This document (“Terms”) is an electronic record in terms of Information Technology Act, 2000 and rules thereunder, as applicable and the amended provisions pertaining to electronic records in various statutes, as amended from time to time by the Information Technology Act, 2000. 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 and Digital Media Ethics Code) Rules, 2021 that requires publishing of the rules and regulations, privacy policy and Terms for access or usage of mobile applications.

These Terms govern the access or use by you (“you”, “your”, “Merchant”, and “User”) of the Services (defined hereunder) provided by udaanpay mobile application (“Mobile Application”) offered by Hiveloop E-Commerce Private Limited (“HEPL”, “We”, “Us”, or “Our”) a company incorporated under the Companies Act, 2013 with its registered office at 1st Floor of South Wing “TWA - SJR - The Hub” situated at Survey Number 8, 2 & 9, Sarjapur Main Road, Sarjapur - Marathahalli Road, Bellandur, Bengaluru, Karnataka, PIN- 560102, India.

Please read these Terms carefully before accessing or using the Services (as defined below). By installing, downloading or even merely using the Mobile Application, you shall be contracting with HEPL, and you signify your acceptance to these Terms, any additional terms, conditions, guidelines and rules that we provide to you (such as specific offers, promotions, discounts, etc.), including in connection with your use of the Services we may offer or make available to you (“Additional Terms”), other HEPL policies (including but not limited to the Privacy Policy), and the terms and conditions of the Payment Aggregator, Yes Bank available here (“Payment Aggregator Terms”), as posted on the Mobile Application and amended from time to time, which takes effect on the date on which you download, install or use the Mobile Application, and thereby create a legally binding arrangement to abide by the same. Further, by furnishing Your personal information You consent to HEPL accessing Your personal information for the purpose of rendering the Services, You also agree that You are interested in availing the Services through the Mobile Application in accordance with these Terms.

HEPL retains an unconditional right to modify or amend these Terms and Privacy Policy. You can determine when these Terms were last modified by referring to the “Last Updated” legend above. You can access the latest version of these Terms at any given time on the Mobile Application. You should regularly review the Terms on the Mobile Application. Your continued use of and access to the Mobile Application shall be Your consent to such changes. In the event the modified Terms are not acceptable to You, You should discontinue accessing the Mobile Application.

PLEASE READ THE TERMS CAREFULLY BEFORE PROCEEDING. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE MOBILE APPLICATION OR THE SERVICES PROVIDED BY THE MOBILE APPLICATION OR HEPL.

All capitalized terms not defined in this document shall have the meanings ascribed to them in the Privacy Policy of the Mobile Application, which can be found here.

1. PERSONAL DATA AND PURPOSE OF COLLECTION

• “Applicable Law(s)” shall mean any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, enactment, regulation, ordinance, rule, judgment, notification, direction, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Terms or at any time thereafter.
• “Business Day” shall mean [Monday to Saturday, 09:00 AM to 06:00 PM and shall not include such days on which the banking institutions in India are authorized or obligated under the Applicable Law to remain closed;]
• “Bank Account” shall mean the bank account identified by the User/ Merchant on the Mobile Application for credit / debit of funds;
• “Customer” shall mean the Person availing / purchasing products and/or services offered by the Merchant, the payments in respect of which are facilitated through the QR Code provided by Mobile Application;
• “Device” shall mean any mobile phone, tablet, or other electronic device capable of accessing the Mobile Application;
• “Effective Date” shall mean April 4th 2025: 0000 hours;
• “Governmental Authority” shall mean any:
  • government (central, federal, state or otherwise) or sovereign state;
  • any regulatory bodies, including the RBI and the Securities and Exchange Board of India;
  • any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity, department or authority, or any political subdivision thereof; or
  • international organization, agency or authority,
  including, without limitation, any stock exchange or any self-regulatory organization, established under any Applicable Law (to the extent acting in its capacity as a government entity and not as a contracting or private party).
• “including” herein shall always mean “including, without limitation”.
• “Merchant”, “You”, “Your” and “User” means a person who has registered on the Mobile Application to avail the Services;
• “Order” shall mean a request placed by the Customer for availing product and/or service offered by the Merchant, payment of which is undertaken through QR Code;
• “Payment Aggregator” shall mean Yes Bank Limited;
• “Payment Aggregator Terms” shall mean terms and conditions of the Payment Aggregator, Yes Bank India, available here.
• “person” or “Person” (or to a word importing a person) shall be construed so as to include:
  • individual, sole proprietorship, firm, partnership, limited liability partnership, trust, joint venture, company, corporation, body corporate, incorporated or unincorporated body, association, organisation, any Governmental Authority or other entity or organisation (whether or not in each case having separate legal personality), and
  • that person’s successors in title, executors, and permitted transferees and permitted assignees.
• “Product” shall mean udaanpay QR Sticker, udaanpay QR Standee and udaanpay Soundbox, collectively;
• “QR Code” shall mean Quick Response Code that is a scannable image displayed by the udaanpay QR Sticker, udaanpay QR Standee and udaanpay Soundbox. Scanning this code allows the Payment Aggregator to receive the payment and process the Transaction;
• “QR Code Services” shall mean the services provided by the Mobile Application that enable the generation of a static QR Code(s) which can be placed at Merchant establishments for enabling Transactions;
• “RBI” shall mean the Reserve Bank of India;
• “Services” shall include:
  • providing the Product and QR Code Services; and
  • providing Transaction details and summary basis inputs from the Payment Aggregator.
• “Support Channels” shall mean email, phone support or in-app chat feature enabled in the Mobile Application through which Merchants can seek technical assistance, report issues, or request information related to QR Code Services, and other Services/ Transactions;
• “Transaction(s)” means the processing of the Transaction Amount for an Order by the Customer to the Merchant through the QR Code;
• “Transaction Amount” means the amount paid by the Customer in connection with Transaction;
• “udaanpay QR Sticker” shall mean a physical sticker featuring QR code provided through the Mobile Application, enabling Customers to scan and initiate Transactions for Merchants linked with the Payment Aggregator;
• “udaanpay QR Standee” shall mean a standalone display unit featuring QR code provided through by the Mobile Application, enabling Customers to scan and initiate Transactions for Merchants linked with the Payment Aggregator;
• “udaanpay Soundbox” shall mean portable, audio-enabled device featuring QR Code provided through the Mobile Application that provides real-time voice confirmations of successful Transactions, enabling Customers to scan and initiate Transactions for Merchants linked with the Payment Aggregator; and
• “Nodal Account” means the internal account of the Payment Aggregator opened and maintained for receiving payments from Merchants.

2. ELIGIBILITY CRITERIA

The Mobile Application is available for use and access to Users who can form legally binding contracts under Indian Contract Act, 1872. If you represent an entity, organization, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organization, or legal person to these Terms.

3. REGISTERING ACCOUNT

In order to avail the Services, You will be required to create an account on the Mobile Application by setting up a username and password which will be linked to your phone number and email address (“Account”).

• While registering the Account on the Mobile Application You will be required to furnish Your details (name, phone number, address), Your Bank Account details (PAN, account number, IFSC Code, name of account holder) and Your business details, (business name, business address, GSTIN) and/ or any other information that may be required by HEPL.
• You are solely responsible for the information You provide to us. You shall ensure and confirm that the Account information and all information provided by You is complete, accurate and up-to-date. If there is any change in the Account information, or if any information is found to be incomplete or incorrect, You shall promptly update your Account information on the Mobile Application or request HEPL for information revision or update. If You provide any information that is untrue, inaccurate, unauthorised, not current, or incomplete (or becomes untrue, inaccurate, not current, or incomplete), or if HEPL has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, HEPL has the right to refuse any and all the Services.
• You agree and acknowledge that we may directly or through a third-party service provider validate the information provided by you on the Mobile Application.
• You agree to furnish additional information and provide documentary proof as may be requested by us, from time to time, for the purposes of verification of Your user account information.
• We reserve the right to seek additional information from You about You and Your business, from time to time and you consent to provide such additional information to continue using the Mobile Application.
• By providing the Bank Account details, you represent, warrant, and covenant that: (i) you are legally authorized to provide such Bank Account details; (ii) you are legally authorized to undertake Transaction using such Bank Account Details; and (iii) such action does not violate the terms and conditions applicable to Your use of such Bank Account details or Applicable Law.
• Further, the information provided by you at the time of registration process, including your Bank Account details, shall be shared and maintained with the Payment Aggregator and You hereby provide your consent for HEPL to share and authorize the Payment Aggregator to maintain this data for the purpose of facilitating the Transactions.
• By accessing or using the services provided by HEPL, you acknowledge that you have read, understood, and agree to be bound by the terms of Privacy Policy of Mobile Application. This Privacy Policy outlines how HEPL collects, uses, stores, and discloses your personal information, including but not limited to, the types of personal information collected, the purposes for which it is used, and the circumstances under which it may be shared with third parties. You further consent to the processing of your personal information in accordance with the terms set forth in the Privacy Policy and understand that your continued use of the services constitutes your acceptance of any updates or changes made to the Privacy Policy from time to time.

4. TRANSACTIONS

• HEPL will provide QR Code Services to the Merchant through Mobile Application in order to enable the Merchant to receive payments from Customers’ account for services provided at the Merchant’s outlet.
• The payments initiated by the Customer using the QR Code each day will be processed and settled by the Payment Aggregator into the Merchant Bank Account by the following business day, subject to the Payment Aggregator’s processing schedules and policies.
• In an event of any unsuccessful payments, the money so debited shall be credited back to the source account in accordance with Payment Aggregator Terms available here. It is clarified that all Transactions shall be strictly between the Merchant and its Customer and processed by the Payment Aggregator; HEPL shall not be liable for any action or inactions by the Payment Aggregator in respect of settlement of funds or any aspect in relation to the Transaction;
• In an event of failure of the Transaction, the settlement funds will be processed by the Payment Aggregator subject to Applicable Laws.
• Users can view their Transaction history on the Mobile Application, including details such as the transaction amount, date, time, Customer’s UPI ID, name and the status of payments received from Customers;
• In an event of any discrepancies or errors in the Transaction history provided on the Mobile Application the Merchant must promptly notify HEPL via the Support Channels. HEPL will review and address the issue in a timely manner and as per the mechanism prescribed under Grievance Mechanism of this Terms;
• HEPL shall not be liable for any liability arising out of the error, failure, disruption, of a Transaction, and/or legality of a Transaction. Please reach out to your bank for any issues arising out of any Transaction.

5. ACCEPTANCE OF THE ADDITIONAL TERMS

• Merchant acknowledges that the Services are being provided to you on a ‘as is’ and ‘as available’ basis and may be interrupted while transacting, using, or uploading information on the Mobile Application. User agrees that we reserve the right to suspend the Services, forthwith without assigning any reason whatsoever, at our sole discretion.
• HEPL may at any time with or without notice, withdraw, terminate, and/or suspend any or part of the Services without cause or in case of any breach of the Terms by the User. In addition, termination of any or part of any Services shall not impact provision of other services or other business arrangements or agreements which the User may have entered into with HEPL.
• You agree and confirm that any Services provided to You by HEPL are on best efforts basis and HEPL may engage services of third-party service provider(s) to facilitate such Services to you. We shall not in any manner be liable to you for failure or delay in providing the Services or for any temporary disablement, permanent discontinuance of the Services by us or for any consequences resulting from such actions or reasons that are beyond our reasonable control.
• You agree that all Transaction Amounts collected by the Payment Aggregator shall be settled with You in accordance with Payment Aggregator Terms.
• A set of user ID and OTP (One Time Password) or password is unique to a single account. Any action triggered on your user account on the Mobile Application or by using the unique OTP will be deemed to have been authorized by you and with your express consent. You shall be solely responsible for maintaining the confidentiality and security of your user ID and password and for all activities that occur under your account. You agree that all activities that occur under your account (including without limitation, clicking to accept any terms & conditions or rules) will be deemed to have been authorized by you.
• When you access the Mobile Application, you are electronically communicating with HEPL. HEPL may communicate with you by e-mail, SMS, WhatsApp messages or messages through other modes of communication, phone call or by posting notices on the Mobile Application or by sending in-app notifications or any other mode of communication. For contractual purposes, you consent to receive communications (including transactional messages) in the above manner, from HEPL with respect to your use of the Mobile Application and it shall be deemed by your continued use of the Mobile Application that you agree and consent to receive any communications from HEPL.
• When you access the Mobile Application, you authorize HEPL to collect, store, and share Merchant data with third-parties, authorities, and partners as per Applicable Laws. Merchant data may be retained post-account deletion if required under Applicable Laws. HEPL may use Merchant data for analytics, trends, service enhancements, and sharing with affiliates. Data related to orders, transactions, and communications may be stored, analyzed, and shared for operational and regulatory purposes. For more details on data collection, storage and processing, please refer to the Privacy Policy.
• Merchant undertakes and agrees that :
  • Merchant does not have any mala fide intention of duping any Customer;
  • Merchant does not sell or engage in fake/ counterfeit/ prohibited or restricted products or services;
  • Merchant account is not opened under an anonymous or fictitious/benami name.
  • Merchant’s infrastructure is in accordance/ compliance to the PCI-DSS and PA-DSS (as applicable); and
  • Merchant adheres the minimal baseline security controls under RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, March 2020.
• You undertake that the following information is clearly displayed on Your website, at the time of Your onboarding on the Mobile Application as a Merchant:
  • Terms and Conditions: including name of legal entity, description of the products/ services sold, explanation of whether subscription-based or instant payments occur, and, if applicable, description of third parties that provide the product or service.
  • Privacy Policy: including a description of the cookie policy and which data is collected, stored or used with third parties or otherwise for provision of its products or services.
  • Delivery Information: including the timeline for delivery of product or service.
  • Refund Policy: including the terms and services of service along with timelines and process for initiating return/ exchange or cancellation of the product/ service, the checks required, and the timeline and process for providing a refund to the Customer.
  • Contact Information: including legal entity name, email, and phone number for the Customer to raise queries as well as a clear grievance redressal mechanism and the contact details for the same.
  • Checkout and payment process: providing for:
    • the Merchant’s legal entity name, trading name (if applicable), company registration number, and company location;
    • a checkbox that says, “I agree to the Terms and Conditions and the Refund and Cancellation policy” with hyperlinks to the related documents.
• Merchant acknowledges and undertakes to ensure that:
  • The Merchant’s checkout and payment page is secured;
  • The Merchant shall at all times be in compliance with Payment Card Industry - Data Security Standard (PCI-DSS) and Payment Application – Data Security Standard (PA-DSS) and ensure incident reporting as noted in Terms and RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, March 2020;
  • The Merchant is / will be in compliance with (a) any and all additional guidelines that are released by RBI post the Execution Date or any other Governmental Authority; and (b) instructions issued by the Payment Aggregator and communicated to the Merchant in writing; and
  • The Merchant shall fulfill his roles and responsibilities in terms of sorting/ handling complaints, refund/ failed transactions, return policy, customer grievance redressal (including turnaround time for resolving queries), dispute resolution mechanics, reconciliation, etc.

6. USER’S REPRESENTATIONS AND OBLIGATIONS

• HEPL may allow Users to access content, products or services offered by third-parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third-parties’ websites. You are cautioned to read such third-parties’ terms and conditions and/or privacy policies before engaging with such content, products or services on Mobile Application. You acknowledge that HEPL has no control over such third-parties’ websites and shall not be responsible or liable to anyone for such websites, or any content, products or services made available on such websites.
• You agree to keep confidential all information submitted by Customers on Your platform. You undertake that You have requisite encryption and robust security measures to prevent any hacking of the information of the Customer.
• You shall not ask Customer to disclose any confidential or personal data, which may be prejudicial to the interests of the Customer.
• You agree that Customer data and transaction data generated/ collected under the Terms shall only be stored in systems located in India.
• You shall comply with (a) any and all additional guidelines that are released by RBI or any other Governmental Authority; and (b) instructions issued by the Payment Aggregator and communicated by HEPL, once You are onboarded on the Mobile Application.
• You agree that You have (a) adequate mechanism for sorting/ handling of Customer complaints (including turnaround time for resolving queries), and (b) policy for return of products and refund of money in case of failed transactions or otherwise.
• You agree not to undertake any action which may undermine the integrity of HEPL’s feedback system.
• You agree that the Mobile Application or any portion of the Mobile Application shall not be reproduced, duplicated, copied, sold, resold or otherwise exploited for commercial purposes.
• You agree to not frame or utilise the framing techniques to enclose any trademark, logo or any other proprietorship information of the Mobile Application.
• Subject to compliance with the Terms, HEPL hereby grants You a personal, non-exclusive, non-transferable, limited, revocable privilege to access and use the Mobile Application. You agree to use the Mobile Application only: (a) for purposes that are permitted by the Terms; (b) in accordance with any applicable law, regulation or generally accepted practices or guidelines; and (c) for availing the Services through the Mobile Application. You agree not to engage in activities that may adversely affect the use of the Mobile Application, including activities mentioned in the ‘negative list’ of the Payment Aggregator Terms, as amended from time to time, which can be found here.
• You agree, undertake, and confirm that Your use of Mobile Application shall be strictly governed by the following binding principles:
  • You will not host, display, upload, modify, publish, transmit, store, update or share any information which:
    • belongs to another person and to which You do not have any right to;
    • is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;
    • involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming” or messages using HEPL’s communication platform;
    • promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
    • infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity;
    • provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
    • contains video, photographs, or images of another person (with a minor or an adult);
    • solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal;
    • refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Mobile Application or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms;
    • harm minors in any way;
    • violates any law for the time being in force;
    • deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
    • impersonate another person;
    • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
    • threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
    • shall not be false, inaccurate or misleading; and
    • shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of Applicable Law, rule, regulation or guideline for the time being in force.
  • You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Mobile Application or any content on the Mobile Application, or in any way reproduce or circumvent the navigational structure or presentation of the Mobile Application or any content on the Mobile Application, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Mobile Application. HEPL reserves its right to bar any such activity.
  • User shall not attempt to gain unauthorized access to any portion or feature of the Mobile Application, or any other systems or networks connected to the Mobile Application or to any server, computer, network, or to any of the Services offered on or through the Mobile Application, by hacking, password “mining” or any other illegitimate means.
  • Each User shall at all times, adhere to our Code of Conduct available at https://udaan.com/pages/code-of-conduct/md, while discharging its obligations under the Terms.
  • You shall ensure that at all times, you and your employees, sub-contractors, service providers, etc. shall comply with all applicable modern slavery and human trafficking laws in force and specified in the Code of Conduct.

7. BREACHES AND SUSPENSION

• If any User breaches any Terms, or if HEPL has reasonable grounds to believe that a User is in breach of any Terms, or could subject HEPL or its affiliates to liability, or is otherwise found inappropriate or unlawful in HEPL’s opinion, HEPL shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:
  • suspending or terminating the User’s account and any and all accounts determined to be related to such account by HEPL in its discretion;
  • blocking, restricting, downgrading, suspending or terminating the access to, or current or future use of any Service;
  • require Payment Aggregator to withhold settlement of payments due to the User in accordance with Applicable Laws;
  • any other corrective actions, discipline or penalties as HEPL may deem necessary or appropriate in its sole discretion.
• Notwithstanding anything contained herein these Terms, HEPL may with or without notice and in its sole discretion be entitled to suspend, de-activate User’s account for any reasons, including without limitation, economic constraints, operational difficulties, financial implications, usage behavior of the User on the Mobile Application, performance of the User on the Mobile Application, etc.
• HEPL reserves the right to cooperate fully with governmental authorities, private investigators, injured third parties in the investigation of any suspected criminal or civil wrongdoing and/or any third parties alleging a claim against you. Further, HEPL may disclose the User’s identity and contact information, if requested by Payment Aggregator , government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.

8. LIMITATION OF LIABILITY AND INDEMNITY

• To the maximum extent permitted by law, the Services provided by HEPL on or through the Mobile Application are provided “as is”, “as available” and “with all faults”.
• HEPL shall not in any way be liable or responsible for any failure or delay in the performance of its obligations under these Terms, if such failure or delay is caused due to interruptions, disruptions or failure in third party networks or platforms used for providing the services.
• HEPL shall not in any way be liable or responsible for any failures, delays, errors, or losses arising from or in connection with payment settlement by the Payment Aggregator in relation to processing of the Transaction.
• HEPL is not responsible for the quality or merchantability of any of the products or services sold, offered to the Customer by the Merchant under these Terms. Any issues and/ or disputes regarding the purchase, sale, quality, quantity, merchantability, non-delivery, and delay in delivery of the products or services or otherwise will be dealt with, by and between Merchant and the Customer directly and HEPL shall not be a party to such dispute. In the event a Customer raises a dispute on any grounds relating to the quality or merchantability of the products or services, such matters shall be forwarded by HEPL to the Merchant, and the HEPL shall not have any liability whatsoever in relation to the same.
• HEPL not be liable to any person/ third parties including the Merchant for any dispute between, one or more of, Merchant, Customer or any third party.
• HEPL shall not be liable for any delay on the part of the Merchant to intimate the settlement process. The settlement time shall in accordance with the terms of these Terms.
• HEPL shall not be liable to any person for any losses/ damages arising out of or in connection with the performance or non-performance of its obligations under these Terms. Notwithstanding anything to the contrary stated herein, in no event shall HEPL be liable for any incidental, indirect, special, punitive or consequential damages whatsoever caused to the Merchant or any third parties.
• Each User agrees to indemnify HEPL, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) submission, posting or display of any User Content; (ii) from your use of the Mobile Application or Services; (iii) from your breach of the Terms or breach of any applicable laws; (iv) any service availed by you from a third party service provider using any dispute inter-se Users; and/or (vi) your negligence or willful misconduct.
• Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of HEPL for any claims that may arise in connection with these terms shall not exceed an amount of INR 1000/-.
• Under no circumstances will HEPL be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from the use of or inability to use the Services, or any information provided by the User(s) under these terms, however caused and whether arising in contract, tort, negligence, warranty or otherwise.

9. UPDATES AND CHANGES

• Any changes to Terms will be communicated by us posting an amended and restated Terms on the Mobile Application.
• Once posted on the Mobile Application the new Terms will be effective immediately.
• Your continued use of the Mobile Application shall be deemed to be your acceptance to the provisions of the Terms.
• User(s) agrees that any information HEPL hold about User (as described in this Terms and whether or not collected prior to or after the new Terms became effective) will be governed by the latest version of the Terms.

10. INTELLECTUAL PROPERTY RIGHTS

• HEPL is the sole owner or lawful licensee of all the rights and interests in the Mobile Application and the Mobile Application content. All title, ownership and intellectual property rights in the Mobile Application and Mobile Application content shall remain with HEPL or licensors of the Mobile Application content, as the case may be. All rights not otherwise claimed under the Terms or by HEPL are hereby reserved.
• You must not use any part of the content on our Mobile Application for commercial purposes without obtaining a license to do so from HEPL or licensors of the Mobile Application. If you print, copy, or download any information from Mobile Application in breach of these Terms, your right to use Mobile Application will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made.
• “udaanpay” and any other related icons and logos are registered trademarks of HEPL, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
• You shall be solely responsible for any content or information posted or transmitted on the Mobile Application by You and shall indemnify HEPL against any claim or liability arising from any content or information posted or transmitted by You on the Mobile Application.
• We may request you to submit suggestions and other feedback, including bug reports and vulnerability disclosures, relating to the Services from time to time (“Feedback”). We may freely use, copy, disclose, publish, display, distribute, and exploit the Feedback we receive from you, without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of your intellectual property rights.
• Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to Our or any third-party’s intellectual property rights.

11. GOVERNING LAWS AND JURISDICTION

Any dispute arising out of or in connection with these Terms and the policies, including disputes on the conclusion, the binding effect, the amendment and the termination, shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Bangalore, Karnataka, India.

12. FORCE MAJEURE

Under no circumstances shall HEPL be held liable for any losses, delay or failure or disruption of the Services delivered through the Mobile Application resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, epidemics, pandemics, curfews, lock-down, orders of domestic or foreign courts or tribunals or non-performance of third-parties.

13. MISCELLANEOUS PROVISIONS

• Unless otherwise communicated to you by HEPL, the Terms constitute the entire agreement between User and HEPL and govern the User’s use of the Mobile Application and any of the Services. The Terms shall supersede any prior written or oral agreements that you may have had in relation to the use of the Mobile Application and any of the Services.
• HEPL and Merchants are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by the Terms. The relationship between Merchants and the Mobile Application is one of independent contractors, and nothing contained in these Terms will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow you to create or assume any obligation on our behalf for any purpose whatsoever.
• If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
• HEPL’s failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right nor a waiver of HEPL’s right to act with respect to subsequent or similar breaches.
• HEPL shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of HEPL). User may not assign, in whole or part, the Terms to any third party or person.
• All notices, requests, demands, and determinations for the Mobile Application under these Terms (other than routine operational communications) shall be sent to Hiveloop E-Commerce Private Limited, 1st Floor of South Wing, “TWA - SJR - The Hub” situated at Survey Number 8, 2 & 9, Sarjapur Main Road, Sarjapur - Marathahalli Road, Bellandur, Bengaluru, Karnataka, PIN- 560102, India.
• No third party shall have any rights to enforce any terms contained herein.

14. DATA BREACH AND INTIMATION

Users must immediately inform HEPL through the Grievance Officer (details of which are given hereunder) in case it suspects or purports any incident of data breach, data leak, critical data being compromised, unauthorized access, intrusion, malicious code attack, server attack, identity theft, spoofing, phishing attack, denial-of-service, attack on critical infrastructure, etc., during the use of Services provided by the Mobile Application to the Merchant.

15. SUPPORT CHANNELS

• HEPL has a contractual agreement with the Payment Aggregator to facilitate the resolution of grievances and complaints for Users registered on the Mobile Application. HEPL will assist users in addressing issues related to the Services provided through the Mobile Application.
• Users may submit any grievances related to the Mobile Application or payment issues to HEPL through the available Support Channels. HEPL will ensure timely acknowledgment and processing of the complaint.
• If a grievance or complaint is not resolved to the User’s satisfaction by HEPL, the matter will be escalated to the Payment Aggregator for further investigation. If necessary, the issue may then be referred to the User’s bank.

  Payment Aggregator Yes Bank Limited

  Grievance Redressal India - 1800 1200 (Toll Free) Timings – 8:00 AM - 8:00 PM (Post 8 PM till 8 AM only critical services offered) Email - Yespaybizsupport@yesbank.in For more information on Grievance Mechanism of Payment Aggregator, please refer to Payment Aggregator Terms, available here.

• After exercising the above avenues for resolution, the User may approach the Banking Ombudsman or the Ombudsman for Digital Complaints, depending on the nature of the grievance, for independent resolution.
• HEPL will keep the User informed about the status of their grievance or complaint through the Mobile Application or alternative communication methods, including email or telephone. Regular updates will be provided until the issue is resolved.
• GRIEVANCE REDRESSAL

  Grievance Officer,

  Hiveloop E-Commerce Private Limited,
  1st Floor of South Wing “TWA - SJR - The Hub” situated at Survey Number 8, 2 & 9,
  Sarjapur Main Road, Sarjapur - Marathahalli Road, Bellandur, Bengaluru, Karnataka
  PIN- 560102, India
  Email: udaanpay-support@udaan.com
  Time: Monday - Saturday (09:00 AM - 06:00 PM)