Terms and Conditions

These Terms and Conditions are an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder and generated by a computer system hence does not need any physical, electronic or digital signature.

These Terms and Conditions will be effective upon your acceptance of the same (in electronic form or by means of an electronic record or other means) and will govern the relationship between you and UsetoPay Fintech Private Limited for the use of services or platform and you unconditionally abide by the same. If any of these Terms and Conditions conflict with any other document/electronic record in this behalf, these Terms and Conditions shall prevail, until further changes/modifications are notified by UsetoPay Fintech Private Limited. Under the situation of lingual conflict, the English version will prevail over the translation in any other language or of any kind.

1a. Definitions: -

In these T&C, unless the context otherwise requires, capitalized terms defined by:

1. inclusion in quotations and/ or parenthesis have the meanings so ascribed;
2. used herein and not defined in this T&C shall have the meaning ascribed to them in Company Rules and/or Website; and
3. the following terms shall have the meanings assigned to them herein below:
   • "Agreement" / "T&C" means these terms and conditions and all their modifications from time to time in accordance with the provisions contained herein, together with all schedules, annexures and exhibits hereto;
   • "Business" shall mean the business of carrying on business activities by provisions of electronic commerce, digital commerce either directly, indirectly, through collaboration to facilitate digital commerce in most efficient manner by means of technology application and/or facilitating dissemination of digital financial services to customers;
   • "Retailer" is the person who has agreed to the T&C and other regulations of the Company and completed his respective KYC to use or to provide services and/or products of the Company for him/herself or to customers;
   • "Distributor" is the person who by following all the respective regulations and guidelines of the Company appoints/register Retailer/s;
   • Retailer registration form shall mean the form to be completed in writing by the applicant and to be submitted along with full KYC documents, physically at UsetoPay location and/or such other locations as may be intimated by UsetoPay Fintech Private Limited;
   • "Customer/User" is the one who undertakes a transaction on Platform and/or avails Company Services and that is bound by the customer terms and conditions between Company and such customer;
   • "Working Day /Business Day" means any day of the week (excluding Saturdays, Sundays and public holidays) or a day on which banking institutions in India are open for general business;
   • "Effective Date" shall mean the date of Retailer's acceptance of these T&C by as soon as the Retailer logs in to the UsetoPay application or web portal;
   • "Financial Services" shall mean the financial services provided by various service providers to Customers utilizing Platform Services;
   • "Applicable Law" includes all applicable Indian statutes, enactments, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any Governmental Authority including Reserve Bank of India, as may be applicable and in each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law;
   • "Governmental Authority" means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having jurisdiction over any of the Parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the transactions contemplated hereby;
   • "Platform" shall mean the Software accessible through the Website;
   • "NPCI" shall mean the Nation Payment Corporation of India;
   • "RBI" shall mean the Reserve Bank of India;
   • "Software" shall include custom built software that is owned by Company, or software that has been licensed from third party suppliers by Company and in relation to which Company has obtained the right to sub license from such third-party suppliers, as modified/ replaced from time to time, that enables Retail Partner to utilize Company Services on communication devices such as computers, mobile phones and other handheld wireless devices etc. as identified by Company from time to time;
   • "You" or "Your" shall mean any natural or legal person who has access to and is using the Platform for the purpose of being engaged as Retailer in accordance with the terms of this Agreement;
   • "Material Breach" shall mean any material breach of the terms of this Agreement by Retailer including but not limited to any breach of provisions of Clause 8 and Clause 9 of this Agreement;
   • "Tax" or "Taxes" shall mean any and all taxes, cess, levies, imposts, duties, charges, deposits, fees, deductions or withholdings that are, or that are to be, imposed, levied, collected, withheld or assessed, together with any and all interest, penalties, claims or other liabilities arising under or relating thereto;
   • "Parties" In this Agreement, Retailer, Retailer and Company are individually referred to as "Party" and collectively referred to as "Parties";
   • "He"/"She"/"Him"/"Her" or "His" specified here denotes Retailer or Distributor;
   • "Intellectual Property" shall mean all intellectual property used for the purpose of or in association with or in relation to providing Platform Services, utilizing the Platform and/or Website and includes without limitation: (a) Software, its object and subject code and/or any information used in relation to, in association with or for the operation of Software; (b) any trade marks, of whatever nature, either in their entirety or any components, depictions, derivations and representations thereof; (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the 'look and feel' of all of the above; and (d) all ideas, inventions, techniques, processes, designs, skills, specifications, experimental notes, innovations and any other knowledge or know-how of any nature whatsoever, whether or not developed with the assistance of Retailer;

"Confidential Information" means all information (whether oral or recorded in any medium) relating to the business, financial or other affairs (including future plans) of Company, Retailers, Customers which is or may be treated by Company as confidential or is marked as or is by its nature confidential, including but not limited to all Intellectual Property belonging to Company, their affiliates or any other Retailer or Distributors as the case may be, together with the existence and contents of this Agreement (including all Schedules), any ancillary documents and the negotiations relating to this Agreement; and

"Website" shall mean and include www.UsetoPay.com, mobile application of Company, any successor website/ applications, any website of Related Entity or any other channel facilitated and permitted by Company including but not limited to App, any other digital medium including phone, displays, emails, social media interfaces, messaging interfaces, wallet, payment intermediaries using Company's interface.

1b. Interpretation: -

In this Agreement, unless the context otherwise requires:

1. the headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement;
2. references to one gender include all genders;
3. any reference to any enactment of statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment;
4. words in the singular shall include the plural and vice versa;
5. any reference of "days" would mean "calendar days" and similarly reference of year and month would mean "calendar month" and "calendar year";
6. any reference to "intimation" and "intimated" shall include any intimations provided by Company on Website and/or Platform.
7. unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day; and
8. Any reference to "writing" shall include printing, typing, lithography, transmissions by facsimile or in electronic form (including e-mail) and other means of reproducing words in visible form including but not limited to any instructions provided by Company on Website and/or Platform.
9. No provisions shall be interpreted in favor of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft here of.

Involvement of Retailer/Distributor and scope of this agreement

• Upon successful completion of Verification Process and Retailer or Distributor agreeing to T&C by providing his/her consent by logging into the UsetoPay application or web portal he/she hereby agrees to be engaged as Retailer. As Retailer, Company will allow him/her to access Website and/or Platform
• Further, depending upon the nature of transactions and unless otherwise specified by Company, Retailer and Distributor shall at its shop or place of business
  1. assist Consumers in undertaking transactions and/or utilizing Platform Services;
  2. provide such services to Company as is intimated in writing by Company;
  3. assist Company and/or BPs in the marketing of the Platform Services; and/or
  4. undertake such other business activities as instructed by the Company from time to time.
  5. Distributors will not only perform such above mentioned activities but also will educate Retailers (if any) about the Company and its T&C.
• Retailer or Distributor agrees and acknowledges that his/her appointment is subjected to his/her continuance compliance with the provisions of this T&C.
• Company may, in order to manage credit risk associated with the transactions on Website/ Platform, require Retailer to maintain an amount in advance with Company either directly or with the assistance of Distributors or Company employee/s from time to time. Depending upon the nature of services, Company may restrict certain/all transactions on Website/ Platform on account of insufficiency of such advance amount as is required for such services. The Company may rely on factors including but not limited to the nature of services and the performance record of Retailer and Distributor in evaluating the sufficiency of advance amount required for any transaction on Website/Platform. The determination of such sufficiency/insufficiency shall be at Company's sole discretion.

Expenses and Fees

• In consideration of Company making available the Platform, Website and/or Platform Services to Retailer and/or Distributor, it shall be entitled to a service fee as may be intimated by the company from time to time. Company shall also be entitled to receive/deduct any other service fee from Retailer or Distributor for any services provided by the Company to Retailer and/or Distributor as may be intimated by the company from time to time.
• In addition to the limited right to use the available Platform, Website and/or company services and depending upon the nature of services being provided by Retailer or Distributor. Retailer and Distributor may be entitled to commissions, discounted service fees or such other remuneration from customers and/or company (collectively the "Retailer and/or Distributor Service Fee") as may be intimated by the company from time to time.
• Retailer or Distributor shall be responsible for payment of their own Taxes, of whatever nature, in respect of all sums payable by the company to Retailer and/or Distributor under this Agreement.
• In relation to certain company services, Retailer and/or Distributor may be required to maintain such security deposit as may be intimated by the company from time to time.

Tenure of Retailer and/or Distributor counter

• Notwithstanding anything to the contrary contained in this Agreement, the company shall have the right at any time, to modify, alter, amend and/or discontinue services, including the manner, procedure, process in which you will be required to perform services and you shall be bound by all such modifications.
• You agree and undertake that you will only market, promote or make available such platform services as are permitted expressly by the company
• The company may specify, the necessary infrastructure and equipment required at the Retailer outlet including but not limited to any minimum area requirements of the Retailer outlet, computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, html enabled, which is sufficient for the purposes of utilizing Software and/or effectively making available platform services ("Specifications"). You undertake that you shall ensure compliance with the specifications at all times at your sole expense. Further, during the term, you are required to display Company's any service provider's signage, signboards, logos, etc. at a prominent place in the Retailer outlet strictly in accordance with the instructions provided by the company in this regard.
• Company may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to you and your designated employees for the purposes of advertisement, promotion and marketing Platform Services. Any materials supplied by the company shall be utilized solely in relation to the provision of services and/or providing access to Platform Services.
• Company may, in the interest of making available Platform Services to Customers, allow Retailer and Distributor to provide services from a location other than a Retailer or Retailer outlet subject to Applicable Law and rules intimated by the company in this regard.

Termination process

• Your appointment as Retailer or Distributor will be valid unless terminated as per the terms of this T&C.
• During the period commencing from the Effective Date and expiring on [5 (five) Years] from Effective Date, (the "Lock-in Period") you cannot terminate this Agreement.
• After the expiry of the Lock-in Period, you may terminate this Agreement and opt out being Retailer or Distributor of the company by giving a 90 (ninety) days' written notice to the company.
• Company shall have the right to terminate this Agreement and Your appointment as Retailer immediately upon the occurrence of an "Event of Default". For purposes of this T&C, the term "Event of Default" shall have occurred
  1. if there is a Material Breach by you that remains uncured even after the expiry of 15 (fifteen) Business Days after the date of a written notice issued by the company of such occurrence;
  2. if the agreement between you and the company is terminated; or
  3. if an order is made by a court of competent jurisdiction, or a resolution is passed, for the liquidation, bankruptcy, insolvency or administration of Retail or Distributor or a notice of appointment of an administrator of Retail or Distributo is filed with a court of competent jurisdiction.
• In addition to the foregoing, the company may terminate this Agreement of Your appointment as Retailer or Distributor at any time by or without giving 30 (thirty) days written notice.

Outcomes of Termination

1. Upon termination of this Agreement and Your appointment as Retailer or Distributor for any reason stated in Clause 5 above, you shall:
   1. immediately cease to utilize, promote, market or advertise Company's products and/or services including but not limited to Platform Services;
   2. immediately discontinue to utilize any Intellectual Property and shall immediately hand over any and all copies or documentation of such Intellectual Property;
   3. immediately return to Company all Confidential Information provided to You including but not limited to all information and data with respect to Customers;
   4. immediately return to Company originals and copies of any and all materials provided to You pursuant to Your appointment as Retail or Distributor or in the course of provision of Services, including any publicity and marketing materials in its possession
   5. immediately discontinue and cease to use Platform and/or any Software provided by Company and shall hand over any copies or documentation of Software and shall purge Software or cause it to be purged from all human and machine-readable media (or other memory devices);
   6. provide remote access to Company to disable any software that Company had installed;
   7. immediately remove all signboards, banners, glow signboards and all such material which indicates any association with Company from Retail Outlets, its office and any other premises; and
   8. confirm in writing to the Company of having complied with the provisions of this Clause 7.1.
2. Upon notice of termination from either Party, Retailer or Distributor shall perform all the obligations under this Agreement during the notice period. Any waiver of the forgoing obligation should be at the absolute discretion of the Company and such waiver shall only be valid if given in writing by the Company.
3. Retailer and Distributor hereby agrees and undertakes that it shall grant Company, its employees or agents, access to its offices/place of business and information technology systems for a period of 60 (sixty) days after termination for the verification of its compliance under Clause 7 of the Agreement.
4. Right to Set off and Withhold Payment
    Retailer and Distributor agrees and acknowledges that the Company reserves the right at any time (without notice to Retailer and Distributor) to set off and apply any or all sums due and payable by Company to Retailer and/or Distributor under this Agreement, and/or any or all sums of money held in accounts with Company:
   1. any or all sums due and payable by Retailer or Distributor to Company under this Agreement;
   2. the amount of any liability incurred by Retailer and/or Distributor against Company under this Agreement;
   3. any amount erroneously paid to Retailer and/or Distributor by Company and/or
   4. any statutory liability of Retailer and/or Distributor including payment of applicable Taxes that Retailer and/or Distributor has failed to pay to the relevant Governmental Authorities.
   5. In case retailers have not transacted on the platform during the last 180+ days, a minimum fee of Rs. 50 per month on account of 'Inactive account maintenance charges' in accordance with Clause 3.1 and 6.4 of Retailer T&C. These measures are meant to ensure your data records and account details are maintained with us to provide you seamless continuity when you re-start transacting with us.
5. Any complaints made by law enforcement agencies or partner banks upon the complaint of the consumer or customer related to fraudulent transactions made from their account.

Other respectives

1. Retailer and Distributor represents and warrants to Company that the execution and delivery by Retailer and Distributor of this Agreement does not, and the performance by Retailer and Distributor of his obligations hereunder will not, with or without the giving of notice or the passage of time, or both:
   • violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency, applicable to Retailer and Distributor; and/or
   • conflict with result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Retailer and/or Distributor is a party or by which Retailer and/or Distributor is or may be bound, including, without limitation, any noncompetition, non-solicitation agreement or similar agreement.
2. Retailer and/or Distributor further represents and warrants that it fully and completely understands this Agreement and the financial requirements and risks associated with the same and that:
   • it has the power, financial and legal capacity to execute, deliver and perform its obligations under this Agreement and all necessary corporate, shareholder and other actions have been validly obtained to authorize such execution, delivery and performance, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and
   • It has engaged in negotiations with the Company and has either consulted with an attorney of his choice or has had ample opportunity to do so and is fully satisfied with the opportunity it has had.
3. Retailer and Distributor hereby represents, agrees and undertakes that:
   • it shall at all times ensure compliance with Applicable Laws, the provisions of this Agreement, Company Rules and instructions provided by Company from time to time;
   • the information provided in the registration form is complete and accurate and if there is any change in such information it shall inform the Company immediately of such change;
   • it shall not provide any Services or collect any amounts from Customers during the time Company Services, Website and/or Platform are unavailable to Retailer and/or Retailer at any time and/or for any reason whatsoever.
   • it shall not at any point undertake or facilitate, any cash collection or payment through any officer, employee, agent of the Company and that it is fully aware that it shall be solely responsible for any such cash collection or settlement and shall indemnify and hold harmless the Company from any loss arising out or in relation to such cash transaction/collection;
   • at all times during the term of the Agreement, the Retailer or Distributor Outlets shall comply with the Specifications;
   • all Services shall be provided solely through the Platform and/or Website or are recorded therein and no offline transactions are undertaken and/or no such fake/ false receipts are issued by the Retailer and/or Distributor for any transaction done by the Retailer and/or Distributor which are not transacted through Platform and/or Website;
   • at all times during the Term of the Agreement, it shall ensure that no other services of the same and/or similar nature to Services that Retailer and/or Distributor is authorized to provide by Company; [that the Retailer or Distributor Outlet is utilized solely for the purpose of rendering the Services in accordance with the Agreement]
   • it shall ensure that and shall not cause or permit to be made available in the Retailer and Distributor Outlet: (a) any material that may not be made available to the public under Applicable Law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libelous, offensive, derogatory, threatening, harassing, abusive or violent content and/or (b) carry out any activity that is not permitted under Applicable Laws or is reasonably considered to be immoral or against public interest;
   • at all times during the Term of this Agreement, it shall bear all costs and/or incidental expenses including without limitation all fees for application, license fees, charges and Taxes, in relation to the provision of Services and/or operating the Retailer or Distributor Outlet;
   • at all times during the Term of this Agreement, the Retailer or Distributor Outlet shall be open for business during normal business hours, or as permitted by Applicable Laws or such other time period as Company may specify from time to time;
   • it shall be solely responsible for all such personnel employed by him, including payment of wages, making of contributions under Applicable Laws such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.;
   • it acknowledges that it shall be solely responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retailer or Distributor;
   • it shall make correct and accurate representations of the services offered by Company including Company Services to Customers;
   • it shall not at any point and to any Person make any communication regarding the services offered by Company unless authorized by Company in writing;
   • it shall, unless otherwise intimated in writing by the Company, follow the instructions provided by Company's authorized persons with respect to Company Services;
   • it shall immediately inform to Company and the relevant authorized persons of any circumstances that can cause damage to the business, goodwill and reputation of Company;
   • it shall work exclusively for the Company during the Term and shall not provide its services to any other Person, unless so permitted by Company in writing;
   • during the Term and for a period of 1 (one) year thereafter, it shall not, directly or indirectly, either individually or through any Person (including through its employees, affiliates or relatives or in a firm where the Retailer or Distributor or any relative or nominee of the Retailer or Distributor is a partner, or in any company where the Retailer or Distributor or any relative or nominee of the Retailer or Distributor is a director or shareholder):
     1. be appointed as a distributor/ strategic business partner / Retailer for any other Person that is carrying out any business that is same or similar to Competing Business or is in competition to business carried by the Company and/or the Related Entities; and/or
     2. engage or be interested (as a stockholder, director, officer, trustee, consultant, or otherwise), either individually or through any Person, in any other business, which undertakes, anywhere in India or elsewhere, any activity, which is competitive with Company's and/or Related Entities' business activity without the prior written consent of Company, which Company may withhold at its sole discretion.
   • It shall maintain accurate and proper accounts of all transactions between Company and itself in the form prescribed and updated by Company from time to time;
   • it shall observe proper ethics and transparency in all its actions in the course of provision of the Services and shall not, in any circumstances, take any action or make any statement that may mislead any Person;
   • it shall not provide any discounts on the prices fixed for various products/services by Company except with Company's prior written consent;
   • it shall promote the sale of Company's products/services in accordance with the publicity and marketing guidelines issued by Company from time to time;
   • it shall make all efforts to settle any disputes that may arise between itself and Customers amicably and in the event any such dispute is referred to a consumer forum or other competent authority, shall provide all assistance in the settlement of the dispute;
   • it shall be solely responsible for and hereby undertakes to strictly comply with all Applicable Laws in connection with the provision of Services and shall obtain and maintain in full force and effect all Approvals, registrations required under Applicable Laws for the operation of the business and provision of the Services, including the exhibition of sign boards and/or neon/advertising signs, etc., at its expense;
   • it shall ensure regular and timely payment and deposit of all Taxes as applicable from time to time with the relevant authorities;
   • it shall obtain Company's prior written approval for any change in its constitution and/or location of its Retailer or Distributor Outlet and other place of business;
   • it shall use its best endeavors and take such steps as Company may reasonably require to ensure that its management and staff keep confidential the contents of this Agreement and/or all information they obtain about Company's business which is not available to the general public;
   • it is aware and acknowledge that the services provided by the Company including Company Services is provided on an "as is" and "as available" basis and that the use of Company Services by Retailers and/or Distributors and/or Customers is at the Retailer's and/or Distributor's own risk;
   • it is aware and acknowledge that the Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party including the Financial Services being provided by various service providers through Company Services or Platform or any hyperlinked website or service; and
   • it shall not, without Company's prior written approval, orally or in writing, make any statement or representation, calculated or liable to induce others to believe that the Retailer or Distributor is the agent of Company or do any act, deed or things to bind Company in any way in dealing with any third party(ies).

Liberties which Company holds

1. Suspension of the Service/s provided by the Company
   1. Retailer and/or Distributor agrees and acknowledges that the Company reserves the right to suspend and/or terminates the provisions of services if Retailer and/or Distributor:
      1. violated or is likely to violate the terms of this Agreement or any other agreement it has with the Company or any of the Company Rules;
      2. violated or is likely to violate any of the Applicable Law related to the services provided by it including the Services; and/or
      3. provided any false, incomplete, inaccurate or misleading information or otherwise engaged in fraudulent or illegal conduct.
   2. Retailer and Distributor agrees and acknowledges that the Company reserves the right to suspend and/or terminate the provisions of Company Services:
      1. if Company is mandated to do so under Applicable Law and instructions from Governmental Authority;
      2. for recovery of any of its dues under the Agreement;
      3. for any suspected violation of any rules, regulations, orders, directions, notifications issued by Governmental Authority from time to time;
      4. for any discrepancy or suspected discrepancy in the particular(s) or documentation provided by Customers, Retailer or Distributor;
      5. due to technical failure, modification, up gradation, variation, relocation, repair, and/or maintenance due to any emergency or for any technical reasons;
      6. due to any act/omission/failure on part of the service provider providing the relevant Financial Services; and/or
      7. for any other reason that Company deems appropriate in the best interests of Business.
2. Procurement of Data and Privacy Terms
   1. Retailer or Distributor shall not collect and/or share any data with respect to the Customers for itself or any other third party. Retailer or Distributor agrees and acknowledges that the Company shall be the sole owner of all data including Customer data collected /generated under any transaction utilizing the Platform and/or the Company Services; and Company shall be free to share such customer data with Related Entities.
   2. In the course of providing Services under this Agreement, Retailer and/or Distributor may be required to submit personal identification documents and such other information as may be required under Applicable Law and/or directions of banking partners of the Company. Retailer and/or Distributor hereby authorizes the Company to disclose all such information and/or documents with its banking partners for the purposes of due diligence processes carried out by such banking partners or by the Company on behalf of such banking partners.
   3. In addition to the foregoing, the Parties agree and acknowledge that the Company may collect financial and other data from Customers, Retailers, Distributors and may utilize the same for undertaking a credit check through agencies such as Credit Information Bureau (India) Limited for the purpose of recommending them for suitable credit facilities to be provided by financial institutions. In relation to the same, Retailer and Distributor:
      1. undertakes to assist the Company in collection of such financial data;
      2. undertakes to keep such data as confidential; and
      3. agrees and acknowledges that the Company is the sole owner of such financial data and that such financial data would be a Confidential Information for the purpose of this Agreement.
   4. All of the information collected by Company Retailer and/or Distributor is subjected to the privacy policy available in this file:

Non Pleadable and Non-Disclosure Covenants

1. Retailer and Distributor acknowledges that its services hereunder are of a special, unique character, and its strategic business partnership with the Company places it in a position of confidence and trust with customers, suppliers, and other persons and entities with whom the Company have a business relationship.
2. Retailer and Distributor further acknowledges that the rendering of services under this Agreement will likely require the disclosure to the Retailer and Distributor of Confidential Information including Trade Secrets. As a consequence, Retailer and Distributor agrees that it is reasonable and necessary for the protection of the goodwill and legitimate business interests of the Company that the Retailer and Distributor makes the covenants contained in this Clause 10 and that such covenants are a material inducement for the Company to enter into this Agreement, and that the covenants are given as an integral part of this Agreement.
3. Non Pleadable Covenants: Retailer and Distributor agrees that during the Term of the Agreement and 1(one) year after the termination of the Agreement, it will not engage in the following acts:
   • directly or indirectly assist, promote or encourage any other Retailer or Distributor, Customer existing or potential employees, consumers, clients, or vendors of the Company or any other Retailer or Distributor/s, as well as any other parties which have a business relationship with the Company to terminate, discontinue, or reduce the extent of their relationship with Company;
   • directly or indirectly offer employment to, enter into a contract for the services of, or attempt to plead or seek to entice away from the Company any individual who is at the time of the offer: (a) a director, officer or employee with the Company and its Affiliates; (b) client of the Company and/or its affiliates; and/or (c) or procure or facilitate the making of any such offer or attempt by any other Person.
   • disparage the Company, any Related Entities, and/or any shareholder, director, officer, employee, or agent of the Company or any Related Entity and/or;
   • engage in any practice, the purpose of which is to evade the provisions of this Clause 10 or commit any act which adversely affects the Company, any Related Entity, or their respective businesses.
4. Disclosure of Confidential Information: Retailer and Distributor acknowledges that the Confidential Information and all other confidential or proprietary information with respect to the business and operations of the Company and Related Entities are valuable, special, and unique assets of the Company. Accordingly, Retailer and Distributor agree not to, at any time whatsoever either during or after the term of this Agreement disclose, directly or indirectly, to any Person, use or authorize any Person to use, any Confidential Information without the prior written consent of the Company.
5. Prevention of Premature Disclosure of Confidential Information and Trade Secrets: Retailer and Distributor agrees and acknowledges that, because the success of the Company is heavily dependent upon maintaining the secrecy of the Company's Confidential Information and Trade Secrets and preventing the premature public disclosure of the Company's proprietary information and technology including its Confidential Information and Trade Secrets, Retailer and Distributor agrees to use his best efforts and highest degree of care, diligence, and prudence to ensure that no Confidential Information, Trade Secret prematurely leaks or otherwise prematurely makes its way into the public domain or any public forum, including, without limitation, into any trade publications, internet chat rooms, social media platforms or other similar forums.
6. In the event that the Retailer and/or Distributor becomes aware of any premature leak of Confidential Information or Trade Secret or becomes aware of any circumstances creating a risk of such a leak, the Retailer and/or Distributor shall immediately inform the management of the Company, of such leak or of such circumstances.
7. RETAILER and/or Distributor ensures not use or let be used any of the proprietary items in a way not allowed by the Company.

Indemnification

Retailer or Distributor shall indemnify, defend and hold Company and Related Entities harmless (including their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including without limitation attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to:

1. any actual or alleged breach of the Retailer' or Distributor' representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of Company Rules;
2. wrongful or improper use of Company's technologies and Intellectual Property;
3. violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; and/or
4. violation of any law, rule or regulation of India or any other country

Important Terms

1. Transaction fee charges would not be refunded/ reversed under any circumstances for any refund/ reversal /chargeback and any other reasons.
2. Transaction fees charged would be borne by cardholder for any payment.

Disclaimer; No Warranties

To the fullest extent permissible pursuant to applicable law, UsetoPay Fintech Private Limited and its third-party partners disclaim all warranties or guarantees – whether statutory, express or implied – including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by You from UsetoPay Fintech Private Limited or through the UsetoPay Services or the UsetoPay Platform will create any warranty or guarantee other than those expressly stated herein. For the purposes of this Disclaimer, you expressly acknowledge that as used in this section, the term "UsetoPay" includes UsetoPay Fintech Private Limited its officers, directors, employees. You acknowledge that UsetoPay Fintech Private Limited is a reseller of services mentioned on Company website and is not liable for any third party (telecom companies, mobile operators, Banks, manufacturers or suppliers) obligations due to rates, quality and all other instances, whether to any such telecom companies' subscribers, suppliers, service providers, manufacturers or otherwise. You expressly agree that use of the UsetoPay Fintech Private Limited Services on the UsetoPay Platform is at your sole risk. It is your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the site or on the Internet generally. UsetoPay Fintech Private Limited does not warrant that the UsetoPay Services will be uninterrupted or error-free or that defects in the site will be corrected. The UsetoPay Services and the UsetoPay Platform and any data, information, third party software, reference sites, services, or software made available in conjunction with or through the services and the site are provided on an "as is" and "as available," "with all faults" basis and without warranties or representations of any kind either express or implied. UsetoPay Fintech Private Limited, and its partners do not warrant that the data, UsetoPay Fintech Private Limited software, functions, or any other information offered on or through the UsetoPay Services/ UsetoPay Platform or any reference sites/platforms/apps/services will be uninterrupted, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected. UsetoPay Fintech Private Limited and its licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the UsetoPay Services/ UsetoPay Platform or any reference sites/platforms/apps/services in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that You use, access, download, or otherwise obtain information, materials, or data through the UsetoPay Services/ UsetoPay Platform or any reference sites/platforms/apps/services at your own discretion and risk and that You will be solely responsible for any damage to your property (including Your computer system and mobile device or any other equipment) or loss of data that results from the download or use of such material or data. We do not authorize anyone to make any warranty on our behalf and You should not rely on any such statement. This paragraph shall survive termination of this Agreement. In no event will UsetoPay Fintech Private Limited be liable for any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the UsetoPay Platform.

Intellectual Property

1. During the Term, Company hereby grants Retailer and Distributor a limited non-exclusive, non-transferable, non-sub-licensable, non-assignable, right to use the Platform and Software solely for the purpose of provision of the Services as contemplated under this Agreement, which may be revoked by the company at any time and without assigning any reason at its discretion.
2. Retailer and/or Distributor shall not sublicense, assign or otherwise transfer the Software to any Person and is expressly prohibited from distributing, sublicensing, assigning, transferring or otherwise, the Software, or other technical documentation pertaining thereto, or any portions thereof in any form.
3. Retailer and/or Distributor may utilize any third-party software other than the Software only with the company's prior written consent. Further, the Retailer and/or Distributor shall ensure that such third-party software is validly licensed and installed.
4. Further, Subject to the provisions of this Agreement, Company hereby grants a temporary, limited, revocable, conditional, nonexclusive, non-sub-licensable, non-transferable right to use the Intellectual Property, during the Term and solely for the purpose of and to the extent necessary for providing the Services and in accordance with the directions and specifications as, from time to time, communicated or approved by Company in writing.
5. Company shall retain all rights over all its Intellectual Property, including the Software and/or Platform, its name and logo and all rights relating to the publicity and marketing materials. Retailer and/or Distributor hereby acknowledges that:
   1. the execution of this Agreement does not amount to any transfer to it of any Intellectual Property rights held by the Company prior to the execution of this Agreement, nor does this Agreement in any way limit Company's rights over its Intellectual Property, including the right to license to others; and
   2. any and all goodwill arising from Retailer's and/or Distributor's use of Company's Intellectual Property shall insure exclusively to Company without any compensation.
6. Retailer and Distributor hereby agrees and undertakes that at any time:
   1. It shall not take any action, which shall or may impair Company's right, title or interest in the Intellectual Property, or create any right, title or interest therein or thereto, adverse to that of Company;
   2. it shall not use the Intellectual Property together with any other mark or marks or any other part of trademark;
   3. it shall not misuse or permit such unauthorized use of the Intellectual Property;
   4. It shall use the Intellectual Property only in the form and manner stipulated by Company from time to time and shall observe any directions given by Company from time to time, including as to the colors and size of the representations of the logo, the manner and disposition on any printed matter including the signage on the interior and exterior of the Retailer's and Distributor's office premises and any accompanying leaflets, brochures or other advertising materials prepared by the Retail Partner etc.;
   5. it shall not use the Intellectual Property that is not previously provided for by Company without Company's prior written consent;
   6. it shall bring to Company's notice all cases of infringement or passing off of Company's Intellectual Property or registration or attempted registration of the same or of any other intellectual property similar thereto. In the event Company undertakes any opposition to or any action to restrain or punish such act or acts, the Retailers and Distributors agree to cooperate fully and freely with Company in the same. If required by Company, the Retailer and Distributor shall permit Company to undertake such opposition or action in the name of the Retail Partner. The costs of any such action shall be borne by the Parties in such proportion as may be mutually agreed upon; and
   7. it shall render to Company all assistance in connection with any matter pertaining to the protection of the Intellectual Property whether in courts, before administrative agencies, within or without India, or otherwise.

To be considered

Retailer and Distributor needs to keep below points into consideration that:

1. Retailer and Distributor acknowledges and agrees that occasionally there may be information on the Platform or in the Website that contains typographical errors, inaccuracies or omissions that may relate to product or services descriptions, pricing, promotions, offers, transaction times etc. Company reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in Website and/or Platform is inaccurate at any time without prior notice.
2. It is hereby agreed and clarified by the Parties for avoidance of doubt that Company shall not be responsible for any of its obligations under this Agreement including with respect to Company Services due to reasons beyond Company's control such as down time of servers, viruses, strikes, technical snags, system compatibility, natural calamities, acts of war, terror etc. Retailer and Distributor agrees to not hold the Company liable for any delay or adverse effect caused due to the occurrence of such an event.

Miscellaneous

1. Entirety of Agreement: This Agreement, terms and conditions provided in the Website and/or Platform (as amended from time to time) and any documents referred to in it contain the entire agreement between the Parties, and supersedes any prior agreements, representations or communications, written or oral, amongst them relating to its subject matter.
2. Judicature: This Agreement shall subject to the provisions of Clause 14.2, be subject to the exclusive jurisdiction of the courts of Jaipur.
3. Resolution of Disputes: Parties shall attempt in good faith to resolve any disputes, differences or claims arising out of or relating to this Agreement promptly by negotiation amongst Retailer and/or Distributor and Company.
4. Right to Amend: Notwithstanding anything contrary in this Agreement, Company has the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Company Services and/or Platform with notice that Company in its sole discretion deems to be reasonable in the circumstances, including such notice on the Website or any other website maintained or owned by Company for the purposes of providing Company Services in terms of this Agreement. Any use of the Company Services and/or the Platform after the publication of any such changes shall constitute acceptance of this Agreement by the Retailer and/or Distributor as modified. However, any dispute that arose before the modification shall be governed by the Agreement (including the binding individual arbitration clause) that was in place when the dispute arose.
5. Partnership: Nothing in this Agreement shall be deemed to constitute a partnership between the parties or constitute either Party the agent and/or the employee of the other for any purpose.
6. Falsity clause: If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of such provision and/or this Agreement and the application of such provision to persons or circumstances other than those which are held to be invalid or unenforceable shall not be affected thereby, and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision.
7. Allotment: This Agreement, or any right or interest herein, shall not be allottable by the Retailer and/or Distributor except with the prior written consent of the Company. Company shall be free to allot this Agreement, or any right or interest herein, to any Person including but not limited to Related Entities.
8. Rights of Retailer and Distributor: The rights granted to Retailer and Distributor under this Agreement are non-exclusive, and the Retailer and Distributor acknowledges that Company has and retains all rights except those expressly granted to the Retailer and Distributor under this Agreement.
9. Waiver: The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or the waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. Any waiver must be in writing and signed by the Party sought to be bound.
10. Specific Performance: Retailer and Distributor agrees that damages may not be an adequate remedy and that they shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain Retailer and/or Distributor from committing any violation or enforce the performance of the covenants, representations and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at Applicable Law or in equity, including a right for damages.
11. Survival: The provisions of this Agreement, which by their nature are intended to survive the termination or expiration of this Agreement, including without limitation, the provisions of Clause 9 (Non-compete, Non-Pleadable and Non-Disclosure Covenants, Clause 10 (Indemnity), Clause 13(Consideration) and Clause 14(Miscellaneous) shall survive the termination of this Agreement.

Any amendment, notice, or other communication under this Agreement by Retailer and Distributor to Company shall be sent by personal delivery or courier or email/facsimile or by registered mail at the addresses set forth below (or at such other address or through such other medium as the Company may previously have notified Retailer and Distributor in writing):

Address: A-5, Near Tilak Hospital, Chanakyapuri,
 Agra Road, Jaipur Attn: [Mr. Pankaj Pal]
 Email: Nodal@UsetoPay.com

To Retailer and Distributor

Any amendment, notice, or other communication under this Agreement by the Company to Retailer and/or Distributor shall be sent either by:(a) personal delivery or courier or email/facsimile or by registered mail as provided in registration form; (b) communication on the Website and/or Platform; or (c) at such other address or through such other medium as the Company may previously have notified Retailer and/or Distributor in writing.