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.

By accepting the terms or by accessing, using, or availing any part of the Service, You expressly agree to and consent to being irrevocably bound by these “Terms and Conditions” and all of the terms set out herein. If You do not agree with any of these Terms and Conditions, You must immediately cease accessing and/or using the Penpay Site or other portals, or the Services being provided under these Terms and Conditions. Your acceptance of these Terms and Conditions will operate as a binding agreement between “You” and Penpay Technologies Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at House No. 147, KH.No. 241/2, 3rd Floor, New Mangla Puri, Gadaipur, South West Delhi, New Delhi, Delhi, India, 110030 (“Penpay” or “Us”) in respect of Your use of the Services.

We may amend this user agreement and any of the policies from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If you do not agree to the revised terms and conditions, you must stop using the Penpay services, close your account, and terminate your relationship with us without cost or penalty. This user agreement will continue to apply to your previous use of our services. By continuing to use our services after any changes to this user agreement or any of the other applicable terms, agreements, or policies listed above, you agree to abide and be bound by those changes.

Penpay’s Privacy Policy is provided separately on the website and is an integral part of these Terms and Conditions. Thus, while accepting these Terms and Conditions, You are confirming that you have read and unequivocally accepted our Privacy Policy.

You acknowledge and agree that all references to “Penpay” shall mean the Penpay affiliate for theSpecific Terms of Use. You further agree that any claims relating to or arising from the SpecificTerms of Use shall be brought solely against such Penpay affiliates providing Services. Penpayshall have no liability in respect of the same. You may not use the Services if You do not acceptthe Terms. If You do not agree to be bound by these Terms and the Privacy Policy, You may notuse the Website in any way. It is strongly recommended for You to return to this page periodicallyPage | 2to review the most current version of the Terms in force. PenPay reserves the right at any time, atits sole discretion, to change or otherwise modify the Terms without prior notice, and Yourcontinued access or use of the Website signifies Your assent/ratification of the updated or modifiedTerms. 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 agreeto additional terms (if any) in connection with specific services that You may avail from time totime. The Services provided by PenPay through the Website are available and are appropriate onlyfor use in India.

USER REGISTRATION

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 Penpay account. Accordingly, You are responsible for all activities that occur under Your account/in using Your secure credentials and Penpay shall not be liable for any such change or action performed by using Your secure credentials on the Website.

You must register with us and open an account (“Penpay Account”) in order to use the Services You agree to:

(a) provide only current, accurate and complete information about yourself in the course of registering to use the Services (such information being the "Registration Information")

(b) maintain and promptly update the Registration Information, as necessary, to keep it true, accurate, current and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will not have any cause of action against us for such suspension or termination of your account.

You represent that you are the legal owner of, and that you are authorized to provide us with, all Registration Information, account information and other information necessary to facilitate your use of the Services.

For registration of your business, you are permitted to apply and enroll only if you represent a legitimate business and have the authority to enter into these Terms and Condition on behalf of the business. You represent and warrant that you are duly authorized by the business entity to accept this Agreement and have the authority to bind such business entity to the terms and conditions given in this Agreement. Further, you represent and warrant that the business entity will continue its acceptance through the then authorized signatories, the terms of this Agreement as may be modified from time to time as long as such business entity continues using the Services.

USAGE OF WEBSITE AND SERVICES

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 Penpay 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 (e-mail), whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode. You hereby agree that Penpay 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 Penpay, 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.

You specifically understand and agree that by using the Website You authorize Penpay, 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 Penpay 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.

You agree and authorize Penpay to share Your information and make Your details available to its partner banks/financial institutions, its group companies, affiliates, vendors, service Page | 4 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 Penpay 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 Penpay in accordance with this clause upon Your prior consent.

You further represent and warrant that the business entity has all the requisite consents, approvals, certificates, agreements, registrations and licenses in accordance with the laws, regulations, rules and guidelines in force in India from time to time.

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 Penpay 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. Penpay shall adhere to best industry practices including information security, data protection and privacy law while processing such applications. However, Penpay 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.

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.

You are prohibited from posting or transmitting to or through this Website: (i) any unlawful, threatening, libelous, 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 Page | 5 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.

PAYMENTS AND KYC

You agree and acknowledge that for undertaking any payment and/or financial transaction through the Website, Penpay 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 Penpay 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.

You agree and covenant that before the commencement of any Service(s) under these Terms, You shall provide the necessary documents (as determined in Penpay's sole discretion or when required by Facility Providers or governmental authorities or law enforcement agencies) (“ KYC Documents”) to enable Penpay to conduct the due diligence in respect of inter alia You and Your business / activities. Penpay 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 Penpay to rely on the KYC Documents provided by You for providing Services. You further acknowledge and agree that Penpay 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.

Applicable fees for the provision of Services shall be levied by Penpay from time to time. You agree that the fees shall be charged according to the manner, rates and frequency determined by Penpay. Penpay reserves the right to update the amount of the fees charged at its sole discretion.

Fees are exclusive of applicable taxes and Penpay 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.

You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of discrepancies, You shall report to Penpay regarding such discrepancy within three (3) working days. However, if any reconciliation issue is highlighted by You to Penpay after three (3) working days from the transaction date, Penpay shall not be responsible or liable in any way whatsoever in case such queries and/or concerns are not resolved.

THIRD PARTY LINKS TO OTHER WEBSITES

This Website may provide links to other websites or resources. Since Penpay has no control over such third-party websites and resources, You acknowledge and agree that Penpay 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 Penpay 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 Penpay 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.

Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. If you browse and interact on any other website, including those that have a link on our website, this will be subject to that website's own rules and policies.

RIGHTS YOU GRANT TO US

By submitting information, data, passwords, user names, other log-in information, materials and other content to us, you are granting us the right to use that for the purpose of providing the Services. We may use and store the content in accordance with this Agreement and our Privacy Policy, without any obligation by us to pay any fees or be subject to any restrictions or limitations. By using the Services, you expressly authorize Penpay to access your account information and payment information and submit the same further for processing your payments to any party to whom it is required to be submitted for the purpose of providing you Services. We shall be acting as an intermediary, while providing you payment facilitation services. You agree that our role is limited to facilitating your payment instructions and providing other values added services.

OWNERSHIP AND INTELLECTUAL PROPERTY PROTECTION

The Services are protected by copyright, trademarks, patents, trade secret and/or other intellectual property laws. We own the title, copyright and other worldwide intellectual property rights in the Services and all copies of the Services, thereof. Moreover, this agreement does not grant you any rights to the Intellectual Property Rights in Services.

Nothing contained herein authorized you to use or in any manner exploit any intellectual property rights of us or our affiliates, group companies, service providers, the payment service providers, without our prior written consent, expect where the consent is already provided under these Terms and Conditions.

You may choose to, or we may invite you to, submit comments or ideas about the services, including without limitation to, about how to improve the services or our products. By submitting any idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the idea without any additional compensation to you, and/or to disclose the idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

The Contents of the Website are proprietary to Penpay and you will not have any authority to claim any Intellectual Property Rights, Title, or interest in the contents of the website of Penpay.

The structure, color and other creative details of the Dashboard are proprietary to Penpay and you will not have any authority to claim any Intellectual Property Rights, Title or interest in the creative details of the user interface of the Dashboard.

You and We acknowledge that any trademarks, copyrights or patents used or adopted by a Party in the conduct of its business are the sole property of the respective owners.

Except as expressly set out no assignment of or license under any trademark or service mark or any other Intellectual Property Right, whether registered or not, owned or controlled by a Party is granted to the other under these terms and Conditions. “Intellectual Property Right” means any and all Patents, Copyrights, Trade Secrets, Trademark Rights, Design Rights, Software Code and other Proprietary or similar rights in Intellectual Property, existing now or in the future, including the rights to secure registrations, renewals and extensions thereof.

Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property Rights of the other Parties without the prior written consent of the other party, and the user shall be in compliance with this Agreement and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the Intellectual Property Rights of any third party.

No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, or domain name using or incorporating the Intellectual property of the other Party.

Each Party acknowledges that upon the expiry or termination of this agreement, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.

It is agreed upon between the Parties, that during the Term any promotion or publicity of the Service would always carry “Merchant” and “Penpay” service marks or the appropriate Merchant and Penpay marks as may be agreed between the parties.

API INTEGRATION

You shall not integrate with Penpay for any Services or use any plugins or other software development kits unless you have completed the KYC and entered into an appropriate agreement with us. In case, you choose to integrate services without complying with the request in this clause, your services will be liable for termination by Penpay with immediate effect.

Penpay has integrated its Platform with several financial institutions. The integration of our Platform is done in accordance with the documentation of the Application Programming Interface (API).

You may choose to integrate with APIs provided by Penpay in accordance with the documentation provided by Penpay for such integration. You shall be responsible for such integration with the Penpay Platform.

Penpay shall be responsible for the maintenance, development and management of the Penpay platform. Penpay shall also ensure to secure the Platform in accordance with the prescribed guidelines from time to time by financial institutions or Reserve Bank of India or any other regulatory body. Penpay shall ensure to take steps related to business continuity and disaster recovery of the Penpay platform in accordance with the prescribed guidelines.

You must ensure that your website and the web application is secured in accordance with the prescribed guidelines issued by the Reserve Bank of India from time to time. You shall not store any data on the website or web application and in case, you do, Penpay takes no responsibility of such data or its protection.

The incidents related to breach of data or breach of security shall be informed by you within 24 hours of occurrence of such incident. You are advised to take due steps to ensure that the transactions are monitored and does not fall under fraud and anti-money laundering activities in accordance with the applicable law.

You ensure to keep logs of all transactions and necessary details related to the availment of services from our Platform in a manner prescribed by the applicable laws, and also obtain proper consent of the Customer for use of such information about the rendition of services.

Penpay may call upon you to share the relevant information about the transactions with the Customer or the information gathered by you about he Customer for its internal audits or in case such information is required to undertake any investigation about fraud or illegal activity by the law enforcement agency or the regulators.

PRIVACY PROVISION AND DATA PROTECTION

Penpay’s Privacy Policy explains how we treat your personal data and protect your privacy when you use our services. By using our services, you agree that Penpay can use such data in accordance with our policies.

You agree and understand you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the services.

The Merchant shall ensure such administrative, technical, physical safeguards and processes, procedures and checks including to secure the information which is received from any Customer in relation to a card as may be required under applicable law and which safeguards the current data at place or generally accepted security standards in the financial service industry.

The administrative, technical and physical safeguards, process, procedure and checks as provided shall be designed to:

• a.Protect the security and confidentiality of the information of the customer in the possession of the Merchant;
• b.Ensure protection against any anticipated threats or hazards to the security or confidentiality of the Customer information;
• c.Protection against unauthorized access to or use of the information of the customer or associated records which could result in substantial harm or inconvenience to Penpay;
• d.Ensure the proper and secure disposal of such data

Without limiting the generality of the foregoing, the Merchant shall initiate all measures that a prudent organization, in a similar situation would take to secure and defend its systems that contain the information of the customer, against the ‘hackers’ and who seek without authorization, to modify or access its system or the information of the customer. The Merchant shall periodically test its system for potential areas where it could be breached.

The Merchant covenants that it shall take best efforts against:

• a. Any unauthorized or unlawful processing or the alteration of the information of the customer in the system of the merchant;
• b. Any resultant loss or destruction of, or damage to, the customer information due to unauthorized processing or alteration;
• c. Unauthorized and accidental access, processing, erasure transfer, use, modification or other misuses of information of the customer, and shall ensure that only authorized personnel bound by adequate confidentiality obligation shall have access to the information of the customer on strictly ‘need to know basis’.

The Merchant shall ensure that the information of the customer is not mixed or mingled with information of other customers.

The Merchant shall be vigilant to report any breach of this Article, all violation of information security, any breaches in the security practice, control process or checks of the merchant and all suspected security events within 12 hours of such event or breach to Penpay and shall also immediately intimate all the concerned representatives and employees of Penpay who interact with the Merchant on regular basis.

LIMITED LICENSE TO USE THE SERVICES

We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense or assign, to electronically access and use the Services solely to access and use the Services for their intended purpose of enabling you to instruct a payment transaction, view your Penpay Account dashboard and use other valued added services. You will be entitled to download updates to the Services, subject to any additional terms made known to you at the time, when we make these updates available. All other uses are prohibited

While we want you to enjoy the Services subject to these Terms and Conditions, you should not yourself or permit any third party to do any of the following:

• a. access or monitor any material or information on our system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with us referencing this clause that expressly grants you an exception to this prohibition;
• b. copy, reproduce, alter, modify, dismantle, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from us;
• c. transfer any rights granted to you under these Terms and Conditions;
• d. violate the restrictions in any robot exclusion headers on the Services, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, decode or attempt to decode or reverse engineer the Services or to in any way override or break down any protection system integrated into the Services;
• e. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Services;
• f.perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by us to others, or impose an unreasonable or disproportionately large load on our infrastructure;
• g. create a derivative software program;
• h. any resale or commercial use of the Services such as permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement;
• i. the distribution, public performance or public display of the Services or any materials therein;
• j. downloading (other than page caching) of any portion of the Services or any information contained therein, except as expressly permitted by us;
• k. Otherwise use the Services except as expressly allowed under this Agreement.

Any use of the Services other than as specifically authorized herein may result in, among other things, termination or suspension of your right to use the Services. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms and Conditions shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time, and will continue until such time as you cease to use or access the Services or your use or access to the Services is terminated by us.

REPRESENTATION AND WARRANTIES

Each Party represents warrants and undertakes that:

• a. It is duly organized and validly existing under the laws of jurisdiction in which it is established;
• b. It has the requisite power and authority to execute, deliver and perform this agreement and that this agreement has been duly and validly authorized, executed and delivered by it;
• c. Its obligations hereunder constitute legal, valid, binding and enforceable obligations;
• d. The execution and delivery of this agreement and the consummation of the transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable government approval;
• e. The person executing this agreement is duly authorized to execute the agreement for and on behalf of the respective party and shall have the authority to bind the respective party accordingly;
• f. The Merchant represents, warrants and declares that it is not engaged in any business and shall not during the term of agreement indulge in business.
• g. Penpay shall remain certified Payment card Industry Data Security Standard (“PCI DSS”) during the term of this agreement.
• h. Penpay shall comply with all applicable laws including the applicable data privacy laws and Information Technology Act, 2000 and Rules, regulations and notifications issued thereunder.
• i. To provide Penpay Services under this agreement, Penpay has entered into agreements with Issuer and Acquiring banks.
• j. Penpay shall not store Customer card credentials within its database or the server which is accessed by the Merchant except for the limited purpose of transactions tracking for which, required credentials may be stored in compliance with the applicable standards.

CONFIDENTIALITY

Each party acknowledges and agrees that in connection with this agreement, the receiving party shall not disclose to any third party and Confidential Information of the disclosing party that it may have access to, during and in connection with its performance of services hereunder. Confidential Information means all information or data of a confidential nature, software code, application, network configuration, documents, accounts, business plans, products, promotional and marketing plans, and processes and/or any other information in whole or in part of either party.

Merchant shall ensure that either the Merchant or any of its employees shall not reverse engineer, decompile or disassemble any software shared/ disclosed by Penpay.

Each Party acknowledges that monetary damages may not be sufficient remedy for unauthorized disclosure of any Confidential Information and that the disclosing party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.

Each party (the receiving party) will notify the other party (the disclosing party) immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this agreement by the receiving party. The receiving party will cooperate with the other party in every reasonable way to help the disclosing party regain possession of such Confidential Information and prevent its further unauthorized use.

The obligations set out in this Clause shall not apply to Confidential Information that:

• a. Is or becomes publicly known other than through a breach of the confidentiality obligations as set out in this clause;
• b. Is in possession of the receiving Party prior to disclosure by the other party;
• c. Is independently developed by the receiving party;
• d. Needs to be disclosed to professional advisers or in accordance with the order of a competent court or administrative authority;
• e. Is hereafter rightfully furnished to such receiving party by a third party without restriction by that third party on disclosure;
• f. Is required by law, judicial court, recognized stock exchange, government department or agency or other regulatory authority, provided that sufficient notice is given of any such requirement, by the receiving party to the disclosing party, in order that the disclosing party may seek for an appropriate protective order or exemption form such requirement, prior to any disclosure being made by the receiving party and/or its affiliates
• g. Such obligation of confidentiality shall continue for a period of 1 (one) year after the termination or expiry of the agreement between the parties.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Penpay, our independent contractors, Payment System Providers and our directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to:

• a. any actual or alleged breach of these Terms and Conditions or any other terms, policies or guidelines provided by us, Payment System Providers or Card Associations;
• b. any actual or alleged violation of applicable laws or rules of any payment card association, network or company;
• c. your wrongful or improper use of the Services;
• d. your violation of the rights of any third party

LIMITATION OF LIABILITY

In no event shall we, our directors, employees or agents, be liable to you for any direct, indirect, incidental, consequential, punitive, special or exemplary damages or for any damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use or inability to use the Services, including without limitation any damages caused by or resulting from reliance by you on any information obtained from us or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to our records, programs or services.

In no event shall our aggregate liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use or inability to use the Services exceed any fee, you pay to us, if any, to access or use the Services.

In addition, we shall not be liable for errors you make in using the Service, including the following:

• you direct us to submit the wrong amount to a Merchant/Biller;
• you direct us to submit a payment instruction for a wrong Merchant/Biller;
• you provide us with incorrect or incomplete information.
• you erroneously direct us to submit a payment instruction to a Merchant/Biller multiple times

Any of the above issue(s) needs to be taken up directly with the Merchant/Biller. You understand and acknowledge that we do not have control of, or liability for, the goods or services that are paid for via the Service.

Your liability: Except as otherwise provided by law, you will be liable for any loss or damage resulting from your breach of this Agreement or your negligence, or which resulted from unauthorized, fraudulent, or dishonest acts by others (other than us). You are liable for all payments that you make or which are made or requested under your Penpay Account, even if that payment is unauthorized.

Some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions or limitations may not apply. You agree that, if you are dissatisfied with the Services or any portion thereof, your exclusive remedy shall be to stop using the Services.

UNAUTHORIZED ACCESS

To help prevent unauthorized access to your personal financial information, You agree to: (a) maintain the security of your account by not sharing your password with others and restricting access to your account on your computer or mobile or other device; (b) ensure that you logout from your Penpay Account each and every time you use it; (c) ensure that you have a lock such as a pattern lock, password protection, etc. on your device and not leave your computer or mobile or other device unattended or unlocked; and (d) take responsibility for all activities that occur under your Penpay Account and accept all risks of unauthorized access. If you believe your password or devices has been lost or stolen, or if you suspect any fraudulent activity, please immediately report this to us immediately at legal.penpay@gmail.com .

You are solely responsible for any unauthorized access to your personal or financial information that result from your failure to properly follow the Security Procedure detailed in these Terms and Conditions. Penpay will not be liable for any loss, damage or other liability arising from your failure to comply with the terms and conditions herein or from any unauthorized access to or use of your Penpay Account. We will also have no liability and you agree to assume all risk of loss that arises out of or relates to any loss or theft of your device or any information contained within any device.

DISCLAIMER

All obligations with respect to the delivery of services and/or acknowledgement of payment will be solely that of the Merchant/Biller and not of Penpay. Notwithstanding the dispute resolution assistance provided by Penpay, all disputes regarding quality, merchantability, non-delivery, and delay in delivery or otherwise will be directly between the Customer and the Merchant/Biller without making us and/or the Payment System Providers, a party to such disputes.

We make no representations or guarantees regarding Merchants/Billers utilizing our Services. Use of our Services in no way represents any endorsement by us of a Merchants/Billers existence, legitimacy/legality, ability, policies, practices, beliefs as well as the Merchants/Billers services or reliability. The Merchant alone will be responsible to you and we will not have any responsibility or liability towards you in this respect.

The relationship between us and the Merchants/Billers is on principal-to-principal basis. We have no connection or interest of whatsoever nature in the business of the Merchants/Billers or the goods/services offered / marketed by the Merchant/Biller. We do not in any manner take part in their business, directly or indirectly and are nowhere concerned or connected to the revenue of the Merchants/Billers. We will only provide payment aggregator and collection services to the Merchant/Buyer in our capacity as an intermediary. For the use of our services, the Seller pays us Fees as posted on our website and we nowhere connected or concerned about the revenues of the Seller or the Payment System Providers

Further it is not our responsibility to monitor in any manner the use of the payment mechanisms by you for purchasing goods and services from the Merchant or aiming your bill payment to the Billers. You are using the payment mechanisms at your sole option and risks.

ADDITIONAL TERMS

You may not assign or otherwise transfer Your rights or obligations under these Terms. Penpay 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 Penpay 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 New Delhi, 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 Penpay may have, You hereby agree and confirm that Penpay shall have the right to set-off by whatever means the whole or any part of Your liability to Penpay under these Terms (or any other agreement between You and Penpay 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 Penpay or its affiliates). You agree that Penpay 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 Penpay for the liability owed, You shall pay Penpay 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 Penpay or any Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Penpay or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Penpay 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) Penpay 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.

NOTICES

All notices, requests, demands, waivers and other communications required or permitted to be given under these Terms and Conditions will be in writing to be sent to the following addresses:

• For Penpay Technologies Private Limited:
• House No. 147, KH.No. 241/2,
• 3rd Floor, New Mangla Puri, Gadaipur,
• South West Delhi, New Delhi, Delhi,
• India,110030
• Or at legal.penpay@gmail.com
• For you: To the name and address provider for at the time of registration.

Or, in each case, at such other address as may be specified in writing to the other parties in accordance with the requirements of this clause. All such notices, requests, demands, waivers and other communications will be deemed duly given:

• For Penpay Technologies Private Limited:
• if by personal delivery, on the day after such delivery;
• if by certified or registered mail, on the tenth day after the mailing thereof;
• if by courier service or similar service, on the day delivered;
• if emailed on the day following the day on which such email was sent, provided that a copy is also sent by registered mail.