NATURE AND APPLICABILITY OF TERMS OF USE

DEFINITIONS

PAYMENT, FEES, AND TAXES

1. You agree to pay all Service fees, charges, reasonable expenses, and other fees applicable to your use of the Services as may be informed to you by PayGlocal from time to time, in the manner as stated in the Agreement.
2. In the event of gross settlements, you shall pay the fees or charges within 15 (fifteen) days from the date of receipt of the invoice. If you fail to pay the fees or charges on or before the date specified by PayGlocal, you shall be liable to pay interest at a rate of 12% (twelve percent) per annum.
3. In the event of net settlement the Settlement Amount shall be subject ton requisite deductions including but not limited to PayGlocal fees, charges, and taxes from the Transaction Amount for each Transaction.

OBLIGATIONS OF THE ENTITY

1. You shall be responsible to comply with all Applicable Laws in connection with your business and these Terms of Use.
2. You agree that PayGlocal shall solely rely on your instructions, in accordance with the provisions hereof without any obligation or duty to inquire into the genuineness or correctness of such instructions and all such communications shall be binding on you.
3. You shall use the Services solely for legitimate business and commercial purposes.
4. You shall submit within 2 (two) Business Days upon request all Transaction related documents including but not limited to invoice, shipping details, delivery details, business terms and contract with Customer / Remitter as maybe requested by us from time to time. Provided that in the event of delay in submission of such documents due to any reason, settlement and return of the funds to the source shall be withheld at your cost and/or may lead to termination of the Agreement. It is hereby clarified that any cost, direct or indirect, incurred for reversal of funds due to any reason whatsoever shall be borne by the Entity.
5. You shall be responsible,at your own cost,for the procurement of all equipment,software,systems, facilities necessary for the purpose of availing the Services.
6. You shall submit periodic security assessment reports to us, based on our risk assessment and as required and requested by us from you.
7. You shall disclose comprehensive information about your policies, customer grievances, privacy policy, and other terms and conditions on your Website. Further, you shall specifically indicate the timelines for processing returns and refunds on your Website.
8. You shall be responsible for independent verification and validation of your Customers/Remitters, if required, without any liability on us.
9. You shall not store any Customer data, in any manner whatsoever, except for the limited purpose of execution of the Transactions in compliance with Applicable Law.
10. You shall, upon our request, execute and deliver or permit the execution and delivery of any and all such instruments and documents as we may consider necessary in order to ensure compliance to the Applicable Law and/or to the extent that they are not in conflict with the terms set out herein.
11. You acknowledge that PayGlocal is under no duty or obligation to ensure that any certificate, consent, notice, instruction or other communication which is or appears to be given by you in accordance with these terms of Use is accurate, correct or duly authorized and shall be entitled to act in reliance without further enquiry upon any such certificate, consent, notice, instruction or other communication and shall not be under any duty or obligation to verify the accuracy or correctness of any statements made therein (even if such certificate, consent, notice, instruction or other communication is later reversed, modified, set aside or vacated).
12. You acknowledge that the Customer/Remitter data shared by you with us is governed by our Privacy Policy and we shall have the right to use/share it with any third party for the purpose of internal fraud prevention and risk assessment.
13. .You further acknowledge, agree, and authorize us to disclose Transaction data with third party such as issuer, acquiring banks, banks, and such other Relevant Authority, as may be required, by such third party for purposes of providing Services, reconciliation, enforcement, verification, investigation, fraud, risk assessment, etc. You represent that, you have the requisite power and authorization to provide us with the Transaction data and other details and You shall be responsible for informing and obtaining such consents, as may be required, for the purpose of performing your obligations under this Agreement.
14. .You shall co-operate with us with respect to all the Know Your Customer (KYC) compliance, Anti- Bribery/ Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the Department of Regulation, RBI, in their “Master Direction – Know Your Customer (KYC) Directions” and other legal requirement. You agree that non-compliance of this Clause shall be considered as a material breach of these Terms of Use for which we reserve the right to immediately terminate our Services and Entity Agreement.
15. You shall not accept any payments in connection with or engage in businesses, business activities or business practices, including but limited to:
    1. Arms, Ammunition, Military, Weapons and Knives
    2. Fireworks, explosives, or pyrotechnic devices or supplies.
    3. Hazardous materials, combustibles, corrosives.
    4. Alcohol / Liquor / tobacco products.
    5. Banned / illegal drugs or other controlled substances.
    6. Drugs and drug paraphernalia, which include illegal drugs and drug accessories, including herbal drugs, like salvia and magic mushrooms.
    7. Drug test circumvention aids.
    8. Any third-party processing.
    9. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.
    10. Child pornography, which includes pornographic materials involving minors.
    11. Copyright unlocking devices, which includes Mod chips, or other devices designed to circumvent copyright protection.
    12. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods.
    13. Live animals.
    14. Body parts, which includes organs, or other body parts.
    15. Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction.
    16. Artifacts.
    17. Bootleg / Pirated Recordings.
    18. Brand Name misuse.
    19. Copyrights and Trademarks.
    20. Website access and / or website memberships of pornography or illegal sites.
    21. Bulk marketing tools.
    22. Multi-Level Marketing collection fees.
    23. Matrix sites or sites using a matrix scheme approach.
    24. Work-at-home information.
    25. Web site promotion or Search engine registration fees.
    26. Gambling Transactions which include lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content
    27. Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts.
    28. Wholesale currency, which includes discounted currencies or currencies, exchanges.
    29. Any product or service which is in violation of the Applicable Law.

REPRESENTATIONS AND WARRANTIES

1. you have requisite licenses, registrations, approvals, and permits to conduct your business in full force and is in compliance with the Applicable Laws; and
2. you are in compliance with the security standards, including but not limited to, Payment Card Industry Data Security Standard (PCI-DSS) and Payment Application Data Security Standard (PA- DSS), as may be applicable.

OUR SERVICES

1. Technology Service Provider (TSP) Solutions

   1. We provide technology as a service (TSP) which helps you process and manage payments from your Customers. Our Services include the following:
      1. processing of transactions in various currencies.
      2. processing of transactions made through various payment methods (cards, bank transfers, etc.).
      3. instructions for one time or recurring payments.
      4. payment security.
      5. payment experience UI for end consumer payments.
      6. smart routing to multiple payment aggregators or processors.
      7. transaction risk management.
      8. transaction reconciliation.
      9. transaction management; and
      10. transaction data analytics.
   2. You agree that PayGlocal’s role will be strictly limited to Services related to TSP and will not be that of a payment service provider.
   3. You shall be responsible for the necessary implementation of/or integration of PayGlocal Software Application for using the Services related to TSP.
   4. You shall carry out testing and integration of the PayGlocal Software Application in accordance with PayGlocal’s instructions prior to the Service related to TSP being deployed.
   5. You shall ensure that you have made the necessary agreements with payment processors/ aggregators, connection to and prior to the use of the Services related to TSP. For clarity, this Service shall not be provided unless such agreement is executed with payment aggregators/payment processors.
   6. You acknowledge that PayGlocal is entitled to interrupt the use of the Service related to TSP if necessary due to maintenance, security breach, repair or development of the Service upon providing written intimation to you.
   7. You hereby consent PayGlocal to use or process any type of data shared by you for the provision of this Service.
   8. You acknowledge that PayGlocal may, at any time and in its sole discretion, conduct due diligence exercise including but not limited to verification of KYC, address and/or bank account details.
   9. We shall have the right to charge additional fees for the Services.
   10. You hereby acknowledge that if there is a change of control, organizational structure, or the shareholding pattern resulting in the change of beneficial owner or ultimate beneficial owner, You shall notify PayGlocal immediately at [[email protected]]. Failing which, PayGlocal reserves the right to suspend Services and/or immediately without any prior notice.
   11. You shall for your omission/commission indemnify and hold PayGlocal, its directors, managers, officers, employees and agents harmless from and against all losses arising from claims, demands, actions or other proceedings as a result of disputes or claims raised by any payment gateway/ payment aggregator in relation to the Services stated in clause VI (1).
   12. You hereby acknowledge and agree that PayGlocal and/or its representative shall have the right to share and disclose any information, Customer data or Confidential Information with any judicial, regulatory or administrative agency or governmental authority (including RBI) to comply with the Applicable Law, rule, regulation, or request of any such authority or in connection with any legal proceedings (including court orders and subpoenas). Such disclosure shall constitute neither a violation of these Terms of Use nor a cause of liability for any damage resulting from such disclosure.

2. International Payments

   1. The international payment services are provided by PayGlocal as a technology platform for processing payments to the Entity, in arrangement with an AD Category-1 Bank and enable the Entity to receive/accept Transaction Amount/export payments from Remitters located in any Approved Jurisdictions.
   2. The Settlement Amount shall be settled from Export Collection Account to the Entity Bank Account within the timeline agreed with you in partnership with the AD Category-1 Bank from time to time upon receipt of the Transaction Amount in the NOSTRO Account or the Foreign Collection Account.
   3. The Settlement Amount settled to the Entity Bank Account shall be made in Indian Rupees (INR). Where a foreign currency conversion is required for a settlement, the same shall be settled by applying the applicable exchange rate as of the date of the conversion.
   4. In the event any refund request is received, you shall resolve it as per your refund policy. Nothing hereunder shall cause or make us responsible for or liable towards such request and you shall keep us indemnified and harmless from all or any liability arising there from.
   5. The following amounts/charges, but not limited to, shall be deducted from the Settlement Amount:
      1. Any excess or erroneous payment made by PayGlocal to the Entity.
      2. Fees, commission and/or charges payable to PayGlocal; and
      3. Any other dues from or payable by the Entity to PayGlocal, including without limitation any Chargebacks, if any.
   6. Alternative Payment Methods (APM): PayGlocal provides Alternative Payment Methods as a payment instrument, as detailed under specific terms of use.
   7. Foreign Funds Collection Service: PayGlocal provides foreign funds collection services in the event the Transaction Amount is received in the Foreign Collection Account, wherein, PayGlocal shall facilitate the settlement of the Settlement Amount from the Export Collection Account to the Entity Bank Account, subject to receipt of funds in the Foreign Collection Account and necessary documents. Here, the Entity shall be responsible to share the details of the Foreign Collection Account with the Remitters.
   8. In addition to the Terms of Use, the use of our Services shall be further governed by such other terms and conditions as may be agreed between the parties in the Agreement.

CONFIDENTIAL INFORMATION

1. Each party shall keep confidential all the Confidential Information received by the other party.
2. Confidential Information will not include information that the receiving party can demonstrate: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party; (ii) was known by the receiving party prior to receiving such information from the disclosing party and without restriction as to use or disclosure; (iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it under the circumstances and who provides it without restriction as to use or disclosure; (iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party or (v) is required to be disclosed by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or by any applicable law or regulation provided that to the extent permitted by laws or regulations, the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice of such required disclosure.
3. Each party agrees: (i) to take all reasonable action necessary to protect the confidentiality of the other party’s Confidential Information; and (ii) not to use any such Confidential Information for a purpose except in accordance with the terms of these terms of Use. Each party may disclose the Confidential Information of the other party to its employees, officers, agents or independent contractors who have a bona fide need to know such Confidential Information, to fulfill its obligations under these Terms of Use and who are under legally binding obligations of confidentiality no less restrictive than those set forth in this section. The receiving party will be liable to the disclosing party for any unauthorized disclosure by its employees, officers, agents or independent contractors. Unless expressly permitted under these Terms of Use, on expiry or 7 termination of these Terms of Use, each party will immediately cease to use any Confidential Information of the other and will return on written demand or, at its election, destroy, so far as practicable permanently erase all copies of that Confidential Information in its possession or control. However, a party is permitted to retain such part of that Confidential Information only for the purposes of, and for so long as is required by any Applicable Laws or its legitimate internal compliance requirements.

INTELLECTUAL PROPERTY

1. You agree that our Platform, applications, process and systems, and deliverables produced by us to perform your obligations under these Terms of Use (including without limitation, reports, compilations, and databases in any and all media) (collectively, which shall include service marks, logos, and trademarks) are and shall remain the exclusive property of PayGlocal and are protected by copyright law or other intellectual property laws.
2. Save as permitted under these Terms of Use, you shall not distribute, disclose, or permit use of PayGlocal Software Application by, any third party whether in whole or in part without our express written consent.
3. You shall not, directly, or indirectly disassemble, reverse engineer or otherwise attempt to derive or discern the source code or internal workings of PayGlocal. You may not: (i) reproduce any part(s) of PayGlocal Software Application in any form; (ii) create any derivative work based thereon; or (iii) incorporate the Platform into other websites, electronic retrieval systems, publications or otherwise.
4. Nothing herein grants you the right and you shall not use or display any intellectual property including but service marks, logos, and trademarks of PayGlocal or any Global Payment Method provider without written consent of PayGlocal or the relevant alternate payment method provider.

TERM AND TERMINATION

1. This Term of Use shall be co-terminus and co-existent with the Agreement.
2. The termination of the Services provided herein shall be in accordance with the Merchant Agreement as executed between you and PayGlocal. In addition to which, PayGlocal reserves the right to terminate its Services for any violations of its policies and/or Applicable Law which at the option of PayGlocal may be with immediate effect or by providing 7 (seven) days' written notice to the Entity for terminating its Services.
3. Upon termination of these Terms of Use, we shall have no obligation to retain, store or make available any data, records, or other information in relation to the Services or Transactions to you and you shall cease using the PayGlocal Software Application. Further, you shall be liable to pay us any and/or all amounts due under these Terms of Use, including but not limited to dues arising out of disputes, refund, overpaid Settlement Amount, penalties or any other charges as may be applicable to you. Similarly, PayGlocal shall facilitate the settlement of settle such Settlement Amounts as due to you.
4. We shall not be liable for any loss, damages and/or expenses incurred by you in respect of any loss of access and/or use or interruption in the use of the PayGlocal Software Application system including but not limited to interruptions due to maintenance services, etc.

DISCLAIMER

INDEMNITY

1. You shall indemnify and hold harmless PayGlocal and its directors, officers, employees, agents and its affiliates against all claims, damages, losses, costs, and expenses (including attorney's fees) which PayGlocal may suffer or incur, directly arising from or in connection with (a) commission/ omission of an act by you under the Applicable Laws; or (b) any act, error, fraud, neglect or default of the Customer/Remitter or your vendor or agent, employee, sub-contractor, licensees or any other person against PayGlocal; or (c) infringement of any third-party rights by your Product; or (d) non-compliance of applicable APM specific terms.
2. The indemnification rights of PayGlocal under this terms of Use are without prejudice,independent of and in addition to, such other rights and remedies as PayGlocal may have at Applicable Law or in equity or otherwise, including but not limited to the right to seek specific performance, rescission, restitution, or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.

EXCLUSION

1. Under no circumstances, shall PayGlocal be liable for any indirect, incidental, punitive, special, or consequential damages incurred or suffered by you arising out of or in connection with these Terms of Use, including without limitation lost revenue, loss of income, or loss of business advantage, even if (i) the said party suffers such damages or (ii) an authorized representative of such party has been advised of the possibility of such damages.
2. Except expressly provided otherwise under the Terms of Use, and to the extent permitted by Applicable Law, we shall not be liable to you or any third party for any damages or losses of any kind whatsoever, howsoever arising, regardless of the nature of the claim or the form of the cause of action.
3. Notwithstanding anything contained herein, our total liability shall be limited to the total fees paid for the preceding 3 (three) months from the date of such claim under these Terms of Use.
4. You acknowledge and agree that the exclusion in this Clause is reasonable having regard to all relevant factors, including the nature and cost of the Services provided and the allocation of risk and liability upon you.

FORCE MAJEURE

NOTICE

GOVERNING LAW AND JURISDICTION

DISPUTE RESOLUTION

1. All or any disputes arising out of these Terms of Use, including the interpretation and validity of the terms thereof and the respective rights and obligations of the parties, shall be settled amicably by mutual discussion in good faith (“Negotiations”), failing which the same shall be settled in the manner as provided in Clause XVI.
2. All or any disputes arising out of these Terms of Use, including the interpretation and validity of the terms thereof and the respective rights and obligations of the parties, shall be settled amicably by mutual discussion in good faith (“Negotiations”), failing which the same shall be settled in the manner as provided in Clause XVI.

MISCELLANEOUS

1. You acknowledge and agree that all Transactions, wherever originated, may be processed by PayGlocal or may be processed on behalf of PayGlocal by one or more of the service providers. All Transactions, wherever originated, shall be processed in accordance with the laws and regulations of the jurisdiction where the Transaction is being processed, including but not limited to, those laws relating to anti-money laundering, anti-terrorism, and foreign asset control. PayGlocal does not make any representation or statement, or endorsement of the quality, safety or legality of any services provided by any service provider and shall not be liable to you for any delays or losses incurred as a consequence of PayGlocal making such enquiries as they deem necessary in order to discharge their legal and regulatory responsibilities.
2. You confirm and agree that a person who is not a party to these Terms of Use shall have no rights to enforce any term of these Terms of Use or have the benefit of any of its terms.
3. In the event that any part of this Term of Use hal be held by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the remainder of these Term of Use shall remain in full force and effect to the maximum extent possible.
4. Any delay in enforcing a party’s rights under these Terms of Use or any waiver as to a particular default or other matter shall not constitute a waiver of such party’s rights to the future enforcement of its rights under these Terms of Use, except with respect to an express written and signed waiver relating to a particular matter for a particular period of time.
5. PayGlocal is an independent contractor for all purposes. Nothing in these Terms of Use will be construed as constituting a partnership, joint venture, or agency with you.

GRIEVANCE REDRESSAL