GENERAL TERMS OF USE

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.
Whereas the Merchant intends to avail online as well as offline payment aggregation & settlement (“Services”), the Merchant
understands that online Services will be provided by Razorpay Software Private Limited (“Razorpay”), whereas offline Services will be
provided by Ezetap Mobile Solutions Private Limited (Razorpay POS), an Affiliate company of Razorpay. The Merchant understands
that the provision of Online Services by Razorpay will be governed by General Terms of Use along with Part A (Specific Terms of Use –
Razorpay) enumerated below, whereas the provision of Offline Services by Razorpay POS will be governed by General Terms of Use
along with Part B (Specific Terms of Use – Razorpay POS) enumerated below. For the avoidance of doubt, the reference to Razorpay
under General Terms of Use shall include Razorpay POS as well.
These terms including annexures and links herein, apply to your use ofwww.razorpay.com, any other linked pages, API keys, features,
content or application services (including but without limitation to any mobile application, mobile site services) (“Website”) owned and
operated by Razorpay Software Private Limited (‘’Razorpay”), a company incorporated under the provisions of the Companies Act,
1956 and having its registered office at 1st Floor, SJR Cyber, 22 Laskar Hosur Road, Adugodi Bangalore Bangalore KA IN
560030.“We”, “Us”, “Our”- shall refer to Razorpay.“You”, “Yours”, “Yourself”, “Merchant”- refers to any non-registered individual
or corporate body, registered user of Razorpay including but not limited to Razorpay merchants. “Applicable Laws” shall mean (i) any
law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central,
national, state or local governmental/regulatory Authority having competent jurisdiction and force of law over, or applicable to You, us
or the subject matter in question, as may be amended from time to time, and (ii) shall without limitation include any notification, circular,
directive or other similar instruction issued by the ‘Financial Sector Regulators’ including but not limited to the Reserve Bank of India
(RBI) and/or rules, regulations, roles, responsibilities and processes as defined by NPCI on their websitewww.npci.org.in.
Before You may use the Website, You must read all of theseGeneral Terms of Useand theSpecific Terms of Use(defined below)
(hereinafter together referred to as the “Terms”) and thePrivacy Policyprovided on the Website. By using Razorpay and its affiliates’
products, software, services, and the Website or by availing any products offered by Razorpay’s partner institutions/lending partners,
banks, financial institutions, NPCI, and technology service providers, card payment networks, (“Facility Providers”) or third parties
(“Services”), You understand and agree that Razorpay will treat Your use of the Services as acceptance of these Terms from such point
of usage. You agree that Razorpay reserves the right to update the Services from time to time.
You acknowledge and agree that all references to “Razorpay” shall mean the Razorpay affiliate for the Specific Terms of Use. You
further agree that any claims relating to or arising from the Specific Terms of Use shall be brought solely against such Razorpay affiliates
providing Services. Razorpay shall have no liability in respect of the same. You may not use the Services if You do not accept the
Terms. If You do not agree to be bound by these Terms and thePrivacy Policy, You may not use the Website in any way. It is strongly
recommended for You to return to this page periodically to review the most current version of the Terms in force. Razorpay reserves the
right at any time, at its sole discretion, to change or otherwise modify the Terms without prior notice, and Your continued access or use
of the Website signifies Your assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequent
modifications to these Terms in any way, Your only recourse is to immediately terminate use of the Website. We may require You to
agree to additional terms (if any) in connection with specific services that You may avail from time to time. The Services provided by
Razorpay through the Website are available and are appropriate only for use in India.

1. PROPRIETARY RIGHTS
   
   1.1. You acknowledge and agree that Razorpay owns all rights, title and interest in and to the Services, including any intellectual
   property rights which subsist in the Services (whether registered or not). You further acknowledge that the Services may contain
   information which is designated confidential by Razorpay and that You shall not disclose such information without Razorpay’s prior
   written consent.
   1.2. Razorpay grants You a personal, non-exclusive, non-transferable, limited privilege to avail the Services and make personal use of the
   Website and/or the Services. This license does not confer any right to download, copy, create a derivative work, modify, reverse
   engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or
   otherwise transfer any right in the Services. You do not have the right to use any of Razorpay’s trade names, trademarks, service marks,
   logos, domain names, and other distinctive brand features. You do not have the right to remove, obscure, or alter any proprietary rights
   notices (including trademark and copyright notices), which may be affixed to or contained within the Services. You will not copy or
   transmit any of the Services.
2. USAGE OF THE WEBSITE AND USE OF SERVICES BY THE USER
   
   2.1. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter into binding contracts as
   per Applicable Laws. You are responsible for maintaining the secrecy of Your passwords, login and account information. You will be
   responsible for all use of the Website and/ or Services by You and anyone using Your password and login information (with or without
   our permission). You are responsible for maintaining the confidentiality of any login information and secure access credentials
   associated with Your Razorpay account. Accordingly, You are responsible for all activities that occur under Your account/in using Your secure credentials and Razorpay shall not be liable for any such change or action performed by using Your secure credentials on theWebsite.

2.2. You also agree to provide true, accurate, current and complete information about Yourself as and when prompted by the Website. If
You provide any information that is untrue, inaccurate, not updated or incomplete (or becomes untrue, inaccurate or incomplete), or
Razorpay has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, Razorpay shall have
the right to suspend or terminate Your account and/or refuse any and all current or future use of the Website (or any portion thereof) or
Services in connection thereto.

2.3. By making use of the Website, and furnishing Your contact details, You hereby agree that You are interested in knowing more or
availing and/or purchasing various products, services that Razorpay or any other third party may offer to /provide to /share with /send to
You from time to time through any means including but not limited to telephone, SMS (short messaging service), electronic mail (email), whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode. You hereby
agree that Razorpay may contact You either electronically or through phone, to understand Your interest in the selected products and
Services and to fulfil Your demand or complete Your application. Further, You also expressly agree and authorize Razorpay, its partners,
service providers, vendors and other third parties to contact You for the purpose of (i) offering or inviting Your interest in availing other
products or services offered by third parties, or (ii) for sending other marketing campaigns, offers, or any other information either on the
Website or through other means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail),
whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode

2.4. You specifically understand and agree that by using the Website You authorize Razorpay, its affiliates, partners and third parties to
contact You for any follow up calls in relation to the Services provided through the Website and/ or for offering or inviting Your interest
in availing any other product or service offered by Razorpay or such third parties. You agree and consent to receive communications
relating to all of the above on Your phone/mobile number (if any provided) by You on the Website and expressly waive any registration
or preference made under DND/NCPR list under the applicable Telecom Regulatory Authority of India (TRAI) regulations.

2.5. You agree and authorize Razorpay to share Your information and make Your details available to its partner banks/financial
institutions, its group companies, affiliates, vendors, service providers/Facility Providers and other third parties, in so far as required for
providing various products and services and/or to provide You with various value-added services, in association with the Services
selected by You or generally otherwise. You agree to receive communications through emails, telephone and/or SMS, from Razorpay or
third parties. If You request not to receive such communication/marketing material any further, it shall be applicable prospectively only
and shall not apply in respect to Your data already shared by Razorpay in accordance with this clause upon Your prior consent.
2.6. You agree and acknowledge that for undertaking any payment and/or financial transaction through the Website, Razorpay may
undertake due diligence measures and seek information required for Know-Your- Customer (“KYC”) purpose which as a
customer/merchant You are obliged to give in accordance with Applicable Laws. You agree and acknowledge that Razorpay can
undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to its due diligence requirements in
line with the requirements and obligations under Applicable Laws. You are solely responsible for understanding and complying with all
applicable laws of Your specific jurisdiction, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment
Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, Know
Your Customer (KYC) / Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the
Department of Regulation, RBI as may be amended from time to time (the “KYC GUIDELINES”) etc., that may be applicable to You
in connection with Your business and use of Services.

2.7. You agree and covenant that before the commencement of any Service(s) under these Terms, You shall provide the necessary
documents (as determined in Razorpay’s sole discretion or when required by Facility Providers or governmental authorities or law
enforcement agencies) (“KYC Documents”) to enable Razorpay to conduct the due diligence in respect ofinter aliaYou and Your
business / activities. Razorpay shall have the right to share the KYC Documents (or the information therein) and other related documents
with the Facility Providers or governmental authorities or law enforcement agencies, as required under the Applicable Laws. You
expressly consent Razorpay to rely on the KYC Documents provided by You for providing Services. You further acknowledge and agree
that Razorpay reserves the right at all times to monitor, review, retain and/or disclose any information in relation to the Service(s) as
necessary pursuant to satisfy any Applicable Laws, legal process or governmental request.

2.8. Razorpay shall have the right to demand from You, any (i) additional KYC Documents and /or (ii) any KYC related or other
documents of Your customers or invoices, in its sole discretion and /or as per the Applicable Laws or pursuant to requests from
governmental authorities or Facility Providers. Your failure to submit the KYC Documents when requisitioned shall entitle Razorpay to
suspend the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the sole satisfaction of
Razorpay.

2.9. You agree that Razorpay shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer
enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in
respect of Your products or services. Such obligations shall be Your sole responsibility. You shall indemnify Razorpay against any claim
arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.

2.10. Throughout Your use of the Services, You declare that You or Your affiliates and/ or its Beneficial Owner are not a Politically
Exposed Person. You shall forthwith inform us in writing if this declaration becomes untrue during any period of Your use of the
Services. Capitalised terms used here but not defined shall have the meaning ascribed to them in the KYC Guidelines issued by the RBI,
as amended from time to time.

2.11. The usage of the Website may also require You to provide consent for providing Your Personal Information (“PI”) (including but
not limited to any personal data or sensitive personal data as defined under Applicable Laws) or to authorize Razorpay to derive Your
data/information from any source or public registry, as may be necessary to complete Your profile or Your application on the Website,
conduct due diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services through this
Website. Razorpay shall adhere to best industry practices including information security, data protection and privacy law while
processing such applications. However, Razorpay shall not be liable to You against any liability or claims which may arise out of such
transactions as any such PI is being collected, used, processed and shared with Your explicit consent.

2.12. You agree not to use the Website and/ or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local
laws that might apply to You. Since the Website is in operation in India, while using the Website and/ or the Services, You shall agree to
comply with laws that apply in India. We may, at our sole discretion, at any time and without advance notice or liability, suspend,
terminate or restrict Your access to all or any component of the Website and/ or Services.

2.13. 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 content to this Website.

2.14. You represent and warrant that:
(a) You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power and authority to own and
operate Your business.
(b) You have the full legal capacity and power to enter into, exercise Your rights under, and perform Your obligations under these
Terms.
(c) The execution, delivery and performance of these Terms has been authorized by all necessary corporate and organizational actions
including but not limited to board resolution and/or power of attorney and/or letter of authority to bind Your business and Your
company/firm/organization.
(d) You have duly accepted these Terms, which form a legal, valid and binding obligation, enforceable in accordance with its clauses.
(e) You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like nonfungible 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 or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or
termination of any or all Services, at Razorpay’s sole discretion, and You shall be liable to indemnify Razorpay from the losses arising
from such breach.
2.15. You further covenant and agree that You shall ensure that:
(a) Your use of the Services and sale of Your products/services are solely for Your own bona fide business activities which are in
compliance with the Applicable Laws and also the instructions issued from time to time by the Razorpay and its Facility Providers.
(b) Your use of the Services corresponds to those activities under the categories You have expressly registered for at the time of entering
into these Terms and as set out in Your onboarding form on the Razorpay dashboard or as otherwise approved in writing by Razorpay.
(c) You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or Your
affiliates.
(d) Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried on with the intent to defraud,
or is likely to result in Your unjust enrichment and/or unlawful gain.
(e) Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services specified under these Terms.
(f) You hold informed consent of Your customers to share customer’s information with Razorpay and its affiliates in connection with the
Services and/or for the purposes of sharing with governmental authorities as and when demanded under Applicable Laws, for the
purpose of transaction tracking, fraud prevention, or otherwise required pursuant to regulatory authorities’ orders and/or notices including
but not limited to notices under Section 91 of CrPC.

2.16. You acknowledge that the Services are of complex nature and require the intervention of the Facility Providers. You acknowledge
and agree that Razorpay shall only be liable for acts or omissions which are solely and directly attributable to Razorpay.

2.17. In order to avail the Services, You shall take all necessary steps to facilitate the integration of Razorpay’s solutions with Your
platform. It is hereby clarified that any Server to Server (S2S) integration, if done, shall be solely for the purpose of availing the Services
and intended to be used or accessed only by You.

2.18. You shall assist Razorpay in furnishing to its auditors, the Facility Providers, governmental authorities, or law enforcement
agencies, forthwith upon request from time to time, KYC Documents, relevant books, the original copy / copies of proof of transactions,
invoices or other records, including pertaining to any order placed by Your customers. You shall retain records relating to transactions
for a period of 10 (ten) years from the relevant date of the order placed on Your site. Razorpay and the Facility Providers, and/or
governmental agencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other data relating to the
customer’s orders at any time whatsoever and without any prior notice. You shall ensure cooperation with Razorpay, its auditors, Facility
Providers, governmental authorities, or law enforcement agencies for any audit, inspection or pursuant to any other request.

2.19. You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of Razorpay or the Facility
Provider; (ii) represent that You have any rights to offer any products or services offered by Razorpay or the Facility Provider; and (iii)
make any representations to Your customer or any third party or give any warranties which may require Razorpay 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.

2.20. When a customer purchases a goods or services from You, You may, in Your sole discretion, impose any convenience fee on the
customer. Any responsibility or losses incurred by Razorpay as a result of the charge of any such convenience fee by You to Your
customers shall be borne by You. You shall also indemnify Razorpay for such liability or losses.

3. PAYMENT
   
   3.1. Applicable fees for the provision of Services shall be levied by Razorpay from time to time. You agree that the fees shall be charged
   according to the manner, rates and frequency determined by Razorpay. Razorpay reserves the right to update the amount of the fees
   charged at its sole discretion.
   3.2. Fees are exclusive of applicable taxes and Razorpay will charge such applicable taxes on the fees from time to time. You agree that
   any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by You.
   3.3. We will raise monthly invoices in respect of fees charged for Services provided during such months. Invoices are 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. Razorpay shall use good faith efforts to reconcile any reasonably disputed amounts.
   3.4. You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of discrepancies, You shall
   report to Razorpay regarding such discrepancy within three (3) working days. However, if any reconciliation issue is highlighted by You
   to Razorpay after three (3) working days from the transaction date, Razorpay shall not be responsible or liable in any way whatsoever in
   case such queries and/or concerns are not resolved.
   3.5. For fees deducted upfront before provision of the specific Service, it is agreed that if You deposit applicable taxes under Section
   194H of the Income Tax Act, 1961 (in respect of invoices received by You) and furnish to Razorpay Form 16-A in respect of such taxes
   paid, then Razorpay shall reimburse to You, on a quarterly basis, the amount in respect of such taxes paid. In all other cases, with respect
   to invoices received by You, at the time of payment of the Fees, You will withhold applicable taxes under Section 194H of the Income
   Tax Act, 1961 (in case LTDC is provided as per the LTDC issued). You shall deposit the withheld taxes with the government treasury,
   file the statutorily mandated returns and furnish the requisite tax deduction certificate (Form 16-A) to Razorpay within the timelines
   prescribed so as to enable Razorpay to obtain full credit for the taxes deducted at source.
   3.6. You shall be solely responsible for updating Your GST registration number on the Razorpay dashboard before Razorpay generates
   the invoice and shall also submit the GST certificate as part of KYC. Razorpay will raise a GST tax invoice and report the transactions in
   the GST returns based on the information provided by You. The GST returns will be filed as per the statutory timelines, to enable You to
   avail appropriate input tax credit. Razorpay 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. Further, any liability raised on Razorpay by the GST authorities due to
   incorrect information provided by You or deliberate withholding of any statutory information by You shall be recovered by Razorpay
   from You.

4. PRIVACY POLICY
   
   By using the Website, You hereby consent to the use of Your information as we have outlined in ourPrivacy Policy.
5. THIRD PARTY LINKS/OFFERS
   
   This Website may provide links to other websites or resources. Since Razorpay has no control over such third-party websites and
   resources, You acknowledge and agree that Razorpay 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 from such sites or
   resources. You further acknowledge and agree that Razorpay 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. Your interaction with any third party accessed through the Website is at Your own risk, and Razorpay
   will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third
   parties or for any personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with the third
   parties.
6. OUR PARTNERS
   
   This Website also offers You access to information primarily about certain financial products/services including, but not restricted, to
   loan facility, credit cards facility, investment services such as current accounts offered by our lending partners. The terms of use and
   conditions can be accessedhere.
7. DISCLAIMER OF WARRANTY
   
   Razorpay warrants that the Service(s) shall be provided materially in accordance with the services documentation available on the
   Website. Razorpay warrants that the Service(s) will perform in all material respects in accordance with these Terms. To the maximum
   extent permitted by Applicable Laws and except as stated in these Terms, the Services are provided on an “as is” basis. You
   acknowledge that Razorpay does not warrant that the Service(s)s will be uninterrupted or error free or fit for Your specific business
   purposes.
8. LIMITATION OF LIABILITY
   
   8.1. Razorpay (including its officers, directors, employees, representatives, affiliates, and providers) will not be responsible or liable for
   (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or
   consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict
   liability or otherwise, that arise out of or is in any way connected with (i) any failure or delay (including without limitation the use of or
   inability to use any component of the Website), or (ii) any use of the Website or content, or (iii) the performance or non-performance by
   Us or any Facility Provider, even if we have been advised of the possibility of damages to such parties or any other party, or (iv) any
   damages to or viruses that may infect Your computer equipment or other property as the result of Your access to the Website or Your
   downloading of any content from the Website. The Website may provide links to other third-party websites. However, since Razorpay
   has no control over such third-party websites, You acknowledge and agree that Razorpay is not responsible for the availability of such
   third-party websites and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or
   available from such third-party websites. You further acknowledge and agree that Razorpay 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 third-party websites. Such third-party websites may have separate terms and conditions and
   privacy policy, and which are independent of Razorpay and therefore, we advise You to read the terms of use and conditions available
   on such websites before You access any such third- party website.
   8.2. Notwithstanding anything under these Terms, Razorpay’s aggregate liability and that of its affiliates, officers, employees and agents
   relating to the Service(s), will not exceed an amount equal to one (1) month fees paid by You for the specific Service(s) giving rise to the
   liability. Razorpay’s liability under or in connection with Terms will be proportionately reduced to the extent any loss or damage is
   contributed to by You or Your third party providers
9. INDEMNITY
   
   You agree to indemnify and hold Razorpay (and its officers, affiliates, group company, directors, agents and employees) harmless from
   any and against all claims, whether or not brought by third parties, causes of action, demands, recoveries, losses, damages, fines,
   penalties or other costs or expenses of any kind or nature, including reasonable attorneys’ fees, or arising out of or related to Your breach
   of these Terms, Your violation of any Applicable Laws or the rights of a third party, or Your use of the Website or any disputes between
   You and any third party.
10. CARD ASSOCIATION RULES
    
    10.1. “Card Payment Network Rules” refer to the written rules, regulations, releases, guidelines, processes, interpretations and other
    requirements (whether contractual or otherwise) imposed and adopted by the card payment networks. These card payment networks have
    infrastructure and processes to enable transaction authorisation. The card payment networks require You to comply with all applicable
    guidelines, rules, and regulations formulated by them.
    10.2. The card payment networks reserve the right to amend their guidelines, rules and regulations. We may be required to amend,
    modify or change these Terms pursuant to amendments to the Card Payment Network Rules and such amendments, if any, shall be
    deemed to be binding on You with immediate effect.
    10.3. You agree to fully comply with all programs, guidelines, requirements that may be published and/ or mandated by the card
    payment networks. Notwithstanding our assistance in understanding the Card Payment Network Rules, You expressly acknowledge and
    agree that You are assuming the risk of compliance with all provisions of the Card Payment Network Rules, regardless of whether You
    are aware of or have access to those provisions. MasterCard, Visa, Diners, RuPay and American Express make excerpts of their
    respective rules available on their internet sites.
    10.4. In the event that Your non-compliance of Card Payment Network Rules, results in any fines, penalties or other amounts being
    levied on or demanded of us by a card payment network, then without prejudice to our other rights hereunder, You shall forthwith
    reimburse us in an amount equal to the fines, penalties or other amount so levied or demanded or spent by us in any manner in relation to
    such fines, penalties and levies. If You fail to comply with Your obligations towards the card payment networks, Razorpay may suspend
    settlement or suspend/ terminate the Services forthwith.

11. WAIVER
    
    Any failure or delay by Razorpay to enforce or exercise any provision of these Terms, or any related right, shall not constitute a waiver
    by Razorpay of that provision or right. The exercise of one or more of Razorpay’s rights hereunder shall not be a waiver of, or preclude
    the exercise of, any rights or remedies available to Razorpay under these Terms or in law or at equity. Any waiver of any provision shall
    only be effective if made in writing and executed by a duly authorized officer of Razorpay.
12. FORCE MAJEURE
    
    If performance of Services/Website by Razorpay is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes,
    acts of God, epidemic, pandemic, floods, lightning, severe weather, shortages of materials, rationing, 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, revolution, acts of terrorism, civil commotion, acts of public enemies, 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 Razorpay, then Razorpay 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 Razorpay of its obligations herein or incur any legal liability on Razorpay.
13. ANTI BRIBERY AND SANCTIONS LAWS
    
    You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials, representatives, agents or any
    other person associated with or acting on behalf of You from giving, offering, promising to offer, receiving/ accepting or acting in any
    other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the
    country or from abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority,
    elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an
    improper commercial/ business advantage of any kind. Government officials include any government employee, candidate for public
    office, an employee of government- owned or government–controlled companies, public international organisations and political parties.
    You also agree not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of anything of
    value to anybody for the purpose of inducing or rewarding any favourable action or influencing any decision in Your favour.
14. ADDITIONAL TERMS
    
    14.1. You may not assign or otherwise transfer Your rights or obligations under these Terms. Razorpay may assign its rights and duties
    under these Terms without any such assignment being considered a change to the Terms and without any notice to You. If we fail to act
    on Your breach or anyone else’s breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.
    Additional terms applicable to the Services provided by Razorpay or its affiliates are as under:
    (a) The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your and Our observance of the
    same. If You take any legal action relating to Your use of the Website or these Terms, You agree to file such action only in the courts
    located in Bangalore, India. In any such action that We may initiate, the prevailing party will be entitled to recover all legal expenses
    incurred in connection with the legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees.
    You acknowledge that You have read and have understood these Terms, and that these Terms have the same force and effect as a signed
    agreement. This clause shall survive termination of the Terms.
    (b) Without prejudice to any other rights or remedies Razorpay may have, You hereby agree and confirm that Razorpay shall have the
    right to set-off by whatever means the whole or any part of Your liability to Razorpay under these Terms (or any other agreement
    between You and Razorpay 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 Razorpay or its affiliates). You agree that Razorpay 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 Razorpay for the liability owed, You shall pay
    Razorpay a sum equal to any shortfall thereof.
    (c) You shall not (whether on-line or otherwise): (i) describe Yourself as an agent or representative of Razorpay or any Facility Provider;
    (ii) represent that You have any rights to offer any products or services offered by Razorpay or the Facility Provider; and (iii) make any
    representations to Your customer or any third party or give any warranties which may require Razorpay or Facility Provider to undertake
    to or be liable for, whether directly or indirectly, any obligation and/or responsibility to customer or any third party. (d) Razorpay
    reserves the right to make changes to the Website, related policies and agreements, these Terms and the Privacy Policy at any time as it
    deems fit and proper, including but not limited to comply with changes in law or regulation, correct inaccuracies, omissions, errors or
    ambiguities, reflect changes in the process flow, scope and nature of the Services and ancillary services, company reorganization, market
    practice or customer requirements. Upon any change, Your continued use of the Services and ancillary services constitutes acceptance of
    the changes and an agreement to be bound by Terms, as amended. If You do not agree to the changes, You may please discontinue Your
    use of the Services.
    14.2. An end user may avail dynamic currency conversion (“DCC”) services which may be made available by Razorpay to an end user,
    as applicable. The transaction amount payable by the end user towards the purchase of goods or services from a merchant shall be
    inclusive of charges for such DCC services availed by the end user. An end user may reach out todcc_invoice@razorpay.com, by
    providing the payment ID and end user contact number, to get invoices for DCC transactions.
15. ADVERTISING
    
    Some of the Services may be supported by advertising revenue and may display advertisements and promotional material. These
    advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other
    information. The manner, mode and extent of advertising by Razorpay are subject to change without any specific notice to You. In
    consideration for Razorpay granting You access to and use of the Services, You agree that Razorpay may place such advertisements on
    the Services through Website, print media, electronic media, and social media advertising platforms etc.
16. SUSPENSION AND TERMINATION
    
    16.1. Notwithstanding anything to the contrary, Razorpay shall have the right to immediately suspend Services and settlement of any
    monies or payments to You, without any liability to You, in the event of the following:
    (a) You breach any clause of these Terms.
    (b) You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products and Services’ listed below.
    (c) Razorpay receives instructions from Facility Providers or governmental authorities or law enforcement agencies to either suspend the
    Services, or part thereof, or directs to suspend the Services or part thereof regardless of whether there is pending investigation/enquiry
    into any alleged illegal/unlawful activities.
    (d) You use the Services for any transactions which have a high-risk score as per Razorpay’s internal fraud assessment tools and other
    policies.
    (e) Razorpay is of the opinion that there are suspicious circumstances surrounding Your activities.
    (f) Razorpay is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to Your use of
    Services.
    (g) Your products / services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented
    inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/or knock-off goods.
    (h) You materially change the type of the products / services provided to end customers and as declared on the onboarding form, without
    obtaining Razorpay’s prior written permission to use the Services for the new or changed types of services / products, or it is discovered
    by Razorpay that You provided substantially misleading and / or false information about Your products / services as part of the
    onboarding activities.
    (i) Razorpay in its sole discretion determines that Your activities expose Razorpay to risks which are unacceptable to Razorpay.
    (j) Razorpay in its sole discretion is required to do so due to regulatory changes impacting the Services.
    16.2. These Terms are effective upon the date You first access or use the Services and continue until terminated by You or Razorpay. We
    may terminate these Terms or close Your Razorpay account at any time for any reason (including, without limitation, for any activity
    that may create harm or loss to the goodwill of Razorpay). Where Applicable Laws requires advance notice of termination to be
    provided, we will, prior to termination, provide You with the required advance notice of termination.
    16.3. Termination does not immediately relieve You of obligations incurred by You under these Terms. Upon termination, You agree to
    stop using the Services. Your continued or renewed use of the Services after termination serves to renew Your consent to the Terms. In
    addition, upon termination You understand and agree that 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
    You will still liable to us for any fees or fines, or other financial obligation incurred by You or through Your use of the Services prior to
    termination.
17. PROHIBITED PRODUCTS AND SERVICES
    
18. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other
    media); escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites;
19. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
20. Body parts which includes organs or other body parts;
21. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);
22. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
23. Child pornography which includes pornographic materials involving minors;
24. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
25. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
26. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials,
    including OEM or bundled software;
27. 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;
28. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic
    mushrooms;
29. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
30. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
31. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
32. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
33. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to
    software, servers, website, or other protected property;
34. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;
35. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
36. Offensive goods which includes 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.
37. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
38. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic,
    flammable, and radioactive materials and substances;
39. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial
    solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides;
    postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;
40. Securities which includes government bonds or related financial products;
41. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
42. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;
43. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
44. Wholesale currency which includes discounted currencies or currency exchanges;
45. Live animals or hides/skins/teeth, nails and other parts etc. of animals;
46. Multi-Level Marketing collection fees;
47. Matrix sites or sites using a matrix scheme approach;
48. Offering Work-at-home approach and/or Work-at-home information; with an intention to deceive;
49. Drop-shipped merchandise;
50. 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;
51. Provision of any services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone
    to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus
    leading to chargeback and fraud losses;
52. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Webbased telephony, Website supplying medicines or controlled substances, website that promise online match-making);
53. Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the
    authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
54. If You deal in intangible goods/ services (eg. 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 Partner Bank or
    the Acquiring Bank, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of
    them to You from time to time. This shall be without prejudice to any other terms & conditions mentioned in these Terms;
55. Mailing lists;
56. 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 or otherwise exit the
    virtual world;
57. Money laundering services;
58. Database providers (for tele-callers);
59. Bidding/Auction houses;
60. Activities prohibited by the Telecom Regulatory Authority of India;
61. Any other activities prohibited by Applicable Laws;
62. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities);
63. 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.
    The above list is subject to additions / changes by Razorpay, based on instructions received from Facility Providers, without any prior
    intimation to You.

18. DEFINITIONS:
    
    18.1. “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common
    control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”)
    means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person,
    whether through the ownership of voting securities, by contract, or otherwise.
    18.2. “Applicable Laws” means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar
    mandate of any applicable central, national, state or local Governmental/Regulatory Authority having competent jurisdiction and force of
    law over, or application to the Party or subject matter in question, as may be amended from time to time. Applicable Laws shall without
    limitation include any notification, circular, directive or other similar instruction issued by the ‘Financial Sector Regulators’ including but
    not limited to the Reserve Bank of India. Applicable Laws also include rules, regulations, roles, responsibilities and processes as defined
    by NPCI on their websitewww.npci.org.in.
    18.3. “Chargeback” shall mean the reversal (such reversal being requested by a Facility Provider pursuant to a request from the Facility
    Provider’s customer) of the debit of the Transaction Amount that was charged by You, where the reversal is approved by the Facility
    Provider following examination of the Transaction related documents and information furnished by You, consequently resulting in
    Razorpay being charged the Transaction Amount and charges, penalties or fines associated with processing the Chargeback.
    18.4. “Chargeback Amount” shall mean the aggregate amount that the Facility Provider charges Razorpay pursuant to a Chargeback.
    18.5. “Chargeback Documents” has the meaning ascribed to the term in Clause 3.1 hereunder.
    18.6. “Chargeback Request” means a claim for Chargeback by the Facility Provider’s customer.
    18.7. “Claims” means any claim asserted against the Merchant, that is paid or payable to a third party pursuant to an order of a court of
    law, judicial and quasi-judicial authorities.
    18.8. “Customer” means the Merchant’s customer who will be making payments to the Merchant in consideration for goods / services
    availed of by the customer from the Merchant
    18.9. “Device” means the point of sale (PoS) or mobile point of sale (mPoS) devices on which the Razorpay Software is enabled.
    18.10. “Escrow Account” or “ Nodal Account ” is an account held by Razorpay with an Escrow Bank or nodal bank, as applicable for
    the purpose of receiving the Transaction Amount and effecting settlements to You.
    18.11. “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account / Nodal Account under Payment
    Aggregation Guidelines.
    18.12. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake settlements.
    18.13. “Fee Credit” has the meaning ascribed to the term in Clause 2.5 hereunder.
    18.14. “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 Razorpay or the Facility Providers.
    18.15. “OFAC” means the Office of Foreign Assets Control constituted under the law of the United States of America.
    18.16. “Payment Aggregator Guidelines” means, as applicable, the RBI circular DPSS.CO.PD.NO.1102/02.14.08/2009-10 dated
    November 24, 2009 or DPSS.CO.PD.No.1810/02.14.008/2019-20 dated March 17, 2020, including any amendments, clarifications,
    FAQs, etc. which may be issued from time to time.
    18.17. “Payment Instrument” includes credit card, debit card, bank account, prepaid payment instrument or any other instrument issued
    under Applicable Law, used by a customer to pay the Transaction Amount
    18.18. “Permissible Deductions” means (a) fees charged by Razorpay; (b) Chargeback Amount including fines and penalties; and (c)
    any other sum due and payable by You to Razorpay.
    18.19. “Refund” means processing of Your request to Razorpay, for returning the Transaction Amount (or part thereof) to the Payment
    Instrument which was used for effecting the payment of the Transaction Amount.
    18.20. “Terminal ID (TID)” shall mean an unique number assigned to a Merchant that is set up in the Razorpay system. TIDs can be
    associated with any Device at the discretion of Razorpay and the Merchant. Any Device can be de-activated at any time at the request of
    the Merchant.
    18.21. “Transaction” means an order or request placed by the customer with You (or a third-party vendor availing of Your services) for
    purchasing goods/ services from You, which results in a debit to the customer’s Payment Instrument.
    18.22. “Transaction Amount” means the amount paid by the customer in connection with Transaction

PART A – Specific Terms of Use (Razorpay – Online Payment Aggregation Services)

A. Payment Aggregation Services
You agree that the fees shall be charged according to the manner, rates and frequency determined by Razorpay. Razorpay reserves the
right to update the amount of the Fees including for Services for which no charge has been levied previously in accordance with this
clause. You agree that You shall be liable to pay any additional fees as determined by Razorpay in the event:
(a) You avail certain value-added services available on the dashboard irrespective of whether they have been available free of charge
previously.
(b) You avail any new Services not mentioned in these Terms.
You agree that Your use of any Service or a value-added service shall be construed as a consent to any additional fees which may be
levied by Razorpay on such additional Service or value-added service.

1. PAYMENT PROCESSING
   
   1.1. Subject to the General Terms of Use read with the Specific Terms of Use for Payment Aggregation Services, Razorpay shall
   facilitate collection of online payments for products/ services sold by You.
   1.2. Subject to Clause 3 and 4 hereunder, Razorpay shall settle the Transaction Amount (net of Permissible Deductions) into Your
   account within two (2) Escrow Bank working days following the date of the Transaction.
   1.3. If Razorpay settles the Transaction Amount under the General Terms of Use or any Specific Terms of Use thereunder, at an earlier
   time than agreed above, Razorpay shall have an absolute right to recover the Transaction Amount forthwith if the same is not received in
   the Escrow Account within three (3) Escrow Bank Working Days following the date of the Transaction for any reason whatsoever.
   1.4. Razorpay shall have an absolute right to place limits on the Transaction value.
   1.5. You may choose to purchase fee credits from Razorpay in respect of the Services being rendered under this Specific Terms of Use
   for Payment Aggregation Services. It is agreed that in respect of each Transaction, Razorpay shall be entitled to deduct an amount
   equivalent to Razorpay Fees along with applicable taxes from the Fee Credit. You agree that if sufficient funds are not available in the
   Fee Credits, then Razorpay shall be entitled to deduct Razorpay Fees along with applicable taxes from the Transaction Amount. Fee
   Credits are the credits using which You may receive the full settlement amount without any fee deduction. For example, if You have a
   Fee Credit of INR 100 then all the Transactions will be settled in full and the Fees for these payments will be deducted from the Fee
   Credit of INR 100 (“Fee Credit” ).
   1.6. You agree that Razorpay shall be entitled, at its sole discretion, to recover any amounts from You that are charged to Razorpay
   and/or debited by Facility Providers from accounts maintained by You or any reason attributable to the provision of Services to You by
   way of deduction from (i) the Transaction Amount to be settled to You and /or (ii) any of Your other funds held by Razorpay in the
   course of providing the Services. In the event such set-off or recovery does not fully reimburse Razorpay for the liability owed, You
   shall pay Razorpay a sum equal to any shortfall thereof.
   1.7. You hereby acknowledge and agree that in case of reversal of Transaction Amount to Razorpay’s Nodal Account/Escrow Account
   due to any reason, including but not limited to your bank (where your settlement account resides) rejecting acceptance of the Transaction
   Amount for any reason whatsoever, Razorpay may refund the monies to the source account from which it was received. You also
   acknowledge, agree & affirm that in the event, Razorpay in its absolute discretion, determines that, for reasons including but not limited