NarwhalPay

Terms and Conditions

Effective as of December 1, 2023

This Terms of Use (the “Agreement”) describes the terms and conditions under which Narwhal Fintech Corporation (hereinafter “NarwhalPay”, or “First Party”) offer Services (as defined below) to the Merchant (“Merchant” or “Second Party”).

Acceptance of Terms Definition of Terms License and Intellectual Property Restricted Business Third-party Content and Services Data Sharing Data Privacy Data Collection Limits on Liability Limitations on Liability Fraudulent Transactions Security Invalid Payment and Other Liabilities Representation and Warranties Disclaimer Indemnification and Liability Security and Fraud Termination Amendment of Terms

1. Acceptance of Terms

By exercising NarwhalPay Services, the Merchant agrees to comply with these terms and conditions. The Merchant's use of NarwhalPay Services may be subject to additional agreements, such as the NarwhalPay Privacy Policy and Merchant Agreement specific to certain NarwhalPay Services, which are incorporated herein by reference. The First Party reserves the right to refuse service access for any reason, including violations of these Terms. Should the Merchant disagree with these terms, they must cease using the Services.

The Merchant shall be solely responsible for ensuring that the use of NarwhalPay's services complies with all applicable laws, rules, and regulations. The Merchant must also ensure that they have all necessary rights, licenses, and warrants to engage in their business practices."

2. Definition of Terms

First Party

Refers to Narwhal Fintech Corporation which provides Payment Gateway Services.

Second Party

Refers to businesses who wish to avail themselves of the First Party products and services.

Applicable Laws

Refer to all applicable laws, statutes, treaties, rules, codes, ordinances, regulations, required approvals and orders of any Governmental Authority, final interpretations of any of the foregoing by a Governmental Authority having jurisdiction, and final judgments, decrees, injunctions, writs, orders or like action of any court, arbitrator or other judicial or quasi-judicial tribunal (including those pertaining to health, safety, the environment, or otherwise).

Application Programming Interface (API)

Refers to the program that specifies the interaction protocols between the Parties for payment transactions and electronic wallet functions.

Business Day

Refers to any day excluding Saturdays, Sundays, days declared in the Philippines as public holidays, and days declared by the Bankers Association of the Philippines as a holiday.

Know-Your-Business/Customer (KYB/KYC)

Refers to the process designed to protect financial institutions against fraud, corruption, money laundering, and terrorist financing that involves establishing customer identity; understanding the nature of customer’s activities and qualifying that the source of the customer’s funds is legitimate; and assess money laundering risks associated with the customer.

First Party Services

Shall mean the services of NarwhalPay, which processes payment collection and disbursement transactions of the Merchant.

End User

Refers to the Merchants’ clients

Settlement

Refers to the electronic process of transferring funds for sales and credits amongst NarwhalPay and Merchants.

Suspicious Transaction

Refers to a transaction, regardless of amount, where any of the suspicious circumstances, as herein defined, is determined, based on suspicion or, if available, reasonable grounds, to exist.

Affiliates

Refers to a parent, sister, or subsidiary company exercising control of or connected with NarwhalPay.

Merchant Account

Shall mean the access provided by NarwhalPay to the Merchant to use its services.

Merchant Dashboard

Refers to the web-based reporting tool provided to the Merchant by Narwhalpay.

Refund

Refers to the activity of returning the payments of the end-users to their destination account by the Merchant.

Losses

Shall mean any losses, damages, liability, costs, and expenses which may include reasonable fees, legal expenses, advisors’ expenses, court costs, and other dispute resolution costs experienced or incurred by a party.

Confidential Information

Refers to sensitive or private data, knowledge, or information that relates to Narwhalpay, Merchant, affiliates, and end users that is bound to protect confidentiality.

Merchant Agreement

Means an agreement entered between the Parties in relation to the Services rendered by NarwhalPay to Merchant.

3. License and Intellectual Property

In accordance with the terms of these Conditions, the First Party hereby grants to the Second Party, and the Second Party hereby accepts from the First Party a personal, limited, non-exclusive, non-transferable license and right to utilize the First Party API’s and accompanying Services Documentation for the following purposes:

Install and utilize the API on a reasonable number of machines (which are and will be maintained within facilities owned, occupied, or leased by the Second Party) to facilitate the Services for the purpose of conducting transactions with the End-Users;
Generate any essential number of copies of the API and Documentation, with all copyright notices, solely for archival purposes.

Subject to the terms of these Conditions, the First Party grants the Second Party a limited, non-exclusive, non-transferable royalty-free license to utilize the First Party trademarks and service marks (collectively the "Advertising Materials"; provided on the condition that the Second Party agrees, at their own expense, to alter, any Advertising Materials which the First Party, in its sole discretion, deems inaccurate, objectionable, misleading, or misuse of the First Party trademarks and/or service marks.)

The Second Party acknowledges and accepts that, apart from the explicitly granted rights and licenses to the Second Party detailed within these Conditions, as between the Second Party and the First Party, the First Party retain all rights, titles, and interest in and to the Services, APIs, and Documentation and any resulting derivatives (the "First Party IP"); and, no provision in the Merchant Agreement or these Conditions shall be construed as conferring upon the Second Party by implication, operation of law, estoppel, or otherwise, any additional and/or other license or right. The Second Party shall not: (i) use, reproduce, distribute, or allows others to use, reproduce, or distribute any of the First Party IP for any purposes other beyond those specified in these Conditions; (ii) share the First Party IP with unauthorized third parties; (iii) rent, electronically distribute, engage in timesharing, or market the First Party IP through interactive cable, remote processing services, service bureau or any other means; or, (iv) directly or indirectly alter, reverse engineer, decompile, disassemble, or derive source code from any of the First Party IP.

The Second Party acknowledges and consent to grant the First Party the authorization to use the Second Party’s name, logo, and trademark on the First Party’s website for any lawful activities including marketing purposes.

The First Party expressly reserves all rights in the Service and API that are not specifically granted to the Second Party. It reserves the right to change, suspend, or discontinue any aspect of the Services at any time, including hours of operation or availability of the Service or any feature, without notice and without liability.

4. Restricted Business

The Second Party acknowledges that the First Party is prohibited from engaging in or providing services related to activities prohibited under Philippine laws, inclusive of Unlawful Activities as defined under the Anti-Money Laundering Act of 2001, as amended, and its Revised Implementing Rules and Regulations (“Restricted Activities”). The list of Restricted Activities may change from time to time due to regulatory amendments. Thus, the Second Party recognizes that the First Party reserves the right to unilaterally modify, revise or adjust the list of Restricted Activities below without prior notification to the Second Party. The enumerated list below is representative but not comprehensive. If the Second Party requires clarification on whether its business falls under Restricted Activities or has questions about how these requirements apply, please contact us.

The Second Party legally acknowledges, confirms its consent, and agrees not to utilize the Service for accepting or disbursing payments associated with any of the Restricted Activities including but not limited to:

Business related to pornographic activities or illicit material or activity of any type.

Business related to the possession or selling of illegal drugs.

Activities related to violation of Anti-Fencing Law.

Businesses related to multilevel marketing and pyramid selling.

Businesses that violate any applicable laws, regulations, or third-party rights.

Businesses related to crime.

Activities related to illegal gambling.

Activities related to “Terrorism”, and “Terrorist Financing”.

Activities related to "Illegal/Unlawful Possession, Manufacture, Dealing In, Acquisition or Disposition of Firearms, Ammunition or Explosives";

Activities related to violations of the “Intellectual Property Code of the Philippines, as amended”;

Fraudulent practices and other violations under Republic Act No. 8799, otherwise known as the “Securities Regulation Code of 2000”.

5. Third-Party Content and Services

The First Party Service incorporates content provided from third party services and resources. The Second Party acknowledge and agree that the First Party are not responsible or liable for the availability, accuracy, suitability, completeness, or non-infringement of such Third- Party Services; or for the content, products, or services provided via these Third-Party Services. Unless explicitly specified by the First Party, the availability of such Third-Party services does not indicate any endorsement by the First Party of such Third-Party services or the content, products, or services available therefrom.

The Second Party are prohibited from altering, removing, or obscuring any copyright, trademark, service mark or other proprietary rights notices included within or accompanying the application and the services or in any Third-Party Services.

The First Party does not provide any representation or warranties regarding services, content, and/or any other resources provided by the Third Party.

6. Data Sharing

The Second Party hereby give consent and authorization to the First Party, its subsidiaries, affiliates, and/or its third-party partners engaged by the First Party for the purpose of conducting its operations, that includes but are not limited to; fraud and risk management, sales and marketing activities, communications relating to their products and/or services, product and system development, innovation, enhancing customer experience management, and market research, to collect and process all relevant information from applicable sources.

The Second Party hereby authorize the First Party, its subsidiaries and affiliates, and the First Party third party partners, to disclose and release any and all information required by First Party and/or its third party partners such as, but not limited to the following [i] Data usage records; [ii] Customer relationship management records; [iii] Credit information; [iv] Know Your Customer data; [v] Registration data; and [vi] Transaction data.

The foregoing consents and authorizations shall continue throughout and after the termination of this Agreement, or any other transactions, arrangement, dealings, and accounts which the Second Party may have with, or avail from, the First Party.

7. Data Privacy

Each Party (referred to as the "Receiving Party") hereby agrees (i) to hold the other Party’s (referred to as the "Disclosing Party") Confidential Information with strict confidentiality and employ reasonable measures to protect such Confidential Information (including, but not limited to, all precautions the Receiving Party employs for its own confidential materials), (ii) refraining from disclosing any such Confidential Information or derived information to any third party except when strictly necessary for providing or using the Services, (iii) not to make any use whatsoever at any time of such Confidential Information except as specifically outline hereunder, and (iv) that any employee or third party granted access to any such Confidential Information must have a legitimate "need to know" and shall be bound in writing to adhere to the Receiving Party’s confidentiality obligations, whether generally or specific to the Merchant Agreement or these Conditions.

Unless otherwise provided in the Merchant Agreement or these Conditions, within thirty (30) calendar days of termination of the Merchant Agreement, the Receiving Party shall destroy of all materials that constitute Confidential Information and/or Intellectual Property of the Disclosing Party and the Receiving Party must furnish written certification, signed by an authorized officer or representative, confirming the destruction of all such information to the Disclosing Party. However, both parties may retain Confidential Information that is (i) stored on archival or back-up files or (ii) required for compliance with applicable law, company rules, or obligations outlined in the Merchant Agreement and these Conditions, provided that such party must continue to uphold the confidentiality of such Confidential Information according to the terms of the Merchant Agreement and these and Conditions.

Notwithstanding any provision in the Merchant Agreement or these Conditions to the contrary, each Party reserves the rights to disclose Confidential Information of the other Party to the extent mandated by a valid order or requirement of a governmental agency or court of appropriate jurisdiction, provided that the owner of the Confidential Information shall be given reasonable notice of such an order or requirement and be given with an opportunity to contest it.

To clarify and irrespective of the previously mentioned conditions, either Party retains the right to disclose the existence of the relationship formed hereunder between First Party and the Second Party, which may include the name, trade name, trademark, or symbol of the other Party in its publicity materials without the prior written consent of the other Party.

8. Data Collection

The First Party shall keep all the Second Party files in the utmost confidentiality. By submitting his/her information for the purpose of establishing a Merchant Account, the Second Party explicitly agrees to the processing of his/her supplied customer data, as necessary. Data belonging to the Second Party are either Personal Information or Non-Personal Information:

Personal Information refers to any information from which the identity of an individual can be reasonably and directly ascertained, or when combined with other data, would undoubtedly identify an individual. It also includes, but is not limited to, data and, or information that would help the First Party verify:

The Second Party identity such as name, gender, date of birth, address, telephone/mobile number, email address, proof of identification, source of income, employment details, and other relevant data points whenever applicable;
The Second Party’s device location whether desktop, laptop, or mobile devices whenever the Second Party accesses the First Party Merchant Dashboard; and
The browsing experience while accessing the First Party Merchant Dashboard to see activities performed on channels, the pages visited, and their sequence.

Use of Second’s Data

Without limiting the generality of the foregoing, the Second Party grant consent and authorization to the First Party for the storage, processing, disclosure, exchange, and release the said information to its associates, affiliates, subsidiaries, officers, employees, agents, legal representatives, and other advisers, pre-paid/debit/credit bureaus or any such persons as the First Party deems necessary, or as commanded by law, rule or regulation, including but not limited to:

Furnishing the Second Party with client support;
Improving, developing and customizing products to meet the preference and needs of the First Party to enhance its customer experience;
Communicating applicable and new release products;
Communicating advisories to the Second Party;
Displaying relevant advertisement on and off the First Party services and gauging the effectiveness and reach of ads and services;
Abide by any safety, security, public service, or legal requirements and processes; and
Processing data and/or information for research, statistical, and analytical purposes.

9. Limits on Liability

The First Party does not express or implied any warranty, regarding to the First Party Service.

The First Party Service is offered on an “AS IS”, or “AS AVAILABLE” basis without warranties of any kind, except those that cannot be excluded, waived, or limited under applicable laws governing these Conditions. Without limiting the foregoing, the First Party does not warrant: (1) the content, quality, or accuracy of data or information provided by the First Party hereunder or received or transmitted using the First Party Services; (2) uninterrupted or error-free operation of the First Party Services; or (3) the attainment of any particular result or information.

The First Party shall not be liable for any loss, cost, compensation, damage, or incurred liability to the Second Party or a third party, whether directly or indirectly, or because of any or all the following:

Refusal of any bank, financial institution, or similar entity to allow or accept transfers out of the First Party Merchant Account;
Any delay, interruption, or termination of transactions within the First Party Merchant Account, whether resulting from administrative error, technical, mechanical, electrical, or electronic fault or difficulty, or any other reason or circumstance beyond the First Party’s control (including but not limited to acts of God, natural disasters, acts of war, riots, embargoes, strikes, labor disputes, fires, floods, accidents, disturbances, government actions, atmospheric conditions, lightnings, network infrastructure failures, shortage of transportation facilities, fuel, energy or materials, interference or damage by third parties or changes in legislation);
Unauthorized utilization of the First Party Merchant Account (including but not limited to account takeover by third persons, or unauthorized transfers by a person granted an access to the Merchant Dashboard by the business owner or registered business entity) or any loss, costs, damages, or liabilities incurred by the Second Party to any third party;
Any misrepresentation, fraud, or misconduct of any third-party.

10. Limitations on Liability

In the event of any action that the Second Party may file against the First Party, the Second Party agrees that the First Party’s liability shall not exceed the total amount of the Merchant Discount Rates paid by the Second Party to the First Party during the last twelve (12) months preceding the event that led to the damage.

In no event shall the First Party be liable to the Second Party or any third party for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) the Second Party access to or use of or inability to access or use the services; (b) any conduct or content of any third party on the services; (c) any content obtained from the services; and (d) unauthorized access, use, or alteration of the Second Party transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal proposition, whether or not the First Party has been informed of the possibility of similar damage."

11. Fraudulent Transactions

The First Party retains the right to automatically suspend or block a Merchant Account in the event that there is a reasonable belief that it is being utilized for fraudulent or suspicious transactions or by an unauthorized person. The First Party shall not have the obligation to provide prior notification to the Second Party before suspending or blocking the Merchant account pursuant to this Section. The Second Party acknowledges the First Party’s authority to suspend or block the Merchant Account and, consequently, agrees to indemnify and hold the First Party free and harmless against any and all consequences of such suspension or blocking, or any loss or damage which the Second Party may suffer as a result thereof.

Without giving any reason or notice, and without prejudice to the other provision hereof, the First Party has the absolute discretion (a) to decline approval for any Merchant Account transaction, even if there is sufficient available balance; (b) to suspend, terminate or cancel the Second Party rights to use the Merchant Account; (c) to introduce, modify, vary, restrict, terminate or withdraw the benefits, services, facilities and privileges associated with or related to the Merchant Account, whether specifically affecting a particular Merchant or generally to all the First Party clients.

12. Security

The First Party and its Affiliates shall not be liable to the Second Party or responsible for any financial or non-financial, direct or indirect Losses or any other consequences of fraud, and do not and will not insure the Second Party against any Losses caused by fraud, regardless of whether the Second Party obligations in this Clause have been followed and/or whether best practice recommendations or security controls suggested by the First Party as referred to in the above Clause have been followed.
In the event the First Party receive information from its payment channel partners, regulator or law enforcement authorities, any End-User or the public of an indication or allegation of fraudulent activities, scams, and/or any unlawful or illegal activities by the Second party or any Sub-Merchant or End-User associated with Second Party Merchant Account, in addition to and notwithstanding any other rights the First Party may have under these Conditions or the Merchant Agreement, The First Party may require the Second Party to (i) carry out periodic and/or incidental reviews on the relevant transactions, Sub-merchant or End-User, (ii) provide information on any action, response or settlement the Second Party may have performed towards or in relation to such activities, (iii) provide a written action plan to address the reported activities as well as overall risk management plan within a reasonable time period on case-by-case basis, and (iv) keep the First Party informed on the implementation of said plans. Failure to comply with this requirement may result in suspension or termination of the First Party Services to the Second Party or the relevant Sub-Merchant, in accordance with the terms thereof under the relevant Merchant Agreement or these Conditions.

13. Invalid Payment and other liabilities

The Second Party recognizes and agrees that the First Party and each of its Affiliates shall not be liable or accountable in any respect, and that the Second Party shall be liable for all Losses incurred by the First Party resulting from:

Any payment error, over-payment, refund, or other invalid payment arising from the Second Party or its End-Users
Any error, default, negligence, misconduct, or fraud by the Second Party, its employees, directors, officers, representatives, or any individual acting on behalf of the Second Party; and/or
Any Losses incurred by the First Party due to the Second Party’s failure to comply with the terms of the Merchant Agreement or these Conditions.

In the occurrence of an Invalid Payment or other liability as provided above, the First Party reserved the rights to immediately deduct the amounts due to it from the balance in the Merchant’s Dashboard without objection or refusal by the Second Party, incase the merchant account holds an amount less than the sum of the value of any Invalidated Payment(s) and/or other costs or liabilities, the First Party shall issue a written notice to the Second Party for any reimbursement related to such Invalidated Payment(s) and/or such other costs or liabilities, and the Second Party shall make such reimbursement within seven (7) calendar days of receipt of such notice. Provided always that any delay or failure by the First Party to make such deduction does not constitute or imply a waiver of any or all of the First Party rights in relation to such Losses to which it is entitled to.

13. Representation and Warranties

The Second Party representations and warranties shall be as follows:

The Second Party represents and warrants that: (i) it has all necessary right, power, and ability to execute the Merchants Agreement and to perform its obligations thereof (including but not limited to these Conditions); (ii) no authorization or approval from any third party is required in connection with the Second Party execution, delivery or performance of the Merchant Agreement; (iii) the Merchant Agreement constitutes a legal, valid and binding obligation, enforceable against the Second Party in accordance with its terms, and does not breach any other agreement to which the Second Party is bound; (iv) its use of the Services is solely for the purpose of legitimate transactions and business activities in compliance with all applicable laws, rules and regulations and (v) it does and will comply with all applicable laws, rules and regulations.
The Second Party further represents and warrants that, prior to transmitting End-User information to the First Party, it will provide all reasonably necessary disclosures and/or obtain all reasonably necessary consents from each End-User regarding the intended disclosures and uses of the End-User data.

15. Disclaimer

Except as explicitly stipulated in the Merchant Agreement or these Conditions, the products and services offered hereunder are provided "as is" with all faults and without any representations or warranties. The Second Party assumes the entire risk as to satisfactory quality, performance, accuracy, and effort. This disclaimer of warranty extends to the End-User, is in lieu of all warranties and conditions whether express, implied, or statutory, and the First Party hereby specifically excludes, to the fullest extent permitted by law, any representations, conditions or warranties, express or implied, regarding any of its products or services, including the implied warranties of merchantability, fitness for particular purpose, title, and non-infringement with respect to the products and services, and any implied warranties arising from the course of dealing or course of performance.

The Second Party acknowledges and asserts that the First Party shall not be responsible for verifying the accuracy or appropriateness, or whether it aligns to the Second Party business practices of any particular purchase, sale, donation, order, or other transaction (each referred to as a "Transaction"). The Second Party shall be solely responsible to determine whether a Transaction initiated by an End-User is erroneous or suspicious (including, but not limited to, unusual transaction value, or potential fraudulent transaction). The Second Party recognizes and agrees that it is obligated to conduct reasonable checks on Transactions that appear suspicious and/or erroneous and, if necessary, contact an End-User in relation to such suspicious or erroneous Transaction before fulfilling or completing the Transaction. The Second Party is solely responsible for any Losses directly or indirectly incurred due to erroneous or fraudulent Transactions in connection with its utilization of the Services, and the First Party bears no responsibility or liability in respect of the same whatsoever.

16. Indemnification and Liability

First Party Indemnity: The First Party shall, at its own expense, defend, hold harmless and indemnify, the Second Party, its affiliates, and each of their respective officers, directors, employees, and the successors and assigns of the foregoing (each referred to as a "Second Party Indemnified Party") against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against the Second Party Indemnified Party and any affiliated Losses (including reasonable fees and expenses of legal and other counsels, court costs and other dispute resolution costs) suffered or incurred by the Second Party Indemnified Party, to the extent that such cause of action is predicated upon a claim that any of the First Party services or products infringe a copyright, patent, trade secret, or other intellectual property rights of a third party. In the event that any of the First Party products or services become, or in the First Party reasonable opinion is highly likely to become, the subject of a claim of intellectual property infringement, the First Party may, at its option: (i) secure the right for the Second Party and End-user to continue using the products or services; (ii) replace or modify the First Party’s products and services to eliminate infringement or reduces the likelihood of such determination; or (iii) if neither of the foregoing options is commercially reasonable, terminate the Merchant Agreement.
Second Party Indemnity: The Second Party shall, at its own expense ,defend, hold harmless and indemnify, the First Party, its affiliates and each of their respective directors, officers, employees and representatives, and the successors and assigns of the foregoing (each referred to as a "First Party Indemnified Party") against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against First Party Indemnified Party and any related Losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by First Party Indemnified Party, applies to the extent that such cause of action is based on or arising from (i) any of the Second Party products or services that infringe a copyright, patent, trade secret, or other intellectual property rights of a third party; (ii) a breach by the Second Party of any of the terms, conditions, representations and warranties outlined in the Merchant Agreement and these Conditions; or (iii) the Second Party or an End-User's use of the Services that are inconsistent with any of the terms of the Merchant Agreement or these Conditions or that violates any data protection laws, or any other applicable law, rule or regulation.
The First Party shall have no liability to the Second Party for any claim arising from:
1. Any and all Losses incurred by the Second Party concerning to the products or services of the First Party which have been altered by parties other than the First Party;
2. Any and all Losses incurred by the Second Party concerning of the Second Party’s utilization of the First Party products or services in connection with data where use of such data gave rise to an infringement claim;
3. Any and all Losses incurred by the Second Party due to failure of the Second Party to install upgrades or patches provided by the First Party where such upgrade or patch would have avoided such Losses;
4. Any and all Losses suffered by the Second Party in respect of the Second Party’s utilization of the First Party products or services in a manner inconsistent with the Documentation provided with such products or services;
5. The Second Party use of the First Party products or services with unauthorized software or hardware not sanctioned by the First Party, where use with such other software or hardware leads to the Losses incurred by the Second Party,
6. Any and all Losses incurred by the Second Party related to absence of any license or permit for the business activities and operations of the Second Party;
7. Any and all Losses suffered by the Second party in connection to any claim related to any infringement of any intellectual property committed by the Second Party; and
8. Any other Losses, fines, penalties, claims (including, inter alia, legal and professional adviser costs), and damages suffered or incurred by the Second Party arising from any tort (including, but not limited, negligence and misrepresentation), breach of statutory duty, fraud, fraudulent misrepresentation, willful damage to property or person or any other willful or unlawful misconduct, all of which are attributable to or caused by the Second Party or any of its employees, directors, officers, representatives, agents or affiliates.
The Second Party agrees to indemnify, defend, and hold harmless the First Party from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Second Party’s breach of these Conditions, violation of any law or rights of a third party, or use of the First Party services."

17. Security and Fraud

The Second Party represents and warrants that, throughout the duration of the Merchant Agreement, the Second Party shall maintain and adhere to all reasonable security measures to safeguard the Second Party Computer Systems and the data stored therein from unauthorized control, tampering, or any other unauthorized access and adhere with all applicable laws, rules and regulations and (where applicable).
Unless solely attributable to the First Party’s gross negligence, fraud or willful or deliberate act, the Second Party shall be responsible for all Losses arising from the compromise of the Second Party username or password, or any other unauthorized use or modification of the Merchant Account on the First Party platform. The First Party and its Affiliates does not and will not insure the Second Party against any Losses caused by fraud. Further, the Second Party acknowledges and agrees to fully reimburse to the First Party for any direct or indirect Losses incurred by the First Party due to the use of lost or stolen credentials or accounts of the Second Party, unless such credential or accounts have been lost or stolen solely through the First Party gross negligence, fraud or willful and deliberate acts.
First Party may assist the Second Party in conducting any investigations with law enforcement to recover lost funds. However, where the First Party agrees to support the Second Party in such investigations, the First Party shall not be held liable to the Second Party, or accountable for any financial or non-financial (whether direct or indirect) Losses or any other consequences resulting from such fraud.
It is the Second Party responsibility to assess all security controls provided or recommended by the First Party and to ascertain whether such security controls are sufficient or suitable for its purposes and, where appropriate, independently implement additional and/or other security procedures and controls not furnished by the First Party. The First Party does not represent, warrant, or guarantee that the Second Party or any End-User will not be victimize of fraud.
First Party may furnish the Second Party with subjective data indicating the potential or likelihood of a transaction being fraudulent, which will require action or review by the Second Party. The First Party may also incorporate action or inaction against the Second Party into any subsequent subjective scoring when identifying potential fraud in the future. However, the Second Party acknowledges and agrees that it bears sole responsibility for any action(s) that it may choose to take (or otherwise) in relation to such data, and for furnishing inaccurate or incorrect information to the First Party. The First Party does not represent, warrant or guarantee that such subjective data will accurately detect fraud in all instances, and shall not be held liable for any Losses incurred due to any fraudulent transaction undetected by the subjective data provided to the Second Party.
The First Party may provide or recommend best practices for implementation to help prevent losses and enhance overall operational efficiency. The Second Party undertakes to assess all suggested best practices from the First Party and choose those deemed suitable for the Second Party’s business, and independently implement additional and/or other security procedures and control not specifically provided by the First Party.

18. Termination

The First Party reserves the right to terminate this Agreement at any time without cause upon giving the Second Party [specify number] days' written notice.

19. Amendment of Terms

The First Party reserves the right to amend these Terms and Conditions at any time. All amendments shall be binding and effective immediately upon posting of the revised Terms and Conditions on the First Party website or upon notification to the Second Party.

Our Licenses and Certificates

Last Updated December 29, 2023

OPS

The Operator of Payment System Certificate of Registration (OPS COR) is a license granted by the Bangko Sentral ng Pilipinas (BSP) to institutions that offer a platform facilitating payment processing on behalf of individuals. Narwhal Fintech Corporation is currently applying for this license to ensure compliance with applicable rules and regulations, thereby prioritizing the security of our clients.

AMLC

The AMLC Certificate of Registration, issued by the Anti Money Laundering Council, ensures the Philippines is not a venue for money laundering from unlawful activities. Narwhal Fintech Corporation is currently processing its registration, meeting all requirements to establish a comprehensive platform and procedures preventing money laundering and terrorist financing attempts.

Introduction

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Authentication

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4. Quisque auctor varius felis ut auctor. Sed nec malesuada est, ac vulputate felis.
5. Fusce a nunc ullamcorper, condimentum lacus a, tincidunt mauris.

Pellentesque fringilla, elit non vulputate eleifend, sapien nibh egestas tellus, ac vulputate sapien justo sed metus. Mauris nec purus eget nisl auctor dignissim. Integer non tortor sapien. Etiam non tincidunt est. Donec finibus auctor mauris, vitae tincidunt ante aliquam sed. Suspendisse potenti. Quisque quis commodo dui, at dignissim velit.

Maecenas vel ipsum et enim venenatis ultricies. Vestibulum ante ipsum primis in faucibus orci luctus et ultrices posuere cubilia curae; Pellentesque fringilla, elit non vulputate eleifend, sapien nibh egestas tellus, ac vulputate sapien justo sed metus. Mauris nec purus eget nisl auctor dignissim. Integer non tortor sapien. Etiam non tincidunt est. Donec finibus auctor mauris, vitae tincidunt ante aliquam sed. Suspendisse potenti. Quisque quis commodo dui, at dignissim velit.

Libraries / SDKs

Aliquam Dictum

Morbi condimentum sem sed nulla tincidunt, nec convallis orci tempor. Ut nec magna a metus pharetra fermentum.
Sed lobortis rutrum metus, eu dapibus metus facilisis sit amet. Nunc vel ex sed odio malesuada tempus.

1. Curabitur vel libero euismod, rhoncus purus vitae, suscipit lacus.
2. Aliquam euismod dui sit amet purus cursus, et ultricies turpis vulputate.
3. Aenean vulputate semper metus, et tincidunt mauris lacinia eu.

Donec malesuada dolor quis ante cursus, eget cursus justo tincidunt. Aenean mattis tellus quis purus lacinia efficitur. Vestibulum fermentum, urna in mattis suscipit, nulla nisi fringilla orci, a hendrerit purus metus vel ante. Quisque auctor varius felis ut auctor. Sed nec malesuada est, ac vulputate felis. Aenean vulputate semper metus, et tincidunt mauris lacinia eu.

Versions

1. Sed pharetra lectus vitae sagittis tristique. In a aliquet elit.
2. Quisque iaculis placerat elit id eleifend. Aliquam dictum urna sed magna lobortis
3. Nam auctor consectetur magna, in bibendum est eleifend eget.
4. Integer non tortor sapien. Etiam non tincidunt est.
5. Donec finibus auctor mauris, vitae tincidunt ante aliquam sed.

Rate Limits

ID	Rate	Description	Date
M172563	1.5089%	Applicable only in this services	06/16/23
M172589	.5123%	Applicable only in this services	06/13/23
M172890	.01928%	Applicable only in this services	06/18/23