A.These terms and conditions for availing Webfront Services by PayU India Innovations Private Limited (“PayU Innovations”), as amended, modified, updated or restated from time to time govern the availment by the Merchant of the Webfront Services made available by PayU (“Webfront Services Ts&Cs”). These Webfront Services Ts&Cs may be amended, modified, updated or restated from time to time by PayU Innovations and the same shall be applicable on the Merchant immediately upon such amendment, modification, updation or restatement. The Merchant shall be responsible for periodically referring to these Webfront Services Ts&Cs as amended, modified, updated or restated from time to time and to keep itself informed about these. Any new features or tools which are added to the current Webfront Services will also be subject to these Webfront Services Ts&Cs.

B.The Merchant understands that PayU Innovations offers wide range of technology-based solutions and tools using which the Merchant can (a) design, create, manage and promote online presence of the Merchant and its business (“WebStore”); (b) create, customize & manage such WebStore for various offerings; (c) add, access, manage and maintain a catalogue of products and/or services and present said catalogue on the internet through Web-Store offering such products and/or services to its Customers; (d) engage in the selling of services, physical, and downloadable goods over the internet through the WebStore; (e) manage products, inventory, payments, fulfilment, shipping, business operations, marketing and advertising, and engage with existing and potential Customers; (f) customize payment pages, including custom microsites with merchant branding, data-collection forms; (g) such other related activity related to Merchant’s online presence (“Merchant’s E-Commerce Activity”).

C.Merchant understands and agrees that the Webfront Services agreed to be offered in terms of these Webfront Ts&Cs are an independent technology solution offered by PayU Innovations and has no connection or relation to any services being availed by the Merchant from PayU Payments Private Limited (“PayU Payments”), including without limitation, payment aggregation services of PayU Payments (“PayU Services”).

“Applicable Laws” means all applicable laws, statutes, enactments, acts of central or state legislature, ordinances, rules, regulations, notifications, guidelines, directions, directives, policies, circulars, decisions, judgments, orders and any other pronouncements issued in accordance with the RBI master directions or any other law applicable to India or any part thereof by any central, state, local or other governmental, administrative or regulatory authority exercising executive, legislative, judicial, regulatory or administrative functions, and courts; and shall include the Consumer Protection Act, 2019 read with the Consumer Protection (E-Commerce) Rules 2020, as maybe amended and the Information Technology Act, 2000 read with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the Digital Personal Data Protection Act, 2023 (to the extent applicable) as maybe amended;
“Customer” means any individual that visits or transacts with the Merchant on Merchant WebStore.
“Customer Data” means information (including Personal Information) relating to a Customer, including order information, order fulfilment information/status, or account information maintained by Customer on Merchant Webstore.
4.“Merchant” means a natural or legal person/entity availing Webfront Services and have agreed to Webfront Services Ts&Cs by either: (a) entering into a direct Addendum for activation of Webfront Services with PayU Payments and PayU Innovations; or (b) having necessary arrangement with its Partner Bank, which has by way of a back-to-back arrangement communicated these applicable Webfront Services Ts&Cs for availing Webfront Services to the Merchant.
“Merchant Data” means information (including Personal Information) relating to a Merchant or Merchant Webstore, including business and product information and any Customer Data passed on to PayU Innovations during the course of use of Webfront Services.
“Merchant WebStore” shall mean the merchant’s online commerce presence, including their online store and webpage or online point of sale created using Webfront Services. For the sake of clarity, a merchant may have more than one Merchant WebStore using different Webfront Services.
“Merchant WebStore Content” shall mean the Products that the Merchant sell on the Merchant Webstore (including description and price), and includes any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by the Merchant on the Merchant Webstore.
“Products” shall mean products or services offered by the Merchant to its Customer through Merchant Webstore.
“Partner Bank” shall mean the bank through which the Merchant may be availing various services and through which PayU Innovations have received a Work Order for offering Webfront Services for the Merchant.
“Personal Information” means any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, a phone number, an email address, an identification number, location data, an online identifier, or any other information specific to that natural person and shall include any other identifier as may be prescribed under Applicable Laws.
“Tools” means and includes, without limitation, tools, applications, sample codes, libraries, data, files and any updates, upgrades, patches or releases related to the Webfront Services that PayU Innovations makes or has made available to the Merchant for the purposes of creating a webpage to sell its products/services and collect payments for the same;
“Webfront Services” shall mean and include: (a) standard offerings and tools which are more specifically mentioned at Annexure – I (Scope of Services); and (b) customized technology solutions catering to the tailor-made requirements of the Merchant which may be mutually agreed between PayU Innovations and the Merchant from time to time by issuance of a Work Order.

The Merchant agrees that PayU Innovations has granted or will grant to the Merchant only a revocable, nonexclusive, non-transferable right to use the Webfront Services, solely for creating the Merchant Webstore. The Merchant, however, understands and agrees that the Webfront Services have a wide range of features and functionalities and not all Webfront Services or features will be made available to the Merchant at all times. PayU Innovations is under no obligation to offer all the services or features to the Merchant unless the parties have mutually agreed on specific Webfront Services to be offered to the Merchant by way of issuance of a Work Order, duly accepted by PayU Innovations.
The Merchant understands and agrees that the Webfront Service offered by PayU Innovations are in nature of purely a technology solutions and tools enabling the Merchant to have an online presence through Merchant Webstore and offering of the Webfront Services to the Merchants shall in no manner be construed as services to qualify as offering of a “e-commerce market place” acting in capacity of “marketplace ecommerce entity” or “inventory based market place” acting in capacity of an “inventory e-commerce entity” as defined in Consumer Protection Act, 2019 read with the Consumer Protection (E-Commerce) Rules 2020.
The Merchant acknowledge and agree that the Webfront Services are not a marketplace, and any contract of sale made through the Webfront Services is a bi-lateral and direct arrangement between the Merchant and the Customer. Merchant shall be solely responsible for the creation and operation of Merchant Webstore,including any and all the Merchant Webstore Content, details of the Product listed on the Merchant Webstore and all aspects of any transactions entered into between Merchant and the Customer(s) (“Customer Servicing”). The Customer Servicing is sole & independent obligation of the Merchant and includes without limitation, authorizing the charge to the Customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of Applicable Laws, including laws in any jurisdiction where Merchant offers Products for sale.
The Merchant hereby unconditionally and irrevocably represent and warrant that the Merchant Webstore, the Product sold by the Merchant and Merchant Webstore Content created using Webfront Services will be true, accurate, and complete, and will not violate any Applicable Laws, regulations or rights of third parties. For the avoidance of doubt, PayU Innovations will not be the seller or merchant and will neither assume any responsibility nor any liability of any nature whatsoever, for Merchant Webstore or Products sold to Customers through Merchant Webstore.
Merchant hereby unconditionally and irrevocably represents and warrants not to use Webfront Service for any illegal or unauthorized purpose and shall at no point in time while availing the Webfront Services violate any Applicable Laws including, but not limited to, copyright laws and the laws applicable in the jurisdiction where the customer is based. The Merchant shall ensure to have procured all the relevant authorization or license or permits to operate and manage the Merchant Webstore created using Webfront Services or in relation to any Products offered on Merchant Webstore.
The Merchant understands that it can use the Tools to the build and customise the Merchant Webstore as per its business requirements including the branding and themes. However, the Merchant confirms that all Tools and software used for providing the Webfront Services including the Tools and software for building and customising the Merchant Webstore shall remain at all times, the intellectual property of PayU Innovations,and would be protected under the Applicable Laws in relation to intellectual property.
During the term of the Agreement, PayU Innovations reserves the right to display, “Powered by PayU Innovations” or such other related terminology as maybe decided by PayU Innovations, in its sole discretion, in the Merchant Webstore other places as maybe required. This display shall not be deemed as an endorsement by PayU Innovations in any manner.
The Merchant irrevocably and unconditionally agrees and confirms that the Merchant has complied with and shall, at all times during the Term of this Agreement, comply with all requirements specified by PayU Innovations from time to time by way of the tools in relation to the Webfront Services and any upgradation, protocols, and security standards in relation to the tools as communicated by PayU Innovations to the Merchant from time to time shall be implemented by the Merchant forthwith. Any loss, cost, charges, liabilities, damages, fee, penalties or losses of any nature whatsoever arising or caused due to the Merchant not meeting any requirements of any upgradations suggested by PayU Innovations in the manner aforesaid shall be the sole liability of the Merchant and PayU Innovations shall not be liable or responsible in any manner for the same.

1. The Merchant hereby undertakes and agrees to be solely responsible for the Merchant Webstore Content and the Products that will be listed or sold through Merchant Webstore, including without limitation, description of the Product, price, fees, applicable taxes & levies, defects, required legal disclosures, regulatory compliance, offers or promotional content, including compliance with any Applicable Laws.

2. The Merchant undertakes to provide accurate and complete information regarding its Products, including but not limited to product descriptions, specifications, pricing, and images, on the Merchant Webstore. The Merchant shall ensure that all products/services listed on the Merchant Webstore comply with the Applicable Laws. The Merchant shall ensure that the Webfront Services shall not be utilised in relation to any Products that are illegal or offensive or banned and/or are not in compliance with Applicable Laws, rules and regulations or forms part of the List of banned items captured in Annexure II of these Webfront Services Ts&Cs. The Merchant shall ensure not to host, display, modify, publish, transmit, store, update or share any information on the Merchant Webstore that:

a) belongs to another person and to which the user does not have any right;

b) is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or promoting enmity between different groups on the grounds of religion or caste with the intent to incite violence;

c) is harmful to child;

d) infringes any patent, trademark, copyright or other proprietary rights;

e) deceives or misleads the addressee about the origin of the message or knowingly andintentionally communicates any misinformation or information which is patently false and untrue or misleading in nature;

f) impersonates another person;

g) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation;

h) contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; and

i) violates any Applicable Law for the time being in force.

In addition to prohibitions as set forth in these Webfront Services Ts&Cs, the Merc hant is prohibited from using the site or its content: (a) to collect or track the personal information of others; (b) to spam, phish, pharm, pretext, spider, crawl, or scrape; or (c) to interfere with or circumvent the security features of the Webfront Services or any related website, other websites, or the internet. PayU Innovations reserves the right to terminate the Webfront Services for violating any of the prohibited uses.

3. The Merchant agrees to fulfil orders placed by the Customer on the Merchant Webstore in a timely manner and shall provide accurate information regarding shipment, delivery, and tracking to the Customer.

4. The Merchant agrees to not offer out of stock Products for sale. The Merchant shall be solely liable for quality and efficiency and merchantability of the Products. Further the rates displayed on the Merchant Site shall include all applicable taxes.

5. The Merchant shall determine the pricing of its products/services listed on the Merchant Webstore, including any applicable taxes, fees, and shipping charges.

6. The Merchant shall comply with the Applicable Laws, including providing accurate information about products/services, maintaining a cancellation policy, refund policy, terms of use pertaining to the Merchant Webstore, grievance redressal mechanism and handling consumer complaints in a timely manner. The Merchant shall be solely responsible for handling and resolving all Customer complaints expeditiously from the date of lodging of such complaints. The Merchant further confirms to promptly share with PayU Innovations, necessary evidences demonstrating the resolution provided to the Customer complaint(s) upon receipt of a written intimation from PayU Innovations.

7. The Merchant confirms that the user interface design, including but not limited to Product listings, checkout processes, and promotional activities on the Merchant Webstore does not employ dark patterns as defined in the Guidelines for Prevention and Regulation of Dark Patterns, 2023, as amended from time to time.

8. The Merchant understands that in an event where PayU Innovations is required to provide any supporting documentation to any governmental authority, law investigating agencies etc. in relation to the Merchant Website or the Webfront Services availed by the Merchant, the Merchant shall forthwith provide all assistance and cooperation to PayU Payments and/or PayU Innovations. The Merchant agrees to cooperate with PayU and/or PayU Innovations and provide all support in respect of any audit which maybe initiated by any regulatory authority pursuant to these Webfront Services Ts&Cs.

G. MONITORING

The Merchant confirms that PayU Innovations shall have no obligation, whatsoever, to monitor and screen the Products or any Merchant WebStore Content which is updated on the Merchant Webstore Content by the Merchant. However, PayU Innovations reserves the right (but undertakes no duty) to do so and decide whether or not any Merchant WebStore Content is appropriate and/or complies with the terms of these Webfront Services Ts&Cs. This will not constitute as confirmation or endorsement of Merchant Webstore Content by PayU Innovations. The Merchant shall at all times ensure that the Merchant Webstore Content is complaint with the requirements of Applicable laws and shall hold PayU Innovations harmless against any and all claims, losses and or damages in relation to Merchant Webstore Content. The Merchant confirms that PayU Innovation may, at any time and without any notice, remove any Merchant WebStore Content and/or terminate provision of these Webfront Services to the Merchant upon determining in its sole and absolute discretion that the Merchant has violated the terms of Webfront Services Ts&Cs. PayU Innovations determination of whether a violation of these Webfront Services Ts&Cs has occurred will be final and binding on the Merchant.

H. CONSIDERATION

In consideration of Merchant opting for/utilising the Webfront Services, the Merchant has agreed to pay such service fee which is mutually agreed between PayU Innovations and Merchant, and as more specifically mentioned in the Work Order to be issued by the Merchant or Partner Bank to PayU Innovations (“PayU Innovations Service Fee”). The PayU Innovations Service Fee shall be subject to revision from time and time and PayU Innovations shall intimate the Merchant of any such revision in writing within a reasonable time. The PayU Innovations Service Fee shall be exclusive of all applicable taxes (direct and indirect) and that the Merchant will bear and be liable for the payment of all direct and indirect taxes including, without limitation, GST.

I. PRIVACY POLICY AND DISCLOSURE OF PERSONAL INFORMATION:

1. The Merchant hereby irrevocably and unconditionally agrees and acknowledges that it has and shall retain the necessary consents, rights and permissions to share necessary data (personal information and sensitive personal information) for the provisions of obtaining the Webfront Services from PayU Innovations. The Merchant hereby acknowledges and confirms that the Merchant has obtained such consent or has such rights, in accordance with the applicable laws, from PayU Innovations to process the Personal Information (including sensitive personal information) of its customers in the aforesaid manner. The Merchant hereby agrees to present such logs of acceptance or proof of seeking such rights from the customer, to PayU Innovations, as and when required.

2. The Merchant hereby understands, agrees and acknowledges that the data under this Agreement shall be received, collected, processed and stored by PayU Payments and PayU Innovations in accordance with their respective privacy policy and applicable laws.

3. The Merchant hereby agrees and acknowledges that any Merchant Data and Customer Data including any transaction data) transferred by and between PayU Payments and PayU Innovations in relation to Webfront Services is under the explicit instructions of the Merchant provided under these T&Cs and shall be in accordance with the provisions of Applicable Laws. It is the sole obligation of the Merchants to have adequate the rights, permissions and consents as may. Notwithstanding anything contained in this Agreement, the Merchant shall exclusively ensure any Merchant Data and Customer Data made available to PayU Innovations hereunder: (a) is made available under applicable permitted legal basis, for PayU Payments and PayU Innovations processing purposes to provide Webfront Services; and (b) processed by PayU Payments and/or PayU Innovations in accordance with applicable notification to data subjects, borne by Merchant (to the extent such notification is mandated under Applicable Laws). For clarity, PayU Innovations expressly relies on Merchant to comply with the foregoing obligations, in addition to any applicable legal obligation, in order to provide Webfront Services.

J. INTELLECTUAL PROPERTY RIGHTS:

1. The Merchant grants PayU Innovations a non-exclusive, transferable, sub-licensable, royalty-free right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Merchant WebStore Content provided by the Merchant in connection with the WebFront Services. PayU Innovations may use rights under this license to operate, provide, and promote the WebFront Services and to perform obligations and exercise rights under these Webfront Services Ts&Cs. The Merchant represent, warrant, and agree that the Merchant have all necessary rights in the Merchant WebStore Content to grant this license. You irrevocably waive any and all moral rights you may have in the Merchant WebStore Content in favour of PayU Innovations and agree that this waiver may be invoked by anyone who obtains rights in the Merchant WebStore Content through PayU Innovations, including anyone to whom PayU Innovations may transfer or grant (including by way of license or sublicense) any rights in the Merchant WebStore Content.

2. Each Party to these Webfront Services Ts&Cs grants to the other Party a limited, non-exclusive, nontransferable, revocable right to display its marks and logos solely to market and promote the relationship contemplated by these Webfront Services Ts&Cs. Either Party may revoke the foregoing license at any time by giving the other Party written notice. Unless revoked sooner in accordance with the immediately preceding sentence, the foregoing license terminates automatically upon the effective date of the expiration or termination of these Webfront Services Ts&Cs.

3. Each party acknowledges and agrees that: (a) it will use the other Party’s marks and logos in a lawful manner and only as permitted hereunder; (b) it will use the other Party’s marks and logos in strict compliance with all formats, guidelines, standards and other requirements prescribed by such other Party; (c) the other Party’s marks and logos are and shall remain the sole property of such other Party (or its licensors); and (d) nothing in this Agreement confers in it any right of ownership in any marks or logos of the other Party and all use thereof inures to the benefit of such other party (or its licensors).

K. LIABILITY

Notwithstanding anything to the contrary stated under these Webfront Services Ts&Cs, the aggregate liability of PayU Innovations to the Merchant from any cause whatsoever shall not in any event exceed the sum equivalent to the preceding one month’s aggregate Service Fees actually paid by the Merchant to PayU Innovations under these Webfront Services Ts&Cs from the date of occurrence of such liability. PayU Innovations shall not be liable to the Merchant for any special, incidental, indirect or consequential damages, damages from loss of profits or business opportunities even if the Merchant shall have been advised in advance of the possibility of such loss, cost or damages. In no event shall PayU Innovations be liable to the Customers or any third party.

L. DISCLAIMER

The WebFront Services are provided on an “as-is” basis and PayU Innovations makes no warranties hereunder, and expressly disclaims all warranties, express or implied, including warranties of non-infringement, merchantability and fitness for a particular purpose. Without limiting the foregoing, PayU Innovations further disclaims all representations and warranties, express or implied, that the Webfront Services satisfies all of theMerchant’s requirements. PayU Innovations also make no representations or warranties that the Webfront Services will be uninterrupted or error-free, free of viruses, malicious code, or other harmful components, or otherwise secure. Under no circumstances will PayU Innovations be liable in any way for Merchant WebStore Content , including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any products or services or content posted, emailed, transmitted or otherwise made available via the Merchant WebStore or by any third party.

M. TERMINATION AND CONSEQUECES OF TERMINATION

1. The Merchant confirms that PayU Innovations may, forthwith and without any notice, terminate Webfront Services Ts&Cs: a) where PayU identifies that the Merchant is in any breach of the terms of these Webfront Services Ts&Cs: and b) such other reasonable reasons as may be determined by PayU in its sole discretion.

2. The termination of these Webfront Services Ts&Cs shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition (i) any act performed during the term of the Webfront Services Ts&Cs which may result in a dispute post-termination; (ii) any provision expressed to survive the Webfront Services Ts&Cs or to be effective on termination; and (iii) the obligations set out in this clause, shall each continue in full force and effect notwithstanding termination. Subject to any other clauses of the Webfront Services Ts&Cs, both Parties shall undertake to settle all outstanding amounts including PayU Innovations Service Fee or other charges within 30 (thirty) days of the termination taking effect. Notwithstanding any termination of the Webfront Services Ts&Cs, the Merchant shall remain liable to pay all outstanding amounts and PayU Innovations shall be entitled to recover such outstanding amounts from any settlement amounts and any reserves, deposits or other monies of the Merchant held with PayU Payments.

3. All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by PayU Innovations from time to time in respect of these Webfront Services Ts&Cs shall be returned by the Merchant to PayU Innovations promptly upon termination.

N. GENERAL PROVISIONS

1. (i) The Merchant is not entitled to and shall not assign or transfer any of the rights under the Webfront Services Ts&Cs to any person.
(ii) PayU Innovations may assign, transfer or novate, in whole or in part, the benefits or obligations of these Webfront Services Ts&Cs to any party (including a third party) by providing an intimation 30 (thirty) days prior to such assignment, transfer or novation to the Merchant, which shall be binding on the Merchant. Notwithstanding the generality of the foregoing, the Merchant agrees that PayU Innovations shall be entitled at all times to assign transfer or novate, in whole or in part, the benefits or obligations of these Webfront Services Ts&Cs to an Affiliate or pursuant to any internal or group restructuring of PayU Innovations without the need for prior intimation, provided that PayU shall notify the Merchant thereafter. The Merchant hereby grants its irrevocable and unconditional consent to such assignment, transfer or novation by PayU, as on the date of acceptance of these Webfront Services Ts&Cs. In the event of any such assignment, transfer or novation by PayU Innovations, the Merchant shall accept the provision of Webfront Services by the relevant assignee, transferee or novate (as the case may be) and shall continue to perform its obligations under the Merchant to such assignee.
(iii) The provisions of the Webfront Services Ts&Cs shall remain binding on the Merchant notwithstanding any amalgamation, merger or reverse merger that may be effected by PayU Innovations with any other company or companies and notwithstanding any reconstruction by PayU Innovations involving/by the formation of and transfer of, all or any of PayU Innovation assets to a new company or an existing company and notwithstanding the sale of all or any part of PayU Innovations undertaking and assets to another company with the intent that the undertakings and agreement herein contained shall remain valid and effectual in all respects, and the benefit hereof and all rights hereby conferred upon PayU Innovations may be assigned to and enforced by any such company or companies as if such company or companies had been named herein instead of PayU Innovations and the terms and conditions of the Webfront Services Ts&Cs shall apply to any such company or companies as aforesaid or PayU Innovations as reconstructed or any company to which PayU Innovations shall have sold all PayU Innovations undertaking and assets in like manner as if such amalgamated company or PayU Innovations as reconstructed or such company were named herein instead of PayU Innovations.
(iv) The Merchant undertakes to execute all such instruments or documents and do all such acts or deeds (at the Merchant’s own cost) as may be required by PayU Innovations in connection with any assignment, transfer, novation, merger or change referred to in clauses above.

2. For information relating to Customers, PayU Innovations retains the right to seek the necessary rights, permissions or consent (as may be required by PayU Innovations or under Applicable Laws) directly from the Customer or require the Merchant to obtain such rights, permission or consent (as may be required by PayU Innovations or under Applicable Laws) in such form and manner as may be specified by PayUInnovations. The Merchant agrees to assist PayU Innovations in the above and for PayU Innovations to receive, process, transfer and store the above information in a manner determined by PayU Innovationsconsistent with the requirements under Applicable Laws without any interference from the Merchant.

3. The Merchant shall execute such documents, provide all such information and shall do all such acts, deeds and things as may be necessary or required by PayU Innovations in connection with giving full effect to the intention of the Parties as contained in these Webfront Services Ts&Cs.

4. PayU Innovations shall not be liable for its failure to perform under the Webfront Services Ts&Cs as a result of any force majeure events affecting the performance of PayU Innovations.

5. Unless otherwise expressly stated in these Webfront Services Ts&Cs, the failure to exercise or delay in exercising a right or remedy under the Webfront Services Ts&Cs shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under the Webfront Services Ts&Cs shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

6. The terms and provisions of the Webfront Services Ts&Cs that by their nature and intent are intended to survive the termination hereof by any or all Parties hereto shall so survive the termination of the Webfront Services Ts&Cs.

7. If any provision of these Webfront Services Ts&Cs is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision were deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions of the Webfront Services Ts&Cs unlawful or otherwise ineffective, the remainder of the Webfront Services Ts&Cs shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.

8. These Webfront Services Ts&Cs is on a non-exclusive basis and the Parties are at liberty to enter into similar contractual arrangements with others.

9. All notices, requests, demands, waivers and other communications required or permitted to be given under the MSA shall be in writing through certified or registered mail, courier, or email to be sent to the following addresses:

For PayU Innovations : Attn: Legal Department (PayU India), PayU Payments Private Limited, 9th Floor, Bestech Business Tower, Sector 48, Sohna Road, Gurgaon, Haryana, Pin – 122002
For Merchant: The Address as specified in Work Order.
or, in each case, at such other address as may be specified in writing to the other Parties in accordance with the requirements of this clause 30.

10. All such notices, requests, demands, waivers and other communications shall be deemed duly given (i) if by personal delivery, on the day after such delivery; (ii) if by certified or registered mail, on the 10th (tenth) day after the mailing thereof, (iii) if by courier service or similar service; on the day delivered; or (iv) if by email or facsimile on the day following the day on which such email, facsimile or telegram was sent, provided that a copy is also sent by registered mail and, in the case of a facsimile, electronic confirmation of receipt is received.

11. These Webfront Services Ts&Cs shall be governed by and construed in accordance with the laws of India. Both Parties agree that if any dispute(s) or difference(s) shall arise between the Parties in connection with or arising out of or relating to these Webfront Services Ts&Cs, the Parties shall attempt, for a period of 30 (thirty) days from the receipt of a notice (“Disputes Notice”) from the other Party of the existence of a dispute(s), to settle such dispute(s) by mutual discussions. If the said dispute(s) cannot be settled by mutual discussions within the 30 (thirty)-day period specified above, such disputes(s) shall be referred to arbitration for final resolution in the manner provided herein. The Parties shall mutually appoint a sole arbitrator within 60 (sixty) days from the date of the Disputes Notice who shall resolve such accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time (“Arbitration Act”). In the event the Parties fail to appoint a sole arbitrator in accordance with the procedure aforesaid and within the time period as specified above, a panel of arbitrators shall be appointed in accordance with the provisions of the Arbitration Act for the final resolution of the dispute(s). The arbitration proceedings shall be held in English language with the seat of the arbitration being Delhi. Subject to the arbitration agreement as mentioned above, the courts at Delhi shall have the exclusive jurisdiction over any dispute(s) as described above. ANNEXURE – ISCOPE OF WEBFRONT SERVICE

Webfront

Webfront is a comprehensive form builder solution that is designed to meet the needs of merchants of all sizes and different lines of businesses. It enables merchants to easily collect payments online without the need for heavy investment by providing them with the ability to create customized payment pages and links that can be integrated into their websites or sent to customers via email and SMS. The pages are fully customizable with merchant's branding.

The solution offers a range of features, including a form-builder, receipt customization, late fee configuration, notifications, report downloads, filters and search options as well as group account creations. Group admins have full control over the appearance of the webfronts. The benefits of using this solution include quick onboarding, the ability to go live in very short time, an informative dashboard, and custom reports. This solution provides merchants with a powerful tool to streamline their online payment collection process.

Tender Payment System

This product is designed to help the government merchants bring the tender processes online. In addition to such online tender processing webpages which can be integrated with services offered by payment aggregators facilitating in collection of tender fees and earnest money deposits while excluding the actual bidding process.

The application admin can upload list of tenders in the system which goes through two levels of maker checker approvals. After that, tenders are made available on the PayU Innovations hosted website and the bidder can select a tender and complete the tender application process.

eTicketing

ETicketing platform is an end-to-end ticket-management platform that offers a convenient way to create and manage the ticket sales inventory. It enables the merchant to manage and control the sale of tickets through online and offline channels. Visitors can easily book their tickets online through customized web portals.

Apart from online web portal, the platform also provides an offline counter-booking facility. PayU Innovations may upon specific request from the merchant and in PayU Innovations sole discretion facilitate a) a computer application in the form of an “SDK” that merchant can use to setup physical booking counters at the merchant physical establishment; and b) an Android Mobile application for merchant to allow QR-code scanning and verification of the visitor tickets at the merchant physical establishment.

Customized solution

This includes the customized technology solutions catering to the tailor-made requirements of the Merchant which may be mutually agreed between PayU Innovations and the Merchant from time to time by issuance of a Work Order

The Merchant hereby understands and agrees to not utilise Webfront Services in relation to any activity or product or services which may be illegal or restricted or unlawful as per the applicable laws, including without limitation the following:

1. Gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content. All gaming activities which deal with games of chance;

2. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); sex shops; escort or prostitution services; including website access and/or website memberships of pornography or illegal sites;

3. Drugs and drug paraphernalia which includes hallucinogenic substances, illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;

4. Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items;

5. Unauthorized Forex Merchants;

6. Crowdfunding (equity and debt);

7. Child pornography which includes pornographic materials involving minors;

8. Copyright unlocking devices which include Mod chips or other devices designed to circumvent copyright protection;

9. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;

10. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;

11. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;

12. Body parts which include organs or other body parts;

13. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;

14. Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam);

15. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;

16. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS) like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require license for such businesses;

17. Illegal goods which include materials, products, or information promoting illegal goods or enabling illegal acts; 18. Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;

19. Offensive goods which include literature, products or other materials that: (a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) Encourage or incite violent acts; or (c) Promote intolerance or hatred;

20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;

21. Pyrotechnic devices (apart from the ones mentioned in the restricted category), combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substances;

22. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;

23. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;

24. Traffic devices which include radar detectors/jammers, license plate covers, traffic signal changers, and related products;

25. Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

26. Live animals or hides/skins/teeth, nails and other parts etc. of animals;

27. Multilevel sales, profits or income by referral of new users;

28. Multilevel marketing schemes or pyramids / matrix sites or sites using a matrix scheme approach;

29. Multilevel marketing collection fees;

30. Offering work-at-home approach and/or work-at-home information; with an intention to deceive;

31. Unauthorised financial services: money exchange service, including bitcoins, cryptocurrency, forex brokers, financial institutions, debt recovery;

32. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;

33. Any intangible goods or services and aggregation / consolidation business;

34. Dealing in intangible goods/ services (e.g., software download/ health/ beauty products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes and any other product or service, which in the sole opinion of either the banks is detrimental to their image and interests;

35. Database providers (for tele-callers);

36. Chit Funds and credit societies;

37. Unauthorized lottery / raffles;

38. Any other activities prohibited by applicable laws;

39. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;

40. Commodities Trading, unless specifically permitted, authorised or licensed to undertake such activity by a governmental or statutory authority;

41. Offline dating meet ups, social based dating events, matchmaking;

42. Bestiality;

43. Products labelled as “tester,” “not for retail sale,” or “not intended for resale”;

44. Products that have been altered to change the product’s performance, safety specifications, or indications of use;

45. BPO services;

46. Immigration services;

47. Loose diamonds;

48. Guaranteed employment services;

49. Religious products which are making false claims or hurting someone’s religious sentiments;

50. Adoption agencies;

51. Pawnshop;

52. Esoteric pages, psychic consultations;

53. Telemarketing (calling list, selling by phone for example travel service, overall sales);

54. Credit Counselling/Credit Repair Services;

55. Get Rich Businesses;

56. Bankruptcy services;

57. Web based telephony/ SMS/text/Facsimile services or calling cards, bandwidth or data transfer/allied services. Voice process/knowledge process services. 58. Regulated goods such as freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking; postage meters; recalled items; slot machines; goods regulated by government or other agency specifications.

59. Electronic cigarettes (e-cigarettes); and

60. Websites depicting violence and extreme sexual violence.

D.DEFINITIONS

E. SCOPE

F. OBLIGATIONS OF THE MERCHANT