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merchants register First step: Please confirm the merchants agreement                   Payment Processing Agreement WHEREAS, Ccard conducts payment processing Internet billing for its merchant clients in the Internet content industry.WHEREAS, Guangzhou Icarus Network Technologies Co., Ltd., has created Easecard payment mechanism for the people of mainland China to access affiliated pay content. It desires to be licensed such ability to offer Easecard Billing for Ccard's said merchants. Whereas, the Parties wish to establish system integration, via this integration, the Easecard customer may use EaseCard as the payment mechanism to deposit funds into his or her Ccard account.For a period of one year (12 months), this Agreement, is made and enters into agreement on this day.After the agreement expires, it may be renewed automatically for one year if there is no disagreement from the above two parties, and both wish to continue. The renewal times are not limited.NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and intending to be legally bound thereby, the parties agree as follows: Section 1: Definitions 1.1 In this Agreement, unless the context otherwise requires (a) "Content" means the product and non-tangible good and/or goods supplied by the Merchant websites whom are affiliated and work with Ccard . (b) "Merchant" means the party whose website offers content to paid subscribers and is currently in and has already entered a payment processing agreement with Ccard. (c) "Customer" shall refer to a person in the mainland People's Republic of China, who has purchased a certain denomination of EaseCard value. This person who has then used the purchased EaseCard to access content available from Merchants. (d) "EaseCard" is the name and shall refer to the prepaid card issued by Guangzhou Icarus Network Technologies Co., Ltd., and purchased by the consumer in the mainland PRC to be used to purchase and access content provided by affiliated Merchants. (e) "Transactions" shall mean the process of which a Customer deposits funds into his or her Ccard account and using EaseCard as the payment mechanism. (f)"Notice" shall mean and shall be in written form and sent via certified mail or another form of verifiable delivery. Section 2: Transactions 2.1 Ccard shall provide the means for Payment Instructions to be given to any Customer who desires to deposits funds into Ccard account and make payments to the merchant for the content provided by the Merchant. The Merchant, if they wish, may also provide Payment Instructions to the Customer, but are under no obligation to do so. 2.2 Ccard shall observe all security measures whether or not prescribed by Guangzhou Icarus Network Technologies Co., Ltd. in respect of the acceptance of any EaseCard transaction which will be processed by Guangzhou Icarus Network Technologies Co., Ltd.. 2.3 Ccard shall seek authorization from Guangzhou Icarus Network Technologies Co., Ltd. for each and every EaseCard transaction. 2.4 Upon verification and withdrawal of payment from the Customer by Guangzhou Icarus Network Technologies Co., Ltd., a notice of payment authentication must be sent to Ccard by Guangzhou Icarus Network Technologies Co., Ltd. 2.5 Ccard must make sure the customer's Ccard account is deposited upon verification of payment by Guangzhou Icarus Network Technologies Co., Ltd. 2.6 All EaseCard transactions shall be in Chinese Renminbi. 2.7 Ccard shall offer RMB quotation for the Customers who wish to use EaseCard upon selecting to purchase Content. Section 3: Systems and Maintenance 3.1 Both Guangzhou Icarus Network Technologies Co., Ltd., and Ccard acknowledge that the setting up, maintenance, upgrading, security and the integrity of each of their own company's computer systems, and any other matters related thereto, shall be borne by themselves. 3.2 Notwithstanding the clause above (clause 3.1), Ccard and its agents shall keep all systems and media containing any information or data (whether physical or electronic) relating to the Customers, their accounts, and transactions in a secure manner, in order to prevent access by or disclosure to anyone other than Ccard's authorized personnel and/or Guangzhou Icarus Network Technologies Co., Ltd.. 3.3 In the case of a severed connection in the network and/or down time in the system of Ccard pertaining to a matter not within the control of Guangzhou Icarus Network Technologies Co., Ltd., Guangzhou Icarus Network Technologies Co., Ltd. shall not be deemed responsible or held liable for such occurrences. 3.4 Similarly to 3.3, in the case of a severed connection in the network and/or down time in the system of Guangzhou Icarus Network Technologies Co., Ltd., pertaining to a matter not within the control of Ccard , then Ccard shall not be deemed responsible or held liable for such occurrences. 3.5 Ccard , upon gaining approval by the respective Merchant(s), will provide Guangzhou Icarus Network Technologies Co., Ltd. with a list of affiliated Merchant websites. In order that Guangzhou Icarus Network Technologies Co., Ltd. will be able to inform the EaseCard Customers the list the Merchants who accept EaseCard. Section 4: Website Requirements 4.1 Ccard, hereby grants to Guangzhou Icarus Network Technologies Co., Ltd. a non-exclusive, non-transferable right and license to use Ccard's name as well as the Merchant's, upon gaining their permission, and such of the Merchants trade names, trademarks, and service marks (collectively, "Name"). Such use is being limited to usage on online websites and in advertising for and publicity about the Merchant. Guangzhou Icarus Network Technologies Co., Ltd. hereby grants to Ccard a non-exclusive, non-transferable right and license to use Easecard trade name in advertising and publicity. Section 5: Payment 5.1 Ccard shall submit all EaseCard Transactions effected by Customers with the Merchant to Guangzhou Icarus Network Technologies Co., Ltd. for settlement. The funds owed to Ccard will be converted into US dollars and wired monthly. The exchange rate used will be chosen according to the quoted exchange rate announced by the People's Bank of China on that day. 5.2 If Ccard does not raise any objection to the amount of the payment by Guangzhou Icarus Network Technologies Co., Ltd. within fourteen (14) days after the date Guangzhou Icarus Network Technologies Co., Ltd. transfers funds to Ccard , Ccard shall be deemed to have accepted such amount as correct and shall not be entitled to object to it thereafter provided that nothing in this clause shall preclude Guangzhou Icarus Network Technologies Co., Ltd. from correcting any error or discrepancy in such amounts. 5.3 Guangzhou Icarus Network Technologies Co., Ltd. will charge a fee of 35% of each transaction. Section 6: Refunds and Rebates 6.1 In the occurrence that a Customer requests a refund because the Merchant has failed to deliver the merchandise to the Customer, Ccard shall be obligated to return their fees to the Customer unless Merchant and Ccard can provide documentation demonstrating that the merchandise purchased was received. Where doubt exists in a dispute between Customer and the Merchant or Ccard , Guangzhou Icarus Network Technologies co., Ltd. shall arbitrate the dispute and render judgement, which shall be final. Section 7: Production and Inspection of Records 7.1 Ccard and Guangzhou Icarus Network Technologies Co., Ltd. shall furnish upon request from time to time, the original copy or photocopies or printouts of the Transactions, all statements, bills or invoices, sales or other records pertaining to EaseCard Transactions. These parties shall retain all such Payment and Transaction copies for the period of at least eighteen (18) months from the relevant EaseCard Transaction date. Section 8: Force Majeure and Termination 8.1 Either party shall not be liable hereunder for failure to perform any of the obligations herein where such failure to perform occurs by reason of any act of God, national emergency, mechanical or electrical breakdown, telephone or telecommunications or utility failure, civil commotion or disorder, request or recommendation of any governmental agency of action governmental authority or either party's compliance therewith, or governmental regulation or any other cause beyond either party's reasonable control, whether similar or dissimilar to such causes. But the expenses and transactions incurred before shall be settled. 8.2 If the content offered by the merchant violates the laws set forth by the People's Republic of China, Guangzhou Icarus Network Technologies Co., Ltd. is entitled to terminate Easecard payment processing service partially or entirely. Ccard is liable to offer assistance for Easecard service termination. Section 9: Waiver and Cumulative Rights/Remedies No delay or omission by either party in exercising any of its rights or remedies under this Agreement or otherwise available to it, shall impair such right or remedy or constitute a waiver thereof, nor shall any single or partial exercise of such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The parties' rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies which the parties would otherwise have available to them. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. Section 10: Amendment 10.1 This agreement supersedes and cancels all previous agreements, warranties and undertakings whether oral or written, expressed or implied, given or made by or between the parties, and constitutes the entire agreement between the parties in respect of the matters set out herein, and no other terms and conditions shall be included or implied. All amendments for this agreement shall first be approved by Guangzhou Icarus Network Technologies Co, Ltd. and CCard , and shall be signed in written form. Section 11: Severability Each of the clauses of this Agreement is severable and distinct from one another. If any one or more of the clauses of this Agreement or any part thereof is or becomes invalid, illegal or unenforceable, then the validity, legality, or enforceability of the remaining clauses of this Agreement shall not thereby be affected or impaired in any way. Section 12: Confidentiality Ccard and Guangzhou Icarus Network Technologies, both on their own behalf as well as on behalf of each of their officers, shall remain confidential and not disclose any information relating to any other party. None shall disclose any documents or relevant information, directly or indirectly, unless it has obtained written consent form said party, and or parties, or is under legal compulsion to do so. Section13: Governing Law This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China. All parties must not be against the related stipulations of the governing laws and ordinances set forth by the appropriate governing agencies. All parties must ensure their legality and be able to show proof. If a Party's service and/or product is in breach of the law, then they are to be held solely responsible. Ccard warrants that it and its authorized agents(s) have read, understood and agreed to be bound by all of the terms, conditions and disclosures indicated and set forth in this Agreement. Ccard understands and agrees that by its submissions of EaseCard transactions to Guangzhou Icarus Network Technologies Co., Ltd. for processing, Ccard is deemed to be agreeing to all of the terms and conditions contained herein. Ccard further represents and warrants that it has full right, power and authority to enter into this Agreement and to bind Ccard to the terms and conditions hereof and to the performance of this Agreement in accordance with its terms. The contract is in duplicate copies, Guangzhou Icarus Network Technologies Co., Ltd. holds one copy, Ccard holds one copy, both copies are of the same effectiveness. The two parties shall consult for the affairs not mentioned hereof, and supplementary agreement, which owns the same legal effect as well as this agreement, may be signed by the two parties. Section 14: Disputed Settlement If there is any dispute occurring within the contract expiry, Guangzhou Icarus Network Technologies Co., and Ccard shall seek for solution through friendly, equal and mutual-benefit consultation. If consultation does not work, the dispute may be arbitrated in China. Downloading Protocol

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