RCBC CORPORATE INTERNET BANKING SERVICE AGREEMENT

This RCBC Corporate Internet Banking Service Agreement, made and executed by and
between:

ROBOCASH FINANCE CORP., a corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines, with
principal place of business at Unit A 205 Murphy Center #205 Bonny Serrano
Rd Murphy Quezon City, hereinafter referred to as the “CUSTOMER;”

- and -

RIZAL COMMERCIAL BANKING CORPORATION, a private banking

corporation duly organized and existing under and by virtue of the laws of the
Republic of the Philippines, with principal place of business at Yuchengco
Tower, RCBC Plaza, 6819 Ayala Avenue, Makati City, hereinafter referred to
as “RCBC;”

WITNESSETH: That –

WHEREAS:

a) RCBC has banking facilities that can be provided by RCBC to corporate clients through
RCBC’s Business Centers and through electronic channels, including (but not limited to)
the internet facilities (the “RCBC Corporate Internet Banking Facilities”);

b) CUSTOMER has applied to avail of the RCBC Corporate Internet Banking Facilities and
RCBC has agreed to grant such facilities to the CUSTOMER, subject to the terms and
conditions hereinafter set forth;

NOW, THEREFORE, the parties hereby agree as follows:

1. INTERPRETATION

In this Agreement, the following words and expressions shall have the meanings
respectively attributed to them:

a) Banking Regulations: the regulations imposed now or in the future by regulatory

agencies.

b) Business Centers: the Head Office and branches of RCBC.

c) Inbox: a central repository of all electronic exchanges sent by RCBC to the

CUSTOMER.

d) Password: any sign-on password, authorization password or Personal Identification

Number, as may be changed by the CUSTOMER from time to time, through which
the CUSTOMER shall access and use the RCBC CORPORATE Internet Banking
Facilities.

e) RCBC Corporate Internet Banking Property: any reference material, device,

equipment, software, data and property (including but not limited to information)
which RCBC supplies to the CUSTOMER or which the CUSTOMER receives or
obtains from RCBC or from any website belonging to RCBC (including any technical,
design or other information) in connection with the use of RCBC Corporate Internet
Banking Facilities.

RCBC AccessOne Corporate Internet Banking Service Agreement

 f) SWIFT Alliance System: a software that allows users to connect to the SWIFT
network, and to create, transmit and download financial messages across SWIFT's
dedicated network.

g) User ID: the user identification code for each user of the RCBC Corporate Internet
Banking Facilities.

2. AGREEMENT AND AUTHORIZATION

a) RCBC Corporate Internet Banking Facilities shall be used by the CUSTOMER solely
for the purpose of communicating with RCBC in relation to banking and financial
services from RCBC to the CUSTOMER. Through the RCBC Corporate Internet
Banking Facilities, CUSTOMER shall be permitted to access only its accounts
maintained with the various Business Centers that are approved in writing by RCBC
from time to time. All RCBC Corporate Internet Banking Facilities transactions with
each of the Business Centers shall be subject to the Banking Regulations and any
specific conditions of the respective Business Centers that are from time to time in
effect. However, should there be any inconsistency between the specific conditions
of the relevant Business Centers and this Agreement, the provisions of this
Agreement shall prevail.

b) For the CUSTOMER’s commencement of and continued use of the RCBC Corporate
Internet Banking Facilities, the CUSTOMER shall be supplied with the relevant
RCBC Corporate Internet Banking Property, as well as the necessary User ID(s) and
Password(s), for the use of the CUSTOMER or the personnel authorized by the
CUSTOMER to use the RCBC Corporate Internet Banking Facilities. On first use of
the RCBC Corporate Internet Banking Facilities, the CUSTOMER shall, or cause its
authorized personnel to, change the Password(s) for his/her sole confidential
knowledge. The CUSTOMER shall ensure that the disclosure of the User ID(s) and
Password(s) to any unauthorized person is prevented.

c) RCBC shall have no liability under any provision of this Agreement, whether in
contract, negligence, fundamental breach, or on any other basis, with respect to any
performance problem or other matter to the extent attributable to any unauthorized or
improper use of the RCBC CORPORATE Internet Banking Facilities by the
CUSTOMER or any third party or any breach of this Agreement by the CUSTOMER.
In this regard, the CUSTOMER shall hold RCBC free and harmless from losses or
damages incurred/to be incurred by the CUSTOMER or any third party in connection
with or as a result of unauthorized or improper use of the RCBC CORPORATE
Internet Banking Facilities, such as but not limited to hacking or phishing attacks, etc.

d) CUSTOMER shall ensure that the RCBC CORPORATE Internet Banking Facilities is
used in accordance with any reference material, any instruction, request or notice
which may be issued by RCBC from time to time.

e) RCBC may suspend, withdraw, add to or modify the RCBC CORPORATE Internet
Banking Facilities, including setting or changing the minimum or maximum daily
limits with respect to the value of the transaction, prescribing or changing the normal
service hours and the daily cut-off time for any type of service or transaction, from
time to time for maintenance reasons by notice to the CUSTOMER. If at any time
RCBC deems it necessary, in the event of an emergency (the opinion of RCBC being
conclusive in this respect) like in cases of fire, earthquake or other natural disasters,
labor strike, systems problem or situations beyond the control of RCBC, or for
security reasons, to suspend access to the RCBC CORPORATE Internet Banking
Facilities or the provision of all or any of the services of the RCBC CORPORATE
Internet Banking Facilities, RCBC may do so without notice to the CUSTOMER. The
CUSTOMER may inquire with RCBC about the cause of any suspension of access
to the RCBC CORPORATE Internet Banking Facilities. RCBC may respond to the
inquiries without having to specify the nature of the emergency or the security reason
involved.

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 f) Any notice from RCBC about any enhancement or new feature of the RCBC
CORPORATE Internet Banking Facilities may be given to the CUSTOMER either (1)
electronically through the Inbox function or Announcement screen of the RCBC
CORPORATE Internet Banking Facility, 2) via electronic email to the identified
Corporate Representative, or 3) manually in writing (hard copy) at the CUSTOMER’s
last known business address as notified by the CUSTOMER to RCBC. Unless
otherwise indicated in the notice, use by the CUSTOMER of such enhancement or
new feature shall not impose additional conditions or requirements on the
CUSTOMER. Enhancements or new features that require the CUSTOMER’s consent
to additional conditions and requirements shall not be activated by RCBC until such
written or electronic email consent is received by RCBC.

g) (i) Any instruction or notice by the CUSTOMER to RCBC pertaining to or affecting

account enrollment additions / deletions / revisions under, as well as security
parameters of, the RCBC CORPORATE Internet Banking Facilities shall be
deemed to be given only upon actual receipt of the written instruction / notice
(hard copy or electronic mail thereof) with the endorsement of two (2) Account
Officers of the Bank.

(ii) Except for inquiries and requests for assistance, and instructions in connection
with the management of the deposits, assets or funds under CUSTOMER’s
accounts enrolled under the RCBC CORPORATE Internet Banking Facilities
which are effected by the CUSTOMER through the use of User ID(s) and
Password(s), all communication (including other types of instruction and notices)
to RCBC shall be in writing (either hard copy or electronic mail).

h) RCBC shall be entitled to accept the transactions/instructions/notices, without

investigating or verifying its authenticity through the RCBC CORPORATE Internet
Banking Facilities through the use of the User ID and Password and those which
have been authorized by the CUSTOMER in writing through its duly authorized
representative. RCBC however reserves the right to reject any instruction or notice if
it is of the view that such instruction or notice has not been properly authorized.

i) CUSTOMER may request RCBC in writing or electronic mail to disregard any

instruction but such request may only be honored if RCBC has a reasonable
opportunity to act accordingly.

j) All records maintained by RCBC, in electronic or documentary form, of the

Instructions of the CUSTOMER and such other details (including but not limited to
payments made or received) pursuant to this Agreement shall be deemed to be
conclusive evidence of such Instructions and such other details.

k) A list of accounts to be enrolled as well as the corresponding transaction restrictions

for each enrolled accounts, shall be provided as Annex A (CORPORATE
Enrollment Form) hereto to form an integral part of this Agreement. It may be
updated from time to time by the CUSTOMER upon approval by RCBC.

l) RCBC shall keep confidential all of the CUSTOMER's information and shall not
without the prior written consent of the CUSTOMER:

(i) Use any of the CUSTOMER's Information for any purpose other than (1) for the
performance of its obligations under this Agreement, or (2) in order to give effect
to any instruction of the CUSTOMER, or (3) in order to comply with the order of
any court, government agency or lawful authority in any jurisdiction, or (4) in
order to use electronic systems such as SWIFT Alliance Network and Electronic
Clearing System or any other national or international payment or communication
system (the “payment/communication systems”). With respect to Item No. 4
above, the CUSTOMER hereby gives its consent to disclosures of deposit
information to third parties maintaining and operating the
payment/communication systems for the purpose of carrying out the transaction
of the CUSTOMER. The CUSTOMER also hereby waives its rights under the
laws of the Republic of the Philippines and undertake to indemnify and hold

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 RCBC free and harmless from any liability, losses, claims, actions and damages
in connection with or incident to the disclosure of information that are subject of
its consent.

(ii) Disclose any of the CUSTOMER's Information to any person other than a person
directly employed or engaged by RCBC in the performance of its obligations
under this Agreement.

m) For the purposes of this Agreement, "Information" means all documents, papers,
maps, plans, designs, drawings, diagrams, tables, charts, processes and techniques,
computer programs or data and all research, operations, financing, management or
other documents or any processing, manufacturing, technical or scientific know-how
or other information supplied or made available by the CUSTOMER to RCBC during
the Term of this Agreement.

n) RCBC shall employ reasonable safeguards against the unauthorized disclosure of

confidential and proprietary Information and agrees that it shall protect the
confidential Information of the CUSTOMER in the same manner and to the same
degree that it protects its own confidential and proprietary Information (provided that
such measures are consistent with at least a reasonable degree of care).

3. SECURITY OF TRANSMISSION

a) RCBC represents that it has applied a range of security controls to protect its system
from unauthorized access. Nonetheless, RCBC makes no representations or
warranties as to the security of any information or instruction transmitted through the
electronic medium.

b) RCBC shall not be responsible for any loss of security or information or any loss or
damage suffered or incurred by the CUSTOMER arising from or in connection with
its electronic transmission of instruction or information.

c) RCBC shall only be obliged to act on any electronic instruction received from the
CUSTOMER which is transmitted through the use of the CUSTOMER’s User ID and
Password.

4. RESPONSIBILITIES OF THE CUSTOMER

a) CUSTOMER shall only allow its authorized and properly trained employee(s) to have
access to and use of the RCBC CORPORATE Internet Banking Facilities. In this
regard, the CUSTOMER shall designate at least one (1) Corporate Representative
and furnish RCBC the profile of all their authorized users in writing which shall be
attached hereto as Annex A (CORPORATE Enrollment Form) to constitute an
integral part of this Agreement. The designation may be changed by the
CUSTOMER from time to time upon written or electronic notice to RCBC.

b) CUSTOMER shall be responsible for designating employees authorized to use the

RCBC CORPORATE Internet Banking Facilities to communicate and send
instructions to the Bank. As such, CUSTOMER shall ensure that it takes steps
available to ensure that the authorized user(s) is unable to access the RCBC
CORPORATE Internet Banking Facilities if there are suspicions of its misuse or if
user is no longer an employee of the CUSTOMER.

c) CUSTOMER shall be required to provide the User ID, Log-in Password and/or
Transaction Password from time-to-time in order to log-in to CORPORATE Internet
Banking Facilities and send online instructions to RCBC.

d) CUSTOMER agrees to keep and cause to be kept all RCBC CORPORATE Internet
Banking Property, User ID(s), and Password(s) strictly confidential at all times.
CUSTOMER further agrees to ensure that no RCBC CORPORATE Internet Banking
Property, User ID(s), or Password (s) shall leave its possession or control nor shall

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 the CUSTOMER copy any Property or allow the same to be copied in any manner.
CUSTOMER’s obligation hereunder shall be a continuing one and shall survive any
cancellation or termination of this Agreement.

e) CUSTOMER acknowledges RCBC’s ownership of the copyright and other intellectual

property rights in all the RCBC CORPORATE Internet Banking Property and agrees
that upon the expiry or termination of this Agreement, it shall promptly return all
RCBC CORPORATE Internet Banking Property together with any copies thereof to
RCBC.

f) CUSTOMER shall not interfere with, alter, amend, tamper with or misuse in any
manner whatsoever (the opinion of RCBC being conclusive in this respect) the
RCBC CORPORATE Internet Banking Facilities or any RCBC CORPORATE Internet
Banking Property.

g) CUSTOMER undertakes to verify at the end of each calendar month the correctness
of the transactions made against their enrolled accounts, as indicated in the
Statement of Account covering the relevant month. The CUSTOMER hereby agrees
that if no written objection is received by RCBC on any or all of the transactions
within the period stated in the relevant Statement of Account, the CUSTOMER is
deemed to accept and confirm the correctness of all such transactions in the relevant
month as are shown in the Statement of Account. Such acceptance and confirmation
shall be conclusive evidence as against the CUSTOMER that (1) the transactions or
the reports and statements on said transactions are correct, without need of any
further proof and that (2) RCBC shall be free from all claims in respect thereof.

h) CUSTOMER undertakes to notify RCBC immediately of any failure or delay in the

execution of instructions or defect relating to the RCBC CORPORATE Internet
Banking Facilities. The CUSTOMER or its designated Corporate Representative
shall immediately notify RCBC by telephone (which notification shall be confirmed in
writing) and change all its Password(s), if the CUSTOMER becomes aware that any
User ID(s) or Password(s) have been disclosed to an unauthorized person or if any
person ceases to be authorized by the CUSTOMER in the use of the RCBC
CORPORATE Internet Banking Facilities. RCBC will not be liable for any loss
whatsoever arising from the use of the RCBC CORPORATE Internet Banking
Facilities by such unauthorized person prior to receipt by RCBC of such notification
and confirmation.

i) CUSTOMER agrees that all data relating to the CUSTOMER and the CUSTOMER’s
account(s) may be transmitted to or through and/or stored in any location(s) and
accessed by any authorized personnel of RCBC where, in RCBC’s opinion, such
transmission, storage and/or access is necessary for the provision of the services of
the RCBC CORPORATE Internet Banking Facilities to the CUSTOMER.

j) CUSTOMER agrees to fully and effectively indemnify RCBC from and against all
costs, losses, damages, liabilities or expenses of whatever nature and howsoever
arising suffered or incurred by RCBC whether directly or indirectly arising from any
breach by the CUSTOMER of its obligations hereunder and the CUSTOMER’s
liability hereunder shall be a continuing obligation and shall survive any cancellation
or termination of this Agreement.

k) Where RCBC renders assistance to the CUSTOMER for the proper operation and
use of the RCBC CORPORATE Internet Facilities and/or to correct errors or failure in
the RCBC CORPORATE Internet Banking Facilities and/or any Property, all costs
and expenses relating to such assistance or the correction and rectification of all
such errors or failures which are attributable to the CUSTOMER shall be for the
CUSTOMER’s account.

l) RCBC is entitled to change the type or versions or specifications of any hardware or

equipment that the CUSTOMER may be required to use in connection with the
RCBC CORPORATE Internet Banking Facilities or require the CUSTOMER to
upgrade the relevant software or web browser, and in the event any such

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 requirements are not met by the CUSTOMER, RCBC may refuse to act on any
Instruction sent by the CUSTOMER and terminate this Agreement forthwith.

m) CUSTOMER shall ensure that all transaction and instructions are sent to RCBC
within the cut-off time and the information given is complete and sufficiently clear.
RCBC shall not be liable for any delay if the transaction or instruction is received
beyond cutoff, or the information provided is incomplete or unclear.

5. CHARGES AND PAYMENT

CUSTOMER shall pay RCBC its fees and charges for the use of the RCBC
CORPORATE Internet Banking Facilities in the amount/s as specified in Annex B and
on such date/s as shall be advised to the CUSTOMER by RCBC. RCBC shall be entitled
to vary such fees and charges upon thirty (30) days prior written notice to the
CUSTOMER.

6. ASSIGNMENT

CUSTOMER shall not assign or transfer all or any part of its rights, benefits or
obligations under this Agreement without the prior written consent of RCBC.

7. REPRESENTATION AND WARRANTY OF THE CUSTOMER

CUSTOMER represents and warrants that it is authorized and lawfully permitted to

execute, deliver and perform this Agreement.

8. LIMITATION OF LIABILITY

a) RCBC shall not be liable to the CUSTOMER for any suspension and/or unavailability
of the RCBC CORPORATE Internet Banking Facilities and/or for any damages or
losses suffered or costs incurred by the CUSTOMER due whether wholly or partially
to any cause beyond RCBC’s control including (but not limited to) force majeure,
systems failure, or any equipment, system or transmission link malfunction or failure,
or due to the CUSTOMER’s interference or tampering with, or alteration or misuse
of, or amendment to, the RCBC CORPORATE Internet Banking Facilities or any
RCBC CORPORATE Internet Banking Property.

b) While RCBC has endeavored to put in measures to secure its RCBC CORPORATE
Internet Banking Facilities, RCBC shall not be liable for any loss or damage caused
by any third parties, including internet browser providers (such as Microsoft Internet
Explorer, Mozilla, Safari, Google Chrome), internet service providers, their agents
and sub-contractors, or by any computer or system virus interference or other
harmful components that may interfere with the CUSTOMER’s use of the RCBC
CORPORATE Internet Banking Facilities.

c) RCBC shall not be liable to the CUSTOMER (whether in contract, tort or otherwise)
for any indirect or consequential loss or damage (including, without limitation, loss of
profits or contracts whether foreseeable or not) arising out of or in any way relating to
this Agreement and/or the operation and use of the RCBC CORPORATE Internet
Banking Facilities and any service or assistance rendered by RCBC in relation
thereto.

d) RCBC shall not have any liability in relation to any conditions, warranties or
representations (express or implied, pre-contractual or otherwise) other than those
expressly set out in this Agreement.

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 e) The aggregate liability of RCBC to the CUSTOMER hereunder or
otherwise in respect of the use of the RCBC CORPORATE Internet
Banking Facilities whether arising in contract, tort or otherwise
however, is limited solely to monetary damages actually incurred by
the CUSTOMER, provided that such liability shall be limited to the
excess amount, where the amount of funds which has been
transferred from the CUSTOMER’s account exceeds the amount
specified in an instruction transmitted to RCBC.

9. TERMINATION

Either party may terminate this Agreement on thirty (30) days prior written
notice to the other provided that either party shall be entitled to terminate
this Agreement immediately by giving written notice to the other in the
event of a breach of this Agreement by such other party, or upon the
commencement of winding up, bankruptcy or insolvency proceedings
against such other party. RCBC may, at its sole option, terminate this
Agreement immediately upon closure of the CUSTOMER’s accounts with
RCBC.

10. GENERAL

(a) This Agreement contains the terms and conditions under which RCBC
offers to the CUSTOMER the use of the RCBC CORPORATE Internet
Banking Facilities and shall be valid and binding on the CUSTOMER
and RCBC.

(b) This Agreement is additional to and not in substitution for, any other
mandate relating to the conduct of the CUSTOMER’s accounts with
RCBC.

(c) This Agreement hereby supersedes all prior Agreements between

RCBC and the CUSTOMER (if any) relating to the subject matter
hereof.

(d) Nothing in this Agreement shall be deemed to constitute a partnership,

agency, or employment relationship between the CUSTOMER and
RCBC. Neither the CUSTOMER nor RCBC shall have any authority to
bind or to contract in the name of the other, or any of their respective
affiliates, in any way.

(e) Any provision of this Agreement that is found to be invalid or

unenforceable shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect. The paragraph
and section headings are included for convenience only and are not to
be used to construe or interpret this Agreement.

(f) This Agreement is governed by and shall be construed in accordance

with the laws of the Republic of the Philippines. Any legal action
arising from this Agreement shall be filed exclusively at the proper
courts of Makati City and the parties irrevocably submit to the
exclusive jurisdiction of said courts.

(g) No delay or omission by any party in the exercise of any power or right
shall impair any such power or right or shall operate as a waiver
thereof nor shall any single or partial exercise of any such power or
right preclude other or further exercise thereof or the exercise of any
other power or right. All rights, powers and remedies of a party under
the Agreement shall be deemed cumulative, concurrent and non-
exclusive with each other and with any and all other rights, powers
 and remedies now or hereafter available to the party under Philippine
laws, other contracts or equity.

No modification or waiver of any provision of the Agreement and no

consent to any departure by the party wherefrom shall in any event be
effective unless the same shall be in writing and signed by both
Parties.

(h) CUSTOMER hereby acknowledges having read and clearly

understood the terms and conditions of this Agreement and the
corresponding risks that entail in availing itself of electronic banking
services.

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 (i) Where RCBC’s opinion is conclusive with regard to any matter set out in this
Agreement, RCBC shall exercise its opinion reasonably.

IN WITNESS WHEREOF, the parties have caused this instrument to be executed and
signed by them and/or by their duly authorized representatives this __ day of
_____________ 20___ at _____________________, Philippines.

ROBOCASH FINANCE CORP.

“CUSTOMER”
By:

RONNEL MAPAYE
OIC-General Manager

RIZAL COMMERCIAL BANKING CORPORATION

“RCBC”
By:

___________________________ ___________________________

Signed in the presence of:

___________________________ ____________________________
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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

PROVINCE OF ____________ ) S.S.
CITY OF _____________________)

BEFORE ME, a duly authorized notary public for and in the above-named
jurisdiction, personally appeared on this ________ day of ___________, 20__, the following,
who are personally known to me and/or identified through competent evidence of identity
and with community tax certificate/s, to wit

Name
CTC No. Date/Place Competent Issued on/at
Issued Evidence of and/or Valid
Identity (Type of until
I.D./I.D. No.)

known to me and to me known to be the same persons who executed the foregoing
instrument, and who acknowledged before me that their respective signatures on the
instrument were voluntarily affixed by them for the purposes stated therein, and who
declared to me that the said instrument is their free and voluntary act and deed and that of
the corporation/entity represented, and are duly authorized to sign, if acting in a
representative capacity.

I further certify that this instrument refers to a RCBC CORPORATE Internet Banking
Service Agreement, consisting of _____ (__) pages, including this page wherein the
acknowledgment is written and has been signed by the herein parties and their witnesses.

IN WITNESS WHEREOF, I hereunto set my hand and affix my notarial seal on the
date and at the place above written.

Doc. No. Notary Public

Page No.
Book No.
Series of 20___.

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 ANNEX B

SCHEDULE OF BANK FEES AND CHARGES

Transaction Fee / Charge Type Amount

Fund Transfer – Foreign Commission USD 11.00
via SWIFT Foreign Bank Fee USD 5.00
Remit in Full USD 25.00
Cable PHP 600.00
Fund Transfer – Domestic Commission USD 11.00
via PDDTS Bank Fee USD 5.00
Fund Transfer – Domestic Commission PHP 200.00
via RTGS Philpass Fee if remittance
amount:
1.00 – 100.00 PHP 5.00
101.00 – 500,000.00 PHP 10.00
500,001.00 – 1,000,000.00 Actual remittance amount * 0.00001
1,00,001.00 – 39,999,999.99 (round to the nearest peso)

40,000,000.00 & above PHP 400.00

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