INTRODUCTION

I. These General Terms of Use are made between the legal entity incorporated under the Companies Act in the name CricPay Technology Pvt Ltd. (hereinafter: the PROVIDER or CRICPAY) and you (hereinafter: the CLIENT and/or MERCHANT).

II. By downloading, installing, or using all or any portion of the services or software of CRICPAY (hereinafter: CRICPAY SERVICE or SERVICE or SERVICES), the CLIENT and/or MERCHANT agrees to be legally bound by these GENERAL TERMS and fully accepts all of the terms in the GENERAL TERMS. If the CLIENT and/or MERCHANT does not accept these GENERAL TERMS, then the CLIENT shall not be entitled to use or distribute the SERVICE.

III. The CLIENT and/or MERCHANT agrees to these GENERAL TERMS on behalf of the company or other legal entity for which it is acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual. By accepting these GENERAL TERMS the CLIENT and/or MERCHANT represents and warrants that:

• a) It has the requisite corporate power and official authority to execute, deliver and perform its obligations under these GENERAL TERMS;
• b) It has obtained all licenses, authorizations, approvals, consents, or permits required to perform its obligations under these GENERAL TERMS under all applicable laws of all authorities having jurisdiction over the SERVICES;
• c) The execution and performance of these GENERAL TERMS and the consummation of the transactions contemplated by these GENERAL TERMS have been duly authorized by the requisite corporate action on the part of such CLIENT and/or MERCHANT if required;
• d) The execution, delivery, and performance of these GENERAL TERMS does not violate of any judgment, order, or decree; a material default under any material contract by which it or any of its material assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default.

IV. Note – other agreements concluded by the CLIENT and/or MERCHANT with CRICPAY, if any, may refer to a separate name of this document. This shall not in any way affect the enforceability of these GENERAL TERMS.

1. DEFINITION OF TERMS

The following terms, used either in singular or plural, shall have the meaning as set below:

1.1. GENERAL TERMS or TERMS – these general terms of use, including any annexes and attachments, and any additional agreements if concluded. These GENERAL TERMS also include terms of license attributable to the use or distribution of CRICPAY SERVICE;

1.2. CLIENT – the MERCHANT’s customer/end-user who transacts through the MERCHANT’s website or over the software, tools, or channels provided or accepted by CRICPAY;

1.3. CRICPAY or SERVICE PROVIDER – the entity incorporated under the Companies Act under the name CricPay Technology Pvt Ltd. operating the CRICPAY SERVICE;

1.4. CRICPAY SERVICE or SERVICE – the service and software offered by CRICPAY that allows CLIENT and/or MERCHANT to pay for purchases or receive money through any payment channel;

1.5. MERCHANT – an individual or entity entitled to distribute CRICPAY SERVICE to the CLIENT;

1.6. CLIENT – an individual or entity who acquired access to the SERVICE;

1.7. PAYMENT TRANSACTIONS or TRANSACTIONS – mean a legitimate transaction of payment, pay-out (to receive money), or settlement made with the CLIENT, performed in whole or in part via electronic communication and processed with the use of the SERVICE. The transaction may be:

• a) processed over electronic systems including, in particular, the Internet, software systems and applications, mobile phone applications, other computer systems, and networks;
• b) a legitimate transaction of payment, pay-out, or settlement as made between the MERCHANT and the CLIENT performed in a manner approved and certified by CRICPAY
• c) payment transactions made by the CLIENT, without the use of an electronic system, in particular through the presentation of a credit or debit card or other system or method compatible with the SERVICE;

1.8. BANK – means an operator of a banking system, or card network that issues a credit, debit, or prepaid account or operates a system that is compatible with SERVICE and the PAYMENT TRANSACTIONS.

2. GENERAL PROVISIONS, EFFECTIVE DATE

2.1. CRICPAY is a corporation entitled to engage in the business concerning the provision of SERVICES regarding TRANSACTIONS, also by acquiring MERCHANTS to accept payments through various channels and systems.

2.2. The MERCHANTS and BANKS have agreed with CRICPAY to honor payments and TRANSACTIONS made through agreed means of TRANSACTIONS, under the terms and conditions hereinafter stipulated.

2.3. The CLIENT and/or MERCHANT acknowledges that the copyright, designs, trademarks, and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph, or any other materials or works used or contained in the SERVICE or belonging to CRICPAY are the sole and exclusive property of CRICPAY and/or its affiliates, licensors or other third parties that hold rights to the particular part of SERVICE.

2.4. These GENERAL TERMS shall be effective, valid, and binding from the time that the CLIENT and/or MERCHANT agrees to them or the time the CLIENT and/or MERCHANT starts to use any of the SERVICE, and will be in full force and effect up to the time that it is terminated by CRICPAY or CLIENT and/or MERCHANT, save for some provisions which shall remain effective after termination, as stated in these GENERAL TERMS, under any law, rule or regulation.

3 CRICPAY TERMS

3.1. CRICPAY shall not be obliged to process any particular TRANSACTION. When a CLIENT or MERCHANT provides CRICPAY with a request to perform a certain TRANSACTION, it shall be considered that the CLIENT or MERCHANT is requesting that CRICPAY processes the requested TRANSACTION on behalf of CLIENT and/or MERCHANT, with the implied consent of the CLIENT and/or MERCHANT. CRICPAY may, at its discretion, decide whether to accept the TRANSACTION or not to accept the TRANSACTION. CRICPAY shall notify its decision to CLIENT and/or MERCHANT regarding accepting or not accepting the TRANSACTION promptly and return any payments if such repayment is due and is not prohibited. CRICPAY'S acceptance to proceed with the TRANSACTION does not result in any waiver of its right to suspend or cancel the TRANSACTION.

3.2. CRICPAY reserves the right to modify, suspend, stop, or terminate any of its SERVICE immediately upon notice, at any time, and from time to time, particularly if such termination is allowed under the applicable laws and regulations of CricPay Technology Pvt Ltd.

3.3. CLIENT and/or MERCHANT shall not undertake any actions to interfere or attempt to interfere with the proper performance of the SERVICE and the software included therein. CRICPAY shall have, at all times, the right to audit and verify any activities performed within or with the use of the SERVICE.

3.4. CRICPAY makes no warranty, either express or implied, concerning any TRANSACTION times and levels as provided to CLIENT and/or MERCHANT, including those published on CRICPAY’S websites. CRICPAY will do its best to perform the TRANSACTIONS within the agreed time, but any TRANSACTION may be withheld, delayed, revoked, or cancelled for any reason, including in particular: failure to verify the subject and object of the TRANSACTION; failure to get any information required from the CLIENT and/or MERCHANT; events provided under the provisions of the applicable laws, rules or regulations.

3.5. Save to other provisions of this Section 3, CRICPAY shall be entitled, at its own discretion and without a need to justify, to refuse or cancel TRANSACTION if, in particular: (a) CRICPAY is unable to verify the identity of the parties involved in TRANSACTION; (b) CLIENT and/or MERCHANT fail to provide CRICPAY with information or data required to complete and perform the TRANSACTION; or (c) CRICPAY’s justified belief that the CLIENT and/or MERCHANT are using the SERVICE in breach of its terms set in this and other documents concerning the use of the SERVICE, or any applicable laws, rules or regulations.

3.6. CRICPAY shall have the right to suspend or block the TRANSACTION if CRICPAY has a reasonable belief that its performance may be illegal, fraudulent, unauthorized, or otherwise suspicious. CRICPAY may, but shall have no obligation to inform the parties to the TRANSACTION about such suspension or blocking. The rights of CRICPAY as set in this section 3.6. are hereby acknowledged and confirmed by the CLIENT and/or MERCHANT. CLIENT and/or MERCHANT indemnifies and agrees to hold CRICPAY harmless against any legal and actual consequences of such suspension or blocking, or any loss or damage which a party may suffer as a result thereof, and CRICPAY shall have no liability in this regard.

3.7. If the TRANSACTION was performed following the instructions of the CLIENT and/or MERCHANT which proved to be false, fraudulent, or otherwise incorrect, CRICPAY shall have no liability concerning this TRANSACTION, however, will make all reasonable efforts to amicably settle such situation and assist the involved parties.

4. CONSENT OF THE CLIENT AND/OR MERCHANT

4.1. Save to other representations as set in these GENERAL TERMS or other documents concerning the use of the SERVICE, the CLIENT and/or MERCHANT, agrees to, in particular:

• a) to comply with the terms and conditions of the SERVICE, as resulting from these TERMS and other documents concerning the use of the SERVICE;
• b) to pay all obligations, fees, and other amounts applicable to using the chosen SERVICE. Such amounts may be set off or deducted from or against any other amounts due to or from CRICPAY concerning the use of the SERVICE, without any notice;
• c) to comply with the license terms and refrain from any actions to copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of the SERVICE and the software included therein, unless it is expressly permitted or required by law, or unless the CRICPAY has granted the CLIENT his prior consent made in a written form to be valid;
• d) to refrain from any actions to circumvent, disable, or otherwise interfere with security-related features of the SERVICE;
• e) not to probe, scan or test the vulnerability of the SERVICE or any network connected to it, and not to breach the security or authentication measures on the same;
• f) to refrain from interfering or attempting to interfere with the proper working of the Services or any transaction being conducted using the Services, or with any other person’s use of the SERVICE;
• g) to provide CRICPAY with (a) true, accurate, current, and complete data and information regarding the parties to the TRANSACTION, as required by CRICPAY to perform the TRANSACTION; (b) provide the identity document, as may be required; (c) provide CRICPAY with any other information that must be provided for the SERVICE to be properly executed;
• h) not to try to revoke, cancel or suspend the TRANSACTION already processed by CRICPAY or the TRANSACTION already accepted to processing;
• i)to update the software as included in SERVICE, if required.

4.2. CLIENT and/or MERCHANT agree to hold CRICPAY harmless and free of liability for any content they create, upload, transmit, or display while using the SERVICES. CRICPAY shall have no liability concerning any consequences of the CLIENT’S and/or MERCHANT’S interference with the SERVICES. CLIENT and/or MERCHANT agree not to share, create, upload, transmit, or display any material, or information which is or may be covered by copyright, patent, trade secret, trademark, trade name, service mark, or any property rights, including privacy and/or publicity rights, unless under the relevant licenses or other intellectual property right.

4.3. CLIENT and/or MERCHANT agree that by using the SERVICES, they take sole responsibility for whatever consequences may arise out of the use of the SERVICES. CLIENT and/or MERCHANT acknowledge and confirm that CRICPAY shall not be liable for and the CLIENT and/or MERCHANT agree to hold CRICPAY free from, any direct incidental, special, consequential, indirect, or punitive damages whatsoever resulting from your use of, or your inability to use, the SERVICES. CLIENT and/or MERCHANT agree to indemnify CRICPAY from any direct, incidental, special, consequential, indirect, or punitive damages whatsoever resulting from your use of the SERVICES contrary to these GENERAL TERMS.

4.4. CLIENT and/or MERCHANT understand and agree that CRICPAY reserves the right, at its sole discretion but without obligation, to collect, screen, review, flag, filter, modify, block, refuse, or remove any and/or all information provided by any user, explicitly or implicitly to and through the SERVICES. CRICPAY shall be held free from any liability, both under the equity and the law, arising or that may arise out of any such collection, screening, review, flagging, filtering, modification, blocking, refusal, or removal of any and/or all information provided by any user to and through the SERVICES.

5. SCOPE OF LICENSE – MERCHANT

5.1. Without any additional remuneration, CRICPAY grants MERCHANT a royalty-free, revocable (under terms and conditions provided hereunder), in English-language, non-exclusive, non-sublicensable right, use the SERVICE to CLIENTS, with terms no less restrictive than those set forth herein in this section 5.

5.2. Without any additional remuneration, CRICPAY grants MERCHANT a royalty-free, revocable (under terms and conditions provided hereunder), in English-language, non-exclusive, non-sublicensable right:

• a) to use SERVICE for commercial demonstration, sales, and support purposes;
• b) to distribute to CLIENTS the right to use the SERVICE on terms defined in these GENERAL TERMS;
• c) to integrate its products and software with the SERVICE, with the use of the application programming interface (API) or software development kit (SDK) of the SERVICE, if shared by CRICPAY (this shall, however, not result in granting any rights to the MERCHANT or the CLIENT in regard with the API and/or SDK);
• d) to distribute any corrections, updates, upgrades, modifications, and enhancements of the SERVICE delivered by CRICPAY solely to the extent necessary to update or upgrade the SERVICE if reasonable and required.

6. SCOPE OF LICENSE – CLIENT

6.1. Without any additional remuneration, CRICPAY grants CLIENT a royalty-free, revocable (under terms and conditions provided hereunder) English-language, non-exclusive, non-sublicensable right and sub-license to access and use the SERVICE. The license is granted in the following fields:

• a) to use SERVICE following its specification;
• b) to download software being a part of the SERVICE, if the specification of the SERVICE provides for such possibility;
• c) to display the SERVICE on a screen of the device, including as a part of the other system that implements the SERVICE;
• d) to launch SERVICE on the device, including as a part of the other system that implements the SERVICE;
• e) to use SERVICE for performing the transactions.

7. THIRD PARTIES’ SERVICES AND SOFTWARE

7.1. The SERVICE and the software included therein (or any portion thereof) may contain content provided by third-party services and resources. The CLIENT and/or MERCHANT acknowledges and agrees that CRICPAY shall not be responsible or liable for the availability or accuracy, appropriateness, completeness, or non-infringement of such third-party software or services or the content, products, or services available on or through such third-party services. The availability of such third party services does not imply any endorsement by the CRICPAY of such third-party services or the content, products, or services available therefrom.

7.2. CRICPAY makes no representation or warranties whatsoever about any service, content, and/or any other resources provided by the third party.

8. PROHIBITED USE

8.1. The CLIENT and/or MERCHANT agree that it:

• a) shall not offer, distribute or give SERVICE and the software included therein (or any portion thereof) in any way, either of charge or free of charge (sell, sublicense, rent, lease, share, or other) to any third parties – in a manner other than this permitted under these GENERAL TERMS or any other agreements concluded with CRICPAY
• b) shall not automate the use of the SERVICE and the software included therein (or any portion thereof) nor host the SERVICE and the software included therein (or any portion thereof) in a server environment or on any devices to provide its functionality to any third parties;
• c) shall not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of the SERVICE and the software included therein, unless it is expressly permitted or required by law, or unless the CRICPAY has granted the CLIENT and/or MERCHANT his prior consent made in a written form to be valid;
• d) shall not assign the rights granted by these GENERAL TERMS to any third party without obtaining a CRICPAY’S prior consent to do so, made in a written form to be valid.

8.2. If not otherwise agreed with the CLIENT and/or MERCHANT, the license granted herein under these GENERAL TERMS shall not include the right to:

• a) disseminate the particular works and their copies or place them on the market;
• b) translate, adapt, change the layout, or make any other changes to the works, develop the SERVICE and the software included therein (or any portion thereof), decompile, reverse engineer, reproduce, or modify the SERVICE and the software included therein (or any portion thereof) in part or in full, copy the source code of the SERVICE and the software included therein (or any portion thereof), or translate the form of the code.
• c) exercise or permit the exercise of any derivative copyrights to the software.

8.3. The source code of the SERVICE and the software included therein (or any portion thereof) is not a part of the subject matter of the rights granted to the CLIENT and/or MERCHANT.

8.4. CRICPAY shall have the right to terminate or revoke the license with immediate effect if the CLIENT and/or MERCHANT violates the terms and conditions of this section 8 of the TERMS or any other provisions of these GENERAL TERMS or other agreements concluded with CRICPAY and does not cease to do so, removing the consequences of his violations, within the deadline set by the CRICPAY in an additional request, which shall be no longer than 3 (three) Business Days.

9. NO WARRANTY, LIMITATION OF LIABILITY

9.1. CRICPAY makes no warranty, express or implied, regarding the performance or functionalities of the SERVICE and the software included therein (or any portion thereof) offered to the CLIENT and/or MERCHANT. In particular, CRICPAY makes no warranty:

• a) concerning the content, accuracy, and correctness of the data or information provided to or received from the SERVICE;
• b) that the SERVICE will be error-free and the use of SERVICE will be uninterrupted;
• c) that any particular result or information will be obtained when using SERVICES.

9.2. The CLIENT and/or MERCHANT acknowledge and accept that:

• a) the SERVICE and the software included therein (or any portion thereof) may be used only on the devices and in a manner defined in the specifications made available by the CRICPAY
• b) the performance, machining times, and other parameters specified by the CRICPAY in any document or other publicly available materials are of general and approximate nature and may differ from the actual parameters achieved by the CLIENT and/or MERCHANT when using the SERVICE and the software included therein (or any portion thereof);
• c) the CRICPAY does not guarantee that the CLIENT and/or MERCHANT will achieve any result in connection with the use of the SERVICE and the software included therein (or any portion thereof);
• d) the CRICPAY does not guarantee that the SERVICE and the software included therein (or any portion thereof) is free from errors; however, the CRICPAY takes actions intended to minimize the occurrence of potential errors in the SERVICE and the software included therein (or any portion thereof);
• e) the CRICPAY does not guarantee any minimum frequency of providing the CLIENT and/or MERCHANT with software updates.

9.3. CRICPAY shall not be liable for any loss, costs, compensation, damage, or liability to the CLIENT and/or MERCHANT and/or a third party arising directly or indirectly as a result of any or all of the following:

• a) refusal of CRICPAY or BANK to allow, accept or honor the TRANSACTION, for any reasonable reason or in compliance with applicable laws and policies;
• b) TRANSACTION is not authorized for any reason whatsoever;
• c) any defective product or quality of service is purchased through the SERVICE;
• d) CLIENT and/or MERCHANT is unable to perform or complete any TRANSACTION due to service/system/line unavailability;
• e) any delay, interruption or termination of the TRANSACTION whether caused by administrative error, technical, mechanical, electrical or electronic fault or difficulty or any other reason or circumstance beyond CRICPAY’S control (including but not limited to acts of God, strike, labor disputes, fire, disturbance, action of government, atmospheric conditions, lightning, interference or damage by third parties or any change in legislation etc.);
• f) fraud, theft, or unauthorized use of SERVICE, and/or any loss, costs, damage or payable to any third party by CLIENT and/or MERCHANT, or any failure by the CLIENT and/or MERCHANT to avail itself of the SERVICE for any reason whatsoever;
• g) any misrepresentation or fraud by or misconduct of any third party;
• h) possible data breach or exposure when using the SERVICE.

9.4. Except to the extent that any exclusion or limitation of liability is void, prohibited, or unenforceable by applicable law, CRICPAY’S liability shall be further limited as provided further in this section 9.

9.5. CRICPAY shall not be liable for any direct or indirect damage that may be caused with the use of CRICPAY SERVICE; in particular, CRICPAY shall have no liability for any loss of profit or revenue or any consequential, indirect, incidental, special, punitive, or exemplary damages, even if advised of their possible existence.

9.6. CRICPAY excludes all liability and responsibility in contract, tort (including negligence), or otherwise, for any: loss or damage resulting, directly or indirectly, from the use of, or reliance on, the CRICPAY SERVICE and software.

9.7. CRICPAY excludes all liability and responsibility in the contract (including negligence) tort (including negligence), or otherwise for any loss or damage that may be caused by third-party systems and software connected with the CRICPAY SERVICE.

10. TERM AND TERMINATION OF THE SERVICES

10.1. These rights granted to the CLIENT and/or MERCHANT remain in force:

• a) until the CLIENT and/or MERCHANT stop using the SERVICE, following the terms as separately agreed;
• b) until the moment the CRICPAY terminates the SERVICE, including the event where the CRICPAYterminates the agreement or other document that is the basis of the provisions of SERVICE;
• c) until the CRICPAY terminates these rights because of the CLIENT’S and/or MERCHANT’s failure to comply with any provision of these GENERAL TERMS; or
• d) until the lapse of the period for which these rights are granted, if it is agreed that the rights are granted for a specific time.

10.2. CRICPAY may at any time, in its sole discretion and without any liability, suspend or terminate the rights of the CLIENT and/or MERCHANT and thus make the license and right to use the SERVICE expire, especially in case the CRICPAY considers this action necessary: (a) to comply with the law (b) to prevent any immerse or loss of data, or (c) in case of the fault of the CLIENT and/or MERCHANT which is causing SERVICE to perform at a reduced level.

10.3. CLIENT and/or MERCHANT understand and agree that CRICPAY reserves the right, at its sole discretion but without obligation, to deny access to and/or discontinue the SERVICES or any component thereof to anyone at any time, temporarily or permanently, without giving any reason and/or prior notice. CRICPAY shall be held free from any liability, both under equity and the law, arising or that may arise out of any such denial of access to or the discontinuance of the SERVICES.

10.4. CLIENT and/or MERCHANT understand and agree that CRICPAY reserves the right, at its sole discretion, to verify, check, cross-refer, validate, and ascertain the veracity and truthfulness of all information supplied by acquiring, accessing, retrieving, or otherwise acquiring similar or additional information supplied by them to other third-party service providers, including, but not limited to telecommunications providers, etc. CLIENT and/or MERCHANT hereby expressly, unequivocally, and voluntarily allow CRICPAY to request for and secure such information, and expressly, unequivocally, and voluntarily instruct such third-party providers t: (a) receive and process CRICPAY’s request; (b) favourably act at all times on any such request by producing the information requested; and (c) when requested by CRICPAY provide the latter with certified digital or printed copies of the said information.

10.5. CLIENT and/or MERCHANT understand and agree that CRICPAY reserves the right, at its sole discretion but without obligation, to send or cause to send service updates and/or messages, including SMS, notifications, email, and/or any data message transmission, informing of enhancements, improvements, developments, features, functionalities, products, promotions, offers, advertisement and/or any other information relative to the SERVICES. CRICPAY makes no warranty of any kind, express or implied, for such service updates and/or messages.

10.6. CLIENT and/or MERCHANT understand and agree that CRICPAY reserves the right, at its sole discretion, to set limitations to and charge fees and applicable taxes for the use of the SERVICES, at any time and upon prior notice, pursuant to the provisions of the applicable law in this regard.

10.7. CLIENT and/or MERCHANT understand and agree that CRICPAY reserves the right to withhold or set off TRANSACTIONS if CRICPAY has a reasonable belief that the account or TRANSACTION is compromised or fraudulent or an abuse or threatened abuse of the SERVICES. CRICPAY shall have all authority and right to set off or apply to the payment of any obligations from any funds which CLIENT and/or MERCHANT may have deposited or placed in your wallet or any account with CRICPAY,

10.8. CLIENT and/or MERCHANT understand and agree that CRICPAY reserves the right, at its sole discretion but without obligation, to enforce the provisions of these GENERAL TERMS, including but not limited to performing investigation and legal actions with law enforcement agencies. Non-enforcement of any of the rights of CRICPAY under these GENERAL TERMS, under the law, or principles of equity shall not be construed as a waiver thereof.

11. MISCELLANEOUS

11.1. These GENERAL TERMS may be subject to periodic review and be amended by CRICPAY. If the GENERAL TERMS are amended by CRICPAY, it will inform the CLIENT and/or MERCHANT before introducing the changes. CLIENT and/or MERCHANT agrees that for purposes of these GENERAL TERMS, publication of the revised TERMS in CRICPAY’S dedicated website shall be considered as sufficient notice. It is the CLIENT and/or MERCHANT’s responsibility to regularly check any changes to these GENERAL TERMS at the CRICPAY’S dedicated website: https://www.cricpay.co/. The CLIENT and/or MERCHANT continued use of the SERVICE after any such changes constitute acceptance of the new GENERAL TERMS.

11.2. No provision of these GENERAL TERMS will be deemed to have been waived or modified unless such waiver or modification is evidenced by a written instrument.

11.3. These GENERAL TERMS may not be transferred or assigned without the prior written consent of CRICPAY

11.4. Failure, omission, or delay on the part of CRICPAY to exercise its right or remedies under these TERMS shall not operate as a waiver.