These Terms and Conditions (“T&Cs”) govern usage of the dashboard/platform named ‘Statica’ or such other name as may be determined by PayU India Innovations Private Limited (hereinafter referred to as “Statica”), which has been offered to you (“You” or “Your”) by PayU India Innovations Private Limited, a company incorporated and registered under the Companies Act, 2013 having its registered office at 214, 1st Floor, DLF South Court, Plot No. A-1, Saket District Centre, Saket, New Delhi – 110017, Delhi, India (hereinafter referred as “PayU Innovations”).

By registering on Statica or clicking the “Log In” button or accessing or using any part of Statica, You expressly agree to have read, understood and irrevocably provide your consent to be bound by all of the terms of this T&Cs, which constitutes a legally binding contract between PayU Innovations and You.

1.SCOPE AND FEE

1.1.You agree to avail, access and use Statica as provided by PayU Innovations on the terms and conditions set out herein and the Agreement.

1.2.Statica aims to provide You with a self-serve platform to enable You to request, create and manage audiences for publishing and managing marketing campaigns, and other related features to fulfil Your marketing requirements directly through Statica, with reasonable support from PayU Innovations.

1.3.You shall use Statica only to enable You to avail the Services from PayU Innovations and shall not use Statica for any other purpose, except as stated under this T&C. 1.4.In consideration for providing access and use of Statica, PayU Innovations may charge a fee as per the terms of the Agreement.

2.COVENANTS AND OBLIGATIONS OF THE PARTIES

2.1.You hereby represent, warrant, agree and covenant as under:

(a)You shall comply with the Applicable Laws, the terms and conditions of the Agreement, this T&C and all other documents issued and agreed between the Parties from time to time in writing in pursuance hereof.

(b)You are responsible for creation, execution and management of Campaigns, including the Marketing Material used in such Campaigns. You shall ensure to provide correct Marketing Material for each Campaign, which is compliant with the Applicable laws.

(c)You irrevocably and unconditionally agree that the Campaign and the Marketing Material will not contain promotion of any goods and services that are prohibited or banned under the Applicable Laws and all advertising guidelines applicable in India. PayU Innovations shall not be responsible in the event incorrect or inappropriate Marketing Material is shared by You and shall further have the right to object to the Marketing Material.

(d)You hereby agree and acknowledge that the Data received, collected, processed and stored by PayU Innovations pursuant to Your use of Statica is in accordance with PayU Innovations’ privacy policy and the Applicable Laws.

(e)You are being provided access to Statica and any information contained therein only to enable You to avail the Services pursuant to the Agreement and that access to Statica (including the URL to access Statica) and any information shared by PayU Innovations with You through Statica, shall not be shared by You with any third party, except as set out under the Agreement or after seeking an explicit written consent from PayU Innovations and in accordance with Applicable Laws.

(f)You shall be solely responsible for the security, confidentiality and integrity of Your account and access to Statica and all messages and the content that You receive, access, transmit or store through the use of Statica.

(g)You shall be solely responsible for any unauthorized access to Your account by any person or any unauthorized usage of Statica using Your account. You agree to bear all responsibility for the confidentiality of Your login credentials and for any acts and omissions that occur under Your account or password. PayU Innovations, PayU Innovations’ Partner or its Affiliates shall not be held liable or responsible for fraud, breach of security or hacking of Statica.

(h)You are responsible for acquiring and updating compatible hardware or devices necessary to access and use Statica and any updates thereto. PayU Innovations does not guarantee that Statica or any portion thereof, will function on any particular hardware or devices.

(i)You agree that any material downloaded or otherwise obtained through the use of Statica is done at Your own discretion and risk and that You will be solely responsible for any damage to your device or loss of data that results from the download of any such material.

(j)You agree that PayU Innovations may at its sole discretion, utilize the services of external service providers and/or agents on such terms as deemed necessary by PayU Innovations in accordance with Applicable Laws, in relation to the functioning and operations of Statica.

(k)You shall be responsible for compliance with these T&Cs and you hereby agree that breach or non-compliance of these T&Cs shall be deemed to be and considered a breach / non-compliance of the Agreement by You and to that extent, Your indemnity obligations towards PayU Innovations agreed under the Agreement shall apply mutatis mutandis hereunder.

(l)You agree to share the Feedback of Statica being provided by PayU Innovations under this T&C. Such Feedback can be used by PayU Innovations for the purpose of enhancing the functionalities of Statica and Services being provided by PayU Innovations.

3.DISCLAIMERS

3.1.The information contained in Statica is based on the information of the users collected by PayU Innovations’ Partners through various modes as per the Applicable Laws and PayU Innovations is processing the available information in accordance with Applicable Laws to provide such information to You as contained in Statica.

3.2.Access to Statica (including its usage for availing the Services) is provided to You on an ‘as is’ basis and PayU Innovations further disclaims, without limitation, any warranty or guarantee of merchantability or fitness of Statica (or the information / data thereunder) for a particular purpose, arising from course of performance, course of dealing, or from usages of trade of Statica. Except as specifically provided to the contrary in this T&C, PayU Innovations has not made any representations or warranties to You concerning the specific quality of performance of Statica provided under this T&C.

3.3.PayU Innovations is only providing access to Statica to avail the Services pursuant to the terms of the Agreement, and in doing so PayU Innovations is only acting in the limited capacity of a data provider and is not involved in the customer acquisition journey under the purview of the Guidelines on Digital Lending dated September 2, 2022, issued by the Reserve Bank of India.

3.4.Statica does not provide or intend to provide any insights on credit scoring or credit worthiness check and that You will not take any credit, lending or investment decisions solely on the basis of any information rendered by Statica. You confirm that it is Your sole responsibility to independently do a risk check, credit evaluation or any other verification of the Customer, including obtaining credit information, credit score, etc., in addition to any other information provided by the Customer to You before extending any credit or other any other service to the Customer.

3.5.Any information provided to You via Statica may be based on statistical analysis, probability, predictive behaviors which are the opinion of PayU Innovations but are not statements of current or historical fact or recommendations. PayU Innovations shall not be liable for (i) any inaccuracy, incompleteness or other error in any information provided to You via Statica (ii) any failure of provision of Services via Statica to achieve any particular result for You.

3.6.PayU Innovations has no responsibility to investigate the background, confirm the identity of Your account users or verify the information provided by Your account user, except to the extent required by Applicable Laws and as stated under these T&Cs.

3.7.PayU Innovations in no way whatsoever warrants that Statica will be uninterrupted or error free and shall not be liable in any manner whatsoever for delays, interruptions, service failures or other problems inherent in the use of the internet and electronic communications. In case of any errors arising due to the functionality of Statica, PayU Innovations shall use its best endeavours to rectify such errors.

4.INTELLECTUAL PROPERTY RIGHTS

4.1.PayU Innovations owns or is licensed to use all Intellectual Property in Statica. You may not use any of PayU Innovations’ Intellectual Property for any purpose other than as may be required to use Statica for availing the Serviced. All content, data and information in relation to Statica, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein ("PayU Content"), are owned by PayU Innovations in perpetuity. PayU Content is provided to You on an ‘as is’, ‘as available’ and ‘with all faults’ and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes other than as intended under these T&Cs, without the express prior written consent of PayU Innovations. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by these T&Cs unless expressly provided under these T&Cs. PayU Innovations reserves all rights not expressly granted in and to the PayU Content, Statica, and these T&Cs do not transfer ownership in or license or any interest in any of those rights.

4.2.You acknowledge that PayU Innovations is the sole and rightful owner of the Intellectual Property Rights in Statica and the PayU Content and You agree not to register, use or file in Your own name or in the name of any other person or company any trademarks same or similar or resembling in any manner the Intellectual Property in Statica and the PayU Content and not to associate the Intellectual Property with Your or their businesses, except for the purposes as expressly specified in these T&Cs.

4.3.You shall not reproduce, distribute, transmit, modify, create derivative works, display, perform or otherwise use Statica, or any of the Intellectual Property Rights, or attempt to reverse engineer, decompile, disassemble, or derive the source code for Statica platform or use the platform or website to create a competing product.

4.4.This clause shall survive any expiration or termination of this T&C or the Agreement.

5.TERM AND TERMINATION

This T&C shall be valid from the Effective Date and shall be coterminous with the term of the Agreement. Notwithstanding the foregoing, You understand and acknowledge that Statica, a proprietary product of PayU Innovations, is being provided by PayU Innovations to You as a value-added-service and PayU Innovations reserves the right to forthwith deny, discontinue, suspend, de-activate, freeze, terminate or revoke Your access to or use of Statica at any point of time, as may be determined by PayU Innovations in its sole discretion.

6.GENERAL TERMS AND CONDITIONS

6.1.Governing Law and Jurisdiction: This T&C shall be governed by and construed in accordance with Indian Law and shall be subject to the dispute resolution mechanism as agreed under the Agreement.

6.2.Force Majeure: PayU Innovations shall not be obliged to provide any service or perform any of its obligations hereunder during the period a Force Majeure Event occurs.

6.3.General Representation and Warranty: Each Party agrees and represents and warrants to each other that it has the full legal capacity to enter into this T&C and this T&C constitutes the valid and binding obligation of such Party enforceable against it in accordance with its terms. Each Party agrees and confirms that it is agreeing to be bound by these T&Cs by its own free will and that there is no duress or undue influence while agreeing to register for, use and/or access Statica.

6.4.Assignments: PayU Innovations may assign, in whole or in part, the benefits or obligations of this T&C by providing a prior intimation of such assignment to You, which shall be binding on the Parties to this T&C.

6.5.Waiver: Unless otherwise expressly stated in this T&C, the failure to exercise or delay in exercising a right or remedy under this T&C shall not constitute a waiver of that right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this T&C shall prevent any further exercise of that right or remedy or the exercise of any other right or remedy.

6.6.Survival of Provisions: The terms and provisions of this T&C that by their nature are intended to survive the termination hereof shall so survive.

6.7.Severability: If any Court/Tribunal of competent jurisdiction or any other regulatory or governmental authority holds any of the provisions of this T&C unlawful or otherwise ineffective, the remainder of this T&C shall remain in full force and the unlawful or otherwise ineffective provision shall be deemed to have been deleted or omitted from this T&C.

6.8.Entire Agreement: Along with the Agreement, this T&C constitutes the entire agreement and understanding between the Parties in relation to usage of and access to Statica, and supersedes any previous agreements, discussions, understanding or promise between the Parties, relating to the subject matter of this T&C. All schedules, recitals and annexure to this T&C shall be an integral part of this T&C and will be in full force and effect as though they were expressly set out in the body of this T&C. It is clarified that these T&Cs are incorporated into the Agreement for provision of Services via Statica. Any breach or non-compliance of these T&Cs shall be considered or deemed to be a breach / non-compliance of the Agreement and to that extent, PayU Innovations shall be entitled to exercise its rights under the Agreement.

6.9.Amendment and Variation: This T&C can be varied, amended, substituted, restated or modified by PayU Innovations in any manner whatsoever (“Amendments”) and such Amendment shall be considered as binding between the Parties. You shall also be responsible for keeping yourself updated with any Amendment, from time to time. When You continue to access, and/or use Statica and/or avail any of the services via Statica, You shall be deemed to have consented to the then applicable T&Cs.

7.DEFINITIONS

7.1.In this T&C, unless there is anything repugnant to the subject or context thereof, the expressions listed below, when capitalized, shall have the following meanings, viz.:

(a)“Affiliate” means, in relation to any person, any person or entity that directly or indirectly controls, is controlled by, or is under common control with such person, where the expression ‘control’ shall have the meaning assigned to it in the Companies Act, 2013, as amended from time to time. This shall also include any subsidiary or holding company of either Party or any person or entity that controls, is controlled by or is under common control with either Party;

(b)“Agreement” means the marketing agreement or any other applicable agreement between You and PayU Innovations for provision of the services as agreed therein.

(c)“Applicable Law” means and includes any statute, law, regulation, ordinance, rule, judgement, order, decree, bye-law, approval, resolution, order, directive, guideline, policy or other similar form of decision of or determination by, or any interpretation or adjudication, in each case, by any concerned regulator, government or other authority, court or tribunal having jurisdiction or other authority over the matter in question in India, as may be applicable and having the force of law in India, each as amended from time to time;

(d)“Customer” shall have the same meaning as ascribed in the Agreement;

(e)“Data” shall mean and include all the information including personal and non-personal information which is provided, generated, received, processed or shared under this T&C with PayU Innovations or PayU Innovations’ Partner;

(f)“Effective Date” shall mean the date of accepting these T&Cs;

(g)“Feedback” shall mean the feedback data provided by You to PayU Innovations, relating to the feedback for Statica being provided under the T&C;

(h)“Force Majeure Event” means any event beyond its reasonable control including, but not limited to riots, disturbances, strikes, lock-outs, bandhs, war, civil strife, fire, earthquake, act of God, act of any government agency under Applicable Laws, or any other similar circumstances or events;

(i)“Intellectual Property Rights” for the purpose of these T&Cs shall always mean and include Statica, software, copyrights, whether registered or not, patents including rights of filing patents, trademarks, trade names, trade dresses, house marks, collective marks, associate marks and the right to register them, designs both industrial and layout, moral rights, broadcasting rights, displaying rights, distribution rights, selling rights, abridging rights, translating rights, reproducing rights, performing rights, communicating rights, adapting rights, circulating rights, protected rights, joint rights, reciprocating rights and infringement rights and the terms "Intellectual Property" shall also be construed accordingly. All those Intellectual Property Rights arising as a result of domain names, internet or any other rights available under Applicable Laws shall vest with PayU Innovations and PayU Innovations’ Partner (as the case may be) as the owner of such domain names, internet or any other rights.

(j)“Party” shall mean You and/or PayU Innovations individually, and collectively shall be referred as the “Parties”.

(k)“PayU Innovations’ Partner(s)” shall mean PayU Payments Private Limited, and/or any other Affiliates or business partners of PayU Innovations;

(l)“Services” shall have the services / products agreed to be provided by PayU Innovations as agreed under the Agreement.

7.2.In each instance in which these T&Cs contradict or are inconsistent with the provisions of the Agreement, the provisions of these T&Cs shall prevail.

7.3.Capitalized terms used in these T&C and not defined, shall have the meaning assigned to it under the Agreement.