This Terms of Service (“Agreement”) is a legal agreement between Dollapee Private Limited (“Dollapee”, “us”, or “we”) and constitutes a binding contract and governs the Merchant’s acquisition and use of Dollapee Services. By accepting this Agreement by executing an Service Order Form that references this Agreement you (the “Merchant”, “you”) agree to be bound by the terms of this Agreement. By using any of the Dollapee Services, Merchant agrees to be bound by this Agreement, as may be updated from time to time. If you are entering into this Agreement on behalf of a company, organization or another legal entity, you represent that you have the authority to bind such legal entity to this Agreement.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Dollapee and Merchant are hereinafter individually referred to as "Party" and collectively as "Parties".

1. DEFINITIONS

1.1. “Applicable Law” shall mean any statute, regulation, circular, ordinance, rule, judgment, notification, guidelines set by RBI/card networks/acquiring banks/payment service providers issued from time to time, card association rules, rule of common law, order, decree, bye-law, government approval, directive, guideline or any form of decision of, or determination by, or any interpretation, policy or administration, having the force of law, by any national, state or local agency, ministry, public official, court or other governmental organization of India, including all tax laws and Reserve Bank of India (“RBI”) Act, 1934 and the rules thereunder, Information Technology Act, 2000 and the rules made thereunder, Payment and Settlement Systems Act, 2007 and the rules made thereunder.

1.2.“Aggregate Data” means numerical or non-numerical information that is collected from multiple sources and/or on multiple measures, variables, or individuals and compiled into data summaries or summary reports, typically for the purposes of fraud detection or statistical analysis i.e., examining trends, making comparisons, or revealing information and insights that would not be observable when data elements are viewed in isolation.

1.3. “Dollapee Account” means an End User’s Dollapee account created by End User’s upon acceptance of the Dollapee terms of service and privacy policy

1.4. “Dollapee’s Property” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information acquired, created, developed or licensed by Dollapee under this Agreement, prior to or outside the scope of this Agreement and any improvement, modification, extension or other derivative works thereof and all intellectual property rights thereto including without limitation the Service, client libraries, Documentation, report templates, and Aggregate Data. Dollapee Property excludes End User Data.

1.5. “Dollapee Services” means and include a cash-on-delivery (COD) order verification and fraud detection tool which, inter alia, enables D2C brands and e-commerce merchants to: (i) increase successful COD order rates by analyzing customer credibility; (ii) decrease return-to-origin rates by incentivizing customers to convert their order to an online payment; and (iii) issue order related notifications and promotional communications to customers and a technology integrated with the Merchant's website or application, that provides a single end-to-end checkout experience to the End-User, collectively refers to it’s web-based platform including its Software Development Kit (“SDK”), application programming interface (“API(s)”), any other products or services offered by Dollapee now or in the future (including, but not limited to, enabling Merchants to accept and process payments from End Users via various payment instruments including but not limited to credit card, debit card, prepaid-wallets, UPI, prepaid cards, credit products and other alternative payment methods), the applicable documentation, and support pages, as each may be updated from time to time which is further detailed under Annexure - I, and all intellectual property contained therein.

1.6. “Confidential Information” means any business or technical information disclosed by one Party to the other Party, provided that it is identified as confidential at the time of disclosure or under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.

1.7. “Documentation” means documentation and support pages provided by Dollapee relating to Dollapee Services and Dollapee Service Commitment (Annexure - II).

1.8. "End User" shall mean a potential or active e-commerce consumer, that accesses Dollapee Services through the Merchant's website or application for one-click checkout experience facilitated by Dollapee.

1.9. “End User Data” means the data, information, and other content associated with an End User’s Dollapee Account.

1.10. “Payment Service Provider (PSP)” means payment aggregators, bank payment gateways, direct banks, wallet providers, payment containers and credit product issuers;

1.11. “Service Order Form” means the document Merchant uses to order the Dollapee Services signed by Merchant and Dollapee.

2. PURPOSE

2.1. In consideration for the fees to be paid by the Merchant to Dollapee as further detailed under Service Order Form, Dollapee agrees to:

• enable and permit, for the duration of the Term (defined below), the integration of the Dollapee’s Dollapee Services with the website or application of the Merchant in accordance with the terms of this Agreement, and in a manner to be jointly determined by Dollapee and the Merchant may access and use Dollapee Services solely for its internal business purposes in accordance with this Agreement; and
• Upon processing and completion of a transaction i.e. purchase of good or services by a End User through Dollapee Services on the Merchant’s website or application, Dollapee shall share with the merchant relevant information with regards to such transaction including but not limited to transaction status, order details, order id, etc.
• Both Parties acknowledge and agree that in order to use Dollapee Services on Merchant’s website or application, through the Dollapee, the End User would be required to accept to the Dollapee’ Terms and Conditions (available at https://www.codfirm.in/terms-and-conditions ) and Privacy Policy (available at https://www.codfirm.in/customer-privacy-policy ) ("DTC PP"). The use of End User Data by Dollapee is subject to terms of DTC PP.

3. VALIDITY AND TERMINATION

3.1. This Agreement will commence on the Effective Data as listed in the Service Order Form (Effective Date) of this Agreement. The Agreement is valid from the Effective Date and shall remain in full force and effect, until either of the Parties terminate the Agreement in accordance with the terms of this Agreement.

3.2. Termination on Notice

i. Either Party can terminate this Agreement on convenience by providing 30 (thirty) days prior written notice to the other Party.

3.3. Termination on breach

i. In the event of breach of any term of this Agreement by a Party, the non-breaching Party will provide 30 (thirty) days to the breaching Party to cure such breach and the non-breaching Party will have a right to terminate this Agreement with immediate effect in case the breaching Party fails to rectify the breach within such period.

ii. Dollapee may terminate this Agreement with immediate effect, without liability, upon written notice if (i) the Merchant has experienced a material adverse change in its financial condition; (ii) Merchant or any of Merchant’s officers or employees appear to have been involved in fraudulent or illegal activity; or (iii) Merchant’s activities may be reasonably considered to damage, injure, tarnish or otherwise negatively affect the reputation and goodwill of Dollapee.

3.4. Effect of termination:

Upon termination of this Agreement for any reason whatsoever, Dollapee shall cease the performance of services under this Agreement and Merchant shall immediately discontinue the use of Dollapee Products. In the event of termination of this Agreement, the Merchant shall be liable to pay all dues to Dollapee under this Agreement pertaining to the services rendered by Dollapee up to the date of termination. Merchant remains liable for any refunds and/or End User disputes initiated after the expiration or termination date. On the expiration or termination of this Agreement, for whatsoever reason, each party shall immediately cease to use the Confidential Information of the other Party, and shall immediately either return all Confidential Information including any copies thereof to the other Party, or shall destroy such Confidential Information upon written request of the Disclosing Party and shall confirm this destruction to the other Party.

4. MERCHANT'S OBLIGATIONS

4.1. Merchant shall to the extent applicable to it, at all the times act in compliance with all Applicable Laws, rules, regulations, circulars, notifications, guidelines set by RBI/card networks/acquiring banks/payment service providers issued from time to time.

4.2. Merchant shall bear and be responsible for the payment of all relevant taxes (including any applicable withholding taxes) applicable to the Merchant and due upon the services related to the customer orders received through the Merchant’s website/ app.

4.3. The Merchant represents and warrants that it is engaged in a lawful business and has all necessary rights and authorizations to sell and distribute its products and/or services.

4.4. Merchant shall provide reasonable level of customer support to its customers and Merchant shall be solely responsible for all service issues relating to its customer’s products and services, including pricing, order fulfilment, order cancellation, returns, refunds and adjustments, chargebacks, rebates, functionality and warranty, and technical support. However, it is clarified that for any settlement related issues such as chargebacks or refunds Merchant shall reach out to its respective payment aggregation partner

4.5. Merchant is fully responsible for the security of any data collected by the Merchant through its website or app, in connection with products or services Merchant provides, or otherwise in Merchant’s possession and shall comply with all Applicable Laws and rules in connection with Merchant’s collection, security and dissemination of any personal, financial, or transaction information.

4.6. Merchant will give Dollapee at least 30 (Thirty) days’ prior notification of it’s intent to change its’s current product or services types, Merchant’s trade name, or the manner or types of payments Merchant accepts, to the extent that such change materially changes the nature of the Merchant’s business. Merchant will provide Dollapee with prompt notification if Merchant is the subject of (i) any voluntary or involuntary bankruptcy or insolvency petition or proceeding; (ii) any card network investigative action; (iii) a change of control of Merchant’s business; and/or (iv) litigation that may materially affect Merchant’s business.

4.7. The Merchant understands that no refund shall be processed by Dollapee after expiry of 60 (Sixty) days from the date of the transaction. It is hereby clarified that in case of any Dispute with respect to any transaction or reconciliation of transaction information, the Merchant shall raise such Dispute within 60 (Sixty) days of receiving an order delivery request.

4.8. The Merchant shall maintain a fair return, cancellation, or adjustment policy in accordance with the type of business; disclose its return or cancellation policy to its customers at the time of purchase

4.9. It is hereby agreed and acknowledged by the Parties that the consideration charged by Dollapee in respect of a successful transaction shall not be refunded or repaid by Dollapee to the Merchant or any other person irrespective of the customer payment amount being rejected, chargebacked, refunded or disputed.

4.10. Merchant undertakes to provide all the information and assistance from time to time as is required by Dollapee or if the same is required to be provided to government or judicial/quasi-judicial authorities by Dollapee.

4.11.In the event of the Merchant’s non-compliance with card association rules, results in any fines, penalties, or other amounts being levied on or demanded from Dollapee by a card association, then without prejudice to Dollapee’s other rights hereunder, the Merchant shall forthwith reimburse Dollapee in an amount equal to the fines, penalties or other amounts so levied or demanded or spent by Dollapee in any manner in relation to such fines, penalties, and levies.

4.12. The Merchant shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Merchant’s services, which are offered on its Merchant site/ application

4.13. The Merchant authorizes Dollapee to share KYC (Know-Your-Customer) details collected, transaction data and its customer information (if any) with the respective acquiring banks, card associations, and any third-party payment processors for the provision of Dollapee Sevices.

4.14. The Merchant shall prior to accepting any instructions from the customers ensure that the customers are duly registered on the Merchant site/ application and that the customers accept all the Merchant’s terms and conditions. It is clarified that if required, Dollapee reserves the right to inspect the Merchant’s terms and conditions, terms of service and privacy policy at any time

4.15. The Merchant shall provide prior written notice of 15 (Fifteen) days to Dollapee if there are any changes are made over Merchant’s platform (eg. themes change) which is going to affect Dollapee Services. However, if Merchant fails to notify, then Dollapee shall not be held liable for the same.

4.16. The Merchant hereby represents and warrants that it shall obtain consent of the End User and shall secure, a valid legal basis for processing and using any data in order for Dollapee:

a) to comply with Applicable Laws;

b) to provide Services;

c) to conduct research and gain insights in to market trends and needs and to develop or innovate technologies, products and services to meet such market trends and needs;

d) to use machine learning and artificial intelligence techniques to conduct research to gain insights on market trends;

e) to analyse customer's use of the Merchants website/application, platform, products or services, etc.;

f) to improve and personalize customer experience;

g) to detect fraudulent or suspicious transactions and for risk management;

h) for smart routing service;

i) for providing recommendations, including recommendations on outage or alternate payment method for increasing conversion rates;

j) to do industry benchmarking for improvement of the payment success rate;

k) for data analytics and/or;

l) any other similar purposes.

5. DASHBOARD ACCESS, TRANSACTIONS AND SETTLEMENTS

5.1. Once the Merchant is registered with Dollapee, Dollapee will provide the Merchant with access to Dollapee platform and the dashboard. With access to dashboard, the Merchant would be able to activate and deactivate Dollapee Services that the Merchant wishes to receive or no longer wish to receive from Dollapee.

5.2. The dashboard will be accessible through the login Id and password. The Merchant will have access to the login Id and password and will be able to manage and control the Dollapee Services and the transactions. It is clarified that the Merchant would be solely responsible for sharing the login Id or password with any third party.

5.3. The login Id and passwords are key to the dashboard and acceptance of Dollapee Services. The access granted to a Merchant through login Id and password will help Merchant to pass on instructions to Dollapee and Dollapee would solely rely on this information passed by the Merchant to process the transactions.

5.4. Notwithstanding anything contained anywhere in this Agreement, the Merchant hereby fully confirms and agrees that Dollapee reserve the right to reject payments prior to authorisation in the following cases: (a) the transaction is for any reason unlawful, unenforceable, doubtful, or erroneous; or (b) any transaction made through a card outside the territory authorized for the use of the card; or (c) any transaction cancelled due to a very high-risk score discovered using Dollapee fraud mitigations tools; or (d) the transaction not having obtained the necessary authorisation as required to be obtained in terms of this Agreement; or (e) the customer’s name or account number or any other necessary details is found to be omitted or incomplete; or (f) Dollapee or any other payment processor involved for the provision of the Dollapee Services is of the opinion that there are suspicious circumstances surrounding the transaction; or (g) if the transaction was not made in accordance with the API requirements of payment processors.

5.5. Payments can be rejected by acquiring bank/ card issuers post authorization and prior to settlement in the following circumstances: (a) the second or subsequent debt amount in case the transaction is debited more than once from customer's bank account; (b) cancelled transaction; or (c) withheld transaction found to be fraudulent or invalid; or (d) refund transactions.

5.6. All settlement amount due to the Merchant under this Agreement may be withheld or delayed till such time as Dollapee, the acquiring banks/escrow/nodal bank deems fit, if: (a) the Merchant or its customer or a third party commits any fraud or violates any Applicable Law; or (b) Dollapee and/or the acquiring banks have reasons to believe that a fraud has been committed against the customers, Dollapee, acquiring banks has reason to believe that the Merchant or the customer has in connivance with any third party have done any fraud or assisted in the same; or any transaction has been fraudulently initiated; or (c) the Merchant has excessive pending chargebacks or poses high chargeback and/or refund risk; or (d) continuous non-delivery or delayed delivery of Merchant’s services to customers; or (e) any other reasonable reason.

5.7. In the event of suspended or delayed payments mentioned above, Dollapee shall promptly intimate the same to the Merchant. Also, Dollapee may impose transaction limits either temporarily or permanently in order to reduce reasonable apprehension of risk or loss under varying circumstances.

5.8. In the event, that Dollapee is intimated, by the acquiring banks or a card association, that a customer has reported an unauthorized debit of the customer's payment instrument or the Merchant has by way of fraud against the customer made the customer do an unauthorized debit ("Fraudulent Transaction"), then Dollapee shall be entitled to suspend the settlement of the amount associated with the Fraudulent Transaction during the pendency of inquiries, investigations, and resolution thereof by the acquiring banks or the card payment network. If the Fraudulent Transaction results in a chargeback, then the chargeback shall be responded in accordance with the provisions relating to chargeback as set out under this Agreement.

5.9. Further, Dollapee also reserves the right to suspend, limit or put on hold the Merchant’s access to the account with Dollapee and/ or the funds available therein, including settlements amount under inter alia the following cases: (a) if such Merchant's KYC credentials are found to be not accurate and fake; or (b) if the Merchant makes incorrect or untrue disclosure of the nature of its business, resulting in a merchant category code violation; or (c) violation of any of the provisions of the Agreement; or (d) for violation of any of the Applicable Law. Such right to suspend, limit or put on hold the Merchant's access to the account with Dollapee shall continue till such time that the Merchant submits genuine KYC documents or credentials to the satisfaction of the relevant authorities as per the extant rules, regulations or guidelines with regard to KYC, as well as to the satisfaction of Dollapee without prejudice to any other legal remedy that Dollapee is entitled to prefer as per Applicable Law.

5.10. Without any liability to Dollapee, and without limiting any other right or remedy available to Dollapee, Dollapee shall be entitled to cease or suspend the Dollapee Service, in whole or in part, in Dollapee’s sole and absolute discretion and with or without notice to Merchant if Merchant shall fail: (i) a risk assessment; or (ii) to duly perform its duties, obligations, and responsibilities in connection with the Dollapee Service, or commit any act or omission which impairs Dollapee’s ability to provide or prevents Dollapee from providing the Dollapee Service.

5.11.It is agreed between the Parties that in the event any amount to be received from the Merchant by Dollapee due to excessive chargeback or refund or any other issues relating to any complaints of the Merchant’s customers and is over and above the amount which has been withheld by Dollapee, Dollapee shall have a right to raise an invoice relating to such payments to be made and the Merchant agrees to make payments of such invoice within a period of 15 (Fifteen) days of raising the invoice. Such unpaid amounts by the Merchant shall be subject to an interest, chargeable at the rate of Two Percent (2%) per month after the expiry of 15 (Fifteen) days.

6. REPRESENTATIONS AND WARRANTIES

6.1. Merchant’s Representations and Warranties. Merchant represents and warrants that:

6.1.1. Merchant has the right, power, and ability to enter into and perform its obligations under this Agreement;

6.1.2. Merchant will not (i) engage in any unfair, deceptive, or abusive acts or practices when utilizing the Dollapee Services; (ii) submit any card transaction for processing that does not arise from the Merchant's sale of goods or service to a buyer customer, (iii) act as a payment intermediary or aggregator or otherwise resell Dollapee Service on behalf of any third party; (iv) send what the Merchant believe to be potentially fraudulent authorizations or fraudulent card transaction;

6.1.3. Merchant has obtained all necessary rights and consents under applicable law to disclose to Dollapee and allow Dollapee to collect, use, retain, and disclose any data that Merchant may provides to it or authorizes Dollapee to collect under this Agreement, including information that Dollapee may collect directly from Merchant’s End Users via cookies or other means;

6.1.4. Merchant will not use the Dollapee Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Dollapee Services.

6.2. Dollapee’s Representations and Warranties: Dollapee represents and warrants that:

6.2.1.Dollapee shall comply with all Applicable Laws applicable to the performance of its obligations and the exercise of its rights under this Agreement, including but not limited to compliance with, and rules related to, PCI-DSS.

6.2.2.Dollapee shall at all times and at its own expense (i) comply with all applicable laws, rules, regulations and governmental orders, now or hereafter in effect, relating to its performance of this Agreement; (ii) pay all fees and other charges required by such laws, rules and regulations and orders and (iii) maintain in full force and effect all licenses, permits, authorization, registration and qualifications from all Governmental departments and agencies to the extent necessary to perform its obligations hereunder.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. For the purposes of this Agreement, the term “Intellectual Property Rights” shall mean and include all existing and future copyright rights, trademark rights (including, without limitation trade names, trademarks, service marks, and trade dress), patent rights, trade secrets and all other intellectual property rights, vested or registered, and all renewals and extensions thereof, regardless of whether such rights arise under the laws of any state, country or jurisdiction.

7.2. This Agreement does not grant the Merchant any right, title or interest in Dollapee Property, its copyrights, trademarks, service marks or any other Intellectual Property Rights.

7.3. The Parties agree and acknowledge that nothing contained herein shall be construed to convey, assign or transfer any ownership or proprietary interest, or any Intellectual Property Rights in the Merchant website or any part thereof, or Intellectual Property Rights and other properties of the Merchant to Dollapee.

7.4. Each Party guarantees to the other that it shall neither itself impair the title of the other Party to any Intellectual Property Rights nor permit any third party to do so, either by infringement or creation of any lien or encumbrance on any such Intellectual Property Rights. Nothing contained in this Agreement grants Dollapee any right, title in the Merchant's trademark or service marks.

7.5. During the Term for which Dollapee renders Service to the Merchant, Dollapee hereby grants to the Merchant a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable right and license to access and use application programming interface of Dollapee access to which is made available through Dollapee platform for a rendition of Dollapee Services in accordance with this Agreement.

7.6. Except as expressly permitted under this Agreement or any other license that may control the source code underlying the Dollapee Services, Merchant must not itself, not permit any third party to: (a) reproduce, modify, translate, adapt or create derivative work based upon the Dollapee Services; (b) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Dollapee Services; (c) access the Dollapee Services for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or include features substantially similar to the Dollapee Servies; (d) take any action that imposes an unreasonable or disproportionately heavy load on the Dollapee Services or its infrastructure or that negatively affects the ability of other to access or use the Dollapee Services; (d) use the Dollapee Services in any way that does not comply with all Applicable Law; (f) access or use the Dollapee Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (g) attempt to disable or circumvent any security mechanisms used by the Dollapee Services; or (h) use the Dollapee Services in a way that poses a risk to Dollapee or to Merchant’s customer.

7.7. Dollapee may improve, modify, add or remove functions or features to or from the Dollapee Services from time to time, with or without notice to the Merchant.

8. DATA SECURITY

8.1. Dollapee maintains commercially reasonable administrative, technical and physical procedures to protect all the personal information collected, stored or handled by Dollapee.

8.2. Merchant warrants that it has taken such precautions as are necessary to ensure that Merchant’s server and electronic systems are secure from breach or intrusion by unauthorized third parties. In the event that Merchant’s system is breached, hacked or face any lapse in security and if an unauthorized third party has access to or has accessed end-user data or transaction data, Merchant shall within 4 hours of such breach, notify Dollapee of such incident and shall take necessary steps to investigate the breach incident and take necessary measures to mitigate the risks.

8.3. Merchant further agrees to cooperate with Dollapee upon Dollapee’s request in Dollapee’s own compliance with PCI-DSS. The Merchant also agrees that the Merchant will use only PCI-DSS compliant payment service providers in connection with processing, storage or transmission of card data defined as a cardholder's account number, expiration date, and CVV. It is the Merchant's responsibility to comply with these standards, as applicable.

8.4. In case of data hosted on cloud, then the same shall be hosted on servers located only within India and ensure compliance with applicable Indian legal and regulatory circulars.

8.5. Pursuant to the DTC PP, Dollapee shall be entitled to collect, receive, obtain, and fetch End User Data from the End User, via various methods as mutually agreed between the Parties. Dollapee shall retain all necessary rights and obligations associated with such End User Data collected that may be required for the provision of the DollapeeServices.

8.6. Dollapee shall own all intellectual property and other proprietary rights, title and interest in and to Dollapee Information and Customer

9. NON-DISCLOSURE OF SENSITIVE INFORMATION

9.1. The Parties agree that any Confidential Information (including any written, tangible and/ or intangible information) exchanged between the Parties or disclosed by either Party to the other from time to time shall be the Confidential Information of the disclosing Party and the receiving Party shall not disclose such confidential information to any third party without taking the prior written approval of the disclosing Party. The receiving Party will not use the disclosing Party’s Confidential Information except as necessary under this Agreement and will not disclose Confidential Information to any third party except to those of its employees and subcontractors who have a business need to know such Confidential Information; provided that each such employee and subcontractor is bound to confidentiality restrictions consistent with the terms set forth in this Agreement.

9.2. The obligation of confidentiality contained under this Section shall not apply to information:

(i) which at the time of the disclosure is or already was in the possession of the receiving Party as evidenced by written documents; or

(ii) which at the time of the disclosure was already in the public domain as evidenced by written documents; or

(iii) which after the disclosure became generally available to the public through no fault of the receiving Party; or

(iv) which was subsequently disclosed to the receiving Party by a third party having a lawful right to disclose the information and being under no obligation of confidentiality to the disclosing Party; or

(v) which is required to be disclosed by the receiving Party to comply with Applicable Laws or governmental regulations/orders, provided that the receiving Party provides prior written notice of such disclosure to the disclosing Party so that disclosing Party can take reasonable and lawful actions to minimize the extent of such disclosure.

9.3. The receiving Party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

10. WARRANTIES AND DISCLAIMERS

10.1. Service. Dollapee represents and warrants to Merchant that the Service will be provided in a professional manner in accordance with the terms of this Agreement. Dollapee warrants solely to the Merchant that the Dollapee Services will materially conform to the description set forth in this Agreement under normal use and circumstances when used consistently and in compliance with the terms of this Agreement. It is hereby clarified that Dollapee shall use commercially reasonable efforts, to modify Dollapee Services to correct any material non-conformity and this shall be Dollapee’s sole and exclusive liability and Merchant’s sole and exclusive remedy for any breach of the warranty set forth in this Section 10.2. In the event that Dollapee is unable to correct the material non-conformity in a reasonable period, Merchant may terminate the Agreement and receive a pro rata refund for the period of non-conformity.

10.2. Disclaimers. EXCEPT FOR AS PROVIDED IN CLAUSE 9.2, THE DOLLAPEE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. DOLLAPEE DOES NOT REPRESENT OR WARRANT THAT DOLLAPEESERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ENTIRELY ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. DOLLAPEE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT WITH RESPECT TO THE DOLLAPEESERVICES PROVIDED UNDER THIS AGREEMENT. MERCHANT UNDERSTANDS AND AGREES THAT DOLLAPEE SHALL BEAR NO RISK WITH RESPECT TO MERCHANT’S SALE OF PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CARD FRAUD OR CHARGEBACKS.

10.3. Merchant assumes sole responsibility and liability for results obtained from the use of the Dollapee Services and for conclusions drawn from such use. Dollapee will have no liability for any claims, losses, or damages (i) caused by errors or omissions in any data or other information provided to Dollapee by Merchant in connection with the Dollapee Services or any actions taken by Dollapee at Merchant’s direction; (ii) arising out of or in connection with Merchant’s use of any third-party products, services, software or websites that Merchant integrates with the Dollapee Services; and/or (iv) arising out of or in connection with Merchant’s unauthorized modifications to the Dollapee Services.

11. INDEMNIFICATION

11.1. The Merchant will defend, indemnify and hold harmless Dollapee including, its affiliates, and its officers, directors, employees, and agents from any loss, damage, liability, claims, demand or cost (including reasonable attorneys’ fees) (“Claim”) made or incurred by any third party due to or arising out of (i) Merchant’s breach of Applicable Laws and Clause 6,7 and 8; (ii) chargebacks or refunds relating to the transactions contemplated under this Agreement; (iii) arising out of the negligence or intentional misconduct of Merchant’s or its employees, contractors or agents; or (iv) arising out of Merchant’s use of the Dollapee Services other than as permitted by this Agreement. Provided that, Dollapee shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to Merchant and shall permit Merchant to assume direction and control of the defense of any litigation or claims resulting therefrom (including the right to settle with the third party); and the Dollapee shall cooperate, as requested, in the defense of the claim.

11.2. Dollapee agrees to indemnify and hold harmless the Merchant its affiliates, and its officers, directors, employees, and agents from any loss, damage, liability, claim, demand or cost (including reasonable attorneys’ fees) made or incurred by any third party due to or arising out of (i) breach of Applicable Laws (iii) arising out of the negligence or intentional misconduct of Dollapee or its employees, contractors or agents. The Merchant shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to Dollapee and shall permit Dollapee to assume direction and control of the defense of any litigation or claims resulting therefrom (including the right to settle with the third party); and the Merchant shall cooperate, as requested, in the defense of the claim. The indemnities provided herein shall survive the termination of this Agreement.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. IN NO EVENT WILL DOLLAPEE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL EXCEED 3 (THREE) MONTHS OF INVOICE VALUE PAYABLE TO DOLLAPEE BY MERCHANT.

13. AUDIT

Except as required by Applicable Law, the Merchant shall be solely responsible for: (a) compiling and retaining permanent records of all transactions and other data and (b) reconciling all transaction information that is associated with its customers. The Merchant shall maintain records of such periodical checks in such manner as may be specified by Dollapee and/or acquiring banks. Dollapee and/or acquiring banks shall be entitled to check and audit records and statements of the Merchant to ensure compliance with the Merchant’s obligations under this Agreement at such intervals or times as Dollapee and/or acquiring banks may deem fit. Such periodical checks and audits shall be conducted by Dollapee with prior written notice of 15 (Fifteen) days. Merchant shall comply with the required standards as prescribed under Applicable Law such as relating to cyber security. Dollapee or payment processor or the regulator may either on its own or through third party agencies undertake inspection of the information technology infrastructure of the Merchant to the extent to ensure that the Merchants information technology infrastructure complies with the Applicable Law.

14. MISCELLANEOUS

14.1. Independent Contractors Dollapee and Merchant are independent contractors. Nothing in this Agreement will be construed as creating any relationship such as joint venture, partnership, association of persons, employer-employee, principal-agent or franchisor-franchisee between the Parties. Save as otherwise expressly provided under this Agreement, this Agreement is not intended to be for the benefit of any third party, and is not enforceable by any third person, and shall not confer upon any third party any right, privilege, remedy, claim or other right.

14.2. Order of Preference In the event of a conflict between this Agreement and the Service Order Form, the order of preference will be this Agreement, then the Service Order Form, unless the special contractual terms section of the Service Order Form clearly specifies the section of the Agreement and/or Annexure to be modified.

14.3. No Waiver A Party does not waive any right under this Agreement by failing to insist on compliance with any terms of this Agreement or by failing to exercise its rights hereunder. Any waiver granted hereunder is effective only if recorded in writing signed by the Party granting that waiver.

14.4. Governing Law and Jurisdiction Any disputes arising out of this Agreement shall be governed by and construed in accordance with the laws of India. Parties shall endeavour to amicably, through discussions, settle and resolve any dispute or difference arising out of or in relation to this Agreement (“Dispute”) within 15 (Fifteen) days from the commencement of such Dispute. In case of such failure, the Dispute shall upon the expiry of the aforesaid period, the Parties submits that all disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Gurgaon, Haryana.

14.5. Notices. Notices will be sent to the addresses set forth in the Service Order Form. The notices will be deemed to have been given upon: (i) the date actually delivered in person; (ii) within 3 (Three) days after the date sent by registered post or courier; or (iv) the same day sent by email support@codfirm.in .

14.6. Force Majeure Should any Party be prevented in performing its obligations under the terms of this Agreement by reason of any force majeure circumstances such as amendment in laws or regulations, action by any authority, local or otherwise, riots, insurrection, war, terrorist action, acts of God and unforeseen circumstances beyond its control, the Party claiming force majeure shall not be held liable for any compensation to the other Party except to the payment obligations agreed between the Parties. The cost of unused services shall be returned to Merchant, if already paid.

14.7. Severability If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the Parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.

14.8. Assignment Neither Party shall assign the rights and obligations under this Agreement to any third party (other than holding or subsidiary companies or subsidiary companies of holding company) without obtaining written consent of the other Party and such consent shall not be withheld unreasonably.

14.9. Marketing Activities. Each party may identify the other party as a customer including, but not limited to, use of the other party’s name and logo on its website, customer lists and similar marketing materials. Neither party may issue a press release relating to this Agreement without the other party’s prior written consent.

14.10. Entire Agreement This Agreement supersedes any and all agreements between Merchant and Dollapee. This Agreement, together with any schedules, annexures is the entire Agreement and expresses the complete exclusive and final understanding of the parties with regard to the subject matter herein and may not be altered, amended or modified except in writing and signed by the parties.