GENERAL TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) constitute a legal agreement between You and Razorpay Software Private Limited (“Razorpay” or “us”, or “we” or “our””). The Terms, constituted of Part A: General Terms and Conditions and Part B: Specific Terms and Conditions, govern Your access to and use of Razorpay services, including payments, technology, software, analytics or any other services, tools or products offered or made available by Razorpay and/or its Affiliates, and/or their Facility Providers, (“Services”). The Services may be offered or made available to You via our website, mobile applications, software, APIs, social media, or other access channels (“Platform”). “You”, “Yours”, “Yourself” or “Merchant” refers to customers, who may be a non-registered individual or corporate body, who register for, use, or access the Platform or Services. The Services provided by Razorpay through the Platform are available and are appropriate only for use in India.

Please read these Terms carefully before accessing the Platform or using the Services. By accessing the Platform or using the Services, You agree to be bound by these Terms, including our Privacy Policy and any other policy applicable to the Services received via the Platform. If You do not agree to these Terms or do not wish to be bound by these Terms, You must immediately terminate the use of the Services. Razorpay reserves the right to amend or otherwise modify the Terms at any time by posting an updated version on the website. The updated Terms shall take effect immediately upon posting. It is Your responsibility to review these Terms periodically for updates/amendments. Your continued access of the Platform or use of the Services signifies Your assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequent modifications to these Terms in any way, Your only recourse is to immediately terminate the use of the Services.

We may require You to agree to additional terms in connection with specific Services, provided either by Razorpay or its Affiliates, that You may avail from time to time. You agree to be bound by supplemental terms of any specific Service that You access or use via our Platform and/or are available by hyperlink on our Platform. We may ask You to agree to those supplemental terms by way of ‘acceptance’. Should You choose to avail any specific Service, You may be required to complete forms and provide additional data/information. You hereby give your consent for us to store, and use the data/information You provide on the Platform during (i) the initial sign up/registration process and (ii) registration or onboarding for any specific Service in future. You hereby further give Your consent for us to pre-fill forms for the registration or onboarding process of any specific Service with such data/information provided. You acknowledge and agree that we reserve the right to verify, and re-verify where applicable, the data/information You provide in relation to any specific Service. Your right to access and use any specific Service is subject to successful completion, at our sole discretion, of registration or onboarding process for that specific Service. To the extent these Terms are inconsistent with any supplemental terms for a specific Service, then those specific terms shall prevail over these Terms. You further agree that any claims relating to any specific Services shall be brought solely against the Razorpay Affiliate providing the specific Services.

Where You intend to avail online as well as offline payment aggregation services, You understand and agree that online Services will be provided by Razorpay Software Private Limited and offline Services will be provided by Ezetap Mobile Solutions Private Limited (Razorpay POS), an Affiliate of Razorpay. You acknowledge and agree that the provision of offline payment aggregation services by Razorpay POS will be governed by Part A: General Terms and Conditions along with Part VII: Specific Terms for Offline Aggregation Services and Devices of Part B: Specific Terms and Conditions enumerated below. For the avoidance of doubt, the reference to Razorpay under Part A: General Terms and Conditions shall include Razorpay POS as well.

1. PROPRIETARY RIGHTS

   1. We (and our licensors, as applicable) remain the sole owner of all right, title and interest in the Services, including the Platform and the website www.razorpay.com (“website”), including any intellectual property rights which subsist in the Services (whether registered or not). Razorpay grants You a personal, non-exclusive, non-transferable, limited right to access the Platform and make personal use of the website and the Services. You shall not remove, obscure, or alter any proprietary rights notices (including trademark and copyright notices), which may be affixed to or contained within the Services. We reserve all rights not granted under the Terms. We (and our licensors, as applicable) retains its rights in and to trademarks, trade names, service marks, logos, domain names, and other distinctive brand features (“marks”) owned or used by us in the course of our business. You do not have the right to use any of our marks without explicit consent from us. You shall not download, copy, create a derivative work, modify, reverse engineer, reverse assemble, transmit or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Services or marks. You further acknowledge and agree that the Services may contain information that is designated confidential by us and You shall not disclose such information without our prior written consent.

   2. You grant a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable license to Razorpay, its Affiliates and third party service providers, to use the Your data, information, content, trademarks, logos and any other materials/information You upload or make available to us or on the Platform (“Your materials”) for the purposes of operating the Platform, providing the Services, and fulfilling Razorpay’s rights and discharging its obligations under the Terms. You agree that Razorpay may use Your materials in its marketing and promotional materials for Services without requiring any incremental consent from You. You shall indemnify and hold

      harmless Razorpay, its Affiliates and its service providers on demand against all claims and losses arising out of or in connection with our use of Your Materials in accordance with the license granted herein.

2. USAGE OF THE WEBSITE AND USE OF SERVICES BY THE USER

   1. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter into binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of Your passwords, login and account information. You are responsible for maintaining the confidentiality of any login information and secure access credentials associated with Your Razorpay account. You will be responsible for all use of the Platform and/ or Services by You or anyone using Your password and login information (with or without our permission). You are responsible for all activities that occur under Your account/in using Your secure credentials and Razorpay shall not be liable for any such change or action performed by using Your secure credentials on the Website.

   2. You agree to provide true, accurate, current and complete information about Yourself as and when prompted by the Platform. If You provide any information that is untrue, inaccurate, not updated or incomplete (or becomes untrue, inaccurate or incomplete), or Razorpay has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, Razorpay shall have the right to immediately suspend or terminate Your account and/or refuse any and all current or future use of the Platform or Services, or any portion thereof, in connection thereto.

   3. By using the Services and providing your contact information, you consent to receiving information about, and offers for, various products and services from Razorpay, its Affiliates or third parties. These communications may occur through various channels, including but not limited to telephone, SMS, email, WhatsApp, other messaging services, or any other physical, electronic, or digital means. You agree that Razorpay may contact you electronically or by phone to gauge your interest in specific products and services and to process your requests or applications. Additionally, you authorize Razorpay, along with its partners, service providers, vendors, and other third parties, to contact you for purposes such as (i) presenting or soliciting your interest in other products or services from third parties, or (ii) sending marketing materials, offers, or other information through the Website or via other methods including telephone, SMS, email, WhatsApp, or other messaging services or digital means. You consent to receiving these communications on the phone or mobile number you provided on the website and explicitly waive any registration or preferences listed under the Do Not Disturb (DND) or National Customer Preference Register (NCPR) in accordance with Telecom Regulatory Authority of India (TRAI) regulations.

   4. You agree and authorize Razorpay to share your information with its partner banks, financial institutions, group companies, Affiliates, vendors, service providers, and other third parties as necessary to provide the various products and services you select or to offer additional value-added services. You also consent to receiving communications via email, telephone, and/or SMS from Razorpay or these third parties. If you request to opt out of receiving such communications or marketing materials in the future, this request will only apply prospectively and will not affect data that has already been shared by Razorpay with your prior consent.

   5. By accessing the Platform or using our Services, You acknowledge and agree that we may display offers, promotions, and other content from our partners, Affiliates, and third parties to You or Your end users. These offers and promotions may be tailored based on the information provided, including past information on our Platform or by Your or end users use of our Services. We may leverage the data, including personal data, that You or Your end users submit to personalize and optimize these offers, ensuring that they are relevant and valuable to You, and You explicitly consent to such usage. This may include, but is not limited to, Your or Your end user preferences, interactions, and usage patterns on our Platform. We do not guarantee the accuracy, quality, or suitability of any offers presented, and such offers may be subject to additional terms and conditions. Your, or an end user’s, engagement with these offers is solely at Your discretion.

   6. You acknowledge and agree that for undertaking any payment and/or financial transaction through the Platform, Razorpay may undertake due diligence measures and seek information required for KYC purposes, which as a customer/merchant You are obliged to give in accordance with Applicable Laws. You acknowledge and agree that Razorpay may undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to due diligence requirements in line with the requirements and obligations under Applicable Laws. You are solely responsible for understanding and complying with all Applicable Laws, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, KYC Guidelines, etc. issued by the RBI as may be amended from time to time that may be applicable to You in connection with Your business and use of Platform or Services.

   7. You agree and covenant that before the commencement of any Service(s) under these Terms, You shall provide the necessary documents (as determined in Razorpay's sole discretion or when required by Facility Providers or governmental authorities or law enforcement agencies) (“KYC Documents”) to enable Razorpay to conduct the due diligence in respect of You and Your business / activities. Razorpay shall have the right to share the KYC Documents (or the information therein) and other related documents with the Facility Providers or governmental authorities or law enforcement agencies, as required under the Applicable Laws. You expressly consent Razorpay to rely on the KYC Documents provided by You for providing Services. You further acknowledge and agree that Razorpay reserves the right at all times to monitor, review, retain and/or disclose any information in relation to the Service(s) as necessary pursuant to satisfy any Applicable Laws, legal process or governmental request.

   8. Razorpay shall have the right to demand from You, any (i) additional KYC Documents and /or (ii) any KYC related or other documents of Your customers or invoices, in its sole discretion and / or as per the Applicable Laws or pursuant to requests from governmental authorities, law enforcement agencies or Facility Providers. Your failure to submit the KYC Documents when requisitioned shall entitle Razorpay to suspend the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the sole satisfaction of Razorpay.

   9. You agree that Razorpay shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of Your products or services. Such obligations shall be Your sole responsibility. You shall indemnify Razorpay against any claim arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.

   10. Throughout Your use of the Services, You declare that You or Your affiliates and/ or its Beneficial Owner are not a Politically Exposed Person. You shall forthwith inform us in writing if this declaration becomes untrue during any period of Your use of the Services. Capitalised terms used here but not defined shall have the meaning ascribed to them in the KYC Guidelines issued by the RBI, as amended from time to time.

   11. The usage of the Platform may also require You to provide consent for providing Your Personal Information (“PI”) (including but not limited to any personal data or sensitive personal data as defined under Applicable Laws) or to authorize Razorpay to derive Your data/information from any source or public registry or portal, as may be necessary to complete Your profile or Your application on the Platform, conduct due diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services through this Platform. You explicitly authorise Razorpay to rely on such information and You represent and warrant that such information shall be and shall remain true and accurate. Razorpay shall adhere to best industry practices including information security, data protection and privacy law while processing such applications. However, Razorpay shall not be liable to You against any liability or claims which may arise out of such transactions as any such PI is being collected, used, processed and shared with Your explicit consent.

   12. You agree not to use the Platform and/or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local laws that might apply to You. We may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the Platform and/or Services.

   13. You are prohibited from posting or transmitting to or through this Platform: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this Platform.

   14. You represent and and warrant that:

       1. You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power and authority to own and operate Your business.

       2. You have the full legal capacity and power to enter into, exercise Your rights under, and perform Your obligations under these Terms.

       3. The execution, delivery and performance of these Terms has been authorized by all necessary corporate and organizational actions including but not limited to board resolution and/or power of attorney and/or letter of authority to bind Your business and Your company/firm/organization.

       4. You have duly accepted these Terms, which form a legal, valid and binding obligation, enforceable in accordance with its clauses.

       5. You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like non- fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or termination of Your access to or use of the Platform or any or all Services, at Razorpay's sole discretion. You shall indemnify Razorpay from any losses arising from Your breach of this provision.

   15. You further represent, warrant, and covenant that:

       1. Your use of the Platform and Services and sale of Your products/services are solely for Your own bona fide business activities which are in compliance with the Applicable Laws and also the instructions issued from time to time by the Razorpay and its Facility Providers.

       2. Your use of the Services corresponds to those activities under the categories You have expressly registered for at the time of entering into these Terms and as set out in Your onboarding form on the Razorpay dashboard or as otherwise approved in writing by Razorpay.

       3. You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties, including Your affiliates.

       4. Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried on with the intent to defraud, or is likely to result in Your unjust enrichment and/or unlawful gain.

       5. Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services specified under these Terms.

   16. You hold express informed consent of Your customers to share customers’ information, including personal data, with Razorpay and its affiliates (i) in connection with provision of Services to You and other users of the Platform or Services, (ii) for the purposes of sharing such information with governmental authorities as and when demanded under Applicable Laws, (iii) for the purpose of transaction tracking and fraud prevention, or (iv) pursuant to regulatory authorities' orders and/or notices including but not limited to notices under Section 91 of CrPC.

   17. You acknowledge that the Services are of complex nature and require the intervention of the Facility Providers. You acknowledge and agree that Razorpay shall only be liable for acts or omissions which are solely and directly attributable to Razorpay.

   18. In order to avail the Services, You shall take all necessary steps to facilitate the integration of Razorpay's solutions with Your platform. It is hereby clarified that any Server to Server (S2S) integration, if done, shall be solely for the purpose of availing the Services and intended to be used or accessed only by You.

   19. You shall assist Razorpay in furnishing to its auditors, the Facility Providers, governmental authorities, or law enforcement agencies, forthwith upon request from time to time, KYC Documents, relevant books, the original copy / copies of proof of transactions, invoices or other records, including pertaining to any order placed by Your customers. You shall retain records relating to transactions for a period of 10 (ten) years from the relevant date of the order placed on Your site. Razorpay and the Facility Providers, and/or governmental agencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other data relating to the customer's orders at any time whatsoever and without any prior notice. You shall ensure cooperation with Razorpay, its auditors, Facility Providers, governmental authorities, or law enforcement agencies for any audit, inspection or pursuant to any other request.

   20. You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of Razorpay or the Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Razorpay or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.

   21. When a customer purchases goods or services from You, You may, in Your sole discretion, impose any convenience fee on the customer. Any responsibility or losses incurred by Razorpay as a result of the charge of any such convenience fee by You to Your customers shall be borne by You. You shall also indemnify Razorpay for such liability or losses.

       
       

3. PAYMENT

   1. Applicable fees for the provision of Services shall be levied by Razorpay from time to time. You agree that the fees shall be charged according to the manner, rates and frequency determined by Razorpay. Razorpay reserves the right to update the amount of the fees charged at its sole discretion.

   2. Fees are exclusive of applicable taxes and Razorpay will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by You.

   3. We will raise monthly invoices in respect of fees charged for Services provided during such month. Invoices are available on the dashboard on a monthly basis. Any dispute in respect of an invoice must be communicated by You to us via a notice no later than ten

      (10) days from the date of the invoice. Razorpay shall use good faith efforts to reconcile any reasonably disputed amounts.

   4. You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of discrepancies, You shall report to Razorpay regarding such discrepancy within three (3) days upon the receipt of the funds. Razorpay shall not be liable for any reconciliation issue if the same is highlighted by You to Razorpay after such time.

   5. For fees deducted upfront before provision of the specific Service, it is agreed that if You deposit applicable taxes under Section 194H of the Income Tax Act, 1961 (in respect of invoices received by You) and furnish to Razorpay Form 16-A in respect of such taxes paid, then Razorpay shall reimburse to You, on a quarterly basis, the amount in respect of such taxes paid. In all other cases, with respect to invoices received by You, at the time of payment of the Fees, You will withhold applicable taxes under Section 194H of the Income Tax Act, 1961 (in case LTDC is provided as per the LTDC issued). You shall deposit the withheld taxes with the government treasury, file the statutorily mandated returns and furnish the requisite tax deduction certificate (Form 16-A) to Razorpay within one hundred and eighty (180) days so as to enable Razorpay to obtain full credit for the taxes deducted at source.

      1. A. If You operate as an e-commerce operator, facilitating the sale of goods or provisions of services of a resident e-commerce participant, You shall evaluate and comply with the requirements of TDS under Section 19.40 of the Income Tax Act, 1961. You, as an e-commerce operator, will withhold tax under Section 19.40 of the Act and deposit the same within the applicable timelines, including carrying out all the necessary compliances as prescribed under the Income Tax Act, 1961. As the payment service provider, Razorpay would not be obligated to deduct tax under Section 19.40 and the same will be Your responsibility as the e-commerce operator. For the purposes of this clause 3.5A, "e-commerce operator" and "e-commerce participant" shall have the meaning assigned to them in section

         19.40 of the Income Tax Act, 1961.

   6. You shall be solely responsible for updating Your GST registration number on the Razorpay dashboard before Razorpay generates the invoice and shall also submit the GST certificate as part of KYC. Razorpay will raise a GST tax invoice and report the transactions in the GST returns based on the information provided by You. The GST returns will be filed as per the statutory timelines, to enable You to avail appropriate input tax credit. Razorpay shall not be responsible for any mistake and or misrepresentation by You in updating the GST number and other particulars as per the GST certificate. Further, any liability raised on Razorpay by the GST authorities due to incorrect information provided by You or deliberate withholding of any statutory information by You shall be recovered by Razorpay from You.

      1. A In order for Razorpay to issue a proper B2B tax invoice under the GST law and to ensure GST input credit is available to You, Razorpay shall record Your correct GSTIN. Towards this, You are advised to verify Your GSTIN and registered address captured within the account maintained with Razorpay at periodical intervals and correct the same wherever necessary. In the event, correct GSTIN is not updated in Your account maintained with Razorpay, then You shall be solely responsible in respect thereof and Razorpay shall not be liable to accommodate any request for revision of invoice and / or amendment to GST reporting.

4. PRIVACY POLICY

   By using the website, You hereby consent to the use of Your information as we have outlined in our Privacy Policy.

   
   

5. THIRD PARTY LINKS / OFFERS

   The Platform contains links to other websites over which we have no control. We encourage You to review the terms and privacy policies of those other websites so You can understand Your use of the websites and how they collect, use and share Your information. Razorpay is not responsible for the terms and conditions, privacy policies or practices of other websites to which You choose to link from the Platform. You further acknowledge and agree that Razorpay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Your interaction with any third party accessed through the website is at Your own risk, and Razorpay will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with the third parties.

   
   

6. OUR PARTNERS

   This Platform also offers You access to information primarily about certain financial products/services including, but not restricted, to loan facility, credit cards facility, investment services such as current accounts offered by our lending partners. The terms and conditions for the same can be accessed here.

   
   

7. DISCLAIMER OF WARRANTY

   To the maximum extent permitted by Applicable Laws, the Platform and the Services are provided on an “as is” basis. You acknowledge that Razorpay does not warrant that the Service(s) will be uninterrupted or error free or fit for Your specific business purposes.

   
   

8. LIMITATION OF LIABILITY

   1. Razorpay (including its officers, directors, employees, representatives, affiliates, and providers) will not be responsible or liable for

      (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with (i) any failure or delay (including without limitation the use of or inability to use any component of the Platform), or (ii) any use of the Platform or Services or content therein, or (iii) the performance or non-performance by us or any Facility Provider, even if we have been advised of the possibility of damages to such parties or any other party, or (iv) any damages to or viruses that may infect Your computer equipment or other property as the result of Your access to the Platform or Services or Your use of any content therein.

   2. Notwithstanding anything under these Terms, Razorpay's aggregate liability and that of its affiliates, officers, employees and agents relating to the Service(s), will not exceed an amount equal to one (1) month fees paid by You for the specific Service(s) giving rise to the liability. Razorpay's liability under or in connection with Terms will be proportionately reduced to the extent any loss or damage is contributed to by You or Your third party providers.

      
      

9. INDEMNITY

   You agree to indemnify and hold Razorpay (and its officers, affiliates, group company, directors, agents and employees) harmless from any and against all claims, whether or not brought by third parties, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys' fees, or arising out of or related to Your breach of these Terms, Your violation of any Applicable Laws or the rights of a third party, or Your use of the Platform or any disputes between You and any third party. The covenants of indemnity set forth herein shall survive and continue even after the termination of Your use of the Services.

   
   

10. CARD ASSOCIATION RULES

    1. "Card Payment Network Rules" refer to the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed and adopted by the card payment networks. These card payment networks have infrastructure and processes to enable transaction authorisation. The card payment networks require You to comply with all applicable guidelines, rules, and regulations formulated by them.

    2. The card payment networks reserve the right to amend their guidelines, rules and regulations from time to time. We may be required to amend, modify or change these Terms pursuant to amendments to the Card Payment Network Rules and such amendments, if any, shall be deemed to be binding on You with immediate effect.

    3. You agree to fully comply with all programs, guidelines, requirements that may be published and/or mandated by the card payment networks. Notwithstanding our assistance in understanding the Card Payment Network Rules, You expressly acknowledge and agree that You are assuming the risk of compliance with all provisions of the Card Payment Network Rules, regardless of whether You are aware

       of or have access to those provisions. For illustration purposes - MasterCard, Visa, Diners, RuPay and American Express make excerpts of their respective rules available on their internet sites.

    4. In the event that Your non-compliance of Card Payment Network Rules, results in any fines, penalties or other amounts being levied on or demanded of us by a card payment network, then without prejudice to our other rights hereunder, You shall forthwith reimburse us in an amount equal to the fines, penalties or other amount so levied or demanded or spent by us in any manner in relation to such fines, penalties and levies. If You fail to comply with Your obligations towards the card payment networks, Razorpay may suspend settlement or suspend/terminate the Services forthwith.

       
       

11. WAIVER

    Razorpay shall not be deemed to have waived any right or provision of this Agreement unless such waiver is made in writing. A waiver of any term or condition of this Agreement shall not be deemed a waiver of any other term or condition, nor shall it be a continuing waiver.

    
    

12. FORCE MAJEURE

    If performance of Services/Platform by Razorpay is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Platform, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of Razorpay, then Razorpay shall be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a breach by Razorpay of its obligations herein or incur any legal liability on Razorpay.

    
    

13. ANTI BRIBERY AND SANCTIONS LAWS

    You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials, representatives, agents or any other person associated with or acting on behalf of You from giving, offering, promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the country or from abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an improper commercial/ business advantage of any kind. Government officials include any government employee, candidate for public office, an employee of government- owned or government–controlled companies, public international organisations and political parties. You also agree not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing any decision in Your favour.

    
    

14. ADDITIONAL TERMS

    1. You shall not assign or otherwise transfer Your rights or obligations under these Terms. Razorpay may assign its rights and duties under these Terms without any such assignment being considered a change to the Terms and without any notice to You. If we fail to act on Your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.

    2. Razorpay may, at its reasonable discretion and in compliance with Applicable Laws, blacklist Your end users to manage fraud and risk. Blacklisted users may be restricted from transactions, and removal of blacklisting may occur based on updated risk assessments. You acknowledge and agree that Razorpay may take such measures to protect the integrity of the payment ecosystem. Razorpay is not obligated to provide prior notice or reasons for these actions. You agree to be solely responsible for providing any notification to Your end users.

       1. Additional terms applicable to the Services provided by Razorpay or its Affiliates are as under:

          1. The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your and our observance of the same. If You take any legal action relating to Your use of the Platform or these Terms, You agree to file such action only in the courts located in Bangalore, India. In any such action that We may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees. You acknowledge that You have read and have understood these Terms, and that these Terms have the same force and effect as a signed agreement. This clause shall survive termination of the Terms.

          2. Without prejudice to any other rights or remedies Razorpay may have, You hereby agree and confirm that Razorpay shall have the right to set-off by whatever means the whole or any part of Your liability to Razorpay under these Terms (or any other agreement between You and Razorpay or its affiliates) against any funds, sums or other amounts credited to, or owing to, You under these Terms (or any other agreement between You and Razorpay or its affiliates). You agree that Razorpay may exercise the right of set-off at any time, without any prior notice to You. In the event such set-off does not fully reimburse Razorpay for the liability owed, You shall pay Razorpay a sum equal to any shortfall thereof.

          3. You shall not (whether on-line or otherwise): (i) describe Yourself as an agent or representative of Razorpay or any Facility Provider;

          (ii) represent that You have any rights to offer any products or services offered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Razorpay or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to customer or any third party. (d) Razorpay reserves the right to make changes to the website, related policies and agreements, these Terms and the Privacy Policy at any time as it deems fit and proper, including but not limited to comply with changes in law or regulation, correct inaccuracies, omissions, errors or ambiguities, reflect changes in the process flow, scope and nature of the Services and ancillary services, company reorganization, market practice or customer requirements.

       2. You agree that the fees for any Services under these Terms shall be charged according to the manner, rates and frequency determined by Razorpay. Razorpay reserves the right to update the amount of the fees including for Services for which no charge has been levied previously in accordance with this clause. You agree that You shall be liable to pay any additional fees as determined by Razorpay in the event:

          1. You avail certain value-added services available on the dashboard irrespective of whether they have been available free of charge previously.

          2. You avail any new Services not mentioned in these Terms. You agree that Your use of any Service or a value-added service shall be construed as a consent to any additional fees which may be levied by Razorpay on such additional Service or value-added service.

       3. An end user may avail dynamic currency conversion ("DCC") services which may be made available by Razorpay to an end user, as applicable. The transaction amount payable by the end user towards the purchase of goods or services from a merchant shall be inclusive of charges for such DCC services availed by the end user. An end user may reach out to [email protected], by providing the payment ID and end user contact number, to get invoices for DCC transactions.

       
       

15. ADVERTISING

    Some of the Services may be supported by advertising revenue and may display advertisements and promotional material. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Razorpay are subject to change without any specific notice to You. In consideration for Razorpay granting You access to and use of the Services, You agree that Razorpay may place such advertisements on the Services through website, print media, electronic media, social media, advertising platforms, etc.

    
    

16. SUSPENSION AND TERMINATION

    1. Notwithstanding anything to the contrary, Razorpay shall have the right to immediately suspend Services and settlement of any monies or payments to You, without any liability to You, in the event of the following:

       1. You breach any clause of these Terms.

       2. You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products and Services' listed below in clause 17 of Part A: General Terms and Conditions.

       3. Razorpay receives instructions from Facility Providers or governmental authorities or law enforcement agencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereof regardless of whether there is pending investigation/enquiry into any alleged illegal/unlawful activities.

       4. You use the Services for any transactions which have a high-risk score as per Razorpay's internal fraud assessment tools and other policies.

       5. Razorpay is of the opinion that there are suspicious circumstances surrounding Your activities.

       6. Razorpay is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to Your use of Services.

       7. Your products/services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/or knock-off goods.

       8. You materially change the type of the products/services provided to end customers and as declared on the onboarding form, without obtaining Razorpay's prior written permission to use the Services for the new or changed types of services/products, or it is discovered by Razorpay that You provided substantially misleading and/or false information about Your products/services as part of the onboarding activities.

       9. Razorpay in its sole discretion determines that Your activities expose Razorpay to risks which are unacceptable to Razorpay.

       10. Razorpay in its sole discretion is required to do so due to regulatory changes impacting the Services.

    2. These Terms are effective upon the date You first access or use the Platform or Services and continue until such access and use is terminated by You or Razorpay. Unless you have a separate offline agreement in relation to use the Services, or any part thereof, these Terms will apply. We may terminate these Terms or close Your Razorpay account at any time for any reason (including, without

       limitation, for any activity that may create harm or loss to the goodwill of Razorpay). Where Applicable Laws require advance notice of termination to be provided, we will, prior to termination, provide You with the required advance notice of termination.

    3. Termination does not immediately relieve You of obligations incurred by You under these Terms. Upon termination, You agree to stop using the Services. Your continued or renewed use of the Services after termination serves to renew Your consent to the Terms. In addition, upon termination You understand and agree that we will not be liable to You for compensation, reimbursement, or damages related to Your use of the Services, or any termination or suspension of the Services or deletion of Your information or account data; and You will still liable to us for any fees or fines, or other financial obligation incurred by You or through Your use of the Services prior to termination.

       
       

17. PROHIBITED PRODUCTS AND SERVICES

    1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; website access and/or website memberships of pornography or illegal sites;

    2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;

    3. Body parts which includes organs or other body parts;

    4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);

    5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;

    6. Child pornography which includes pornographic materials involving minors;

    7. Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyright protection;

    8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;

    9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;

    10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;

    11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;

    12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;

    13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;

    14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;

    15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;

    16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;

    17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;

    18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;

    19. Offensive goods which include literature, products or other materials that: (a) defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) encourage or incite violent acts; or (c) promote intolerance or hatred.

    20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;

    21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;

    22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;

    23. Securities which includes government bonds or related financial products;

    24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;

    25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;

    26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

    27. Wholesale currency which includes discounted currencies or currency exchanges;

    28. Live animals or hides/skins/teeth, nails and other parts etc. of animals;

    29. Multi-level marketing collection fees;

    30. Matrix sites or sites using a matrix scheme approach;

    31. Offering work-at-home approach and/or work-at-home information; with an intention to deceive;

    32. Drop-shipped merchandise;

    33. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;

    34. Provision of any services that have the potential of casting the payment gateway facilitators in a poor light and/or that may be prone to buy and deny attitude of the cardholders when billed (e.g. adult material/mature content/escort services/friend finders) and thus leading to chargeback and fraud losses;

    35. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);

    36. Businesses outrightly banned by law (e.g. betting and gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;

    37. If You deal in intangible goods/ services (eg. software download/health/beauty products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes and any other product or service, which in the sole opinion of either the partner bank or the acquiring bank, is detrimental to the image and interests of either of them/both of them, as communicated by either of them/both of them to You from time to time. This shall be without prejudice to any other terms and conditions mentioned in these Terms;

    38. Mailing lists;

    39. Virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;

    40. Money laundering services;

    41. Database providers (for tele-callers);

    42. Bidding/auction houses;

    43. Activities prohibited by the Telecom Regulatory Authority of India;

    44. Any other activities prohibited by Applicable Laws;

    45. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities);

    46. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS) like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require license for such businesses.

    The above list is subject to updates / changes by Razorpay based on instructions received from Facility Providers.

    
    

18. DEFINITIONS:

    1. “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Razorpay, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

    2. “Applicable Laws ” shall mean (i) any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental/regulatory authority having competent jurisdiction and force of law over, or applicable to You, us or the subject matter in question, as may be amended from time to time, and (ii) shall without limitation include any notification, circular, directive or other similar instruction issued by the 'Financial Sector Regulators' including but not limited to the Reserve Bank of India (RBI) and/or rules, regulations, roles, responsibilities and processes as defined by NPCI on their website www.npci.org.in.

    3. “Chargeback” shall mean the reversal (such reversal being requested by a Facility Provider pursuant to a request from the Facility Provider's customer) of the debit of the Transaction Amount that was charged by You, where the reversal is approved by the Facility Provider following examination of the Transaction related documents and information furnished by You, consequently resulting in Razorpay being charged the Transaction Amount and charges, penalties or fines associated with processing the Chargeback.

    4. “Chargeback Amount” shall mean the aggregate amount that the Facility Provider charges Razorpay pursuant to a Chargeback.

    5. “Chargeback Documents” has the meaning ascribed to the term in clause 2.1 of Part I: Specific Terms for Online Payment Aggregation Services.

    6. “Chargeback Request” means a claim for Chargeback by the Facility Provider's customer.

    7. “Claims” means any claim asserted against the Merchant, that is paid or payable to a third party pursuant to an order of a court of law, judicial and quasi-judicial authorities.

    8. “Customer” means the Merchant's customer who will be making payments to the Merchant in consideration for goods/services availed of by the customer from the Merchant.

    9. “Device” means the point of sale (POS) or mobile point of sale (mPOS) devices on which the Razorpay POS Software is enabled.

    10. “Escrow Account” is an account held by Razorpay with an Escrow Bank for the purpose of receiving the Transaction Amount and effecting settlements to You.

    11. “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account under the Payment Aggregation Guidelines.

    12. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake settlements.

    13. “Facility Providers” shall means banks, financial institutions, NPCI, technology service providers, or other third parties facilitating the provisions of Services or any part thereof, including but not limited to (a) acquiring banks, (b) banks issuing credit cards, debit cards, prepaid instruments and accounts, and (c) card payment networks.

    14. “Fee Credit ” has the meaning ascribed to the term in clause 1.5 of Part I: Specific Terms for Online Payment Aggregation Services.

    15. “KYC Guidelines” means KYC norms as set out in the Master Direction - Know Your Customer, 2016 notified by Reserve Bank of India through circular no. Master Direction DBR.AML.BC.No.81/14.01.001/2015-16, to the extent applicable to the Services and as may be determined by Razorpay or the Facility Providers. KYC means know-your-customer.

    16. “NPCI” means the National Payments Corporation of India constituted pursuant to the provisions of the Payment and Settlement Systems Act, 2007.

    17. “OFAC” means the Office of Foreign Assets Control constituted under the law of the United States of America.

    18. “Payment Aggregator Guidelines” means the RBI circular DPSS.CO.PD.No.1810/02.14.008/2019-20 dated March 17, 2020, including any amendments, clarifications, FAQs, etc. which may be issued from time to time.

    19. “Payment Instrument” includes credit card, debit card, bank account, prepaid payment instrument or any other instrument issued under Applicable Law, used by a customer to pay the Transaction Amount.

    20. “Permissible Deductions” means (a) fees charged by Razorpay; (b) Chargeback Amount including fines and penalties; and (c) any other sum due and payable by You to Razorpay.

    21. “Refund” means processing of Your request to Razorpay, for returning the Transaction Amount (or part thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.

    22. “RBI” shall mean the Reserve Bank of India.

    23. “Terminal ID (TID)” shall mean an unique number assigned to a Merchant that is set up in the Razorpay system. TIDs may also be associated with any Device at the discretion of Razorpay and the Merchant. Any Device can be deactivated at any time at the request of the Merchant.

    24. “Transaction” means an order or request placed by the customer with You (or a third-party vendor availing of Your services) for purchasing goods/services from You, which results in a debit to the customer's Payment Instrument.

    25. “Transaction Amount” means the amount paid by the Customer in connection with Transaction.