Round One - Crowdfunding Cash Account

I/We, _____________________________________________________________ of legal age, a resident of___________________________________________

________________________________________________________________________________________________________________________________
____________________________________________, (“CLIENT”), hereby agree to you operating a crowdfunding cash account ("Account").

1. Definitions
1.1. Words importing the singular number include all the plural number and vice versa and words denoting the feminine gender only shall also include the masculine
gender and vice versa.
1.2. All references herein to any Act, statute or regulation shall include any statutory modifications or reenactment thereof.
1.3. The headings to the clauses hereof shall not be deemed to be part thereof or be taken into consideration in the interpretation or construction thereof or of the
agreement

“Account” means the Round One Crowdfunding account of the CLIENT maintained with ESDC.

“Authorized Person” Means such persons duly authorized by the CLIENT to give instruction to ESDC with respect to the account.

“Business Day” Means a day on which it conducts its normal business.

“Campaign” Means an Issuer initiated online fundraising event to raise money conducted on Round One as a Crowdfunding Platform.

“CLIENT” refers to registered Issuer and Investor of Round One Crowdfunding Platform.

“Confirmation Receipt” Means the confirmation receipt issued by ESDC specifying the details of the transactions in Securities purchased or sold on behalf of
the CLIENT.

"CF Securities" Means the securities issued by the registered Issuer of Round One as a Crowdfunding platform to be sold and offered to the registered
investors on the Platform.

”Crowdfunding” Means the online platform for fundraising activity as defined under Crowdfunding Rules and Regulation or SEC Memorandum Circular
No. 14, series of 2019.

"ESDC" Means Eastern Securities Development Corporation managing the Round One Crowdfunding platform

“Issuer“ Means a company registered with Round One. The originator, maker, obligor, or creator of the security sold and offered under the
Crowdfunding Intermediary Platform.

“Securities" Shall have the same meaning as defined in the Section 3 of the Securities Regulation Code (SRC) and Sec. 2, j. of Crowdfunding Rules
and Regulations.

2. Creating an ESDC Account

2.4. You shall only have one ESDC Account.All personal data provided to
2.1. After registering and creating your profile on the Round One us will be managed, stored and processed according to our Privacy
Crowdfunding Platform, you may create an ESDC account. This Policies, ('Privacy Policy'). You acknowledge that you have read and
account shall be used by you in transacting on Round One’s approved of the Privacy Policy and consent to our collection, use and
Crowdfunding Platform. consent by accepting these Terms and Conditions.

2.2. In the ESDC Crowdfunding Account Registration process we shall
require you to provide us with correct and complete personal
information, including your name, address, telephone number, date
of birth, email address and any other information that we may
consider necessary. To ensure its completeness and accuracy, you will
be responsible for updating the registration records.
2.5. You warrant that all the information contained in your Account is
complete, true and correct. ESDC is entitled to rely on such
information until ESDC has received written notice from the CLIENT
of any change herein, the CLIENT hereby authorize ESDC to conduct
a credit inquiry or check on his/her financial situation and investment
objectives.

2.3. In addition to such information, at any time and for any reason, we
may request additional information or documents, including
confirmation of your identity, age and/or confirmation of your bank
details or debit, credit, prepaid facilities, such as cards you have
registered with us. You recognize that you will duly supply us with
certain data and/or documents upon our request.
2.6. ESDC Account
You may maintain funds in your Account, and those funds
shall be considered as your balance, minus any money
owed to us. Funds will be deposited in your ESDC account
by transferring funds from certain payment instruments
 we accept (including debit cards, checking and savings
accounts or other types of prepaid payment we authorize,
collateral, etc.).
We make no representation that any of your Payment
Instrument(s) is in good standing or that the issuer of your
Payment Instruments will sanction or allow such transfer
for any transfer from a Payment Instrument to your
Account.
2.7. Use of ESDC Account
You may use your Account on the Round One website to
purchase securities. We may restrict the amount or number
of transactions you may make with your Account for
regulatory purposes. We may ask you to submit additional
identity documents at our absolute discretion before you
make a purchase.
You allow us to reduce the value available in your Account
by the cumulative sum of the transaction and, where
applicable, any costs, including applicable fees and taxes,
each time you use your Account.
You can only make payments using your Account to the
extent that you have sufficient balance to support those
transactions. You are not allowed to make purchases in
excess of your Account balance.
You are liable for all initiated purchases and fees incurred
using your Account. If another person uses your Account,
we will consider this as if you have allowed such use and,
according to the provisions below, you will be liable for any
purchases made and fees incurred by such use.
You must immediately inform us of any unauthorized use
of your Account or any other violation of security with
respect to the Account that you are aware of. For any
allegations for unauthorized use of your Account, you must
disclose any such activities within fifteen (15) days of the
date of the related transaction. If you failed to inform us
within the prescribed time, you hereby waive your right to
seek any further damages or charges against us.
ESDC shall furnish account statements and confirmations
of all executed transactions on the day these are made by
electronic means or sent to the email address appearing in
our records. These shall be binding if no written objection
is made by the next business day. You acknowledge that
the validity of your objection to any such confirmation of
transaction or account statement shall be determined
solely by ESDC.
3. Fees
3.1. We reserve the right to charge fees, including those associated with
the set-up and management of your Account, to cover the related
costs of providing you with Account services.
3.2. Set-Off
ESDC shall be entitled, without notice to the CLIENT, to
set-off any of the CLIENT’s debts against any amount in
the Account or any amount payable to the CLIENT by
ESDC whether the debts are incurred pursuant to the
account or otherwise, are actual or contingent or in the a
currency different from the currency in the account or the
currency of the amount payable to the CLIENT by ESDC.
4. Certificates
The Securities purchased by you, Investor-CLIENT, shall be registered
under your name after your payment and upon the completion of the
campaign of the Issuer-CLIENT where the CLIENT purchased
securities.
The transfer of certificates corresponding to the Securities purchased
by you, Investor-CLIENT, shall be subject to the regular course of an
Issuer's issuance of stock certificates or other certificate of ownership
of securities with the assistance of the Intermediary.
5. Safekeeping
5.1. Securities indicated on the platform’s portfolio and statement of
account features are not held by the ESDC as the Intermediary. The
Platform displays these securities for the benefit of Issuers and
Investors but is not responsible for any discrepancies between
displayed and actual shareholdings if due to a lack of disclosure by
Issuers. ESDC and the Intermediary are not responsible for any loss,
missing, damaged or defective stock certificates issued by Issuers.
5.2. Issuers are aware that registration with the CF Platform requires
disclosure.It is the Issuer’s duty to maintain accurate and up to date
stock book and stock record information. Likewise, it is the Issuer’s
duty to inform the Platform of any changes to its capital structure,
stock inventory or otherwise.
5.3. It is agreed that ESDC has no responsibility for the collection of
coupons, interest or dividends on the Securities acquired by an
Investor. ESDC also accepts no responsibility for the receipt and/or
forwarding of any communications relative to the Securities.
5.4. ESDC shall comply with all laws, writs or juridical or administrative
orders, processes or regulations without the CLIENT's obligation to
confirm or question the legality or constitutionality of such order,
process or regulation. In the case of orders and processes. ESDC shall
be authorized to act on the basis of documents or copies which
purport and which ESDC at its discretion believes to be genuine
without any duty to ascertain their authenticity.
5.5. In all cases where ESDC is of the opinion that it will be subjected to
any claim or demand for taxes, or be required to comply with any law,
process or regulation, it may withhold payment of any sums due to
the CLIENT, if any, until ESDC shall have received an order or a
satisfactory ruling from the administrative authority or from the
courts which would allow the release thereof under circumstances
which, in ESDC's opinion, forecloses the possibility of liability
attaching to ESDC. For this purpose, ESDC may, for the CLIENT's
account, seek the assistance of any lawyer, accountant or other
expert.
5.6. The CLIENT agrees to reimburse ESDC for all expenses, including
attorney's fees, and for all charges and taxes incurred or paid in good
faith by it, or because of the CLIENT's failure to comply with his
obligations hereunder. The CLIENT further holds ESDC harmless from
all claims, demands and liabilities which may be made against ESDC.
All sums due to ESDC shall be payable on the date due without need
of demand.
6. Limitation of Liability
6.1. ESDC shall not be liable to the CLIENT for any partial performance or
non-performance of its obligations hereunder by the reason of any
cause beyond ESDC's control, including but without limitation to any
breakdown or failure of transmission, communication or computer
facilities, industrial action, and the failure of any relevant
correspondent or other agent or principal of ESDC, depository, dealer,
exchange, clearing house or regulatory or self-regulatory organization
for any reason to perform its obligation.
6.2. Except for the willful default or gross negligence by ESDC or its
directors, officers and employees, ESDC shall not be responsible or
liable for any loss or damage that the CLIENT may suffer or incur:
A. due to acts, commissions or failure of ESDC to
execute or perform any transaction which it is
authorized to do under these Conditions or
pursuant to any requests, instructions or orders
from the CLIENT;
B. in respect of any advice or opinion which may
be given to the CLIENT whether in respect of
the Conditions stated herein or otherwise; and
C. any entry or commission or opinion to make
any entry in the CLIENT account which may be
 made or required to be made in connection with
any requests, instructions or orders from the
CLIENT;
D. with respect to or resulting from the purchase or
sale of Securities pursuant to the instructions of
the CLIENT, which do not expressly specify the
purchase or selling price of the Securities and
which give ESDC careful discretion to execute
the same.
7. Indemnities
7.1. The CLIENT shall indemnify and hold harmless ESDC from and
against all actions, claims, liabilities, losses, damages and expenses of
any nature arising out of any action taken or omitted to be taken in
good faith by ESDC pursuant to any such instruction, notice or
request by the CLIENT
7.2. The CLIENT shall authorize ESDC to act in accordance with and rely
upon any instructions or other communication for any purpose which
may from time to time purport to be given by telex or facsimile by
the CLIENT/s including computer generated instructions which do not
bear the CLIENT/s signature/s. With such, the CLIENT shall undertake
to keep ESDC and its directors, officers, employees, agents and
correspondents indemnified against all claims, demands, actions,
proceedings, damages, losses, costs and expenses incurred by ESDC
or them arising out of anything done or omitted pursuant to any
instruction as aforesaid.
7.3. In addition to any lien, right to set-off or other rights which you may
have, you shall be entitled at any time and without notice to me/us to
set-off the indemnity herein given or any such charge, fee or monies
owing to you in respect of the services herein rendered against any of
my/our account whether in the Philippines or elsewhere
notwithstanding that the credit balances on such account and my/our
account whether in the Philippines or elsewhere notwithstanding that
the credit balance on such account and my/our liabilities may not be
expressed in the same currency. I/we hereby authorize you to effect
any necessary conversions of the currency at your prevailing rate of
exchange and I/we hereby waive any rights, claims, actions or
proceedings which I/we may have against you or any losses or
liabilities which I/we may have suffered as a consequence of your
acting in according with this authorization.
8. Disclosure
8.1. ESDC is authorized to disclose such information regarding the CLIENT
concerning the account as ESDC shall be obligated to do so under or
pursuant to any applicable rules or customs of any exchange or
market and/or clearing house and/or the laws governing the
Agreement
8.2. The CLIENT authorizes and consents to the disclosure by ESDC of
any information relating to the CLIENTs account upon demand, order
or request by the Securities and Exchange Commission of the
Philippines, Philippine Stock Exchange or any government authority.
9. Confirmation
ESDC may from time to time require the CLIENT to provide ESDC
with such information or documentary proof in respect of the matters
set out in the Application Form and in respect of the account, and if
so required, the CLIENT shall provide such information and/or
documentary proof as may be required by ESDC.
10. Amendment of Terms
The CLIENT agrees to be bound by any amendments to this
Agreement as may be mutually agreed between the CLIENT and
ESDC from time to time.
11. Effectivity
This Agreement shall take effect immediately, and shall continue to
be in full force and effect unless terminated by either party the terms
hereof shall continue to be valid and binding as to transactions
entered into prior to the termination.
12. Termination
12.1. The Issuer CLIENT can only terminate this Agreement by filing of SEC
Form CF - TR and payment of all monies outstanding and payable or
which will become payable to ESDC in respect of the account or
otherwise.
12.2. Service of notice of termination by the Issuer CLIENT to ESDC shall
be effective only upon actual receipt thereof by ESDC,subject to
provisions of Crowdfunding rules pertaining.ESDC may suspend or
terminate the Investor CLIENT's account at any time without giving
any reason for such termination, provided, prior written notice is
given to the CLIENT three (3) Business Days prior to the intended
date of the termination of the account, unless in instances of grave
misconduct or likelihood of fraud where Suspension is immediate,
The termination of the account shall be effective from the date of
such notice. If the Investor-CLIENT has still balance on his ESDC
Account at the time of the termination, this balance shall be returned
to the nominated bank account of the Investor CLIENT, subject to the
deduction of any fees, expenses, costs and other charges the Investor
CLIENT owes to ESDC, if any.
12.3. Once the account of the Investor CLIENT has been suspended, he
may request to ESDC the withdrawal of his balance in his ESDC
Account, subject to deduction for any fees, expenses, costs and other
charges the Investor CLIENT owes to ESDC.
12.4. Any fees, expenses, costs and other charges of ESDC accrued
incurred to the effective date of termination shall be paid by the
CLIENT.
12.5. This agreement shall insure in favor of ESDC's successors and assign,
and shall remain in effect until a written notice of termination is
issued by ESDC or the CLIENT as provided herein, above.
13. Notices
13.1. Any notice, instructions or other communications under or in
connection with these agreements may be verbal or written unless
otherwise required by these conditions. All verbal notices, instructions
or communications from the CLIENT to ESDC shall be followed by a
confirmation in writing.
13.2. All notices, instructions and other communications shall be addressed
to or left at, in the case of ESDC, the business address of ESDC at the
relevant time, and in the case of the CLIENT, the mailing address as
stated in the Application Form or as notified to ESDC by the CLIENT
from time to time. Such notices shall be delivered by hand, by post,
by telex or electronic means and shall be deemed to have been duly
received on the same day if delivered by hand, by telex or electronic
means, or when in the ordinary course of post it would be received, if
delivered by post or all communications, whether by mail, telegraph,
telephone, messenger or delivery to the CLIENT.
13.3. ESDC shall have the discretion to act on any verbal instructions as it
deems fit, whether or not such instructions have been confirmed in
writing.
13.4. ESDC and the CLIENT undertake to notify each other, in the manner
of giving notices, instructions or other communications under Section
16 hereof, of any material change in the information provided under
or in connection with this Agreement by either ESDC or the CLIENT,
as soon as such material change in information is known to ESDC or
the CLIENT.
14. Severability
If any stipulation or provision of this Agreement shall be deemed to
be invalid, void, or unenforceable in any respect, the remaining
provisions of this Agreement shall in no way be affected and shall
remain fully enforceable.
15. Law and Jurisdiction
15.1. This Agreement and all transactions covered hereby shall be
governed, interpreted and construed in according with the Rules and
Regulations, By-Laws, customs and usage of the Philippine Stock
Exchange, as amended from time to time, and the laws of the
Republic of the Philippines, and the CLIENT hereby irrevocably
submits to the jurisdiction of any court in any other jurisdiction.
15.2. The CLIENT irrevocably agrees that any legal actions, suit or
proceeding out of or in relation to this Agreement may be instituted,
at the option of ESDC, in any competent Court in Makati City,
Philippines, and by the execution and delivery of this Agreement, the
CLIENT submits to and accepts with regard to any such action, suit, or
proceeding for itself and in respect of its properties and assets,
generally and unconditionally the jurisdiction of such Court. The
CLIENT further agrees that any legal action, suit or proceeding which
on its part may be brought against ESDC arising out or in relation to
this Agreement shall be instituted only in the proper Courts of Makati
CLIENT-COMPANY NAME
By:
(NAME OF AUTHORIZED SIGNATORY)
POSITION
City, Philippines. The CLIENT hereby waives any objection which it
may now or hereafter have to the laying of the venue of any such
action, suit or proceeding, and further waives any claim that such
action, suit or proceeding has been brought in an inconvenient forum.
The foregoing, however, shall not limit or be construed to limit the
rights of ESDC to commence proceedings or to obtain execution of
judgment against the CLIENT in any venue or jurisdiction where the
assets of the CLIENT may be found.
EASTERN SECURITIES DEVELOPMENT CORP.
By:
(NAME OF AUTHORIZED SIGNATORY)
POSITION