PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING THIS INTERNET BASED PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS INTERNET BASED PLATFORM.

The domain name www.mosambee.com, an internet-based portal, is owned and operated by Synergistic Financial Networks Private Limited and/or its holding company, subsidiaries, affiliates, and authorized service providers (hereinafter referred to as "Mosambee" or "We" or "Our" or "Us" or "Company"). The domain name is referred to as the "Platform".

Your access or use of the Platform, transaction on the Platform, and use of Services (as defined herein below) hosted or managed remotely through the Platform, are governed by the following terms and conditions (hereinafter referred to as the "Terms of Use"), including the applicable policies which are incorporated herein by way of reference. These Terms of Use constitute a legal and binding contract between you (hereinafter referred to as "You" or "Your" or the "User") on one part and Mosambee on the other part.

By accessing, browsing or in any way transacting on the Platform, or availing any Services on the Platform as provided by Mosambee and its affiliates, You signify Your agreement to be bound by these Terms of Use. Further, by impliedly or expressly accepting these Terms of Use, you also accept and agree to be bound by Our policies, including the Privacy Policy, which also governs Your visit to the Platform, to understand Our practices, and such other rules, guidelines, policies, terms and conditions as are relevant under the applicable law(s) in India and other jurisdictions for the purposes of accessing, browsing or transacting on the Platform, or availing any of the Services, and such rules, guidelines, policies, terms and conditions shall be deemed to be incorporated into, and considered as part and parcel of these Terms of Use. Please note that Mosambee reserves the right to update/ amend these Terms of Use or any other policy included by reference at any time without notice to the User, therefore, You may periodically review this page/link to make sure You have the latest version of the Terms and Privacy Policy (the "Revised Version"). The Revised Version will be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute that arose before the changes will be governed by the Terms in place when the Dispute arose.

The Platform that facilitates payment technology services including loyalty, rewards and gift card, EMI etc. (herein after referred to as the "Services"). Mosambee and its affiliates attempt to be as accurate as possible. Any links to other sites via the Mosambee Platform, over which Mosambee has no control are subject to terms of such links/sites and Privacy Policy of Mosambee. Mosambee 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.

By browsing and/or using Mosambee Services You agree to the following disclaimers:

DISCLAIMER OF WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' AND THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOSAMBEE, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, BRANCHES, SUBSIDIARIES, AND LICENSORS ("MOSAMBEE PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES INCLUDING MOBILE APPS AND YOUR USE OF THEM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MOSAMBEE PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE SERVICES HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT AND ASSUME NO RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY, (VI) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SERVICES AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. THE MOSAMBEE PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOSAMBEE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. UNLESS YOU HAVE BEEN EXPRESSLY AUTHORIZED TO DO SO IN WRITING BY MOSAMBEE, YOU AGREE THAT IN USING THE SERVICES, YOU WILL NOT USE ANY TRADE MARK, SERVICE MARK, TRADE NAME, LOGO OF ANY COMPANY OR ORGANIZATION IN A WAY THAT IS LIKELY OR INTENDED TO CAUSE CONFUSION ABOUT THE OWNER OR AUTHORIZED USER OF SUCH MARKS, NAMES OR LOGOS.

NO LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOSAMBEE BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, AND/OR (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES INCLUDING MOBILE APP (IF ANY), AND/OR (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, AND/OR (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS, AND/OR (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SERVICES, AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MOSAMBEE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (VIII) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OF USE OR OUR PRIVACY POLICY, AND/OR (IX) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, AND/OR (X) LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, OR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND MOSAMBEE'S REASONABLE CONTROL. IN NO EVENT SHALL THE MOSAMBEE PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MOSAMBEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Services would be made available to such natural persons who have agreed to use the Platform. To the full extent permissible by applicable law, Mosambee disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Mosambee does not warrant that this site, its servers, or email sent from Mosambee are free of viruses or other harmful components.

By visiting www.mosambee.com you agree that the laws of relevant jurisdiction ("Applicable Laws"), without regard to principles of conflict of laws, will govern the conditions of use and any dispute of any sort that might arise between You and Mosambee or its affiliates.

As a condition to Your use of the Platform, You must be 18 (eighteen) years of age or older to use or visit the Platform in any manner. By visiting the Platform or accepting these Terms of Use, You represent and warrant to Mosambee that You are 18 (eighteen) years of age or older, and that You have the right, authority and capacity to use the Platform and agree to and abide by these Terms of Use.

The contents on the Platform including information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement and assembly of content, solely contains content provided by Mosambee including without limitation, text, copy, audio, video, photographs, illustrations, graphics and other visuals (collectively, "Content"). The Content is the property of Mosambee and is protected under copyright, trademark and other applicable law(s). You shall not modify the Content or reproduce, display, publicly perform, distribute, or otherwise use the Content in any way for any public or commercial purpose or for personal gain.

These Terms of Use constitute an electronic record in terms of the Information Technology Act, 2000 and rules framed there under, as applicable and amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures.

ELIGIBILITY

For the purposes of availing the Services through the Platform, Mosambee may collect the following personal information from You:

1. Name
2. User ID
3. Email address
4. Address (including country and ZIP/postal code)
5. Gender
6. Age
7. Mobile/Phone number
8. Password chosen by the User
9. Valid financial account information
10. Other details as You may volunteer.

The use/ access of the Platform is only available to natural persons, other than those who are 'incompetent to contract' under the Applicable Law of the relevant jurisdictions That is, persons including minors, un-discharged insolvents etc. are not eligible to use/ access the Platform. By accessing or using the Platform, You accept the terms of these Terms of Use and represent and warrant to Mosambee that you are 'competent to contract' under the contract Act and have the right, authority and capacity to use the Platform and agree to and abide by these Terms of Use.

The Platform uses temporary cookies to store certain data (that is not sensitive personal data or information) that is used by Mosambee for the technical administration of the Platform, research and development and for User administration. In the course of optimizing services to You, Mosambee may allow authorized third parties to place or recognize a unique cookie on the Your browser. Mosambee does not store personally identifiable information in the cookies. Without prejudice to the foregoing You agree that Mosambee shall not be held liable or responsible for 'phishing attacks' on You. You may accept or decline the cookies when you access Mosambee Platform. It is the User's responsibility to set his/her browser to alert him/her to accept or to reject cookies.

Mosambee, at its sole discretion, reserves the right to permanently or temporarily suspend Users, to bar their use and access of the Platform, at any time while Mosambee investigates complaints or alleged violations of these Terms of Use or any Services, or for any other reason.

Representation as to Legal Title

Mosambee does not make any representation or warranty as to the use of the Services offered on the Platform. At no time shall any right, title, claim or interest in the Services provided through or displayed on the Platform vest with Mosambee nor shall Mosambee have any obligations or liabilities in respect of any transactions on the Platform.

You agree and acknowledge that Mosambee shall not be responsible for any claim/ liability/ damages that may arise while transacting and/or procuring Services that have been offered on the Platform.

Use of the Platform

As part of the Services, Mosambee provides Content on the Platform targeted at general public for informational purposes only and does not constitute professional advice or recommendations of any kind. Mosambee and/or its affiliates, accept no responsibility for any legal or financial events or outcomes related to the Services availed through the use of the Platform. Mosambee makes no warranty that the Services will meet Your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free. This includes loss of data or any service interruption caused due to technical glitches or by Mosambee employees/representatives. Mosambee is not responsible for transmission errors, corruption of data.

The Platform may not be used for illegal purposes. The information provided on the Platform and Services may not be used for any illegal purpose. You may not access our networks, computers, or the information and Services in any manner that could damage, disable, overburden, or impair them, or interfere with any other person's or organisation's use and enjoyment. You may not attempt to gain unauthorized access to any information or Services, other accounts, computer systems, or networks connected with the Platform, the information, or Services. You may not use any automated means (such as a scraper) to access the Platform, the information, or Services for any purpose. You may not use the Services for any illegal activity or goods or in any way that exposes you, other users, our partners, or Us to harm. Any attempt by any individual or entity to solicit information of any other user is an express and direct violation of these Terms of Use and of applicable law(s), including relevant privacy and security laws and laws prohibiting unfair or unethical business practices.

Mosambee may, at its sole discretion, suspend User's ability to use or access the Platform at any time while Mosambee investigates complaints or alleged violations of these Terms of Use, or for any other reason.

Copyright

All content included on this Platform, such as text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and products, is the property of Mosambee or its suppliers and is protected by Indian copyright laws. The compilation of all products on this site is the exclusive property of Mosambee and protected by Indian copyright laws. All products used on this site are the property of Mosambee or its suppliers and is protected by Indian copyright laws.

Trademarks

Mosambee, the Mosambee logo, and other marks indicated on our Platform are trademarks of Mosambee or its affiliates. Other Mosambee graphics, logos, page headers, icons, scripts, and service names are trademarks or trade dress of Mosambee or its affiliates. Mosambee' and its affiliates' trademarks and trade dress may not be used in connection with any product or service that is not Mosambee' or its affiliates' as applicable, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits Mosambee or its affiliates. All other trademarks not owned by Mosambee or its affiliates that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Mosambee or its subsidiary or affiliates.

Your License

If you submit material, and unless we indicate otherwise, you grant Mosambee and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Content, subject to the rights you granted to us in these General Terms. You may modify or remove your Content, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

You grant Mosambee and its affiliates and sub licensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you submit; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Mosambee or its affiliates for all claims arising from content you supply

You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libellous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Mosambee's or its partners' products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Mosambee, its affiliates or its customers to harm or liability of any nature.

Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Mosambee may also monitor such Content to detect and prevent fraudulent activity or violations of Our General Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content. We assume no responsibility or liability for any Content submitted by you or any third Party.

Copyright Complaints

Mosambee and its affiliates respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our 'Notice and procedure for making claims of copyright infringement' (mentioned below).
Notice and procedure for making claims of copyright infringement.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Mosambee' copyright agent the written information specified on the Platform. Please note that this procedure is exclusively for notifying Mosambee and its affiliates, that your copyrighted material has been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
• A description of the copyrighted work that you claim has been infringed upon.
• A specific description of where the material that you claim is infringing is located on the site.
• Your address, mobile/phone number, and email address.
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Other Terms

The use of the Platform involves every Users' registration information and browsing history being stored and submitted to the appropriate authorities. The consent and procedure for such collection and submission is provided in the Privacy Policy. The other information collected by Mosambee from Users as part of the registration process is described in the Privacy Policy. The consent and revocation procedures in relation to the same are set out in the Privacy Policy.

The Users are responsible for maintaining the confidentiality of the Users' account access information and password. The Users shall be responsible for all uses of the Users' account and password, whether or not authorized by the Users. The Users shall immediately notify Mosambee of any actual or suspected unauthorized use of the Users' account or password.

If a User provides any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Mosambee has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Mosambee shall have the right to suspend or terminate such account at its sole discretion.

Mosambee may disclose or transfer User Information (as defined in the Privacy Policy) to its affiliates in other countries, and You hereby consent to such transfer. Mosambee shall ensure the same level of data protection that is adhered to by Mosambee as provided for under applicable law, only if such transfer is necessary for the performance of the lawful contract between Mosambee or any person on its behalf and the user or where the User has consented to data transfer.

By accepting these Terms of Use and by registering on the Platform, You consent to be contacted by Us You further consent to receive emails, call and messages notifications and information at any time from Us.

Each User is solely responsible for payment of all taxes, legal compliances, statutory registrations and reporting. Mosambee is in no way responsible for any of the taxes except for its own income tax.

The subscription fees for the Services, if any charged by Mosambee, could be paid online through the facility made on the Platform. Mosambee is not responsible for any loss or damage caused to User during this process as these third parties are beyond the control of Mosambee.Each User undertakes that it shall not do any act or post, display, upload, modify, publish, transmit, update or share any information that –

1. Belongs to another person and to which the such User does not have any right;
2. Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
3. Infringes any patent, trademark, copyright or other intellectual proprietary rights of any third party;
4. Violates any law for the time being in force;
5. Impersonates another person;
6. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
7. Is prohibited under applicable law(s) for the time being in force including the Indian Penal Code, 1860, as amended from time to time and rules made thereunder;
8. 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 cognizable offence or prevents investigation of any offence or is insulting any other nation.

You are also prohibited from:

1. Violating or attempting to violate the integrity or security of the Platform or any Content;
2. Transmitting any information (including job posts, messages, and hyperlinks) on or through the Platform that is disruptive or competitive to the provision of Services by Mosambee;
3. Intentionally submitting on the Platform any incomplete, false, or inaccurate information;
4. Making any unsolicited communications to other Users;
5. Using any engine, software, tool, agent, or other device or mechanism (such as spiders, robots, avatars, or intelligent agents) to navigate or search the Platform;
6. Attempting to decipher, decompile, disassemble, or reverse engineer any part of the Platform;
7. Copying or duplicating in any manner any of the Content or other information available from the Platform;
8. Framing, hotlinking, or deep linking any Content.

Mosambee, upon obtaining knowledge by itself or been brought to actual knowledge by an affected person/User in writing or through email signed with electronic signature about any such information, shall be entitled to disable such information that is in contravention of this Clause or any provisions of these Terms of Use. Mosambee shall be entitled to preserve such information and associated records for at least 90 (ninety) days for production to governmental authorities for investigation purposes.

In case of non-compliance with any applicable law(s), rules or regulations, or these Terms of Use or the Privacy Policy by a User, Mosambee has the right to immediately terminate the access or usage rights of the User to the Services and to remove noncompliant information.

Communications

When You use the Mosambee Platform, You agree and understand that You are communicating with Mosambee through electronic records and You consent to receive communications via electronic records from Mosambee periodically and as and when required. Mosambee may communicate with You by email or by such other mode of communication, electronic or otherwise. You specifically agree that Mosambee shall not be responsible for unauthorized access to or alteration of Your transmissions or data, any material or data sent or received or not sent or received. Further, Mosambee will make best efforts to safeguard the confidentiality of Your personally identifiable information available with it, but transmissions made by means of the internet cannot be guaranteed or made absolutely secure. By using this Platform, You agree that Mosambee shall not be liable for disclosure of your information due to errors in transmission or unauthorized acts of third parties. Without prejudice to the foregoing You agree that Mosambee shall not be held liable or responsible for 'phishing attacks' on You.

Modification of the Platform

Mosambee reserves the right to modify or discontinue, temporarily or permanently, the Platform or any features or portions thereof without prior notice. Users agree that Mosambee will not be liable for any modification, suspension or discontinuance of the Platform or any other part thereof.

Mosambee reserves the right to change or modify these Terms of Use or any policy or guideline, policies or conditions of use of the Platform including the Privacy Policy, at any time in its sole discretion. Any changes or modifications will be effective immediately upon posting the revisions on the Platform and You are not liable to receive specific notice of such changes or modifications. Your continued use of the Platform will confirm Your acceptance of such changes or modifications; therefore, You should frequently review these Terms of Use and applicable policies to understand the terms and conditions that apply to Your use of the Platform.

Governing Law and Dispute Resolution

All disputes will be subject to arbitration at the respective jurisdictions in English by a sole arbitrator appointed by Mosambee under the laws prevalent in the respective jurisdictions as mentioned herein below. You agree to submit to the personal jurisdiction of the courts located within the said jurisdiction, for the purpose of litigating all claims that arise between You and Mosambee.

Unless otherwise required by a mandatory law of any jurisdiction, these Terms of Use (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state or country listed below, without regard to choice or conflicts of law principles.

Further, You and Mosambee agree to the jurisdiction of the courts listed below to resolve any dispute, claim, or controversy that arises in connection with these Terms of Use and Privacy Policy as provide on the Platform of the Company and any non-contractual disputes/claims arising out of or in connection with them.

Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

Severability

If any provision of these Terms of Use is deemed invalid, unlawful, void or for any other reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any of the remaining provisions.

Waiver

No provision of these Terms of Use shall be deemed to be waived and no breach excused, unless such waiver or consent shall be in writing and signed by Mosambee. Any consent by Mosambee to, or a waiver by Mosambee of any breach by Users, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

YOU MUST COMMENCE ANY LEGAL ACTION AGAINST US WITHIN ONE (1) YEAR AFTER THE ALLEGED HARM INITIALLY OCCURS. FAILURE TO COMMENCE THE ACTION WITHIN THAT PERIOD SHALL FOREVER BAR ANY CLAIMS OR CAUSES OF ACTION REGARDING THE SAME FACTS OR OCCURRENCE, NOTWITHSTANDING ANY STATUTE OF LIMITATIONS OR OTHER LAW TO THE CONTRARY. WITHIN THIS PERIOD, ANY FAILURE BY US TO ENFORCE OR EXERCISE ANY PROVISION OF THESE TERMS OR ANY RELATED RIGHT SHALL NOT CONSTITUTE A WAIVER OF THAT RIGHT OR PROVISION.

Headings

The headings and subheadings herein are included for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of these Terms of Use.

Contact Information

If any User(s) has any grievance, comment, question or suggestion regarding any of our Services, please contact our customer service. If any User(s) has any questions concerning Mosambee, the Platform, these Terms of Use, or anything related to any of the foregoing, Mosambee can be reached by email or phone.

Payments

1. You will refrain from engaging in the sale of products and services prohibited/restricted under Terms of Use and shall comply with the provisions therein at all times as available on our website.

In addition, You also agree that:

1. You will offer, at all times, all Payment Methods that are enabled on the terminal as a payment option for customers at your outlet.
2. You will be solely responsible for and bear all risk and liability for products sold at your outlet/store.
3. You will display all the payment/brand logos prominently at your outlet/stores, as provided by us.
4. In the event You stop using the Services or the relationship is terminated as per agreed terms, You will delete all information about a customer received under this arrangement.
5. In the event any customers or we need deletion of any data received from us concerning a customer or if the customer asks you to do so, You will provide an easily accessible mechanism to adhere to this request.
6. You will provide us with any information or allow us to audit documents related to this arrangement, if we request to verify your compliance with this Agreement.
7. You represent that You own all rights in your name, logo, and/or trademark and hereby authorize us, either directly or indirectly, to use the same in any promotional, marketing, and/or publicity activities/material in any published, broadcast, or electronic forum, and in any medium of advertising, publicity, or trade.
8. DISCLAIMER TO BE APPLICABLE: THE SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED 'AS-IS.' SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR QUIET ENJOYMENT.
9. You will not, directly or indirectly: (a) disclose or convey any Transaction Information (except you may disclose this information as necessary for you to perform your respective obligations under this Agreement and to comply with the provisions of applicable laws and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Transaction Information for any marketing or promotional purposes whatsoever; (c) contact a Person that has ordered a Merchant Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase; (d) disparage us, our Affiliates, or any of their or our respective services or any customer; or (e) target communications of any kind on the basis of the intended recipient being a user of the Payment Partner Site or the Payment Partners Associated Properties.

Compliance with Guidelines:

The Merchant consents and agrees to comply with the rules, guidelines, directions, instructions, requests, etc. ("Guidelines") made by the Payment System Providers [including but not limited to the Reserve Bank of India (RBI), National Payments Corporation of India (NPCI) etc.] and Card Associations (including but not limited to Visa, Mastercard, Rupay, American Express etc.) from time to time. The Merchant expressly acknowledges and agrees that it is assuming the risk of compliance with all applicable Guidelines. Merchant further acknowledges that the Payment System Providers, Card Associations and the issuing banks may also put limitations and restrictions on the Merchant on the number of purchases which may be charged on an individual credit card/debit card account during any time period and reserve the right to refuse to make payments in respect of orders exceeding such limit, at their sole discretion. In addition, the Payment System Providers and Card Associations have the right to reject payments made by the Merchant for any reason whatsoever. In the event of failure to comply with obligations towards the Payment System Providers, Mosambee may suspend (pending enquiries) or terminate Merchant's account with immediate effect.

No Guarantee:

The Merchant acknowledges that Mosambee, is not guaranteeing any transactions with the customers in any manner whatsoever and the same shall be subject to relevant authorizations being received from various other parties involved in successful completion of an online transaction (such as acquiring banks, issuing bank, Card Associations etc.).

Customer Data:

The Merchant shall not at any time require the customers to provide Merchant with any details of the accounts held by them with the Issuing and Acquiring Banks including their passwords, account number, card numbers and PIN. Merchant acknowledges that it shall not store any customer card and such related data in any form or manner whatsoever on its websites/ servers.

Merchant Category Code:

Merchant must ensure that the correct line of business is declared under merchant category code (MCC) pertaining to the Merchant and Mosambee reserves the right to withhold settlements and/ or suspend transactions of the Merchant in case of any mismatch or violation in its MCC declaration.

Chargebacks and Refunds:

The Merchant agrees that all refunds and chargebacks shall be the sole responsibility of the Merchant and Mosambee shall not be liable for any claims or disputes which may arise in connection thereof. In the event a fraudulent transaction results into a chargeback then the same shall be resolved in accordance with the provisions relating to chargeback as set out under the agreement between the parties. All refunds shall be made to the original method of payment.

Additional Terms:

Merchant acknowledges that Mosambee is only providing payment aggregation and collection services to the Merchant in its capacity as an intermediary and all legal and financial responsibility in connection with any customer disputes regarding services, delivery, chargebacks, refunds etc. shall be the sole responsibility of the Merchant.

Merchant acknowledges that Mosambee will settle payments as per the timeline agreed under the agreement with the Merchant or its sub-merchants or both, as the case may be. The Merchant will bear and be responsible and liable for payment of all relevant taxes in relation to the payments made to Mosambee for services availed in accordance with these terms.

A. DEFINITIONS

1. Acquiring Banks: Banks engaged in the business of providing banking and other financial services including facilitating payments effected towards transactions by the use of credit cards, debit cards, bank accounts, and other emerging electronic payment services.
2. Authorization: The process by which the Card Payment Networks electronically or otherwise convey the approval of a charge (for a particular Transaction attempted at a particular Merchant Site) on a Valid Credit/Debit Card acceptable to Acquiring Banks.
3. Business Day: Any day of the week (excluding Saturdays, Sundays, or any other day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks are open for general banking business in New Delhi/ Mumbai.
4. Card Associations/ Card Payment Networks: Includes Master Card, Visa, Diners, Amex, etc., and such other associations that authorize and enable card transactions.
5. Chargeback: A dispute initiated by a Customer against a Merchant's Transaction (involving payments made through cards, UPI, wallets, gift cards, etc.) in case of dissatisfaction with the quality of Products or Merchant's Services or on account of any frauds, etc., on the Customer's Valid Credit Card/Debit Card or any other event as more particularly stipulated under clause 7.
6. Customer: Any person holding a Valid Credit Card/Debit Card/Net Banking Account and who purchases Merchant's Services or Products on the Merchant's Site using a Valid Credit Card/Debit Card/Net Banking Account/ UPI/ wallets, etc.
7. Customer Order/Order: An order for the purchase of goods or availing of Merchant's Services at the Merchant's Site. Each Customer Order shall have a designated Customer Order number (available to the Customer) containing the details of the Order, including its status.
8. Customer Charge: The sale price of the Product/ Service purchased by the Customer plus shipping charge (if any) and all other taxes, duties, costs, charges, and expenses in respect of the Product/ Service charged to the Customer.
9. Delivery: In respect of a Product, delivery of the Product to the Customer, or in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Merchant to the Payment Aggregator, the Facility Providers, and the Acquiring Banks.
10. Escrow Bank: The Bank with which the Payment Aggregator holds an Escrow account for the purpose of receiving the amounts collected on behalf of the Merchant and disbursing the same to the Merchant.
11. Issuing Bank: The bank that has issued the Valid Credit Card/Debit Card to the Customer with which the Customer makes payment for the Products / Merchant's Services.
12. KYC Documents: The complete list of documents of the Merchant as prescribed by the Payment Aggregator, that are required to be annexed to the Agreement by the Merchant.
13. Product: A product that is sold/distributed by the Merchant, and that is purchased by the Customer.
14. Scheme Guidelines: The rules, regulations, and requirements set forth by Visa/MasterCard/Diners/American Express/RuPay. These guidelines outline the policies that Merchants, financial institutions, and other stakeholders must follow to participate in the payment system and ensure the secure and efficient processing of Transactions.
15. Settlement Amount: The amount payable to a Merchant in respect of a Transaction for availing the Merchant's Products and Services. It represents the net amount after deducting various fees and charges associated with the Transaction, such as processing fees, interchange fees, and other applicable costs.
16. Transaction Discount Rate (TDR): The rate charged to the Merchant by the Payment Aggregator on the transaction amount processed through the Payment Aggregator and/or the Facility Providers. It includes the Merchant Discount Rate as notified by the Reserve Bank of India (RBI), the Facility Providers, the Acquiring Banks, and card companies from time to time. The Payment Aggregator may revise the TDR as and when it is informed by the Acquiring Banks and Facility Providers and will advise the Merchant of any such change 7 (Seven) days in advance of its effectiveness.
17. Merchant Service: Any service that the Merchant offers to provide.
18. Transaction: Every Order that results in the Delivery by the Merchant to the Customer of the Product(s) / Merchant's Services in respect of which the Order was placed.
19. Valid Credit/Debit Card: A Visa or a MasterCard, Diners, American Express, RuPay Credit/Debit Card, or any other card acceptance facility provided by the Payment Aggregator, the Facility Providers, or the Acquiring Banks and which is not listed in Visa/MasterCard's/Diners/American Express/RuPay and other current warning bulletins.
20. Merchant Settlement Account: The account in which settlements shall be done by the Payment Aggregator to the Merchant, details of which are captured under Schedule I of the Agreement.
21. Merchant's Site/Site: The website with the domain name http://www.<<>> established by the Merchant for the purposes of enabling its Customers to place orders for purchase of Products and Merchant's Services through the Internet.

B. PAYMENT FROM THE MERCHANT

1. Gross Settlement: In the event the Payment Aggregator is gross settling the payments (i.e., without deduction of Charges as stipulated under Schedule I of the Agreement), the Merchant will make payments to the Payment Aggregator on a monthly basis within seven (7) days of raising the invoice by the Payment Aggregator for the said amounts.
2. Taxes: The Merchant shall bear all present and future taxes and other charges levied from time to time by any governmental authority pertaining to or in respect of the Fees/other amounts paid/payable by the Merchant under the Agreement.
3. Rejection of Payment: Merchant agrees and acknowledges that the Acquiring Banks are entitled to reject payment in respect of Orders where: (i) The Authorization process cannot be completed/ fails in relation to a Transaction; (ii) the Customer refuses to pay for the Customer Order because the Product / Service was not as promised/ was defective/ not delivered; (iii) The Issuing Bank advises that the credit card/ debit card number does not match any number on file; (iv) Payment in respect of the Order or the relevant instalment of the purchase price has already been made.
4. Consequences upon Rejection of Payment: Where the Acquiring Bank rejects payments in respect of a Customer Order or demands a refund, the Payment Aggregator may:

1. Deduct the relevant amount from the payments to be made in respect of subsequent Transaction amounts to the Merchant until the Acquiring Bank has been refunded in full; or
2. Demand payment of the relevant amount from Merchant.

C. REPRESENTATIONS AND WARRANTIES

Each of the Parties represent and warrant to the other as under:

1. It has the requisite power and authority to execute and perform the Agreement and the terms and conditions contained herein;
2. It is validly existing under the laws of India;
3. It has procured all necessary licenses for the conduct of its business;
4. The Agreement has been validly executed and delivered and constitutes a legal, valid, and binding obligation on such Party;
5. The execution, delivery, and performance of its obligations under the Agreement does not and will not:

1. Contravene any applicable laws;
2. Conflict with or result in any breach or default under any agreement, regulation, license or authorization binding upon it or any of its assets;

1. Shall adhere to applicable laws in performance of the Agreement and to the rules, guidelines and directions issued by the Acquiring Banks or any other governmental authority with reference to the Services;
2. There are no other commitments or agreements entered into by it which may be in breach of the terms of the Agreement or the obligations of such Party hereunder.

D. OTHER COVENANTS OF MERCHANT

1. In the event there are any payment irregularities or excessive Chargebacks received during the Term of the Agreement, the Payment Aggregator may request the Merchant to provide a certain amount, in the form of a security cover, as mutually agreed, at the time of occurrence of such an event.
2. There are no legal, judicial, administrative, or other proceedings, claims, actions, governmental investigations, orders, etc. pending or anticipated against the Merchant which may prejudicially affect the due performance by it of or enforceability of this Agreement.
3. The Merchant acknowledges that Payment Aggregator and/ or the Acquiring Bank shall not (i) be party and or be bound by any of the terms and conditions of any agreement entered into between the Merchant and its Customers and (ii) be responsible for the quality/ merchantability/ non-Delivery of the Products and/ or Merchant's Services sold to the Customer. All risks associated with Delivery of the Products, accuracy of information published on its Site and resolution of disputes raised by its Customers shall be with the Merchant.
4. The Merchant shall ensure that all the information provided by it to the Payment Aggregator is true and correct, and it shall not describe itself as an agent or representative of the Payment Aggregator. The Merchant shall provide appropriate notice/disclaimer to the Customer on its Site that they are placing the Order solely with the Merchant.
5. The Merchant acknowledges that the Payment Aggregator is not guaranteeing any transactions with the Customers in any manner whatsoever. The Merchant assures that the Customers will place the Orders themselves and agrees not to place Orders on behalf of the Customers.
6. It shall be the Merchant's responsibility to pay to the Payment Aggregator the amount of the penalty/fine imposed by the Card Associations, Acquiring Banks, and Facility Providers on the Payment Aggregator for reasons attributable to the Merchant, including violation of applicable law, rules, and standards of Card Associations and Acquiring Banks.
7. The Merchant shall provide the Payment Aggregator such information and/or assistance as required for the performance of the Services or under applicable law and shall also provide a commercially reasonable level of support in accordance with applicable law to its Customers.
8. The Merchant shall solely be responsible for any loss of Customer information or other data on the Merchant's Site and bear any loss caused due to this.
9. The Merchant shall take all such precautions and measures as may be directed by the Payment Aggregator to ensure that there is no breach of security and integrity of the link between the Merchant's Site and the internet payment gateway ("Hotlink"). In the event of any loss being caused as a result of the Hotlink getting corrupted or rendered unfit for use, the loss shall be to the account of the Merchant.
10. The Merchant shall, prior to accepting any instructions from the Customer, ensure that appropriate consent (such as two-factor authentication, OTP verification, etc.) has been received from the Customer in accordance with the requirements of applicable law and regulations.
11. In the event of any inconsistency between any provision of the Agreement and the standards set out by Card Associations, the standards set out by the Card Associations shall prevail only to the extent of standards set out for use of cards.
12. The Merchant acknowledges that the Card Associations and Acquiring Banks have the right to enforce any provision of the standards and to prohibit the Merchant's conduct that may injure or create a risk of injury to the Card Associations or Acquiring Banks, including injury to their reputation, integrity, core payment systems, or information. The Merchant acknowledges and agrees that the Payment Aggregator may block any Customer account, group of cards, or Transactions from any specific blocked or blacklisted Customer cards, accounts, specific group of IP addresses, devices, geographic locations, and/or any such risk mitigation measures it is required to undertake.
13. The Merchant shall not, without the prior written consent of the Payment Aggregator, disclose the identity of any cardholder or any information whatsoever relating to any Transactions to any other person or otherwise use any information acquired by it in relation to the cardholders other than for the purposes of the Agreement. Provided, however, that any information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction may be disclosed to such court or regulatory authority to the extent specified in the order. Merchant shall abide by all applicable data privacy laws in relation to such information.

E. RIGHTS OF THE PAYMENT AGGREGATOR

If the Payment Aggregator suspects, on reasonable ground, that the Merchant has committed fraud or dishonesty against the Payment Aggregator or any Customer, the Payment Aggregator shall be entitled to suspend all Services (including settlement of payments to the extent of the fraud committed) under the Agreement to the Merchant pending enquiries by the Payment Aggregator.

F. CHARGEBACK OR REFUND

1. The Merchant agrees that the Payment Aggregator shall have the right to Chargeback any Transaction or initiate refund of the full Customer Charge from the Settlement Amounts, whether present or future, as per Scheme Guidelines for:

1. Transactions which are fraudulent, collusive, illegal, misrepresented, or otherwise irregular in any manner whatsoever.
2. Transactions in respect of which a Customer's complaint with respect to the delivery/provision of Product(s)/Services has not been resolved, i.e., no proof of delivery of Product/Services has been provided and the Merchant fails to provide a satisfactory resolution within a reasonable time as may be notified by the Payment Aggregator, regulatory body/authority, issuing institution, or judicial/quasi-judicial body, as the case may be.
3. Any payment (except EMI transactions where the Customer is deemed eligible for EMI by the Issuing Bank and the transaction is processed) which the Customer refuses to honour or demands a refund of because the Product/Merchant's Services purchased was not as promised or was undelivered after the time for delivery stipulated on the Merchant's Site, for any reason whatsoever.
4. Any charge/debit made on a card other than a Valid Card.
5. Where the transaction is, for any reason, unlawful, unenforceable, irregular, or out of the normal pattern.
6. Any transaction made through a card outside the territory authorized for the use of the card.
7. Where any transaction is posted more than once to the cardholder's account.
8. Any charge or debit on a Valid Card for a Product/Service in an amount in excess of the price of that Product/Service stated on the Merchant's Site.
9. Any charge or debit on a Valid Card arising out of any hacking, breach of security, or encryption (if any) that may be attributable by the Acquiring Bank to the Merchant due to the manner in which the Merchant handled Card account information or Cardholder Transaction details.
10. Any information presented electronically to the Bank in respect of the Transaction is not received in accordance with the Acquiring Bank's requirements from time to time.
11. Where the Product/Services covered by the Transaction are rejected/returned, or the Transaction or part thereof is validly canceled or terminated by the cardholder, or if the Merchant fails to provide at all or to the cardholder's satisfaction, Products/Services.
12. Where the Cardholder disputes the nature, quality, or quantity of the Products/Services covered by the Transaction.
13. Where the Cardholder disputes/denies the Transaction or the sale or delivery of the Products/Services covered by the Transaction.
14. Where the Transaction is doubtful or erroneously paid to the Merchant.

1. To the extent applicable, the Merchant shall (a) maintain a fair return, cancellation or adjustment policy in accordance with the type of its business; (b) disclose its return or cancellation policy to Customers at the time of purchasing/availing Product(s)/Service(s). The Merchant shall also cooperate with the Payment Aggregator in resolving any issue or concern raised by the Customer in this regard and escalated to the Payment Aggregator for resolution.

G. INDEMNITY

The indemnities under the Agreement are in addition to and without prejudice to the indemnities given elsewhere in this Agreement and all the indemnities provided herein shall survive the termination of the Agreement.

H. IMITATION OF LIABILITY

1. Without prejudice to any other provisions of the Agreement, the Payment Aggregator shall not be liable to the Merchant for any loss (including consequential losses), or damage whatsoever or however caused or arising, whether directly or indirectly, in connection with the Agreement, including without limitation any:

1. Loss of data contained in the Merchant's Site and/or the servers maintained by the Merchant.
2. Any interruption or stoppage in the Customer's access to and/or the use of the Payment Aggregator's payment gateway not caused by the Payment Aggregator.
3. Any breach of security in respect of or loss of data residing on the server of the Merchant or a third party designated by the Merchant (e.g., a host) or on the server of a Customer or a third party designated by a Customer (e.g., a host).
4. Any failure or delay in performing the Services by the Payment Aggregator, if such failure or delay is caused by the Merchant's acts or omissions; results from actions taken by the Payment Aggregator in good faith to avoid violating applicable laws or to prevent fraud on a Customer.

1. In the performance of the Services, the Payment Aggregator shall be entitled to assume that: (a) messages that originate from the server of the Merchant or the server of a third party designated by Merchant (e.g., a host) have been duly authorised by the Merchant; (b) Messages that originate from the Customer are deemed to be authorised by the Customer. The Payment Aggregator shall not be liable for any losses or damages caused to any person whatsoever as a result of any such message being unauthorized, inaccurate or fraudulent.

I. TRANSACTION LIMITS

Merchant agrees and acknowledges that the Acquiring Banks reserve the right to impose limits on the number of purchases which may be charged on an individual credit card/debit card account during any time period and reserve the right to refuse to make payments in respect of Orders exceeding such limit. The Acquiring Banks also reserve the right to refuse to make payments in respect of Orders from Customers with a prior history of questionable charges.

J. TERMINATION

1. The Payment Aggregator may terminate the Agreement forthwith without notice if the Acquiring Banks terminate the relationship with the Payment Aggregator.
2. Either Party may terminate the Agreement upon breach by the other Party of the terms, conditions, covenants, representations, and warranties contained herein after providing a notice of 30 (thirty) days to the other Party to cure such breach.
3. Either Party may terminate the Agreement and/or any of the Services as detailed in the relevant Schedules if the other Party is: (i) wound up; (ii) files a petition for winding up or a petition for winding up is filed against it and the same is not dismissed within 30 (thirty) days of its being filed; (iii) ceases to carry on business; or (iv) makes an arrangement for the benefit of its creditors or if, a court receiver, liquidator or any other similar officer is appointed as receiver of all/any of the properties of either Party.
4. Upon the expiry or sooner determination of the Agreement for any reason whatsoever, either Party shall- (a) Immediately refrain from any action that would or may indicate any relationship between the Parties; (b) Immediately cease to use in any manner whatsoever, the name of the other Party; (c) Forthwith hand over to the other Party, possession of all documents, material, instructions, manuals, guidelines or other writings (including any copies thereof) and any other property belonging to the other Party and (d) Merchant shall upon termination or expiry of the the Agreement or any relevant Schedule release all the pending payments to the Payment Aggregator accrued till the date of such termination or expiry.

K. SECURITY OF CUSTOMER DATA

The Merchant shall ensure that there are proper encryption and security measures at its Site to prevent any hacking into the information of the Merchant. The Payment Aggregator shall have the right to review and audit the Merchant's security process and controls from time to time and the Merchant shall promptly (or within RBI stipulated time frame) notify the Payment Aggregator in the event of any security breach incidents / customer data breaches to Payment Aggregator on the registered email id of the Payment Aggregator, www.mosambee.com within 6 (six) hours of occurrence of such security breach incident/customer data breach. Monthly cyber security incident reports with root cause analysis and preventive actions undertaken shall be submitted to Payment Aggregator by the Merchant. Unless required under applicable law, the Merchant data shall be stored by the Payment Aggregator for a maximum period of 10 (ten) years from the date of transaction. Post completion of 10 (ten) years, the data will automatically get deleted from the Payment Aggregator's database and the Payment Aggregator shall not be liable to produce the data that is older than 10 (ten) years. The Merchant shall ensure compliance with all applicable laws and guidelines on reporting of security incident breach and customer data breach (including but not limited to applicable CERT-In guidelines).

L. PRIVACY

Parties acknowledge and agree that while fulfilling their respective obligations under the Agreement, each of the Parties captures certain transactions and user information (collectively, the "Data"). The obligations and rights shall be as per the privacy policy of the Payment Aggregator on www.mosambee.com and as updated from time to time.

M. CONFIDENTIALITY

1. For purposes of the Agreement, the term "Confidential Information" shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient, (iii) has been disclosed by Receiving Party pursuant to the requirements of applicable law without restrictions on public disclosure; provided, however, in such case Receiving Party shall prior to such disclosure notify the Disclosing Party about such disclosure requirement such that the Disclosing Party may resist disclosure and/or obtain a suitable protective order.
2. The Receiving Party's obligations in this Clause 13 shall survive the expiry or earlier termination of the Agreement.
3. The Merchant shall not reverse engineer, decompile or disassemble any software comprised in the Net Banking Facilities or make any attempt to do so.
4. To the extent necessary for fulfilling the terms and conditions of the Agreement and as permitted by applicable law, the Merchant hereby authorizes the transfer by the Payment Aggregator of any information relating to the Merchant, to and between the branches, subsidiaries, representative offices, affiliates, representatives, auditors, contractors and agents of the Payment Aggregator or the Facility Providers wherever situated, for confidential use.
5. For the purposes of the Agreement, 'Confidential Information' includes all information designated as "confidential" or "proprietary" or which a party should reasonably know to treat as confidential relating to the trade secrets, operations, processes, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business of any Party actually disclosed or provided to the other Party.

N. INTELLECTUAL PROPERTY

1. For the purposes of the Agreement the "Intellectual Property Rights" shall include but not be limited to Parties' rights in trademarks, copyrights (including any future copyright), design, patent and circuit layout rights and all other intellectual property rights, whether registered or unregistered) as may be applicable.
2. The Merchant represents that they own all rights in their name, logo and/or trademark and hereby authorize the Payment Aggregator to use the same in any promotional, marketing and/or publicity activities / material in any published, broadcast or electronic form, and in any medium of advertising, publicity or trade.
3. Merchant shall not publish any media statement in relation to the Agreement or any Services or use the trademark, name or logo of the Payment Aggregator without prior written consent of the Payment Aggregator.
4. This Clause shall survive the termination or expiry of the Agreement.

O. MISCELLANEOUS

1. These Terms and Conditions along with the merchant agreement constitute the entire Agreement between the Parties pertaining to the subject matter hereof and supersede in their entirety all written or oral agreements between the Parties. The MSA may be varied solely by the Payment Aggregator when alterations are required as per applicable law and/or rules of Acquiring Banks and Facility Providers.
2. Relationship between Parties: This Agreement is entered into by the Parties on a 'principal to principal' basis.
3. Severability: If any provision of the Agreement is determined to be unenforceable for any reason, then the remaining provisions shall remain unaffected and in full force and effect and the Parties agree to be bound by all other provisions of the Agreement.
4. Waiver: If either Party fails to perform its obligations under any provision of this Agreement or the other Party does not enforce such provision, failure to enforce on that occasion shall not prevent enforcement on later occasions.
5. Notices: All notices and other communications in respect of this Agreement shall be given in writing in English by registered airmail, postage prepaid, or by telex or facsimile to the Party entitled thereto at its address in Parties description clause above.
6. Counterparts: This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any one or more of such originals or counterparts. This Agreement may be executed by delivery of the signature page hereof by facsimile transmission or electronic mail in "portable document format" ("pdf"), which shall be as effective as signing and delivering the counterpart in person.
7. Stamping and Registration: Both Parties shall be equally liable to pay the cost incurred on registration and stamping of this Agreement (if applicable).

P. SETTLEMENT PROCESS - AGGREGATOR MODE

1. Payment Aggregator shall settle the undisputed Transaction amounts to the Merchant on a [●] basis minus the amounts (as applicable) and as stipulated in this MSA.
2. Notwithstanding anything contained in this MSA, Payment Aggregator/ Acquiring Bank/ Issuing Bank reserve the absolute right to withhold whole or any part of the settlement amount/s due to the Merchant in the following scenarios:

1. If Payment Aggregator/ Acquiring Bank/ Issuing Bank suspect that the Merchant is engaging in any kind of suspicious activities during its risk evaluation process or is suspected to be involved in any fraudulent/illegal activity, in that case, the Settlement Amount(s) (lying with the Payment Aggregator), shall be withheld until Payment Aggregator/ Acquiring Bank/ Issuing Bank conclude their evaluation/assessment in favour of the Merchant as per their internal norms/rules/policies; and/or
2. Where Payment Aggregator/ Acquiring Bank/ Issuing Bank need to withhold such Settlement Amount/s in order to comply with any order/direction of a law enforcement agency or a regulatory body/institution or under applicable laws in such a case, the Settlement Amount shall be withheld until the time such order/direction of such law enforcement agency or a regulatory body/institution or any other body (authorized as per applicable laws) is applicable.

1. In the event any settlement amount is withheld by Payment Aggregator as per the above clause P1, Payment Aggregator shall issue an advance notice of at least 10 (ten) Business Days, wherever permissible, to the Merchant seeking any information with respect to such withholding, that it may deem relevant. The Merchant, in response to the notice, shall be required to provide the requisite information, including but not limited to a reasoning, proof(s) and/or explanation towards remedying the issue, within such timelines as agreed between the Parties in this regard.
2. Subject to provisions of this MSA, the Payment Aggregator agrees to pay the Merchant, the Customer Charge less: (i) the sum of all Customer Charges denied, refused, or charged back by the Customer or the Credit Card/Debit Card service provider; (ii) all inquiries, disputes, cancellations, refunds processed on account of Merchant's Customer Charges during the period; (iii) any taxes, penalties, rolling reserves, charges or other items reimbursable under this MSA; (iv) any amounts due to Payment Aggregator with respect to any other transactions with the Merchant; (v) any charges, penalties imposed by Card Associations, Acquiring Banks or Facility Providers upon the Payment Aggregator w.r.t any transaction done through Merchant's Site; (vi) any bank fees, transaction fees or service penalty incurred by Payment Aggregator due to chargebacks or excessive refunds; and (vii) Payment Aggregator's Transaction Discount Rates for all Products / Merchant's Services subject to proof of Delivery being submitted to Payment Aggregator and all inquiries, disputes, refunds processed on account of Merchant's Customer Charges.
3. Where the Payment Aggregator, Facility Providers and Acquiring Banks are entitled to reject payments in respect of an Order or demand a refund, the Payment Aggregator shall be entitled to set off and deduct from any payment due to Merchant, and in doing so the Payment Aggregator may (i) debit Merchant's account held with Payment Aggregator; and/or (ii) deduct outstanding amount from subsequent credits to the Merchant's account, and/or (iii) if there are insufficient funds available therein, claim from Merchant the amount paid to Merchant by the Payment Aggregator in respect of the relative sales.

Q. WITHHOLDING OF CHARGE ON TERMINATION

In the event that one Party serves a notice of termination of Schedule I of the Agreement on the other Party, the Payment Aggregator shall solely at its own discretion be entitled to withhold 30% of amounts payable to Merchant in respect of each Customer Charge arising on the date of such termination of Services for a period of 15 (fifteen) days. In the event that the Payment Aggregator terminates Schedule I of the Agreement as a result of breach by the Merchant, the Payment Aggregator shall be entitled to withhold 100% of amounts payable to the Merchant in respect of each Customer Charge arising after the date of such breach up to a period of 120 (one hundred twenty) days from the date of such breach.

Same Day Settlement

This Terms of Use is between you ("You", "Your" or "Merchant") and Mosambee ("we", "us" or 'Mosambee"). By engaging, using or registering an account for an additional value-added feature viz. Same Day Settlement ("Feature"), You shall be deemed to have accepted these terms. From time to time, we may amend these terms by sending You updates terms via email ID provided by You. Your continued use of the Feature after such updates means that You agree with the revised terms. If You do not agree with any provision or any subsequent amendment, please do not use the Feature.

The Mosambee Terms of Use of site and Privacy Policy as updated on www.mosambee.comshall continue to apply. Provided however, if there is a conflict/ inconsistency between these Terms of Use and the Product Terms and Conditions, the matter shall be referred to Mosambee and Mosambee decision shall be final and binding on the Merchant. Should You have any questions or concerns please contact us on the Helpdesk available on the Mosambee App.

Definitions

The capitalized terms and expressions used in these Terms of Use but not specifically defined herein shall have the meaning ascribed to such terms and expressions in Mosambee Mosambee App Terms of Use.

Process Flow

1. The process for each Payment Mode transaction for which the Merchant wishes to use the Feature shall be as under:
2. The Merchant shall, on a Customer choosing an option to make a payment-by-Payment Mode, obtain an Authentication in respect of such Customer.
3. Mosambee shall thereafter obtain an Authorization for such Payment Mode transaction attempted to be affected by the Customer.
4. On completion of Authentication and Authorization, Mosambee shall prefund the nodal account with an amount equivalent to 95% of the relevant amounts due from the Customer to the Merchant in respect of such Payment Mode transaction ("Purchase Price", and the amount so pre-funded by Mosambee is hereinafter referred to as "Pre-funded Amount"), and transmit the Pre-funded Amount, after making the deduction of the applicable service/ convenience fees due to it in respect of the Feature, from the nodal account to the Merchant bank account on the same day i.e. T+ 0 day (or such other timelines as may be communicated to the Merchant via the commercial tab on the Mosambee App);
5. On T+1 day, Mosambee collects the Purchase Price from the Issuing/Acquiring Institution (as applicable) which amounts shall be transmitted onwards in accordance with sub-clause 2.5 below; and
6. On receipt of the Purchase Price from the Issuing/Acquiring Institution (as applicable), Mosambee shall transmit 95% of the Purchase Price from the nodal account to Mosambee's designated bank account towards settlement/ adjustment against the Pre-funded Amount, and after making the deduction of the applicable fees due to it in respect of the relevant Payment Mode transaction (other than the fees payable in respect of use of the Feature), transmit the remaining 5% of the Purchase Price from the nodal account to the Merchants bank account on T+1 day (or such other timelines as may be communicated to the Merchant via the commercial tab on the Mosambee App).
7. As and when IMPS is available and offer by Mosambee to its Merchants all IMPS charges applicable on transactions shall be payable by the Merchant.

Authorizations

1. By accepting these Terms of Use for the Feature, the Merchant unconditionally and irrevocably agrees, acknowledges and authorizes Mosambee to hold, receive, disburse and settle funds on Merchant's behalf. Your authorization irrevocably permits Mosambee to credit and debit the nodal account in the manner set out in Clause 2 above, including without limitation to: (a) pre-fund the nodal account; and/or (b) on receipt of the Purchase Price from the Issuing/Acquiring Institution (as applicable), transfer an amount equivalent to the Pre-funded Amount from the nodal account to the Mosambee's bank account.
2. Your above authorizations shall be irrevocable and remain in full force and effect until the later of: (a) Your account with Mosambee is closed or terminated, or (b) Mosambee has received the Pre-funded Amount and applicable fees and other charges in connection therewith.
3. The Merchant will bear and be responsible and liable for the payment of all relevant taxes in relation to the payments made under these Terms of Use.
4. A facilitate/ convenience fee for right to use/avail Feature shall be notified to the Merchant from time to time and may be on monthly, quarterly or annual basis. The Merchant agrees, acknowledges and authorizes Mosambee to debit the service/ convenience fees for availing the Feature in the manner set out in Clause 2.3 above.

Fees and Payments

1. Without prejudice to and in addition to the irrevocable authorization given by the Merchant in favor of Mosambee to transfer an amount equivalent to the Pre-funded Amount from the nodal account to the Mosambee's bank account, the Merchant agrees that payment of the Pre-Funded Amount and other applicable charges and fees to Mosambee shall be made no later than 15 (fifteen) calendar days from date of the MPR. Sending of MPR via email to registered email id or through the Mosambee App shall constitute as date and receipt of invoice.
2. If the Pre-funded Amount or other sums payable under these Terms of Use are not paid when due, the Merchant shall pay to Mosambee interest on the outstanding amount at the rate of 2% per month calculated on a daily basis and compounded quarterly from the due date until payment.
3. For the purpose of payment of the Pre-funded Amount, fees and other charges under these Terms of Use and/or recovery of any amounts due from the Merchant to Mosambee or lending entities associated with Mosambee, the Merchant give his unconditional consent and authorize Mosambee to make direct debit from the existing or any new Merchant bank account from where the Acquirer Bank has issued the TID on the Merchant's Device by submitting a Direct debit mandate in favor of Mosambee. The Merchant further authorizes Mosambee to recover all costs and expenses in the event the payment of any amounts and other monetary obligations are not honored on the respective due dates as per the Direct debit mandate/ACH/ NACH or any other mode as may be notified. If required, the Merchant shall provide a new valid Direct debit mandate form/ ACH/ NACH for debiting the Merchant's account in the manner as may be required by Mosambee from time to time.
4. If Mosambee determines at any time during the term of the Feature that in order to continue to pre-fund the nodal account it needs to re-assess the credit profile of the Merchant, then the Merchant shall immediately provide information and documents regarding Merchant's ownership, operations and financial position upon request to Mosambee. In the case of failure/ default by the Merchant in providing such information and documents, Mosambee reserves the right to withdraw/ discontinue the Feature for such defaulting Merchant, without any further notice.

Analytics

1. Unless otherwise stated, all reports, data, information, numbers, statistics and other content generated using Analytics shall be the property of Mosambee.
2. You agree and understand that Analytics cannot share the finer details or back up proofs used for generating the reports/analysis.
3. You agree not to misuse Analytics and to only use it in a manner consistent with its stated purpose of analyzing and visualizing data. In particular, you will not use Analytics in a way that is unlawful or may infringe on the legitimate rights of others.
4. By using Analytics you agree to keep all data, reports, content generated herein as confidential and not disclose or share the same with any third party for any reason whatsoever.

Loyalty

1. In-Store Marketing: Merchant participation in the Program will receive coverage in the 'Pay by Points' related in-store marketing material which will be deployed at merchant stores and such other channels as may be decided by Mosambee.
2. Term & Termination: The Pay by points program would continue from the date of signing of this letter until Terminated or deactivation of Plutus terminal at merchant location, whichever is earlier. Either Party reserves the right to terminate this Reward Program for any reason by giving two (2) month's written notice to the other Party. In all events of termination, both parties shall provide each other all the outstanding amounts, if any, and the said payment shall remain the continuing obligation of the parties till all matters connected therewith are settled.
3. Mosambee Payments: Timely payments to Mosambee would be pre-condition to ensure continuity in Pay by Points program, settlement of Merchants and for transfer of payments to program Partners. For the monthly Fixed Program Management Fee, Mosambee will raise the invoice to the merchant at the end of every month with a 30 (thirty) day credit period.

Promozone

1. You agree that the Company may on its products and services, place any content, marketing promotion benefits, advertisements, promotions, listings, bookings etc (including third party content) offered either directly or through its merchants/vendors ("Promotion Materials").
2. You acknowledge and agree that, for products and services availed through these Promotion Materials being offered by its various merchants/vendors, the Company (i) is neither a warrantor nor gives any guarantee, either expressed or implied, (ii) is not liable for any defect or fault, and (iii) shall not be responsible for any claims, post-sale claims, genuineness etc.
3. You agree to handle such issues and disputes directly between You and the Merchant/vendor. You also agree that any such issue or disputes regarding the warranty, guarantee, quality, and service will be addressed as per the terms and conditions of the merchants/vendors.

Affordability

1. Merchant understands that Mosambee services can enable connectivity to various Issuer Banks/NBFCs who may offer Loan/EMI facility. Merchant agrees such EMI offers are at the sole discretion of Issuer Banks/NBFCs. Mosambee has no role to play in the same. Such Issuer Banks/NBFCs may charge rates of interest from customers as per their prevailing rates of interest which may change from time to time without any prior notice
2. Merchant agrees to follow the guidelines issued by Reserve Bank of India from time to time in relation to EMI Transactions. Merchant agrees that Mosambee will not be responsible for any loan defaults of credit/debit card/NBFC card customers as it is a direct transaction between Issuer Bank/NBFC and customer.
3. Minimum & Maximum transaction amount on which EMI can be offered is set as per the limit prescribed by the Issuer Bank/NBFC/OEM.
4. The interest rates are subject to change as informed by relevant Issuer Banks/NBFCs.
5. All service taxes / Government taxes, duties, levies and surcharges shall be charged over and above the interest amount. Mosambee or Card industry stake holders like Issuer Banks/NBFCs and card association (Visa / Master / Amex / Diner / JCB / Rupay) can print any campaigns / promotional details on the customer charge-slip that gets printed on the Plutus Devices.
6. The Merchant agrees not to advertise / market / publicize in any manner, EMI schemes as 'zero percent' / 'interest free' in letter and spirit.
7. Merchant shall promote goods & services through EMI-Scheme/loan facility on debit cards issued by certain Issuer bank/NBFCs such as SBI, Axis Bank, ICICI, Federal bank, Mahindra Finance, Zest Money, Tata Capital, Money Tap (may be added in our discretion from time to time) and such facilities shall be provided by the Issuer Bank/NBFC to its customers and cardholders via its Merchant Outlets.
8. Issuer Bank/NBFC in discretion approves/disapproves any EMI Scheme or loan facility, as the case maybe.
9. For Debit EMI only, upon approval from the concerned Issuer Bank, Mosambee shall undertake a validation transaction of Rs. 1/- via acquiring network for the purpose of authentication of the Customer and collect the remaining loan amount from the Issuer Bank and forward the same to the Merchant's account after deducting the service fees (as mentioned in agreements executed between parties) and applicable taxes.
10. Mosambee only facilitates EMI-related cashback offers and schemes on its PoS. For any queries related to credit of cashback or offer details, please reach out to the respective brands/banks.
11. Merchant understands and acknowledges that any offering by Merchant to the customer towards Instant payback/ cashback / discount program (wherein the participating customers would be provided the benefit of instant redemption at the time of purchase of the Goods/ Services subject to fulfilment of applicable terms and conditions) shall be set off upfront from the transaction amount and accordingly the settlement by Mosambee to the Merchant shall be done with the net amount.

Restricted Merchant Categories

As it is in all businesses, there are certain categories where no banking facility should be ideally leveraged and as part of the financial industry, Mosambee also complies with the policy and procedures laid down as per Industry standards. Hence, below category of merchants are restricted from being provided a terminal from Mosambee. This list will be updated here time to time and will be shared with the Sales leaders.

1. Merchants involved in intangible goods/unrealistic services (businesses offering treatments that claim to restore beauty/youth)
2. Where reputational damage can happen to the Acquirer by implication, such as Dance bars, Massage parlours, Escort services, merchant establishments dealing in pornography, Online Adult Membership, Adult Book Stores, Adult Telephone Conversations and other socially unacceptable merchandise/services
3. Miracle cures, which include unsubstantiated cures, remedies, or other items marketed as quick health fixes
4. Offensive goods, including literature, products, or other materials that harm the reputation of any person or group based on race, ethnicity, national origin, religion, sex, etc., encourage or incite violent acts, or promote intolerance and/or hatred
5. Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials
6. Military arms, firearms, and ammunitions
7. Pyrotechnic devices and hazardous materials, including fireworks, toxic, flammable, and radioactive substances
8. Selling legal highs (including narcotics or other psychotropic substances)
9. Tobacco, cigars, and cigarettes, including related products
10. Counterfeit and unauthorized goods, including replicas or imitations of designer goods, items requiring celebrity endorsement but lacking one, fake autographs, counterfeit stamps, and other unauthorized goods
11. Lobby groups
12. Casinos and gambling equipment, including "Junket Operators" that arrange gambling tours, Sweepstakes, lotteries, raffles, and gambling outlets
13. Gaming/gambling, including lottery tickets, sports bets, memberships/enrollment in online gambling sites, and related content
14. Betting, bookmaking, racing – Car/Animals
15. Live animals or hides, skins, teeth, nails, and other animal parts
16. Body parts, including organs or other body parts – live, cultured/preserved, or from cadavers
17. Endangered species, including plants, animals, or their derivatives in danger of extinction
18. Hacking and cracking materials, including manuals, how-to guides, or information enabling illegal access to software, servers, websites, or other protected property
19. Prescription drugs, herbal drugs, or online pharmacies requiring a valid prescription
20. Multi-Level Marketing collection fees or matrix scheme-based businesses
21. Credit repair companies/debt consolidation firms
22. Money Changers, Remittance Services, Money Transmitters, Check Cashing Businesses, Currency Exchange
23. Businesses involving unscrupulous traders (e.g., pawn-brokers, money-lenders, etc.)
24. Entities engaged in chit funds/unauthorized financial schemes
25. International merchants without a local presence in India
26. Mining/Oil drilling & refining
27. Houses of worship (e.g., churches, temples, etc.) owned or funded by politically exposed persons, religious organizations, or charities/non-profits
28. Merchants operating from mobile offices
29. Merchants engaged in products or services requiring specific licenses that are unavailable or invalid
30. Merchant establishments where the promoter/partner/proprietor/owner appears in RBI Defaulters/negative lists or partner bank's negative list
31. Merchants involved in any product or service that violates applicable laws and regulations (federal, state, local, or international, including Indian laws)
32. Jewellery merchants
33. Any form of club memberships