END USER TERMS OF USE

1. ABOUT OUR SERVICES
1. Open has partnered with various banks/financial institutions to operate a full-stack financial services API suite hosted at https://zwitch.io that enables Developers of Apps to, inter-alia, embed the full-stack financial services API suite into their business’ products and services.
2. We offer the following application programming interfaces (“APIs”) to Developers for integration of such APIs into their Apps. The APIs when integrated into the Developer’s App, allows the Apps to:
   1. fetch its End User’s transactional information, account balances, statements and other financial information, for viewing and use by the End User (“Account Information API”);
   2. initiate payments on the App by automating bank transfers i.e., We initiate payments by securely communicating with the End User’s relevant service provider/financial institution providing such services and instructing such service provider/financial institution to make payment from the End User’s selected account (“Payment Initiation API”);
   3. allow the End User who are merchants to collect payments for the goods and services availed by their customers in accordance with the applicable laws (including the relevant rules, regulations and guidelines issued by the Reserve Bank of India), and subject to ‘Know Your Customer’ (“KYC”) verification and compliance. (“Payment Aggregation API”);
   4. collect and compile the identity of the End Users and undertake the KYC compliance of such End Users (“Verification API”).

   (The Payment Initiation API and the Payment Aggregation API will be collectively referred to as “Payment APIs”)

3. API Use Cases:
   1. Account Information API: Our Account Information API has the following use cases, which include (without limitation):
      1. categorization of transactional data from multiple banks;
      2. linking of existing current account of the End User with the Platform or the App; and
      3. categorization of bank data such as bank account details, bank account statements, receipts and payment related data, in order to build accounting tools;
      4. view of account balances.
   2. Payment APIs: Our Payment APIs have the following use cases, which include (without limitation):
      1. facilitation of consumer payments;
      2. initiation of bank transfers;
      3. reports of payments, receipts, transfers and beneficiaries;
      4. International remittances; and
      5. Card management for enabling payments.
   3. Verification API: Our Verification APIs have the following use cases, which include (without limitation):
      1. Verification of ownership of the relevant bank account;
      2. Verification of the Permanent Account Number (PAN);
      3. Verification of the Aadhar number from the Unique Identification Authority of India (UIDAI);
      4. Penny drop for the purpose of verifying the account number; and
      5. Verification of the Virtual Payment Address (VPA) handle.
4. You understand and acknowledge that, with respect to the Payment APIs, We will initiate payments when the End User has provided consent through the App, unless:
   1. incomplete or incorrect information has been given by the End User;
   2. applicable laws and regulations do not permit and/or inhibit such action from being taken;
   3. in our reasonable opinion, the payment may be fraudulent or otherwise unlawful;
   4. We reasonably believe that the End User is not the named account holder; and
   5. such payment is restricted by the service provider/financial institution.
5. You understand and acknowledge that We will not charge You for the use of our Platform or Services. However, the App or the App provider may charge You for products and services provided to You that make use of Our Services.
2. ACCOUNT INFORMATION SERVICES
1. You can use Our Services, provided through the Account Information API integrated on the App, to transmit information relating to payment bank accounts (“Account Information”) that You hold with a bank (“Financial Institution”) to other service providers or merchants or third party beneficiaries (the “Provider”), in accordance to these Terms.
2. Our Services will be provided to You only if and once You have instructed the third-party Developer App (through which You have accessed Our Services) to retrieve Your Account Information. Following such instruction, You will generally be redirected to Us.
3. Once You are redirected to Us, We will ask You to select the Financial Institution that You would like Us to access the Account Information from. You may be redirected to Your FinancialInstitution’s website or mobile application in order to authenticate Yourself so that Your Financial Institution knows that You consent to Us accessing Your Account Information.
4. It is clarified that We do not have any visibility over the details of Your Account Information. You acknowledge that We are only acting as a facilitator who retrieves Your Account Information from a Financial Institution based on Your instruction and consent and make it accessible to You.
5. In some circumstances, to use Our Services, You will need to provide the same identifying information that You use to access the relevant payment accounts when You log in Yourself (“Credentials”).
6. You understand and acknowledge that Your Credentials will only be used to retrieve Your Account Information and transmit such Account Information to the Provider. You understand and acknowledge that We do not have visibility nor do We retain such Credentials.
7. If permitted, consented and instructed by You, We will collate Your Account Information retrieved from different Financial Institutions to make Your use of and access to such Account Information seamless.
3. PAYMENT INITIATION SERVICES
1. You can use Our Services, provided through the Payment Initiation API integrated on the App, to make online payments from a bank account that You hold with a Financial Institution to a Provider’s bank account.
2. Our Services will be provided to You only if and once You have instructed the Developer’s App (through which You have accessed Our Services) to make an online payment to the Provider’s bank account. Following such instruction, You will generally be redirected to Us.
3. Once You are redirected to Us, We will display Your payment and transaction details (which We have retrieved from the App with Your consent) and You will be asked to review and confirm that Your payment and transaction details are correct.
4. Once You have confirmed such payment and transaction details, You shall provide Us Your explicit consent for Us to:
   1. send the payment order to Your Financial Institution for execution; and
   2. share any Account Information We receive from Your Financial Institution with the Developer’s App, through which You have accessed Our Services, for initiating payment to the Provider.
5. From the Account Information retrieved by Us from Your Financial Institution and displayed to You on the App, You will have to select the bank account which You will use to initiate the payment to the Provider. You may be redirected to Your Financial Institution’s website or mobile application in order to authenticate Yourself, so that Your Financial Institution is cognizant of Your consent to such transaction.
6. Notwithstanding anything to the contrary in these Terms, We reserve the right to introduce new services and update or withdraw any of Our Services, in Our sole discretion, and We will not be liable to You for exercising this discretion.
4. CHARGEBACKS & REFUNDS
1. In the context of transactions undertaken through the Payment Aggregation APIs:
   1. You agree and undertake to adhere to the refund policy stipulated by you on your website, that is reviewed by Us (if applicable).
   2. You understand and agree that any transaction involving Your Financial Institution may be disputed by You at any time up to 180 (one hundred eighty) days from the date of transaction by You, per the card network.
2. Disputes resolved in favour of You may result in reversal of payments made to You (“Chargeback”).
3. In the event of any Chargeback or any other dispute relating to Your financial transaction using Our Payment Aggregation API (as contemplated under these Terms) ("Transaction Dispute") on any grounds whatsoever, We will notify You of the same.
4. On receiving a notification relating to a Transaction Dispute, You agree that You will conduct an internal review of such transaction and will, within the time frame prescribed by Us in the notification, provide Us with a statement, in writing, explaining how the Transaction Dispute is not warranted and the reasons for why a Chargeback is warranted, together with all documentary evidence in support of contesting such Transaction Dispute and requesting Us to refund the payment made by the Provider, in respect of such Transaction Dispute.
5. In the event that You fail to contest such Transaction Dispute within the aforesaid timeframe prescribed by Us or contest a Transaction Dispute without providing supporting documentation to Our satisfaction, You will not be entitled to the Chargeback.
6. You acknowledge and agree that Open may route the failed Chargeback/refund amounts back to the concerned customer outside the payment aggregator escrow account using payment mechanisms it deems fit, subject to ensuring compliance with applicable laws at all times.
5. ELIGIBILITY AND REGISTRATION REQUIREMENTS
1. In order to use Our Services, You may be required to register as an End User on the App by providing certain set of information such as Your name, phone number, email address and business information. You agree to:
   1. provide only current, accurate and complete information about You while registering to use Our Services; and
   2. maintain and promptly update Your information, as necessary, to keep it true, accurate, current and complete at all times. If You provide any information that is untrue,inaccurate, not current or incomplete, or We have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We may suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof) and You will not have any cause of action against Us for such suspension or termination of Your account.
2. You are eligible to register as an End User of Our Services if You meet the following eligibility criteria: a. for individuals:
   1. for individuals:
      1. You are above the legal age (18 years and above) and competent to contract for purchasing products and services in the Republic of India.
   2. for business entities:
      1. You are a legal entity duly registered in the Republic of India;
      2. You have a current and valid business licence;
      3. You provide proof of authorisation for the individual who will be registering and using the Services, on Your behalf; and
      4. You provide identification for such authorised person.
3. You understand and agree that, if You are an End User that is a business entity, You will be solely responsible for any breach of these Terms by Your authorized persons. We reserve the right to undertake KYC checks of Your authorized persons.
4. In order to register for the Services, You will need to provide Us with certain information for undertaking Your KYC compliance. Your registration for the Services may not be accepted if You do not provide Us with the required information for undertaking Your KYC compliance. We reserve the right to decline any registration without further explanation. We also reserve the right to undertake such checks as are necessary to verify Your identity, as appropriate and for the purpose of undertaking the KYC compliances.
5. Upon Your successful completion of registration, Your registration shall continue for such period, subject to reverification of KYC compliance and suspension or termination in accordance with Clause L of these Terms.
6. TELECOMMUNICATIONS PROVIDER TERMS
1. Our Services will be available to You through the third party Developer’s App which may require a compatible desktop or mobile device and internet access and/or additional software to be installed. You acknowledge and agree that You are solely responsible for these technical requirements, including but not limited to:
   1. any applicable charges, updates and/or additional fees imposed by Your telecommunications provider; and
   2. Your compliance with the terms of Your agreement with Your telecommunications provider.
2. You also acknowledge that We make no warranties or representations of any kind, express, statutory or implied, as to:
   1. whether the telecommunications services from Your telecommunications service provider will be available and accessible at any time or from any location; and
   2. the failure of the telecommunications service provider to transmit any data, communications or settings in connection with Our Services.
3. Additionally, by using Our Services on the App, You acknowledge and agree that internet transmissions are never completely private or secure. You understand that any information You send using the App or any of Our Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. We will not be responsible or assume any liability whatsoever in respect of any delay, loss or damage caused, directly or indirectly, due to unavailability of internet access or telecommunications services from Your telecommunications service provider.
7. YOUR OBLIGATIONS
1. When using or accessing Our Services, You agree that You:
   1. are responsible for maintaining the confidentiality of, and restricting access to and use of Your account, password, and API authentication credentials, and accept responsibility for all activities that occur under Your account and password;
   2. will immediately notify Us of any unauthorised use of Your password, account, API authentication credentials, incorrect or unauthorised payment or any other breach of security (whether suspected or otherwise);
   3. will provide true, accurate, current and complete information about Yourself and Your use of the Services as required by Us;
   4. will cooperate with Our requests for information with respect to Your eligibility and use of Our Services; and
   5. give Us, Your explicit consent to:
      1. retrieve, collate and/or aggregate Your information whilst You use Our Services; and
      2. transmit Your information to the relevant Providers for the purpose of providing the Services.
   6. have reviewed the terms and conditions (including terms governing online access to Your accounts) of the Financial Institutions that may be accessed during the provision of Our Services to You and acknowledge and understand that Our provision of Services to You may affect Your rights and legal position under the terms and conditions of such Financial Institutions that are accessed during the provision of any Service to You.
2. When using or accessing Our Services, You agree that You will not:
   1. breach any applicable laws (including any anti money laundering laws and regulations), infringe any third party rights or circumvent Our systems, policies or determinations of Your account status;
   2. use Our Services if You no longer are KYC compliant, or fulfil the eligibility criteria or are not able to form legally binding contracts, or are temporarily or indefinitely suspended from using Our Services;
   3. use contact information provided to You during the course of a transaction or during the usage of the Service to solicit additional sales offline and/or another website;
   4. take any action that may undermine Our ability to provide Our Services efficiently which in turn will affect Our Service’s feedback and ratings systems;
   5. transfer Your account with Us to another party without Our prior written consent;
   6. distribute or post spam, unsolicited or bulk electronic communications or similar;
   7. distribute viruses or any other technologies that may harm Our Services or the interests or property of other third parties;
   8. infringe:
      1. the copyright, trademark, patent, and/or other Intellectual Property Rights (as defined below) that belong to or are licensed to Us; or
      2. any Intellectual Property Rights that belong to third parties;
   9. harvest or otherwise collect information about other users of Our Services, without their consent;
   10. circumvent any technical measures that We use to provide Our Services;
   11. use, or attempt to use, any robot, spider, scraper, web crawler, deep link or other similar data gathering or extraction tools, program, algorithm or methodology to access, acquire, replicate, copy or monitor our website, service or any portion of them;
   12. use, or attempt to use, any engine, software, tool, agent, or other device or mechanism to navigate or search the Service, other than the search engines available through the Service;
   13. attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service for any purpose other than those provided for by Us and in conjunction with the operation of the Service; or
   14. overload, flood, or spam any part of the Service.
3. You understand and agree that, if You are an End User that is a business entity, You will ensure that Your authorised person adheres to all the above obligations and You understand and agree that You will solely be responsible for any non-compliance to the above obligations by Your authorized person.
8. INTELLECTUAL PROPERTY RIGHTS
1. Except for the rights expressly granted under these Terms:
   1. all intellectual property, including but not limited to trademarks, wordmarks, logos, patents, trade secrets, designs, copyrights, know how, trade dress, text, graphics, logos, images, audio clips, digital downloads and software (“Intellectual Property Rights”), in and to the Platform, Our Services and the content included as part of Our Services, whether registered or unregistered, in any part of the work, are Our property or the property of our licensors (as the case may be). We or our licensors (as the case may be) retain all rights, title and interest in and to the Intellectual Property Rights; and
   2. all rights, title and interest in and to any performance data or feedback that You provide in connection with Your use of Our Services and/or Platform, including all Intellectual Property Rights therein, is Our property.
2. For the avoidance of doubt, nothing in these Terms shall operate to transfer ownership of any Intellectual Property Rights that belonged to You prior to Your start of using Our Services or are created by You, separately from Your use of Our Services.
3. Subject to this clause and Your compliance to these Terms, We hereby grant You a non-exclusive, non-assignable, non-transferable, non-sub-licensable, revocable, limited licence to install and use Our Services on any device (which shall include future updates made available to You from time to time provided You understand that such updates may be subject to additional terms notified to You at the time that such update is made available). You shall not, and shall not authorise any third party to (1) use Our Service, except as expressly authorized by this Terms, (2) take any actions that would affect Our ownership of Our Service, or affect the validity of Our Services thereof, or (3) create Your own service which is a combination of one or more of Our Services . We have the right to disable Your access to Our Services if in Our sole opinion You have failed to comply with any of the provisions of these Terms or the Agreements.
4. You shall use Our Services solely for the purposes that are permitted by Us and as contemplated by these Terms. Without limiting any other provision of these Terms, You agree that You shall not, either directly or indirectly:
   1. disseminate, market, license, sublicense, sell, resell, lease, transfer, assign, distribute, time share, let, rent, or sub-authorize any element of the Services;
   2. modify, translate, reverse engineer, decrypt, decompile, decode, disassemble, or create derivative works based on Our Services (including our APIs);
   3. breach, override or otherwise circumvent any authentication or security mechanisms or other use restrictions that are built into Our Services;
   4. remove or delete any notices, ownership labels, classified legends or marks from Our Services;
   5. engage in any action with Our Services that destroys or accesses in an unlawful manner the server networks, connections, systems, records, or other assets, tools or services of Open or any related third party;
   6. transmit any worms, viruses, trojan horses, or any other malware, disruptive or harmful software or data through Your access to and use of Our Services;
   7. use Our Services or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by these Terms;
   8. obtain or try to obtain or register for Yourself or for any third party, anywhere in the world, any of Our Intellectual Property Rights; or
   9. mislead, confuse, or cause misapprehension or confusion among other end users as to the features, functionality, origin, or other aspects of our APIs, the Services or Our Intellectual Property Rights.
5. You agree that You have no right to use, distribute or replicate any of Our Intellectual Property Rights including wordmarks, trademark or logos which We own, hold, may hold in the future or use, without Our prior written consent.
6. All rights not expressly granted to You under these Terms are reserved and retained by Us or Our licensors (as the case may be).
7. You hereby assign to Us, all right, title and interest in and to any performance data or feedback that You provide in connection with Your use of Our Services and/or Platform and any Intellectual Property Rights therein.
8. In the event any our APIs or Services are customised for You, You agree and acknowledge that such customisations will also be our Intellectual Property Rights.
9. CONFIDENTIAL INFORMATION
1. For the purposes of these Terms, “Confidential Information” means any non-public information relating to Our Platform, APIs and/or Services (including information relating to Our Intellectual Property Rights, service providers, affiliates, trade secrets, know-how, formulas, source code, inventions, beta software and other code not commercially released, processes, diagrams, schematics, client lists, or information relating to Our operational, strategic, business and financial matters,) which has been or may be, directly or indirectly, disclosed to You or which comes into Your possession or knowledge of, whether in verbal, written, graphic, electronic or other form.
2. You will maintain the confidentiality of all Confidential Information and You further agree not to release, alter, remove, obliterate markings, disclose, use, make available or copy any such Confidential Information without our prior written consent. You will take the highest degree of care and precautions to protect the confidentiality of such Confidential Information. Excluded from this obligation of confidentiality is Confidential Information which:
   1. is known or becomes known to You directly or indirectly from a third party source not having an obligation of confidentiality to Us;
   2. becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through Your breach of these Terms;
   3. is independently developed by You, without Your use of Our Platform, APIs and/or Services; and/or
   4. is required to be disclosed by a government or regulatory authority or by law, provided that You give Us reasonable prior written notice, sufficient to permit Us to contest such disclosure (if legally permitted).
3. You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that We 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 You agree that You will not oppose Open’s efforts to obtain such relief), without the obligation to post any bond.
4. In addition to these Terms, We have also published the Privacy Policy which sets out the privacy practices of the Platform and in relation to the Services, in accordance with applicable laws. In accessing the Platform and availing Our Services, You confirm that You have read, fully understand and accept the Privacy Policy. The personal information/data provided to Us (including any Account Information) by You during the course of usage of the Platform and/or Our 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 or Our Services.
5. In the event that the You are a business entity, You are responsible for any breach of the confidentiality terms by Your authorised persons and personnel.
6. The obligations with respect to Confidential Information shall survive the expiry or termination of these Terms.
10. WARRANTIES, REPRESENTATIONS & UNDERTAKINGS
1. You warrant, represent and undertake that:
   1. You shall fully comply and will at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, all anti money laundering laws, data privacy laws, and content regulation;
   2. You have full power and authority to enter into these Terms and the execution and performance of Your obligations under these Terms does not conflict with:
      1. any laws (including any rules, regulations or governmental guidelines) to which You are subject to; or
      2. any other agreements to which You are a party to or to which You are otherwise bound by;
   3. if You create or use an account on behalf of a business entity, You represent that You are authorised to act on behalf of such business entity and bind the business entity to these Terms. Such account is deemed to be owned and controlled by the business entity;
   4. any information that You provide Us with is accurate, up-to-date and complete and You are authorised to provide Us with such information (including any financial information such as Account Information);
   5. You own or have the authority to grant the rights and licences granted to Us by You under these Terms; and
   6. any content You submit as part of Your use of Our Services do not violate the rights of any third party anywhere in the world including, without limitation, any Intellectual Property Rights (whether registered or not).
2. Our Services are provided to You on an “as is” basis without representations, warranties or conditions of any kind. We disclaim all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that Our Services are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.
11. LIABILITY & INDEMNITIES
1. In no event will We, Our parent company, subsidiaries and affiliates, and Our and their respective directors, officers, agents, personnel, employees, suppliers, subcontractors and licensors (collectively referred to as “Indemnified Parties”) be liable, 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 other pecuniary loss or for any special, indirect, incidental or consequential losses or damages, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise, even if foreseeable, arising out of or in relation to these Terms and/or Services, even if the Indemnified Parties have been advised of the possibility of such damages.
2. In addition, to the extent permitted by applicable law, the Indemnified Parties are not liable, and You agree not to hold the Indemnified Parties responsible, for any damages or losses resulting directly or indirectly from:
   1. Your use of the Platform and/or Our Services;
   2. the information You provide when using Our Services;
   3. Your inability to use Our Services;
   4. guidance provided by Us;
   5. delays or disruptions in Our Services;
   6. viruses or other malicious software, including, without limitation, trojans, worms, logic bombs, obtained by accessing or linking to Our Services;
   7. bugs, errors or inaccuracies of any kind in Our Services;
   8. damage to Your hardware device from the use of products sold or made available on the Developer’s App, or Our Services;
   9. the content, actions or inactions of third parties using Our Services;
   10. a suspension or other action taken by Us with respect to Your use of Our Services; or
   11. Your inability to do business as a result of changes to these Terms or Our Services.
3. You agree to defend, indemnify and hold 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 and/or Our Services including:
1. any claims or demands made by any third party, including a regulator or government authority, due to or arising out of Your use of Our Services;
2. Your violation of any of provisions of these Terms and/or Agreement, including, without limitation, any of the warranties, representations and undertakings;
3. Your violation of any applicable laws, including, without limitation, anti-money laundering, data protection or anti-spam laws;
4. the manner in which You use Our Platform and/or Our Services; or
5. Your breach or infringement of any third party’s rights (including other End Users) including, without limitation, any third party’s Intellectual Property Rights or privacy rights.
4. We, in no event will be liable for any dispute between You and the Developer or You and the Provider and/or You and Your Financial Institution. Additionally, in no event will We, be liable for any delay in delivery of Your payment or non-delivery of Your payment, to Your Provider.
5. Subject to clause K1 and K2, the Indemnified Parties’ aggregate liability to You, 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 or Services shall be limited to INR 10,000/- (Indian Rupees Ten Thousand).
6. Nothing in these Terms shall limit or exclude Your liability with respect to Your breach of any of the terms of these Terms including:
   1. for gross negligence, wilful default and fraud, including fraudulent misrepresentation, perpetrated by You;
   2. for death or personal injury caused by Your negligence; or
   3. for any other liability that cannot be limited or excluded under applicable law.
12. SUSPENSION & TERMINATION OF YOUR ACCOUNT
1. Without prejudice to any of Our rights and remedies and without any liability to You, We may terminate, limit, suspend or withdraw Your access to Our Services (effective immediately) and/or terminate Your account with Us if:
1. We consider, at Our sole discretion that You have breached these Terms or applicable laws (including any anti money laundering laws), in any manner whatsoever;
2. We are required to do so by applicable law (including if We receive a written request by a regulator to cease provision of Our Services to You); or
3. there are objectively justified and duly evidenced reasons, per Our sole discretion.
2. Upon expiry or termination of Your account with Us as the case may be, of these Terms, You shall:
   1. comply with Your obligations, which will survive the expiry or termination of these Terms; and
   2. promptly deliver to Us, upon Our request, all Confidential Information together with any other data, books, papers, materials and other related property belonging to Us or relating to these Terms and/or Our Services that are in Your possession or under Your control. No copies of the foregoing items may be retained by You for record purposes, except as required by applicable law.
13. REPORTING VIOLATIONS OF THESE TERMS
1. Our Services may include information and materials uploaded by other users of the Services. This information and these materials have not been verified or approved by Us. The views expressed by other users of Our Services do not represent Our views or values.
2. We are committed to ensuring that listed items and content on Our Platform and as a part of Our Services comply with these Terms. If You believe that a listed item or content breaches these Terms, please notify us at [email protected] and We will investigate.
3. We are not responsible for any complaints or disputes about products and/or services provided by any Developer, App or third party through which You accessed Our Services. You should settle these complaints or disputes with the Developer or third party directly.
14. GENERAL
1. Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of India. Subject to the Arbitration clause stated below (in Clause N2), the parties agree that any dispute, claim or controversy arising out of or relating in any way to these Terms, including Our Platform and Services, shall be subject to the exclusive jurisdiction of the courts at Bangalore, India.
2. Arbitration: Without prejudice to the foregoing, it is clarified that any such dispute, claim or controversy arising out of or relating in any way to the Platform or Our Services or these Terms, will 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 the arbitration proceedings shall be Bangalore, India and the proceedings shall take place in English language. The award and decision of the arbitrator shall be final and binding on the parties. This arbitration provision shall survive termination of these Terms.
3. Third Party Rights: A person who is not a party to these Terms has no right to enforce any of the terms herein.
4. Relationship of the Parties: Nothing contained in these Terms will be deemed or construed by the parties or any third party to create the relationship of partnership or joint venture or agency between the parties. The parties understand and agree that they will at all times remain independent parties contracting for services.
5. Further Assurances: The parties will do and execute or arrange for the doing and executing of each necessary act, document and thing reasonably within their power to implement and give effect to these Terms to its full extent, including, without limitation, assisting each other in complying with applicable law.
6. Assignment: These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. You agree that You will not assign or transfer these Terms or any of Your rights or obligations under these Terms, whether directly or indirectly, without first obtaining Our prior written consent. We reserve the right to transfer or assign these Terms or any right or obligation under these Terms without obtaining Your prior written consent.
7. Entire Agreement: These Terms and the documents referred to or incorporated herein by reference contain the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, negotiations and representations, written or oral, relating to its subject matter. Except as provided in these Terms and the documents referred to or incorporated into these Terms by reference, there are no conditions, representations, warranties, undertakings or agreements between the parties whether direct, indirect, collateral, express or implied.
8. Amendment: These Terms cannot be modified, varied, amended or supplemented in any way by You. We reserve the right to modify, vary, amend or supplement these Terms periodically. We will post the current version of these Terms on the Platform and each such change will be effective upon posting on the Platform or upon the date designated by Us as the “effective date” (if any). Your continued use of Our Services following any such change constitutes Your agreement to be bound by and its acceptance of these Terms as so modified.
9. Severability: If any provision of these Terms is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be severed from these Terms and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either of the parties.
10. Force Majeure: We will not be liable for any loss or damage or for any delay or failure in performance due to acts beyond Our control whether or not such acts could reasonably be anticipated (including without limitation acts of God, war, strikes, revolutions, legislative, judicial or regulatory acts of any government, court or regulatory authority, acts of any third party providers of goods or services to Us, labour disruptions, blackouts, embargoes, epidemics, pandemics).
11. No Waiver: Any waiver by Us of any of the provisions of these Terms will not constitute a waiver of any other provision (whether similar or not), nor will any such waiver constitute a continuing waiver of that particular provision, unless expressly provided by Us in writing.
12. Communications: Communications between Us may be conducted by letter, phone or email using the most recent details that You have provided to Us. You may contact Us with any inquiry, complaints or concerns with regards to the Terms or Our Services at the below details:

    1. Address: Open Financial Technologies Private Limited,

       Tower 2, 3rd Floor, RGA Tech Park, 18 Sarjapur Road,

       Carmelaram, Bengaluru – 560035, Karnataka, India.

    2. Email: [email protected] or [email protected]
13. Survival: The following clauses, and provisions referred to by such clauses, shall survive the termination or expiry of these Terms together with any other provisions which by their nature or are expressed to survive the expiry or termination or are intended or required to give effect to the expiration or termination of these Terms: Clause E3, Clause H1 (Intellectual Property Rights), Clause I (Confidential Information), Clause J (Warranties, Representations and Undertakings), Clause K (Liability and Indemnities), Clause L (Suspension and Termination of Your Account), and Clause N (General).
14. Professional Advice: Any information or data contained in or made available through the Services is provided for informational purposes only. Such information or data is not a substitutefor the services of qualified professionals. We do not give professional advice and are not in the business of providing legal, financial, accounting, taxation or other professional services or advice. You should take independent financial or other advice from a qualified professional regarding any information or data contained in or made available through the Services.
15. Audit: We shall have the right to audit Your compliance with these Terms on giving five (5) days’ written notice to You, unless such audit is required:
    1. for reasons of actual or suspected fraud, criminal activity or failure to comply with applicable law; or
    2. by a regulator; or
    3. for reasons of actual or suspected non-compliance by You with Your security obligations under these Terms.

For cases mentioned under clause (a) to (c) such audits may be at any time and without restriction.