GENERAL TERMS OF USE

IMPORTANT NOTE

The information regarding the proposals given in this website has been taken from the application form submitted by the applicants. Therefore, kindly confirm the authenticity of the information from the concerned applicants.

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This document/agreement/understanding is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from time to time) and does not require any physical or digital signatures.

Whereas the Merchant intends to avail online as well as offline payment aggregation & settlement (“Services”), the Merchant understands that online Services will be provided by Razorpay Software Private Limited (“Razorpay”), whereas offline Services will be provided by Ezetap Mobile Solutions Private Limited (Razorpay POS), an Affiliate company of Razorpay. The Merchant understands that the provision of Online Services by Razorpay will be governed by General Terms of Use along with Part A (Specific Terms of Use Razorpay) enumerated below, whereas the provision of Offline Services by Razorpay POS will be governed by General Terms of Use along with Part B (Specific Terms of Use - Razorpay POS) enumerated below. For the avoidance of doubt, the reference to Razorpay under General Terms of Use shall include Razorpay POS as well.

These terms including annexures and links herein, apply to your use ofwww.razorpay.com, any other linked pages, API keys, features, content or application services (including but without limitation to any mobile application, mobile site services) (“Website”) owned and operated by Razorpay Software Private Limited (‘'Razorpay''), a company incorporated under the provisions of the Companies Act,

1956 and having its registered office at 1st Floor, SJR Cyber, 22 Laskar Hosur Road, Adugodi Bangalore Bangalore KA IN

560030.“We”, “Us”, “Our”- shall refer to Razorpay.“You”, “Yours”, “Yourself”, “Merchant”- refers to any non-registered individual or corporate body, registered user of Razorpay including but not limited to Razorpay merchants. “Applicable Laws” shall mean (i) any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental/regulatory Authority having competent jurisdiction and force of law over, or applicable to You, us or the subject matter in question, as may be amended from time to time, and (ii) shall without limitation include any notification, circular, directive or other similar instruction issued by the ‘Financial Sector Regulators' including but not limited to the Reserve Bank of India (RBI) and/or rules, regulations, roles, responsibilities and processes as defined by NPCI on their websitewww.npci.org.in.

Before You may use the Website, You must read all of theseGeneral Terms of Useand theSpecific Terms of Use(defined below) (hereinafter together referred to as the “Terms”) and thePrivacy Policyprovided on the Website. By using Razorpay and its affiliates' products, software, services, and the Website or by availing any products offered by Razorpay's partner institutions/lending partners, banks, financial institutions, NPCI, and technology service providers, card payment networks, (“Facility Providers”) or third parties (“Services”), You understand and agree that Razorpay will treat Your use of the Services as acceptance of these Terms from such point of usage. You agree that Razorpay reserves the right to update the Services from time to time.

You acknowledge and agree that all references to “Razorpay” shall mean the Razorpay affiliate for the Specific Terms of Use. You further agree that any claims relating to or arising from the Specific Terms of Use shall be brought solely against such Razorpay affiliates providing Services. Razorpay shall have no liability in respect of the same. You may not use the Services if You do not accept the Terms. If You do not agree to be bound by these Terms and thePrivacy Policy, You may not use the Website in any way. It is strongly recommended for You to return to this page periodically to review the most current version of the Terms in force. Razorpay reserves the right at any time, at its sole discretion, to change or otherwise modify the Terms without prior notice, and Your continued access or use of the Website signifies Your assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequent modifications to these Terms in any way, Your only recourse is to immediately terminate use of the Website. We may require You to agree to additional terms (if any) in connection with specific services that You may avail from time to time. The Services provided by Razorpay through the Website are available and are appropriate only for use in India.

1. PROPRIETARY RIGHTS

1.1. You acknowledge and agree that Razorpay owns all rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether registered or not). You further acknowledge that the Services may contain information which is designated confidential by Razorpay and that You shall not disclose such information without Razorpay's prior written consent.

1.2. Razorpay grants You a personal, non-exclusive, non-transferable, limited privilege to avail the Services and make personal use of the Website and/or the Services. This license does not confer any right to download, copy, create a derivative work, modify, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Services. You do not have the right to use any of Razorpay's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You do not have the right to remove, obscure, or alter any proprietary rights notices (including trademark and copyright notices), which may be affixed to or contained within the Services. You will not copy or transmit any of the Services.

2. USAGE OF THE WEBSITE AND USE OF SERVICES BY THE USER

2.1. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter into binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of Your passwords, login and account information. You will be responsible for all use of the Website and/ or Services by You and anyone using Your password and login information (with or without our permission). You are responsible for maintaining the confidentiality of any login information and secure access credentials associated with Your Razorpay account. Accordingly, You are responsible for all activities that occur under Your account/in using Your secure credentials and Razorpay shall not be liable for any such change or action performed by using Your secure credentials on the Website.

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

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

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

2.5. You agree and authorize Razorpay to share Your information and make Your details available to its partner banks/financial institutions, its group companies, affiliates, vendors, service providers/Facility Providers and other third parties, in so far as required for providing various products and services and/or to provide You with various value-added services, in association with the Services selected by You or generally otherwise. You agree to receive communications through emails, telephone and/or SMS, from Razorpay or third parties. If You request not to receive such communication/marketing material any further, it shall be applicable prospectively only and shall not apply in respect to Your data already shared by Razorpay in accordance with this clause upon Your prior consent.

2.6. You agree and acknowledge that for undertaking any payment and/or financial transaction through the Website, Razorpay may undertake due diligence measures and seek information required for Know-Your- Customer (“KYC”) purpose which as a customer/merchant You are obliged to give in accordance with Applicable Laws. You agree and acknowledge that Razorpay can undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to its due diligence requirements in line with the requirements and obligations under Applicable Laws. You are solely responsible for understanding and complying with all applicable laws of Your specific jurisdiction, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment

Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, Know

Your Customer (KYC) / Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the

Department of Regulation, RBI as may be amended from time to time (the "KYC GUIDELINES") etc., that may be applicable to You in connection with Your business and use of Services.

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

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

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

2.10. Throughout Your use of the Services, You declare that You or Your affiliates and/ or its Beneficial Owner are not a Politically

Exposed Person. You shall forthwith inform us in writing if this declaration becomes untrue during any period of Your use of the Services. Capitalised terms used here but not defined shall have the meaning ascribed to them in the KYC Guidelines issued by the RBI, as amended from time to time.

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

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

2.13. You are prohibited from posting or transmitting to or through this Website: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this Website.

2.14. You represent and warrant that:

(a)  You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power and authority to own andoperate Your business.

(b)  You have the full legal capacity and power to enter into, exercise Your rights under, and perform Your obligations under theseTerms.

(c)  The execution, delivery and performance of these Terms has been authorized by all necessary corporate and organizational actionsincluding but not limited to board resolution and/or power of attorney and/or letter of authority to bind Your business and Your company/firm/organization.

(d)  You have duly accepted these Terms, which form a legal, valid and binding obligation, enforceable in accordance with its clauses.

(e)  You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like nonfungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or termination of any or all Services, at Razorpay's sole discretion, and You shall be liable to indemnify Razorpay from the losses arising from such breach.

2.15. You further covenant and agree that You shall ensure that:

(a)  Your use of the Services and sale of Your products/services are solely for Your own bona fide business activities which are incompliance with the Applicable Laws and also the instructions issued from time to time by the Razorpay and its Facility Providers.

(b) Your use of the Services corresponds to those activities under the categories You have expressly registered for at the time of enteringinto these Terms and as set out in Your onboarding form on the Razorpay dashboard or as otherwise approved in writing by Razorpay.

(c)  You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or Youraffiliates.

(d) Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried on with the intent to defraud,or is likely to result in Your unjust enrichment and/or unlawful gain.

(e)  Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services specified under these Terms.

(f)  You hold informed consent of Your customers to share customer's information with Razorpay and its affiliates in connection with theServices and/or for the purposes of sharing with governmental authorities as and when demanded under Applicable Laws, for the purpose of transaction tracking, fraud prevention, or otherwise required pursuant to regulatory authorities' orders and/or notices including but not limited to notices under Section 91 of CrPC.

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

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

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

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

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

3. PAYMENT

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

3.2. Fees are exclusive of applicable taxes and Razorpay will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by You.

3.3. We will raise monthly invoices in respect of fees charged for Services provided during such months. Invoices are available on the dashboard on a monthly basis. Any dispute in respect of an invoice must be communicated by You to Us via a notice no later than ten (10) days from the date of the invoice. Razorpay shall use good faith efforts to reconcile any reasonably disputed amounts.

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

3.5. For fees deducted upfront before provision of the specific Service, it is agreed that if You deposit applicable taxes under Section 194H of the Income Tax Act, 1961 (in respect of invoices received by You) and furnish to Razorpay Form 16-A in respect of such taxes paid, then Razorpay shall reimburse to You, on a quarterly basis, the amount in respect of such taxes paid. In all other cases, with respect to invoices received by You, at the time of payment of the Fees, You will withhold applicable taxes under Section 194H of the Income Tax Act, 1961 (in case LTDC is provided as per the LTDC issued). You shall deposit the withheld taxes with the government treasury, file the statutorily mandated returns and furnish the requisite tax deduction certificate (Form 16-A) to Razorpay within the timelines prescribed so as to enable Razorpay to obtain full credit for the taxes deducted at source.

3.6. You shall be solely responsible for updating Your GST registration number on the Razorpay dashboard before Razorpay generates the invoice and shall also submit the GST certificate as part of KYC. Razorpay will raise a GST tax invoice and report the transactions in the GST returns based on the information provided by You. The GST returns will be filed as per the statutory timelines, to enable You to avail appropriate input tax credit. Razorpay shall not be responsible for any mistake and or misrepresentation by You in updating the GST number and other particulars as per the GST certificate. Further, any liability raised on Razorpay by the GST authorities due to incorrect information provided by You or deliberate withholding of any statutory information by You shall be recovered by Razorpay from You.

4. PRIVACY POLICY

By using the Website, You hereby consent to the use of Your information as we have outlined in ourPrivacy Policy.

5. THIRD PARTY LINKS/OFFERS

This Website may provide links to other websites or resources. Since Razorpay has no control over such third-party websites and resources, You acknowledge and agree that Razorpay is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Razorpay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Your interaction with any third party accessed through the Website is at Your own risk, and Razorpay will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with the third parties.

6. OUR PARTNERS

This Website also offers You access to information primarily about certain financial products/services including, but not restricted, to loan facility, credit cards facility, investment services such as current accounts offered by our lending partners. The terms of use and conditions can be accessedhere.

7. DISCLAIMER OF WARRANTY

Razorpay warrants that the Service(s) shall be provided materially in accordance with the services documentation available on the Website. Razorpay warrants that the Service(s) will perform in all material respects in accordance with these Terms. To the maximum extent permitted by Applicable Laws and except as stated in these Terms, the Services are provided on an “as is” basis. You acknowledge that Razorpay does not warrant that the Service(s)s will be uninterrupted or error free or fit for Your specific business purposes.

8. LIMITATION OF LIABILITY

8.1. Razorpay (including its officers, directors, employees, representatives, affiliates, and providers) will not be responsible or liable for (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with (i) any failure or delay (including without limitation the use of or inability to use any component of the Website), or (ii) any use of the Website or content, or (iii) the performance or non-performance by Us or any Facility Provider, even if we have been advised of the possibility of damages to such parties or any other party, or (iv) any damages to or viruses that may infect Your computer equipment or other property as the result of Your access to the Website or Your downloading of any content from the Website. The Website may provide links to other third-party websites. However, since Razorpay has no control over such third-party websites, You acknowledge and agree that Razorpay is not responsible for the availability of such third-party websites and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such third-party websites. You further acknowledge and agree that Razorpay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party websites. Such third-party websites may have separate terms and conditions and privacy policy, and which are independent of Razorpay and therefore, we advise You to read the terms of use and conditions available on such websites before You access any such third- party website.

8.2. Notwithstanding anything under these Terms, Razorpay's aggregate liability and that of its affiliates, officers, employees and agents relating to the Service(s), will not exceed an amount equal to one (1) month fees paid by You for the specific Service(s) giving rise to the liability. Razorpay's liability under or in connection with Terms will be proportionately reduced to the extent any loss or damage is contributed to by You or Your third party providers

9. INDEMNITY

You agree to indemnify and hold Razorpay (and its officers, affiliates, group company, directors, agents and employees) harmless from any and against all claims, whether or not brought by third parties, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys' fees, or arising out of or related to Your breach of these Terms, Your violation of any Applicable Laws or the rights of a third party, or Your use of the Website or any disputes between You and any third party.

10. CARD ASSOCIATION RULES

10.1. "Card Payment Network Rules" refer to the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed and adopted by the card payment networks. These card payment networks have infrastructure and processes to enable transaction authorisation. The card payment networks require You to comply with all applicable guidelines, rules, and regulations formulated by them.

10.2. The card payment networks reserve the right to amend their guidelines, rules and regulations. We may be required to amend, modify or change these Terms pursuant to amendments to the Card Payment Network Rules and such amendments, if any, shall be deemed to be binding on You with immediate effect.

10.3. You agree to fully comply with all programs, guidelines, requirements that may be published and/ or mandated by the card payment networks. Notwithstanding our assistance in understanding the Card Payment Network Rules, You expressly acknowledge and agree that You are assuming the risk of compliance with all provisions of the Card Payment Network Rules, regardless of whether You are aware of or have access to those provisions. MasterCard, Visa, Diners, RuPay and American Express make excerpts of their respective rules available on their internet sites.

10.4. In the event that Your non-compliance of Card Payment Network Rules, results in any fines, penalties or other amounts being levied on or demanded of us by a card payment network, then without prejudice to our other rights hereunder, You shall forthwith reimburse us in an amount equal to the fines, penalties or other amount so levied or demanded or spent by us in any manner in relation to such fines, penalties and levies. If You fail to comply with Your obligations towards the card payment networks, Razorpay may suspend settlement or suspend/ terminate the Services forthwith.

11. WAIVER

Any failure or delay by Razorpay to enforce or exercise any provision of these Terms, or any related right, shall not constitute a waiver by Razorpay of that provision or right. The exercise of one or more of Razorpay's rights hereunder shall not be a waiver of, or preclude the exercise of, any rights or remedies available to Razorpay under these Terms or in law or at equity. Any waiver of any provision shall only be effective if made in writing and executed by a duly authorized officer of Razorpay.

12. FORCE MAJEURE

If performance of Services/Website by Razorpay is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Website, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of Razorpay, then Razorpay shall be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a breach by Razorpay of its obligations herein or incur any legal liability on Razorpay.

13. ANTI BRIBERY AND SANCTIONS LAWS

You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials, representatives, agents or any other person associated with or acting on behalf of You from giving, offering, promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the country or from abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an improper commercial/ business advantage of any kind. Government officials include any government employee, candidate for public office, an employee of government- owned or government–controlled companies, public international organisations and political parties. You also agree not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing any decision in Your favour.

14. ADDITIONAL TERMS

14.1. You may not assign or otherwise transfer Your rights or obligations under these Terms. Razorpay may assign its rights and duties under these Terms without any such assignment being considered a change to the Terms and without any notice to You. If we fail to act on Your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches. Additional terms applicable to the Services provided by Razorpay or its affiliates are as under:

(a)                 The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your and Our observance of thesame. If You take any legal action relating to Your use of the Website or these Terms, You agree to file such action only in the courts located in Bangalore, India. In any such action that We may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees. You acknowledge that You have read and have understood these Terms, and that these Terms have the same force and effect as a signed agreement. This clause shall survive termination of the Terms.

(b)                 Without prejudice to any other rights or remedies Razorpay may have, You hereby agree and confirm that Razorpay shall have theright to set-off by whatever means the whole or any part of Your liability to Razorpay under these Terms (or any other agreement between You and Razorpay or its affiliates) against any funds, sums or other amounts credited to, or owing to, You under these Terms (or any other agreement between You and Razorpay or its affiliates). You agree that Razorpay may exercise the right of set-off at any time, without any prior notice to You. In the event such set-off does not fully reimburse Razorpay for the liability owed, You shall pay Razorpay a sum equal to any shortfall thereof.

(c)