THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3(1) OF THE INFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 THAT REQUIRES PUBLISHING THE RULES AND REGULATIONS, PRIVACY POLICY AND TERMS OF USE FOR ACCESS OR USAGE OF THIS PLATFORM.

The online platform interface viz., domain name www.Smazepay.com and Smazepay App (hereinafter referred to as the “Platform”) is owned by Smaze Pay Private Limited, a company incorporated under the Companies Act, 2013, and having its registered office at 201 Gods Gift Tower Society, Yari Road Cross Lane, Andheri West, Mumbai- 400061 (“Smazepay” or “We”). The Platform acts as a digital financial services platform and facilitates the provision of specialized third-party fintech solutions, including payment gateways, expense management tool, gifting and loyalty programs, neo banking and other value added services to the Users to conduct their payment processing/ management of business expenses/customized gifting and loyalty programs/banking requirements digitally in a safe, cost-effective, seamless and secure manner (hereinafter referred to as the“Services”).

1. Definitions

In these Terms of Use unless the context otherwise requires the following terms shall bear the meanings as under:

a. “Charges” refers to the charges payable by the User to Smazepay or directly chargeable by Smazepay to the end customer of the User for Smazepay Services.

b. “End User/s” shall mean any Person who, being the end customer of the User, concludes a legal transaction with the User in furtherance of the services/products provided by the User to such Person, and whose information is provided by the User to Smazepay and/or which uses Smazepay Service(s) to conclude the payment transaction.

c. “Partner Institutions”shall mean third party banking and financial services companies, non-banking financial companies (NBFC’s), fin-techs, service providers and other financing solution providing entities that are associated with Smazepay to provide the Services to the Users subject to their terms and conditions.

d. “Person” shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, and any other legal entity.

e. “Customer”/ “User/s” shall mean and include any person, end user or business entity using the services or products of Smazepay and collects/ disburses payments to an End User.

f. “User Data” shall mean and include any or all information submitted by the User on the Platform, in accordance with these Terms.

g. “User Bank Account”shall mean a non-interest-bearing account maintained by the User with a scheduled commercial bank, details of which are shared with Smazepay for the purposes of the Services.

h. “Terms of Use” shall mean these terms as set out hereunder.

i. “Services” shall mean the collective services offered to the Users including Expense Management Solution/ Services with Smazepay Prepaid cards, Payment Gateway Services, Neo-Banking Services, and any other value-added services that may be offered by Smazepay in the future, on the Platform.

j.“Platform", shall mean and include the Smazepay platform including the Smazepay mobile app, Smazepay Platform (www.Smazepay.com ) ", shall mean and include the Smazepay platform including the Smazepay mobile app, Smazepay Platform (www.Smazepay.com ) and any other linked pages, products, software(s), features, content or application services (including but without limitation to any mobile application services) in connection therewith, offered from time to time by Smazepay to enable the Users to avail the Services.

k. “Privacy Policy” shall mean the Smazepay Privacy Policy.

2. Acceptance of Terms of Use

a. The usage of the Platform or receipt of Services shall in each case constitute compliance with these Terms of Use read with the Privacy Policy, as amended from time to time and shall form a binding and enforceable legal agreement between the User and Smazepay.

b. The User is advised to read these Terms of Use carefully before proceeding. The User may not use the Platform if the User does not accept the Terms of Use or is unable to be legally bound by the same.

c. As a condition of the User’s access to and use of the Platform, the User agrees that the User will comply with all applicable laws and regulations when using the Platform.

3. Membership eligibility

a. Use of the Platform is available only to persons who can enter legally binding contracts under the Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents and persons of unsound mind are not eligible to use the Platform. Any person under the age of 18 shall not register on the Platform and shall not transact on or use the Platform. Any minor accessing, using or transacting on the Platform in violation of these Terms shall be doing so at their own risk and Smazepay shall not be responsible or liable for any activities or interactions of such minor on the Platform. Smazepay reserves the right to terminate any person’s membership and/or refuse to provide such person with access to the Platform if it is brought to Smazepay’s notice or if it is discovered that such person is not eligible to use the Platform.

4. Account and registration obligations

a. The Platform allows only limited and restricted access to the Services for unregistered users.

b. In order to use the Platform, as part of the registration process, the User will have to create an account on the Platform (“User Account”), which can be done by the User entering it's identifying information, its name/trade/legal name, date of birth/incorporation details (as may be applicable for a business entity), gender, contact information including but not limited to email address, identity proof/Aadhaar details, address proof required for the verification, contact information including address, shipping and billing details and any other information necessary to enhance User experience on the Platform (collectively hereinafter “Login Credentials”.))Users are solely responsible for maintaining the confidentiality of Login Credentials, and to the extent allowed by law, Users accept responsibility for all activities on User account authenticated through User’s Login Credentials, whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and Users will not give or make Login Credentials available, directly, or indirectly, to any unauthorised individual. Users acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, the User is authorising that person to use the Services, and User will be responsible for all transactions that result from such access, even if User did not want the transactions performed, and even if they are unauthorized or fraudulent. Smazepay shall not be held liable in any manner whatsoever for lack of any such authorisation whilst creating the User Account.

c.While registering with Smazepay to use the Platform, the User shall not:
i. create a User Account for anyone other than the User unless such person's prior permission has been obtained.
ii. use a User Account that is the name of another person with the intent to impersonate that person.
iii.use a name for the User Account that is a name that is otherwise offensive, vulgar, or obscene or otherwise unlawful; or
iv.create more than one User Account on the Platform.

d. . Once registered, to log into the User Account on the Platform, the User will be required to provide the e-mail address and password used at the time of registration (“User Account Information”).

e.Once logged in, to facilitate the provision of Services to the User, the User will be required to provide Smazepay with certain information, which shall include, inter alia, the type of business and industry of the User, Goods & Services Tax (GST) registration details, Know Your Customer details, details of the User Bank Account and the User’s address.

f. The User agrees that the information that it always provides to Smazepay, including at the time of registration, will be true, accurate, up-to-date, and complete. The User agrees that if it provides any information that is untrue, inaccurate, not up-to-date or incomplete or becomes untrue, inaccurate, not up-to-date or incomplete or if Smazepay has reasonable grounds to suspect that such information is untrue, inaccurate, not up-to-date, incomplete, or not in accordance with the these Terms, Smazepay shall have the right to indefinitely suspend or terminate or block access to the User Account on the Platform and refuse to provide the User access to the Platform.

g.The User agrees that the information that it always provides to Smazepay, including at the time of registration, will be true, accurate, up-to-date, and complete. The User agrees that if it provides any information that is untrue, inaccurate, not up-to-date or incomplete or becomes untrue, inaccurate, not up-to-date or incomplete or if Smazepay has reasonable grounds to suspect that such information is untrue, inaccurate, not up-to-date, incomplete, or not in accordance with the these Terms, Smazepay shall have the right to indefinitely suspend or terminate or block access to the User Account on the Platform and refuse to provide the User access to the Platform.

h. The User shall not transfer or share its User Account Information with anyone. The User is solely responsible for maintaining the confidentiality of the User Account Information and for all activities that occur under the User Account.

i. If there is reason to believe that there is likely to be a breach of security or misuse of the User Account, Smazepay may request the User to change the password or Smazepay may suspend access to the User Account without any liability to Smazepay, for such period as we deem appropriate in the circumstances. Smazepay shall not be liable for any loss or damage arising from the User’s failure to comply with this provision. In addition to the above, Smazepay reserves the right to take all action, as it deems necessary or reasonable, regarding the security of the Platform and the User Account Information.

j.In no event and under no circumstances shall Smazepay be held liable to the User for any liabilities or damages resulting from or arising out of the User’s use of the Platform, theft of the User Account Information, use of the User Account Information or release of the User Account Information to a third party or User’s authorisation to allow another person to access and use the Platform using the User Account.

k. The User understands that once it registers as a user on the Platform, the User may receive Short Message Service (SMS) messages, and phone calls from Smazepay on its registered mobile number and the User may receive e- mails on its registered e-mail address. These messages, e-mails and calls could relate to the User’s registration, transactions that the User carries out through the Platform and promotions that are undertaken by Smazepay. The User, hereby, by way of accepting these Terms consents to the receipt of such communication from Smazepay. The User shall indemnify Smazepay for any liabilities including financial penalties, damages, reasonable expenses if the User’s mobile number is registered with Do Not Disturb (DND) database. If the User does not wish to receive communication from Smazepay by way of e-mails, call, or SMS notifications anymore, the User can send an email to support@smazepay.com or call on 7039171233.

l. The User agrees to, (i) immediately notify Smazepay of any misappropriation or unauthorised use of the User Account Information or any other breach of security; and (ii) ensure that it exits from the User Account at the end of each session. Smazepay cannot and will not be liable for any loss or damage arising from the User’s failure to comply with this Clause. The User may be held liable for losses incurred by Smazepay or any user or visitor of the Platform due to authorised or unauthorised use of the User’s User Account, because of the User’s failure in keeping its User Account Information confidential.

m. The User upon being successfully registered with Smazepay will be provided access to a dashboard (linked to the User Account) which shall contain details of all transactions undertaken by the User through the Platform.

5.Services offered on the Platform

a. Smazepay, as part of the Services, offers an array of services on the Platform to the User vis-à-vis the User Account, enumerated in detail below:

i Expense Management Solution/ Services with Smazepay Prepaid cards

Under this Service, Smazepay facilitates the provision of third-party expense management solution, in terms of prepaid cards, with Various features. For purposes hereof, the role of Smazepay is limited to facilitating card application process, extending support to Users in completing the KYC and providing general guidance as regards usage of card app to track their credit, debits, and expenses.

ii Payment Gateway Services

Smazepay is facilitating payment services that simplify the entire payment transaction experience and the engagement between the User and the end customer/End User. Smazepay payment gateway services allow Users/merchants to collect online payments with different payment modes such as credit cards, debit cards, UPI from Customer(s). The User can integrate its existing website or mobile app with the Smazepay payment gateway. The Payment Gateway Services would include: one-click payments, easy invoice management, payment analytics, easy communication between the User and Customer etc.. Smazepay undertakes to notify the User on a day-to-day basis of all transactions undertaken by Smazepay pursuant to the provision of these Payment Gateway Services. It shall be the sole responsibility of the User to regularly check its User Account for any such notifications.

iii Neo Banking Services

As part of the Services, the User whilst availing of Smaze Pay Neo banking services, can open a non-interest-bearing current account with the Partner Institutions /banks (“User Current Account”) without any logistical hassles/delay (such Service hereinafter referred to as the “Banking Services”). The User shall be required to submit duly filled application form/s along with the prescribed set of documents stipulated from time to time, to the satisfaction of the Partner bank. The User acknowledges and understands that through the banking services provided on the Platform, Smazepay is merely facilitating the quick and hassle-free opening of the User Current Account with the Partner Institution/bank and shall, therefore, not be liable or responsible for any actions or inactions of the Partner bank in relation to the User Current Account and hereby disclaims any and all responsibility and liability in that regard. Smazepay shall further not be required to mediate or resolve any dispute or disagreement that may arise between the User and its Customer.

iv Other Value Added Services

In addition to the above, Smazepay may offer other value added services in future to the User on the Platform.

b. The User agrees and understands that Smazepay cannot and will not be responsible, under any circumstance whatsoever, for any inaccurate information that may be given by the User to Smazepay in relation to any of the Services (including without limitation information in relation to the End Users/end customer of the User) provided by Smazepay on the Platform. The User further agrees and understands that Smazepay, under no circumstance, shall be required to verify or authenticate the information provided by the User for availing any of the Services provided by Smazepay on the Platform. The User is advised to use due caution when providing any information to Smazepay accordingly.

c. The User hereby agrees that Smazepay has the right to change modify, suspend, or discontinue and/or eliminate any aspect(s), features or support or functionality of the Services as it deems fit at any time without notice. Further, Smazepay has the right to amend these Terms from time to time without prior notice to you. Smazepay makes no commitment, express or implied, to maintain or continue any aspect of the Services and/or the Platform (as the case may be). The User agrees that Smazepay shall not be liable to the User or any third party for any modification, suspension, or discontinuance of any of the Services.

d.The User further agrees that the provision of Services on the Platform may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. Smazepay strives to keep the Platform up and running; however, all online services suffer occasional disruptions and outages, and Smazepay isn’t liable for any disruption or loss you may suffer as a result. Smazepay shall further not be held liable for any loss of data, technical or otherwise, information, particulars supplied by the User, due the reasons beyond its control like corruption of data or delay or failure to perform as a result of a Force Majeure Event.

e.Smazepay reserves the right to decline to provide you all or any part of the Services on its Platform at its sole discretion. The User agrees not to challenge such decision.

6. Smazepay is an Intermediary

a. Smazepay has developed a software application (“Software Application”) and established the Platform. Smazepay merely acts as an intermediary by creating a platform between the User/s and/or End User/s/end customers, and the Partner Banks/Institutions by means of the Software Application and Platform. The User acknowledges and agrees that the Platform is strictly a technology platform and infrastructure for connecting various stakeholders to the User. Smazepay shall not be liable for any reason whatsoever for the Services and for any transactions consummated on the Platform and shall bear no liability for the consequences to the User, of the User’s use of the Platform and the Services.

b. All commercial/contractual terms are offered by and agreed to between the Users, End Users/end customers and/or Partner Institutions (as may be applicable) (hereinafter, the “Third Parties”). The commercial/contractual terms include without date, period and mode of delivery, warranties related to products and services and after sales services related to products and services (as may be applicable). Smazepay does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the User and the Third Parties.

c.The User also hereby agrees and acknowledges that it is aware that any and all transactions which Users enter into with the End User/end customer through the Platform, are directed to the system of the Partner Institution(s) and such systems of Partner Institution shall have complete control for facilitating such transaction in a safe and secure manner and Smazepay and the Platform shall no have no control over such transactions.

d.Smazepay is not responsible for any non-performance or breach of any contract entered into between the User and the Third Parties. Smazepay cannot and does not guarantee for the performance of any transaction concluded on the Platform.

PLEASE NOTE THAT SMAZEPAY IS NOT AN AUTHORISED AGENT OF ANY OF THE THIRD PARTIES AND WHILST PERFORMING ANY AND ALL THE SERVICES IS ONLY ACTING AN ONLINE INTERMEDIARY FACILITATING THE TRANSACTIONS WITH THE THIRD PARTIES IN A LIMITED CAPACITY AND DOES NOT BEAR ANY RESPONSIBILITY FOR DELIVERY, AUTHENTICATION OR ANY OTHER KIND OF LOGISTICAL SUPPORT UNLESS EXPRESSLY MENTIONED.

7. Disclaimer

a. For the purposes of the Services, Smazepay is neither a banking nor a financial service provider and neither is Smazepay a financial lender nor a credit providing entity but merely a facilitator providing a software technology platform and using existing authorized banking infrastructure and third-party fin-tech solutions.

b. By enabling payment transactions through its Platform, Smazepay is neither acting as trustee nor acting in any fiduciary capacity with respect to its Services. Smazepay does not store or record sensitive payment related information, such as a credit card number. Such information is handled solely by the Partner institution(s).

c.The Platform is not a payment gateway and as such will collaborate/coordinate with a third-party Partner Institutions for the provision of its Services that are accessed by the Users/End Users via the Platform. The Partner Institutions shall solely provide services relating to online payments, payment authorization, processing, acquiring, settlement and related services.

d.Each User might be required to sign an independent agreement with the Partner Institutions for the payment gateway, payment acceptance, acquiring, settlement and related services, as per the Partner Institutions’ internal policies and the User will be subject to the Partner Institution’s terms and conditions of offer and usage. User queries, technical support and operational actions like chargebacks, User disputes etc., directly relating to third party solutions/services, shall be handled by such third parties viz., Partner Institutions as per the Partner Institution’s terms and conditions.

e. All sensitive payment information that requires compliance with local regulations or international standards, like the PCI DSS, will be entirely handled by the Partner Institution. Smazepay will not hold or store such sensitive payment information and as such does not assume any obligation with respect to such sensitive information handled by the Partner Institution.

f. For any queries, technical support and operational actions directly relating to payment transactions or disputed transactions of the Users/End Users handled by the Partner Institutions, the Users/End Users shall directly engage with the Partner Institutions. The Users/End Users shall directly contact and liaise with the Partner Institutions as per the Partner Institution’s policies, contractual terms and conditions. Smazepay shall not be liable and/or a party to the abovementioned disputes between the Users/End Users and Partner Institutions.
Further, all disputes between the End Users and User regarding non-satisfactory performance or in relation to delivery of the User’s services, will be directly between the End User and the User without involving or having recourse to Smazepay.

8. Use of the Platform

a. The User agrees, undertakes and covenants that, during the use of the Platform, the User shall not host, display, upload, modify, publish, transmit, update or share any information that:

i. belongs to another person or entity and to which you do not have any right.
ii.is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another person's privacy, hateful or racially or ethnically objectionable, or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever.
iii. is misleading in any way.
iv.involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming".
v.infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorised disclosure of a person's name, email address, physical address or phone number) or rights of publicity.
vi. provides instructional information about illegal activities such as violating someone's privacy, or providing or creating computer viruses.
vii. tries to gain unauthorised access or exceeds the scope of authorised access to the Platform or to profiles, blogs, communities, account information, bulletins, or other areas of the Platform or solicits passwords or personally identifying information for commercial or unlawful purposes from other users of the Platform.
viii. engages in commercial activities without Smazepay’s prior written consent such as engages in contests, sweepstakes, barter, advertising etc.
ix.interferes with another user’s use of the Platform.
x. refers to any website or URL that, in Smazepay’s sole discretion, contains material that is inappropriate for the Platform or any other Platform, contains content that would be prohibited or violates the letter or spirit of these Terms.
xi. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature.
xii. contains software viruses or any other computer codes, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, diminish value of, covertly intercept or steal any system, data or personal information.

b. The User agree and acknowledge that it shall not use the Platform and the Services for any illegal or unauthorised purpose or use the Platform in any way that is unlawful, or harms Smazepay. The User agrees to comply with all laws, rules and regulations applicable to its use of the Platform and the Services. The User further agrees and acknowledges that it shall use the User Account on the Platform only for its business purposes.

c. The User may not decompile, reverse engineer, or disassemble the contents of our Platform or modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from our Platform or remove any copyright, trademark registration, or other proprietary notices from the contents of our Platform.

d. The User shall not advertise or sell the Services made available on the Platform or domain names or otherwise (whether or not for profit) belonging to Smazepay, or solicit others (including, without limitation, solicitations for contributions or donations) or use any public forum to do the same for commercial purposes of any kind.

e. Smazepay shall have the right, but not the obligation, to monitor access to or use of the Platform and the User Account to ensure the User’s compliance with these Terms or applicable laws or other legal requirements, at its sole discretion.

f. The User understands and acknowledges that any transactions contemplated through the Platform of Smazepay will not violate any applicable laws or regulations for the time being in force in or outside India. The User shall be responsible for complying with applicable laws in respect of such transactions including but not limited to the Prevention of Money Laundering Act, 2002, the Prohibitions of Benami Property Transactions Act, 1998 and Income Tax Act, 196, including any amendments thereof.

9. Payment Terms and Refund Policy

a. The User hereby agrees and acknowledges that it is aware that any and all payment transactions which the User and/or the End Users enter into as per the commercial understanding with the Partner Institutions, as the case may be, shall be directed to the system of the Partner Institutions and the Partner Institutions shall have complete control for facilitating such payment transactions in a safe and secure manner. All commercial and contractual terms for the payment transactions are offered by the Partner Institutions and agreed to by the User/End User alone. Smazepay does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial and contractual terms pertaining to the payment transactions between the User/End Users and Partner Institutions.

b. In lieu of the User/End User (as the case may be) availing the respective Smazepay Service, the User/End User (as the case may be) shall be required to pay applicable Charges, as convenience/facilitation fees. Notwithstanding anything to the contrary contained in these Terms, Smazepay reserves the right to update the Charges/convenience fees payable by the User/End User from time to time with or without prior notice to the User/s/End User/s.

c. The TDS under Income Tax Act, 1961 is deducted by the VENDOR (PAYER) and Smaze Pay Private Limited is not responsible for it. Any query regarding the same should be directed to VENDOR (PAYER).

d. All fees and applicable taxes, if any, are payable in Indian Rupees. All fees payable by the Users/End Users to Smazepay in accordance with these Terms are non-refundable.

e. The User shall be responsible for the accuracy and authenticity of the information provided by it, including the bank account number/credit card details and any other information requested during the payment process. The User agrees and acknowledges that Smazepay shall not be liable and in no way be held responsible for any losses whatsoever, whether direct, indirect, incidental, or consequential, including without limitation any losses due to delay in processing of payment instruction or any credit card fraud.

10. Content

a. . Smazepay does not claim any ownership rights in the files, images, location data, videos, bank details, financial information, sounds, applications, information relating to User’s customers and all forms of data or communication (collectively, “Content”) that you provide to Smazepay through the Services(“User Content”).

b. . Smazepay gathers and compiles information and data about its users and their usage of the Services on a collective basis, in a manner which reveals personally identifiable information about individual users. The User understands, acknowledges, and agrees that Smazepay is the sole owner of all such aggregated data for all purposes, and has the unrestricted right to use such data and to disclose or distribute such data to third parties as it deems fit, throughout the world, in any media or form.

c. Smazepay may use User Content in a variety of different ways as permitted by the Privacy Policy displayed on the Platform.

d. Except for the Content, all of the content available through the Services (including the right to sue for passing off, design rights, reports, data, databases, tools, code, photographs, pictures, video, interfaces, web-pages, designs, text, graphics, images, information, software (“Software”), audio and other media files, their selection and arrangement, materials and all other intellectual property rights) are owned by Smazepay and/or are licensed to us by a third party (“Our Content”). The User acknowledges and accepts that the User is expressly prohibited from using Our Content except where we grant the User a limited license to use Our Content in connection with the Services. Our name and logo ‘Smazepay’ is our registered trademark/service mark. To the extent that there are trademarks, service marks and/or logos from other organisations on our Services, they are the trademarks, service marks and logos of those respective organisations. The User is granted no general right or commercial license with respect to our trademarks, service marks and logos or of the trademarks, service marks or logos of those other organisations.

e. Based on the User’s confirmation, Smazepay may facilitate the demonstration of our Services at the location sought by the User. The User acknowledges that it has not been induced by any statements or representations of any Person with respect to the quality, contents or conditions of the Services and that User has relied solely on the investigations, examinations and inspections by the User. The User has chosen to make such investigations, examinations and inspections and Smazepay has afforded the User the opportunity for full and complete investigations, examinations and inspections.

11. User data retention
a. User agrees and provides its consent to Smazepay to retain the User Content. Smazepay may need User Content for providing best possible products and services to the Users, providing and managing User’s account, providing and managing User’s access to Smazepay’s Services, responding to communications, personalising and tailoring User’s experience on Smazepay’s Services or for any other legal and contractual use. Smazepay retains User Content for as long as Smazepay needs to, in order to use it in accordance with these Terms, and/or for as long as Smazepay has User’s consent to keep it. In any event, Smazepay will conduct an annual review to ascertain whether Smazepay requires to keep User Content. User Content will be deleted if Smazepay no longer needs it in accordance with the Terms.

12. Links to third party websites
The Platform may contain links and interactive functionality interacting with the websites of third parties. Smazepay is not responsible for and has no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such websites. Before enabling any sharing functions to communicate with any such websites or otherwise visiting any such websites, Smazepay strongly recommends that the User reviews and understands the terms and conditions, privacy policies, settings, and information-sharing functions of each such third-party websites.

13. Representations
The User hereby represents and warrants that it has validly entered into these Terms and has the legal power to do so. The User further represents and warrants that it shall be solely responsible for the due compliance with these Terms.

14. Privacy Policy
As elaborated under the Privacy Policy, Smazepay will keep all confidential information confidential and shall not disclose it to anyone except as required by law, and shall ensure that such confidential information is protected with security measures and a degree of care that it would apply to its own confidential information. Smazepay acknowledges that its employees, directors, agents and contractors shall use the confidential information only for the intended purpose for which it is provided. Smazepay shall use all reasonable endeavours to ensure that its employees, directors, agents and contractors acknowledge and comply with the provisions of these Terms of confidentiality as if such person was subject to these Terms of confidentiality. If the User objects to its information being transferred or used, the User should not use the Platform.

15. Proprietary Rights
The Platform and the Services provide therein are protected by copyright laws as well as other intellectual property laws as applicable. Smazepay and its licensors shall retain ownership in and to the Platform and the Services and to all related intellectual property rights, including without limitation copyrights, trademarks, trade names, database rights and patents. The User is granted only a limited right to use the Platform and the Services subject to these Terms of Use and no intellectual property rights are or will deemed to be transferred or licensed or assigned to the User except as contemplated herein.

16. Indemnification
The User agrees to indemnify and hold harmless Smazepay, its owners, licensors, suppliers, affiliates, subsidiaries, group companies (as applicable) and their representatives, directors, agents, and employees, from any claims, suits, proceedings, disputes, demands, liabilities, damages, loss, costs, demand, or actions including reasonable attorneys' fees, made by any third party or penalty imposed due to or arising out of the User’s breach of these Terms of Use, Privacy Policy and other policies, or the User’s violation of any law, rules or regulations or the rights (including infringement of any intellectual property rights) of a third party.

17. Assignment
Smazepay reserves the right, at its own discretion, to freely assign and transfer the rights and obligations under these Terms of Use to any third party.

18. Deleting the use account
a. The User can delete the User Account and terminate its use of the Services at any time by locating the ‘delete profile’ option in the settings section of the User’s profile. Once the User has deleted the User Account, its licence will be revoked and the User will no longer have access to the User’s profile on the Platform. Smazepay does not accept any liability for deletion of information or content from the User’s profile upon such deletion of User Account. The User acknowledges and accepts that certain User Content may remain even after the deletion of the User’s profile.
b. If the User cancels/deletes the User Account before the expiry of its current/active subscription in accordance with these Terms the User’s cancellation/deletion of the User Account will take effect immediately and the User shall not be charged again, provided however that the User will not be entitled to receive any refund for remaining period of the User’s subscription.

19. Termination of user account by Smazepay
a. The User Account can be terminated at any time by:

i. User; in accordance with Clause 18 or by ceasing to use the Platform/Services.,
ii. Smazepay; in its sole discretion for any reason or no reason including the User’s violation of these Terms or lack of use of the Platform. The User acknowledges that the termination of Services may be affected without any prior notice, and Smazepay may immediately deactivate or delete the User Account and all related information and/or bar any further access to the User Account or the Platform. Further, the User agrees that Smazepay shall not be liable for any discontinuation or termination of services by any third party.
b. The disclaimer of warranties, the limitation of liability, and the governing law provisions shall survive any termination of these Terms.

20. Disclaimer of warranties
THE PLATFORM, SERVICES AND ALL INFORMATION, CONTENT, MATERIALS ON OR OTHERWISE MADE AVAILABLE TO THE USER THROUGH THE SERVICES AND THE PLATFORM ARE PROVIDED BY SMAZEPAY ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. SMAZEPAY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM AND THE SERVICES, THE ACCURACY OR COMPLETENESS OF THE CONTENTS AND THE ACCURACY OF THE INFORMATION. SMAZEPAY SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO THE USER’S DEVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, DOCUMENT, OR INFORMATION. THE USER EXPRESSLY AGREES THAT THE USE OF THE PLATFORM AND SERVICES IS AT THE USER’S SOLE RISK. SMAZEPAY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM AND THE SERVICES OR THE CONTENTS INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMITTED BY LAW, SMAZEPAY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PLATFORM AND THE SERVICES AND ITS CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

21. Limitation of liability
IN NO EVENT SHALL SMAZEPAY, OR ITS REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE USER’S ACCESS TO AND USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SECURE SERVERS AND/OR ANY AND ALL PERSONAL AND/OR BUSINESS AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM/MOBILE APP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SMAZEPAY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE ABOVE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, THE MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR EQUITY) OF SMAZEPAY VIS-À-VIS ANY USER, REGARDLESS OF THE FORM OF CLAIM, SHALL BE LIMITED TO THE AGGREGATE OF FEES PAID BY THE USER TO SMAZEPAY. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

22. Severability and waiver
These Terms, the Privacy Policy and other referenced material herein or on the Platform, are the entire agreement between the User and Smazepay with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the User and Smazepay with respect to the Services and govern the future relationship. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

23. General information
a. . These Terms and the relationship between Smazepay and the User are governed by the laws of India without regard to any conflict of law provisions of any jurisdiction. The User agrees to submit to the exclusive jurisdiction of the courts in India, except that we may seek injunctive relief in any jurisdiction in order to enforce our rights under these Terms.
b. Under these Terms no person other than Smazepay and the User shall have any rights in relation to your access and/or use of the Platform and the Services, provided that Smazepay’s third party Partner Institutions may take action against the User to enforce any infringement of their intellectual property rights or other rights.

24. Governing law and dispute resolution
These Terms of Use shall be governed by and interpreted and construed in accordance with the laws of India. The place of jurisdiction shall exclusively be in Mumbai, India. In the event of any dispute arising out of these Terms the same shall be settled by a binding arbitration conducted by a sole arbitrator, appointed jointly by both parties and governed by the Arbitration and Conciliation Act, 1996. The venue of arbitration shall be Mumbai, India and the language used shall be English.

25. Grievance officer
In accordance with the Information Technology Act, 2000 and Rules made thereunder, the name and contact details of the Grievance Officer are provided below:
Name: Grievance officer
Address: 201 GODS GIFT TOWER CHS LTD YARI RD, CROSS LANE ANDHERI W NR BMC SCHOOL MUMBAI Mumbai City – 400061
Email ID: grievance@smazepay.com
If you wish to make a complaint regarding any violation of the provisions of these Terms, you may send a written complaint to the Grievance Officer, who shall redress the complaint in accordance with the provisions of the Information Technology Act, 2000 and Rules made thereunder.

26. How to contact us
If the User has questions or concerns about these Terms, please contact Smazepay at support@smazepay.com or call on Toll-Free number 1800 572 9598

27. Force Majeure
Without limiting the foregoing, under no circumstances shall Smazepay be held liable for any damage or loss, penalty due to delay or deficiency in performance of the Platform resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication failures, major electricity failures, internet outage, downtime, floods, storms, Act of God, pandemics, epidemics, accident, civil disturbances, riots, strikes, shortages of labour, fluctuations in heat, light, fire or air, acts of government, computer hacking, unauthorized access to computer data and storage devices, computer crashes.