1.1 Definitions

“CASHU Customer”: Person who holds a CASHU account (“CASHU Customer Account”) and using it or wishes to use it to make payments online on various sites, platforms and applications through CASHU as a payment option.

“CASHU Merchant Services”: International real time electronic payment and collection service through which a Merchant can accept and receive payments from CASHU Customers.

“Merchant Account”: The Merchant account with CASHU in which Merchant funds are maintained on behalf of the Merchant

1.2 Making payments for purchases

Upon submission by the CASHU Customer of his/her payment information and the purchase amount through the website of a Merchant, CASHU will undertake an online verification of the CASHU Customer’s payment information, including his account number and the account balance and will advise the Merchant of the validity or otherwise of the submission. If the balance of CASHU Customer is sufficient for the requested purchase, CASHU will transfer the purchase amount less any applicable fees and charges from the CASHU Customer’s account to the CASHU Merchant Account.

Following CASHU advising a Merchant that the submitted CASHU Customer’s account information is verified, any subsequent purchase of goods or services by CASHU Customer from the Merchant shall constitute a contract between CASHU Customer and the Merchant and the terms of such contract are entirely a matter for CASHU Customer and the Merchant. CASHU shall have no involvement in such contract nor shall CASHU be liable in any way under the terms thereof or in any way arising from it.

Once CASHU has advised a Merchant that submitted CASHU Customer payment information is validated, CASHU has no means of subsequently withdrawing such validation.

1.3 Modification of CASHU Merchant Services

CASHU reserves the right to change the operating methods, the technical specifications, the system and other functions, as well as the right to update other mentioned enclosures to the Agreement, including changing the fees associated therewith. Such updates and changes shall be effective thirty (30) days after notice thereof has been received by the Merchant.

In the event of CASHU making material modifications, which would change the basic conditions of the Agreement and cause the Merchant unreasonable cost increases, the Merchant shall be entitled to terminate the Agreement as per the date the material change is to enter into force, by notifying CASHU in writing no later than fourteen (14) days in advance.

1.4 CASHU Tariffs

The fee for using CASHU Merchant Services is based on the value of each transaction processed by CASHU on behalf of the Merchant.

CASHU fee is a percentage of the transaction value. The fee will be debited from the Merchant account at the time of transaction.

CASHU fee can be amended from time to time.

CASHU has the right to refuse any Merchant or web site access to CASHU Merchant Services without stating any reason therefore.

Merchants shall only offer products and services for sale that are available for delivery in the normal course of the Merchant’s business and that the Merchant has legal right to market and sell such products or services in all applicable jurisdictions.

CASHU does not give access to CASHU Merchant Services to Merchants who provide pornography, sexual services, gambling or convey or supply information which is racist or defamatory; attempt to instigate rebellions; or which aim to instigate people to break the law. A list of CASHU prohibited businesses is shown below. By signing this agreement Merchant commits to adhering to CASHU's allowed businesses and not to present any of the following services:

- Adult goods and services
- Alcoholic beverages
- Body parts
- Child pornography
- Illegally selling Copyrighted media, Copyrighted software
- Trading with copyright unlocking devices
- Counterfeit and unauthorized goods
- Drugs and drug paraphernalia
- Endangered species
- Gambling services (including online gambling), gambling
- Transactions or sports gambling prognostication, gambling chips, or gambling credits, betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at race
- Government IDs or documents
- Hacking, cracking, identity theft materials
- Hazardous materials, combustibles, corrosives
- Illegal goods
- Live animals
- Miracle and spirituals cures
- Money making schemes
- Offensive goods, crime
- Pre-adult content - pictures, videos, etc.
- Prescription drugs or pharmacies, controlled substances, unapproved drugs.
- Pyrotechnic devices
- Tobacco and cigarettes
- Firearms, ammunition, weapons, Explosives
- Escort services
- Product or services invoking or supporting hatred, discrimination, violence or terrorism, Websites who convey or supply information which is racist or defamatory; attempt to instigate rebellions; or which aim to instigate people to break the law
- Counterfeit goods, goods infringing on third party intellectual property rights
- Military items or defense articles
- Matrix, Single Level, Multi-Level "MLMs", or similar Products
- VPN/Proxy services
- Bulk email software or mailing lists
- HGH, anabolic alternatives, and/or body building supplements
- Dietary supplements that are not
- Marijuana dispensaries and related businesses
- Counterfeit products
- Drug paraphernalia or substances designed to mimic illegal drugs
- Illegal products or services or activities
- Any product or service that infringes upon the copyright, trademark, or trade secrets of any third party
- Any product, service or activity that is deceptive, unfair, predatory, or prohibited by one or more countries or legal jurisdictions
- Any product, service or activity that might harm CASHU reputation in any way
- This list is not exhaustive and finite and CASHU may at any time include other prohibited activities into this list or change the list

3.1 Acceptance of payment through CASHU Merchant Services

The Merchant shall accept payment for products and services through CASHU Merchant Services at the same price, or at a lower price, as other payment solutions that are offered to CASHU Customers. The Merchant shall also in all other respects treat payments through CASHU Merchant Services in the same way as payments through other payment solutions. This shall apply for all products and services provided by the Merchant.

3.2 Obligation to fully perform agreements with CASHU Customers

The Merchant undertakes to deliver products and services paid through CASHU Merchant Services in accordance with the separate agreement between the Merchant and CASHU Customer. CASHU is not a party to such agreements, and the Merchant shall vis-à-vis CASHU Customer clearly state that the Merchant is the contracting party and thus responsible for any non delivery, delayed or incorrect delivery of products and services, and that any complaints shall be addressed to the Merchant.

3.3 Obligation to follow CASHU’s instructions

The Merchant shall adhere to the from time to time applicable enclosures to the Agreement, and shall, if necessary, within thirty days from being notified update all necessary technology and software according to CASHU’s instructions and the Merchant shall be responsible to use CASHU documentation properly in order to implement sufficient integration with CASHU, in addition The Merchant shall furthermore comply with applicable laws and fair trade practices, e.g. concerning marketing and consumer relationships, and shall ensure that CASHU’s reputation is not damaged.

3.4 Obligation to perform security measures

3.4.1 The Merchant shall be responsible to perform the following security measures:

(i) The Merchant shall implement the best practice of security measures as per advised by CASHU official integration documentation, including but not limited to CASHU's integration guides and any other instruction provided by CASHU.

(ii) The Merchant shall implement the best practice of security measures as per advised by CASHU's technical support team or relevant CASHU representatives, communicated over any feasible mediums, including CASHU official emails, newsletters, direct communication, phone calls.

3.4.2 The Merchant hereby acknowledge that CASHU is responsible only on supporting the Merchant throughout the integration phase(s), nevertheless CASHU shall not be responsible in any way due t the Merchants lack of performing proper security measures, unless otherwise stated explicitly under the provisions of this Agreement.

3.5 Exposure and marketing of CASHU

The Merchant shall ensure that well noticeable information about CASHU is given on the Merchant’s website, and that CASHU is accepted for payment of all products and services offered for sale. The Merchant shall also expose links and icons related to CASHU on the Merchant’s web site in accordance with CASHU’s instructions. This means, inter alia, that the Merchant, on its web site, shall provide a link to CASHU’s web site (relating to CASHU Merchant Services).

3. 6 Right to information about the Merchant

The Merchant undertakes to provide on CASHU’s request, information about its financial standing, its ownership structure, the identity of its board members and other information that must be considered material for CASHU’s business. CASHU also has the right, on its own or through a third party, to conduct its own investigations about the Merchant.

In its capacity as a financial institution, CASHU shall have the right to request any documents to help establish the identity and good legal standing of the Merchant’s organization and ensure that all globally accepted measures are taken to establish a working relationship that is compliant with the UN’s FATF directives, OFAC, AML laws and CTF regulations. The list of these documents:

- Certificate of Incorporation or Trade License.
- Company owners’ IDs (Photo ID, can be passport copy or National ID)
- Notarized power of attorney specifying the authorized signatory on behalf of the company
- Memorandum and Articles of Association
- Certificate of commencement of business (where available)
- Proof of address (If not specified on the company trade license)
- Registration Certificate (where available)
- In the case of Partnership firm, a copy of the partnership agreement

Merchant failure to provide these documents will render this Agreement to be void and null.

Notes:

- Some legal documents may fulfill one or more requirement (For example, some trade licenses may include the company incorporation date, the authorized signatory as well as the company address.

- Provided documents must be in Arabic or English, must be legit and issued by authorized bodies, and must be stamped.

5.1 The Merchant shall comply with all applicable laws and regulations related to Anti Money Laundering, and to prevent deal with people engaged in money laundering, cyber-fraud, fraud and other financial crimes including terrorist financing,

5.2 The Merchant shall fully comply with CASHU policies and procedures, related to detect, prevent and report suspicious activity.

5.3 The Merchant shall comply with any regulatory requirements and global sanctions,

5.4 CASHU may request that the Merchant to provide it with documentation to help prove their identity or for business verification purposes.

5.5 The Merchant acknowledged that failing to provide the requested documentation may result in CASHU Merchant Account being suspended or frozen until the documents are provided.

5.6 CASHU has the right and may as required report suspicious transactions to financial intelligence units, or other legal or financial authorities in the Merchant's respective territory.

6.1 Functionality

CASHU is responsible for maintaining CASHU Merchant Services, with the security and the functionality that follow from this Agreement and from CASHU’s internal guidelines. CASHU shall, furthermore, provide such material that the Merchant needs to implement CASHU Merchant Services.

6.2 Payment Guarantee

CASHU guarantees that the funds deposited to a CASHU Customer account are valid as payment for products and services. CASHU shall keep funds emanating from a CASHU Customer’s payment for products and services separated from other CASHU funds on behalf of the Merchant. Such funds are, after a deduction of the applicable transaction fee, immediately separated in connection with a transaction, and are noted in CASHU’s central database as a claim of the Merchant against CASHU. The Merchant is not entitled to any interest on funds separated on behalf of the Merchant.

6.3 Payment Review

CASHU may review payments that are considered high-risk from time to time. This may be for the reason that CASHU has reasonable suspicion that the payment instrument used or the CASHU Customer account being used is related to suspicious or unlawful activity. If a payment becomes subject to such review, CASHU shall process such payment on behalf of the Merchant and advise the Merchant to delay the delivery of goods or services purchased until the review is completed. Funds under payment review shall be held in the Merchant's account under escrow to be held for whatever period deemed reasonable by CASHU and such payment shall be deemed illegal or invalid. The Merchant is duly advised and the payment is reversed without any obligation on the Merchant to deliver any goods or services in lieu of such declined transaction. All payments processed after the payment review may still be subject to reversal or chargeback claims as described in articles 7.2 and 15.10 of this Agreement.

7.1 Payment

Funds separated by CASHU on behalf of the Merchant shall be available to the Merchant for immediate transfer after deducting the following

(i) CASHU fees according to paragraph 1.4 in this Agreement

(ii) Other claims CASHU Customers may have against the Merchant or in the case of payment review as defined in article 6.3 of this agreement,

(iii) Requirements to hold funds for a certain period of time in escrow

(iv) Any accrued transfer fees caused by failure in previous transfers resulting from the Merchant bank

7.2 Reversal of transactions

Refunds and disputed transactions are always to be resolved between CASHU Customer and the Merchant. CASHU will never act as an arbitrary between CASHU Customer and the Merchant and will never refund any CASHU Customer unless a court orders CASHU to do so or if CASHU Customers claims related disputed transactions against Merchant are verified to be valid.

Refunds, Chargebacks and disputed transactions can only be refunded to CASHU Customer to the CASHU Customer account from which the original transaction was debited.

7.3 Inactive Accounts Confiscation of Funds

CASHU may close any Inactive Account upon the lapse of 24 months from the day a last transaction has been made, all such monies confiscated from such accounts shall become the sole property of CASHU and CASHU shall not be obligated to reimburse any of the liquidated monies back to any of the Inactive Accounts; nor shall CASHU be liable to any losses the Inactive Accounts may incur due to such process.

7.4 Reporting

In connection with Payments being made to the Merchant, CASHU shall report the total value of the transactions that have been made for the Merchant. The report shall also state the fees which have been paid to CASHU.

8.1 General

CASHU owns all intellectual property rights in relation to CASHU Merchant Services. The Merchant is not entitled, without CASHU’s written consent, to use trademarks, product names or logotypes related to CASHU Merchant Services for any other purpose than to inform of the fact that the Merchant accepts CASHU as a payment solution. Such information shall follow CASHU’s instructions.

8.2 Marketing

CASHU is entitled to refer to the Merchant and its business activities when marketing CASHU Merchant Services and when providing information to CASHU Customers.

8.3 Personal data

The Merchant is not entitled to access personal data that CASHU processes in connection with a CASHU Customer’s use of CASHU Merchant Services.
The Merchant will, as a Personal Data Assistant for CASHU, collect such personal data that CASHU needs in order to administrate CASHU Merchant Services. The Merchant may only process such personal data for this specific purpose and in accordance with CASHU’s instructions. The Merchant shall undertake such technical and organizational measures that are appropriate in order to protect the personal data processed by the Merchant.

The Parties undertake, during the term of this Agreement and thereafter, not to disclose to a third party or to unduly use, on their own behalf or on behalf of a third party, information that a Party has received from the other Party and which relates to the other Party’s activities. A Party shall immediately, upon request by the other Party, return all confidential information relating to the other Party that has been received under this Agreement. The Second Party further undertakes not to disclose nor discuss any confidential information related to CASHU and this agreement to any third party and any media outlet whatsoever and for any reason whatsoever, even if it was due to a dispute between the parties. The Second Party acknowledges that they will be subject to punitive measures for any losses CASHU might suffer due to such unauthorized disclosure. Such punitive measure shall include a minimum of AED one million (1,000,000), or its equivalent at the home address of the Second Party for each attempt and without the need to recourse to legal action nor the need for any court decision on the subject.

Each Party shall be relieved from liability for failure to perform any obligation under the Agreement if the failure to perform is caused by a circumstance which is beyond the control of the Party (force majeure). An event of force majeure is, inter alia, acts or omissions of authorities, new or amended legislation, labor market disputes, disturbances in public transport systems or in telecommunication networks or any other public communication networks, blockades, fires, floods and major accidents. A Party desiring to invoke an event of force majeure shall immediately notify the other Party thereof.

Regardless of what is said above regarding relief from liability, a Party is entitled to immediately terminate the Agreement if the performance of an obligation is delayed for more than three (3) months.

CASHU shall only be responsible towards the Merchant for direct damages incurred by the Merchant due to negligence. Liability for damages, if any, does not include consequential damages or indirect damages such as loss of profit or losses due to non-fulfillment of an agreement with a third party. Nor shall CASHU be responsible for damage caused by CASHU Merchant Services having been blocked vis-à-vis a CASHU Customer on grounds turning out to be incorrect, if CASHU could reasonably assume that the measure was warranted.

12.1 Term of the Agreement

This Agreement may be terminated by either party on one (1) months’ written notice.

12.2 Premature termination

A Party is entitled to immediately terminate the Agreement in writing if the other Party

(a) Commits a material breach of any provision of the Agreement and fails to fully remedy such breach within a reasonable time after having been requested to do so in writing; or if it

(b) Sells material parts of its business, is declared bankrupt, initiates composition proceedings, goes into liquidation or can be assumed to have become insolvent.

CASHU is further entitled to immediately terminate the Agreement, or at its own discretion immediately close down CASHU Merchant Services, if

(a) A payment institution or a public authority so requests;

(b) The Merchant carries on business contrary to applicable law, good market practice or CASHU’s ethical rules;

(c) The Merchant is subject to an abnormal amount of claims with respect to services or goods rendered; or if

(d) It can be assumed that the Merchant has provided incorrect, misleading or incomplete information of material importance to CASHU.

The above-mentioned circumstances shall be considered to be at hand even if CASHU can reasonably assume that there are grounds for termination. In the event CASHU has closed down CASHU Merchant Services, they can be reopened upon written request from the Merchant, provided that the circumstance has been fully rectified. The Merchant shall immediately be informed of a termination of the Agreement and of CASHU Merchant Services being closed down.

12.3 Consequences of termination

12.3.1 Upon termination of the Agreement, the Merchant shall return to CASHU all material and all documents, including copies, concerning CASHU Merchant Services that are in the Merchant's possession. The Merchant shall furthermore remove all links to CASHU’s web site as well as all other information about the Merchant being connected to CASHU Merchant Services or that give the impression that there is any relationship between the Parties.

12.3.2 The Merchant shall not be relieved from its obligation in connection with this Agreement against CASHU Customers and the effect of Clause 12.3.2 shall remain valid for 3 years from the termination date of this Agreement.

Any notice, request and other correspondence pursuant to or in connection with this Agreement shall be in the English language and shall be sent to the other Party by email, registered mail or personal delivery at its address as specified at the beginning of this Agreement.

Any notice, request or other correspondence pursuant to or in connection with this Agreement shall be deemed validly received by the addressee when the addressee confirms receipt of the email, or on the seventh (7th) day after mailing in case of registered mail, or immediately upon delivery in case of personal delivery.

CASHU also has the right to notice the Merchant by posting the information on the Welcome page of the Merchant’s CASHU Merchant Account. Such notice, if sent by email shall be deemed received by the Merchant 24 hours after the time of the posting.

Any Party shall, upon a change of its address, notify the other Party of such change in accordance with the procedures provided for in this section.

14.1 This Agreement shall be construed in accordance with and be governed by the laws of Singapore and the Rules and Regulations as published by CASHU from time to time.

14.2 If any dispute, claim, controversy or difference (including in relation to any tortious or statutory claim) (“Dispute”) arises out of or in connection with or in relation to this Agreement, The Parties irrevocably agree that the courts of Singapore are to have jurisdiction to settle any dispute, which may arise out of or in connection with this Agreement, and the Parties irrevocably submit to the jurisdiction of such courts.

14.3 Notwithstanding the foregoing, CASHU may seek an injunction in any jurisdiction, or take other legal action as regards the Merchant's obligation to pay fees due and payable to CASHU.

14.4 The terms and conditions set forth on CASHU's online merchant registration system might change from time to time and In case of any discrepancy between this terms and conditions and this Agreement; the terms and conditions of CASHU online merchant registration shall prevail.

15.1 Severability

Should any provision of the Agreement or part thereof be or become invalid, this shall not mean that the entire Agreement shall become invalid, but instead a reasonable adjustment of the Agreement shall be made to the extent the invalidity materially affects a Party’s benefits from or performance under the Agreement.

15.2 Release of data

Merchant hereby authorize CASHU to release transaction receipts and any data or other information relating to transaction receipts to any agent of CASHU or any other party as is reasonably necessary for the purpose of fulfilling CASHU’s obligations under this Agreement or for the purpose of fraud or other criminal detection.

15.3 Set off

CASHU shall be entitled to set-off any of Merchant’s liabilities to CASHU (whether present, future, actual or contingent) against any amounts owing to Merchant. CASHU does not have to give prior notice to do this. Merchant are not entitled to set-off any liabilities of CASHU under this Agreement (whether present, future, actual or contingent) against any funds due to CASHU under this Agreement.

15.4 Trademarks

Merchant hereby grant CASHU a non-exclusive, royalty-free license to use, display and reproduce Merchant trademarks, or service marks and logos (“Merchant’s Trademarks”) solely for the purpose of listing it on CASHU’s website in the effort of promoting Merchant services. The Trademarks shall be used in accordance with policies as provided by Merchant from time to time.

CASHU is the proprietor and beneficial owner of all rights of the trademark CASHU and the websites www.cashu.com and www.cashucard.com.

15.5 Assignment

The Merchant hereby grants CASHU the right to at any time transfer all or any part of its rights, benefits, obligations or liabilities (whether express or assumed) under this Agreement to any of its affiliates without requiring Merchant’s further specific agreement. CASHU shall endeavor to provide notice to the Merchant of any transfer. Merchant may not at any time, without the prior written consent of CASHU, transfer all or any part of its rights, benefits, obligations or liabilities (whether express or assumed) under this Agreement without the prior written consent of CASHU. .

15.6 The Parties’ independence

The Parties are not entitled to represent or bind the other Party vis-à-vis third parties.

15.7 Waiver

Any failure by a Party to exercise its rights under this Agreement or to notify a certain circumstance pertaining to the Agreement shall not be deemed or construed to constitute consent or a waiver in that respect.

15.8 Loyalty and duty to inform

The Parties shall act loyally towards one another and shall immediately inform the other Party of any circumstances affecting the Parties’ co-operation and commitments under the Agreement, including changes in a Party’s business. Each Party shall participate in such meetings, requested by the other Party, which are necessary for the fulfilment of the Parties’ commitments under the Agreement.

15.9 Fraud investigation

Should any case arises where funds are suspected to be from a fraudulent or illegitimate source even after the initial validation of the transaction, CASHU shall endeavor to make a notification as soon as possible in order to decline provision of goods or services against any payment from these sources. In case that the Merchant CASHU account received payment from a source that is suspicious or unlawful, CASHU reserves the right to freeze such funds until their source is investigated and in such instances, may request the Merchant cooperation to provide transaction logs and records related to accounts being investigated. Failing to comply with such requests is considered a breach of these contractual terms and may result in freezing accounts and suspension of your CASHU Merchant Services. Moreover, all funds related to these illegitimate or fraudulent sources shall be held by CASHU, and reported to the concerned authorities.

15.10 Entire agreement

15.10.1 This Agreement cancels and replaces any previous agreements between CASHU and Merchant in the same subject matter, including any previous “CASHU merchant services agreement” or “CASHU merchant services agreement for PSPs”

This Agreement does not replace nor cancels any previous agreements signed between CASHU and Merchant in different subject matters including “Vendor Cash Collection agreements” and “CASHU Reseller agreements”.

15.10.2 This Agreement constitutes the entire agreement between the parties on all issues to which the Agreement relates. The contents of this Agreement supersede all previous written or oral commitments and undertakings.

15.10.3 This document executed in 2 (two) languages Arabic and English. In case of discrepancies between the Arabic text and the English text, the English text shall prevail.