require certain information to be entered by the
CLIENT to authenticate his identity and authorize access to his fund sources.
DRAGONPAY and MERCHANT shall ensure the security and confidentiality of
2.2.1 At anytime that the security and confidentiality of the above-mentioned
CLIENT information is threatened, DRAGONPAY shall suspend the
implementation of the said gateway facility until such time as the threat or
deficiency is corrected to the satisfaction of DRAGONPAY.
2.2.2 The DRAGONPAY SERVICE payment screen is intended to be filled out
only by the CLIENT himself or herself with his or her financial details. To
ensure security, privacy and confidentiality, MERCHANT is not allowed to
enter data on behalf of the CLIENT.
2.2.3 DRAGONPAY reserves the right to temporarily or permanently suspend
the DRAGONPAY SERVICE to MERCHANT due to a high fraud rate, any
unethical business practice, violation of the terms and conditions defined in
this Agreement, or any other unauthorized use of the DRAGONPAY
SERVICE. MERCHANT has to submit an explanation or clarification prior
to DRAGONPAY’s reactivation of the DRAGONPAY SERVICE to
MERCHANT. Should MERCHANT be able to satisfactorily answer all
concerns, DRAGONPAY will reactivate DRAGONPAY SERVICE within 24
2.3. Payment transactions received by DRAGONPAY up to end-of-day cut-off time
of 12:00 o’clock midnight Manila, Philippine Time (GMT+8) shall be posted as
transactions of that day. Any transaction received by DRAGONPAY after the cutoff
time shall be considered as transaction of the next day.
2.4. All MERCHANT transactions processed by the DRAGONPAY SERVICE shall
be included in the daily Collection Reports and electronic files to be generated by
DRAGONPAY SERVICE. These shall contain the minimum information agreed
upon by DRAGONPAY and MERCHANT.
2.5. Payment transactions shall be settled on the terms agreed upon and defined in
2.6. A joint effort between MERCHANT, and DRAGONPAY shall be made to market
the DRAGONPAY SERVICE to their respective CLIENTs.
2.7. All parties shall keep copies of reports and files for reconciliation and future
reference for a period of no less than six (6) months from transaction date.
2.8 DRAGONPAY reserves the right to add/modify/remove payment methods from
DRAGONPAY SERVICE without prior notice, based on the terms and conditions
of our payment partners and any modifications that may arise subsequently.
However, this is subject to the condition that MERCHANT should be given due
notice of such change/s.
3. RESPONSIBILITIES OF MERCHANT
3.1.MERCHANT shall set up an interface to connect their website to DRAGONPAY
SERVICE to allow payments using DRAGONPAY. Unless otherwise agreed
upon, MERCHANT shall shoulder the cost of hardware, software development,
routers/modems, leased lines for production and testing/back-up purposes, and
other items that may be necessary to connect the MERCHANT system to the
3.2.MERCHANT agrees that the DRAGONPAY SERVICE will be used solely for the
website, products, and services as defined in Schedule 2. Should changes to
these details be necessary, MERCHANT must inform and get clearance in
writing from DRAGONPAY. Failure to do so may warrant a suspension or
termination of the DRAGONPAY SERVICE by DRAGONPAY after proper
investigation and notice to MERCHANT.
3.3.MERCHANT is prohibited from using the DRAGONPAY SERVICE to receive
payments for narcotics; unauthorized gaming; objectionable sexual materials
such as child pornography; products infringing on any third party's copyright,
patent, trademark, trade secret or other property rights or rights of publicity or
privacy; or any other products or services prohibited by law. MERCHANT
agrees that damages incurred by DRAGONPAY as a result of these activities,
including fines and other related legal expenses, will be payable by
3.4.MERCHANT shall adopt the DRAGONPAY SERVICE cut-off time, as described
in Provision 2.3, for the purpose of transaction reporting, settlement and
3.5.In case there is a need to credit back a CLIENT’s account due to an erroneous
payment or fraud, MERCHANT agrees to DRAGONPAY deducting the
contested amount from the unsettled transactions to MERCHANT. If the
unsettled transactions are insufficient to cover the amount to be credited back,
MERCHANT agrees to pay DRAGONPAY the amount due immediately upon
3.6.MERCHANT shall commit and ensure correct application of payment of
customers. MERCHANT shall shoulder the risk and legal consequences of nondelivery
or erroneous delivery of product/service, non-application or erroneous
application of payment, or erroneous advice to refund.
3.7.MERCHANT shall set up a Help Desk that will handle all of its customer queries
and complaints relating to the online purchase of products/services and payment
via the DRAGONPAY SERVICE. MERCHANT should clearly indicate the
contact details of the Help Desk in its website. The contact details should
include the office address, email address and telephone numbers at the
3.8.MERCHANT shall shoulder the financial risk of error or fraud committed by its
CLIENTs, employees and suppliers. Accordingly, DRAGONPAY shall not be
liable for reimbursements, payments, set-off or deductions for amounts which
may have been erroneously or fraudulently obtained by such third persons.
3.9.MERCHANT acknowledges that the copyright, designs, trade marks and other
intellectual property rights comprised in the information, text, graphics, scripts,
software, technology, music, sound, photograph or any other materials or works
used on, comprised or contained in the DRAGONPAY SERVICE,
DRAGONPAY software and the DRAGONPAY Marks (collectively "the
Materials") are the sole and exclusive property of DRAGONPAY and/or its
licensors. MERCHANT further undertakes not to challenge, dispute or question
such sole and exclusive property.
3.10. MERCHANT further agrees and undertakes that save as expressly
permitted in this Agreement by DRAGONPAY, it shall not without
DRAGONPAY’s prior written consent, perform the following:
3.10.1. reproduce, copy, reverse compile, adapt, modify, distribute,
commercially exploit, display, broadcast, hyperlink or transmit in any manner
or by any means or store in an information retrieval system any part of the
DRAGONPAY Website or the Materials; or
3.10.2. create or use derivative works from the Materials or create any
hyperlink of any sort or manner to or from the DRAGONPAY Website from
or to any other website or use any part of the Materials contained at the
DRAGONPAY Website or any other server.
3.11. MERCHANT shall make its clients aware of the DRAGONPAY SERVICE
by carrying the DRAGONPAY logo within the MERCHANT website in the
screens where payments are prompted and processed. DRAGONPAY hereby
grants MERCHANT the right to use the logo of DRAGONPAY for this purpose.
3.12. MERCHANT shall offer the DRAGONPAY SERVICE packaged as part of
its own product/service on a non-exclusive basis. In any case, MERCHANT shall
coordinate with DRAGONPAY and enforce the DRAGONPAY policies,
standards and procedures across its client base.
3.13. MERCHANT shall ensure and apply all payments in their financial books
in conformity to the amounts stated in the daily Collection Report of
DRAGONPAY SERVICE. If for some reason but without fault or negligence of
DRAGONPAY, MERCHANT makes a billing and/or terminates its agreement
with its partner or a CLIENT whose account has been paid through
DRAGONPAY SERVICE, MERCHANT shall be solely liable to whosoever
3.14. MERCHANT, with its prior consent, hereby undertakes to reimburse, upon
demand, DRAGONPAY for any such amount they may pay in settlement of the
claim, in the event damages are claimed against DRAGONPAY and
DRAGONPAY decides to settle the claim, regardless of whether judicial action
was initiated or not; provided that the event which serves as the basis of such
claim was not due to any fault or negligence on the part of DRAGONPAY and its
3.15. Any discrepancy in the billing amount and the amount paid by the
CLIENT, as well as any complaint arising from the billing made by MERCHANT
to its CLIENTS, shall be referred to MERCHANT for immediate investigation and
3.16. MERCHANT shall allow DRAGONPAY the concession of making the
required adjustments within one week without any adverse consequence on the
CLIENT or any liability on DRAGONPAY for payments not credited, provided
that the delay in crediting was unavoidable or beyond their control.
3.17. MERCHANT shall pay DRAGONPAY the fees as stated in “Schedule 1”
to avail of the DRAGONPAY SERVICE through existing and future payment
4. RESPONSIBILITIES OF DRAGONPAY
4.1.DRAGONPAY shall operate and maintain the DRAGONPAY SERVICE
infrastructure 24 hours a day, 7 days a week.
4.2.DRAGONPAY shall provide MERCHANT with relevant systems documentation
of its existing infrastructure to enable the latter to build the required interface
programs. DRAGONPAY shall support MERCHANT in all phases of systems
development and project implementation.
4.3.DRAGONPAY shall accept and process payments through the channels
available through DRAGONPAY SERVICE.
4.4.DRAGONPAY shall credit account of MERCHANT for the payments and
collections from DRAGONPAY SERVICE, as a result of payments initiated from
the MERCHANT’s website.
4.5.DRAGONPAY shall provide MERCHANT with a Statement of Account based on
an agreed schedule to show the amounts credited or debited for review and
4.6.DRAGONPAY shall undertake the necessary security measures to reduce fraud
but shall not guarantee a completely fraud-free environment. Nevertheless,
DRAGONPAY shall be held liable for errors or fraud committed due to the fault
or negligence of its employees or a failure in its system.
4.7.DRAGONPAY may help promote the products or services offered by
MERCHANT, subject to MERCHANT’s concurrence and approval, through
DRAGONPAY’s marketing and public relations activities including, but not
limited to: website announcements, banner ads, and press releases.
5. REPRESENTATIONS AND WARRANTIES
5.1.Both parties hereby represent and warrant that they are duly licensed and have
the right to market, distribute and sell their products or services online.
5.2.Both parties warrant that they are allowed, licensed and authorized to set up the
subject website and/or link and that their principals, if any, has given their
consent to set up, create, and maintain the website and/or link.
5.3.MERCHANT warrants that the Content it shall provide or will further provide
DRAGONPAY does not infringe upon any copyright, trademark or other
proprietary rights of third parties and hereby holds DRAGONPAY free and
harmless from all claims for infringement of any intellectual property.
5.4.All products or services advertised and appearing at the website and/or link are
genuine or in the state as advertised, described and/or represented therein.
5.5.MERCHANT shall hold DRAGONPAY free and harmless from all liability from its
CLIENTS for the quality and delivery of its products or services as a result of the
implementation of this Agreement. In the same manner, DRAGONPAY shall
hold MERCHANT free and harmless from all liability that may arise by reason of
the errors in the DRAGONPAY SERVICE and any feature thereof.
6.1.This Agreement shall take effect upon its signing by the parties and shall remain
in force for an initial term of one (1) year, and is automatically renewed every
year thereafter unless otherwise terminated upon the request of either party, by
giving the other party a written notice at least one (1) month in advance.
6.2.All information disclosed and exchanged between DRAGONPAY and
MERCHANT made in the course of discussions, studies, or other work
undertaken between the parties, shall be considered as Confidential Information.
It is understood that said Confidential Information should not be distributed,
disclosed or disseminated, and should only be known to employees who have a
need to know such information for the purpose for which it is disclosed.
6.3.This Agreement shall be subject to periodic review, and may be modified or
amended upon mutual consent of the parties. Any and all amendments to this
Agreement shall be implemented only after the parties shall have mutually
signified their conformity in writing.
6.4.No provision of this Agreement shall be deemed to have been waived or
modified unless such waiver or modification shall be evidenced by a written
instrument which is signed by all parties hereto and any such waiver or
modification shall apply only to such terms or conditions expressly noted in said
6.5.This Agreement may not be transferred or assigned without the prior written
consent of both parties.
6.6.For all actions or lawsuits arising out or in connection with this Agreement, the
venue shall be in the proper courts of Makati City to the exclusion of all other
venues. This Agreement shall be governed by Philippine Law.
6.7.Neither DRAGONPAY nor MERCHANT shall be liable for any loss, damage or
delay caused by war, riots, civil commotion, strikes, lock-outs, labor disputes or
other such causes or contingencies beyond its reasonable control which
prevents or delays it in performing any obligation arising out of this Agreement.
Should such event prevent DRAGONPAY from complying with any of its
obligations under the Agreement for a period of at least seven (7) days,
MERCHANT may terminate the Agreement immediately upon written notice.
6.8.DRAGONPAY and MERCHANT hereby represent that each is duly authorized
by their respective Board of Directors to enter into this Agreement, and that their
respective signatories are likewise duly authorized to sign this Agreement on
behalf of their own companies.