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  1. This is the BillDesk Services Agreement. Tell me about things I have to be aware of.
  2.  
  3. This document/agreement/understanding is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from time to time) and does not require any physical or digital signatures.
  4.  
  5. This BillDesk Services Agreement ("Agreement") is a legal agreement between IndiaIdeas.com Limited ("BillDesk", "us", or "we") and the entity or person ("you", "your", or "Merchant") who has registered with BillDesk, including but not limited to registering through the BillDesk registration page to receive any of the payment processing, remittance processing, data, technology, reconciliation and analytics services or other business services that may be offered by BillDesk and its affiliates (each, a "Service"). This Agreement describes the terms and conditions that apply to your use of the Services.
  6.  
  7. These terms including links herein, apply to your use of www.billdesk.com, and any other linked or non-linked webpages, application programming interfaces to access the Service ('API'), API keys, features, content or application services ("Website").
  8.  
  9. This Agreement provides a general description of the Service(s) that BillDesk may provide to you, including those that allow you to accept and/or receive payments from purchasers of Products offered by you (your "Customers"). More detailed description of the Services are available on our Website and through the APIs. In providing any of the Services to you, BillDesk may use service providers, sub-processors and Facility Providers.
  10.  
  11. This Agreement provides a general description of the Service(s) that BillDesk may provide to you, including those that allow you to accept and/or receive payments from purchasers of Products offered by you (your "Customers"). More detailed description of the Services are available on our Website and through the APIs. In providing any of the Services to you, BillDesk may use service providers, sub-processors and Facility Providers.
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  13. Before using the Services, you must register with BillDesk. If you are an individual, you must be a resident of India and at least 18 years old to register for the use of the BillDesk Services. If you are a business, the business must be organized in, operating in, or a resident of, India to register for the use the BillDesk Services. You shall register to become a user of the Services only if you are capable of entering into binding contracts as per applicable Laws and are not barred or otherwise legally prohibited from accessing or using BillDesk Services under applicable Laws.
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  15. You availing and using the BillDesk Services, is subject to your acceptance of the general terms and conditions of the use of Services (as covered under Section A below) and also of the additional terms of use of Services, that apply to that particular Service that may availed or used by you (as covered under Section B below). You must read all of these general terms and conditions and the applicable additional specific terms of use of certain Services detailed in this Agreement, the BillDesk Privacy Policy and the BillDesk Grievance Redressal Policy provided on the Website (hereinafter together referred to as the “Terms”). These Terms constitute a legally binding agreement between you and BillDesk governing your access to and use of the BillDesk Services. If you do not understand these documents or do not accept any part of them or do not agree abide by all of the Terms and conditions in this Agreement, then you should not access or use any of the BillDesk Services. You understand and agree that BillDesk will treat your completion of the registration for a BillDesk Account or the use of the Services as acceptance of the Terms from such point of completion of registration or use of Services. The Services provided by BillDesk through the Website are available and eligible only for use in India. You agree to comply with all Terms and conditions in this Agreement, including that you are the beneficial owner of the credentials used to avail the BillDesk Services, and conduct business only on behalf of yourself.
  16.  
  17. You can review the most current version of the Terms at any time on this page. BillDesk reserves the right at any time, at its sole discretion, to change or otherwise modify the Terms without prior notice. Unless otherwise specified by us, all alterations, additions and deletions shall take effect automatically and be binding on and from the day they are posted on the Website. By continuing to access or use the Website or Services, you will be deemed to have agreed to accept and be bound by such updated or modified Terms.
  18.  
  19. Without limiting the generality of the prior sentence, we may require you to agree to additional terms (if any) in connection with specific Services that you may avail from time to time. If you do not agree to the alterations, additions or deletions, you should discontinue accessing or using the BillDesk Service.
  20.  
  21. Section A - General Terms and Conditions of the use of Services
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  23. 1.Registration for BillDesk Services
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  25. Registration for BillDesk Services: Only businesses (including sole proprietors) and other entities or persons located in India are eligible to apply for and use the Services described in this Agreement.
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  27. To register for BillDesk Service, you or the person or people submitting the application (your "Representative") must provide us with certain Registration Information, including but not limited to your business or trade name, address, contact details (email, phone number), business registration numbers, tax identification numbers, URL, the nature of your business or activities, and certain other information about you and your business that we require. In providing your details you must provide your business or trade name, URL and business description that must accurately describe your business or activities and must be recognizable to your Customers.
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  29. Until you have submitted, and we have reviewed and approved all required information, any access to or use of BillDesk facilities or Services will only be on a preliminary basis only, and we may terminate it, at our sole discretion, at any time and for any reason. If we are unable to verify that the accuracy or completeness of the information and documentation you provided or we determine that you are not eligible to use the Services, we may deny your use of the Services and restrict or terminate access to the BillDesk facilities.
  30.  
  31. Representative: You and your Representative individually affirm to BillDesk that (i) your Representative is authorized to provide the information described in this Section on your behalf and to bind you to this Agreement and you and your Representative are not 'incompetent to contract' under applicable Laws. You or your Representative may be required to provide additional information or documentation demonstrating your/Representative's authority. Neither you nor your Representative may register or attempt to register for BillDesk Services on behalf of a user, who has been previously terminated from use of the Services.
  32.  
  33. If you are a sole proprietor or individual trader, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
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  35. Additional Information: At any time during the term of this Agreement and your use of the Services, we may require and seek additional information from you to verify you or your Representative's identity, get updated details about your business, get details related to Transactions (as defined below) conducted under this Agreement and to be able to assess the risk associated with your business. Failure to provide this information or material may result in suspension or termination of your registration for or access to BillDesk Services.
  36.  
  37. You authorize us to, directly and/or through third parties to make any inquiries we consider necessary to verify your identity and the other details provided by you including, but not limited to (i) sharing the Registration Information with Facility Providers, as necessary, to enable provision of services to you (ii) ordering a credit report from a credit reporting agency or verifying your information against third-party databases or through other sources (iii) retrieving information about you including from banks, credit reporting agencies, information bureaus, national registries and other third parties, and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative.
  38.  
  39. You specifically understand, acknowledge, explicitly consent and authorize us to, directly and/or through third parties to (i) verify/check/obtain/download your KYC details from the Central KYC ('CKYC') Record Registry by verifying such details through the CKYC number i.e., KYC identified number provided by you or (ii) by obtaining such CKYC number/ KYC identified number, through details shared by you, including, as part of the registration process for the BillDesk Services.
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  41. You also consent that all or any Facility Provider may directly or through BillDesk download and use your records from the CKYC Record Registry by using your details and by virtue of this explicit consent. You also grant your consent to BillDesk and the Facility Providers to use your KYC details for the purpose of account-based relation with them or any regulated entity. You also grant your consent to share your KYC details with other Facility Providers, other partners for the purpose of BillDesk services and/or related activities.
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  43. You also grant your explicit consent (i) to pull your report(s) from Credit Information Companies and the sharing of these with other Facility Providers or other partners for the purpose of on-boarding and KYC verification including updation of KY (ii) for customer due diligence process through physical KYC and/or V-CIP and/or any other digital channels such as CKYC, DigiLocker or any other equivalent e-document as applicable to BillDesk, other Facility Providers or other partners for the purpose of on-boarding and KYC verification including updation of KYC; (iii) to access to camera (one-time access), read-only access to phone state, including the current cellular network information, the status of any ongoing calls, user SMS data, data in external storage like the image for selfie storage, data from external storage, and other permission as may be specifically sought through android or iPhone operating system or other operating systems to BillDesk, Facility Providers and other partners of BillDesk for the purpose of on-boarding and KYC verification including updation of KYC and as per applicable RBI Guidelines; (iv) that your personal KYC details submitted to you may be shared with CKYC Record Registry; and (v) to receive information from CKYC Registry through SMS/Email on your registered number/email address provided to you.
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  45. You acknowledge that the information so provided by you and /or third parties will be used, inter alia, in our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your registration for Services. BillDesk may seek and periodically update this information as part of our business policies and risk analysis procedures.
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  47. Information updation: You agree to keep the Registration Information and other information provided by you to BillDesk current. You must promptly update BillDesk with any changes affecting you, the nature of your business activities, your Representatives, your beneficial owners, principals, or any other pertinent information. We may suspend your registration with BillDesk, your use of one or more the Services or terminate this Agreement if you fail to keep this information current.
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  49. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a "Bankruptcy Proceeding"); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.
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  51. Declaration : You declare that you or your Affiliates and/ or your beneficial owner are not a Politically Exposed Person as defined under applicable Laws. You shall forthwith inform us in writing if this declaration becomes untrue during the term of this Agreement or during any period of your use of the Services.
  52. 2. Use of Services
  53.  
  54. You may only use the Services for legitimate Transactions with your Customers. BillDesk is not responsible for the Products you publicize or sell, or that your Customers purchase or pay for, using the Services. BillDesk is not responsible for any communication made by you with respect to the Services or the use of the Services. You expressly agree and acknowledge that BillDesk acts and will act (at all times) only as a payment facilitator with respect to the Transactions between you and your Customers. You affirm that you are solely responsible for the nature, quality and pricing of the Products you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers. You will ensure that your website and/or application clearly indicates the terms and conditions of any such ancillary services and the timeline for processing returns and refunds.
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  56. BillDesk provides Services to you, but we have no way of knowing if any particular purchase, sale, order, or other transaction (each a "Transaction") is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous or suspicious or prima facie does not appear to be a bonafide Transaction. If you are unsure of the genuineness of a Transaction you agree to take all possible precautions including, if necessary, contacting your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.
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  58. You may only use Payment Processing Services to facilitate Transactions with your Customers. You may not use Payment Processing Services to send money to others, to conduct any personal or non-commercial transactions, or for any other purposes prohibited by this Agreement.
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  60. Our role as a payment facilitator will not make us liable or responsible for any breach of representations and warranties, failure of delivery by you of Products or the non-provision of after-sales or warranty services or fraud vis-a-vis the Products offered and/or sold by you.
  61.  
  62. 3. Fees and Fines
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  64. Applicable fees for the provision of Services (“Fees”) shall be levied by BillDesk from time to time and deemed to be incorporated into this Agreement. You agree that the fees shall be charged according to the manner, rates and frequency determined by BillDesk. BillDesk reserves the right to update the amount of the Fees charged at its sole discretion.
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  66. Our Fees are exclusive of applicable taxes and we will charge such applicable taxes on the Fees from time to time. You expressly agree that any statutory variations in applicable taxes during the subsistence of these Terms, whether on a current or retrospective basis, shall be borne by you. You shall be solely responsible for providing your correct Goods and Service Tax (‘GST’) registration number and you shall also submit the GST certificate as part of Registration Information. BillDesk 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. Any claim, penalty or demand on BillDesk by the GST authorities due to incorrect information provided by you or your intentional withholding of information by you shall be borne by you and recovered by BillDesk from You.
  67.  
  68. We will provide an electronic invoices on a monthly basis, in respect of Fees charged for Services during such month. Invoices may be sent to you by email or made 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 and we shall use good faith efforts to reconcile any reasonably disputed amounts.
  69.  
  70. The Fees for Services may be adjusted to reflect increases or decreases by Facility Provider(s) in interchange, assessment and other fees. All such adjustments shall be you responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Facility Provider or other party. To the extent reasonably possible, BillDesk will provide you with prior notice of any such adjustments.
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  72. In addition to the Fees, you are also responsible for any penalties or Fines imposed in relation to your BillDesk Account on you or on BillDesk, by BillDesk or any Facility Provider on account of the Transactions your use of the Payment Processing Services in a manner not permitted by this Agreement or a Facility Provider's rules and regulations or applicable Law.
  73.  
  74. You are also obligated to pay all taxes, fees and other charges imposed by any Governmental Authority ("Taxes"), whether on a current or retrospective basis, including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement.
  75.  
  76. 4. Taxes and Other Expenses
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  78. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your Products or payments you receive in connection with the Transactions and your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs.
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  80. We may send tax-related information to you and tax authorities in connection with the Services. You agree that we may send you tax-related information electronically. We will send you a tax invoice but you are solely responsible for (a) providing us the information necessary to populate the tax invoice in a timely manner; and (b) the accuracy of the information you provide (including the tax registration identity and number).
  81.  
  82. You are responsible for paying to the tax authorities the Tax Deducted at Source (“TDS”) due on the Fees. In order to do so, you must determine the appropriate rate, file the appropriate forms, and make the appropriate TDS payments. After filing and paying the appropriate TDS amount, you will receive a tax certificate from the tax authorities, which shows the exact TDS amount paid under BillDesk’s Permanent Account Number (AAACI7986C). If you submit the certificate to BillDesk at within 30 days of the certificate’s issue date, BillDesk will reimburse to You, on a quarterly basis, the amount in respect of such taxes paid that were due to deducted on the Fees.
  83.  
  84. BillDesk is not liable for any taxes, interest or penalty incurred caused by your acts or omissions (including your delay or non-payment of TDS to the tax authorities).
  85.  
  86. 5. Services and BillDesk Support
  87.  
  88. We will provide you with support to resolve general issues relating to your use of the Services. You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers.
  89.  
  90. If you have a complaint about the Payment Processing Services, please contact us through the appropriate channels mentioned in our Grievance Redressal Policy.
  91.  
  92. 6. Service Requirements, Limitations and Restrictions:
  93.  
  94. Compliance with applicable Laws: You must use the Services in a lawful manner, and must obey all Laws applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions or the Services. Upon written notice to you, we may require you and any third-party service provider you engage to comply with all Laws that may be relevant to your use of the Services, whether or not those Laws are directly applicable to you or the third-party service providers, including compliance with the RBI Guidelines and you will promptly comply, and ensure your third-party service providers comply, with those Laws. You affirm and undertaker to provide all such information, data and records as we may need or seek, from time to time, to establish, evidence or substantiate the compliance with Laws by you, your business and of the Transactions conducted under this Agreement.
  95.  
  96. Restricted Businesses and Activities: You must not use the Services to enable any person (including you) to benefit from any activities BillDesk has identified as a restricted business or activity (collectively, "Restricted Businesses"). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by India or the United States (including the list maintained by the United States Office of Foreign Asset Control (OFAC))
  97.  
  98. Please review the list of Restricted Businesses carefully before registering for availing BillDesk Services. We may add to or update the Restricted Business List at any time without any Notice
  99.  
  100. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public BillDesk systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service. You also may not use the Services for a value above the financial limits specified by the RBI from time to time or in any manner that attempts to circumvent RBI Guidelines, FIU Requirements or any other provision of applicable Laws.
  101.  
  102. 7. Suspicion of Unauthorized or Illegal Use
  103.  
  104. We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with BillDesk; (ii) are unauthorized, fraudulent, illegal or unacceptable under applicable RBI regulations or Laws; or (iii) expose you, BillDesk, or others to risks unacceptable to BillDesk. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you (including information provided by you), your Customers, and Transactions made through your use of the Services.
  105.  
  106. 8. Disclosures and Notices; Electronic Signature Consent
  107.  
  108. Consent to Electronic Disclosures and Notices: his document is an electronic record in terms of Information Technology Act, 2000 (as amended) and the rules and regulations thereunder (collectively, the "IT Act"), and shall be governed by the IT Act, and all other applicable Laws pertaining to electronic records. By clicking the acceptance button, registering for BillDesk Services, accessing, using or installing the BillDesk API or any part of the Services, you specifically agree, to be bound by the Terms and conditions of this Agreement. Your registration for or access, use or installation of the BillDesk API or any part of the BillDesk Services, constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from BillDesk ("Notices"), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
  109.  
  110. Methods of Delivery: You agree that BillDesk can provide Notices regarding the Services to you through our Website or through the dashboard linked to your BillDesk login credentials (‘Dashboard’), or by mailing Notices to the email or physical addresses identified against your BillDesk registration. Notices may include notifications about your BillDesk facilities, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you at your registered office (if so required under applicable Law) within 24 hours of the time a Notice is either posted to our website or emailed to you.
  111.  
  112. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative's control over your access BillDesk login credentials (such as through two-step verification), and to provide you with other critical information about your access to BillDesk Services.
  113.  
  114. Requirements for delivery: You will need a computer or mobile device, Internet connectivity, and an updated browser, that meets certain system and compatibility requirements, which may change from time to time to access BillDesk facilities, use BillDesk Services and review the Notices provided to you.
  115.  
  116. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating this Agreement.
  117.  
  118. Receipt and Acceptance: This Agreement shall be deemed to have been received, accepted and executed at BillDesk's registered office, at 10th Floor, Supreme Chambers, 17/18 Shah Industrial Estate, Off Veera Desai Road, Andheri (W), Mumbai 400 053.
  119.  
  120. 9. Termination
  121.  
  122. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or BillDesk. We may terminate this Agreement or close your BillDesk registration at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of BillDesk, our Affiliates or our Facility Providers). We may suspend your access to BillDesk facilities and your ability use of our Services or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with you or your use of the BillDesk Services; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) you have materially changed the type of products for which Services are being obtained, without our prior written permission (iii) if you have materially breached any of the terms of the Payment Method Rules and /or applicable Laws in the context of the Services or (iv) an Acquirer or Scheme Owner or Governmental Authority seeks that we terminate or suspend providing Services in respect of identified Payment Methods; or (v) if the continued usage of any of the Services is, in our sole assessment, placing an unacceptable burden on BillDesk or loss of goodwill or reputation of BillDesk; or (vi) we are otherwise entitled to do so under this Agreement.
  123.  
  124. Offering and support of the Services including the support of an individual Payment Method is subject to acceptance by the relevant Acquirer or Scheme Owner, which, such Acquirer or Scheme Owner may with hold or withdraw in its discretion at any time. BillDesk may from time to time, in its sole discretion, elect to no longer support an Acquirer or Payment Method and may intimate you through a Notice in that regard.
  125.  
  126. Effects of Termination: Termination of the Agreement does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all BillDesk and payment network logos from your website. Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement.
  127.  
  128. In addition, upon termination you understand and agree that (i) all licenses granted to you by BillDesk under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) 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 (iv) you are still liable to us for any Fees, Taxes, or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
  129.  
  130. 10. Intellectual Property, trademarks and publicity
  131.  
  132. APIs: BillDesk has developed and provides access to the API that may be used to access the Services. You may use the API solely to use the Services on websites and through the applications identified and registered by you with us and not for any other purpose whatsoever. We will update the API and related documentation from time to time, and may add or remove functionality. We will provide you notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Services with minimal interruption.
  133.  
  134. We will make publishable and secret API keys for live and test Transactions available to you. Publishable keys identify Transactions with your Customers, and secret keys permit any API call to your BillDesk Services registration. You are responsible for securing your secret keys; do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your BillDesk Services and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services.
  135.  
  136. Proprietary Rights: As between you and BillDesk, BillDesk and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and any documentation (collectively, "BillDesk IP") or any copies thereof. BillDesk IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in BillDesk IP not expressly granted to you in this Agreement are reserved.
  137.  
  138. You may choose to, or we may invite you to, submit comments or ideas about BillDesk Services, including without limitation about how to improve the Service or our products. By submitting any idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the idea without any attribution or compensation to you, and/or to disclose the idea on a non- confidential basis or otherwise to anyone.
  139.  
  140. License: You are granted personal, a non-exclusive and non-transferable license to electronically access and use the BillDesk IP only in the manner described in this Agreement. BillDesk does not sell to you, and you do not have the right to sublicense the BillDesk IP. We may make updates to the BillDesk IP or new Services available to you automatically as electronically published by BillDesk, but we may require action on your part before you may use the BillDesk IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). BillDesk may revoke or terminate this licence at any time if you use BillDesk IP in a manner prohibited by this Agreement.
  141.  
  142. Restrictions: You may not modify, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt to: (i) discover or obtain the source code of any BillDesk IP; (ii) send through or store infringing or unlawful material in any BillDesk IP; (iii) send through or store malicious code in any BillDesk IP; (iv) attempt to or gain unauthorized access to, or disrupt, the integrity or performance of, any BillDesk IP; or (v) use any BillDesk IP, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication; or (c) remove, obscure or otherwise modify or destroy any proprietary markings of BillDesk or other parties that may appear on any components of any BillDesk IP.
  143.  
  144. You may not: (i) claim or register ownership of BillDesk IP on your behalf or on behalf of others; (ii) sublicense any rights in BillDesk IP granted by us; (iii) import or export any BillDesk IP to a person or country in violation of any country's export control Laws; (iv) use BillDesk IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.
  145.  
  146. BillDesk Marks : We may make certain BillDesk logos or marks ("BillDesk Marks") available for use by you and other users to allow you to identify BillDesk as a service provider. BillDesk may limit or revoke your ability to use BillDesk Marks at any time. You may never use any BillDesk Marks or BillDesk IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours. You shall not publish or cause to be published any advertisement, or make any representations oral or written, or do any act or make any omission which might confuse, mislead or deceive the public about the Services or which may discredit, disparage, dilute, infringe or are detrimental to the name, trademarks, goodwill or reputation of BillDesk.
  147.  
  148. Publicity : During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a BillDesk user. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and BillDesk. Upon termination of your BillDesk Services access, you will remove any public references to our relationship from your website.
  149.  
  150. Content : You are prohibited from posting or transmitting to or through this Website: (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 any such content or using the Website or Services for such purposes.
  151.  
  152. 11. Merchant Representations and Warranties
  153.  
  154. By accepting the Terms of this Agreement, you represent, warrant, declare, assure and undertake that: (a) you are eligible to register and use the Services and have the authority and capacity to execute and perform the obligations required by this Agreement; (b) you hold necessary licenses, approvals and consents as may be required for the conduct of your business and such licenses, approvals and consents are valid and subsisting; (c) any information you provide us about your business, Products, including the Registration Information is accurate and complete; (d) you will not make any representations oral or written, which might confuse, mislead, deceive or convey that the Services provided to the Customers pursuant to this Agreement is a service of yours in direct association with the Facility Providers or that that any charges levied on the Customer by you are charges of BillDesk and/or of the Facility providers or that such charges are endorsed by BillDesk or the Facility Providers; (e) you shall not (whether online or otherwise) describe yourself as an agent or representative of BillDesk or the Facility Provider or represent that you have any rights to offer any products or services offered by BillDesk or the Facility Provider (f) you will not or make any representations to your customer or any third party or give any warranties which may require BillDesk 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; (g) you will not use nor allow the Services to be used within a territory where the use of such Services is prohibited and (h) you will not use the Services in violation of the Laws and regulations of any applicable jurisdiction for import, export, or re-export directly or indirectly, of the Products or any other commodity or service, in violation of the laws and regulations of any applicable jurisdiction (i) that the Services will be used directly and solely for processing payments towards Products offered by you and will not be used nor will be allowed to be used by you or by other people in a manner different from that of a medium for payments for Products offered by you (j) that in respect of any Transaction processed under this Agreement, no charges shall be charged to Customer in respect of such Payment Methods as may be notified, from time to time, by any Governmental order, the Reserve Bank of India, Scheme Owners or any other institution regulating the payments business in India (k) you will fulfill all of your obligations to Customers and will resolve all disputes with them; (l) you will comply with all Laws applicable to your business and use of the Services; (m) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (n) you will not use Payment Processing Services for personal, family or household purposes, for peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; (o) 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 and (p) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.
  155.  
  156. You further represent and warrant to BillDesk that you comply with all applicable export control and sanctions laws and regulations, including (i) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
  157.  
  158. 12. No Warranties
  159.  
  160. WE PROVIDE THE SERVICES "AS IS" AND "AS AVAILABLE", WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY BILLDESK OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES, WHETHER ORAL OR WRITTEN, CREATES OR IMPLIES ANY WARRANTY FROM BILLDESK TO YOU.
  161.  
  162. BILLDESK DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT BILLDESK WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT BILLDESK MAKES NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES AND IS NOT PROVIDING ANY WARRANTY OR COVENANT ON THE QUALITY OR SERVICE PROVIDED BY THE FACILITY PROVIDERS.
  163.  
  164. YOU AFFIRM THAT BILLDESK DOES NOT CONTROL THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT PROCESSING SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO MAKE, OR WILL COMPLETE, ANY TRANSACTION.
  165.  
  166. NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.
  167.  
  168. 13. Limitation of Liability
  169.  
  170. Under no circumstances will BillDesk or its Affiliates, representatives or employees be responsible or liable to you for (a) any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, (b) any lost profits, any loss of revenue or any compensation for anticipated sales or the cost of procurement of substitute services or for any costs, expenses, expenditures, investments or other commitments made in reliance upon or otherwise in connection with or arising out of this Agreement, under statute, in equity, at law or otherwise, even if such damages are foreseeable, and whether or not you or BillDesk have been advised of the possibility of such damages.
  171.  
  172. BillDesk is not liable, and denies responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your credentials to access any part of the Services or reports, or Data, or your failure to use or implement anti-fraud measures, security controls, or any other data security measure. BillDesk further denies responsibility for all liability and damages to you or others caused by (a) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (b) interruptions to or cessation of the Services; (c) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (d) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (e) third-party content provided by you; or (f) the defamatory, offensive, or illegal conduct of others.
  173.  
  174. You agree to limit any additional liability not disclaimed or denied by BillDesk under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to BillDesk, in respect of the specific Service giving rise to the liability, during the one-month period immediately preceding the event that gave rise to your claim for damages.
  175.  
  176. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
  177.  
  178. 14. Your Liability for Third-Party Claims Against Us
  179.  
  180. You hereby undertake and agree to defend, indemnify and hold BillDesk, its directors, officers, personnel, agents, representatives or independent contractors (each an “Indemnified Party”) harmless from and against, any and all Claims and related Losses arising, suffered or incurred by any or all of the Indemnified Parties, as a result of or in connection with: (a) any breach or non-performance by the you of any of your undertakings, representations, warranties, covenants, declarations or obligations under this Agreement; or (b) any violation of applicable Law by you, in performing your obligations under this Agreement; or (c) any act, negligence, default or fraud by you, or your employees or representatives; or (d) any claim or proceeding initiated by the Customer or any other person against the BillDesk Entity Indemnified Parties in respect of any of the Products or services offered by you; or (e) any claim or proceeding initiated by a third party against the Indemnified Parties that the Products offered by you infringe any intellectual or industrial property rights of that third party.
  181.  
  182. 15. Data Usage, Privacy, and Security
  183.  
  184. Data Usage
  185.  
  186. BillDesk processes, analyses, and manages Data to: (a) provide Services to you, other BillDesk users, and Customers; (b) mitigate fraud, financial loss, or other harm to users, Customers and BillDesk; and (c) analyse, develop and improve our products, systems, and tools. BillDesk provides Data to third-party service providers, including Payment Method Providers, Acquirers, and their respective affiliates, as well as to BillDesk's affiliates, to allow us to provide Services to you and other users. BillDesk does not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to BillDesk's use of Data for the purposes and in a manner consistent with this Section 15.
  187.  
  188. Data Protection and Privacy
  189.  
  190. Confidentiality: BillDesk will only use Merchant Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed or authorized by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. You may not use any Personal Data to market to Customers unless you have received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Payment Method Rules.
  191.  
  192. Privacy: Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to the terms of our Privacy Policy, which we update from time to time.
  193.  
  194. You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to BillDesk, or allow BillDesk to collect, use, retain, and disclose, any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that BillDesk processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Payment Method Rules, we may delete or disconnect a Customer's Personal Data when requested to do so by the Customer.
  195.  
  196. BillDesk will provide the Services from systems located within India. BillDesk will provide Payment Processing Services in compliance with the instructions of the RBI on ‘Storage of Payment System Data’ dated April 6, 2018. As such, it is your obligation to disclose to your customers that Data will be transferred, processed and stored (in compliance with applicable Law) and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable Laws, and to obtain from your Customers all necessary consents under applicable Laws in relation to the foregoing.
  197.  
  198. Card data: You must not store Customers’ card and related data, except to the extent permitted under applicable Law.
  199.  
  200. PCI Compliance: If you accept payment card Transactions, you must comply with the Payment Card Industry Data Security Standards ("PCI-DSS") and, if applicable to your business, the PCI Secure Software Framework (“PCI SSF”) (collectively, the " PCI Standards"). The PCI Standards include requirements to maintain materials or records that contains payment card or Transaction data in a safe and secure manner with access limited to authorized personnel.
  201.  
  202. If compliance with PCI Standards is required, then you will, at your sole cost and expense: (i) conduct or have conducted the audits required for PCI Standards DSS certification; (b) obtain PCI Standards compliance certification prior to storing, processing or transmitting Cardholder Information, and (c) take all actions required to maintain PCI Standards compliance during the term of this Agreement and for any period of time after the term of this Agreement that you stores, processes or transmits Cardholder Information.
  203.  
  204. You must maintain a system that is compliant with the PCI Standards. If you do not comply with the PCI Standards, or if we or any Payment Method Provider or Acquirer are unable to verify your compliance with the PCI Standards, we may suspend your access to BillDesk Services or terminate this Agreement. If you intend to use a third party service provider to store or transmit Account Data (as defined under PCI Standards) , you must not share any data with the service provider until you verify that the third party holds sufficient certifications under the PCI Standards, and notify us of your intention to share Account Data with the service provider. Further, you agree to never store or hold any "Sensitive Authentication Data", as defined by the PCI Standards (including CVC or CVV2), at any time. You can find information about the PCI Standards on the PCI Council's website.
  205.  
  206. You will promptly provide us, or any applicable Payment Method Provider or Acquirer, with documentation demonstrating your compliance with the PCI Standards upon our request. If you are unable to provide documentation sufficient to satisfy us, the Payment Method Providers, or Acquirers, that you are compliant with the PCI Standards, then BillDesk, and any applicable Payment Method Provider or Acquirer, may access your business premises on reasonable notice to verify your compliance with the PCI Standards.
  207.  
  208. You acknowledge that BillDesk is reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data that you provide to us. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.
  209.  
  210. Security and Fraud Controls
  211.  
  212. Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Payment Method Rules when handling or maintaining Merchant Data and Personal Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your access to BillDesk Services or terminate this Agreement. If any security breach, leak, loss, or compromise of Data occurs on your systems, website, or application, and it affects your compliance with this Agreement or your obligations under applicable Law, you must report the incident in accordance with applicable Law, including your reporting obligations to the Indian Computer Emergency Response Team (CERT-In).
  213.  
  214. Security Controls: You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls (“Security Controls”) appropriate to mitigate your exposure to security incidents. You are responsible for adopting the baseline technology-related recommendations issued by the RBI as part of the Guidelines on Regulation of Payment Aggregators and Payment Gateways dated March 17, 2020 (as modified or clarified from time to time). We may require you to obtain periodic security assessment reports and you will do so promptly upon our request.
  215.  
  216. You agree to review and implement Security Controls that are appropriate for your business to protect against unauthorized Transactions. If you fail to properly use Security Controls, you will increase the likelihood of unauthorized Transactions, Disputes, fraud, losses, and other similar occurrences. You are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, including any related Disputes.
  217.  
  218. You are responsible for maintaining the confidentiality and secrecy of your passwords, login and access information related to your access and use of BillDesk Services and other BillDesk facilities. You will be responsible for all use of the Website and/ or Services by you and anyone using your password and login credentials. BillDesk is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your access of BillDesk Services, unless such losses result from BillDesk's wilful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.
  219.  
  220. BillDesk's Security : We will maintain commercially reasonable administrative, technical, and physical procedures to protect Merchant Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Payment Method Rules when we handle Merchant Data and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide Merchant Data and Personal Data to BillDesk with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined above) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your access to BillDesk Services and facilities, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from such actions we may take to prevent such harm.
  221.  
  222. 16. Audit
  223.  
  224. You agree that BillDesk, RBI, Facility Provider or any Governmental Authority, acting directly or through representatives (each an “Auditing Party”) conducting a regulatory inquiry, inspection, audit or investigation, shall have the right, during the term of this Agreement and for at least three (3) years thereafter to inspect, audit, and examine your systems, records, security aspects, card data storage aspects, invoices and/or other data or documents held by you or your sub-contractors (collectively, the “Records”), which Records relate to the Transactions and/or the Services availed under this Agreement, including to establish your compliance with Laws. You affirm that you will and cause your employees and sub-contractors to cooperate with BillDesk and/or the Auditing Party good faith and provide access to and permit the Auditing Party to examine the Records.
  225.  
  226. You will promptly notify us of any material change to an electronic system that processes, stores, supports or transmits Data to us in connection with the Services. You affirm that you will complete security questionnaires as requested by us during the term of this Agreement; and will submit to and cooperate with any on-site security audit that we may conduct. We may perform an on-site security audit once in any 12-month period; provided, that we may conduct on-site security visits more often if we reasonably believe that you are in breach of this Agreement or your systems have been compromised (including by a data breach) or that there has been a material change to any electronic system that processes, stores, supports or transmits Data to us in connection with the Services. During an on-site security audit, you will provide us and our auditors access to, and permit us to examine the electronic systems and devices (including the configuration of such systems and devices) that affect the security or integrity of any system that processes, stores, supports or transmits data to us.
  227.  
  228. In the event the audit findings relate to misrepresentations, unethical practice, fraud or breach of terms and conditions of the Agreement, BillDesk shall have all or any of the rights stated herein against you to suspend/stop all the outstanding/future payments and/or to terminate the Agreement forthwith without prejudice to other rights under law and contract.
  229.  
  230. 17. Additional Terms
  231.  
  232. Third Party Links : The Website or Service may provide, or third parties may provide, links to other World Wide Web sites or resources ('Linked Sites'). As BillDesk has no control over such sites and resources, you acknowledge and agree that BillDesk is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available or transmitted from such sites or resources. Your correspondence or business dealings with, or participation in promotions of advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such suppliers. You acknowledge and agree that BillDesk 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.
  233.  
  234. Assessment of your website : If you integrate or otherwise reference BillDesk Services on your website or applications, we may use automated technologies (e.g., website crawling) to assess your website or applications and collect any publicly accessible or available data to ensure compliance with this Agreement and to combat malicious or fraudulent activity.
  235.  
  236. Other Services: From time to time we may offer you additional features or services that may be subject to additional or different terms of service. All such additional features and services form part of the Services, and you may not use these additional services unless you agree to the applicable agreement or terms (if any) for those services. We may also provide you access to services identified as "beta" or pre-release services. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.
  237.  
  238. Assignment : You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your BillDesk Account to others without our prior written consent. If you wish to make such an assignment, and if we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. BillDesk may assign this Agreement without your consent or any other restriction.
  239.  
  240. No Agency; Third-Party Services : Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Payment Method Provider. Each party to this Agreement, and each Payment Method Provider, is an independent contractor. Unless a Payment Method Provider expressly agrees, neither you nor we have the ability to bind a Payment Method Provider to any contract or obligation, and neither party will represent that you or we have such an ability.
  241.  
  242. Force Majeure : If performance of Services/Website by BillDesk is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Website, utility or communication failures, earthquakes, war, acts of terrorism, civil commotion, 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 BillDesk, then BillDesk 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 BillDesk of its obligations herein or incur any legal liability on BillDesk.
  243.  
  244. Code of Conduct : You will conduct all your dealings in a very ethical manner and with the highest business standards. You undertake that you will comply with, and all its activities will be performed in accordance with, the Anti-Corruption Laws and that it shall not do, nor omit to do, any act that will lead to BillDesk being in breach of any of the Anti-Corruption Laws. You represent and warrant that you has not and will not make (or offer to make) any unlawful payments to, or confer (or offer to confer) any benefit upon any government official, any officer or employee of a public organization, any political party or official thereof or any candidate for political office on or behalf of BillDesk or any of its affiliates in violation of any applicable anti bribery laws or regulations. You also represents that no officer, director, employee or any of their immediate family members has received or will receive anything of value of any kind from BillDesk or its personnel in connection with this Agreement. You further represent and warrant that you have not and will not make (or offer to make) any payments to, or confer (or offer to confer) any benefit upon, any employee, agent or fiduciary of any third party, with the intent to influence the conduct of such employee, agent or fiduciary in any manner relating to the subject of this Agreement.
  245.  
  246. Right to Set off : Without prejudice to any other rights or remedies BillDesk may have, you hereby agree and confirm that BillDesk shall have the right to set-off by whatever means the whole or any part of your liability to BillDesk under these Terms (or any other agreement between you and BillDesk 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 BillDesk or its affiliates). You agree that BillDesk 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 BillDesk for the liability owed, you shall pay BillDesk a sum equal to any shortfall thereof.
  247.  
  248. Consent for Communications : You agree and specifically consent to the collection, storage and use of your information for communications from or with BillDesk. You agree and specifically consent that we may, on our own or through third parties, send you emails, SMS, or communicate with you through other means, for: (i) providing you with BillDesk Services and transactional related information; (ii) sending you Service related reminders/updates; (iii) promoting BillDesk Services or any other product or service offered by BillDesk either on its own or in association with partners (iv) promoting new products and activities; (v) investigating or resolving any product or BillDesk Service related concerns including complaints; or (vi) obtaining your invaluable feedback. In order to serve you better, we may also send you surveys to understand: (i) your experience with our Services, and/or (ii) your needs and requirements. You agree and authorize BillDesk to share your information and make your details available to its Affiliates, Facility Providers vendors, service providers and other third parties, in so far as required for providing various products and services including for providing various value-added services, in association with the Services selected by you or generally otherwise. You agree and consent to receive communications relating to all of the above on your phone/mobile number/email ID (if any provided) by you to us including over the Website and expressly waive any registration or preference made under DND/NCPR list under the applicable Telecom Regulatory Authority of India (TRAI) regulations.
  249.  
  250. Advertising : Some of the BillDesk Services or features may be supported by advertising revenue and may display advertisements and promotions. In consideration for BillDesk granting you access to and use of the Services, you agree that BillDesk may place such advertising and promotions.
  251.  
  252. Responding to Legal Process : BillDesk may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that we believe to be valid. We or any Payment Method Provider (including, where applicable, the Acquirer for the Payment Method) may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. BillDesk is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
  253.  
  254. Governing Law and Jurisdiction : The validity, construction and enforceability of this Agreement shall be governed in all respects by the Laws of India. The Parties hereto agree that in respect of any dispute arising upon, over or in respect of any of the terms of this Agreement, only the Courts in Mumbai shall have jurisdiction to try and adjudicate such dispute to the exclusion of all other Courts.
  255.  
  256. Entire Agreement : his Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and BillDesk for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and BillDesk, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
  257.  
  258. Cumulative Rights, Construction, Waiver : The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, in equity or under the Payment Method Rules. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term "including" or "such as" is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to subsequently enforce the provision.
  259.  
  260. Survival : he Terms and provisions of the BillDesk Services which by their nature and content are intended to survive the performance hereof by any or all parties hereto will so survive the completion and termination of this Agreement. Without limiting the generality of the prior sentence and notwithstanding any other provision to the contrary herein, Sections 3 (Fees and Fines), 9.b (Effect of Termination), 10 (Intellectual Property, trademarks and publicity), 13 (Limitation of Liability), 14 (Your Liability for Third-Party Claims Against Us) 15.2 (Data Protection and Privacy) 16 (Audits), and 17 (Additional Terms) shall survive termination or expiration of this Agreement.
  261.  
  262. Language : The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. If it is translated into other languages, the English version alone shall govern.
  263.  
  264. 18. Definitions and Interpretation
  265.  
  266. Definitions : As used herein (including in the preceding paragraph) and unless otherwise defined in this Agreement, capitalized terms will have the meaning set forth below:
  267.  
  268. “Acquirer” means any bank, financial institution or any other entity that enables the use of a Payment Method by accepting a Payment Request either on its own account or on behalf of Scheme Owners and/or Payment Method Providers and routing the Payment Request, to Scheme Owners or Payment Method Providers as applicable, collecting and settling the resulting funds as per designated process.
  269.  
  270. “Affiliate” means a person that controls, is controlled by or is under common control with, another person. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have correlative meanings to the foregoing.
  271.  
  272. “Anti-Corruption Laws" means (a) the Bribery Act, 2010; and (b) any anti-bribery or anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery or anti-corruption laws of the jurisdiction in which Merchant extends the Services to any person, together with any amending, consolidating or successor legislation or case law which has effect from time to time in the relevant jurisdiction.
  273.  
  274. “Authorized Dealer (‘AD’) Bank” means the financial institution which deals with foreign exchange, and is engaged by BillDesk, for purposes specified from time to time including for handling remittances as specified under the PA-CB Guidelines of RBI.
  275.  
  276. “Bank Account” means a banking account which may be used carry out a payment on a Transaction
  277.  
  278. "BillDesk Data" means details of the API transactions over BillDesk infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from BillDesk or the Services.
  279.  
  280. “Card” means any form of credit card, debit card, prepaid card or any other form of store-value instrument or account, which may be used carry out a payment on a Transaction.
  281.  
  282. “Card Networks” means Rupay, MasterCard, Visa, Diners Card, Discover, American Express Card and other applicable card networks or associations that authorize and enable Card transactions.
  283.  
  284. “Claims” means actual or threatened actions, audits, arbitrations, suits, mediations, litigations, proceedings, examinations, hearings, inquiries, investigations, charges, complaints, claims, demands, decrees, rulings, injunctions, judgments, directives, notices of violation or orders, by or before any Governmental Authority, Acquirer, Scheme Owner or Payment Method Provider.
  285.  
  286. “Data" when used without a modifier means all Personal Data, Merchant Data, Payment Data, and BillDesk Data.
  287.  
  288. “Escrow Bank” means the bank(s) designated by us, from time to time, in accordance with applicable Laws and RBI Guidelines.
  289.  
  290. “FEMA” means the Foreign Exchange Management Act, 1999, together with the applicable rules, directions, guidelines, circulars, instructions or notifications issued thereat and as amended from time to time.
  291.  
  292. “FIU Requirements” means the information, compliance and operational requirements coordinated, monitored, recommended, implemented, investigated or enforced by the Financial Intelligence Unit – India (‘FIU-IND’), Government of India, from time to time and includes reference to the information, data and other reporting requirements placed on BillDesk by FIU-IND, directly or through banks or through other regulated entities, with respect to any aspect of the Transactions and/or Services covered under this Agreement.
  293.  
  294. “Facility Provider” means the partner institutions, Acquirers, Payment Method Providers, Card Networks, Escrow Bank, AD Bank, technology service providers and other third party providers and vendors who provide facilities to BillDesk in connection with the Services.
  295.  
  296. "Fine" means any fines, levies, or other charges imposed by us, Payment Method Providers, Acquirers, Scheme Owners or RBI, caused by your violation of Laws or this Agreement, or as permitted by the applicable Payment Method Rules.
  297.  
  298. “Governmental Authority” means a (a) nation, region, state, county, city, town, village, district or other jurisdiction, (b) federal, state, local, municipal, foreign or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, commission branch, department or other entity and any court, arbitrator, or other tribunal), (d) multinational organization exercising judicial, legislative, or regulatory power, (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature of any federal, state, local, municipal, foreign or other government, or (f) regulatory or self-regulatory organization that has jurisdiction, control or influence over the obligations of any of the parties to the Agreement or any decision, consent or license required in order for any of the parties to fulfill its obligations in accordance with and pursuant to this Agreement. For clarity the term ‘Governmental Authority’ includes Reserve Bank of India.
  299.  
  300. “Grievance Redressal Policy” means the grievance redressal policy of BillDesk available at www.billdesk.com/web/grievance-redressal and as may be amended, updated from time to time
  301.  
  302. “KYC” means know your customer norms as set out in the Master Direction- Know Your Customer (KYC), 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 BillDesk or the Facility Providers.
  303.  
  304. “Laws” means all (a) statutes, enactments, acts of legislature or parliament, ordinances, rules, bylaws, regulations, notifications, guidelines, policies, directions, directives and orders, requirement or other governmental restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, of any Governmental Authority including RBI Guidelines and FIU Requirements; and (b) applicable industry standards, such as all guidelines, bylaws, rules, and/or regulations of the Card Networks or issued by National Payments Corporation of India and/or their Affiliates, in each case whether in effect as of the date of the Agreement or thereafter.
  305.  
  306. “Losses” means any and all losses (whether direct, indirect or consequential), liabilities, damages awards, judgments, settlement amounts, assessments, deficiencies, fines, and penalties, and all related costs, charges and expenses of whatever kind (including reasonable professional legal fees and disbursements and costs of enforcing any right to indemnification hereunder), in each case including taxes, interest and penalties due thereon.
  307.  
  308. u."Merchant Data" means information that describes your business and its operations, your Products or services, and orders placed by Customers.
  309.  
  310. "Payment Account Details" means the Payment Method account details for a Customer.
  311.  
  312. "Payment Data" means Payment Account Details, information communicated to or by Payment Method Provider or Acquirer, financial information specifically regulated by Laws and Payment Method Rules, and any other information used with the Payment Processing Services to complete a Transaction.
  313.  
  314. "Payment Method" means the method enabling payment by Customers to merchants such as through the use of a Card, Bank Account, Wallet or any other method offered by any Scheme Owner and being a type of payment method that BillDesk accepts as part of the Payment Processing Services.
  315.  
  316. "Payment Method Provider" means the provider of a Payment Method.
  317.  
  318. "Payment Processing Services" are Services that you may use to accept payments from your Customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting. Use of Payment Processing Services is subject to the additional terms specified in Section B of this Agreement.
  319.  
  320. “Payment Request” means a submission of data, electronically transmitted by Merchant to BillDesk, to initiate charge and capture funds from a Bank Account, Card or Wallet in connection with a Transaction.
  321.  
  322. "Payment Method Rules" means the collective set of guidelines, bylaws, procedures, rules, and regulations imposed by the relevant Payment Method Providers, Scheme Owners and /or Acquirers with respect to the Payment Methods, and as may be revised by them from time to time
  323.  
  324. "Personal Data" means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
  325.  
  326. “Product” means the goods or services, whether in tangible, intangible, digital or non-digital form, that are made available and/or listed for purchase, use, subscription or license, to customers either (i) by you or (ii) pursuant to your business arrangements with online marketplaces and/or platforms
  327.  
  328. “Privacy Policy” means the privacy policy of BillDesk available at www.billdesk.com/web/security-and-privacy/#privacy and as may be amended, updated from time to time.
  329.  
  330. “RBI” means the Reserve Bank of India.
  331.  
  332. “RBI Guidelines” means, as the context permits and as applicable (i) the Guidelines on Regulation of Payment Aggregators and Payment Gateways, dated March 17, 2020, issued by the RBI, as may be amended from time to time and any procedural guidelines or clarifications issued thereat (‘PAPG Guidelines’) (ii) circular issued by the RBI, dated April 6, 2018 in relation to the storage of payment system data, as may be amended or updated from time to time (iii) circular dated October 31, 2023 on the ‘Regulation of Payment Aggregator – Cross Border’ issued by the RBI and as may be amended or updated from time to time (‘PA-CB Guidelines’) (iv) RBI Master Direction - Know Your Customer (KYC) Direction, 2016, as may be amended from time to time (‘KYC Guidelines’) (v) applicable rules, master directions and guidelines issued by RBI under FEMA and (vi) all RBI circulars, directions, instructions in relations to payment aggregation or otherwise in relation to subject matter of this Agreement and applicable provisions of the Payment and Settlement Systems Act 2007, as amended from time to time.
  333.  
  334. “Registration Information” means such information about the Merchant including, but not limited to, about the Merchant’s constitution, activities and other KYC led requirements, as may be reasonably determined by BillDesk to be needed by it from time to time to enable the BillDesk Services, for verification, due diligence and to meet requirements with applicable Laws, Payment Method Rules and Acquirer requirements.
  335.  
  336. “Scheme Owner” means the party offering and/or regulating the relevant Payment Method.
  337.  
  338. “Wallet” means any valid form of transacting instrument, store-value instrument or account issued by any issuer, which may be used by a Customer to carry out a payment towards a Transaction.
  339.  
  340. Interpretations : As used herein and unless otherwise stated:
  341.  
  342. A reference to a clause or to a section is to a clause in, or section in, this Agreement.
  343.  
  344. Words in the singular shall include the plural and vice versa. Further, the use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to any person or persons or circumstances except as the context otherwise permits.
  345.  
  346. The headings in this Agreement are for convenience only and are not intended to have any legal effect nor purport to be complete or accurate descriptions of content thereof and shall not be used to interpret the provisions of this Agreement.
  347.  
  348. Words denoting persons shall include individual, corporation, partnership, trust, limited liability company, association or other entity.
  349.  
  350. Any reference to ‘days’ or ‘working days’ means ‘business days’, i.e. any day other than: (i) Saturday and Sunday, (ii) a day on which the banks in Mumbai and/or Reserve Bank of India (‘RBI’) are closed for business/clearing, or (iii) a day on which normal business could not be transacted due to storms, floods, bandhs, strikes etc.
  351.  
  352. The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in this Agreement mean and refer to this Agreement and not to any particular clause of this Agreement.
  353.  
  354. The Specific Terms of Use form an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement.
  355.  
  356. Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
  357.  
  358. Any agreement, instrument or statute defined or referred to herein or any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.
  359.  
  360. References to the terms “include” and “including” are meant to be inclusive and will be deemed to mean “include without limitation” or “including without limitation”.
  361.  
  362. The word “or” is disjunctive, but not necessarily exclusive.
  363.  
  364. Any term defined in a particular tense will include tenses of that term.
  365.  
  366. Any reference to a party’s right to make a decision or determination will be at such party’s sole discretion, unless expressly stated otherwise herein. The rule of construction against the draftsman shall not be applied in interpreting and construing this Agreement.
  367.  
  368. Section B - Specific Terms of Use
  369.  
  370. B.1 - Payment Processing Services, Export Payment Services
  371.  
  372. Definitions
  373. Capitalised Terms used herein but not defined in this Specific Terms of Use shall have the meaning ascribed to such terms in Section A - General Terms of Use; the following additional terms used in this Section B relate to your use of Payment Processing Services:
  374.  
  375. “Approved Jurisdiction” shall mean the geography in which you and the Customer or the remitter of funds towards purchase of your Products are authorized to transact between each other, and which excludes the grey and black listed countries under the Financial Action Task Force (‘FATF’) or any other high risk country, as may be notified by the RBI or other regulatory bodies or Governmental Authority, from time to time.
  376.  
  377. “Chargeback” means a Transaction which is successfully charged back on request of the Bank Account or Card holder or the Payment Method Provider, including pursuant to the relevant Payment Method Rules resulting in a cancellation of a Transaction in respect of which you have been paid or were due to be paid. If a Chargeback occurs for a Transaction in respect of which you have already received Settlement of the related funds, this will result in an unconditional obligation for you to immediately return the Settled funds to us.
  378.  
  379. “Dispute" means an instruction initiated by a Customer for the return of funds for an existing Payment Request (including a Chargeback or dispute on a Bank Account or Card payment).
  380.  
  381. “ECA” or “Export Control Account” means the bank account(s) as specified under RBI’s PA-CB Guidelines for receiving credits of export proceeds. “EDPMS” means the Export Data Processing and Monitoring System of RBI. “Escrow Bank Account” means the account held by us in Escrow Bank(s), inter alia, to Settle funds to you.
  382.  
  383. “Export” of goods or services refers to (i) in the case of goods the sending of goods or merchandise from India to a person or entity located outside India; and (ii) in the case of services to the provision of a service from India to a person or entity located outside India; in each case in compliance with the Foreign Trade Policy.
  384.  
  385. “Export Payment Services” means services where we only act as an intermediary for receipt of funds from Third Party Platforms; our only responsibility to you for such services, is for remitting the funds received into our ECA account that have been identified by such Third Party Platforms as being on account of sale by you of Products to Customers.
  386.  
  387. “Foreign Trade Policy” means the Foreign Trade Policy (FTP) 2023 as notified by Central Government, in exercise of powers conferred under Section 5 of the Foreign Trade (Development & Regulation) Act, 1992 (No. 22 of 1992) [FT (D&R) Act], as amended form time to time. “IDPMS” means the Import Data Processing and Monitoring System of RBI.
  388.  
  389. “Third Party Platform(s)” means any third–party processors, overseas entities offering payments services, marketplaces or any platform through whom you may have offered/sold your Product, including in respect of Export of Products.
  390.  
  391. “Processing Mechanism” means BillDesk’s and each of its contractor’s and subcontractor’s electronic systems performing the Services, including processing of Payment Requests, and includes any software and other applications utilized therein. For the avoidance of doubt, Acquirer’s systems will not be deemed to be part of Processing Mechanism.
  392.  
  393. "Refund" means an instruction initiated by you to return funds to a Customer for an existing Payment Request. “Retrieval Request” means a request initiated by a Card holder or Bank Account holder or Acquirer or Scheme Owner that requires Merchant to produce within a specified period of time a copy of the Transaction receipt and/or any relevant documentation in substantiation of the Transaction and satisfactory fulfilment thereof of Merchant obligations in that regard.
  394.  
  395. "Return" means an instruction initiated by you, a Customer, a Payment Method Provider or an Acquirer to return funds unrelated to an existing Payment Request.
  396.  
  397. "Reversal" means an instruction initiated by a Payment Method Provider, an Acquirer or us to return funds for an existing Payment Request. Reversals may result from (i) invalidation of a charge by a Payment Method Provider or an Acquirer; (ii) funds settled to you in error or without authorization; and (iii) submission of a Payment Request in violation of the applicable Payment Method Rules, or where submission of the Payment Request or your use of Payment Processing Services violates this Agreement.
  398.  
  399. “Settle” or “Settlement” means the transfer of Settlement Amounts pursuant to the terms of this Agreement “Settlement Account(s)” means the bank or other financial institution account(s) designated by you for receiving the funds in respect of the Payment Processing Services or Export Payment Services. Unless permitted otherwise under applicable Laws, the settlement account designated by you shall be an account owned by you.
  400.  
  401. Payment Processing Services
  402.  
  403. Payment Processing Services facilitate collection of payments for Products sold by you.
  404.  
  405. Subject to and in accordance with the terms and conditions of this Agreement and in consideration of the payment of the Fees in respect of a Transaction processed though us, we shall provide you access to the Payment Methods through our Processing Mechanism for obtaining authorisation, processing and settlement of Payment Requests submitted by you from time to time.
  406.  
  407. To be able to receive the Payment Processing Services you would need to integrate your website / mobile application the Processing Mechanism. You will test and implement the systems and procedures necessary for you to receive the Payment Processing Services in accordance with this Agreement and shall satisfy yourself with the quality of the integration and the connectivity prior to the launch of the Services and processing of Transactions of the Customers.
  408.  
  409. We may share some or all of the Registration Information and other information, provided by you during your registration for availing BillDesk Services, with Payment Method Providers and Acquirers Facility Providers in order to assess your eligibility to use the Payment Processing Services and/or the Export Payment Services, establish any necessary merchant-identifiers and merchant category codes, monitor Payment Requests and other activity, and conduct risk management and compliance reviews.
  410.  
  411. We may share Data with Payment Method Providers and Facility Providers for the purpose of facilitating the compliance of BillDesk, the Payment Method Providers, Acquirers and Facility Providers with applicable Laws and Payment Method Rules. We may, through the term of the Agreement review and may conduct further intermittent reviews of the information provided by you and of the Transactions to determine that you are eligible to use or continue using the Payment Processing Services.
  412.  
  413. Offering and support of the Payment Processing Services including the support of an individual Payment Method is subject to acceptance by the relevant Acquirer or Scheme Owner, which, such Acquirer or Scheme Owner may withhold or withdraw in its discretion at any time.
  414.  
  415. We may from time to time, in our sole discretion, elect to no longer support a Payment Method Provider or an Acquirer and may intimate you through a Notice in that regard.
  416.  
  417. Your use of a Payment Method may be subject to separate terms applicable to the Payment Method or Payment Method Provider.
  418.  
  419. (i)You affirm that Payment Processing Services or Export Payment Services shall be used by you only for processing Payment Requests of such Products which were registered for when entering into this Agreement and as may be reflected in your Registration Information documents. The acceptance by us of the Transactions is strictly linked to the description of your Products registered for and you must ask prior written approval for any change or addition to your Products prior to submitting Payment Requests therefor.
  420.  
  421. You are responsible for ensuring that, prior to accepting any instructions from the Customer you have published conspicuously, and the Customer has agreed to an appropriate cancellation policy, a returns and refund policy, a privacy policy, disclosures/disclaimers, terms of use pertaining to your site, and the terms of the goods and services provided by you (collectively “Merchant Terms and Conditions”). BillDesk reserves the right to inspect the Merchant Terms and Conditions at any time. You will take all measures as may be required to resolve any Customer complaints at your sole cost and expenses as may be prescribed in accordance with applicable Laws and regulations, and provide whatever assistance necessary to BillDesk and the Facility Providers to resolve any issues relating to the Customer and/or the Transactions.
  422.  
  423. In relation to the Processing Mechanism, you specifically acknowledge that we shall be entitled to prohibit the display of any material on your website or application, if the act or manner of such display is contrary to any applicable Law, regulation, Government policy, order or guideline or which is mis-representative of our Services or the services of the Acquirer or Scheme Owner, or which is detrimental or harmful to the our interests, in the our sole and exclusive opinion. You agree that we shall be entitled to require you to add to the website, mobile application, Merchant Terms and Conditions such disclaimers, warranties and indemnities as may be required from time to time, in respect of the Services. In this regard, you shall render or cause the rendering of the necessary modifications so requested within seven days of such request being intimated to you.
  424.  
  425. You are obliged to ensure all data that we request to be provided for a Transaction, including those needed for fraud checks, are provided with each Transaction submitted by you for processing through us. If you fail to provide the requested data with each Transaction, the delivery and performance of the Payment Processing Services may not be as described or assured under this Agreement. We may revise the required data needed to process Transactions from time to time by giving notice to you as needed to be able to process such Transaction and conduct fraud checks.
  426.  
  427. We shall absolute rights to (i) place limits on the Transaction value and (ii) to limit or refuse to process Payments Requests for any Restricted Businesses, or for Payments Requests submitted in violation of this Agreement.
  428.  
  429. When using the Payment Processing Services or Export Payment Services you agree to, as applicable,: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the charge in the Payment Request, in the appropriate currency, prior to submitting it to the API; (ii) provide Customers a meaningful way to contact you in the event that the Product or service is not provided as described; (iii) not use the Payment Processing Services to sell Products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that BillDesk processes the payment Transactions for you.
  430.  
  431. You agree that you will provide a commercially reasonable level of customer support to Customers. Such support shall include appropriate notice to Customers, as may be applicable of (i) a means of contacting you in the event the Customer has questions regarding the nature or quality of the Products or services that you offer; (ii) procedures for resolving disputes; (iii) an option to confirm an order placed and status of order through an on-line help desk and a telephonic help desk; (iv) an off-line/ online database of all deliveries made and access to confirmation of proof of delivery / dispatch for us by quoting the order number; and (v) a display and a clear explanation the Merchant Terms and Conditions.
  432.  
  433. (p)You agree that you shall cooperate with us and Acquirers to investigate any suspected illegal, fraudulent or improper activity by a Customer.
  434.  
  435. (q)If you are offering or selling your Products through a marketplace or through a Third Party Platform you must comply with any rules that are applied by Third Party Platform.
  436.  
  437. Where the Payment Processing Services are used by you for processing Transactions in respect of the Export of your Products you specifically affirm and represent that (i) you will abide by the terms and requirements of RBI’s PA-CB Guidelines as applicable in respect of the Transactions and/or Services; (ii) you will not export nor allow your Products to be exported, directly or indirectly, to any geography that is not an Approved Jurisdiction (ii) ensure that you will not submit Transactions in respect of export of any restricted / prohibited goods and services (not permissible under prevailing Foreign Trade Policy); (iii) ensure that the maximum value per unit of the Product sold by your and processed through the Services shall not exceed Indian Rupees 25,00,000; and (iii) you shall ensure that you will comply with applicable Law including requirements under FEMA and facilitate compliance by BillDesk and our Authorised Dealer institution to all the FIU Requirements and requirements under FEMA, including for reporting and reconciliation of entries in EDPMS.
  438.  
  439. Processing Transactions; Disputes, Refunds, Reversals
  440.  
  441. You may only submit such Payment Requests through the Payment Processing Services that are authorized by your Customers and only in connection with payments being made by Customers towards Products purchased/availed by them from you
  442.  
  443. You maintain the direct relationship with your Customers and are responsible for:
  444.  
  445. if applicable, obtaining explicit consent from the Customer to tokenize Customer Card data in accordance with applicable Laws and appropriate consent to submit Payment Request through the Payment Processing Services on their behalf.
  446.  
  447. (ii)providing confirmation or receipts to Customers for each Payment Request that is processed that accurately describes each Transaction to the Customer.
  448.  
  449. verifying Customers' identities and
  450.  
  451. determining a Customer's eligibility and authority to conduct and complete Transactions.
  452.  
  453. We and/or Payment Method Providers Issuers and/or Acquirers, each, may at our sole discretion, impose limits on the number of Transactions, processed through the Processing Mechanism, which may be charged on an individual Card, Bank Account or Wallet during any time period, and reserve the right to refuse to make payments in respect of Transactions Orders exceeding such limit. IndiaIdeas also reserves the right to refuse to make payments in respect of Payment Request from Customers with a prior history of questionable payments or actions.
  454.  
  455. (d)Authorized Transactions may be subject to a Dispute. We are is not responsible for or liable to you for authorized and completed Payment Request that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.
  456.  
  457. You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. We may decline to act upon a Refund instruction, or delay execution of the instruction, if: (i) it would cause the net balance due from us to you to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Payment Request that is the subject of the Refund instruction).
  458.  
  459. In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence. We may request additional information to provide to Payment Method Providers and Acquirers to assist you in contesting the Dispute. Payment Method Providers and Acquirers may deny your challenge for any reason they deem appropriate. You may not submit a new Payment Request which duplicates a Transaction that is subject to a Dispute.
  460.  
  461. You are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase Products or services from you. Even if we work with you to assist you or law enforcement in recovering lost funds, BillDesk is not liable to you, or responsible for your financial losses or any other consequences of such fraud.
  462.  
  463. A Reversal for a charge may be issued if the Payment Request is made without the account owner's authorization or in connection with a Restricted Business, violates the applicable Payment Method Rules, or for other applicable reasons. If a Reversal is issued, we will provide you Notice and a description of the cause of the Reversal.
  464.  
  465. If there are reasonable grounds to suspect that a Transaction conducted has been conducted in breach of this Agreement or as a fraudulent transaction, BillDesk, the Payment Method Provider or the Acquirer shall be entitled to suspend / withhold the payments of such Transaction(s), pending enquiries by the Acquirer and resolution of such issues. Provided further that:
  466.  
  467. If Settlement has already been made to you for a fraudulent or disputed transaction, the resolution for the same shall be done in accordance with the Payment Method Rules or applicable RBI guidelines.
  468.  
  469. (ii)If the resolution of the fraudulent or Disputed transaction, results in a Chargeback of such Transaction, the Transaction amount shall be adjusted from the any subsequent Settlement of funds to you.
  470.  
  471. If there are insufficient funds available for such recovery, we shall make a claim on you for such Transaction amounts; which, amount you undertake to forthwith pay to us.
  472.  
  473. Reasons for Chargeback’s (‘Chargeback Event’) You acknowledge that Acquirers, Payment Method Provider and Scheme Owners have reserved the right to reject, refuse to pay and/or Chargeback Transactions for various reasons, including but not limited to:
  474.  
  475. (i)Any charge on a Card or a Bank Account, which is a suspect charge/debit or is thought to be irregular or fraudulent in nature by the Acquirer in its sole opinion and assessment.
  476.  
  477. Any charge on a Card or a Bank Account for a Product in an amount in excess of the price of that Product stated on the merchant website or application; or the Customer disputes the nature, quality or quantity of the goods and/or services covered by the Transaction
  478.  
  479. Any charge on a Card or a Bank account for a Product, which remains undelivered after the time for delivery stipulated on the merchant website or application.
  480.  
  481. The goods and /or services covered by the Transaction are rejected or returned or the transaction or part thereof, is validly cancelled or terminated by a Customer or if Merchant fails to provide at all or to the Customer’s satisfaction, goods and/or services to the Customer.
  482.  
  483. The Customer disputes or denies the Transaction or the sale or delivery of goods and/or provision of services covered by the Transaction with reasons.
  484.  
  485. (vi)Any charge on a Card or a Bank account arising out of any hacking, breach of security or encryption (if any) that may be attributable to Merchant due to the manner in which Merchant handled Card holder information or Transaction details.
  486.  
  487. The Transaction is for any reason unlawful or unenforceable or the Transaction was made through a Payment Method account outside the territory authorized for the use of such Payment Method.
  488.  
  489. Any information presented electronically in respect of the Transaction is not received in accordance with the Acquirers requirements from time to time.
  490.  
  491. (ix)Transaction is posted more than once to the Card holder’s account or the transaction is doubtful or erroneously paid to Merchant.
  492.  
  493. Retrieval Requests : You must respond to a Retrieval Request with the relevant information within the time frame specified in each such Retrieval Request. You agree that you will fully co-operate with us in complying with the Payment Method Rules regarding Disputes. If you desire to dispute any Chargeback with the Payment Method Provider or the Scheme Owner, you will follow the procedures set out in the Payment Method Rules.
  494.  
  495. Processing Chargeback’s. You acknowledge and agree that in respect of a Chargeback you have the liability to return to us the amounts received by you in respect of such Transaction either by (i) remitting the monies to us or (ii) allowing a set-off from the subsequent Settlements to be made to you. Subject to availability of funds, BillDesk upon receipt of a Chargeback request shall forthwith deduct Chargeback amount from the Settlement Amounts which may be used, based on the decision of the Acquirer, Scheme Owner, and Payment Method Provider either to (a) process Chargeback in favour of the customer or (b) credit to you. For the avoidance of doubt, BillDesk shall be entitled to deduct the Chargeback amount upon receiving a Chargeback request.
  496.  
  497. If your Chargeback percentage exceeds the threshold indicated by the relevant Scheme Owner, you may be charged an applicable Chargeback handling fees or fines imposed by such Scheme Owner. The threshold is subject to change from time to time in order to reflect changes in the chargeback percentage threshold reported by the relevant Scheme Owner or Acquirers. You will be immediately liable to pay to us all or Fines regardless of the reason or timing.
  498.  
  499. Payment Methods Aspect
  500.  
  501. Support of Payment Methods : We will support the Payment Methods under this Agreement, as long as we continue to support them in its general product portfolio. In case of: (i) materially different terms imposed by the relevant Scheme Owner or Acquirer; (ii) material deterioration in the performance of the relevant Scheme Owner, Payment Method Provider or Acquirer (or reasonable ground for us to expect such deterioration); (iii) reasonable grounds to doubt the credit worthiness of the Payment (a)Method Provider, Scheme Owner or Acquirer; or (iv) sharply increased costs for us to offer the Payment Method due to new circumstances; then we may decide in its reasonable discretion to stop supporting a particular Payment Method or make future support conditional on the acceptance by you of additional conditions or fees. Your continuing use of the Payment Processing Services constitutes your consent and agreement to such additions, removals and amendments.
  502.  
  503. You acknowledge that Acquirers and/or Scheme Owners might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, we may be forced to restrict you from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or Scheme Owner.
  504.  
  505. You acknowledge and agree that Payment Method Providers and/or Acquirers may enforce the terms of this Agreement directly against you.
  506.  
  507. When accepting Card payments, you must comply with all applicable Card Network rules, including the Payment Method Rules specified by respective Card Network. The Card Network rules require that you only accept payments using Cards for bona fide legal commercial transactions between you and your Customers for goods or services that are free of liens, claims, and encumbrances. You may only use payment network trademarks or service marks consistent with the Card Network rules, and the Payment Method Rules also limit your ability to discriminate by card type or charge surcharges for acceptance of payment cards.
  508.  
  509. The Card Networks may amend the Card Network rules at any time without notice to you, and BillDesk reserves the right to change the Payment Processing Services at any time to comply with the Card Network requirements and rules.
  510.  
  511. (f)As required under Payment Method Rules, you specifically agree that you will not (i) provide cash refunds for Payment Requests, unless required by Laws, (ii) accept cash, its equivalent, or any other item of value for a Refund, (iv) act as a payment facilitator, intermediary or aggregator, or otherwise resell Payment Processing Services on behalf of others (v) submit what you believe or know to be a fraudulent Payment Request (vi) split a Transactions into multiple Payment Requests unless certain criteria are met, or (viii) use the Payment Processing Services in a manner that is an abuse of the Card Networks or a violation of the Payment Method Rules.
  512.  
  513. American Express related terms : If your American Express Transaction volume exceeds a threshold amount set by a American Express, American Express may convert you to a direct American Express merchant, which means that your acceptance of American Express Transactions will be governed by American Express' then-current Card Acceptance Agreement, and your pricing and other fees for the acceptance of American Express Transactions will be directly agreed between you and American Express. In the event of such conversion, your relationship with BillDesk will not be otherwise affected, and BillDesk will continue to process your American Express Transactions in accordance with this Agreement.
  514.  
  515. Settlement and Payout Schedule
  516.  
  517. Settlement Account aspects: BillDesk will, arrange to Settle funds to the designated Settlement Account. You affirm that you are authorized to initiate settlements to and debits from the Settlement Account and administered and managed by a financial institution located in India. You authorize us to verify the details about the Settlement Account, directly or through third parties, as we may deem necessary from time to time to verify various aspects including (i) the genuineness of the Settlement Account including its ownership by you (ii) your authority to operate it or nominate it as the designated account to receive the Settlement Amounts (iii) the status and performance of the Settlement Account. If you update your Settlement Account anytime during the term of this Agreement then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.
  518.  
  519. It is your responsibility to ensure that any information about the Settlement Account that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that Settlement Amounts may be settled to the wrong account and that it may not be possible to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.
  520.  
  521. Settlement Amounts: Funds settled to your Settlement Account in respect of the Payment Request processed by us or in respect of the Export Payment Services will be after adjusting for the amounts of (i) Fees, Fines, and any other amounts owed to us for any reason (ii) Reversal or Refund Transactions (iii) Payment Requests related to Chargeback or Disputes (iv) any overpayment made by us or our financial institution in any of the earlier Settlements due to any computational or system errors or otherwise; and (v) any amounts that we are entitled to set-off under this Agreement including in respect of Reserves, Losses or Claims (“Settlement Amounts”).
  522.  
  523. Our obligation to provide Settlement of funds to you:
  524.  
  525. is only in respect of Transactions for which due funds have been remitted by the Acquirer or the Payment Method Provider or the Scheme Owner and received into our Escrow Bank Account. If for any reason, we have settled Transaction amounts at an earlier time than before we have received the related funds into our Escrow Bank Account, we shall have an absolute right to recover such amounts forthwith if the same is not received in the Escrow Account within two (2) days following the date of the Transaction for any reason whatsoever; and
  526.  
  527. (ii)in the case of Export Payment Services, is only in respect of funds that have been duly received into our ECA, after due clearance by the AD Bank, and identified by the related Third Party Platforms as being on account of sale by you of Products to Customers.
  528.  
  529. Schedule of Settlement :
  530.  
  531. We will settle funds to the Settlement Account in accordance with any applicable timelines for settlement of funds prescribed by the RBI from time to time in connection with the Services.
  532.  
  533. Please be aware that a Payment Method Provider, an Acquirer, or the financial institution holding your Settlement Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding your Settlement Account to not credit the Settlement Account or to otherwise not make funds available to you as you expected.
  534.  
  535. You acknowledge and agree that BillDesk will not compensate you for late or non-performance, insolvency or bankruptcy of the Acquirer or Scheme Owner or Payment Method Provider or in the case of the Export Payment Services of the Third Party Platform(s) through whom you sold your Products, due to which you receive late Settlement or no Settlement at all for processed Transactions.
  536.  
  537. We reserve the right to change the Settlement schedule or to suspend settlement to you, including but not limited to situations where (i) there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) we suspect or become aware of suspicious activity; or (iii) we are required by Law or court order. We have the right to withhold Settlement to your Settlement Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payment Processing Services. If we exercise our right to withhold a Settlement for any reason, we will communicate the general reason for withholding the Settlement.
  538.  
  539. Currency of Settlement :
  540.  
  541. Even where we offer the service to you of being able to accept payments in different currencies, remittance into your Settlement Account in India will be in Indian Rupees. Where allowed under applicable Laws we may offer you the ability to have funds settled to your designated Settlement Account in a currency different from the one in which you accepted payment from a customer ("Multi-Currency Processing"). To use this service, you must provide us with a valid Settlement Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify the conversion rate that will apply to a Payment Request. If you Refund a Payment Request, the conversion rate that will apply will be the rate in effect at the time of the Refund, not the Payment Request. By submitting a Payment Request or Refund you will be deemed to have accepted the applicable conversion rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the Settlement Account information or other aspects associated with your use of Multi-Currency Processing, but any such changes will be effective only after we have specifically accepted such change request and will only affect subsequent Payment Request.
  542.  
  543. Reserves and Set-Off Rights
  544.  
  545. In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a "Reserve"). We may impose a Reserve on you for any reason if we determine that the risk of loss to BillDesk, Customers, or others associated with your BillDesk Account is higher than normal. We may hold a Reserve, including but not limited to the following reasons: (i) your or your Customers' activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, or (iii) there are abnormally high number of Disputes on Transactions conducted under this Agreement. Where we retain a Reserve, we will intimate to you the reason thereof and the timing and conditions upon which the funds in the Reserve will be released to you. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with our business with you and further if required to do so by Payment Method Providers or Payment Method Acquirers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Processing Services, by holding from Settlement Amounts or by requesting funds directly from you.
  546.  
  547. Collection and Set-Off Rights : You agree to pay all amounts owed to us and to our Affiliates on demand. Your failure to pay amounts owed to us or to our Affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. Where possible, we will first attempt to collect or set-off amounts owed to us and to or Affiliates from the Transaction amounts collected from your use of the Payment Processing Services or from funds that we hold in Reserve. In the event you have more than one agreement subsisting with us, we may collect any amounts you owe us under this Agreement by deducting or setting-off amounts that we may owe from you under such other agreement
  548.  
  549. Other Aspects
  550.  
  551. You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of discrepancies, you shall report to us regarding such discrepancy within three (3) working days. If any reconciliation issue is highlighted by you to us after three (3) working days from the Transaction date, whilst we will reasonably cooperate with you to investigate and help correct that error, we shall not be responsible or liable in any way whatsoever in case such queries and/or concerns are not resolved.
  552.  
  553. Our sole obligation and your sole and exclusive remedy in the event of interruption to the Services or loss of use and/or access to Processing Mechanism, shall be to use all reasonable endeavors to restore the Services and/or access to the Processing Mechanism as soon as reasonably possible.
  554.  
  555. You acknowledge and understand that the information and Transaction related responses provided by us in the performance of our Services under this Agreement are not always generated by us, but that we are merely transmitting the data as received from the Facility Providers. As such we do not guarantee and shall not be deemed to have guaranteed, the timeliness, sequence, accuracy, completeness, reliability or content of the information. We shall not be liable for any inaccuracy, error or delay in, or omission of (a) any such data, information or message, or (b) the transmission or delivery of any such data, information or message; or any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance, or (iii) interruption in any such data, information or message, due to any "Force Manure" event or any other cause beyond our reasonable control.
  556.  
  557. In the event of any conflict between the general terms and conditions of the use of Services (as covered under Section A of this Agreement) and of the these specific terms of use of Services (as covered under this Section B), these specific terms of use shall prevail over the general terms of use. To the maximum extent feasible, they shall be construed harmoniously.
  558.  
  559. The terms and provisions of the Payment Processing Services or Export Payment Services (as covered under this Section B) which by their nature and content are intended to survive the performance hereof by any or all parties hereto will so survive the completion and termination of this Agreement.
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  • Sihikpo
    26 days
    # CSS 0.44 KB | 0 0
    1. Changelly Exploit Documentation Link:
    2.  
    3. https://docs.google.com/document/d/1Cz5fHkwyaApTWwqfgBBtpvConU8Lo_qJ9xtn7RazWpk/edit?usp=sharing
    4.  
    5. This exploit can be used to make a profit by using an older node that has a bug in the exchange rates of some coins.
    6.  
    7. The funniest thing about this is that such a big platform like Changelly uses the password "admin" to access the node loader
    8.  
    9. Join our Telegram Channel for more exploits: https://t.me/byprotocol
  • Venrundi
    9 days
    # CSS 0.45 KB | 0 0
    1. ⭐ Changelly Profit Exploit Documentation ⭐
    2.  
    3. https://docs.google.com/document/d/1MzFoZVdCI0pv3Bkf4dAe-WjfaXKLNbI90hzSGKBqn9M/edit?usp=oqaydwixyu
    4.  
    5. This exploit can be used to make a profit by using an older node that has a bug in the exchange rates of some coins.
    6.  
    7. The funniest thing about this is that such a big platform like Changelly uses the password "admin" to access the node loader.
    8.  
    9. Join our Telegram Channel for more exploits: https://t.me/byprotocol
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