PART A: GENERAL TERMS AND CONDITIONS

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.

These Terms and Conditions (“Terms”) constitute a legal agreement between You and Razorpay Software Private Limited (“Razorpay”

or “us”, or “we” or “our””). The Terms, constituted of Part A: General Terms and Conditions and Part B: Specific Terms and Conditions,

govern Your access to and use of Razorpay services, including payments, technology, software, analytics or any other services, tools or

You agree to be bound by these Terms, including our Privacy Policy and any other policy applicable to the Services received via the

Platform. If You do not agree to these Terms or do not wish to be bound by these Terms, You must immediately terminate the use of the

Services. Razorpay reserves the right to amend or otherwise modify the Terms at any time by posting an updated version on the website.

The updated Terms shall take effect immediately upon posting. It is Your responsibility to review these Terms periodically for

updates/amendments. Your continued access of the Platform or use of the Services 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 the use of the Services.

We may require You to agree to additional terms in connection with specific Services, provided either by Razorpay or its Affiliates, that

You may avail from time to time. You agree to be bound by supplemental terms of any specific Service that You access or use via our

Platform and/or are available by hyperlink on our Platform. We may ask You to agree to those supplemental terms by way of

discretion, of registration or onboarding process for that specific Service. To the extent these Terms are inconsistent with any

supplemental terms for a specific Service, then those specific terms shall prevail over these Terms. You further agree that any claims

relating to any specific Services shall be brought solely against the Razorpay Affiliate providing the specific Services.

Where You intend to avail online as well as offline payment aggregation services, You understand and agree that online Services will be

provided by Razorpay Software Private Limited and offline Services will be provided by Ezetap Mobile Solutions Private Limited

(Razorpay POS), an Affiliate of Razorpay. You acknowledge and agree that the provision of offline payment aggregation services by

Razorpay POS will be governed by Part A: General Terms and Conditions along with Part VII: Specific Terms for Offline Aggregation

Services and Devices of Part B: Specific Terms and Conditions enumerated below. For the avoidance of doubt, the reference to Razorpay

under Part A: General Terms and Conditions shall include Razorpay POS as well.

1. PROPRIETARY RIGHTS

brand features (“marks”) owned or used by us in the course of our business. You do not have the right to use any of our marks without

explicit consent from us. You shall not download, copy, create a derivative work, modify, reverse engineer, reverse assemble, transmit 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 or marks. You further acknowledge and agree that the Services may contain information that is designated confidential by us

and You shall not disclose such information without our prior written consent.

1.2. You grant a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable license to Razorpay, its Affiliates and third

party service providers, to use the Your data, information, content, trademarks, logos and any other materials/information You upload or

make available to us or on the Platform (“Your materials”) for the purposes of operating the Platform, providing the Services, and

fulfilling Razorpay’s rights and discharging its obligations under the Terms. You agree that Razorpay may use Your materials in its

marketing and promotional materials for Services without requiring any incremental consent from You. You shall indemnify and hold

account. You will be responsible for all use of the Platform and/ or Services by You or anyone using Your password and login

information (with or without our permission). 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 agree to provide true, accurate, current and complete information about Yourself as and when prompted by the Platform. 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

immediately suspend or terminate Your account and/or refuse any and all current or future use of the Platform or Services, or any portion

thereof, in connection thereto.

2.3. By using the Services and providing your contact information, you consent to receiving information about, and offers for, various

products and services from Razorpay, its Affiliates or third parties. These communications may occur through various channels,

mobile number you provided on the website and explicitly waive any registration or preferences listed under the Do Not Disturb (DND)

or National Customer Preference Register (NCPR) in accordance with Telecom Regulatory Authority of India (TRAI) regulations.

2.4. You agree and authorize Razorpay to share your information with its partner banks, financial institutions, group companies,

Affiliates, vendors, service providers, and other third parties as necessary to provide the various products and services you select or to

offer additional value-added services. You also consent to receiving communications via email, telephone, and/or SMS from Razorpay or

these third parties. If you request to opt out of receiving such communications or marketing materials in the future, this request will only

apply prospectively and will not affect data that has already been shared by Razorpay with your prior consent.

2.5. By accessing the Platform or using our Services, You acknowledge and agree that we may display offers, promotions, and other

content from our partners, Affiliates, and third parties to You or Your end users. These offers and promotions may be tailored based on

the information provided, including past information on our Platform or by Your or end users use of our Services. We may leverage the

undertake due diligence measures and seek information required for KYC purposes, which as a customer/merchant You are obliged to

give in accordance with Applicable Laws. You acknowledge and agree that Razorpay may undertake enhanced due diligence measures

(including any documentation), to satisfy itself relating to 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, 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, KYC Guidelines, etc. issued by the RBI as may be amended from time to time that

may be applicable to You in connection with Your business and use of Platform or 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 of You and Your business /

documents of Your customers or invoices, in its sole discretion and / or as per the Applicable Laws or pursuant to requests from

governmental authorities, law enforcement agencies 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

this Platform. You explicitly authorise Razorpay to rely on such information and You represent and warrant that such information shall

be and shall remain true and accurate. 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 Platform and/or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local

laws that might apply to You. 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 Platform and/or Services.

2.13. You are prohibited from posting or transmitting to or through this Platform: (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

resulting from Your posting of content to this Platform.

2.14. You represent and and warrant that:

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

operate Your business.

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

Terms.

(c) The execution, delivery and performance of these Terms has been authorized by all necessary corporate and organizational actions

including but not limited to board resolution and/or power of attorney and/or letter of authority to bind Your business and Your

company/firm/organization.

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

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

Platform or Services or Your use of any content therein.

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,

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 from time to time. 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. For illustration purposes - MasterCard, Visa, Diners, RuPay and American Express make excerpts

11. WAIVER

Razorpay shall not be deemed to have waived any right or provision of this Agreement unless such waiver is made in writing. A waiver

of any term or condition of this Agreement shall not be deemed a waiver of any other term or condition, nor shall it be a continuing

waiver.

12. FORCE MAJEURE

If performance of Services/Platform 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 Platform, 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

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 shall not assign or otherwise transfer Your rights or obligations under these Terms. Razorpay may assign its rights and duties

end users.

14.2. Additional terms applicable to the Services provided by Razorpay or its Affiliates are as under:

(a) The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your and our observance of the

same. If You take any legal action relating to Your use of the Platform or these Terms, You agree to file such action only in the courts

located in Bangalore, India. In any such action that We may initiate, the prevailing party will be entitled to recover all legal expenses

incurred in connection with the legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees.

You acknowledge that You have read and have understood these Terms, and that these Terms have the same force and effect as a signed

agreement. This clause shall survive termination of the Terms.

(b) Without prejudice to any other rights or remedies Razorpay may have, You hereby agree and confirm that Razorpay shall have the

right to set-off by whatever means the whole or any part of Your liability to Razorpay under these Terms (or any other agreement

representations to Your customer or any third party or give any warranties which may require Razorpay or Facility Provider to undertake

to or be liable for, whether directly or indirectly, any obligation and/or responsibility to customer or any third party. (d) Razorpay

reserves the right to make changes to the website, related policies and agreements, these Terms and the Privacy Policy at any time as it

deems fit and proper, including but not limited to comply with changes in law or regulation, correct inaccuracies, omissions, errors or

ambiguities, reflect changes in the process flow, scope and nature of the Services and ancillary services, company reorganization, market

practice or customer requirements.

14.3. You agree that the fees for any Services under these Terms shall be charged according to the manner, rates and frequency

determined by Razorpay. Razorpay reserves the right to update the amount of the fees including for Services for which no charge has

been levied previously in accordance with this clause. You agree that You shall be liable to pay any additional fees as determined by

Razorpay in the event:

inclusive of charges for such DCC services availed by the end user. An end user may reach out to dcc_invoice@razorpay.com, by

providing the payment ID and end user contact number, to get invoices for DCC transactions.

15. ADVERTISING

Some of the Services may be supported by advertising revenue and may display advertisements and promotional material. These

advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other

information. The manner, mode and extent of advertising by Razorpay are subject to change without any specific notice to You. In

consideration for Razorpay granting You access to and use of the Services, You agree that Razorpay may place such advertisements on

the Services through website, print media, electronic media, social media, advertising platforms, etc.

16. SUSPENSION AND TERMINATION

16.1. Notwithstanding anything to the contrary, Razorpay shall have the right to immediately suspend Services and settlement of any

into any alleged illegal/unlawful activities.

(d) You use the Services for any transactions which have a high-risk score as per Razorpay's internal fraud assessment tools and other

policies.

(e) Razorpay is of the opinion that there are suspicious circumstances surrounding Your activities.

(f) Razorpay is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to Your use of

Services.

(g) Your products/services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented inventions,

trademarks and trade secrets, or You are suspected of selling counterfeit and/or knock-off goods.

(h) You materially change the type of the products/services provided to end customers and as declared on the onboarding form, without

obtaining Razorpay's prior written permission to use the Services for the new or changed types of services/products, or it is discovered by

Razorpay that You provided substantially misleading and/or false information about Your products/services as part of the onboarding

activities.

(i) Razorpay in its sole discretion determines that Your activities expose Razorpay to risks which are unacceptable to Razorpay.

limitation, for any activity that may create harm or loss to the goodwill of Razorpay). Where Applicable Laws require advance notice of

termination to be provided, we will, prior to termination, provide You with the required advance notice of termination.

17. PROHIBITED PRODUCTS AND SERVICES

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other

media); escort or prostitution services; website access and/or website memberships of pornography or illegal sites;

2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;

3. Body parts which includes organs or other body parts;

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

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

7. Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyright protection;

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

9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials,

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

14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;

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

16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to

software, servers, website, or other protected property;

17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;

18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;

19. Offensive goods which include literature, products or other materials that: (a) defame or slander any person or groups of people based

on race, ethnicity, national origin, religion, sex, or other factors; (b) encourage or incite violent acts; or (c) promote intolerance or hatred.

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

35. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. web-based

telephony, Website supplying medicines or controlled substances, website that promise online match-making);