Terms and Conditions

(II) Terms for usage of Services

(a) In order to access Services offered by Quickpay, you may be required to open a User account with Quickpay by providing information about yourself (such as identification or contact details) as part of the registration process ("REGISTRATION DATA") for the Services, or as part of your continued use of the Services. You agree that any Registration Data you give to us will always be accurate, correct, complete and up to date. If you provide any information that is untrue, inaccurate, incomplete, or not current or if we have reasonable grounds to suspect that such information is in violation of applicable law or not in accordance with the Terms and Conditions (whether wholly or in part), we reserve the right to reject your registration and/ or indefinitely suspend or terminate your User account and refuse to provide you access to the Website and all / any services offered by us. Further, you agree to indemnify and keep us indemnified from and against all claims resulting from the use of any detail/ information/ Registration Data that you post and/ or supply to us. We shall be entitled to remove any such detail/ information/ Registration Data posted by you without any prior intimation to you.

(b) The registration on the website does not in any event empower You to use the Services unless You have accepted the appropriate agreement for Services. The terms and conditions for the rendition of Services shall be governed by another appropriate agreement such as a payment aggregation service agreement or a payout service agreement.

(c) However, for any reason whatsoever You choose to activate the Services without first accepting the appropriate agreement, in that case, it would be deemed that You have also accepted the appropriate terms of the agreement impliedly by Your conduct to accept the Services. You would, in that case, be bound by the appropriate terms of the relevant agreement in relation to the Services and We shall have all right, title, and interest in enforcing the terms and conditions of such appropriate agreement.

(d) Notwithstanding anything else contained in any other agreement involving you and Quickpay and/ or any other third party, in order to ensure that we are not violating any right that you might have in your Registration Data, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights (but no other rights) that you have in the Registration Data, in any media now or in future known, with respect to your Registration Data solely to enable us to use such Registration Data that you have supplied to us.

(e) Any amendment or rectification of your Registration Data in the User account can be carried out by informing us on . Processing any modification may take some time, but the same shall be done by Quickpay in a reasonable time frame. We may maintain backup of all User content for such time as may be required under applicable laws and for operational purposes of Quickpay. You are solely responsible for maintaining the confidentiality of your account and password and for any activity that occurs in or through your account. We will not be liable to any person for any loss or damage which may arise as a result of any failure on your part to protect your login ID or password or any other credential pertaining to your account. You should take all necessary steps to ensure that the password is kept confidential and secure. In case you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner, you should inform us immediately at support@Quickpay.in. In the event of any dispute between two or more parties as to ownership of any particular account with Quickpay, you agree that Quickpay shall be the sole arbitrator for such dispute and that Quickpay's decision in this regard will be final and binding on you.

(f) You understand and undertake that you shall be solely responsible for your Registration Data and User content and undertake to, neither by yourself nor by permitting any third party to host, display, upload, modify, publish, transmit, update or share any information that:

• (i) Belongs to another person and to which you do not have any right to;
• (ii) Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, seditious, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
• (iii) Harms minors in any way;
• (iv) Infringes any patent, trademark, copyright or other proprietary rights of any person or entity anywhere in the world;
• (v) Violates any law for the time being in force;
• (vi) Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
• (vii) Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
• (viii) Impersonates another person;
• (ix) Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
• (x)Threatens the unity, integrity, defence, 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; or
• (xi) Is illegal in any other way.

(g) You agree and understand that Quickpay reserves the right to remove and/or edit such detail/ information. If you come across any information as mentioned above on the Website, you are requested to immediately contact us at support@Quickpay.in.

(h) You agree to use the Services only for purposes that are permitted by (a) these Terms and Conditions and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

(i) You agree to use the data owned by Quickpay (as available on the Website or through any other means like API(s) etc.) only for personal purposes and not for any commercial use unless agreed to by Quickpay in writing.

(j) You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Quickpay, unless you have been specifically allowed to do so in a separate agreement with Quickpay. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

(k) You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services) on this Website.

(l) Unless you have been specifically permitted to do so in a separate agreement with Quickpay, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

(m) You agree that you are solely responsible for (and that Quickpay has no responsibility to you or to any third party for) any breach of your obligations under the Terms and Conditions and for the consequences (including any loss or damage which Quickpay may suffer) of any such breach. You further agree to the use of your data by us in accordance with the Privacy Policy.

(n) Quickpay may share any Content (defined hereinafter) generated by the User or their Registration Data with governmental and regulatory agencies who are lawfully authorised for investigative, protective and cyber security activities. Such information may be transferred for the purposes of verification of identity, or for prevention, detection, audit, investigation, prosecution pertaining to cyber security incidents and punishment of offences under any law for the time being in force.

(o) If you have opted for use of Quickpay's 'subscriptions' product (as and when available) by virtue of which your customers have set up a standing instruction ("RECURRING PAYMENT INSTRUCTION") to charge his/ her chosen payment method (such as credit card, debit card or bank account) as per the billing cycle communicated by you to Quickpay, then you consent that the relevant amount will be charged to such payment method as per the billing cycle communicated to Quickpay. You agree that Quickpay shall continue to charge the relevant amount to the relevant customer's chosen payment method as per such billing cycle until you or the customer terminates the Recurring Payment Instruction.

(p) You further agree that if the customer revokes his/ her consent to the Recurring Payment Instruction then you shall inform us of the revocation in writing for us to cease processing the Recurring Payment Instruction forthwith upon the revocation but no later than 15 (Fifteen) days prior to the next instance of charge to the customer. If such intimation of revocation of Recurring Payment Instruction is made less than 15 (Fifteen) days prior to the next instance of charge to the customer or is not made at all, Quickpay shall not be liable for any charge applied to the customer for that month pursuant to the revocation or not be liable at all, as applicable. You agree to make good any losses suffered by us on account of demands or claims from customers arising as a consequence of your failure in notifying us about a customer's revocation of the Recurring Payment Instruction.

(III) Eligibility

(a) Any person who is above eighteen (18) years of age and competent to contract under the applicable laws is eligible to access or visit the Website or avail the Services displayed therein. Your use or access of the Website shall be treated as your representation that you are competent to contract and if you are registering as a business entity, then you represent and warrant that you have the authority to bind such business entity to the Terms and Conditions. Without generality of the foregoing, use of the Website is available only to persons who can form a legally binding contract under the Indian Contract Act, 1872 and any amendments thereto.

(b) The User represents and warrants that it will be financially responsible for all of User's usage (including the purchase of any Service) and access of the Website. The User shall also be responsible for use of User's account by others. The Terms and Conditions shall be void where prohibited by applicable laws, and the right to access the Website shall automatically stand revoked in such cases.

(IV) Intellectual Proprietary Rights

(a) “Intellectual Property Right” means any and all patents, copyrights, trade secret rights, trademark rights, design rights, software code, and other proprietary or similar rights in intellectual property, existing now or in the future, including the rights to secure registrations, renewals, and extensions thereof.

(b) You acknowledge and agree that Quickpay (or Quickpay's licensors) owns all legal and proprietary right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Quickpay and that you shall not disclose such information without Quickpay's prior written consent.

(c) The structure, colour, and other creative details of the Quickpay platform are proprietary to Quickpay and You will not have any authority to claim any intellectual property rights, title, or interest in the creative details of the user interface of the Dashboard.

(d) Unless you have agreed otherwise in writing with Quickpay, nothing in the Terms and Conditions gives you a right to use, apply, invade or in any manner exploit or infringe any of Quickpay's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

(e) Unless you have been expressly authorized to do so in writing by Quickpay, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized User of such marks, names or logos. Simply means, the Parties undertake not to infringe the Intellectual Property Rights of any third party.

(f) You acknowledge that upon expiry or termination of this agreement, you shall have no right whatsoever in connection with the Intellectual Property of any Quickpay's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

(g) It is agreed between the Parties that during the Term any promotion or publicity of the Service would always carry 'Merchant' and 'Quickpay' service marks or the appropriate Merchant and Quickpay marks as may be agreed between the Parties.

(V) Compliance with anti-bribery, anti-corruption laws and mandates of the OFAC

(a) User agrees and unconditionally undertakes to comply with all applicable commercial and public anti-bribery and anti-corruption laws (including but not limited to the provisions of Foreign Corrupt Practices Act, 1977, UK Bribery Act, 2010, Prevention of Corruption Act, 1988, Prevention of Money Laundering Act, 2002, Foreign Contribution (Regulation) Act, 2010, and any amendments thereto) which prohibit the User, its/ his/ her officials, representatives, agents or any other person associated with or acting on behalf of such User from giving, offering, promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything of value (either directly or indirectly) whether from within the country or from abroad to government officials, publics 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 organisation and political parties. User also agrees not to give, offer, pay, promise or authorise to give or pay, directly or through any other person, anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing a decision in favour of the User. The User also unconditionally agrees and undertakes that it is compliant with and shall do/ undertake all acts necessary to continue to be compliant with the provisions of 'The Know Your Customer (KYC) / Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the Department of Regulation', RBI, as amended from time to time.

(b) User undertakes that it shall, during the use of the Services, be in compliance with the mandates of OFAC and acknowledges that the User has not directly or indirectly lent, contributed or otherwise made available funds to any of its affiliates, joint venture partners or any other person or entity for the purpose of financing the activities of any person currently subject to the OFAC Specially Designated Nationals List (SDN), Consolidated Sanctions List and the Additional OFAC Sanctions List, as amended from time to time. For the purpose of this paragraph 7, OFAC means the Office of Foreign Assets Control constituted under the laws of the United States of America.

(VI) Exclusion of Warranties

(a) Nothing in these Terms and Conditions, shall exclude or limit your warranty or liability for losses unless they are excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law. Quickpay disclaims any implied warranty for Services and any use thereof.

(b) You expressly understand and agree that your use of the Services is at your sole risk and that the Services are provided on an "as is" and "as available" basis. In particular, Quickpay, it’s affiliates, and its licensors do not represent or warrant to you that:

• (i) The information or Contents provided on the Website are accurate, complete and updated;
• (ii) Your use of the Services will meet your requirements;
• (iii) Your use of the Services will be uninterrupted, timely, secure or free from error;
• (iv) Any information obtained by you as a result of your use of the Services will be accurate or reliable; and
• (v) That defects in the operation or functionality of any software provided to you as part of the Services will be corrected.

(c) Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

(d) No advice or information, whether oral or written, obtained by you from Quickpay or from the use of Services shall create any warranty not expressly stated in these Terms of Use.

(e) Quickpay further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

(VII) Representations and Warranties of User/ seller

The User/ seller hereby represents and warrants:

• (a) That User/ seller, in case of a natural person, is at least 18 years old with a conscious mind fit and proper to enter into this agreement (the "Policies"), is a resident of India with valid credentials and is an entity who is legally eligible to carry out or operate a business in India;
• (b) That User/ seller has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed, and delivered by it;
• (c) The execution and delivery of the Agreement and the consummation of the transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval;
• (d) That the all the information and documents pertaining to his/ her identity and address proof, as submitted for the purpose of know your client (KYC) verification with Quickpay are true and genuine and are not fabricated or doctored in any way whatsoever; That the User shall hold and keep Quickpay, its promoters, directors, employees, officials, agents, subsidiaries, affiliates and representatives harmless from any liabilities arising in connection with any incidental or intentional discrepancy that is found to be there in the documents submitted by such User for the purpose of KYC formalities;
• (e) That any incidental or upfront liability arising in connection with User's/ seller's KYC formalities for the purpose of availing the services of Quickpay shall be the absolute responsibility and repercussion of the User and neither Quickpay nor any of its affiliates or office bearers shall be responsible in any way for any reason including for ascertaining the veracity of the KYC documents submitted by such User with Quickpay;
• (f) That User/ seller shall be solely responsible for understanding and complying with any and all applicable laws relevant to the User and their business, and any liability, whether pecuniary or otherwise, arising from any non-compliance of such applicable laws shall be at the sole cost and risk of such User;
• (g) That the User shall ensure that its IT systems and infrastructure are compliant with the mandates of PCI-DSS and Payment Application-Data Security Standard, as applicable to it;
• (h) That the User/ seller shall operate and conduct his/ her business as per declaration provided by such User to Quickpay at the time of onboarding of such User by Quickpay and shall promptly report any change/ deviation/ addition/ deletion in the scope of business activities of such User to Quickpay;
• (i) That all data, information, inventions, intellectual properties (including patents, trademarks, copyrights, design and trade secrets), know-how, new uses and processes, and any other intellectual property right, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, financial information, computer technical expertise, software for the purpose of availing of services of Quickpay and any updates or amendments thereto is and shall be the sole intellectual property of Quickpay and should in no way be construed to grant any rights and/ or title to the User in such intellectual property of Quickpay;
• (j) That User/ seller shall not store any customer card and such related date in any form or manner whatsoever on their websites/ servers;
• (k) That it shall be the exclusive responsibility of the User to ensure that the correct line of business of the User is declared along with merchant category code (MCC) and that Quickpay reserves the right to withhold settlements and/ or suspend transactions of the User in case of any mismatch or violation in its MCC declaration; and
• (l) That the User/ seller shall accord adequate and timely co-operation in allowing Quickpay or it's appointed agencies or regulators to conduct audits, including for compliance with the Policies and provisions of applicable laws.
• (m) The Merchant represents, warrants, and declares that it is not engaged in any business which is outlined in the list of restricted line of business and shall not during the term of the Agreement indulge in business stated in the list of restricted line of business.

(X) Force Majeure

(a) Quickpay shall not be in breach of its obligation hereunder if it is delayed in the performance of, or is unable to perform (whether partially or fully) its obligations (provide the Services) as a result of the occurrence of a Force Majeure Event (defined below).

(b) Force Majeure Event means any event, whatever be the origin, not within the reasonable control of Quickpay, which Quickpay is unable to prevent, avoid or remove or circumvent by the use of reasonable diligence. Force Majeure event shall include, but shall not be limited to, acts of god, acts, orders, directions of governmental/ regulatory/ judicial/ quasi-judicial/ law enforcement authorities/ agencies which hinders Quickpay from performing its obligations under any agreement, including these Terms of Use, with you, war, hostilities, invasion, armed conflict, act of foreign enemy, embargoes, riot, insurrection, labour stoppages, outages and downtimes systems failures experienced by a facility provider, revolution or usurped power, acts of terrorism, sabotage, nuclear explosion, earthquake, pandemic, epidemic, hacking or man in the middle attack or similar attacks/ intrusions, fires, typhoons, storms and other natural catastrophes.

(c) Any payment obligations of Quickpay, in case of a Force Majeure event, shall be limited by and be subject to the fulfilment of the payment obligations of the partners banks/ financial institutions, counterparties and any other parties involved in or intrinsically linked to the provision of the Services of Quickpay.

(XI) Confidentiality

(a) The User may receive or have access to certain confidential and proprietary information, including without limitation, information belonging and/or relating to Quickpay and its affiliates, marketing prospects, contractors, officers, directors or shareholders, personal data of customers of the User, financial and operational information, billing records, business model and reports, computer systems and modules, secure websites, reporting systems, marketing strategies, operational plans, proprietary systems and procedures, trade secrets and other similar proprietary information, including technical "know-how", methods of operation, business methodologies, software, software and technology architecture, networks, any other information not generally available to the public, and any items in any form in writing or oral, clearly identified as confidential ("CONFIDENTIAL INFORMATION").

(b) The User shall keep Confidential Information in confidence. The User shall use commercial, reasonable and necessary safety measures and steps to maintain the confidentiality and secrecy of the Confidential Information from public disclosure, and the User shall at all times maintain appropriate measures to protect the security and integrity of the Confidential Information. The User shall not, without Quickpay's prior written consent, divulge any of the Confidential Information to any third party other than the User's officers, employees, agents or representatives who have a need to know for the purposes of these Terms and Conditions. The User shall take all reasonable steps to ensure that all of its directors, managers, officers, employees, agents, independent contractors or other representatives comply with this whenever they are in possession of Confidential Information as part of this Agreement. The User shall use the Confidential Information solely in furtherance of and in connection with the Services contemplated under these Terms of Use. The User further agrees that the Confidential Information will not be used by him/ her and his/ her representatives, in any way detrimental to the interests of Quickpay.

(c) The User hereby unconditionally and irrevocably agrees and undertakes to take all necessary measures to ensure that the User's website or any other computer system that is being used to effect Transactions by the usage of Services, do not store/ save any customer card or any other such related data. You further undertake that you shall be responsible for ensuring complete and absolutely privacy, anonymity and security of all customer data flowing through your systems during the usage of the Services by you.

(d) Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the User with respect to any portion of Confidential Information which:

• i. Was at the time received or which thereafter becomes, through no act or failure on the part of the User, generally known or available to the public;
• ii. Was at the time of receipt, known to the User as evidenced by written documentation then rightfully in the possession of the User or Quickpay;
• iii. Was already acquired by the User from a third party who does not thereby breach an obligation of confidentiality to Quickpay and who discloses it to the User in good faith;
• iv. Was developed by the User without use of the Quickpay’s Confidential Information in such development; or
• v. Has been disclosed pursuant to the requirements of applicable law, any governmental/ regulatory authority, judicial/ quasi-judicial authority provided however, that Quickpay shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.

(e) The User shall notify Quickpay immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach. The User will cooperate with Quickpay in every reasonable way to help Quickpay regain possession of such Confidential Information and prevent its further unauthorized use.

(f) Remedies: Parties acknowledge that irreparable damage may occur on breach of the terms and provisions. Accordingly, if the User breaches or threatens to breach any of the provisions set out, then Quickpay shall be entitled, without prejudice, to seek all the rights and remedies available to it under applicable law, including a temporary restraining order and an injunction restraining any breach of the provisions. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available under applicable law or in equity.

(g) Merchant shall ensure that either the Merchant or any of its employees shall not reverse engineer, decompile or disassemble any software shared/disclosed by Quickpay.

(XII) Fraudulent Transactions

(a) You shall not engage in any form of fraudulent transactions and use the Services of Quickpay for perpetrating a criminal offense in any manner thereof. Any scheme or structure to defraud the customer by You while using Services of Quickpay shall be reported to the relevant law enforcement authorities. Quickpay shall also keep a right to withdraw such Services in such a case.

(b) If Quickpay is intimated, by the Acquiring Bank or a Card Payment Network, that a customer has reported an unauthorised debit of the customer's payment instrument ("FRAUDULENT TRANSACTION"), then Quickpayshall be entitled to suspend the settlement of the amount associated with the Fraudulent Transaction during the pendency of inquiries, investigations and resolution thereof by the Acquiring Bank or the Card Payment Network.

(c) If the Fraudulent Transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions relating to Chargeback as set out by the terms of the agreement.

(d) If the amount in respect of a Fraudulent Transaction has already been settled to the User pursuant to these Terms of Use, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI's notification RBI/DPSS/2019-20/174 DPSS.CO.PD.No.1810/02.14.008/2019-20, dated March 17, 2020, DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI's notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time.

(e) Further, Quickpay also reserves the right to close, suspend, limit or put on hold the access to Your account with Quickpay and/ or the funds available therein, including Settlements Amount under inter alia the following scenarios:

• i. If such Your KYC credentials are found to be ingenuine or fake.
• ii. If You make an incorrect or untrue disclosure of the nature of its business, resulting in a merchant category code violation.
• iii. For violation of any of the provisions of these Terms and Conditions.
• iv. For violation of any of the provisions of any other agreement that the Merchant has entered into or might enter into with Quickpay; and
• v. For violation of any of the applicable laws by the Merchant.

(f) Such right to close, suspend, limit or put on hold the Merchant's access to the account with Quickpay shall continue till such time that the Merchant submits genuine KYC documents or credentials to the satisfaction of the relevant authorities as per the extant rules, regulations or guidelines with regard to KYC, as well as to the satisfaction of Quickpay without prejudice to any other legal remedy that Quickpay is entitled to prefer as per applicable law.

(g) It is agreed between the Parties that in the event any amount to be received from the Merchant by Quickpay due to excessive chargeback or refund or any other issues relating to any complaints of the Merchant’s Customers and is over and above the amount which has been withheld by Quickpay, Quickpay shall have a right to raise an invoice relating to such payments to be made and the Merchant agrees to make payments of such invoice within a period of 7 (seven) days of receiving the invoice. Such unpaid amounts by the Merchant shall be subject to interest, chargeable at the rate of twelve percent (12 %) per month after the expiry of 7 days.

(XIII) Authorisation

(a) By accepting these Terms and Conditions, you authorise us to hold, receive, disburse and settle funds on your behalf. Your authorisation permits us to generate an electronic funds transfer between the payment system providers and the escrow account to process each payment transaction that you authorise.

(b) Thereafter, you authorise us to transfer the payments received from your buyers to the bank account designated by you for this purpose at the time of registration ("ACQUIRING BANK"). Your authorisation will remain in full force and effect until your Quickpay account is closed or terminated.

(XIV) Card Association Rules

(a) "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.

(b) The Card Payment Networks reserve the right to amend their guidelines, rules and regulations. We may be required to amend modify or change these Terms and Conditions pursuant to amendments to the Card Payment Network Rules and such amendments, if any, shall be deemed to be binding on the Users with immediate effect.

(c) 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. MasterCard, Visa and American Express make excerpts of their respective rules available on their internet sites.

(d) 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, Quickpay may suspend settlement or suspend/ terminate the Services forthwith.

(XV) Settlements

(a) In consideration of the Services rendered by us, you shall pay Quickpay a fee ("FEE"). Quickpay reserves the right to revise the Fee periodically and will intimate you of any such change within reasonable time. On receipt of the payments in the escrow account, we will endeavour to instruct the escrow bank to transmit the payments payable to the seller, after deducting our Fee, from the escrow account to the seller's designated bank account, within such period as may be prescribed by the Reserve Bank of India from time to time from completion of transaction. Subject to any other provisions of these Terms and Conditions and completion of transaction, the seller acknowledges that we will settle the payments only upon actual receipt of payments in the escrow account and upon reconciliation of the payments by the Acquiring Banks, our payment gateway and the escrow bank. The seller will bear and be responsible and liable for the payment of all relevant taxes in relation to the payments made under these Terms and Conditions.

(b) Sellers receive the amount after deducting Quickpay's Fee in their bank account within T+X bank working days where T is defined as the date of intimation of the completion of the transaction and X as period as may be prescribed by the Reserve Bank of India from time to time from completion of transaction for settlement. Quickpay shall be entitled to charge on the Fee, taxes applicable from time to time ("APPLICABLE TAXES"). It is agreed that any statutory variations in Applicable Taxes during the subsistence of this Agreement shall be borne by the User. Monthly invoices shall be raised by us in respect of the Fees charged for transactions processed during such month. Any reasonable dispute in respect of an amount (or a portion thereof) mentioned in an invoice must be communicated by the User on accounts@Quickpay.in within a reasonable period of time but no later than ten (10) calendar days from the date of the invoice. Quickpay shall use good faith efforts to reconcile any reasonably disputed amounts within reasonable time from the receipt of the mail.

(c) In respect of invoices received by the Client, it is agreed that if the User pays over applicable taxes under the Indian Income Tax laws and furnishes to us the TRACES certificate in respect of such taxes paid, then we shall reimburse to the User, on a yearly basis, the amount in respect of such taxes paid.

(d) Once a payment is authenticated by payment service providers, money shall be moved to the escrow account and the first settlement shall be initiated only after all required documents (in hard copies) are received by Quickpay.

(e) All risks associated with the delivery of the goods or service will solely be that of the seller and not of Quickpay. Also, all disputes regarding quality, merchantability, non-delivery, delay in delivery or otherwise will be directly between the seller and the buyer without making Quickpay and/ or the payment service providers, a party to such disputes.

(f) Further, Quickpay also reserves the right to close, suspend, limit or put on hold the User's access to the account with Quickpay and/ or the funds available therein, including settlements pertaining to the User under inter alia the following scenarios:

• i. If such User's KYC credentials are found to be ingenuine or fake;
• ii. If the User makes incorrect or untrue disclosure of the nature of its business, resulting in a merchant category code violation;
• iii. For violation of any of the provisions of these "Terms and Conditions";
• iv. For violation of any of the provisions of any other agreement that the User has entered into or might enter into with Quickpay; and
• v. For violation of any of the applicable laws by such User.

(g) Such right to close, suspend, limit or put on hold the User's access to the account with Quickpay shall continue till such time that such User submits genuine KYC documents or credentials to the satisfaction of the relevant authorities as per the extant rules, regulations or guidelines with regard to KYC, as well as to the satisfaction of Quickpay without prejudice to any other legal remedy that Quickpay is entitled to prefer as per applicable law.

(h) THE USER UNDERSTANDS AND UNCONDITIONALLY ACKNOWLEDGES THAT EVEN THOUGH THE USER MAY BE ALLOWED TO EXECUTE TRANSACTIONS ON THE PLATFORM OF Quickpay, THE FUNDS SHALL NOT BE SETTLED TO THE ACCOUNT OF SUCH USER PENDING COMPLETION OF KYC OBLIGATIONS ON THE PART OF THE USER IN ACCORDANCE WITH THE RBI'S KYC GUIDELINES (DEFINED BELOW). FURTHER, UPON NON-COMPLETION OF KYC OBLIGATIONS ON THE PART OF THE USER, AS MENTIONED ABOVE, TO THE SATISFACTION OF Quickpay, WE RESERVE THE RIGHT TO NOT RELEASE THE SETTLEMENT AMOUNTS TO THE USER AND MAY EVENTUALLY REVERSE THE FUNDS TO THE ACCOUNT FROM WHERE SUCH PAYMENT ORIGINATED.

(i) In the event, Merchant has chosen to avail of the Payout Services then in that event, Quickpay shall transfer the funds on the instructions of the Merchant to third parties. Quickpay shall not be responsible in case funds are settled incorrectly provided Quickpay has followed the instructions of the Merchant correctly.

(XVI) Prohibited / Restricted Category Services

(a) You agree that you will not accept payments in connection with businesses, business activities or business practices, including but limited to the following:

• i. Adult goods and services which include 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;
• ii. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne etc.;
• iii. Body parts which include organs or other body parts;
• iv. Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam);
• v. Cable descramblers and black boxes which include devices intended to obtain cable and satellite signals for free;
• vi. Child pornography which includes pornographic materials involving minors;
• vii. Copyright unlocking devices which include mod chips or other devices designed to circumvent copyright protection;
• viii. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
• ix. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
• · Counterfeit and unauthorized goods which include 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;
• · Drugs and drug paraphernalia which include illegal drugs and drug accessories, including herbal drugs like marijuana, salvia and magic mushrooms etc.;
• · Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items;
• · Endangered species which include plants, animals or other organisms (including product derivatives) in danger of extinction;
• · Gaming/ gambling which include lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
• · Government IDs or documents which include fake IDs, passports, diplomas, and noble titles;
• · Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
• · Illegal goods which include materials, products, or information promoting illegal goods or enabling illegal acts;
• · Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;
• · Offensive goods which include literature, products or other materials that inter alia :
  • Ø Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;
  • Ø Encourage or incite violent acts; or
  • Ø Promote intolerance or hatred.
  • Ø Offensive goods which include crime scene photos or items, such as personal belongings, associated with criminals;
  • Ø Pyrotechnic devices, combustibles, corrosives and hazardous materials which include explosives and related goods, toxic, flammable, and radioactive materials and substances;
  • Ø Regulated goods which include 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;
  • Ø Securities which include government and/ or public sector unit bonds, stocks, debentures or related financial products;
  • Ø Tobacco and cigarettes which include cigarettes, cigars, chewing tobacco, and related products;
  • Ø Traffic devices which include radar detectors/ jammers, license plate covers, traffic signal changers, and related products;
  • Ø Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, gun powder or explosive mixtures and other armaments;
  • Ø Wholesale currency which includes discounted currencies or currency exchanges;
  • Ø Tobacco and cigarettes which include cigarettes, cigars, chewing tobacco, and related products;
  • Ø Traffic devices which include radar detectors/ jammers, license plate covers, traffic signal changers, and related products;
  • Ø Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, gun powder or explosive mixtures and other armaments;
  • Ø Wholesale currency which includes discounted currencies or currency exchanges;
  • Ø Live animals or hides/ skins/ teeth, nails and other parts etc. of animals;
  • Ø Multi-level marketing collection fees;
  • Ø Matrix sites or sites using a matrix scheme approach;
  • Ø Work-at-home approach and/ or work-at-home information;
  • Ø Drop-shipped merchandise;
  • Ø 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;
  • Ø The User providing 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;
  • Ø 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);
  • Ø Businesses out rightly banned by law (e.g. betting & 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;
  • Ø Businesses dealing in intangible goods/ services (e.g. software download/ health/ beauty Products), and involved in pyramid marketing schemes or get-rich-quick schemes;
  • Ø Any other product or service, which in the sole opinion of either 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 the User from time to time. This shall be without prejudice to any other terms & conditions mentioned in these Terms of Use;
  • Ø Mailing lists;
  • Ø Virtual currency, cryptocurrency, 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;
  • Ø Money laundering services;
  • Ø Database providers (for tele-callers);
  • Ø Bidding/ auction houses;
  • Ø Activities prohibited by the Telecom Regulatory Authority of India; and
  • Ø Any other activities prohibited by applicable law.

The above list is subject to additions/ amendments (basis changes/ amendments to applicable laws) by Quickpay without prior intimation to you.