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ZWITCH DEVELOPER TERMS OF USE

This Zwitch Developer Terms of Use ("Terms") is an agreement between You (defined below) and Open Financial Technologies Private Limited (hereinafter referred to as “Open”, “We”, “Us” or “Our”, which expression shall mean and include its officers, successors and assigns) and applies to Your (defined below) access to and use of the domain https://zwitch.io and all products/services provided thereunder (together referred to as “Platform”, which shall include all sub-domains related thereto). These Terms apply to all the Developers (defined below) who use or are onboarded on to the Platform, operated by Open.

By registering for, accessing and/or using the Platform, You acknowledge that You have read, understood and agree to be legally bound by these Terms. If You do not agree to these Terms, You must not use or access the Platform or avail any products or services offered on the Platform. We reserve the right to modify or terminate any portion of the Platform or the services offered by Us or amend the Terms for any reason, without notice and without liability to You or any third party. To make sure You are aware of any changes, please review the Terms periodically. Open may require You to provide Your consent to the Terms, as updated, in a specified manner before any further use of the Platform and the services offered on the Platform. If no such separate consent is sought, Your continued use of the Platform will constitute Your acceptance of such changes and the updated Terms will be effective from the time We publish it. You may withdraw or vary Your consent for Us to provide the Platform to You at any time by providing Us a written intimation to [email protected] or/and [email protected].

These Terms available at https://www.zwitch.io/developer-terms-of-use, together with the Privacy Policy available at https://www.zwitch.io/privacy and End User Terms (defined below) available at https://zwitch.io/end-user-terms (collectively "Zwitch Agreements"), apply to Your access and use of the Platform, Zwitch Services (defined below) and the Developer Tools (defined below). The foregoing constituents of the Zwitch Agreements shall at all times, be read together and shall be deemed to be incorporated herein by reference.

These Terms are an electronic record in terms of Information Technology Act, 2000 (“IT Act”), the applicable rules thereunder and the provisions pertaining to electronic records under various statutes as amended by the IT Act. This electronic record is generated by a computer system and does not require any physical or digital signatures. These Terms are published in accordance with the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 framed under the IT Act (as amended from time to time), that require publishing the terms of use for access or usage of the Platform. Unless otherwise defined, all capitalized terms used hereunder shall have the meaning ascribed to them as per these Terms.

  1. Definitions

    1.1 "API" shall mean each of the application programming interfaces that is made available by Open to the Developer on the Platform including the API modules listed in the Annexure A, which are used by Developers to interface with Zwitch Services.

    1.2 “API Call” shall mean a call from or to an Application via an API to interact with the Zwitch Services.

    1.3 “API Credentials” shall mean the API access key and secret key or any other credential pattern that We may allocate to You, from time to time.

    1.4 “Application" shall mean a third-party software application that contains embedded calls to an API offered by Open. An Application may run on a web-based or non-web-based platform.

    1.5 “Application Review” shall mean the process through which We, or a third party designated by Us, reviews Your Application and any information provided by You to decide whether Your Application for Live Access can be approved.

    1.6 “Developer", “You” or “Yours” shall mean anyone who accesses or uses the Developer Tools, and/or agrees to these Terms.

    1.7 “Developer Tools” shall mean the APIs, API Credentials, SDKs, Documentation, Sandbox, Live Access, developer’s portals on the Platform, technical support, and all other tools, services, content and information made available to You, by Us, including those hosted by Us or any other means.

    1.8 “Documentation" shall mean all written information provided or made available to You or Your Zwitch Users by Us including information related to the Zwitch Services, Developer Tools, Developer’s guides, and reference guides. Such Documentation may be provided on the Platform or otherwise.

    1.9 “Express Consent” shall mean informed and affirmative consent to and acceptance of, the terms of a contract in accordance with applicable laws, as evidenced by a verifiable action.

    1.10 “Account" shall mean and refers to the Developer’s hub account on the Platform, using which the Zwitch Services are offered to the Developer.

    1.11 “Information Security Requirements” shall mean Our current information security requirements provided or made available by Us to You.

    1.12 “Intellectual Property” shall mean any and all intellectual property or proprietary rights under any jurisdiction including without limitation (i) trademarks (and Marks), and all goodwill associated therewith and symbolized thereby; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents, designs, registrations, and applications thereof; (iii) published and unpublished works of authorship, whether copyrightable or not (including without limitation databases and other compilations of information), copyrights therein and thereto, and registrations and applications thereof; (iv) trade secrets,(v) all moral rights in the foregoing (that is, the right to claim authorship of or object to the modification of any work); and (vi) all applications, renewals, extensions, restorations and reinstatements of the foregoing.

    1.13 “Live Access” shall mean the live Open production environment which includes live access to the Zwitch Services and databases.

    1.14 “Marks" shall mean the trademarks including registered and unregistered trademarks, trade names, service marks, logos and domain names used by Us or proposed to be used by Us.

    1.15 “Privacy Policy” shall mean the privacy policy governing access and/or use of the Platform, Zwitch Services and Developer Tools which is hosted at https://www.zwitch.io/privacy.

    1.16 “RBI Guidelines” shall mean and refer to the extant guidelines, notifications, circulars, regulations and directions issued by RBI from time to time, including but not limited to such guidelines, notifications, circulars, regulations and directions in relation to the Payment & Settlement Systems Act, 2007; RBI Directions for opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries dated November 24, 2009; Guidelines on Payment Gateways and Payment Aggregators dated March 17, 2020; the Master Directions for Know Your Customer (KYC), dated February 25, 2016; and Notification on Storage of Payments Data dated April 06, 2018, as amended from time to time.

    1.17 “Sandbox" shall mean the Zwitch Services test environment and any related products and services available through https://dashboard.zwitch.io/login

    1.18 “SDK” shall mean each of Zwitch Services’ downloadable software developer kits including a package of libraries,applications, associated Documentation, and sample code.

    1.19 “Your Zwitch-enabled Services” shall mean the products or services that You offer and provide to Your Zwitch Users using the Developer Tools or Zwitch Services. Your Zwitch-enabled Services must be provided in accordance with these Terms, and only upon receipt of Your Zwitch Users’ Express Consent to the Zwitch User Terms.

    1.20 “Your Zwitch User” shall refer to all end users of the Platform and/or the Zwitch Services that You have sourced (including You and any of Your Application users who have availed or agreed to avail Your Zwitch-enabled Services).

    1.21 “Your Zwitch User Information” shall mean any customer information that You collect from Your Zwitch Users (which includes but is not limited to, any information You receive from Zwitch Services through an API Call or by other means), for the purposes of offering Your Zwitch-enabled Services.

    1.22 “Zwitch User Terms” refers to the End User Terms of use applicable to all end users of the Zwitch Services and Your Zwitch-enabled Services, which is hosted at: https://zwitch.io/end-user-terms..

    1.23 “Zwitch Services” shall mean the API services and/or other services offered by Us through the Platform i.e.,https://zwitch.io/.

  2. Introduction

    2.1 Zwitch Developer Platform. The Platform offers embedded financial technology products and services to Developers. Our Developer Tools offer You the ability to build Applications that interact and integrate with Zwitch Services.

    2.2 Our Developers. We consider You to be a Developer if You access or use the Developer Tools for any purpose including building an Application and/or making an API Call, irrespective of whether Your use is for Your own benefit, or as a third party service provider that deploys Your Zwitch-enabled Services. All Developers will be subject to these Terms. Developers must have a Hub Account that is in good standing.

    2.3 API Credentials. We may also provide You with API Credentials for production and/or testing the compatibility of the Zwitch Services with Your Application. We may immediately terminate or revoke Your API Credentials for any reason, at Our sole discretion. When You use the Platform, You are responsible for maintaining the confidentiality of Your Hub Account and API Credentials and for restricting access to Your computer or mobile or other similar devices to prevent unauthorized access to Your Hub Account. We request You to safeguard Your Hub Account and API Credentials and make sure that others do not have access to it. It is Your responsibility to keep Your Hub Account information current and accurate. You agree to (a) ensure that You exit from Your Hub Account at the end of each session, and (b) immediately notify Us of any unauthorized use of Your Hub Account information or any other breach of security. We cannot, and will not, be liable for any loss or damage arising from Your failure to comply with these conditions. You may be held liable for losses incurred by Us, Your Zwitch Users or any third party due to unauthorized use of Your Hub Account as a result of Your failure to keep Your Hub Account information secure and confidential. We reserve the right to refuse access to the Platform, refuse to provide Zwitch Services, terminate Hub Accounts, remove or edit content, at Our discretion. The Hub Account and Zwitch Services are non-transferable i.e., only the Developer who is registered on the Hub Account will be eligible to avail the Zwitch Services through the respective Hub Account on the Platform. You may not sell, transfer, sublicense, or disclose Your API Credentials or other Hub Account credentials to any third party, and You agree to notify Us immediately of any violation of Your obligations set out in this clause. You are liable for all activities performed with Your API Credentials or other Hub Account credentials.

  3. Sandbox - The Developer's Testing Environment

    3.1 Access. As a Developer, You may test Your API Calls in the Sandbox, available through https//dashboard.zwitch.io. When testing in the Sandbox, You may only use anonymous, non-live data.

    3.2 Usage. You agree that all use of the Sandbox will be in accordance with these Terms which is subject to revisions periodically and any other terms communicated to You by Us, from time to time. You agree that We will not be liable to You or any third party for any updates or modification or cessation of Developer Tools, including the Sandbox. We shall endeavour to make the Platform error-free. Your access to the Platform may be occasionally suspended or restricted to allow for repairs, maintenance, or for introduction of new features. The Sandbox is provided to You on an “as-is” basis without any warranties, express or implied. We further do not guarantee the up-time or availability of the Sandbox. You agree that You will not use any robot, spider, or other automatic device to create an account on the Platform for Sandbox use and You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

  4. Live Access

    Your Application will be given Live Access if the following requirements are met:

    4.1 Hub Account. You (the Developer of the Application) are connected to a Zwitch Developer’s Hub account which is in good standing and client verification procedures such as “Know Your Customer” (“KYC”) compliance for You and all Your Zwitch Users is verified in a form and manner satisfactory to Us and in accordance with applicable laws including the RBI Guidelines. You agree to provide the required information about You and Your Zwitch Users to Open, before receiving live credentials and on a continuing basis upon a request from Us, failing which We have the right to deny Live Access.

    4.2 Services Agreement. In order to have Live Access, You must have entered into a services agreement in a form and manner satisfactory to Us.

    4.3 Application Review and Approval. In order to have Live Access, Your Application will have to be reviewed by Us and receive Our prior approval. You must submit any information and supporting documentation that We request for reviewing Your Application. All approval decisions for Live Access will be made at Our sole discretion. Our decision for approving Live Access for the Application is based on several factors including but not limited to whether the Application functions in accordance with applicable laws, whether or not the Application is likely to prove harmful to Us, the Zwitch Users and/or third parties and Your compliance with Your representations, these Terms and the Zwitch Agreements.

  5. APIs

    5.1 Support. We may provide You with support or assistance that You may require for accessing and/or using the Developer Tools (“Support”). However, such Support may be terminated or suspended at Our discretion without any notice to You. We may also undertake certain updates, changes, suspensions, or discontinue any aspect of the Developer Tools, at any time, including the availability of any of Our APIs. We may release subsequent versions of APIs with or without intimation to You, and You may be required to use those subsequent versions for accessing and/or using the Developer Tools. We may also impose limits on certain features and services or restrict Your access to the Developer’s Tools, in full or in parts, without any notice to or liability towards You.

  6. WORKING WITH US AS A DEVELOPER

    6.1 General Requirements. If You are a Developer, You must comply with the following:

    a. Have a Hub Account in good standing;

    b. Not engage in any acceptance practices with respect to Your Zwitch Users that prejudice, discriminate against or discourage the use of Our Zwitch Services;

    c. Unless provided by applicable law, You may not set minimum or maximum transaction limits as a condition of accepting the Zwitch Services;

    d. You must not and You must ensure that Your Zwitch Users do not –

    i. delete or modify any content of the Zwitch Services, including but not limited to, any disclaimers or proprietary notices such as copyright or trademark symbols, logos, that You do not own or have express permission to modify;

    ii. make false or malicious statements against the Zwitch Services or Us;

    iii. use any of the Zwitch Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously (For example, You shall not hack into or insert malicious code, including viruses, or harmful data, into any Zwitch Services);

    iv. engage in any form of disrupting, or destructive acts, including "flaming," "spamming," "flooding," "trolling," “phishing” and "griefing" as those terms are commonly understood and used on the internet;

    v. use the Zwitch Services in a way that could damage, disable, overburden, impair or compromise the Zwitch Services, Our systems or security or interfere with other developers or users of Zwitch Services; and

    vi. carry out reverse engineering in respect of the Zwitch Services or any part thereof.

    vii. You must and You must ensure that Your Zwitch Users comply with any applicable laws and regulations.

    6.2 Checklist. Your Application and Your use of the Developer Tools must comply with the following:

    a. Legal Agreements and Related Policies. Your Application and Your use of the Developer Tools must comply with these Terms and/or any other valid agreement or policy You have entered into with Us.

    b. Product Documentation/Specifications. Our technical/product/API requirements for being able to access and use the Zwitch Services is as communicated in the Documentation (specifically, in the integration guidelines) and as per the specifications provided or made available to You, or as otherwise specified by Us from time to time.

    c. Branding Requirements. The branding requirements with respect to the Zwitch Services will be specified by Us from time to time.

    d. Zwitch User information requirements which is provided by Open to You from time to time.

    e. Our Information Security Requirements, communicated to You from time to time.

    f. Laws/Regulations/Rules. All applicable laws, RBI Guidelines, regulations, and third party payment network rules and regulations (including NPCI, Visa, MasterCard, American Express and Rupay) related to Your use of the Developer Tools and Zwitch Services, and provision of Your Zwitch-enabled Services, Your promotional activities and other business activities.

    g. Other Requirements. Any other requirements that We may require from You in Our sole discretion.

    6.3 Do Not Circumvent Our Policies. You may not provide Your Zwitch-enabled Services through Applications that are designed to, or in any manner which has the effect of, circumventing the Zwitch Agreements (including any of Our rules and policies as described in any policy document or legal agreement).

    6.4No Avoidance of Account Limits. You may not create, implement or use any means of avoiding, modifying, or circumventing Our limits on Your Zwitch Users’ accounts linked to your Hub Account for sending, receiving or withdrawing funds.

    6.5 Providing Correct Information. All information that You submit to Us (or Our agent) in connection with Your use of the Developer Tools must be true, correct, and complete. This includes the following: (i) information You submit directly to Us as part of Application Review, API caller certification or in response to a request from Us for information; (ii) information You submit through an API Call. All information You provide to Your Zwitch User or other third party in connection with Your use of the Developer Tools or provision of Your Zwitch-enabled Services must be true, correct and complete.

    6.6 Costs. You are responsible for all costs and expenses related to Your use of the Developer Tools including all required modifications to Your Application. We will not reimburse You for any costs or expenses, even if Your Application is rejected.

    6.7 Feedback. You are welcome to provide suggestions, comments or other feedback (“Feedback”) to Us regarding Our Confidential Information (defined below), Zwitch Services, Developer Tools or Intellectual Property, but We are not obligated to take any action in response to Your Feedback. In addition, You agree to the following:

    a. All Feedback in entirety is given voluntarily;

    b. Feedback, even if marked confidential, will not create any confidentiality obligations on Us unless We have otherwise agreed in a signed agreement;

    c. We will be free to use, disclose, reproduce, distribute, implement in the Developer Tools and otherwise commercialize all Feedback that You provide without obligation or restriction of any kind on account of Intellectual Property rights or otherwise;

    d. You waive all rights to be compensated or seek compensation for Your Feedback; and

    e. We own all rights, title, and interest in and to the Developer Tools, including all Intellectual Property rights therein, even if We incorporate any of Your Feedback into subsequent versions of any and all of the Developer Tools, and You will not earn or acquire any rights or licenses in the Developer Tools (Beta or non-Beta) or in any of Our Intellectual Property rights by virtue of You providing Feedback to Us.

    6.8 Regulatory Compliance. You acknowledge that for certain Zwitch Services, to perform Our obligations under these Terms, We will be acting in the capacity of a payment aggregator in accordance with the RBI Guidelines, and that Your Zwitch Users may be deemed to be ‘merchants’ in accordance with RBI Guidelines. Accordingly, in such cases, You unconditionally agree and undertake that: a. We will be entitled to collect and verify KYC documents and other supporting documents from You and Your Zwitch User to ensure compliance with applicable laws including RBI Guidelines. For this purpose, You will ensure that Your Zwitch Users submit true, accurate and complete KYC documents to Us, failing which We will be entitled to reject the Zwitch Services to You and/or Your Zwitch Users.

    b. You shall cooperate and shall procure Your Zwitch Users to cooperate, with Us for any audits, inspections, risk and security assessments from time to time, to ensure compliance with applicable laws including RBI Guidelines;

    c. You will ensure compliance with all applicable laws including RBI Guidelines, at all times and shall ensure that Your Zwitch Users are in compliance with such applicable laws and RBI Guidelines;

    d. We reserve the right to deny, suspend or restrict any of the Zwitch Services if You or Your Zwitch Users are suspected of or found breaching applicable laws (including the RBI Guidelines) and/or any of the terms set out under these Terms.

    e. You will ensure that You or Your Zwitch Users will not use the Zwitch Services in connection with the following businesses, business activities or business practices as set out in Annexure B.

  7. YOUR RELATIONSHIP WITH YOUR ZWITCH USERS

    7.1 Express Consent Required. You must receive Your Zwitch Users Express Consent accepting the Zwitch User Terms and to avail Your Zwitch-enabled Services. In addition, You must receive Your Zwitch Users Express Consent for all actions You take that are necessary, related to, or resulting from Your provision of Your Zwitch-enabled Services. For example, You must have Your Zwitch User’s Express Consent to make an API Call on behalf of or for the benefit of Your Zwitch User, or to use or store Your Zwitch User Information as necessary to provide Your Zwitch-enabled Services. You must provide Your Zwitch User with the ability to withdraw his or her Express Consent by either directly providing Your Zwitch User with the ability to do so, or by providing Your Zwitch User with information about how to do so on the Application, in which case, such instructions must be immediately communicated to Open for further action. We will not be responsible or assume any liability whatsoever in respect of any loss or damage caused to Your Zwitch Users, arising directly or indirectly from the use of Zwitch-enabled Services (other than as provided in the Zwitch User Terms).

    7.2 Provide Customer Support. You are responsible for the operation and maintenance of Your Application, the provision of Your Zwitch-enabled Services, and all related customer support, as well as for providing customer support for the goods and services You sell. You must provide Your Zwitch Users with information regarding Your customer support policy and a customer support email address. In addition, We recommend that You provide a customer support telephone number on your website.

    7.3 Publish a Refund Policy and Privacy Policy. If You are a Developer, You must publish on Your website a policy relating to processing and refund of payments in compliance with applicable laws. You must also have a published privacy policy that is readily accessible on Your website, mobile application and the store or marketplace where Your Application may be downloaded.

  8. License Rights & Intellectual Property

    8.1 License:Subject to these Terms and while it remains in effect, We grant You a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access the Developer Tools and integrate the APIs into Your Application for evaluating the compatibility of the Zwitch Services with Your Application, for going live and providing the Zwitch enabled services. This foregoing grant of license includes license to all the content in the Developer Tools, the software, and all updates, upgrades, new versions and replacement software, which has been provided to You by Us only. Further, You acknowledge and agree that:

    a. You may not rent, lease or otherwise transfer Your rights in the Developer Tools to a third party.

    b. You will comply with the implementation and use requirements contained in all Documentation accompanying the Zwitch Services and any other implementation and use requirements, communicated by Us from time to time. If You do not comply with Our implementation and usage requirements, You will be liable for all resulting damages suffered by You, Us, Your Zwitch Users and third parties.

    c. We may change or discontinue any of the Developer Tools or the Zwitch Services forthwith, by providing notice to You.

    d. You will not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Developer Tools and/or the Zwitch Services.

    e. all rights, title and interest to Zwitch Services and Developer Tools is owned by Us or lawfully licensed by Us.

    f. Any access of third party’s software applications or links on the Platform shall be at Your sole risk, and We shall not be liable for any losses sustained by You, Your Zwitch Users or any third party in this regard. You understand and agree that when You access a link that leaves our Platform or any third-party software applications on the Platform, the site You will enter into or the third party software You access and use is not controlled by Us and will have different terms of use and privacy policies that may be applicable. By accessing links to other sites or accessing such third-party software applications, You acknowledge that We are not responsible for those sites/third party software. Your use of any third-party software application or links on the Platform is subject to the license You agreed to with the third party that provides You with the software/links. We do not own or control nor do We have any responsibility or liability for any third party software application or links that You elect to use on Our Platform and/or in connection with the Zwitch Services. Any transaction You undertake on such third party sites or third party software applications, would be solely at Your own risk, and We shall not be liable for it in any way. We reserve the right to disable third party links or software applications on the Platform, although We are under no obligation to do so.

    g. Certain products and services provided to You shall be facilitated through a third-party product, application and/or service (including but not limited to, operations on linked bank accounts) which shall be governed by a separate agreement between You and the provider of that product, application and/or service. You consent to be bound by these Terms if You wish to avail such product, application and/or service on the Platform. You also understand that Your access and use of the third-party product, application and/or service would be governed by the separate agreement with such third party provider and would be solely at Your own risk, and We shall not be liable for it in any way.

    8.2 License to Us. You provide Us with a paid-up, royalty-free, revocable, worldwide, non-exclusive, non- transferable license to use Your Application for testing, review or other related purposes to ensure that Your Application complies with these Terms and other Zwitch Agreements. You may revoke this license at any time by providing written notice to Us. If You revoke this license, these Terms will immediately terminate. Upon license revocation, You may request removal of Your Application from the Platform. We will make commercially reasonable efforts, as determined in Our sole discretion, to remove all references and links of Your Application from the Platform.

    8.3 Data Retention. Open will have access and retain the Developer’s information in a manner captured in the Privacy Policy for as long as reasonably necessary to fulfil the purposes for which it was collected, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain such information for a longer period in the event of a complaint or if We reasonably believe there is a prospect of litigation in respect to Our relationship with You.

    8.4 Open Marks. Open’s Marks (including any related icons and logos) are registered, or registration has been applied for by Open in various jurisdictions and the same is protected under applicable trademark and other intellectual property laws. The unauthorized copying, modification, use or publication of the registered marks (or unregistered marks used by Open) is strictly prohibited and shall be subject to appropriate legal proceedings against the unauthorized user. Subject to these Terms, We grant You a limited, revocable, non-exclusive, non- transferable license and non-sublicensable license to use Our Marks solely in connection with advertising and marketing Your Zwitch-enabled Services and in accordance with Our branding requirements, as communicated to You. Any use of Our Marks that is outside the scope of the branding requirements is at Our sole discretion and requires Our prior approval in writing.

    8.5 Your trademarks. You grant Us a revocable, non-exclusive, non-transferable, worldwide, royalty-free license to use Your trademarks to publicize Your use of the Developer Tools, Zwitch Services and Your Application. We may do so (i) through press releases, public announcements, and other oral communications at conferences, media events, or other marketing opportunities; (ii) on the Platform or through other electronic communications such as emails to Our users, newsletters, or in materials that We otherwise makes publicly available; and (iii) through any other means of communication to promote the use of the Zwitch Services, Developer Tools, and/or Your Application.

    8.6 Intellectual Property Rights

    • a. Open is the sole owner or lawful licensee of all the rights of the Platform, Zwitch Services, Developer Tools, and its content. For the purpose of this clause, the content on the Platform and Developer Tools includes its design, layout, text, images, graphics, sound, video, etc. as well as non-superficially visual functional elements. The title, ownership and Intellectual Property Rights in the Platform and Developer Tools and its content shall remain with Open or licensors of the content, as the case may be.
    • b. We retain all rights, title and interest in the Intellectual Property embodied in or associated with the Platform, Developer Tools (including but not limited to SDKs and APIs), Zwitch Services, Our technology and any content derived therefrom.
    • c. You retain all rights, title and interest in the Intellectual Property of those portions of Your Application that do not include the Developer Tools, Zwitch Services or any other Intellectual Property belonging to Us.
    • d. You represent and warrant that Your Application, including but not limited to the name of the Application and all content in Your Application, does not infringe Our Intellectual Property rights or those of any third party.
    • e. There are no implied licenses under these Terms, and any rights not expressly granted are reserved by Us. Except as expressly licensed herein, these Terms does not transfer any Intellectual Property rights between the parties.

    8.7 Competitive or Similar Materials. Notwithstanding the foregoing, in no event will We be precluded from developing for ourself, causing to be developed, acquiring, licensing or developing for third parties any products or services that are competitive with Your Application or Your Zwitch-enabled Services, so long as We do not infringe upon Your Intellectual Property rights. Similarly, We may create and develop marketing and distribution materials about competing products and services offered by Us as long as those materials do not infringe Your Intellectual Property rights.

  9. Confidentiality

    9.1 Confidential Information. “Confidential Information” means all information You (“Receiving Party”) receive from Open (“Disclosing Party”) or have access to under these Terms, including but not limited to the following: (i) All information You receive through an API Call or otherwise related to provision of Your Zwitch-enabled Services, (ii) the Developer Tools, API Credentials, and all access IDs and passwords, (iii) all information disclosed in writing and marked “confidential”, “proprietary,” or with a substantially similar marking, (iv) all information disclosed orally and identified as confidential at the time of the disclosure, and (v) any other information that by its very nature is or would reasonably be expected to be the Disclosing Party’s confidential information.

    9.2 Confidentiality Obligations. The Receiving Party must maintain the Disclosing Party’s Confidential Information in confidence and must not disclose it to third parties or use it for any purpose other than as necessary and required to perform the obligations under these Terms or provision of Your Zwitch-enabled Services in any manner agreed to with Open. In the event that Confidential Information is required to be disclosed by a court, government agency or regulatory requirement, the Receiving Party shall immediately notify the Disclosing Party and use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Information. The Receiving Party’s obligations hereunder shall survive the termination of these Terms.

    9.3 Protection of Confidential Information. The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that the Disclosing Party will be entitled (without waiving any other rights or remedies) to injunctive, specific or equitable relief as may be deemed proper by a court of competent jurisdiction (and the Developer agrees that it will not oppose Open’s efforts to obtain such relief), without obligation to post any bond.

    9.4 Privacy: In addition to these Terms, We have also published the Privacy Policy which sets out the privacy practices of the Platform, in accordance with applicable laws. In accessing the Platform and Developer Tools, and availing the Zwitch Services, You confirm that You have read, fully understand and accept the Privacy Policy. The personal information / data provided to Us (including any of Your Zwitch User Information) by You during the course of usage of the Platform or Zwitch Services will be treated as strictly confidential and in accordance with the Privacy Policy and applicable laws and regulations. If You object to Your information being transferred or used, please do not use the Platform, Developer Tools, and Zwitch Services.

  10. Reserves

    If we believe there may be a high level of risk associated with your Open Account once you have taken your application live, we may take certain actions in connection with your Account and/or your use of the Zwitch Services.

    10.1 Appropriate Actions: If We believe there may be a level of high risk associated with Your Hub Account when Your Application is deployed or likely to be deployed in a live production environment, We may take certain appropriate actions, (including but not limited to – levying of any penalties, suspension and termination of Your Hub Account and/or imposing certain reserve or deposit requirements) based on the risk profile Your Hub Account or the risk profile of Your Zwitch Users, in connection with the use of the Zwitch Services.

    10.2 Reserves: We, in Our sole discretion, may place a reserve on funds held in Your Hub Account when We believe or suspect there may be a level of high risk associated with Your Hub Account. If We place a reserve on funds in Your Hub Account, they will be shown as “pending” in Your balances. If Your Account is subject to a reserve, We will provide You with notice specifying the terms of the reserve. The terms may require that a certain percentage of the amounts received into Your Hub Account are withheld for a certain period of time, or that a certain amount of money is held in reserve. We may change the terms of the reserve at any time by providing You with notice of the new terms. ‍

    10.3 Additional Actions: We may take other reasonable actions that We determine are necessary to protect against the risk associated with Your Hub Account including suspending or terminating Your Hub Account.

    10.4 Information: To determine the risk associated with Your Hub Account, We may request at any time, and You agree to provide, any information about Your business, operations or financial condition. We reserve the right to reassess Your eligibility for Live Access if Your business, operations or financial condition is materially different from the information You provided in Your application.

  11. DATA SECURITY

    ‍11.1 General: You are fully responsible for the security of data on Your website and/or Application and relating to Your Zwitch Users or otherwise in Your possession or control. You agree to comply with all applicable laws and rules in connection with Your collection, security and dissemination of any personal, financial, card, or transaction information on Your website and/or Application.

    11.2 PCI Compliance

    • a. Zwitch Mobile SDKs. You agree that You will at all times be in compliance with the PCI Mobile Payment Acceptance Security Guidelines, as updated from time to time.
    • b. APIs Used to Process Credit Card Payments. You agree to comply and ensure compliance by Your Zwitch Users, with the Payment Card Industry Data Security Standards (PCI DSS) and the Payment Application Data Security Standards (PA DSS), as applicable. You agree to promptly provide Us with documentation evidencing Your and Your Zwitch Users compliance with PCI DSS and/or PA DSS, if requested by Us. You also agree that You and You will ensure that Your Zwitch Users will only use PCI compliant service providers in connection with the storage, or transmission of Card Data such as a cardholder’s account number, cardholder’s name, expiration date, and CVV2 (“Card Data”). You shall not and You shall ensure that Your Zwitch Users do not store Card Data at any time.

    11.3 Data Usage. Unless You receive the Express Consent of Your Zwitch User, You may not retain, track, monitor, or otherwise use their Card Data beyond the scope of the specific transaction. You must not and You shall ensure that Your Zwitch Users do not store Card Data. You shall be and You shall ensure that Your Zwitch Users are compliant with the RBI Guidelines at all times.

    11.4 Additional Security. You are solely responsible for maintaining adequate security and control of any and all IDs, passwords, credentials or any other codes that are issued to You by Us, each acquiring bank and/or the card companies and networks.

    11.5 Audit. If We believe that a security breach or compromise of personal information (including sensitive personal information and Card Data) has occurred, We may require You to (a) appoint a third party auditor that is approved by Us at Your expense; (b) conduct a security audit of Your and Your Zwitch Users systems and facilities; and (c) submit the auditor’s report to Us, the acquiring banks and/or the card companies and networks. In the event that You fail to initiate an audit within 7 (seven) business days of Our request, We may conduct such an audit at Your risk and expense.

  12. Terms & Termination

    12.1 Term. These Terms take effect on the date that You either: (i) accept these Terms or (ii) access and/or use the Platform, Zwitch Services and/or Developer Tools, whichever is earlier.

    12.2 Termination. These Terms shall remain effective until terminated by either party in accordance with the terms contained hereunder. Under the foregoing circumstances, each party shall be responsible for any obligations incurred or accrued by it until the effective date of termination of these Terms.

    12.3 Termination by You. You may terminate these Terms without giving reason by providing prior written notice of at least 30 (thirty) business days to Open.

    12.4 Termination by Open. We may terminate these Terms immediately, for any of the following reasons:

    • a. You (or an Application from which You make an API Call) violate applicable law;
    • b. You (or an Application from which You make an API Call) breach one or more of the provisions of these Terms and/or Zwitch Agreements which is not capable of being cured;
    • c. You (or an Application from which You make an API Call) breach one or more of the provisions of these Terms and/or Zwitch Agreements and if such breach is capable of cure, You fail to remedy such breach within a period of 10 (Ten) days from the date of receipt of a notice of the breach from Us;
    • d. You fail to pay Us any amounts due under these Terms or any other agreement You have entered into with Us (including but not limited to, any amounts due under chargeback);
    • e. You do not provide adequate customer support;
    • f. We close Your Hub Account for any reason specified in these Terms or pursuant to any other agreement which You have entered into with Us;
    • g. We have reason to believe that Your Application, including the name of Your Application, violates Our or any third party’s intellectual property rights. If You market or otherwise refer to Your Application as a clone of another application, We may deem this evidence of infringement;
    • h. Your Application poses a legal, regulatory, or financial risk to Us in any jurisdiction in which You provide Your Zwitch-enabled Services;
    • i. You tamper, hack, modify or otherwise corrupt the security or functionality of the Zwitch Services, Developer Tools or the Sandbox;
    • j. You become insolvent;
    • k. You become the subject of any insolvency proceeding, either through Your own initiative or because an insolvency proceeding is initiated against You and not dismissed within 30 (thirty) days;
    • l. Any significant portion of Your assets is attached, seized, or levied on, and the attachment, seizure or levy is not removed within 10 (ten) days;
    • m. Any significant portion of Your assets comes into the possession or control of a receiver, liquidator, trustee or similar administrator; or
    • n. You enter into or propose any composition or arrangement with Your creditors (or any class of Your creditors) concerning Your debts.

    12.5 Effect of Termination. Upon termination of these Terms, (i) all rights and licenses under these Terms shall immediately terminate; (ii) You must stop accessing and using the Zwitch Services; (iii) You must destroy all Confidential Information within 7 (seven) calendar days of termination, and upon Our request provide proof of such destruction within 7 (seven) calendar days of Our request for proof; and (iv) You will remain liable for any amounts due or other liability under these Terms.

  13. Miscellaneous

    13.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of India. If any provision or provisions of these Terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and shall remain in full force and effect.

    13.2 Dispute Resolution: The parties agree that any dispute, claim or controversy arising out of or relating in any way to the Zwitch Services or these Terms, including Our Platform and the user interfaces, shall be adjudicated by a mutually appointed arbitrator in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The seat and venue of arbitration shall be Bangalore. Subject to the foregoing, the parties irrevocably submit to the exclusive jurisdiction of the courts at Bangalore, India. This dispute resolution provision shall survive termination of these Terms.‍

    13.3 Indemnification / Limitation of Liability:

    • a. In no event will We, our parent company, subsidiaries and affiliates, and our and their directors, officers, agents, employees, personnel, suppliers, subcontractors or licensors (“Indemnified Parties”) be liable, for any damages, losses or expenses, arising out of or in relation to these Terms for loss of profits, sales, business or revenue, loss of data or information, loss of anticipated savings, loss of business opportunity, goodwill or reputation, business interruption or for any special, indirect, incidental or consequential damages, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise, even if foreseeable or have been advised of the possibility of such damages.
    • b. In addition, to the extent permitted by applicable law, the Indemnified Parties are not liable, and You agree not to hold Indemnified Parties responsible, for any damages or losses resulting directly or indirectly from:
      • - the information You provide when using the Zwitch Services;
      • - Your use of or Your inability to use the Zwitch Services;
      • - any guidance provided by Us;
      • - delays or disruptions in the Zwitch Services;
      • - viruses or other malicious software, including, without limitation, trojans, worms, logic bombs, obtained by accessing or linking to the Zwitch Services;
      • - bugs, errors or inaccuracies of any kind in the Zwitch Services;
      • - damage to Your hardware device from the use of products sold or made available in the Zwitch Services;
      • - the content, actions or inactions of third parties using the Zwitch Services;
      • - a suspension or other action taken by Us with respect to Your use of the Zwitch Services; or
      • - Your need to modify practices, content or behaviour or Your loss of or inability to do business as a result of changes to these Terms. ‍
    • c. Notwithstanding anything contained in these Terms, the maximum aggregate liability of the Indemnified Parties, whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Terms, shall be limited to INR 10,000 (Indian Rupees Ten Thousand Only).
    • d. You agree to indemnify and hold the Indemnified Parties harmless from and against any losses, damages and expenses (including legal fees) arising out of or relating to Your use of the Platform, Developer Tools and Zwitch Services including:
      • - any claims or demands made by any third party, including Your Zwitch User, regulator or government authority, due to or arising out of Your use of the Zwitch Services;
      • - Your violation of any of provisions of these Terms, including, without limitation, any of the warranties, representations and undertakings;
      • - Your violation of any applicable laws, including, without limitation, data protection, anti-money laundering laws and anti-spam laws; or
      • - the manner in which You use the Zwitch Services, including, without limitation, that Your trademarks infringe the Intellectual Property Rights of any third party or that Your use of the Service violates any other rights (including privacy rights) of any third party (including Your Zwitch Users).
    • e. Nothing in these Terms shall limit or exclude the Developer’s liability:
      • - for gross negligence, wilful default and fraud, including fraudulent misrepresentation, perpetrated by You and/or Your Zwitch Users;
      • - for death or personal injury caused by the negligence of the Developer and/or Your Zwitch Users;
      • - breaches of applicable law by the Developer or Your Zwitch Users;
      • - breaches of Clause 8 (License Rights & Intellectual Property), Clause 9 (Confidentiality) and Clause 11 (Data Security) of these Terms by the Developer; and
      • - for any other liability that cannot be limited or excluded under applicable law.
    • 13.4 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PLATFORM, ZWITCH SERVICES AND DEVELOPER TOOLS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. THE PLATFORM, ZWITCH SERVICES, AND DEVELOPER TOOLS ARE PROVIDED “AS-IS” AND WE MAKE NO WARRANTY THAT OUR PLATFORM, ZWITCH SERVICES, AND/OR DEVELOPER TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. WE DO NOT HAVE CONTROL OF, OR LIABILITY FOR, THE PRODUCTS OR SERVICES PURCHASED USING THE ZWITCH SERVICES, OR GUARANTEE THE IDENTITY OF ANY OF OUR USER.
    • 13.5 Security and Stability. You acknowledge that it is in the best interests of You and Us, that We maintain a secure and stable environment. To that end, We reserve the right to change the method of access to the Platform, Zwitch Services and/or Developer Tools at any time. You also agree that, in the event of degradation or instability of Our system or an emergency, We may, in Our sole discretion, temporarily suspend Your access to or ability to use the Platform, Zwitch Services and/or Developer Tools in order to counteract security threats or to and protect the operational stability and security of Our system.
    • 13.6 Uptime. We do not guarantee any minimum uptime for the Platform, Developer Tools, and/or Zwitch Services.
    • 13.7 Service Providers. You will be responsible for any breach of these Terms or violation of applicable law by any of Your personnel, Your API callers or third party (where that breach or violation is done by such third party acting with Your authority or by agreement with You). You agree to supervise any personnel, API caller, third party or person acting on Your behalf sufficiently to prevent breaches of these Terms or violations of applicable law.
    • 13.8 Your Relationship with Us. You and We are independent contractors. These Terms does not create or imply any partnership, agency, or joint venture.
    • 13.9 Assignment. You may not transfer or assign Your rights/obligations under these Terms without Our prior written approval. We reserve the right to transfer or assign these Terms or any right or obligation under these Terms by providing You with notice of such transfer or assignment.
    • 13.10 No Waiver. Our failure to enforce any provision of these Terms will not be deemed a waiver of Our ability to enforce the same provision of these Terms at a future date. No delay or omission by Us to exercise any right or power under these Terms shall impair any such right or power or be construed to be a waiver thereof. No waiver of any of the terms, provisions or conditions of these Terms by Us shall be effective unless the waiver is in writing and signed by Our authorized representative. A waiver hereto by Us of any of the covenants, conditions, or agreements to be performed by You shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.
    • 13.11 Severability. If any provision of these Terms is found illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.
    • 13.12 Force Majeure. We are not responsible for any failure or delay to perform its obligations under these Terms if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond Our reasonable control. Under the foregoing circumstances, Our obligations shall be suspended until We are able to perform the Zwitch Services or operate the Platform. ‍
    • 13.13 Notice. All Notices and other communications required hereunder to be given to a party will be in writing, in English language, and will be sent by e-mail, addressed to such party’s address as set forth below: For Us: [email protected] or/and [email protected]. For the Developer: at the email address provided by You to Us when you register on the Platform.
    • 13.14 Complete Agreement. These Terms, the Zwitch Agreements, including any policies referenced therein set forth the entire understanding between You and Us with respect to the access and use of the Platform, Zwitch Services and/or Developer Tools.
    • 13.15 No Third-Party Beneficiaries. A person who is not a party to these Terms does not have any rights under or in connection with it.

ANNEXURE A

List of API Modules
  • Virtual Account.
  • UPI VPA Handle Creation.
  • Payment Gateway Collections and Payout Settlements.
  • Savings Account Creation.
  • Current Account Creation.
  • Current Account (Connected Banking).
  • Debit card, Credit card & Prepaid card issuance/management.
  • Schedule Physical KYC.
  • KYC APIs – Aadhar verification, PAN verification, Face matching with Aadhar.

ANNEXURE B

Prohibited Services:
  • embassies, foreign consulates or other foreign governments;
  • door-to-door sales;
  • offering substantial rebates or special incentives to the cardholder subsequent to the original purchase;
  • negative response marketing or bulk marketing tools which are intended for spamming;
  • engaging in deceptive marketing practices;
  • evading card network's chargeback monitoring programs;
  • engaging in any form of licensed or unlicensed aggregation or factoring;
  • age restricted products or services;
  • bail bonds;
  • bankruptcy lawyers;
  • bidding fee auctions;
  • collection agencies;
  • chain letters;
  • cheque cashing, wire transfers or money orders;counterfeit and unauthorized goods (e.g. knock-offs, imitations, bootlegs);
  • unregulated/unlicensed currency exchanges or dealers;
  • firms selling business opportunities, investment opportunities, mortgage consulting or reduction, credit counselling, repair or protection or real estate purchases with no money down;
  • credit card and identity theft protection;
  • cruise lines;
  • essay mills;
  • flea markets (firms/ individuals operating from a booth, on a part time basis with no lease or telephone availability;whether indoor or outdoor);
  • drug paraphernalia;
  • miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;
  • drug test circumvention aids;extended warranties;
  • fortune tellers;
  • "get rich quick" schemes;
  • gambling (including but not limited to lotteries, internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services);
  • sports forecasting or odds making;
  • illegal products or services;mail-order brides;
  • marijuana dispensaries and related businesses;
  • unregulated/unlicensed money transmitters or money service businesses;
  • multi-level marketing or pyramid schemes;
  • online, mail, or telephone order pharmacies or pharmacy referral services;
  • prepaid phone cards, phone services or cell phones;
  • pseudo pharmaceuticals;
  • quasi-cash or stored value;
  • securities brokers;
  • sexually-oriented or pornographic products or services, or escort services;
  • shipping or forwarding brokers;
  • substances designed to mimic illegal drugs;
  • telemarketing;
  • timeshares;
  • online, mail, or telephone order tobacco or e-cigarette sales;
  • weapons and ammunitions;
  • hacking and cracking materials used to enable illegal access:fake government identity cards;
  • endangered species;
  • alcohol and related products;
  • organ trade or trafficking;
  • cable descramblers and black boxes;
  • copyright unlocking devises;
  • offensive goods which include literature, products or other materials that: (a) defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) encourage or incite violent acts; and/or c) promote intolerance or hatred;
  • traffic devices which include radar detectors/jammers, license plate covers, traffic signal changers, and related products;
  • illegal trade of live animals or hides/skins/teeth, nails and other parts etc. of animals;
  • trust/ NGO aggregators;
  • unregulated/unlicensed trade of prescription drugs or herbal drugs that requires a prescription from a recognized and licensed medical practitioner;
  • pyrotechnic devices and hazardous materials which includes fireworks and related goods;
  • toxic, flammable, and radioactive materials and substances;
  • unregulated/unlicensed trade of regulated goods which includes air bags;
  • batteries containing mercury;
  • Freon or similar substances/refrigerants;
  • chemical/industrial solvents;
  • government uniforms;
  • car titles;
  • license plates;
  • police badges and law enforcement equipment;
  • lock-picking devices;
  • pesticides;
  • postage meters;
  • recalled items;
  • slot machines;
  • surveillance equipment;
  • goods regulated by government or other agency specifications;
  • wholesale currency, which includes discounted currencies or currency, exchanges including crypto currencies;
  • crowdfunding platforms;nidhi companies;
  • friendship clubs;
  • spa services;
  • crypto currency, NFTS and virtual currency or credits that can be monetized, re-sold or converted to fiat currency, physical or digital goods or services or to otherwise exit the virtual world;
  • products/services intended to inflict or promote revenge, harassment, and other forms of abuse, humiliation and intimidation; and/or
  • any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including but not limited to the laws of India.