Terms and Conditions for Corporates and Merchants

DEFINITIONS AND INTERPRETATION

“API” shall mean the application programming interface and all Documentation relating thereto and shall also include the ideas and concepts contained within the various physical implementations of the API and any related Documentation associated therewith, including any user documentation and all interfaces and custom programming developed by the Asolve for the Partner under this Agreement and which are made available by the Asolve Developer Portal or through offline mode or any other mode, which are more particularly described in Annexure B.

“Acceptance Testing” means the process of testing the APIs conforming to the specifications and requirements set forth in this Agreement and the term ‘Acceptance Test’ shall be construed accordingly.

“AML” refers to the prevailing anti-money laundering laws and regulations, as amended from time to time.

“API Data” means any data or other content that Asolve makes available on or through the Asolve’s Developer Portal or any other mode.

“API Key” means the unique key that Asolve issues to Partner, to enable Partner’s App/web to access an API.

“API Rights” means the rights granted herein by the Asolve to Partner for use of the API (including updates provided hereunder or otherwise) and all related Documentation, commencing upon its delivery to Partner and continuing thereafter.

“App” or “Application” means any software application platform that the Partner has developed using which ‘the TSP Services will be provided to the TPUs.

“Approval Process” shall mean internal process adopted by the Partner to check and onboard the TPUs.

“Business Day(s)” means a day(s) when Bank is open for normal business transactions and excludes a Saturday or a Sunday.

“Completion of Services” means the handover of the implemented API to the Partner and the acceptance of the API by the Partner, in writing, after successful Acceptance Testing.

“Channel” shall mean the Data sharing channel established by integration of API with Payment platform.

“CollectionServices” refers to collection solutions and refund solutions that Asolve offers to Partners. Such Partners could be online Partners where the payment solutions could be integrated on Partner website or on Partner mobile applications or Partner could be an offline Partners where the payment solutions could be provisioning of static quick response code or dynamic quick response code (Payment solutions integrated with Partner application or billing module with quick response code carrying the reference of transactions and amount) with payment response coming to Partner system or by way of SMS depending upon the Asolve  arrangement with Partners.

“Asolve’s Developer Portal/API Dashboard” refers to the online portal which Asolve will make available to enable access to the APIs for application development.

“Documentation” shall mean the manuals provided by Asolve  to Partner for accessing the API. “KYC” refers to the prevailing know-your-customer laws and regulations, as amended from time to time.

“Master Service Provider” shall mean any entity with whom Asolve had arrangement to render the services including API as specified under this agreement.

“Project” means development (including customizations and enhancements), integration and implementation of API as per the designated Purpose, in accordance with the terms contained in this Agreement.

“Project Plan” shall mean the Project related business strategy and milestones mutually designated by the Parties in writing, from time to time.

“Revenue” shall mean the net monthly revenue generated by the Partner in connection with the TSP Services provided to the Partner;

“Services” means the activities to be undertaken by the Asolve in accordance with the designated Purpose pursuant to the terms of this Agreement that are as follows:

1. To render Collection services and/or Passway Business Banking Payout Services through Enabling access to/use of the API by the Partner for Collection Services and/or Co Passway
2. Business Banking Payout Services

“TPU” or “Third Party User” shall mean the Partner or sub-Partner of the Bank and/or Asolve (who are not banking entities) who are successfully onboarded and will be provided with the APIs, in accordance with the designated Purpose. It is hereby clarified that the customers of the TPU, and/or users of a application/platform operated by the TPU pursuant to the provisions contained in this Agreement, shall also be deemed to be a TPU for all intents and purposes.

“TSP Content” means all information, material or other works (including the Partner’s App/Web or any part thereof, which may be represented in computer code or otherwise).

“TSP Services” shall mean the services offered by the Asolve to TPUs using the App, whereby the TPUs are permitted use the API to avail customized financial services, pursuant to the terms contained in this Agreement.

“Virtual account” shall mean system-generated, unique account number that is linked to a single account and is used to conceal the physical account to which it is attached. Wherein Partners can collect funds directly into their own bank account with a Unique identifier to credit in real-time and for easy reconciliation. It is a virtual representation of an actual bank account that is used for specific purposes such as receiving payments, managing funds, and reconciling transactions.

“UPI” refers to Unified Payment Interface provided by NPCI through Bank or any other payment service provider.

1) SCOPE OF SERVICES

Asolve shall provide the Partner with Collection Services and/or Passway Business Banking Payout Services (“Services”), which shall include the use of Asolve Passway Business Banking Solution for processing payments via the API or Dashboard/Platform.

Partner hereby appoints Asolve with effect from the Effective Date to render Services in accordance with the Statement of Work, as more specifically stated in Annexure A to this Agreement.

2) INTEGRATION

The Parties shall integrate their respective APIs to facilitate provision of settlement services by Bank basis instruction received from Asolve for settlement of payments to Partners against Products /Services sold by the Partners. The Agreement shall govern the following integrations (“Integrations”):

3) LICENSE

1. Grant: Subject to the terms contained in this Agreement, the Asolve agrees to grant to the Partner a limited, time-bound, non-exclusive, transferable access to the APIs which are listed on Annexure B hereto to use, for the provision of Services.
2. The Partner shall be entitled to use the API(s)/Dashboard, API Rights, API Data, Platform, updates and related Documentation, for the Partner’s business on any of its computers/server at the Partner’s data-center located in the territorial limits of India and for use within the territorial limits of India only.

4) TERMS OF USE OF API

1. The use of, and access to the Asolve Portal, the APIs and any API Data by the Partner is governed by the terms and conditions mentioned under this agreement (“Terms of Use of API”). When using and/or accessing the Asolve’s Portal, the APIs or any API Data, the Partner agrees to be bound by these Terms of Use of API and further undertakes to ensure that the TPUs are compliant with below mentioned conditions: –
   1. Partner may only use the API as provided by the Provider and in accordance with these Terms.
   2. Partner may not use the API for any illegal or unauthorized purpose, nor may you, in the use of the API, violate any laws in your jurisdiction (including but not limited to copyright laws).
   3. Partner shall be solely responsible for your use of the API and any Applications Partner create using the API.
   4. Partner shall not sell, lease, or sublicense the API or any Applications Partner create using the API.
   5. Partner shall not use the API to replicate or compete with the Asolve or services.

5) Asolve’S REPRESENTATIONS AND WARRANTIES

The Asolve:

1. Will provide the Services to the Partner in terms with the agreed Purpose, Business Requirement Document and the terms contained in this Agreement.
2. Will cooperate with, and provide reasonable assistance to the Partner in the onboarding of TPUs if required.

6) COST, FEES AND PAYMENT

This section sets out the fees and charges payable by the business for using the Collection Services, API service, as well as the payment terms.

• Both Parties agree that each Party shall be responsible for its own costs and for providing, developing and maintaining all necessary equipment, software and facilities at their respective end so as to connect the Asolve Platform to Partners system for the purpose of providing the Services.

• The charges for integration, development and usage of Asolve Passway Business Banking solution shall be imposed on the Partner along with such additional fees as may be decided between the Asolve.

• Asolve shall provide the Partner with Passway Business Banking services in accordance with the terms of this Agreement. 

• The Partner shall pay Asolve for the Passway Business Banking services in accordance with the fees set out in Annexure C. 

• Asolve shall issue GST invoice to the Partner for the fees. Payment of the fees shall be made by the Partner without any delay or demur, the stipulated fees/charges within [7] days of receipt of the invoice.
• If the Partner fails to pay any fees within the specified time frame, Asolve may, without prejudice to any other rights or remedies it may have, suspend or terminate the provision of the Passway Business Banking services and an Interest @18% per annum shall be charged by the Asolve on the Overdue/Outstanding amount/Fee/commission.
• All fees are exclusive of any applicable taxes, which shall be payable by the Partner.
• Asolve may, at its sole discretion, revise the fees set out in Annexure C upon written notice to the Partner.
• The Partner shall not be entitled to any refund of fees paid in the event of termination of the Passway Business Banking services by either party, except as may be expressly provided for in this Agreement.
• Any dispute arising out of or in connection with this clause shall be subject to the dispute resolution provisions set out in this Agreement.
• Partner shall be liable for all liabilities, loss, damages or claims arising from or relating to any error in the Payment Instruction files uploaded on the Asolve Platform due to typographical or technical reasons or non-transmission /partial transmission of Payment Instructions of the Partner from Asolve Platform to Bank. Payment Instructions or contents or records of the ERP Aggregator shall be final, binding and shall be the proof of the Payment instructions of common customers” therefore Asolve shall not be liable for any claim arising for or error in execution of the instruction of common customer.
• All amounts referred to in this Agreement are exclusive of any all central, state and local levies, taxes, duties, fines and penalties, if any, (including without limitation sales taxes, value added taxes, excise duties and customs duties, if any) past, present and future by whatever name called, as may be applicable, and shall be payable in addition by Payment Intermediary at the appropriate rate on the same date as the payment to which such taxes /duties /levies relate.

7) PARTNER’S OBLIGATIONS:

(a) The Partner:

• shall ensure that the delivery of Services is in line with applicable laws and the guidelines prescribed by the Bank/Asolve in writing, from time to time. Confirms that neither the Partner nor the sub Partners will use the APIs for the purpose of DMT (Domestic Money Transfer transactions).
• shall ensure that all of its employees, contractors and agents, who will be using API are aware of, and comply with the Terms of Use of API. The Partner undertakes to also ensure that the TPUs are compliant with these Terms of Use of APIs.
• Shall take reasonable efforts to ensure that all information provided to Asolve in relation to the API Key , is complete, accurate, up-to-date, true and not misleading in any way.
• shall be liable and responsible for all acts and omissions of any person to whom Partner allows access to the Asolve’s API/Dashboard/ Portal.
• Is not permitted to use any application (including its updated and/or any new version of it) in the production environment, unless and until Asolve has reviewed and approved for moving such application to the production environment and authorized with applicable API key.
• Will not use or access Asolve’s APIs for any purpose other than the legitimate business and shall not use for any banned/prohibited activity as specified in annexure-D..
• Must keep API Key secure and only use it for its own business purposes.
• Will not use, copy, exploit, disclose, distribute or disseminate any API Data or Data Set in any manner except for its own business purposes or for any other purpose which has been expressly approved by Asolve in writing.
• Must not reverse engineer API code provided by the Asolve.
• Will make available to the Asolve, Bank and RBI, access to the documents, records of transactions, books and accounts, and other necessary information given to, stored or processed by the Partner, within a reasonable time from receiving a notice to this effect.
• Agrees that the Partner will not offer transaction charges to TPUs that are less than or equal to prices offered by the Asolve.
• Acknowledges and agrees that, subject to compliance with applicable laws, Asolve may collect and hold personal information about Partner and any person to whom Partner allows access and use of the Asolve Portal/ Dashboard the APIs and/or the API Data.
• Acknowledges and agrees that Asolve can monitor Partner, TPU’s access to, and use of, the Dashboard/ Portal, APIs and API Data. Partner agrees to assist Asolve in verifying compliance with these Terms of Use of API by providing information within a reasonable time period on written request.

(b) The Partner must ensure that there is no illegal use of TPU data obtained or processed by the Partner and must ensure that all data processed through API are stored in servers in India.

(c) The Parties may, by mutual agreement, amend, add to, supplement or replace the Terms of Use of API.

(d) Partner shall ensure that country of operations shall be as per the regulatory requirements as laid down by Reserve Bank of India(“RBI”).

(e) Partner to ensure the quality of service which should be uninterrupted and as per the standards agreed.

(f) The Partner shall undertake all necessary measures to prevent any misuse of UPI and ensure strict adherence to regulatory standards.

(g) Partner to ensure List of controls, reporting and monitoring environment is maintained to operate effectively and efficiently at the current and projected business scale.

(h) Partner shall not use service for any of Negative/ Banned Line of Business mentioned in Annexure-D and in derogation of RBI guideline, as maybe updated from time to time, or any other regulation/ guideline/ notification/ circular/law dealing with aforementioned subject. Partner irrevocably and unconditionally agree and confirm that, the Services availed are solely for lawful business activities which are in compliance with the applicable laws of India including but not limited to regulatory guidelines/orders/notifications issued by the Reserve Bank of India.

(i) Partner be and is hereby agree and undertake that Partner shall unconditionally indemnify Asolve and its directors, officers, employees, agents and affiliates, Master service provider and keep them indemnified at all times in respect of any damage, cost, charges and expenses which Asolve and its directors, officers, employees, agents and affiliates may incur or any loss or damage which it may suffer or be put to or which may be occasioned due to but not limited to breach of this declaration or violation of applicable laws by the Partner.

(j) Partner further declares and confirm that in case of any deviation with respect to the use of Asolve Product/ Services as stated above, Partner Shall be responsible and Asolve has the authority to deactivate the account. Asolve IT Solutions Private Limited will not be held responsible for any consequences that arise from any unauthorized use of its platform/Dashboard/API in any manner.

(k) The Partner shall be solely liable for all transactions conducted through Asolve’s Passway Business Banking Solution for Payout and Collection Services. The Partner shall indemnify and hold Asolve harmless from any and all claims, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in connection with any transaction processed through the Passway Business Banking Solution, including without limitation, any unauthorized transactions, banned transactions or fraudulent activities. The Partner shall also be responsible for ensuring the accuracy and completeness of all transaction-related information provided to Asolve, and for promptly notifying Asolve of any errors, discrepancies, or suspected fraudulent activities.

(l) The Partner shall be solely responsible for the source of funds received Payment collection Services/solution. The Partner represents and warrants that all funds received through the Passway Business Banking Solution are legally obtained and do not violate any laws, regulations, or applicable guidelines. The Partner shall indemnify and hold Asolve harmless from any and all claims, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in connection with any breach of this representation and warranty, including without limitation, any claim that the funds used through the Passway Business Banking Solution were illegally obtained or violated any applicable laws or regulations. The Partner shall also be responsible for promptly notifying Asolve of any suspected or actual illegal or unauthorized use of funds through the Passway Business Banking Solution.

(m) Partner agrees that it shall not attempt to disguise the source of any illegally-obtained funds or use Asolve as a conduit for money laundering or other illicit purposes. Partner further represents and warrants that no such attempt of the sort described in this Clause has been made prior to the date of this Agreement. If Partner is found in any fraudulent transactions/activity or suspicious transactions /activity or chargeback or any activity which is against the interest on the company or general public, then Asolve or Master Service Provider/Sponsor Banks reserves its sole right to forfeit/block/hold /mark lien /Debit freeze such virtual accounts funds/ settlement /amounts, also Asolve may intimate the regulatory body or authority if required.

(n) In case of Asolve finds any fraudulent transactions/activity or suspicious transactions /activity or chargeback due to the Partner or its agents in such case Partner agrees that Asolve has the sole right to forfeit/block/hold /mark lien /Debit freeze virtual accounts funds/ settlement/amounts of Partner until fraud/chargeback or suspicious transaction amount is cleared in accordance with Bank’s terms and conditions.

(o) Partner represents and warrants that in exceptional case(s) or due to technical glitch or due to any other reason/error, if virtual account of Partner gets credited twice or more than the required/requested/expected amount, then Asolve reserves its sole right to:

• reverses that particular transaction by debiting the virtual account of Partner or
• make/mark a lien on amount that has been credited in excess and/or
• make the virtual account balance negative, for cases where the excess credited amount has been utilized by the Partner, and/or
• any other legal right as available under law without limitation to recovery of money through a judicial proceeding.

8) SECURITY DEPOSIT REQUIREMENT

Partner acknowledges and agrees to deposit a security amount (“Security Deposit”) of INR 1000000 with Asolve. The amount of the Security Deposit will be specified in a written communication from Asolve to the Partner from time to time. The Partner shall deposit the specified amount within 2 business day of receiving such communication.

1. Use and Refund of Security Deposit: The Security Deposit shall be held by Asolve as security for the Penalty for Misuse under this Agreement. Asolve reserves the right to use, apply, or retain the Security Deposit, in whole or in part, in the event of any default or Misuse of the UPI by the Partner. Subject to any deductions as per this clause, the remaining Security Deposit shall be refunded to the Partner within 45 days after the termination of this Agreement and the settlement of all outstanding obligations.
2. Adjustment of Security Deposit: Asolve reserves the right to adjust the amount of the Security Deposit at its sole discretion against the penalty for misuse or any other outstanding obligations or Contingent liability. The Partner will be notified of any changes in the required Security Deposit amount through written communication, and the Partner agrees to deposit any additional amount required within 2 days of such notification.

9) PENALTY FOR MISUSE

In the event that the Partner is found to be misusing UPI in an unauthorized line of business (LOB) or website/app, thereby incurring penalties from Sponsor Bank/Master Service Provider, the Partner shall be liable to reimburse the Asolve for any and all such penalties imposed by Sponsor Bank/Master Service Provider. The penalty amount shall be INR5,00,000/-for each instance of misuse and such penalties are deducted from the Partner’s bank account/Virtual Account or from the security deposit, as the case may be.

10) PAYMENT RESPONSIBILITY

The Partner agrees to bear the full cost of any penalties imposed by Bank/Master Service Provider as a result of their misuse of UPI, and hereby authorizes the Company to deduct such penalty amounts from any payments owed to the Partner under the Agreement or any other arrangement.

11) CONTINGENT LIABILITIES

Any Contingent liabilities, fines, penalties, or charges imposed by the bank or master service provider, related to the services i.e. UPI provided under this Agreement, will be borne by the Partner. Asolve shall notify the Partner of such liabilities, and the Partner agrees to settle these liabilities within 2 business days of receiving such notification.

12) TERM AND TERMINATION

1. This Agreement shall commence as of the Effective Date and thereafter shall be in force for a continuous period unless terminated by either Party by giving a prior written notice of Thirty (30) Business days to the other Party.
2. Notwithstanding anything contained in this Agreement, Asolve may forthwith terminate this Agreement under any one or more of the following conditions:
   1. In the event of default of performance of any of the obligations by the Partner under this Agreement or the services provided herein being in contravention of any regulatory requirements or law, as may be applicable from time to time, or industry practice, or under the circumstances which would amount to objectionable service;
   2. If a petition for insolvency is filed against the Partner and such petition is not dismissed within ninety (90) days after filing and/or if the Partner makes an arrangement for the benefit of its creditors or, if the court receiver is appointed as receiver of all/any of properties of the Partner .

It is hereby agreed and understood by the Parties that the provisions of this Clause shall not limit or restrict nor shall they preclude any Party from pursuing such further and other legal actions, against the other Party for any breach or non-compliance of the terms of this Agreement.

1. Upon the termination or expiration of this Agreement for any reason whatsoever, Partner shall:
   1. Immediately refrain from any action that would or may indicate any relationship between it and Asolve and immediately cease to perform terms of this Agreement.
   2. Immediately cease to use in any manner whatsoever the Intellectual Property Rights in any correspondence/ communications.
   3. Forthwith hand over to Asolve the possession of all documents, material and any other property belonging to Asolve that may be in the possession of the Partner or any of its employees, agents or individuals assigned to perform the services under this Agreement.
2. The expiration or termination of this Agreement shall be without prejudice to the accrued rights and obligations of the Asolve and all such accrued rights and obligations shall remain in full force and effect and be enforceable not withstanding such expiry or termination.

13) AUDIT AND INSPECTION RIGHT

Asolve shall have the right to inspect and/or audit all records of Partner that relate to arrangement captured in this Agreement, including agreements with sub-Partners at any time and for such purposes the Asolve shall permit entry into such premises where the records are maintained without prior written notice, and access to such records as required by Asolve.

14) INTELLECTUAL PROPERTY RIGHTS

1. Except for rights expressly granted under this Agreement:
   1. nothing in this Agreement will function to transfer any of either Party’s Intellectual Property Rights to the other Party, and

1. each Party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this Agreement.
2. Neither Party must use the other Party’s trademarks, logos or brands, without obtaining written approval to this effect.

1. The Partner will own all rights, title and interest (including any Intellectual Property Rights) in and to, the TSP Content. The Partner hereby grants to Asolve a royalty free, limited, non- transferable, non-assignable and non-exclusive right to use and copy TSP Content for the purposes of facilitating and administering Partner’s access to and use of the API/Dashboard/ Portal, and any API Data.
2. Asolve shall not be liable for any error, omission or delay in the services provided by any internet service provider or any third-party service provider on whose performance Asolve is dependent for transmitting such information or data. Partner hereby agrees that Asolve shall not be liable for damages, whether direct or indirect, arising out of such transmission including but not limited to any breach of confidentiality, loss of privacy, loss of data, business interruption, and delay in delivery or any pecuniary loss. Partner agrees and confirms that all transactions effected by or through the Channel for giving details and/or instructions to Asolve or otherwise communicating with Asolve in connection with the Services or through other means of telecommunication as received by Asolve, shall constitute legally binding and enforceable transactions and/or instructions on the Partner. Asolve shall be entitled to rely and act on any communication through the Channel, which originate or appear to originate from the Partner and such actions shall be fully binding on the Partner.

1. Transactions shall be processed only when received from registered and configured Partner ID VPA.
2. Asolve owns all rights, title and interest (including any Intellectual Property Rights) in and to the Asolve’s Developer Portal/Dashboard (including any content on it, other than TSP Content), the APIs and API Data and all other software and systems used by Asolve in connection with the APIs.

15) INDEMNITY

1. The Partner hereby undertakes and agrees to indemnify, without delay or demur, Asolve and keep Asolve indemnified and harmless at all times from and against any and all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses which Asolve may suffer or incur, directly or indirectly, arising from or in connection with
   1. Breach or non-performance by Partner of any of its undertakings, warranties, covenants, declarations or obligations here under; or
   2. Non-compliance with applicable laws or court or statutory order or any action by any statutory, administrative or regulatory body
   3. Any error, default, fraud, acts, omission, negligence or misconduct of the Partner, its employees or agents or its customers;
   4. Any claim (including chargeback) by any TPUs or a third party with respect to service rendered by the Partner under this Agreement;
   5. Any inaccuracy, error or omission of any data, information or message as provided by the Partner, or the transmission or delivery of any such data, information or message as provided by the Partner;
   6. Any act, deed, omission or non-performance on the part of the Partner and / or its agent(s);
   7. As a consequence of Asolve relying upon and acting on any communication received from the TPUs through Partner.

1. The Partner hereby agrees that Asolve will not be liable for any loss, whether direct or indirect suffered by the Partner, its customers and/or any other party due to any reason what so ever pursuant to this agreement.
2. All indemnities provided under this Agreement shall survive the expiry and/or termination of this Agreement.

16) CONFIDENTIALITY

1. The Parties acknowledge and agree that all tangible and intangible information obtained, developed or disclosed including all documents, data papers and statements and trade secret of either Party relating to its business practices and their competitive position in the market place provided to the other Party in connection with the performance of its obligations under this Agreement shall be considered to be confidential and proprietary information (“Confidential Information”).
2. The Confidential Information including all data, documents, papers and statements will be safeguarded and the Parties will take all the necessary action to protect it against misuse, loss, destruction, alterations or deletions thereof. In the event of a breach or threatened breach by either Party of this section, monetary damages may not be an adequate remedy, therefore, the other Party

shall be entitled to injunctive relief to restrain the party committing the breach, from any such breach, threatened or actual.

1. The receiving Party shall not be liable for disclosure or use of any confidential information if the same:
   1. Is in or enters the public domain;
   2. Is known to the receiving Party at the time of first receipt, or thereafter becomes known to the receiving Party prior to such disclosure without similar restrictions from a source other than the disclosing Party, as evidenced by written records.
   3. Is disclosed pursuant to any law or order of any court or regulatory authority having jurisdiction over the receiving Party.

1. Asolve may disclose the Confidential Information to its employees, directors, Affiliates, professional consultants or advisors on a need-to-know basis only, provided same are subject to similar confidentiality undertakings and are informed by Asolve that the information is confidential.

1. The Partner represents and warrants that it has the right and authority to disclose the Confidential Information to Asolve and that it is not a party to any agreement or under any obligation to any third party which would prevent it from entering into this Agreement and complying with the terms and conditions as set forth herein.

The Parties agree that all Confidential Information disclosed by, or pertaining to the other Party, its Affiliates and/or Customers, under this contract shall remain the property of the said Party disclosing such Confidential Information or its Affiliates/licensors. Nothing contained herein shall be construed as granting or implying any transfer of rights (including license rights) to the other Party in the Confidential Information, or any patents or other Intellectual Property protecting or relating to the Confidential Information. Notwithstanding anything contained in Clause 9 of this Agreement, the provisions of this Clause and obligations herein shall survive one year from the date of termination of this Agreement.

17) LIMITATION OF LIABILITY

1. Under no circumstances Asolve shall be liable to the Partner or to any other sub-Partner for Direct, indirect, incidental, consequential, special or exemplary damages arising from or in connection with this Agreement, even if that Party has been advised of the possibility of such damages, such as, but not limited to, loss of revenue or anticipated profits or lost business.

1. Notwithstanding anything contained under this agreement, under no circumstances Asolve shall not be liable for any loss and/or damage incurred/spend by the Partner, arising out of or related to fraud with respect to the Services or due to any reason whatsoever.
2. It is hereby mutually agreed that this Clause 14 shall survive the termination of this Agreement.

18) FORCE MAJEURE

The Parties shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues (provided that this shall not prevent the accrual of interest on a principal amount which would have been payable but for this provision). Each Party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution.

“Force Majeure Event” means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

19) ASSIGNMENT

The Partner shall not assign, in whole or in part, the benefits or obligations of this Agreement to any other person without the prior written consent of Asolve, such consent not to be unreasonably withheld. Provided that Asolve may assign any of its rights and obligations hereunder to any of its Affiliates without the prior consent of the Partner.

20) RELATION BETWEEN THE PARTIES:

Other than as specifically provided herein, this Agreement is on a “principal to principal” basis and Asolve shall provide the services being provided by it hereunder strictly as an “independent service provider”

Nothing contained in this Agreement shall be construed (a) to create an association, trust, Partnership, or joint venture, (b) to impose a trust or duty, obligation, or liability on or with regard to either Party, (c) to create any duty, standard of care or liability to any person or entity not a party to this Agreement.

Asolve shall act as a mediator between Partner and the various master service providers therefore Asolve shall not be liable for any deficiency/downtime in service for any reason whatsoever. Asolve will assist the Partner in settling any queries related to the Services that arise between the Sub-Partner. However, Asolve shall bear no responsibility with respect to the dispute or query related to payment made by the Partner or its Sub-Partners.

21) MISCELLANEOUS

1. Any provision of this Agreement may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective.

b) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Neither Party may assign, in whole or in part, the benefits or obligations of this Agreement to any other person without the prior written consent of the other Party, such consent not to be unreasonably withheld.

1. Unless otherwise provided herein, all notices or other communications under or in connection with this Agreement shall be given in writing and may be sent by personal delivery or post or courier or facsimile to the address, facsimile number given below. Any such notice or other communication will be deemed to be effective if sent by personal delivery, when delivered, if sent by post, two days after being deposited in the post and if sent by courier, one day after being deposited with the courier,

The addresses referred to hereinabove are:

If to Partner:

ATTN: partnership@asolveitsolutions.com

d) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any Party hereto.

1. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties to this Agreement any rights or remedies hereunder.

f) In connection with this Agreement, as well as all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and to perform such additional actions as may be necessary, appropriate or reasonably requested to carry out or evidence the transactions contemplated hereby.

1. The invalidity or non-enforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

1. This Agreement together with all Schedules and Annexures hereto form a single Agreement between the Parties hereto.
2. This Agreement may be signed in duplicate, and in such cases, each such Agreement version shall be deemed to be an original.

ANNEXURE-A

STATEMENT OF WORK/SCOPE OF SERVICES

Asolve shall provide a Passway Business Banking solution, through which Partners can automate the collection services & payments system using Partner’s own Bank Account via the Passway Business Banking APIs.

Asolve  shall create a digitally enhanced client experience, backed by personalized, customized, and tailored products that can satisfy each partner’s specific demand.

PART-A

FUND TRANSFER (PAYOUT) THROUGH API INSTRUCTIONS

Fund transfer (Payout) solution is designed by Asolve to help Partners to manage and pay for various business expenses, including vendor/supplier settlements, monthly payments, staff wages, rentals, reimbursements, and more.

Fund Transfer API offered by Asolve, which allows Partners to transfer funds quickly and conveniently using their own business accounts using the Dashboard/API provided by the Asolve. The API supports several payment solutions, including IMPS (Immediate Payment Service), NEFT (National Electronic Funds Transfer), RTGS (Real-Time Gross Settlement), and Fund Transfer.

IMPS is a real-time interbank electronic fund transfer service that allows instant transfer of funds from one bank account to another using mobile devices, internet banking, or ATMs. It is available 24/7 and can be used for both online and offline transactions.

NEFT is a payment system that enables electronic transfer of funds from one bank account to another bank account. NEFT transactions are settled in batches, and the settlement is done on a deferred net basis. The settlement takes place in hourly batches, and the transfer of funds usually takes 2-3 hours.

RTGS is a real-time gross settlement system that allows individuals and businesses to transfer large sums of money between banks in real-time. RTGS transfers are processed individually, and the funds are settled immediately.

The Fund Transfer solution provided by Asolve is likely to be a proprietary solution offered by the Asolve that allows Partners to transfer funds between their own business accounts using Asolve’s API/Dashboard.

Fund transfer (payout) through API instructions shall enable the Partners as mentioned below: –

Multi-AccountSettlements:With Payout API Partners can easily settle payments to multiple bank accounts.

Real-Time Updates: Partner gets access to Real-time Transaction reports and can check Debit/Credit in their own Bank Account.

EasyIntegrationAPIs:Easy API Integration gives Partners a complete Payout solution for vendors, customers, and partners.

ANNEXURE B

List of API’s

1. UPI Collection API.
2. Fund Transfer (Payout) API.

ANNEXURE-A

LIST OF BANNED/PROHIBITED TRANSACTION/CATEGORY/ACTIVITIES

• Online Gaming, Batting, Digital lending, Chit Funds, Donation, Dating / Matrimony, Cryptocurrency Exchanges, Forex, NBFC, platforms dealing in cryptocurrency trading, multi-level marketing collection fees
• 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;
• Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
• Body parts which include organs or other body parts;
• Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam);
• Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
• Child pornography which includes pornographic materials involving minors;
• Copyright unlocking devices which include Mod chips or other devices designed to circumvent copyright protection;
• Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
• Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
• Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
• Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
• Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items;
• Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
• Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
• Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
• Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
• Illegal goods which include materials, products, or information promoting illegal goods or enabling illegal acts
• Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;
• Offensive goods which include literature, products or other material that:
• Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;
• Encourage or incite violent acts;
• Promote intolerance or hatred.
• Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
• Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;
• Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;
• Securities which include government bonds or related financial products;
• Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
• Traffic devices which include radar detectors/jammers, license plate covers, traffic signal changers, and related products;
• Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
• Wholesale currency which includes discounted currencies or currency exchanges;
• Live animals or hides/skins/teeth, nails and other parts etc. of animals;
• Multi-Level Marketing collection fees;
• Matrix sites or sites using a matrix scheme approach;
• Offering Work-at-home approach and/or Work-at-home information with an intention to deceive;
• Drop-shipped merchandise;
• Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;
• The Partner providing services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;
• 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);
• Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
• The Partner who deal in intangible goods/ services (eg. Software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich quick schemes. Any other product or Service, which in the sole opinion of either the Partner Bank or the Acquiring, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to the Partner from time to time. This shall be without prejudice to any other terms & conditions mentioned in this Agreement;
• Mailing lists
• Virtual currency, Cryptocurrency, 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.
• Money laundering services.
• Database providers (for tele-callers)
• Bidding/Auction houses.
• Activities prohibited by the Telecom Regulatory Authority of India
• Any other activities prohibited by applicable law
• Money Transfer Services
• Aadhaar Enabled Payment Services
• Advance payments greater than 1 year (any product or service)
• Airlines
• Any Partner offering a negative renewal option following a free or low-cost purchase or other deceptive or questionable billing practice*
• Adult book stores, video stores, retailers of lingerie and sex aids / ‘toys’*
• Companion/Escort services*
• Dating services (sexually oriented) or aimed at “sex contact” or similar, or with sexually explicit pictures*
• Fetish products*
• Massage parlors (sexually oriented) *
• Miscellaneous adult entertainment (not elsewhere classified) *
• Prostitution*
• Gentleman’s clubs, topless bars, and strip clubs *
• Membership, clubs, subscriptions*
• Any products on the internet containing graphic or nude content*
• Any 7995 (online gambling) transactions on U.S. or other jurisdictions issued cards where such transactions are illegal
• Any illegal products/services or any service providing peripheral support of illegal activities (e.g. drugs)*
• Attendant services (bodyguards)
• Bail Bondsmen
• Businesses selling using the following methods:
• Door-to-door sales
• Fulfillment house (Partner offering goods for sale, or order taking, on behalf of one or more 3rd party companies)
• Inbound telemarketing in response to a postcard or similar offer
• Outbound telemarketing or facsimile
• Pyramid selling / multi-level marketing where the primary objective is the solicitation of new distributors and not the sale of products/services
• Sales force that are remunerated on a commission only basis
• Solicit cardholders when they contact call centers to purchase products of other direct marketers (“Up-sell”)
• Cash advances (other than financial institutions)
• Cash Gifting* (Ponzi scheme similar to chain letters where consumers are encouraged to “gift” a payment to another party and then solicit others to gift funds to them)
• Chain letters*
• Cheque cashing/ Card to Cash
• Collection Agencies
• Computer software (e.g. anti-virus) sold via inaccurate advertisement
• Cruise lines
• Currency exchange or dealer
• Debt/interest consolidation services or reduction services
• Decryption and descrambler products including mod chips designed to illegally circumvent computer/console software piracy protection
• Digital Gaming Reseller Services
• Discount Buying Clubs / home shopping clubs
• E-Cigarettes internet / MOTO
• Embassy, foreign consulate or other foreign government
• Essay mills / Paper mills
• Fake references and other services / products that foster deception (including fake IDs and government documents)
• File sharing services/cyberplaces
• Foreclosure protection/guarantees (including “how to” guides”)
• Flea markets (defined as firms/individuals operating from a booth, whether indoor or outdoor, on a part-time basis, with no lease or telephone availability)
• Fortune tellers, palm readers, tarot readers etc.
• Free gift, prize, sweepstake or the winning of a contest as an inducement to purchase a product or service
• Fulfillment Centers
• Gambling or gaming related activities (including internet), for example:
• Betting shops / bookmakers
• Casinos
• Gambling houses
• Lotteries or other uncertain games
• Spread betting (including financial spread betting, contracts for difference, FX trading)
• Sports forecasting or odds making
• Government grants
• Government Issued Licenses
• High Risk Securities, including but not limited to the following:
• Binary options trading
• Contracts for difference (CFD)
• Foreign Exchange (Forex) currency options trading
• Cryptocurrency options trading
• Initial coin offerings (ICOs)
• Home based businesses with non-face-to-face transactions, where the Partner’s target market is outside the acquirer’s jurisdiction.
• How to books, newsletters, subscriptions or on-line access for ANY industry shown in this unqualified list
• Illegal activities (products, services or any services providing peripheral support thereof, including drug paraphernalia) *
• Investment programs / business opportunities / seminars (when moved to restricted & why, should we keep for ISO)
• Issue/seller/redeemer of money orders or travelers’ cheques
• IT services help desk (home based)
• Jammers or devices that are designed to block, jam or interfere with cellular and personal communication devices/signals
• Lead Generation
• Lifetime subscriptions (any product or services)
• Lottery clubs
• Mail order spouse and international match-making services
• Medical discount benefits packages (including medical cards)
• Medical Marijuana including Marijuana dispensaries (and affiliated services)
• Partners offering rebates or special incentives
• Partners engaged in activities prohibited by the Card Brands
• Pharmaceuticals (prescription drugs) *, contact lenses (unless registered optometrist) or medical devices (as described under MasterCard BRAM) *
• Tobacco products
• Non FCA regulated financial/investment programs/opportunities, for example:
• Credit repair or protection or restoration (including identity theft protection)
• “Get rich quick” schemes (including internet search /ad optimization)
• Mortgage or loan reduction/modification/protection/guarantee services
• Mortgage / credit / debt reduction/consulting services
• Real estate seminars
• Non-Registered Charities
• Nutraceuticals (e.g. acai berry, health related teas, herbal remedies or drinks etc.)
• PayDay Loan lenders and brokers (Any broker for or lender of small value loans over a short payment period, attracting very high interest rates).
• Pawnbrokers and pawn shops
• Private detectives
• Products/services that promote hate, violence, harassment or abuse
• Provider or seller of prepaid access/stored value including both open-loop and closed-loop whereby the value of the card exceeds $2,000 on any day. (Closed-loop prepaid access includes gift cards, phone cards, subway cards, college campus cards, game cards and other limited use prepaid access devices
• Pseudo-pharmaceuticals (weight-loss, diet pills, anti-aging pills, anti-wrinkle creams, teeth whitening products, muscle building, sexual stimulants supplements, male enhancement products, colon cleansers, detox products, glucose strips, HCG, HGH-like substances, anti- aging pills, sex nutrients, vitamins etc.)
• Replica or counterfeit products that infringe on copyright or similar*
• Shippers/forwarding brokers, Internet/MOTO
• Social media “click farms” (e.g. the sale of clicks/likes/reviews/endorsements on social media)
• Solicitors engaged principally in the practice of bankruptcy law
• Substances designed to mimic illegal drugs and/or other psychoactive products (e.g., K2, salvia divinorum, nitrite inhalers, bath salts, synthetic cannabis, kratom, (herbal smoking blends & herbal incense)
• Telemarketing (outbound) Partners (MCC 5966) Companies that solicit orders primarily with outbound telephone calls, facsimile or email. Includes “Up-sellers”
• Telemarketing (inbound) Partners (MCC 5967). Audiotext or videotext that customers access via phone, fax or internet.
• Telemarketing (inbound) travel Partners (MCC 5962) – including discount travel clubs, membership of subscription to travel services or newsletters where subscribers may select pre-packaged trips.
• Ticket Agencies
• Timeshare related businesses, including travel clubs
• Third Party Payment Processors payment services companies (e.g. Marketplaces, bill pay services, crowdfunding, peer-to-peer payments, digital wallets, commissary accounts etc.) Aggregators falling outside of MasterCard/Visa approved program requirements (Payment Facilitators)
• Virtual currency (that can be monetized, resold, converted, traded into physical/digital goods & services outside the virtual world)
• Web Hosting companies with negative renewals and any of the following practices:
• Free or low-cost trial offers
• Pay for shipping only offers
• Pre-checked boxes showing cardholder agreement with the Partners’ terms and conditions
• Multi-level marketing
• Terrorism individuals and organizations as listed by applicable governments.

Terms and Conditions for Resellers and Referrals

1. DEFINITIONS

In this Agreement, unless repugnant to the context or meaning thereof, the terms defined herein (including in the introductory paragraph and recitals) shall have the meaning as under:

1. “Application Programming Interface” or “API” means ASOLVE’s Application Programming Interface including any related documentations, source code, executable applications and any other materials made available by ASOLVE to Reseller for the purpose of integration.
2. “Customer” means any person who enters into a transaction on the ASOLVE Platform to making a payment to Potential Companies. 
3. “Effective Date” shall mean from the date of agreement execution.
4. Platform” shall mean appropriate payment platform / solution / payment gateway provided to the Potential Companies, for the purposes of enabling payment for Transactions using a valid payment instrument by the Customers. 
5. “Transaction” means payment of money by a Customer through the ASOLVE Platform for availing services from the respective Potential Companies with whom ASOLVE has entered into a definitive agreement for provision of ASOLVE services. 

1. SCOPE 

1. The Reseller shall refer Potential Companies to ASOLVE. Reseller shall not enter into an agreement with the Potential Companies on behalf of ASOLVE directly but will direct them to ASOLVE and will thus, act in the capacity of a qualified lead generator for. ASOLVE shall have the sole discretion to select and enter into definitive agreements with the Potential Company referred by the Reseller. ASOLVE shall share its APIs with the Reseller for the Reseller to integrate ASOLVEs’ API’s on Potential Company(ies) sites, to enable the Customers for making payment for the Transaction using a valid payment instrument. Such integration shall be done only when ASOLVE enters into a definitive agreement with a Potential Company and instructs Reseller to make live the API for the Potential Company. 
2. While providing the said API on the ASOLVE Platform, Reseller acts only as an intermediary by connecting Customers on Reseller Platform to enter into Transaction and/or enable the Customer(s) to make online payment of Transaction using a valid payment instrument. The Platform shall be used by the Reseller and its merchants only for lawful purposes (Attached Annexure A) and the Reseller and its merchant shall comply with all applicable laws in this regard.
3. ASOLVE shall not be in anyway responsible for quality, quantity, efficiency, delivery, non-delivery of the services sold by the Potential Company in respect of which the payment of Transaction amount has been made by the Customer using a valid payment instrument. 
4. Reseller shall have the right to finalize and agree upon pricing and commercial terms with Potential Companies for ASOLVE ‘s services and Platform. However, Reseller shall ensure that the pricing finalized is not lower than the base rates specified in Schedule A of this Agreement.
5. Upon referral of a Potential Company by Reseller, ASOLVE shall provide Reseller with access the Platform and APIs to allow Reseller to complete integration testing and verify functioning before going live on production.
6. Once a Potential Company becomes an acquired client of ASOLVE through Reseller’s referral, Reseller shall make a written request to ASOLVE to provision production access and go-live with the Platform integration for such acquired client. ASOLVE shall make reasonable efforts to provision such production access within seven (15) business days of receiving Reseller’s written request.

1. CONSIDERATION AND INVOICING

1. Payment to Reseller: ASOLVE agrees to pay Referral commission Fees (as defined hereunder) for each unique referral that originates from Reseller. The Referral commission Fees for the same is mentioned under Schedule A. These figures will remain in force for the term of this Agreement, after which they may be renegotiated or could continue to remain in force depending on mutual agreement of both Parties pertaining to the term of this Agreement. 

1. Billing Cycle:  

1. Reseller will send out invoices as per GST Act within 07 days from the end of each month for the amount calculated based on the Fees defined in Schedule A. 
2. All payments due to Reseller will be payable within 15 days from the date of receipt of undisputed Invoice in proper form. Payments shall be subject to deduction of TDS as per applicable laws. Notwithstanding anything contained in this Agreement all statutory dues shall be borne by the respective Parties alone.
3. Reseller affirms, undertake and agrees that it has full authority to enter into this Agreement and has obtained the necessary approvals, GST registration certificate as per the applicable law, to perform its obligations hereunder according to the terms hereof. 
4. Reseller shall share its GST registration certificate as and when required for any purpose including deduction and filling of Tax Collected Source (TCS), GST returns etc. (as may be applicable) before the relevant authority.
5. Except as expressly set forth in this Agreement or as otherwise approved in writing and in advance by ASOLVE’s Authorized Personnel, all direct and indirect expenses incurred by Reseller which arise out of or in connection with this Agreement or Potential Company’s performance hereunder are included in the Fees paid hereunder to Reseller and shall be borne by Reseller. 
6. ASOLVE shall have the right to withhold any payment that it disputes in good faith. The Parties shall use their reasonable commercial efforts to cooperatively and expediently resolve any such dispute on reasonable terms and promptly settle, reimburse or pay the other Party any outstanding amounts as resolved in writing by the Parties. ASOLVE reserves the right to hold payments of Reseller and its merchants, if ASOLVE has reasonable ground to believe that Reseller is engaged in any fraudulent act/ activities.
7. Reseller shall be responsible for all relevant taxes, levies or any amounts, expenses arising out its business and performance of its obligations under this Agreement.
8. Taxes: Applicable Goods and Service tax, government levies or charges, if any, will be payable by Parties on the total monthly payment as determined in Schedule A. All payments shall be subject to deductions of applicable taxes.

1. INTELLECTUAL PROPERTY RIGHTS

4.1 Each Party shall own all intellectual property rights in respect of their respective websites, application, software and other services, including any literature, manuals, reports, research papers, data, flow charts, APIs, drawings, designs, diagrams, tables, software, source code or object code or other information or materials in whatever form and on whatever media stored or held, acquired, created, developed, designed or otherwise prepared by the respective Party and any related patents, trademarks, logos and service marks, registered designs, utility models or applications for any of the foregoing.  Either Party’s design rights, copyrights and all or any similar or equivalent rights arising or subsisting in any country in the world in respect of their respective websites, application, software and other services shall be owned by the respective Party and all or any part thereof shall belong to such Party absolutely. Except as expressly set out in this Agreement no assignment or license is granted to the other by this Agreement for any Intellectual Property Right or Trademark or Service Mark, whether registered or not, owned or controlled by any Party. Notwithstanding anything to the contrary, it is hereby clarified that in case there is any development, modification or customization done on the Reseller Platform or related interface hereunder, the same shall be owned by ASOLVE only. ASOLVE’s API’s offered for integration by Reseller under this Agreement shall remain sole and exclusive intellectual property of ASOLVE.  

4.2 Reseller, under any circumstances shall not seek to register any trademark, business name, logo business, processes, inventions of ASOLVE, domain name using or incorporating the Intellectual Property of ASOLVE and Reseller acknowledges that upon expiry or termination of this Agreement, it shall have no right whatsoever in connection with the Intellectual Property of ASOLVE. The trademarks may be used only in the exact form, style and type as instructed by the Party that owns the trademark and as otherwise agreed to in writing between the Parties. Specific usage of the trademark is subject to the prior approval of ASOLVE and such approval shall be at ASOLVE’s sole discretion.  

4.3 Reseller shall remove and return to the other Party any and all publicity or other materials belonging to the other Party on expiry / termination of this Agreement.

4.4 This Clause shall survive the termination or expiry of this Agreement.

1. REPRESENTATION, WARRANTIES AND OBLIGATIONS 

1. Either Party hereby represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of country wherein it is incorporated and has all requisite power and authority to carry on its business; (b) the execution of this Agreement does not and will not violate any applicable law, rules, regulations, notifications, ordinances or judgments issued by regulatory / judicial authorities; (c) it shall exercise due care and shall comply with all legal and regulatory requirements in the performance of its obligations under this Agreement; and (c) it shall take such further acts and generally do all such other things as may be reasonably necessary to accomplish the actions contemplated in this Agreement.
2. Reseller shall not approach or make any arrangement with any third party which also includes (merchant, agent and licensees) for providing ASOLVE Platform or ASOLVE’s APIs nor shall make any binding commitment on behalf of ASOLVE without prior written consent of ASOLVE, failing which will amount to breach of this Agreement and Reseller will indemnify ASOLVE for any losses / damages.
3. Reseller to adhere by the business policies of ASOLVE as communicated by ASOLVE from time to time either verbally or in writing and RBI guidelines.
4. The API may be designated as alpha, beta, development, pre-release, untested, or not fully tested versions of the API. The API may contain errors that could cause failures or loss of data and may be incomplete or contain inaccuracies and may not be free from virus or other malicious, destructive or corrupting code, program or macro. Reseller expressly acknowledges and agrees that use of the API, Reseller’s sole responsibility and risk. The Confidential Information, including but not limited to, the API is provided by ASOLVE on an “AS IS” basis and without any warranty, whether express or implied, as to their performance, accuracy or completeness.
5. To the maximum extent permitted by applicable law, the Reseller Platform is provided hereunder on an “AS IS” basis and “AS AVAILABLE” basis. Use of ASOLVE’s API’s by Reseller and it’s merchants for integration under this Agreement and any reliance by Reseller upon ASOLVE’s API’s is at Reseller’s sole risk and ASOLVE does not warrant that the use of its API’s and the Platform network will be uninterrupted or error free and ASOLVE does not make any warranty as to the results that may be obtained from the integration of API’s, or make any representations or warranties on the quality, efficiency, usefulness or merchantability of the Reseller Platform. To the fullest extent possible pursuant to applicable law, ASOLVE disclaims all warranties express, implied, or otherwise.  ASOLVE may modify or terminate or restrict access of its API’s at any time without notice.

1. CONFIDENTIALITY

6.1 For the purpose of this Agreement, Confidential Information shall mean and include all tangible and intangible information, obtained, developed or disclosed or accessed including all documents, APIs, data papers and statements and trade secret of either Party relating to its business practices and considered to be confidential and proprietary information (“Confidential Information”). The Party disclosing the information is referred to as “Disclosing Party” and the Party receiving the information is referred to as “Receiving Party”.  

6.2 The Confidential Information will be safeguarded, and the Parties will take all the necessary action to protect it against misuse, and the same shall be disclosed on ‘need to know’ basis. In the event of a breach or threatened breach by either Party, the Parties agree that monetary damages may not be an adequate remedy, therefore, the other Party shall be entitled to injunctive relief as an equitable remedy to restrain the Party committing the breach, from any such breach, threatened or actual.

6.3 The Receiving Party shall not be liable for disclosure of any Confidential Information if the same: 

1. Is in or enters the public domain without Receiving Party’s default;
2. Is known to the Receiving Party at the time of first receipt, or thereafter becomes known to the Receiving Party prior to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records. 
3. Is disclosed to auditors in the course of audit or pursuant to any law or order of any court or regulatory authority or law enforcement agency having jurisdiction over the Receiving Party.
4. Is independently developed by the Receiving Party without reference to the Confidential Information received from the Disclosing Party as is evident from the records.

6.4 Notwithstanding anything contained in this Agreement this confidentiality obligations shall survive for a period of five (5) years upon termination or expiration of this Agreement. 

1. OBLIGATIONS AND DELIVERABLES OF RESELLER 
   1. To refer relevant Potential Company(ies) desirous of availing the services as may be provided through ASOLVE Platform, provided that ASOLVE shall have the final discretion to enter into definitive agreements with the Potential Company(ies) so referred by the Reseller on such terms and conditions as may be mutually agreed between ASOLVE and the Potential Company(ies), subject to the terms and conditions of this Agreement.  
   2. To act in the best business interest and goodwill of ASOLVE. 
   3. To adhere by the business policies, guidelines as communicated by ASOLVE from time to time either verbally or in writing. 
   4. Reseller shall not enter into any agreements with the Potential Company(ies) for ASOLVE service nor shall make any binding commitment on behalf of ASOLVE. 
   5. Reseller or its merchants shall integrate ASOLVE’s API’s for integration under this Agreement in accordance with ASOLVE’s API documentation. Subject to the terms and conditions of this Agreement, ASOLVE hereby grants to the Reseller, a worldwide, non-exclusive, non-sub licensable, non-transferable and a royalty free right and license solely to use the APIs for the purpose of providing Reseller Platform to Potential Companies with whom ASOLVE enters into a definitive agreement in accordance with the terms of this Agreement and to publicly perform and display ASOLVE’s Trademarks associated thereto, solely for the purpose of demonstration, promotion, and marketing of the Platform provided by ASOLVE to Potential Companies under this Agreement. Except as expressly provided in the foregoing, Reseller shall not, and shall not authorize any third party to, use, reproduce, assign, transfer, sell, license or distribute ASOLVE’s APIs, or any portion thereof for any purpose whatsoever. The Reseller shall not, and shall not authorize any third party to, (i) modify, create derivative works of, reverse engineer, disassemble, decompile or otherwise attempt to determine or derive the source code, structure, algorithms, or ideas contained in the APIs, (ii) alter, remove, obscure or otherwise hide from view, any copyright, trademark or other proprietary notices provided by ASOLVE under this Agreement, (iii) knowingly breach or tamper with any security measure implemented by ASOLVE, (iv) damage, misuse or tamper with any part of the APIs, or (v) otherwise use any part of the APIs for any illegal purpose. Reseller agrees that it shall use best industry practices to ensure that no forms of harmful or surreptitious code, including, malware, trojan horses, bugs, system monitors / key loggers, dialers, adware, and adware cookies (collectively, Virus(es)) are introduced into the ASOLVE APIs and / or ASOLVE Platform. If a Virus is found to have been introduced into the ASOLVE APIs and / or ASOLVE Platform by Reseller, Reseller shall immediately notify ASOLVE in writing and, at no additional charge to ASOLVE, shall provide all required assistance to ASOLVE in reducing the effects of, and mitigating the losses and restoring any deficiencies resulting from, the Virus. The Reseller shall indemnify ASOLVE for breach of this provision or any third-party claims related thereto.
   6. The Reseller confirms that entering into any malpractice will cause great prejudice and harm to the reputation and goodwill of ASOLVE and may also cause harm and prejudice to the Potential Company(ies). If Reseller is found to be involved in any malpractice, the same shall constitute an event of default/ gross violation of the terms and conditions of this Agreement.  Notwithstanding to any other right ASOLVE may have, ASOLVE reserves the right to remove/ block Reseller Platform including without limitation, termination of this Agreement and/or recover such damages from the Reseller. 

1. TERM, TERMINATION AND EFFECTS OF TERMINATION
   1. This Agreement shall be in force from Effective Date and shall remain in force unless terminated by either Party in accordance with the provisions of this Agreement. 
   2. Either Party can terminate this Agreement for any reason whatsoever by providing a written notice of thirty (30) days in writing to the other Party.
   3. Notwithstanding anything contained in this Agreement, ASOLVE may disintegrate the ASOLVE Platform with Reseller’s Platform or forthwith terminate this Agreement under any one or more of the following conditions: 

1. In the event of default of performance of any of the obligations by Reseller under this Agreement or the APIs provided herein being utilized in contravention of this Agreement, any regulatory requirements or law, including RBI regulations as may be applicable from time to time, or industry practice, or under the circumstances which would amount to objectionable service.
2. In the event, ASOLVE has reasonable ground to believe that Reseller has breached terms of this Agreement, or is in receipt of complaint that Reseller is indulging in the unlawful, illegal, fraudulent, misleading, unfair practices, malpractices, etc.
3. The termination of this Agreement shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition, any act performed during the term of this Agreement which may result in a dispute post termination or any provision expressed to survive this Agreement or to be effective on termination or the obligations set out in this Clause shall remain in full force and effect notwithstanding termination. 

1. Upon the termination or expiration of this Agreement for any reason whatsoever, either Party shall: 
2. Immediately refrain from any action that would or may indicate any relationship between it and either Party. 
3. Immediately cease to use in any manner whatsoever the trademarks / trade name of the other Party in any future correspondence / communications and if any license granted by either party to the other party under this Agreement. 
4. Forthwith hand over to the other Party the possession of all documents, material and any other property belonging to either party that may be in the possession of the either Party or any of its employees, agents or individuals assigned to perform the services under this Agreement.
5. The expiration or termination of this Agreement shall be without prejudice to the accrued rights and obligations of the Parties and all such accrued rights and obligations shall remain in full force and effect and be enforceable not withstanding such expiry or termination. 

1. FORCE MAJEURE 
   1. Notwithstanding anything contained in this Agreement, the Parties shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each Party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. 

9.2 For the purposes of this Agreement, “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication  system,  sabotage,  fire, flood,  explosion,  act  of  God,  civil  commotion,  strikes  or  industrial  action  of  any  kind,  riots, insurrection,  war,  acts  of  government,  computer  hacking,  unauthorized  access  to  computer  data and storage devices, computer crashes, etc. 

1. INDEMNITY

10.1 Reseller hereby undertakes and agrees to indemnify at all times and hold harmless the other Party, its affiliates, directors, officers, employees and representatives from and against all actions, proceedings, claims, liabilities, penalties, demands and costs, awards, damages, losses and / or expenses (including reasonable attorney fees) arising as a result of:

1. Any breach of any applicable laws, regulations of any governmental, regulatory or judicial authority by such Party; 
2. Infringement of any intellectual and/or industrial property rights of such Party or any third party;
3. Any act, negligence, misrepresentation, fraud and/or misconduct of such Party and/or its employees;
4. Any data privacy breaches or breach of representation, warranties and obligations by such Party and its employees, officers or agents under this Agreement.
5. Any loss of or unauthorized use or disclosure of the other party’s APIs.

1. LIABILITY

1. ASOLVE shall not be liable for indirect, incidental, special, punitive or consequential damages, including without limitation, damages for loss of profits, business interruption, loss of goodwill or unauthorized access to information incurred by the other Party arising out of, or relating to the use by Resellerof APIs or the Reseller Platform and, whether framed as a breach of warranty, in tort, contract, or otherwise even if a Party has been advised of the possibility of such damages. 

1. GENERAL PROVISIONS

1. Entire Agreement – This Agreement constitutes the entire agreement between ASOLVE and Reseller pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the Parties. 
2. Relationship between Parties – The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto. Neither Party shall make any representation that suggests otherwise.
3. Severability – In the event that any part of this Agreement shall be held by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the remainder of this Agreement shall remain in full force and effect to the maximum extent possible.  
4. Variations of Agreement – The Parties to this Agreement reserves the right at all times to vary or amend these terms and conditions or to introduce new terms and conditions. Any such variations or amendment or introduction will become effective and binding on the Parties when mutually agreed in writing by the Parties. 
5. This Agreement is entered into on a non-exclusive basis. Either Party retains the right to enter into similar arrangement as contemplated under this Agreement with other parties.
6. By entering into this Agreement, is not in any way whatsoever restricted to solicit business directly from the Potential Companies during the term of this Agreement or at any time thereafter.
7. Assignment – ASOLVE shall always retain the right to assign the services provided by it under this Agreement to any of its chosen subsidiaries or affiliates and there would be no new agreement between the new acquirer and Reseller for the services provided by under this Agreement. ASOLVE shall however intimate the same to Reseller either Reseller a notice on Website, by email or send a written notice of the above to Reseller. Reseller can also assign this Agreement to any person (natural and non-natural) with the prior written approval from ASOLVE. This Agreement shall apply to and bind any successor or permitted assigns of the Parties hereto. 
8. Waiver – All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If any Party brings up legal action against the other Party for enforcing any obligations hereunder, such Party shall be entitled to receive its attorney’s, fees, court costs and other collection expenses, in addition to any other relief granted by any competent Court. If either Party fails to perform its obligations under any provision of this Agreement and the other Party does not enforce such provision, failure to enforce on that occasion shall not prevent enforcement on later occasions. 
9. Survival Of Provisions – Notwithstanding any other provision to the contrary herein, terms which by their nature survive termination or expiration of this Agreement shall survive the termination of the Agreement until such time till the obligations are fulfilled. 
10. Jurisdiction – This Agreement shall be interpreted, construed, and enforced in all respects in accordance with the laws of India without regard to any principles of conflicts of laws thereof. Both the Parties agree that the competent courts at Delhi shall have the exclusive jurisdiction in case of any dispute arising between both the Parties.  
11. Headings and Subheadings – The headings and sub-headings in this Agreement are for convenience only and do not affect the meaning of the relative section / clause. 
12. Notices

1. Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand delivery, registered post acknowledgement due and any reputed courier to the abovementioned addresses of the Parties or to such other address as a Party notifies to other in writing, from time to time. Notice will be deemed given (i) In the case of hand delivery on delivery; (ii) In case of registered post acknowledgement due in 2 working days after posting; (iii) In case of Courier in 3 working days after posting.   
2. Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.

1. During the term of this Agreement and for a period of two (2) months after termination of this Agreement (for any reason), both Parties agrees that it will not either for itself or for any other commercial enterprise directly solicit to hire any of other Party’s employees who are involved in any direct role in the project under this Agreement. This restriction shall not apply where the employee approaches the other Party in response to a general public advertisement.
2. Interpretation – In this Agreement, unless Reseller and ASOLVE otherwise agree in writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections) or exhibits or schedules are to those of this Agreement; and references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. 
3. Counterparts – This Agreement may be executed in two counterparts, each of which, when executed in original and delivered, is an original to each other, and each of the counterparts individually shall constitute one and the same Agreement.

SCHEDULE A 

(For Referral Arrangement only, Incase of direct Integration with Merchant)

1. The Parties agree that the referral fees payable by ASOLVE to Reseller shall be exclusive of all applicable taxes (hereinafter “Referral Fee”). Monthly referrals will be calculated based on the transactions done on by Customers on the ASOLVE Platform. Such Customer transactions shall be included in the referral report shared by Reseller which shall be reconciled by ASOLVE at its end. In case there is a dispute in the number of referrals, ASOLVEs’ decision will be final and binding. The referrals provided by Reseller shall not include those Potential Companies where Platform are already live and where representative are negotiating for providing these/ such Services. 
2. Parties further agree that for any and all the agreements which shall enter into with Potential Company being referred by Reseller pursuant to this Agreement, shall be charging the base rates as specified in below table. Any amount over and above the below mentioned base rates shall be shared periodically between ASOLVE and the Reseller. 
3. Reseller further agrees that it shall communicate to Potential Companies that the charges applicable for availing Platform by Potential Companies shall be not less than the rates specified below. 

ANNEXURE-A

LISTOFBANNED/PROHIBITEDTRANSACTION/CATEGORY/ACTIVITIES

• Online Gaming, Batting, Digital lending, Chit Funds, Donation, Dating / Matrimony, Cryptocurrency Exchanges, Forex, NBFC, platforms dealing in cryptocurrency trading, multi-level marketing collection fees
• 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;
• Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
• Body parts which include organs or other body parts;
• Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam);
• Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
• Child pornography which includes pornographic materials involving minors;
• Copyright unlocking devices which include Mod chips or other devices designed to circumvent copyright protection;
• Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
• Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
• Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
• Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
• Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items;
• Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
• Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
• Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
• Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
• Illegal goods which include materials, products, or information promoting illegal goods or enabling illegal acts
• Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;
• Offensive goods which include literature, products or other material that:
• Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;
• Encourage or incite violent acts;
• Promote intolerance or hatred.
• Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
• Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;
• Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;
• Securities which include government bonds or related financial products;
• Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
• Traffic devices which include radar detectors/jammers, license plate covers, traffic signal changers, and related products;
• Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
• Wholesale currency which includes discounted currencies or currency exchanges;
• Live animals or hides/skins/teeth, nails and other parts etc. of animals;
• Multi-Level Marketing collection fees;
• Matrix sites or sites using a matrix scheme approach;
• Offering Work-at-home approach and/or Work-at-home information with an intention to deceive;
• Drop-shipped merchandise;
• Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;
• The Partner providing services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;
• 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);
• Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
• The Partner who deal in intangible goods/ services (eg. Software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich quick schemes. Any other product or Service, which in the sole opinion of either the Partner Bank or the Acquiring, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to the Partner from time to time. This shall be without prejudice to any other terms & conditions mentioned in this Agreement;
• Mailing lists
• Virtual currency, Cryptocurrency, 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.
• Money laundering services.
• Database providers (for tele-callers)
• Bidding/Auction houses.
• Activities prohibited by the Telecom Regulatory Authority of India
• Any other activities prohibited by applicable law
• Money Transfer Services
• Aadhaar Enabled Payment Services
• Advance payments greater than 1 year (any product or service)
• Airlines
• Any Partner offering a negative renewal option following a free or low-cost purchase or other deceptive or questionable billing practice*
• Adult book stores, video stores, retailers of lingerie and sex aids / ‘toys’*
• Companion/Escort services*
• Dating services (sexually oriented) or aimed at “sex contact” or similar, or with sexually explicit pictures*
• Fetish products*
• Massage parlors (sexually oriented) *
• Miscellaneous adult entertainment (not elsewhere classified) *
• Prostitution*
• Gentleman’s clubs, topless bars, and strip clubs *
• Membership, clubs, subscriptions*
• Any products on the internet containing graphic or nude content*
• Any 7995 (online gambling) transactions on U.S. or other jurisdictions issued cards where such transactions are illegal
• Any illegal products/services or any service providing peripheral support of illegal activities (e.g. drugs)*
• Attendant services (bodyguards)
• Bail Bondsmen
• Businesses selling using the following methods:
• Door-to-door sales
• Fulfillment house (Partner offering goods for sale, or order taking, on behalf of one or more 3rd party companies)
• Inbound telemarketing in response to a postcard or similar offer
• Outbound telemarketing or facsimile
• Pyramid selling / multi-level marketing where the primary objective is the solicitation of new distributors and not the sale of products/services
• Sales force that are remunerated on a commission only basis
• Solicit cardholders when they contact call centers to purchase products of other direct marketers (“Up-sell”)
• Cash advances (other than financial institutions)
• Cash Gifting* (Ponzi scheme similar to chain letters where consumers are encouraged to “gift” a payment to another party and then solicit others to gift funds to them)
• Chain letters*
• Cheque cashing/ Card to Cash
• Collection Agencies
• Computer software (e.g. anti-virus) sold via inaccurate advertisement
• Cruise lines
• Currency exchange or dealer
• Debt/interest consolidation services or reduction services
• Decryption and descrambler products including mod chips designed to illegally circumvent computer/console software piracy protection
• Digital Gaming Reseller Services
• Discount Buying Clubs / home shopping clubs
• E-Cigarettes internet / MOTO
• Embassy, foreign consulate or other foreign government
• Essay mills / Paper mills
• Fake references and other services / products that foster deception (including fake IDs and government documents)
• File sharing services/cyberplaces
• Foreclosure protection/guarantees (including “how to” guides”)
• Flea markets (defined as firms/individuals operating from a booth, whether indoor or outdoor, on a part-time basis, with no lease or telephone availability)
• Fortune tellers, palm readers, tarot readers etc.
• Free gift, prize, sweepstake or the winning of a contest as an inducement to purchase a product or service
• Fulfillment Centers
• Gambling or gaming related activities (including internet), for example:
• Betting shops / bookmakers
• Casinos
• Gambling houses
• Lotteries or other uncertain games
• Spread betting (including financial spread betting, contracts for difference, FX trading)
• Sports forecasting or odds making
• Government grants
• Government Issued Licenses
• High Risk Securities, including but not limited to the following:
• Binary options trading
• Contracts for difference (CFD)
• Foreign Exchange (Forex) currency options trading
• Cryptocurrency options trading
• Initial coin offerings (ICOs)
• Home based businesses with non-face-to-face transactions, where the Partner’s target market is outside the acquirer’s jurisdiction.
• How to books, newsletters, subscriptions or on-line access for ANY industry shown in this unqualified list
• Illegal activities (products, services or any services providing peripheral support thereof, including drug paraphernalia) *
• Investment programs / business opportunities / seminars (when moved to restricted & why, should we keep for ISO)
• Issue/seller/redeemer of money orders or travelers’ cheques
• IT services help desk (home based)
• Jammers or devices that are designed to block, jam or interfere with cellular and personal communication devices/signals
• Lead Generation
• Lifetime subscriptions (any product or services)
• Lottery clubs
• Mail order spouse and international match-making services
• Medical discount benefits packages (including medical cards)
• Medical Marijuana including Marijuana dispensaries (and affiliated services)
• Partners offering rebates or special incentives
• Partners engaged in activities prohibited by the Card Brands
• Pharmaceuticals (prescription drugs) *, contact lenses (unless registered optometrist) or medical devices (as described under MasterCard BRAM) *
• Tobacco products
• Non FCA regulated financial/investment programs/opportunities, for example:
• Credit repair or protection or restoration (including identity theft protection)
• “Get rich quick” schemes (including internet search /ad optimization)
• Mortgage or loan reduction/modification/protection/guarantee services
• Mortgage / credit / debt reduction/consulting services
• Real estate seminars
• Non-Registered Charities
• Nutraceuticals (e.g. acai berry, health related teas, herbal remedies or drinks etc.)
• PayDay Loan lenders and brokers (Any broker for or lender of small value loans over a short payment period, attracting very high interest rates).
• Pawnbrokers and pawn shops
• Private detectives
• Products/services that promote hate, violence, harassment or abuse
• Provider or seller of prepaid access/stored value including both open-loop and closed-loop whereby the value of the card exceeds $2,000 on any day. (Closed-loop prepaid access includes gift cards, phone cards, subway cards, college campus cards, game cards and other limited use prepaid access devices
• Pseudo-pharmaceuticals (weight-loss, diet pills, anti-aging pills, anti-wrinkle creams, teeth whitening products, muscle building, sexual stimulants supplements, male enhancement products, colon cleansers, detox products, glucose strips, HCG, HGH-like substances, anti- aging pills, sex nutrients, vitamins etc.)
• Replica or counterfeit products that infringe on copyright or similar*
• Shippers/forwarding brokers, Internet/MOTO
• Social media “click farms” (e.g. the sale of clicks/likes/reviews/endorsements on social media)
• Solicitors engaged principally in the practice of bankruptcy law
• Substances designed to mimic illegal drugs and/or other psychoactive products (e.g., K2, salvia divinorum, nitrite inhalers, bath salts, synthetic cannabis, kratom, (herbal smoking blends & herbal incense)
• Telemarketing (outbound) Partners (MCC 5966) Companies that solicit orders primarily with outbound telephone calls, facsimile or email. Includes “Up-sellers”
• Telemarketing (inbound) Partners (MCC 5967). Audiotext or videotext that customers access via phone, fax or internet.
• Telemarketing (inbound) travel Partners (MCC 5962) – including discount travel clubs, membership of subscription to travel services or newsletters where subscribers may select pre-packaged trips.
• Ticket Agencies
• Timeshare related businesses, including travel clubs
• Third Party Payment Processors payment services companies (e.g. Marketplaces, bill pay services, crowdfunding, peer-to-peer payments, digital wallets, commissary accounts etc.) Aggregators falling outside of MasterCard/Visa approved program requirements (Payment Facilitators)
• Virtual currency (that can be monetized, resold, converted, traded into physical/digital goods & services outside the virtual world)
• Web Hosting companies with negative renewals and any of the following practices:
• Free or low-cost trial offers
• Pay for shipping only offers
• Pre-checked boxes showing cardholder agreement with the Partners’ terms and conditions
• Multi-level marketing
• Terrorism individuals and organizations as listed by applicable governments.