Escrow service agreement

Tridge Pay is defined as a digital escrow service where the Company will act as a trusted third party to collect, hold, and disburse collected the Fund upon conditions agreed by both the Buyer and Seller under their Escrow Contract. These Terms apply to the Seller and Buyer involved in any Escrow Transaction in connection with the Service provided by Tridge Pay. The Parties engage Tridge Pay to act as an escrow agent pursuant to these Terms and further agree to the entirety of the Tridge Pay Terms of Service.

Tridge Pay is only available for lawful merchandise under the Harmonized Commodity Description and Coding System (“HS”) by the World Customs Organization. The Company, at its sole discretion, may decline or prohibit any products for underlying Transactions.

You authorize us to receive, hold, and disburse the Fund according to Instructions provided directly through the Platform under the Escrow Account provided by Tridge Pay. Based on your authorization, we are permitted to:

The Company reserves the right to suspend, reject, or terminate a Transaction if we reasonably believe that such a Transaction is unauthorized, fraudulent, suspicious, unlawful, in violation of the Terms, subject to dispute, or otherwise unexplained.

You acknowledge and agree that:

To use Tridge Pay, you must create an Account by providing complete and accurate registration information. As you are registering on behalf of a business, you must be duly authorized to enter into this User Agreement on behalf of the business, the business entity you represent must be duly incorporated and authorized to engage in the Transaction, and the Transaction must be lawful and not involve any illegal items or purposes. The Company may, at our reasonable discretion, reject your Account and refuse to provide the Services.

The Company may require you to provide information to verify your identity prior to activating your Account and giving you full access to the Service. This information may include, without limitation, your identification certificate such as a passport or other government-issued identification document, business registration certificate, a valid bank account, or other financial, business, or personal information. Requests to you may also be made to keep your information up to date. You acknowledge and agree that you will provide the requested documents within a reasonable timeframe and cooperate in any inquiries requested by us during the verification process, if any. You must update all Account information promptly upon any change.

The username and password that you select will be used to access the Platform, and you may be issued credentials to authorize certain Transactions within the Service. Your password and credentials are unique to your use of Tridge Pay, and you are responsible for maintaining the secrecy and security of your username, password, and credentials ("Credentials") and for any Transaction and activity that occurs under your Credentials.

You agree that your Credentials are a valid electronic signature.

You shall not share your Credentials with any third party, and you acknowledge and agree that sharing your Credentials may cause irreparable harm to us. You shall indemnify us against any loss or damages suffered by us in connection with such sharing. In the case of unauthorized use of your Credentials, you must change your password and Credentials and contact us immediately.

If you have violated any term of this User Agreement, any dispute exists involving your Account or Transaction conducted in connection with your Account, it is necessary to protect the security of our system, it is required by law or court order, or it is requested by a law enforcement agency or governmental entity, your Account may be subject to certain restrictions which may affect your ability to make or receive payments or withdraw the Funds from the Escrow Account without liability to the Company.

You acknowledge and agree that any records created and maintained by the Company of instructions by you or any person purporting to be you, acting on your behalf, or purportedly acting on your behalf with or without your consent, shall be binding on you for all purposes and shall be conclusive evidence of such instructions.

When the Company approves your application for the Account, the Company will issue you an electronic account (each such authorized representative a "User") and full access to the Platform will be granted only upon the completion of the KYC review.

To be eligible to enter into a valid Escrow Transaction, Users must pass the Company’s KYC process. To conduct the KYC, the following will be required:

Escrow Proposal & Contract

Escrow Cancellation

Amendment

Deposit of the Fund

Release of the Fund

Refund Process

The Company may vary Service Fees depending on the nature of Transactions and associated risks. The Service Fees applicable on Tridge Pay will be presented to Users on the pricing page during the onboarding stage or detail page of each Transaction.

Once paid, the Service Fees are nonrefundable.

The Company holds the right to revise the Service Fees at any time at its own discretion. However, you shall be notified in writing at least thirty (30) days in advance before the revisions become applicable to you. In case you do not agree to the revision in Service Fees, you can exercise the right to terminate the Account.

The Company has the right to deduct any and all amounts you owe to the Company under the Terms from the Balance in Your Escrow Account.

Some of our fees may be subject to applicable taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added sales, use, or withholding taxes assessable by any jurisdiction (collectively “taxes”), and unless expressly noted, our fees are exclusive of applicable taxes.

You acknowledge that we may make certain reports to tax authorities regarding Transactions that we process.

The Parties shall attempt in good faith to resolve any Dispute in accordance with this Clause.

A Party that claims that a Dispute has arisen shall give written notice to other Party and to the Company, stating the matters in dispute and designating a person as its representative to negotiate the Dispute (“Dispute Notice”). Such representatives of respective Parties shall attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within twenty (20) Business Days of receipt by a Party of Dispute Notice. Where the Parties reach an agreement within the prescribed period, evidence of such agreement, including but not limited to a duly executed settlement agreement, shall be promptly provided to the Company. The Company shall then release the Fund in the Escrow Account according to such agreement within a reasonable time and the Dispute shall be deemed fully and finally resolved. Notwithstanding, where under such agreement the Company is instructed to release the Fund to third party, the Company may reasonably request and the Parties shall promptly provide all documentation and information required under applicable anti- money laundering and counter-terrorist financing laws and regulation, including but not limited to Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615, Laws of Hong Kong), to the satisfaction of the Company. Even if such instruction has been made to the Company by the Parties, the release of the Fund to a third party shall be only available after the KYC review of the third party has passed the Company’s standard.

If the Parties are unable to resolve the Dispute within the prescribed period above or either Party expresses in writing termination of negotiation prior to the expiry of such period, then subject to Clause [8.4] below either Party and/or the Company shall be entitled to have such Dispute referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when a Notice of Arbitration is submitted and subject to the provisions of the Arbitration Ordinance (Cap. 609, Laws of Hong Kong) (“Ordinance”) or any statutory modification thereof in force at the time of the reference to arbitration and such reference shall be deemed to be a submission to arbitration within the meaning of the Ordinance. Arbitration commenced under this Clause shall be subject to the following terms:

In case of a Dispute, the Company shall withhold the release of the entire Fund in the Escrow Account until and unless the Dispute is fully and finally resolved. The Company shall release the Escrow Fund or any part thereof from the Escrow Account on receipt of either (i) a final and unappealable award or final and unappealable judgment of any competent court, tribunal or arbitration panel; or (ii) where the Dispute has been fully and finally resolved through pre-arbitral negotiation in accordance with Clause [8.2] above or other methods of dispute resolution, written instructions agreed and signed by both Buyer and Seller. The Company shall not have any obligation or duty to act as an arbitrator or mediator between the two Parties.

Any charges incurred in releasing the Escrow Fund or any part there of shall be for the account of the receiving party.

By virtue of this Agreement, the Company and User may disclose to each other information that is proprietary and confidential ("Confidential Information"). Confidential Information means all non-public proprietary or confidential information relating to the disclosing party’s business or business of any of its subsidiaries in tangible or intangible form, whether or not marked or designated as “confidential”, including but not limited to:

A Party’s Confidential Information shall not include information that:

Each Party shall not disclose the other Party’s Confidential Information to any third party other than as set forth in this Section for a period of two (2) years from the date of the disclosing party’s disclosure of Confidential Information to the receiving party. However, the Company may disclose User’s Confidential Information to its employees, officers, clients, agents, or professional advisers who are required to protect Confidential Information in a manner no less protective than required under this Agreement, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law.

Pursuant to the Electronic Transactions Ordinance (ETO) in 2000, each Party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement, if any, are intended to authenticate this writing and to have the same force and effect as manual signatures. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by the Party with the intent to sign such record, including facsimile or email electronic signatures. Without limiting the generality of the foregoing, delivery of an executed counterpart’s signature page of this Agreement by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement.

The Company will communicate with you by e-mail or by posting notifications on the Platform. For contractual purposes, you consent to receive communications from the Company electronically, and you agree that all agreements, notifications, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing unless applicable laws specifically require a different form of communication.

All logos related to Tridge Pay are either trademarks or registered trademarks of Tridge Pay or Tridge Pay's licensors. You may not copy, imitate, modify, or use them without Tridge Pay's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Tridge Pay. You may not copy, imitate, modify, or use them without Tridge Pay's prior written consent. All right, title, and interest in and to the Tridge Pay websites, applications on mobile phone, any content thereon, the Tridge Pay services, the technology related to Tridge Pay services, and any and all technology and content created or derived from any of the foregoing is the exclusive property of Tridge Pay and its licensors.

The Company is responsible for ensuring the security of Personal Data in its possession. The Company will maintain administrative, technical, and physical safeguards that are commercially reasonable to protect the data stored on its servers from unauthorized access, accidental loss, modification, or major breach.

You must understand that no security system is impenetrable, and the Company cannot ensure that there will never be an incident where unauthorized parties defeat the Company's security measures or misuse any Data in the Company's possession.

User provides Personal Data to the Company with the knowledge that any security measures offered by the Company might not be appropriate or sufficient for User’s business. User agrees that it is User’s sole responsibility to evaluate the security requirements of User’s business and implement security procedures and controls appropriate to mitigate their exposure to security incidents.

The Company reserves the right to take any action, including suspending User Account, to protect you, the Buyers, or others, or to preserve the integrity and security of Tridge Pay Services or Data. You waive your right to make a claim against the Company for losses you sustain as a result of any such actions that the Company may take to prevent such harm.

The Company, at its sole discretion, may amend, revise, or restate these Terms without your consent or notification to you.

Pursuant to the Electronic Transactions Ordinance (ETO) in 2000, each Party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement, if any, are intended to authenticate this writing and to have the same force and effect as manual signatures. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by the Party with the intent to sign such record, including facsimile or email electronic signatures. Without limiting the generality of the foregoing, delivery of an executed counterpart’s signature page of this Agreement by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement.

The Company will communicate with you by e-mail or by posting notifications on the Platform. For contractual purposes, you consent to receive communications from the Company electronically, and you agree that all agreements, notifications, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing unless applicable laws specifically require a different form of communication.

You may only use the Services for legitimate Transactions with your Buyer(s) or Seller(s).

The Company and its affiliates shall not be liable, directly or indirectly, for any (i) damages, losses or expenses arising out of or in connection with the Escrow Agreement, Escrow Account, Escrow Transaction, or the Services provided by the Company, other than damages, losses or expenses which have been finally adjudicated by a final non- appealable judgment of a court of competence jurisdiction to have directly resulted from the Company’s gross negligence or willful misconduct, (ii) special, indirect or consequential damages or losses of any kind whatsoever (including without limitation lost profits), even if the Company has been advised of the possibility of such losses or damages and regardless of the form of action, or (iii) in any event, any amount in excess of the value of Fund.

The Company shall not be liable for and or deemed as a guarantor for Buyer or Seller in relation to reliability and quality of the goods or products and the risks entailed in the logistics process. The Seller and Buyer hereby agree and confirm that they are solely responsible for the nature and quality of the products or Services they provide and for delivery support, refunds, returns, and any other ancillary services they provide to the Buyers.

The Company can resign from the service with given notice to its users. When such resignation happens, the Company may discharge its duties under these Terms by depositing all Escrow Funds with a court of competent jurisdiction.

The Company is not liable for any matter relating to a dispute between the Seller and Buyer in respect to an agreement between the Seller and the Buyer. Each Buyer and Seller consent to these limitations of liability.

If an alternate Escrow agent is so designated by the Counterparties, the Company shall be discharged from its duties under the Terms by delivering all Escrow Funds to such person or entity. Upon payment of the Escrow Funds pursuant to these Terms, the Company shall be fully released from all liability and obligations with respect to the Escrow Funds and the Escrow Transaction.

To the maximum extent permitted by any applicable law, the Company makes no warranty of any kind, whether express, implied, statutory, or otherwise, regarding any matter and specifically disclaims all implied warranties including, without limitation, any implied warranty of merchantability, fitness for a particular use or purpose, accuracy of informational content, systems integration, non-interference with enjoyment, non- infringement of third-party rights, and results to be derived from the use of or integration with Tridge Pay.

The Company does not make any warranty that Tridge Pay will be error-free or uninterrupted. Tridge Pay may be subject to limitations, delays, and other issues inherent in the use of the internet and the type of technology that the Company may use.

While the Company shall make the best efforts to immediately release the Funds when due to you as the Seller, there may be delays in the Funds reaching your account due to (a) dependency on intermediaries, (b) compliance reasons, (c) Force Majeure, or (d) technical breakdown.

Whether or not the Transaction(s) contemplated hereby are consummated, Buyer and Seller shall, at their expense, jointly and severally agree to defend, indemnify and hold the Company, its respective directors, shareholders, employees and assigns of the Company harmless from, against and in respect of any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including but not limited to reasonable legal fees and expenses of attorneys) incurred by the Company in any way arising out of or in connection with:

The Company shall not be liable for:

In the event of any conflict of interpretation and language between these Terms and any translation, English version shall prevail.

These Terms shall be governed by, construed under, and enforced in accordance with the laws of Hong Kong, without regard to any conflict of law provisions.

Any dispute, controversy, or claim arising out of or in connection with Terms or the breach, termination or validity thereof shall be referred to and finally resolved by arbitration administered by HKIAC under the HKIAC Administered Arbitration Rules in force when a Notice of Arbitration is submitted and subject to the provisions of Ordinance or any statutory modification thereof in force at the time of the reference to arbitration and such reference shall be deemed to be a submission to arbitration within the meaning of the Ordinance. Arbitration commenced under this Clause shall be subject to the following:

Any decision or award made by an arbitrator in accordance with Terms shall be final and binding on the parties to such arbitration, and the parties to such arbitration expressly waive their rights to appeal any such decision or award.

The Company will offer its Service to Users from all countries except High-Risk Jurisdictions unless otherwise specified in accordance with relevant laws and regulations. Below is the list of High-Risk Jurisdictions subject to a Call for Action adopted by the FATF:

The Company also reserves the right to prohibit or restrict access to the Service at its own discretion.

If the Company is at any time prevented, hindered, or delayed in or from performing this Agreement by force majeure, the Company may serve an oral (by way of press release, public announcement, or other similar communications) or written notice to the Licensee to terminate this Agreement immediately or suspend this Agreement. The notice shall specify the time and date the termination or suspension shall take immediate effect. In the case of suspension, the suspension shall continue for as long as the event of force majeure continues.

For the purpose of this section, “force majeure” means: