1. INTRODUCTION

1. JAI SHREE PAY INDIA PRIVATE LIMITED,a company incorporated under the Companies Act, 2013and having its registered office at 1st Floor Parth Chirnjivi Tower near pratapcircelkalwar road jhothwarajaipur (Raj.),(hereinafter referred to as the “Company or Jaishreepay”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) is engaged in the Business (as defined below).
2. Company is inter alia engaged in the business of providing digital /technological financial solutions and various services to its customers in India through the Platform (as defined below) either directly or through its business partners including but not limited to Retail Partners (as defined below). The services include access to digital financial services provided by various service providers, goods or products (including Company developed products and services and third-party goods), financial services provided by financial institutions and non-financial products and services (“Company Services”).
3. Company collaborates with various distributors of goods and services by associating with them as their strategic business partners (“BP(s)”) to assist the Company in appointing various retail partners in various cities, managing such retail partners and in certain cases also dissemination of Company Services to such retail partners.
4. Company is now desirous of engaging with various retail partners to assist the Consumers in providing Financial Services through their retail outlets by making available the disseminated CompanyServices and/or providing such other services as may be intimated by Company from time to time (“Retail Partner(s)”).
5. You have expressed your desire of engaging with Company as Retail Partner and in this regard have submitted information in the RAF to Company and/or BPs and have also verified the contents in the RAF on this Platform (“Verification Process”).
6. You understand,agree and acknowledge that your engagement as the Retail Partner and the use of this Platform, Website and/or Company Services including all information, tools and services available from this Platform to the Retail Partner and the Consumer is conditioned upon the successful completion of Verification Process and Your acceptance of all terms, conditions, policies and notices stated here,the terms whereof are subject to change at any time without prior notice to You. Any new features or tools which are added to the current Platform shall also be subject to this Agreement. To ensure that You areawareofthechanges,pleasereviewthisAgreementandallthedocumentsreferredtohereunder periodically.
7. In the event You are representing an incorporated entity, You hereby confirm that You have been expresslyauthorizedbysuchentitytoprovideconsenttothisAgreement,andsuchentityagreestobe bound by the terms hereunder.

In this Agreement,Retail Partner and Company are individually referred to as “Party” and collectively referred to as “Parties”

2. DEFINITIONS AND INTERPRETATION

1. In the Agreement, unless the contrary intention appears and/or the context otherwise requires, capitalized terms defined by: (i) inclusion in quotations and/ or parenthesis have the meanings so ascribed; (ii) the capitalized terms used herein and not defined in this Agreement shall have the meaning ascribed to them in Company Rules and/or Website; and (iii) the following terms shall have the meanings assigned to them herein below:
   1. “Agreement”/“TermsofUse”meansthesetermsandconditionsandalltheirmodificationsfromtime totimeinaccordancewiththeprovisionscontainedherein,togetherwithallschedules,annexuresand exhibits hereto;
   2. “Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and ordersof anygovernmental authority, statutory authority, board asmay be applicable, including but not limited toany guidelines and/or directions issued by the Reserve Bank of India and ineachcase,anyimplementingregulationorinterpretationissuedthereunderincludinganysuccessor Applicable Law;
   3. “Business” shall mean the business of providing various financial and non-financial services to its customers, either directly or through its business partners, by the means of a technological solution and/or by setting up a network of stores and agents to facilitate the digital dissemination of such financial / non-financial services;
   4. “Business Day” means any day of the week (excluding Saturdays, Sundays and public holidays) or a day on which banking institutions in India are open for general business;
   5. “Confidential Information” means all information (whether oral or recorded in any medium) relating to the business, financial or other affairs (including future plans) of the Company, Retail Partners , Consumers which is treated by the Company, as confidential, or is marked or is by its nature confidential, including but not limited to all Intellectual Property belonging to the Company, their affiliatesoranyoftheotherRetailPartnersorBPsasthecasemaybe,togetherwiththeexistenceand contents of this Agreement (including all Schedules), any ancillary documents and the negotiations relating to this Agreement;
   6. “Competing Business” shall mean: (i) Business;and/or (ii) consulting in the area of Business.
   7. “Consumer” shall mean the consumer that undertakes a transaction on the Platform and/or avail Company Services through any means facilitated by Company
   8. “EffectiveDate” shall mean the date of Retail Partner’s acceptance of this Agreement;
   9. “Financial Services” shall mean the financial services provided by various service providers to the Consumers utilizing the Company Services on the Platform;
   10. “Governmental Authority” means any nation, state, sovereign, or government, any federal,regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having jurisdictionoveranyoftheParties(totheextentrelevanttothetransactionscontemplatedhereby)or the assets or operations of any of the foregoing or the transactions contemplated hereby;
   11. “INR” or “RS” means Indian Rupees, the lawful currency of the Republic of India;
   12. “Intellectual Property” shall mean all intellectual property used for the purpose of or in association withorinrelationtoprovidingCompanyServicesutilizingthePlatformandincludeswithoutlimitation (a)Software,operatingmanuals,softwarecode,program,instructions,specifications,processes,input methods, data or information used in relation to, in association with or for the operation of the software installed by Company ; (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinationsused by Company duringthe course of itsbusinessand all depictions, derivations and representations thereof; (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the ‘look and feel’ of all of the above; (d) all information, data or material in whatever form, whether tangible or not, provided by Company to Retail Partner during the course of orin relation to the Services; and (e) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques, improvement, utility model, procedures, designs, skills, technical information, notes, experimental results,servicetechniques,samples,specificationsoftheproductsorservices,labellingspecifications, rights on software, and any other knowledge or know-how of any nature whatsoever;
   13. “Material Breach” shall mean any material breach of the terms of this Agreement by Retail Partner including but not limited to any breach of provisions of Clause 9 and Clause 10 of this Agreement;
   14. “Person” shall mean any individual (including personal representatives, executors or heirs of a deceased individual) or legal entity, including but not limited to, any partnership, joint venture, corporation,trust,unincorporated organisation,limitedliability company,limited liability partnership or Governmental Authority;
   15. “Platform” shall mean the Software accessible through the Website;
   16. “Proprietary Items” shall mean any document, record, notebook, plan, model, component, device, communication device, computer software or code, or Confidential Information or Trade Secret whether embodied in a disk or in any other form, including electronic form owned and/or used by the Company;
   17. “RBI” shall mean the Reserve Bank of India;
   18. “Retail Partner Application Form”/ “RAF” shall mean the retail partner application form provided to You by BPs and/or Company and/or as available on the Website/Platform,along with Your details for the purpose of applying to the Company to be engaged as its Retail Partner;
   19. “Retail Outlet” shall mean the place of business as provided in the RAFfrom where the Retail Partner, upon authorization from Company, shall provide Services to Company and/or utilize / make available the Company Services to be utilized by the Consumers;
   20. “Services” shall mean: (a) services provided by Retail Partners with respect to assisting the Consumers in making available the Financial Services utilizing the Company Services and/or Platform at its Retail Outlets or such other place as may be permitted by Company; and/or (b) such other services as intimated by Company to Retail Partner from time to time;
   21. “Software” shall include custom built software that is owned by Company, or software that has been licensed from third party suppliers by Company and in relation to which Company has obtained the right to sub license from such third party suppliers, as modified/ replaced from time to time, that enables Retail Partner to utilize Company Services on communication devices such as computers, mobile phones and other handheld wireless devices etc. as identified by Company from time to time;
   22. "Related Entities" shall mean any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures of the Company;
   23. “Trade Secret” shall mean any information, user flow steps, screens, including a formula, pattern, compilation,program,device,methodtechnique,orprocessthatderivesindependenteconomicvalue, actual or potential, from being not generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, including but not limited to the patented information and processes as well as the unpatented information and processes comprising, underlying, arising from, and associated with and/or used by the Company or any Related Entity;
   24. “Tax” or “Taxes” shall mean any and all taxes, cess, levies, imposts, duties, charges, deposits, fees, deductions or with holdings that are,or that are to be,imposed,levied,collected,with held or assessed, together with any and all interest,penalties,claims or other liabilities arising under or relating there to;
   25. “You” or “Your”; shall mean any natural or legal person who has access to and isusing the Platform for the purpose of being engaged as a Retail Partner in accordance with the terms of this Agreement; and
   26. “Website” shall mean and include www.Jaishreepay.com,mobile application of Company, any successor website/applications, anywebsite of RelatedEntity oranyother channel facilitated and permitted by Company including but not limited to App, any other digital medium including phone, displays, emails, social media interfaces, messaging interfaces, wallet, payment intermediaries using Company’s interface.
2. Interpretation: In this Agreement, unless the context otherwisere quires:
   1. the headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement;
   2. referencestoonegenderincludeallgenders;
   3. anyreferencetoanyenactmentofstatutoryprovisionisareferencetoitasitmayhavebeen,or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment;
   4. wordsinthesingularshallincludethepluralandviceversa;
   5. any reference of “days” would mean “calendar days” and similarly reference of year and month would mean “calendar month” and “calendar year”;
   6. anyreference to“intimation”and“intimated”shall includeanyintimationsprovidedby Company onWebsiteand/orPlatform.
   7. unlessotherwisespecified, time periodswithin orfollowingwhichany paymentistobe madeor act is to be done shall be calculated by excluding the day on which the period commences and includingthedayonwhichtheperiodendsandbyextendingtheperiodtothenextBusinessDay if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day;
   8. anyreferenceto“writing”shallincludeprinting,typing,lithography,transmissionsbyfacsimileor in electronic form (including e-mail) and other means of reproducing words in visible form including but not limited to any instructions provided by Company on Website and/or Platform;
   9. Referencetotheword“include”or“including”shallbeconstruedwithoutlimitation.
3. No provisions shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.
4. By entering into this Agreement,the Retail Partner expressly declares and undertakes that he shall not raise any dispute or challenge the validity,enforceability,or interpretation of any clause,provision,or term of this Agreement on the grounds that it was solely drafted by the Company or that the Retail Partner did not fully understand its implications.

3. SCOPEOFTHIS AGREEMENT

1. 3.1. ENAGEMENT AS THE RETAIL PARTNER
   1. During the Term of this Agreement and subject to the provisions of this Agreement, Company herby engages You and You hereby agree to be engaged as aRetail Partner. AsRetail Partner, Company will allowyoutoaccesstheWebsiteand/orPlatformanddependinguponthenatureoftransactions,You shall: (a) provide Services to Company; and/or (b) avail services from Company and/or third party service providers through the Website and/or Platform.
   2. During the Term and subject to the provisions of this Agreement, and unless otherwise specified by Company. the Retail Partner shall at its Retail Outlet:
      1. assistConsumersinundertakingtransactionsand/orutilizingCompanyServices;
      2. providesuchservicestoCompanyasisintimatedinwritingbyCompany;
      3. assistCompanyand/orBPsinthemarketingoftheCompanyServices;and/or
      4. undertake such other businessactivitiesasinstructed by the Company and/or informed by BPs from time to time
   3. RetailPartneracknowledgesandagreesthatitsappointmentissubjectto itscontinuancecompliance with the provisions of this Agreement

4. FEES AND EXPENDITURE

1. In consideration of Company making available the Platform, Website and/or Company Services,including goods or products (including Company developed products and services and third-party goods), to Retail Partner, the Company shall be entitled to a service fee (“Company Service Fee”) as may be intimatedbyCompanyfromtimetotime.Companyshallalsobeentitledtoreceive/deductanyother service fee from Retail Partner for any services provided by the Company to Retail Partner as may be intimated by Company from time to time
2. In addition to the limited right to use the available Platform, Website and /or Company Services and depending upon the nature of Services being provided by Retail Partner,Retail Partner may been titled to commissions,discounts service fees or such other remuneration from Consumers and/or Company (collectively the “Retail Partner Service Fees”) as may be intimated by Company from time to time. Retail Partner agrees and acknowledges that Retailer Partner Service Fees may be paid after deduction / with holding of such Taxes by Company as may be required under Applicable Law and/or any other volume or price adjustment as may be determined by Company from time to time.
3. Retail Partner shall be responsible for payment of its own Taxes, of whatever nature, in respect of all sums payable by Company to Retail Partner under this Agreement.
4. Retail Partner agrees and acknowledges that Company reserves the right at anytime to (without notice toRetailPartner) set off and apply any or all sums due and payable by Company to Retail Partner under thisAgreement,and/oranyorallsumsofmoneyheldinaccountswithCompanyand/orBPagainst:a) any or all sums due and payable by Retail Partner to Company under this Agreement;
   1. the amount of any liability incurred by Retail Partner against Company under this Agreement;
   2. any amount erroneously paid to Retail Partner by Company and/or BP;
   3. any statutory liability of Retail Partner including payment of applicable Taxes that Retail Partner has failed to pay to the relevant Governmental Authorities; and/or
   4. any amounts relating to chargeback claims received from customers or any other third party(including but not limited to a sponsor bank or any other service providers)./li>

5. SECURITYAMOUNT

1. The Retail Partner hereby understands that by virtue of the Company making available the Platform, Websiteand/orCompanyServicestoRetailPartnerandServicesbeingprovidedbyRetailPartner,the Company is exposed to various risks, including credit risk, operational risk, reputational risk, compliance risk and contractual risk.
   1. The Retail Partner agreesand acknowledges that the Company may, inorder to manage the risks associated with the transactions on Website / Platform and Services being provided by Retail Partner, require the Retail Partner to maintain a non-interest bearing security with Company, eitherdirectlyorwiththeassistanceofBPfromtimetotime(“SecurityAmount”)insuchmanner and form as maybe required by the Company
   2. Retail Partner hereby acknowledges and agrees that depending upon the nature of Services or Company Services, the Company shall have the right, from time to time, to restrict/ permit certain/all transactions on Website / Platform up to a maximum limit (the “Transaction Limit”). The Transaction Limit for a Retail Partner shall be determined at the sole discretion of Company, relying on factors including but not limited to, the Security Amount maintained by the Retail PartnerwithCompany,RetailPartner’screditworthiness,anyamountsduefromtheRetailPartner totheCompanyandperformancerecordand/ornatureofServicesprovidedbytheRetailPartner.
   3. The Retail Partner acknowledges and understands that: (i) the Company has contractual arrangements with vendors and upon the Retail Partner availing Company Services and undertaking transactions on Website / Platform, the vendors charge certain amount/ fees to the Company for the service availed (“Vendor Payments”); (ii) the Company has agreed to provide Company Services, including goods or products (including Company developed products and services and third-party goods), tothe Retail Partner inconsideration of the Retail Partner paying the Company Service Fee to the Company on a daily settlement cycle, and the Company faces credit risks associated with the Retail Partner not paying the Company Service Fee and the Vendor Payments (Company Service Fee and Vendor Payments collectively referred as “Due Amounts”). TheRetailPartnerherebyunconditionallyagreestoadailysettlementcycleforDueAmounts,and it shall be obliged to pay the respective Due Amounts on an end-of-day basis (i.e., before 11pm). In the event that Retail Partner fails to pay all or any part of the Due Amounts on an end-of-day basis (before 11pm), it shall amount to a payment default by the Retail Partner and the Company shall have the irrevocable right to deduct the required amount from Security Amount, as in the opinion of Company, is necessary to ensure due payment of Due Amounts by the Retail Partner and the Security Amount shall be reduced by such amounts deducted. It is hereby clarified that deductionofDueAmountsfromtheSecurityAmountbytheCompanypursuanttothisClause5.4 shallbeavaliddischargeofRetailPartner’spaymentobligationoftherespectiveDueAmountsfor the specific day.
   4. Retail Partner agrees and understands that any payments made by it to Company shall be first applied towards settlement of Due Amounts and any surplus amounts shall then be applied towards increasing or replenishing the Security Amount.

6. OPERATION OF RETAIL OUTLET

1. During the Term, Retailer Partner shall render Services by and through such of its officers, employees, agents,representativesandaffiliatesasitshalldesignate,fromtimetotime.Notwithstandinganything tothecontrarycontainedinthisAgreement,Companyshallhavetherightatanytime,tomodify,alter, amendand/ordiscontinueServices,includingthemanner,procedure,processinwhichRetailPartner will be required to perform Services and Retail Partner shall be bound by all such modifications, alterations and amendments made by Company.
2. ItisherebyagreedbetweenthePartiesanddeclaredfortheavoidanceofdoubtthatRetailPartnershall only market, promote or make available such Company Services as are permitted expressly by Company
3. CompanymayspecifytoRetailPartner,thenecessaryinfrastructureandequipmentrequiredattheRetail Outlet including but not limited to any minimum area requirements of the Retail Outlet, computer terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, html enabled, which is sufficient for the purposes of utilizing Softwareand/oreffectivelymakingavailableCompanyServices(“Specifications”).RetailPartnershall ensure compliance with Specifications at all times at its sole expense. Further, Retail Partner shall at all times during the Term, display Company’s signage, signboards, logos, etc. at a prominent place in the Retail Outlet strictly in accordance with the instructions provided by Company and/or BP in this regard.
4. Company may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to Retail Partner and designated employees of Retail Partner including without limitation the provision of brochures, pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing Company Services. Any materials supplied by Company shall be utilized solely in relation to the provision of Services and Retail Partner shall ensure that such materials are not utilized for any other purpose
5. Companymay,intheinterestofmakingavailableServicestoConsumers,allowRetailPartnertoprovide Services from a location other than a Retail Outlet subject to Applicable Law and rules intimated by Company in this regard.

7. TERM AND TERMINATION

1. Term
   1. This Agreement will be effective from Effective Date and shall remain valid for a period of 5(five) years unless terminated earlier in accordance with Clause7.2 of this Agreement(“Term”).
   2. Upon the expiry of Term and subject to satisfactory performance of Retail Partner’s obligations under the Agreement,this Agreement may be renewed at Company’option,on such terms and conditions as may be applicable atthe time of such renewal.Company may exercise itsrightof renewal by giving a notice in writing to Retail Partner 30(thirty) days prior to the completion of the Term.
   3. If Company decides to renew this Agreement,the Parties shall forthwith execute an agreement on the same terms and conditions and/or such terms and conditions as may be applicable at the time of such renewal. Retail Partnershallensurethatthesaidagreementisrenewedfromtime to time and Retail Partner agrees and acknowledges that Company shall not be responsible/liable in any manner whatsoever, if Agreement is not renewed and the Retail Partner continues to do business during such period wherein, there is no valid agreement between the Parties.
2. Termination
   1. During the period commencing from the Effective Date and expiring on 24(twenty-four)months from the Effective Date,(the"Lock-inPeriod") Retail Partner cannot terminate this Agreement.
   2. After theexpiryofLock-in Period, theRetail Partner may terminate this Agreementby giving a 90 (ninety) days’ written notice to Company
   3. Company shall have the right to terminate this Agreement immediately upon the occurrence of an “Event of Default”. For purposes of this Agreement, the term “Event of Default” shall have occurred if:
      1. if there is a Material Breach by Retail Partner that remains uncured even after the expiry of 15 (fifteen) Business Days after the date of a written notice issued by the Company of such occurrence;
      2. ifRetailPartnercommitsanyfraud,negligence,misconduct,orisotherwiseengagedinany fraudulent or illegal activity; or
      3. if an order is made by a court of competent jurisdiction, or a resolution is passed, for the liquidation, bankruptcy, insolvency or administration of Retail Partner or a notice of appointment of an administrator of Retail Partner is filed with a court of competent jurisdiction
   4. Inadditiontotheforegoing,CompanymayterminatethisAgreementatanytimebygivinga30 (thirty)days’writtennoticetoRetailPartner
   5. Companyshallhave therighttoterminatethisAgreementiftheagreementbetweenCompany and the BP is terminated.
3. Without prejudice to anything else contained in this Agreement, In the event of termination of the AgreementunderClause7.2.(a)or7.2.(b),theCompanyreservestherighttotakesuchcivilorcriminal legal action against the Retail Partner as may be appropriate under Applicable Law or required at the discretion of the Company.
4. The rights and obligations of the Parties under this Agreement, which either expressly or by their nature survive the termination of this Agreement, shall not be extinguished by termination of this Agreement.
5. The termination of this Agreement in any of the circumstances aforesaid shall not in anyway affector prejudice any right accrued to any Party against the other Parties, prior to such termination.

8. CONSEQUENCES OF TERMINATION

1. UponterminationofthisAgreementforanyreasonstatedinClause7above,theRetailPartnershall:
   1. immediatelyceasetoutilize,promote,marketoradvertiseCompany’sproductsand/orservices includingbutnotlimitedtoCompanyServices;
   2. immediatelydiscontinuetoutilizeanyIntellectualPropertyincludingbutnotlimitedtologoand nameofCompanyandshallimmediatelyhandoveranyandallcopiesordocumentationofsuch Intellectual Property;
   3. immediately return to Company all Confidential Information provided to Retail Partner under the Agreement including but not limited to all information and data with respect to BP and Consumers;
   4. immediatelyreturnto Company originals andcopies ofany andallmaterialsprovided to Retail Partner pursuant to this Agreement or in the course of provision of Services, including any publicity and marketing materials in its possession;
   5. immediatelydiscontinueandcease touse Platformand/or any Softwareprovidedby Company andshallhandoveranycopiesordocumentationofSoftwareandshallpurgeSoftwareorcause it to be purged from all human and machine-readable media (or other memory devices);
   6. provideremoteaccesstoCompanytodisableanysoftwarethatCompanyand/orBPhad installed;
   7. immediately remove all signboards, banners, glow signboards and all such material which indicates any association with Company from Retail Outlets, its office and any other premises; and
   8. confirminwritingtotheCompanyofhavingcompliedwiththeprovisionsofthisClause 8.1.
2. Failure to comply with the provisions of Clause 8.1 above shall be deemed to be false impersonation and/ormisuseofCompany’sIntellectualPropertyandCompanyreservestherighttotakesuchcivilor criminal legal action against the Retail Partner, in the event of such non-compliance, as may be appropriate under Applicable Law or required at the discretion of the Company.
3. UponnoticeofterminationfromeitherParty,RetailPartnershallperformalltheobligationsunderthis Agreement during the notice period. Any waiver of the forgoing obligation should be at the absolute discretion of the Company and such waiver shall only be valid if given in writing by the Company.
4. Retail Partner hereby agrees and undertakes that it shall grant Company, its employees or agents, access to its offices/place of business and information technology systems for a period of 60 (sixty) days after termination for the verification of its compliance under Clause 8 of the Agreement.
5. Without prejudice to any other right of the Company under this Agreement or applicable law, upon termination of this Agreement in accordance with Clause 7.2(c) above, the Security Amount shall be forfeited, and the Retail Partner hereby expressly waives all rights and claims towards the Security Amount (if any). The Retail Partner hereby understands, agrees and confirms that forfeiture of the Security Amount upon termination of this Agreement in accordance with Clause 7.2(c) is not in the natureofapenaltyandisagenuinepre-estimateoflosswhichtheCompanymaysufferonaccountof occurrence of an Event of Default.

9. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

1. Retail Partner representsand warrantstoCompanythatthe execution and delivery by Retail Partner of thisAgreementdoesnot,andtheperformancebyRetailPartnerofhisobligationshereunderwillnot, with or without the giving of notice or the passage of time, or both:
   1. violateanyjudgment,writ,injunction,ororderofanycourt,arbitrator,orgovernmentalagency, applicable to Retail Partner; and / or
   2. conflict with result in the breach of any provisions of or the termination of, or constitute a defaultunder,anyagreementtowhichtheRetailPartnerisapartyorbywhichRetailPartneris or may be bound, including, without limitation, any non-competition, non-solicitation agreement or similar agreement.
2. Retail Partner further represents and warrants that it fully and completely understands this Agreement and the financial requirements and risks associated with the same and that:
   1. it has the power, financial and legal capacity to execute, deliver and perform its obligations under this Agreement and all necessary corporate, shareholder and other actions have been validly obtained to authorize such execution, delivery and performance, and this Agreement constitutesitslegal,validandbindingobligation,enforceableagainstitinaccordancewithits terms; and
   2. ithasengagedinnegotiationswithCompanyandhaseitherconsultedwithanattorneyofhis choice or hashadample opportunity todo so and isfullysatisfied with the opportunity it has had
3. Retail Partner hereby represents,agrees and undertakes that:
   1. it shall at all times ensure compliance with Applicable Laws, the provisions of this Agreement, Company Rules and instructions provided by Company from time to time;
   2. theinformationprovidedintheRAFiscompleteandaccurateandifthereisanychangeinsuch information it shall inform the Company immediately of such change;
   3. it shall not provide any Services or collect any amounts from Consumers during the time CompanyServices,Websiteand/orPlatformareunavailabletoRetailPartneratanytimeand/or for any reason whatsoever
   4. it shall not at any point undertake or facilitate, any cash collection or payment through any officer, employee, agent of the Company and that it is fully aware that it shall be solely responsible for any such cash collection or settlement and shall indemnify and hold harmless the Company from any loss arising out or in relation to such cash transaction/collection
   5. it shall not obstruct Company or undertake legal preventive measures that limit or obstruct Company from recovering the default amount or amount lost to fraud
   6. itshallnot inanymannerwhatsoever,impedeorhinderCompanyinitslegalandlawfuleffortstorecovertheamountlostduetohisfraudandmisconductoranythirdparty,includingbutnotlimited to all expenses, costs and penalties incurred in connection therewith Retail Outlets
   7. atalltimesduringthetermoftheAgreement,theRetailOutletsshallcomplywiththe Specifications;
   8. allServicesshallbeprovidedsolelythroughthePlatformand/orWebsiteorarerecordedtherein andnoofflinetransactionsareundertakenand/ornosuchfake/falsereceiptsareissuedbythe Retail Partner for any transaction done by the Retail Partner which are not transacted through Platform and/or Website
   9. atalltimesduringtheTermoftheAgreement,itshallensurethatnootherservicesofthesame and/orsimilarnaturetoServicesthatRetailPartnerisauthorizedtoprovidebyCompany;[that the Retail Outlet is utilized solely for the purpose of rendering the Services in accordance with the Agreement]
   10. it shall ensure that and shall not cause or permit to be made available in the Retail Outlet: (a) any material that may not be made available to the public under Applicable Law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libelous, offensive, derogatory, threatening, harassing, abusive or violent content and/or (b) carry out any activity that is not permitted under Applicable Laws or is reasonably considered to be immoral or against public interest
   11. atalltimesduringtheTermofthisAgreement,itshallbearallcostsand/orincidentalexpenses including without limitation all fees for application, license fees, charges and Taxes, in relation to the provision of Services and/or operating the Retail Outlet
   12. atalltimesduringtheTermofthisAgreement,theRetailOutletshallbeopenforbusinessduring normal business hours, or as permitted by Applicable Laws or such other time period as Company may specify from time to time
   13. Employees
   14. it shall be solely responsible for all such personnel employed by him, including payment of wages, making of contributions under Applicable Laws such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.
   15. it acknowledges that it shall be solely responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retail Partner
   16. itshallmakecorrectandaccuraterepresentationsoftheservicesofferedbyCompanyincluding Company Services to Consumers
   17. itshallnotatanypointandtoanyPersonmakeanycommunicationregardingtheservices offered by Company unless authorized by Company in writing
   18. itshall, unlessotherwiseintimated inwritingby theCompany, followthe instructionsprovided by BPs with respect to Company Services
   19. itshallimmediatelyinformtoCompanyandtherelevantBPofanycircumstancesthatcancause damage to the business, goodwill and reputation of Company
   20. it shall work exclusively for the Company during the Term and shall not provide its services to any other Person, unless so permitted by Company in writing
   21. during the Term and for a period of 1 (one) year thereafter, it shall not, directly or indirectly, eitherindividuallyorthroughanyPerson(includingthroughitsemployees,Affiliatesorrelatives orinafirmwheretheRetailPartneroranyrelativeornomineeoftheRetailPartnerisapartner, orinanycompanywheretheRetailPartneroranyrelativeornomineeoftheRetailPartnerisa director or shareholder)
       1. be appointed as a distributor/ strategic business partner /retail partner for any other PersonthatiscarryingoutanybusinessthatissameorsimilartoCompetingBusinessoris in competition to business carried by the Company and/or the Related Entities; and/or;
       2. engage or be interested (as a stockholder, director, officer, trustee, consultant, or otherwise), either individually or through any Person, in any other business, which undertakes, anywhere in India or elsewhere, any activity, which is competitive with Company’s and/or Related Entities’ business activity without the prior written consent of Company, which Company may withhold at its sole discretion
   22. itshallnotencroachupon/solicitbusinessintheterritoriesassignedtootherbusinesspartners, distributors or retailers of the Company. In the event of disputes between the Retail Partners and any such other business partner of Company, such disputes shall be resolved by an officer appointed by Company in this regard, whose decision shall be final and binding
   23. it shall maintain accurate and proper accounts of all transactions between BP and itself in the form prescribed and updated by Company from time to time
   24. itshallobserveproperethicsandtransparencyinallitsactionsinthecourseofprovisionofthe Services and shall not, in any circumstances, take any action or make any statement that may mislead any Person
   25. itshallnotprovide any discountsonthepricesfixedforvariousproducts/servicesby Company exceptwithCompany’spriorwrittenconsent
   26. it shall promote the sale of Company’s products/services in accordance with the publicity and marketing guidelines issued by Company from time to time
   27. it shall make all efforts to settle any disputes that may arise between itself and Consumers amicablyandintheeventanysuchdisputeisreferredtoaconsumerforumorothercompetent authority, shall provide all assistance in the settlement of the dispute
   28. it shall be solely responsible for and hereby undertakes to strictly comply with all Applicable LawsinconnectionwiththeprovisionofServicesandshallobtainandmaintaininfullforceand effect all Approvals, registrations required under Applicable Laws for the operation of the business and provision of the Services, including the exhibition of sign boards and/or neon/advertising signs, etc., at its expense
   29. it shall ensure regular and timely payment and deposit of all Taxes as applicable from time to time with the relevant authorities
   30. itshallobtainCompany’spriorwrittenapprovalforanychangeinitsconstitutionand/or locationofitsRetailOutletandotherplaceof business
   31. it shall solely be responsible for procuring adequate insurance against any potential losses relating to handling of cash amounts in the course of performing its obligations as a Retail Partner, as may be required on a case-to-case basis and/or as advised by Company; ff) it shall useitsbestendeavoursandtakesuchstepsasCompanymayreasonablyrequiretoensurethat its management and staff keep confidential the contents of this Agreement and/or all informationtheyobtainaboutCompany’sbusinesswhichisnotavailabletothegeneralpublic
   32. it is aware and acknowledge that the services provided by the Company including Company Servicesisprovidedonan“asis”and“asavailable”basisandthattheuseofCompanyServices by Retail Partners and/or Consumers is at the Retail Partner’s own risk
   33. itisawareandacknowledgethattheCompanydoesnotwarrant,endorse,guarantee,orassume responsibilityforanyproductorserviceadvertisedor offeredbyathirdpartyincludingthe Financial Services being provided by various service providers through Company Services or Platformoranyhyperlinkedwebsiteorservice;ii) itshallnot,withoutCompany’spriorwritten approval, either on its invoices, letterheads or any other place or by any other means, orally or in writing,makeanystatementorrepresentation,calculatedorliabletoinduceotherstobelievethatthe Retail Partner is the agent of Company or do any act, deed or things to bind Company in any way in dealing with any third party(ies).

10. RIGHTSOFTHECOMPANY

1. SuspensionofCompanyServicesbyCompany
   1. Retail Partner agrees and acknowledges that Company reserves the right to suspend and/orterminate the provision of Company Services if Retail Partner and/or BP has
      1. violated or is likely to violate the terms of this Agreement or any other agreement it has with Company or any of the Company Rules
      2. violatedorislikelytoviolateanyoftheApplicableLawrelatedtotheservicesprovidedby it including the Services; and/or
      3. providedanyfalse,incomplete,inaccurateormisleadinginformationorotherwiseengaged in fraudulent or illegal conduct
   2. RetailPartneragreesandacknowledgesthattheCompanyreservestherighttosuspendand/or terminate the provision of Company Services
      1. ifCompanyismandatedtodosounderApplicableLawandinstructionsfrom Governmental Authority
      2. forrecoveryofanyofitsduesundertheAgreement
      3. foranysuspectedviolationofanyrules,regulations,orders,directions,notificationsissued by Governmental Authority from time to time
      4. foranydiscrepancyorsuspecteddiscrepancyintheparticular(s)ordocumentation provided by Consumers, Retail Partner and/or BP
      5. due to technical failure, modification, up gradation, variation, relocation, repair, and/or maintenance due to any emergency or for any technical reasons
      6. duetoanyact/omission/failureonpartoftheserviceproviderprovidingtherelevant Financial Services; and/or
      7. foranyotherreasonthatCompanydeemsappropriateinthebestinterestsofBusiness
2. DataCollectionandPrivacy
   1. RetailPartnershallnotcollectand/orshareanydatawithrespecttotheConsumersforitselfor anyotherthirdparty.RetailPartneragreesacknowledgesthatCompanyshallbethesoleowner of all data including Consumer data collected /generated under any transaction utilizing the Platformand/ortheCompanyServices;andCompanyshallbefreetosharesuchconsumerdata with Related Entities.
   2. In addition to the foregoing, the Parties agree and acknowledge that the Company may collect financial and other data from BPs, Consumers, Retail Partners and may utilize the same for undertaking a credit check through agencies such as Credit Information Bureau (India) Limited for the purpose of recommending them for suitable credit facilities to be provided by financial institutions. In relation to the same, Retail Partner
      1. undertakestoassisttheCompanyincollectionofsuchfinancialdata
      2. undertakestokeepsuchdataasaconfidential; and
      3. agrees and acknowledge that Company is the sole owner of such financial data and that suchfinancialdatawouldbeaConfidentialInformationforthepurposeofthisAgreement
   3. All of the information collected by Company from the Retail Partner is subject to the privacy policy available at jaishreepay.com/t&c A copy of Company’s privacy policy is available on the Website.
3. RetailPartneragreesthatCompanymayshareinformationcollectedfromtheRetailPartnerwith sponsored banks for the purposes of this Agreement. Retail Partner hereby agrees and acknowledgesthatthesponsor banksmayuse personalinformation(includingsensitive personal data)providedbyRetailPartnerandsharesuchpersonalinformationwithstatutory/regulatory/ law enforcement authorities and payment networks, for monitoring and/or reporting purposes, and the Retail Partner specifically permits such use and disclosure of its personal information under the applicable laws as amended and modified during the tenure of this Agreement. Companyreservestherighttoundertakeanyandallremedialmeasures,includingbutnotlimited to recovery of any losses, costs or damages incurred due to any chargeback disputes, penalties and expenses imposed on Company by any Governmental Authorities or banks and/or any other liabilitiesandchargesincurredbyCompanyarisingoutoforrelatingtoanyfraudulenttransactions undertaken by Retail Partner and/or any misconduct reported against Retail Partner

11. NONSOLICITATION AND NON DISCLOSURE COVENANTS

1. Retail Partner acknowledges that its services hereunder are of a special, unique character, and its strategic business partnership with the Company places it in a position of confidence and trust with customers, suppliers, and other persons and entities with whom the Company have a business relationship
2. Retail Partner further acknowledges that the rendering of services under this Agreement will likely require the disclosure to the Retail Partner of Confidential Information including Trade Secrets. As a consequence, Retail Partner agrees that it is reasonable and necessary for the protection of the goodwillandlegitimatebusinessinterestsoftheCompanythattheRetailPartnermakesthecovenants contained in this Clause 11 and that such covenants are a material inducement for the Company to enter into this Agreement, and that the covenants are given as an integral part of this Agreement
3. Non solicitation Covenants: Retail Partner agrees that during the Term of the Agreement and 1(one) year after the termination of the Agreement, it will not engage in the following acts:
   1. directly or indirectly assist, promote or encourage any other Retail Partner, Consumer existing or potential employees, customers, clients, or vendors of the Company or any other Retail Partner, as well as any other parties which have a business relationship with the Company to terminate, discontinue, or reduce the extent of their relationship with Company
   2. directly or indirectly offer employment to, enter into a contract for the services of, or attempt tosolicitorseektoenticeawayfromtheCompanyanyindividualwhoisatthetimeoftheoffer: (a)adirector,officeroremployeewiththeCompanyanditsAffiliates;(b)clientoftheCompany and/or its affiliates; and/or (c) or procure or facilitate the making of any such offer or attempt by any other Person.
   3. disparage the Company, any Related Entities, and/or any shareholder, director, officer, employee, or agent of the Company or any Related Entity and/or;
   4. engage in any practice, the purpose of which is to evade the provisions of this Clause 11 or commit any act which adversely affects the Company, any Related Entity, or their respective businesses
4. DisclosureofConfidentialInformation:RetailPartneracknowledgesthattheConfidentialInformation and all other confidential or proprietary information with respect to the business and operations of the Company and Related Entities are valuable, special, and unique assets of the Company. Accordingly,RetailPartneragreesnotto,atanytimewhatsoevereitherduringorafterthetermofthis Agreement disclose, directly or indirectly, to any Person, use or authorize any Person to use, any Confidential Information without the prior written consent of the Company
5. Prevention of Premature Disclosure of Confidential Information and Trade Secrets: Retail Partner agrees and acknowledges that, because the success of the Company is heavily dependent upon maintainingthesecrecy oftheCompany’sConfidentialInformationandTrade Secretsandpreventing the premature public disclosure of the Company’s proprietary information and technology including its Confidential Information and Trade Secrets, the Retail Partner agrees to use his best efforts and highest degree of care, diligence, and prudence to ensure that no Confidential Information, Trade Secretprematurelyleaksorotherwiseprematurelymakesitswayintothepublicdomainoranypublic forum, including, without limitation, into any trade publications, internet chat rooms, social media platforms or other similar forums
6. IntheeventthattheRetailPartnerbecomesawareofanyprematureleakofConfidentialInformation orTradeSecretorbecomesawareofanycircumstancescreatingariskofsuchaleak,theRetailPartner shall immediately inform the management of the Company, of such leak or of such circumstances.
7. Use,RemovalandReturnofProprietaryItems:
   1. Retail Partner shall utilize the Proprietary Items only to the limited extent of undertaking the Services in accordance with the terms of this Agreement and as instructed from the Company from time to time.
   2. Retail Partner shall not and ensure that the Consumers shall not utilize the Platform and/or Company Services in any manner that is not explicitly permitted in the Agreement.
   3. Retail Partner shall not and ensure that the Consumers shall not transmit by any means, electronic or otherwise, any Proprietary Items.
   4. Retail Partner recognizes that, as between the Company and the Retail Partner, all of the Proprietary Items, whether or not developed with the assistance of the Retail Partner, are the exclusive property of the Company. Immediately, upon termination of this Agreement (regardlessofthereasonfortermination),orupontherequestoftheCompanyduringtheterm of this Agreement, the Retail Partner shall return to the Company all the Proprietary Items, Confidential Information, Trade Secret or any part thereof in Retail Partner’s possession or subject to Retail Partner’s control, and the Retail Partner shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items, Confidential Information, Trade Secret or any part thereof.

12. INTELLECTUAL PROPERTY

1. DuringtheTerm,CompanyherebygrantsRetailPartneralimitednon-exclusive,non-transferable, non sub-licensable,restricted,nonassignable,righttousethePlatformandSoftwaresolelyforthepurpose ofprovisionoftheServicesascontemplatedunderthisAgreement,whichmayberevokedbyCompany at any time and without assigning any reason at its discretion.
2. Retail Partner shall not sublicense, assign or otherwise transfer the Software to any Person and is expresslyprohibitedfromdistributing,sublicensing,assigning,transferringorotherwise,theSoftware, or other technical documentation pertaining thereto, or any portions thereof in any form.
3. Retail Partner may utilize any third party software other than the Software only with Company’s prior written consent. Further, the Retail Partner shall ensure that such third party software is validly licensed and installed.
4. Further, Subject to the provisions of this Agreement, Company hereby grants a temporary, limited, revocable,conditional,non-exclusive,non-sub-licensable,non-transferable,restrictedrighttousethe Intellectual Property, during the Term and solely for the purpose of and to the extent necessary for providing the Services and in accordance with the directions and specifications as, from time to time, communicated or approved by Company in writing.
5. CompanyshallretainallrightsoverallitsIntellectualProperty,includingtheSoftwareand/orPlatform, itsnameandlogoandallrightsrelatingtothepublicityandmarketingmaterials.RetailPartnerhereby acknowledges that:
   1. theexecutionofthisAgreementdoesnotamounttoanytransfertoitofanyIntellectualProperty rightsheldbyCompanypriortotheexecutionofthisAgreement,nordoesthisAgreementinany waylimitCompany’srightsover itsIntellectualProperty,includingtherighttolicensetoothers; and
   2. anyandallgoodwillarisingfromRetailPartner’suseofCompany’sIntellectualPropertyshall inureexclusivelytoCompanywithoutanycompensation.
6. RetailPartnerherebyagreesandundertakesthatatanytime:
   1. it shall not take any action, which shall or may impair Company’s right, title or interest in the Intellectual Property, or create any right, title or interest therein or thereto, adverse to that of Company;
   2. itshallnotusetheIntellectualPropertytogetherwithanyothermarkormarksoranyotherpart of trademark;
   3. itshallnotmisuseorpermitsuchunauthorizeduseoftheIntellectualProperty;
   4. It shall use the Intellectual Property only in the form and manner stipulated by Company from timetotimeandshallobserveanydirectionsgivenbyCompanyfromtimetotime,includingas to the colours and size of the representations of the logo, the manner and disposition on any printed matter including the signage on the interior and exterior of the Retail Partner’s office premisesand any accompanying leaflets, brochures or other advertising materials prepared by the Retail Partner etc.;
   5. itshallnotusetheIntellectualPropertythatisnotpreviouslyprovidedforbyCompanywithout Company’spriorwrittenconsent;
   6. it shall bring to Company’s notice all cases of infringement or passing off of Company’s Intellectual Property or registration or attempted registration of the same or of any other intellectualpropertysimilarthereto.IntheeventCompanyundertakesanyoppositiontoorany action to restrain or punish such act or acts in accordance with Applicable Laws, the Retail PartnersagreestocooperatefullyandfreelywithCompanyincludingprovidingallthenecessary information, documentation and records in Retailer’s possession or control. If required by Company,theRetailPartnershallpermitCompanytoundertakesuchoppositionoractioninthe name of the Retail Partner. The costs of any such action shall be borne by the Parties in such proportion as may be mutually agreed upon; and
   7. it shall render to Company all assistance in connection with any matter pertaining to the protectionoftheIntellectualPropertywhetherincourts,beforeadministrativeagencies,within or without India, or otherwise.

13. INDEMNIFICATION

1. RetailPartnershallindemnify,defendandholdCompanyandRelatedEntitiesharmless(includingtheir respective employees, directors, agents, affiliates and representatives) from and against any and all claims,costs,losses,damages,judgments,taxassessments,penalties,interestandexpenses(including without limitation attorneys’ fees) arising out of or relating to:
   1. anyactualorallegedbreachoftheRetailPartners’representations,warranties,orobligations setforthinthisAgreement,includingwithoutlimitationanyviolationofCompanyRules;
   2. wrongfulorimproperuseofCompany’stechnologiesandIntellectualProperty;
   3. violationofanythird-partyright,includingwithoutlimitationanyrightofprivacy,publicityrights or intellectual property rights;
   4. anymisconductduringthecourseofprovisionofServicesunderthisAgreement;
   5. anymisuseofrights,powersorauthoritygrantedbyCompanyinconnectionwithappointment as a Retail Partner;
   6. violationofanylaw,ruleorregulationofIndiaoranyothercountry;and/or
   7. any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person orentity that arises out of or relates to any of the above.
2. Inaddition to any rights available to Company under any other provision of this Agreement, Company reservestherighttoimposesuchpenaltiesasitdeemsfitontheRetailPartnerinrelationtoanyevent set out in Clause 13.1 above.

14. ERRORS, INACCURACIES AND OMISSIONS

1. RetailPartneracknowledgesandagreesthatoccasionallytheremaybeinformationonthePlatformor intheWebsitethatcontainstypographicalerrors,inaccuraciesoromissionsthatmayrelatetoproduct or servicesdescriptions,pricing,promotions,offers,transactiontimesetc.Companyreserve theright to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in Website and/or Platform is inaccurate at any time without prior notice.
2. It is hereby agreed and clarified by the Parties for avoidance of doubt that Company shall not be responsibleforanyofitsobligationsunderthisAgreementincludingwithrespecttoCompanyServices due to reasons beyond Company’s control such as down time of servers, viruses, strikes, technical snags,systemcompatibility,naturalcalamities,actsofwar,terroretc.RetailPartneragreestonothold the Company liable for any delay or adverse effect caused due to the occurrence of such an event.
3. Retail Partner acknowledges and agrees that Company shall not be held liable or responsible in the eventofanyintentionalorunintentionalactofcompromisingauthenticationmeasuresoftheWebsite or Platform, such as sharingone’s password or login credentials with any third party, whichresults in any liability, financial or no-financial losses and/or damages to the Retail Partner, in the event of any fault, default or misconduct of any kind.

15. MISCELLENOUS

1. Jurisdiction: This Agreement shall subject to the provisions of Clause 15.2, be subject to the exclusive jurisdiction of the courts of Jaipur, Rajasthan.
2. Dispute Resolution: Parties shall attempt in good faith to resolve any disputes, differences or claims arising out of or relating to this Agreement promptly by negotiation amongst Retail Partner and Company. Any dispute that is not amicably settled shall be finally settled by arbitration conducted in accordancewiththe(Indian)ArbitrationandConciliationAct,1996(asamended).Thearbitrationshall be conducted by a sole arbitrator to be appointed mutually by the Parties. The seat and venue of arbitrationshallbeMumbai,India.ThearbitrationshallbeconductedinEnglishlanguageandarecord oftheproceedingsshallbemaintainedinEnglish.Theawardrenderedbythearbitratorsshallbefinal and binding upon the Parties in dispute. This sub-clause 15.2 shall not prevent the Parties from approaching a court of competent jurisdiction for injunctive / interim relief
3. Entire Agreement: This Agreement, terms and conditions provided in the Website and/or Platform (as amendedfromtimetotime)andanydocumentsreferredtoinitcontaintheentireagreement between the Parties, and supersedes any prior agreements, representations or communications, written or oral, amongst them relating to its subject matter
4. RighttoAmend:NotwithstandinganythingcontraryinthisAgreement,Companyhastherighttochange or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Company Services and/or Platform with notice that Company in its sole discretion deems to be reasonable inthe circumstances, including such notice on the Website or any other website maintained or owned by Company for the purposes of providing Company Services in terms of this Agreement. Any use of the Company Services and/or the Platform after the publication of any such changes shall constitute acceptance of this Agreement by the Retail Partnerasmodified.However,anydisputethatarosebeforethemodificationshallbegovernedbythe Agreement (including the binding individual arbitration clause) that was in place when the dispute arose
5. Relationship: Nothing in this Agreement shall be deemed to constitute a partnership between the parties or constitute either Party the agent and/or the employee of the other for any purpose
6. Partial Invalidity: If any provision of this Agreement or the application thereof to any Person or circumstanceshallbeinvalidorunenforceabletoanyextentforanyreasonincludingbyreasonofany Applicable Law, the remainder of such provision and/or this Agreement and the application of such provision topersonsor circumstancesother than thosewhich are held tobeinvalidor unenforceable shall not be affected thereby, and each remaining provision of this Agreement shall be valid and enforceable tothe fullestextentpermitted byApplicable Law.Any invalid or unenforceableprovision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision
7. Notices:To Company Anyamendment,notice,orother communication under this Agreement by Retail Partner to Company shall be sent by personal delivery or courier or email/facsimile or by registered mail at the addresses set forth below (or at such other address or through such other medium as the Company may previously have notified Retail Partner in writing):
   Address: 1st Floor Parth Chirnjivi Tower Near Pratap Circel Kalwar Road Jhothwara Jaipur(Raj.)
   Grievanceofficer:
   Email: : legal@jaishreepay.com
   CompanySecretary:
   Email: : Yogendra@jaishreepay.com
   ToRetailPartner Anyamendment,notice,orothercommunicationunderthisAgreementbyCompanytoRetailPartner shallbesenteitherby:(a)personaldeliveryorcourieroremail/facsimileorbyregisteredmailas provided in RAF; (b) communication on the Website and/or Platform; or (c) at such other address or through such other medium as the Company may previously have notified Retail Partner in writing.
8. Waiver: The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or the waiver of other rights or remedies. NosingleorpartialexerciseofarightorremedyprovidedbythisAgreementorbylawpreventsfurther exercise of the right or remedy or the exercise of another right or remedy. Any waiver must be in writing and signed by the Party sought to be bound.
9. Assignment:ThisAgreement,oranyrightorinterestherein,shallnotbeassignablebytheRetailPartner exceptwiththepriorwrittenconsentoftheCompany.CompanyshallbefreetoassignthisAgreement, or any right or interest herein, to any Person including but not limited to Related Entities.
10. Rights of Retail Partner: The rights granted to the Retail Partner under this Agreement are nonexclusive, and the Retail Partner acknowledges that Company has and retains all rights except those expressly granted to the Retail Partner under this Agreement.
11. SpecificPerformance: Retail Partner agree that damages may not be an adequate remedy and that they shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary orappropriatetorestrainRetailPartnerfromcommittinganyviolationorenforcetheperformanceof the covenants, representations and obligations contained in this Agreement. These injunctive remediesarecumulativeandareinadditiontoanyotherrightsandremediestheCompanysmayhave at Applicable Law or in equity, including a right for damages.
12. Survival: The provisions of this Agreement, which by their nature are intended to survive the termination or expiration of this Agreement, including without limitation, the provisions of Clause 11 (Non-compete, Non-solicitation and Non-Disclosure Covenants), Clause 9 (Representations and Warranties),Clause13(Indemnity)andClause15(Miscellaneous)shallsurvivetheterminationofthis Agreement.