Forest Pay User Agreement

1. About Us

1.1 The service provider under this Agreement is referred to as “Forest Pay,” “we,” “us,” or “Company,” which includes the following entity within the Forest Pay Group:

1.2 Forest Pay collaborates with locally licensed payment service providers (hereinafter “Partners”) in various countries and regions to provide payment services globally.

1.3 The Company’s official website is www.forest-pay.com.

1.4 In this Agreement, the following terms have the meanings specified below:

• Agreement: Refers to this Forest Pay User Agreement, its annexes, and any supplemental agreements (if applicable).
• You: Refers to the individual or organization that has registered a Forest Pay account to receive services from Forest Pay and its Partners.
• Business Day: Refers to the banking business days in the countries or regions involved in the service process of Forest Pay and its Partners.
• Funds: Refers to the funds we receive from you or your Payer during the provision of services.
• Payer: Refers to the party to whom you sell products or through whom you sell products, from whom we receive funds on your behalf.
• Privacy Policy: Refers to the privacy policy we implement when collecting, using, retaining, disclosing, and protecting the personal information you provide to us.
• Buy Currency: Refers to the currency you wish to purchase through the currency exchange services of our service providers.
• Sell Currency: Refers to the currency you wish to sell through the currency exchange services of our service providers.
• Services: Refers to the services provided by us and our Partners under this Agreement, including currency exchange services, payment services, collection services, virtual cards, and acquiring services.
• Partners: Refers to any third-party service providers used in providing services to you, including but not limited to banks, payment service providers, clearing networks, and other third parties providing payment processing services (hereinafter “Partners”).
• Customer Bank Account: Refers to your domestic or international bank account designated in your Forest Pay account for receiving settled funds through the services of Forest Pay, its Partners, and third-party institutions.
• Forest Pay Account: Refers to the unique Forest Pay account created for you, used for registering and accessing services provided by Forest Pay, its Partners, and their affiliated institutions, including your basic information, account details, transaction records, and other related information.
• Forest Pay Collection Account: Refers to a virtual bank account (virtual account) applied for by Forest Pay and its Partners, or their affiliated institutions, on your behalf for specific collection purposes. This account is solely for completing the services described in this Agreement, and its existence depends on the continuation of the services under this Agreement.
• Fees/Charges: Refers to the fees you pay for using the services of Forest Pay and its Partners.

2. Your Forest Pay Account

2.1 Using Forest Pay’s services requires you to register a Forest Pay account. The rights associated with your Forest Pay account are subject to the restrictions of this Agreement and Forest Pay’s Privacy Policy. You must cooperate with Forest Pay and its Partners by providing any documents, information, or other arrangements reasonably required to meet compliance obligations, such as agreeing to provide true, accurate, and complete information during account registration. You may access your Forest Pay account information in accordance with the personal data rights provided by relevant data protection regulations.

2.2 Opening a Forest Pay account requires meeting the following conditions:

• You confirm that, before starting the registration process to use Forest Pay and its Partners’ services, you possess the legal capacity required by the laws of your country/region to engage in the relevant activities.
• You may only use Forest Pay for specific related activities. When using your Forest Pay account, you must do so in the course of conducting your own business and not register a Forest Pay account on our website to conduct business on behalf of any third party.
• If you register for Forest Pay services on behalf of a business or commercial organization, you warrant that you have obtained legal authorization under the organization’s governing documents and/or the laws of your country to agree to and accept this Agreement, and you are obligated to provide all supporting documentation. We reserve the right to refuse to provide services to you for any reason at any time.
• Forest Pay strictly prohibits you from falsely claiming or misrepresenting any connection with any individual or organization when using Forest Pay and its Partners’ services. Violation of this section’s terms will be considered a material breach of this Agreement, and we reserve the right to terminate this Agreement without any compensation.

2.3 Except for our limited responsibilities in facilitating certain services under this Agreement, we do not participate in any underlying transactions between you and buyers, e-commerce platforms, service trade platforms, suppliers, payers, or approved recipients. You authorize us to hold, receive, and disburse funds in accordance with your payment or collection instructions. Within this limited scope, we are neither a trustee nor a buyer or seller of your products or services, nor a party to any underlying contract. We may use the services of one or more group companies and/or Partners to provide services and process corresponding transactions. However, if we deem it necessary and appropriate, we may require you to provide information and documents related to such transactions. You must provide all transaction-related information and documents we reasonably request within 3 business days from the date of our request.

2.4 To use Forest Pay’s services, you must pass the “Know Your Customer” (also known as “KYC” or “CDD”) and full approval processes of Forest Pay and its Partners during registration. We reserve the right to request information including, but not limited to, your identity information, business information, and information about the business registering the Forest Pay account, as well as the ultimate beneficial owner or ultimate controller of the business. You agree that Forest Pay and its Partners may take necessary measures to verify the information you provide, including using third-party intermediaries or databases to verify your identity and business information. Before or during the use of Forest Pay and its Partners’ services, we may require additional relevant information and documents, including but not limited to documents verifying your personal information, business information, or the identity, address, or ownership of the business’s ultimate beneficial owner or controller. You agree to provide the information and documents required by Forest Pay and its Partners to comply with their obligations within 3 business days. Failure to provide such requested information and documents may result in our refusal to provide Forest Pay and its Partners’ services.

2.5 Under no circumstances do we provide or are deemed to provide any tax, legal advice, approvals, or recommendations related to payments, their amounts, or timing, or regarding your relationship with recipients, or your tax, legal, or business status or situation.

2.6 We may provide you with a summary of your Forest Pay account activities through your Forest Pay account.

• Information regarding incoming payments, fees, and exchange rates will be displayed in your Forest Pay account’s online transaction records. Forest Pay will ask you to confirm this information. If you discover any errors, please review all transaction information and immediately notify Forest Pay to request corrections. If you fail to notify Forest Pay within 3 months from the date the transaction becomes available for review, Forest Pay and its Partners will assume you accept all transaction information listed in your Forest Pay account.
• Unless required by applicable law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other information related to your Forest Pay account and your use of Forest Pay and its Partners’ services, and (b) reconciling all payment and collection activities from your Forest Pay account to ensure they are authorized. Unless otherwise required by applicable law, upon termination of this Agreement, Forest Pay and its Partners have no obligation to store, retain, report, or otherwise provide any copies of records, documents, or other information related to your Forest Pay account or transactions submitted through Forest Pay and its Partners’ services.

2.7 We will process transactions we believe are legitimate and authorized. You acknowledge and accept that, based on Forest Pay and its Partners’ compliance with anti-money laundering, counter-terrorism financing, sanctions, and other legal requirements from local jurisdictions or those of our Partners, or based on Forest Pay and its Partners’ internal risk management decisions, Forest Pay reserves the right to refuse payments, restrict payments, or suspend your Forest Pay account at any time without explanation. You are aware that transactions conducted under this Agreement may be subject to disclosure requirements by financial intelligence agencies worldwide. You may access all disclosed information related to you within the limits permitted by applicable law, provided such access does not undermine the purposes of anti-money laundering, counter-terrorism financing, or sanctions. You may not initiate claims, lawsuits, or professional penalties against us for reporting information to relevant financial intelligence agencies or judicial authorities based on reasonable suspicions.

2.8 Restricted Use. You agree that when using Forest Pay and its Partners’ services, you will not:

• Violate this Agreement, the Privacy Policy, or any other applicable agreements;
• Violate any applicable laws or regulations in the country/region where you manufacture, purchase, store, sell your products, or provide services;
• Engage in illegal business or activities;
• Infringe or misappropriate the intellectual property, publicity, or privacy rights of Forest Pay, its Partners, or any third party;
• Sell counterfeit goods that infringe on third-party intellectual property;
• Provide false, inaccurate, or misleading information;
• Refuse to cooperate with investigations or confirmations of your identity or any information you provide to us;
• Send or receive funds that Forest Pay and its Partners reasonably believe may be related to money laundering, terrorist financing, or other illegal activities.

If Forest Pay and its Partners believe you may have engaged in any of the above restricted activities, we reserve the right, at our sole discretion, to suspend or terminate your Forest Pay account or refuse to provide any services to you in the future. You shall indemnify us for all losses incurred as a result.

2.9 Court Orders or Regulatory Actions. If Forest Pay and its Partners receive a court order, regulatory directive, or similar legal or governmental notice that may affect your Forest Pay account, we may temporarily or permanently withhold or freeze all or part of the funds in your Forest Pay account, or even release them to a third party, as required. Forest Pay and its Partners will determine, at our sole discretion, the actions we need to take. Unless otherwise required by a court order, applicable law, regulatory requirement, or other legal process, we will notify you of the actions taken within the limits permitted by applicable law. Forest Pay and its Partners have no obligation to contest or appeal any court orders or legal processes involving you or your Forest Pay account.

2.10 Compliance with Sanctions Regimes. You understand that Forest Pay and its Partners comply with all laws, regulations, and regimes related to sanctions, including but not limited to those of Mainland China, Hong Kong SAR, the United States, the United Nations, and other countries, regions, or international organizations (hereinafter “Sanctions Regimes”). Forest Pay and its Partners will not provide services to any individual or entity that (a) is designated as sanctioned, (b) is subject to any sanctions, (c) violates any Sanctions Regime, or (d) violates the internal compliance policies of Forest Pay and its Partners. Therefore, you undertake to strictly comply with Sanctions Regimes and the compliance policies of Forest Pay and its Partners. You will not use Forest Pay and its Partners’ services to engage in any activities that violate Sanctions Regimes, including but not limited to processing funds originating from or destined for sanctioned individuals, countries, organizations, or entities. Otherwise, Forest Pay and its Partners reserve the right to suspend or terminate all or part of the services provided to you without any compensation, and you shall indemnify Forest Pay and its Partners for all losses incurred as a result (if any).

3. Foreign Exchange Transactions

3.1 You acknowledge that Forest Pay and its Partners only buy and sell currencies on your behalf for commercial purposes. You must not use any foreign exchange transactions for investment or speculative purposes, such as attempting to profit from exchange rate fluctuations.

3.2 Upon receiving your transaction instructions, we will specify the amount of the Sell Currency, the amount of the Buy Currency, the applicable exchange rate, and payment costs (if applicable) (collectively, “Commercial Terms”). Once you accept these Commercial Terms in an authorized manner, you will be legally obligated to execute the foreign exchange transaction in accordance with these terms.

3.3 If you inform us that you wish to cancel a foreign exchange transaction, we may, at our sole discretion, decide whether to agree to the cancellation. We may also, at our discretion, treat any threat of legal action or insolvency event you face as a cancellation event for a foreign exchange transaction.

3.4 If you fail to fulfill any of your obligations under this Agreement, we reserve the right to cancel any undelivered foreign exchange transactions without further notice to you and deduct the corresponding amount from any funds we hold on your behalf to cover any actual losses incurred due to the cancellation. If the funds we hold on your behalf are insufficient to cover such losses, you must pay us the difference.

3.5 If you inform us that you wish to modify any Commercial Terms of a foreign exchange transaction, we will only agree to modifications we deem reasonable under the prevailing market conditions.

3.6 Once a foreign exchange transaction is completed and executed, the Buy Currency we hold can only be used for subsequent payments if you have no outstanding debts to us.

4. Payment Services

4.1 You are responsible for ensuring that you provide accurate and complete payment instructions to us before making a payment to a recipient.

4.2 If you provide or confirm incorrect recipient information, we are not liable for any losses you incur as a result. However, we will make reasonable efforts to assist you in recovering the payment, but we are not responsible for any payments that cannot be recovered.

4.3 If you fail to fulfill your obligations under this Agreement (including but not limited to failing to provide accurate and complete payment instructions to a recipient) or there is clear evidence that the payment is illegal, we may refuse your payment instructions.

4.4 If we receive payment instructions before 13:00 (Hong Kong time) on a business day, your payment instructions will be deemed received on that business day. If we receive payment instructions after 13:00 (Hong Kong time) on a business day or on a non-business day, your payment instructions will be deemed received on the next valid business day.

4.5 We will endeavor to ensure all payment transactions are completed within 3 business days after receiving the instructions. If we are unable to complete the transaction within 3 business days of receiving your payment instructions, we will immediately inform you of the reasons and suggest that you cancel the transaction.

4.6 You are responsible for bearing all bank fees incurred in connection with our fund transfers. Fees charged by our issuing bank will be borne by us. The amount you transfer to us will be based on the final amount credited to our designated bank account. We will disburse the full transaction amount, but we are not responsible for fees charged by other banks after disbursement, such as fees charged by the receiving bank for incoming funds.

4.7 You agree that, to fulfill our compliance obligations, we may include your full name, account number, and any other information required for compliance purposes in the payment information sent to the recipient.

4.8 In some cases, payment intermediaries (e.g., correspondent banks) may be involved in cross-border payments, and they or the receiving bank may deduct fees. We will take reasonable measures to avoid such fees or otherwise ensure you are notified of such fees before making the payment. However, if we are unable to avoid or anticipate such fees, you agree to be responsible for them. We are not liable for any direct or indirect losses arising from fees charged by payment intermediaries, correspondent banks, receiving banks, or any third parties.

4.9 If you wish to recall a payment after the allowable time for canceling or modifying payment instructions has passed, we will take all reasonable measures to assist you in recalling the funds. However, we are not responsible if the recall is unsuccessful or cannot be executed.

4.10 If funds have been deposited into your designated bank account, we can typically only recall the funds with the consent of the account holder. We will take all reasonable measures to assist you in recalling the funds, but we are not responsible if the recall is unsuccessful or cannot be executed.

5. Collection Services

5.1 Collection Services Content

Our collection services include the following:

• Forest Pay and its Partners receive funds on your behalf from approved Payers for products you sell to or through the Payer. Forest Pay and its Partners act as your limited collection agent to receive payments, collaborating with affiliates or service providers to subsequently transfer these funds to your designated bank account.
• Forest Pay and its Partners provide market information and updates, including information about global foreign exchange markets, for use in your business operations.
• Forest Pay and its Partners act solely as a limited collection agent (as described below) to receive funds from Payers on your behalf (the recipient). Forest Pay and its Partners are not your fiduciary, trustee, or third-party escrow agent.

5.2 Appointment of Forest Pay and Partners as Limited Collection Agent

• You hereby appoint Forest Pay and its Partners as your limited collection agent, solely for the purpose of receiving funds from Payers and disbursing those funds to your designated bank account. The designated account holder must be you or an individual or entity with whom you have a commercial transaction.
• You agree that payments made by a Payer to Forest Pay and its Partners are equivalent to payments made directly to you, thereby discharging the Payer’s payment obligations to you once Forest Pay and its Partners receive the corresponding funds.
• You agree that we may provide your information to a Payer upon their request when necessary. Where applicable, you agree that we may take all necessary measures to verify any information related to the service codes you use for Forest Pay and its Partners’ services.
• You understand that Forest Pay and its Partners’ obligation to make payments to you is contingent upon successfully receiving the relevant funds from the Payer. Forest Pay and its Partners will only make payments to your designated bank account up to the amount of funds received from the Payer.
• If Forest Pay and its Partners fail to disburse any funds received from a Payer to you, you have recourse only against Forest Pay and its Partners, not the Payer.

5.3 Forest Pay Collection Account

• Forest Pay will provide you with a Forest Pay Collection Account upon your request, which you may provide to relevant Payers as the account for receiving your funds. You must not allow Payers to deduct funds from this account in any way, and if a Payer or any third party deducts funds from this account based on your instructions, you are liable to Forest Pay and its Partners.
• Please note that the Forest Pay Collection Account we provide is a virtual account.
• Forest Pay holds legal and beneficial ownership of the bank account associated with the Forest Pay Collection Account, and you acknowledge that you have no rights to this bank account. You must not represent to your Payers or any other person that this bank account belongs to you.
• Once you provide Forest Pay with all the information required to open a Forest Pay account, you will receive one or more Forest Pay service codes and may instruct Payers to make payments to Forest Pay and its Partners on your behalf.
• Your Forest Pay Collection Account is unique to you, and you are responsible for ensuring the security of this information. You must take all reasonable measures to secure the login credentials for Forest Pay and its Partners’ accounts. If you discover unauthorized access or use of your Forest Pay and its Partners’ account username and password, you must immediately notify us. If you allow others to use your Forest Pay and its Partners’ account, we will treat such use as authorized by you, and you are responsible for all transactions and fees resulting from such use.
• You will be able to view information about your funds, fees, and any promotional activities in your Forest Pay account. We recommend that you regularly review this information and contact Forest Pay as soon as possible if you observe any anomalies or issues.

5.4 Forest Pay Settlement Services

• Forest Pay’s settlement services allow you to receive funds paid by Payers in your designated currency to your designated bank account. By registering with Forest Pay and using Forest Pay and its Partners’ settlement services to receive funds from Payers, you represent that settling funds through Forest Pay’s settlement services does not violate any agreements between you and the relevant Payer.
• You may only use Forest Pay’s settlement services to receive funds from Payers approved by Forest Pay and its Partners. You agree not to provide Forest Pay and its Partners’ collection account to any individual or entity other than approved Payers, and you agree not to allow any other individual or entity to make payments to Forest Pay and its Partners on your behalf. Forest Pay and its Partners have sole discretion to approve a Payer and decide whether to receive funds from that Payer. Funds sent by unapproved Payers will be rejected. You are responsible for any costs and fees associated with rejected payments (if applicable).
• You agree not to communicate directly with any bank supporting Forest Pay and its Partners’ settlement services. Any direct contact with a bank or service provider regarding Forest Pay’s settlement services may result in the immediate termination of your Forest Pay settlement services.
• Forest Pay’s settlement services only accept funds transferred by approved Payers via credit transfer. Forest Pay and its Partners do not accept cash or funds received via credit card, money order, or check. All funds must be in currencies supported by Forest Pay and its Partners’ settlement services.
• Forest Pay and its Partners reserve the right to refuse to pay out some or all funds at any time for any reason, including but not limited to compliance with applicable anti-money laundering and counter-terrorism financing requirements and measures. When Forest Pay and its Partners refuse a payment, they are not obligated to disclose the reason for the refusal.
• The time required for funds to reach Forest Pay and its Partners is beyond their control. If Forest Pay and its Partners do not receive funds within 5 business days, you may request that we conduct an internal investigation on your behalf.
• Forest Pay and its Partners will make commercially reasonable efforts to inform you of funds received on your behalf, but they cannot guarantee the accuracy, completeness, or timeliness of such information. Once funds are received, Forest Pay and its Partners, in collaboration with service providers, will settle such funds to your designated bank account.
• The amount of funds received in your designated bank account equals the amount received from the Payer minus any applicable fees. The receiving bank may also charge fees for receiving or holding funds on your behalf. Any such fees charged by the receiving bank are unrelated to Forest Pay and its Partners.
• If Forest Pay and its Partners or a service provider have reasonable grounds to believe that withholding your funds is necessary to (i) protect Forest Pay, its Partners, or the service provider, (ii) prevent illegal activities or fraud, or (iii) for security or investigation purposes, Forest Pay and its Partners may withhold your funds.
• You must ensure that the information about your designated bank account in your Forest Pay account is correct and accurate at all times. Forest Pay and its Partners are not responsible for funds paid to an incorrect designated bank account due to incorrect payment information provided by you.
• If Forest Pay and its Partners receive inaccurate bank account information resulting in the bank rejecting the funds, you may be required to pay a fee, which we will deduct from funds we collect on your behalf in the future.
• If Forest Pay and its Partners receive inaccurate bank account information resulting in funds being erroneously transferred to an account that does not belong to you, we will take reasonable measures to assist you in tracking and, where reasonably possible, recovering such payments, but we are not responsible for any payments that cannot be recovered.
• Forest Pay and its Partners may, at their sole discretion, confirm to a Payer that you have received funds. You hereby authorize Forest Pay to provide such confirmation to any Payer making such a request.
• Any issues or disputes related to a Payer and its policies should be resolved directly between you and the relevant Payer. Any such issues or disputes are unrelated to Forest Pay and its Partners.

6. Compliance Review

6.1 We are required to conduct due diligence on payment and collection transactions. You may be required to provide all necessary information related to the transaction upon our request, such as:

• Relevant orders, contracts, or similar documents proving the need to make a payment to a recipient or receive a payment from a Payer;
• Details of the recipient or Payer;
• Any documents we need to verify this information.

6.2 You are obligated to cooperate with us to confirm the authenticity and legality of payment and collection transactions. If there is clear evidence that a payment or collection transaction is non-compliant, we may refuse the payment or collection without any liability, and you will bear all related costs for returning the Buy Currency (if applicable), including any exchange costs and/or losses incurred due to the return currency not being supported by your designated bank account.

7. Funds Security

7.1 Funds transferred to us are beneficially owned by us until settled to your designated bank account. For the purpose of providing services, these funds will be held in our name in relevant bank accounts, and you agree that these funds may be pooled with funds from other customers.

7.2 We do not pay interest on funds paid to us or collected on your behalf, including balances held in your Forest Pay account, and we may retain any accrued interest on funds in the Forest Pay account. Your Forest Pay account does not constitute a bank account or financial instrument, and the funds in your Forest Pay and its Partners’ accounts are not protected by deposit insurance systems in any country or region.

8. Setoff

If you fail to pay any amounts owed to us, we will deduct any outstanding amounts and/or fees from any balance we hold on your behalf before returning the remaining balance to you. If the funds we hold on your behalf are insufficient to cover such amounts owed, you must pay us the difference.

9. Fees

9.1 Forest Pay has disclosed its fee structure through the Forest Pay website, your Forest Pay account, and other means. Please ensure you are aware of and authorize Forest Pay and its Partners to deduct fees for specific transactions from the funds to be paid or received on your behalf before using Forest Pay and its Partners’ services. Forest Pay may, at its sole discretion, change the fees for Forest Pay and its Partners’ services from time to time, and will notify you through website announcements or other means.

9.2 We may offer discounts or promotions from time to time, such as fee waivers or credits. The availability and applicability of any such promotions are at the sole discretion of Forest Pay and its Partners.

9.3 If you have any questions about fees related to Forest Pay and its Partners’ services, please promptly contact Forest Pay’s customer manager.

10. Prohibited Activities

10.1 Unless permitted by the laws of your jurisdiction and any other applicable laws, you must not use the services provided by Forest Pay and its Partners.

10.2 You must not assign your rights to use Forest Pay and its Partners’ services to a third party or otherwise grant any interest in funds related to your use of Forest Pay and its Partners’ services to any third party.

10.3 When using Forest Pay and its Partners’ services, you must not, and you agree not to assist or enable others to:

• Violate or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or this Agreement;
• Use Forest Pay and its Partners’ services for any commercial or other purposes not expressly permitted by this Agreement;
• Provide a Customer Bank Account that does not belong to you or that you are not authorized to use;
• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measures implemented by Forest Pay, its Partners, or any third party providing technical solutions for Forest Pay;
• Take any actions that damage or adversely affect, or could damage or adversely affect, the performance or proper functioning of Forest Pay’s services;
• Attempt to decrypt, decompile, disassemble, or reverse engineer any software used to provide Forest Pay and its Partners’ services;
• Violate or infringe on the rights of others or otherwise cause harm to any person.

11. Information Security

11.1 Forest Pay has implemented commercially reasonable administrative and technical processes to protect your personal information from accidental loss and unauthorized access, use, or disclosure. However, we cannot guarantee that unauthorized third parties will never breach these measures or use such personal information for improper purposes. Therefore, you acknowledge that you provide your personal information at your own risk.

11.2 You agree to allow Forest Pay to share information about you with:

• Our Partners to provide settlement services;
• Our regulatory authorities to fulfill our compliance obligations;
• Third parties if we believe doing so may prevent financial loss or illegal activity;
• Other third parties as may be required by law, including in response to judicial authorities’ orders;
• Other third parties you authorize us to share with.

In this process, Forest Pay may share information about your transactions for the following purposes:

• Regulatory and compliance purposes;
• Providing Forest Pay’s services;
• Preventing financial loss.

11.3 You must comply with our Privacy Policy when using Forest Pay’s services. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and protect the personal information you provide to us. Please familiarize yourself with and understand the Privacy Policy on Forest Pay’s website.

12. Limitation of Liability

12.1 You acknowledge and agree that, to the maximum extent permitted by law, all risks associated with using Forest Pay and its Partners’ services are borne by you. If you allow or authorize another person to use your Forest Pay account in any way, you are responsible for the actions of such person, and we are not responsible for reviewing or determining whether such use was actually permitted or authorized by you.

12.2 Neither Forest Pay nor any third party, including service providers, will be liable for any incidental, special, punitive, or consequential damages, including loss of profits, loss of data, loss of goodwill, service interruptions, computer damage, system unavailability, costs of substitute products or services, or personal or bodily injury or emotional distress arising from the use or inability to use Forest Pay and its Partners’ services, or from any communications, interactions, or other activities conducted through the use of Forest Pay and its Partners’ services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Forest Pay and its Partners were aware of the possibility of such damages, even if the limited remedies described herein fail to achieve their essential purpose.

12.3 For collection services, although Forest Pay is appointed as your agent for the specific purpose of receiving funds from Payers, Forest Pay and its Partners expressly disclaim any liability arising from any actions or inactions by you or the Payer.

12.4 Forest Pay and its Partners hereby disclaim all express or implied warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. Forest Pay and its Partners do not warrant that their services will be error-free or that access will be continuous or uninterrupted. You understand that you assume the risk of downloading or otherwise obtaining content or services from Forest Pay and its Partners’ website.

13. Indemnification

13.1 You agree to release, defend, indemnify, and hold harmless Forest Pay, its Partners, and their respective directors, officers, employees, and agents from any and all claims, liabilities, damages, losses, and expenses.

13.2 You are solely responsible for your products, your product buyers, and Payers interacting with you, and you shall indemnify and hold Forest Pay and its Partners harmless from any claims by such product buyers or Payers against Forest Pay.

14. General Representations and Warranties

14.1 You represent and warrant that:

• When using Forest Pay and its Partners’ services, you strictly comply with our Privacy Policy, this Agreement, and all applicable laws and regulations (including but not limited to local laws or regulations in your country, region, province, state, city, or other governmental area regarding online conduct and acceptable content, as well as all applicable laws regarding the transmission of technical data from your country of residence or origin);
• Your use of Forest Pay and its Partners’ services will not infringe or misappropriate any third party’s intellectual property.

14.2 You represent and warrant that all funds transferred to the bank account designated by us are not associated with any illegal activities or tax disputes, and you will bear any legal consequences arising from your violation of any applicable laws.

14.3 We may be required by government or judicial authorities to withhold funds we hold on your behalf, and we will not be liable for any losses you incur as a result. If your breach of any obligations or representations and warranties in this Agreement results in accusations against us by any government or judicial authorities, or causes us to incur liability or suffer losses, you shall unconditionally indemnify us for all losses.

15. Termination and Suspension

15.1 You may terminate Forest Pay’s services at any time. When you terminate your relationship with Forest Pay, any funds not yet transferred to your bank account will be transferred to your designated bank account before your Forest Pay account is closed.

15.2 We reserve the right to terminate or suspend your use of Forest Pay and its Partners’ services at any time for any reason, with or without notice, including but not limited to the following:

• You materially breach your obligations under this Agreement;
• You provide inaccurate, fraudulent, outdated, or incomplete information to Forest Pay and its Partners;
• You violate applicable laws, regulations, or third-party rights;
• Forest Pay and its Partners have reasonable grounds to believe such action is necessary to protect Forest Pay, its Partners, its service providers, or other third parties, including other customers.

15.3 If your use of Forest Pay and its Partners’ services is terminated or suspended, whether by you or by us, Forest Pay and its Partners reserve the right to deduct any fees owed to Forest Pay and its Partners from any funds collected on your behalf. If the funds we hold on your behalf are insufficient to cover such amounts owed, you must pay us the difference.

15.4 If your Forest Pay account is suspended or terminated, any continued attempts to use Forest Pay’s services will result in your funds being rejected and returned to the platform, and relevant authorities may be notified as needed. You are solely responsible for any fees related to rejected payments.

15.5 All terms that should reasonably survive the termination of this Agreement will continue to do so after termination.

16. Inactive Accounts

16.1 Your Forest Pay account will be deemed inactive if either of the following occurs:

• No transactions have been conducted in your Forest Pay account for a continuous period of 12 calendar months;
• The registered user of the Forest Pay account, or their legal representative or authorized person, has clearly not used Forest Pay’s services in any form.

16.2 Within 3 months before your account becomes inactive, we will send an initial notice to the email address registered with your account, requesting you to take action to keep your account active, informing you of the consequences of your account being deemed inactive, and the consequences of not responding to the initial notice.

16.3 If you do not respond to our initial notice within 3 months and your Forest Pay account balance is zero, we reserve the right to either close your Forest Pay account directly or freeze it and suspend all transactions.

16.4 If you do not provide any explicit response to our initial notice within 3 months and your Forest Pay balance is positive, we will make reasonable efforts to contact you and send a final notice, after which your account will be deemed an “inactive account.” Funds in inactive accounts may incur fees, which we will disclose to you, and we will continue to deduct from your balance until it is depleted, at which point your Forest Pay account may be closed directly.

16.5 If your account has been closed (pursuant to this section) and you have any questions about the remaining funds in your Forest Pay account, or you are the legal representative of an incapacitated or deceased customer, please contact Forest Pay’s customer manager.

17. Governing Law and Jurisdiction

Any controversy, dispute, difference, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, or any non-contractual dispute arising out of or relating to this Agreement, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force at the time the notice of arbitration is submitted. The law applicable to this arbitration clause is Hong Kong law. The seat of arbitration shall be Hong Kong.

18. Important Terms

18.1 Forest Pay and its Partners are not banks and therefore will not pay interest on any funds received or held on your behalf by Forest Pay and its Partners. You acknowledge that funds received or held by Forest Pay and its Partners on your behalf are not insured and are not protected by deposit insurance systems in any country.

18.2 You are responsible for complying with any and all legal, regulatory, normative, and tax obligations applicable to your use of Forest Pay and its Partners’ services.

18.3 Forest Pay and its Partners are not liable for any buyers, Payers, or products you sell through Payers or any other part of your business. Selling counterfeit goods or goods that infringe on others’ intellectual property may result in legal action against you by the holders of such intellectual property.

18.4 This Agreement constitutes the entire understanding and agreement between Forest Pay, its Partners, and you regarding Forest Pay and its Partners’ services, and it supersedes any and all prior oral or written understandings or agreements between Forest Pay, its Partners, and you regarding Forest Pay and its Partners’ services. This Agreement will be updated and amended by Forest Pay through the issuance of revised versions of the Agreement.

18.5 Unless acknowledged and agreed in writing by us, Forest Pay and its Partners’ failure to exercise any right or provision in this Agreement does not constitute a waiver of such right or provision. Except as expressly provided in this Agreement, the exercise by any party of any remedy under this Agreement will not affect other remedies available under this Agreement or permitted by law.

18.6 Without the prior written consent of Forest Pay and its Partners, you may not assign or delegate this Agreement or your rights and obligations under it. Forest Pay and its Partners may, at their sole discretion, assign or delegate this Agreement and any of their rights and obligations under it at any time without restriction.

18.7 For the avoidance of doubt, Forest Pay and its Partners will not provide any advice regarding the advisability of executing foreign exchange transactions, whether or when to conduct specific transactions, or any legal, regulatory, tax, business, financial, or accounting considerations or consequences of a transaction. All transaction decisions are made by you, and we are not liable for any losses (including losses from exchange rate fluctuations before or after a transaction). We may provide market information at your request, but such information is not provided as advice, and you should not draw any conclusions from it. The foreign exchange market is complex and volatile, and we will not be liable for any transaction decisions you make under this Agreement.

18.8 If any provision of this Agreement is deemed invalid or unenforceable by any applicable law, regulation, or norm, such provision may be severed in the relevant country or region without affecting the validity and enforceability of the remaining provisions.

18.9 The terms of this Agreement do not confer, nor are they intended to confer, any rights or remedies on any person other than the parties. Notwithstanding the foregoing, the parties agree that, for the purpose of enforcing payment and collection terms, service providers are third-party beneficiaries of this Agreement, but no consent from service providers is required for any changes or amendments to this Agreement.

18.10 We are continuously updating Forest Pay and its Partners’ services, which means we must periodically amend the legal terms accompanying Forest Pay’s services. Your continued use of Forest Pay and its Partners’ services after such amendments will be governed by the updated Agreement. However, any disputes arising before such changes will be governed by the terms in effect at the time the dispute arose.

18.11 Our obligations under this Agreement are contingent upon our acceptance of you as a customer. We may, at our sole discretion, decide whether to accept you as a customer and reserve the right to refuse to open a Forest Pay account for you without providing specific reasons.

18.12 In exceptional circumstances, including but not limited to significant fluctuations in the foreign exchange market, our business risks may significantly increase. In such cases, we reserve the right to suspend transaction confirmations with you. For transactions we have already confirmed with you before such suspension, we will execute them according to the confirmed terms.

18.13 If we are unable to fulfill our obligations under this Agreement or foreign exchange transactions or provide services due to factors beyond our control, we will notify you as soon as reasonably practicable and make reasonable efforts to refund any funds you have paid. However, we will not be liable for any failure to fulfill our obligations in such circumstances and reserve the right to charge you for any reasonable fees incurred in performing this Agreement.

19. Contact Us

You may contact Forest Pay via email at noreply@forest-pay.com. All communications related to this Agreement and Forest Pay, whether oral or written, may be conducted in Chinese or English. Communications in Chinese are for convenience only, and English is the agreed communication language between you and Forest Pay.