Terms & Conditions

THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION

TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD

IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR

DIGITAL SIGNATURES.

THESE TERMS AND CONDITIONS WERE UPDATED ON 27 August 2022

(hereinafter referred as the “Agreement”/ “Terms of Use”) PLEASE CAREFULLY READ

THESE TERMS OF USE. BY PROVIDING YOUR CONSENT AND/OR USING THIS

PLATFORM YOU INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THESE

1. INTRODUCTION

 1.1. USELOCATOR INDIA PVT LTD, a company incorporated under the

Companies Act, 2013 and having its registered office at HOUSE NO. B-22

INDUS REGENCY GRAM NABI BAG, BHANPUR BHOPAL Bhopal MP

462038 IN (hereinafter referred to as the “Company”, which

expression shall unless repugnant to the context or meaning thereof

mean and include its successors and permitted assigns) is engaged in

the Business (as defined below).

 1.2. Company is inter alia engaged in the business of providing digital

/technological financial solutions to its customers in India through the

Platform (as defined below) either directly or through its business

partners including but not limited to Retail Partners (as defined below).

The services include access to digital financial services provided by

various service providers and non-financial products and services

including IRCTC Services (“Company Services”).

 1.3. Company collaborates with various distributors of goods and

services by associating with them as their strategic business partners

(“BP(s)”) to assist the Company in appointing various retail partners in

various cities, managing such retail partners and in certain cases also

dissemination of Company Services to such retail partners.

 1.4. Company is now desirous of engaging with various retail partners

to assist the Consumers in providing Financial Services through their

retail outlets by making available the disseminated Company Services

and/or providing such other services as may be intimated by Company

from time to time (“Retail Partner(s)”).

 1.5. You have expressed your desire of engaging with Company as

Retail Partner and in this regard have submitted information in the RAF

to Company and/or BPs and have also verified the contents in the RAF

on this Platform (“Verification Process”).

 1.6. You understand, agree and acknowledge that your engagement as

the Retail Partner and the use of this Platform, Website and/or

Company Services including all information, tools and services available

from this Platform to the Retail Partner and the Consumer is

conditioned upon the successful completion of Verification Process and

Your acceptance of all terms, conditions, policies and notices stated

here, the terms whereof are subject to change at any time without prior

notice to You. Any new features or tools which are added to the current

Platform shall also be subject to this Agreement. To ensure that You are

aware of the changes, please review this Agreement and all the

documents referred to hereunder periodically.

 1.7. In the event You are representing an incorporated entity, You

hereby confirm that You have been expressly authorized by such entity

to provide consent to this Agreement, and such entity agrees to be

bound by the terms hereunder.

In this Agreement, Retail Partner and Company are individually referred to as

“Party” and collectively referred to as “Parties”

2. DEFINITIONS AND INTERPRETATION

 2.1 In the Agreement, unless the contrary intention appears and/or the

context otherwise requires, capitalized terms defined by: (i) inclusion in

quotations and/ or parenthesis have the meanings so ascribed; (ii) the

capitalized terms used herein and not defined in this Agreement shall

have the meaning ascribed to them in Company Rules and/or Website;

and (iii) the following terms shall have the meanings assigned to them

herein below:

“Agreement” / “Terms of Use” means these terms and conditions and

all their modifications from time to time in accordance with the

provisions contained herein, together with all schedules, annexures and

exhibits hereto;

“Applicable Law” includes all applicable Indian statutes, enactments,

acts of the state legislature or parliament, laws, ordinances, rules, bye-

laws, regulations, notifications, guidelines, directions, directives and

orders of any governmental authority, statutory authority, board as

may be applicable, including but not limited to any guidelines and/or

directions issued by the Reserve Bank of India and in each case, any

implementing regulation or interpretation issued thereunder including

any successor Applicable Law;

“Business” shall mean the business of providing various financial and

non-financial services to its customers, either directly or through its

business partners, by the means of a technological solution and/or by

setting up a network of stores and agents to facilitate the digital

dissemination of such financial / non-financial services;

“Business Day” means any day of the week (excluding Saturdays,

Sundays and public holidays) or a day on which banking institutions in

India are open for general business;

“Confidential Information” means all information (whether oral or

recorded in any medium) relating to the business, financial or other

affairs (including future plans) of the Company, Retail Partners ,

Consumers which is treated by the Company, as confidential, or is

marked or is by its nature confidential, including but not limited to all

Intellectual Property belonging to the Company, their affiliates or any of

the other Retail Partners or BPs as the case may be, together with the

existence and contents of this Agreement (including all Schedules), any

ancillary documents and the negotiations relating to this Agreement;

“Competing Business” shall mean:

o (i)Business; and/or

o (ii)consulting in the area of Business.

“Consumer” shall mean the consumer that undertakes a transaction on

the Platform and /or avail Company Services and that is bound by the

consumer terms and conditions between the Company and such

consumer;

“Effective Date” shall mean the date of Retail Partner’s acceptance of

this Agreement;

“Financial Services” shall mean the financial services provided by

various service providers to the Consumers utilizing the Company

Services on the Platform;

“Governmental Authority” means any nation, state, sovereign, or

government, any federal, regional, state, local or political subdivision

and any entity exercising executive, legislative, judicial, regulatory or

administrative functions of or pertaining to government,

constitutionally established and having jurisdiction over any of the

Parties (to the extent relevant to the transactions contemplated hereby)

or the assets or operations of any of the foregoing or the transactions

contemplated hereby;

“INR” or “RS” means Indian Rupees, the lawful currency of the Republic

of India;

“IRCTC” shall mean the Indian Railway Catering and Tourism

Corporation;

“IRCTC Services” shall mean the services provided by the Company

acting as the PSP through its RSP(s) including but not limited to booking

and/or cancellation of train tickets;

“IRCTC T&C” shall mean the terms and conditions applicable to Retailer

Partners acting as RSP for the Company for the purpose of providing

IRCTC Services to Consumers;

“IRCTC ID” shall mean the credentials assigned to RSP by the PSP for

the purpose of accessing the IRCTC Services;

“Intellectual Property” shall mean all intellectual property used for

the purpose of or in association with or in relation to providing

Company Services utilizing the Platform and includes without limitation

(a)

Software, operating manuals, software code, program, instructions,

specifications, processes, input methods, data or information used in

relation to, in association with or for the operation of the software

installed by Company ; (b) the trademarks, service marks, trade names,

business names, logos, symbols, styles, colour combinations used by

Company during the course of its business and all depictions,

derivations and representations thereof; (c) all promotional material

including without limitation, advertisements, literature, graphics,

images, content and the ‘look and feel’ of all of the above; (d) all

information, data or material in whatever form, whether tangible or not,

provided by Company to Retail Partner during the course of or in

relation to the Services; and (e) all techniques, formulae, patterns,

compilations, processes, inventions, practices, methodology, techniques,

improvement, utility model, procedures, designs, skills, technical

information, notes, experimental results, service techniques, samples,

specifications of the products or services, labelling specifications, rights

on software, and any other knowledge or know-how of any nature

whatsoever;

“Material Breach” shall mean any material breach of the terms of this

Agreement by Retail Partner including but not limited to any breach of

provisions of Clause 8 and Clause 9 of this Agreement;

“Person” shall mean any individual (including personal

representatives, executors or heirs of a deceased individual) or legal

entity, including but not limited to, any partnership, joint venture,

corporation, trust, unincorporated organization, limited liability

company, limited liability partnership or Governmental Authority;

“Platform” shall mean the Software accessible through the Website;

“Proprietary Items” shall mean any document, record, notebook, plan,

model, component, device, communication device, computer software

or code, or Confidential Information or Trade Secret whether embodied

in a disk or in any other form, including electronic form owned and/or

used by the Company;

“Principal Service Provider” / “PSP” shall mean the Company;

“RBI” shall mean the Reserve Bank of India;

“Retail Partner Application Form”/ “RAF” shall mean the retail

partner application form provided to You by BPs and/or Company

along with Your details for the purpose of applying to the Company to

be engaged as its Retail Partner;

“Retail Outlet” shall mean the place of business as provided in the RAF

from where the Retail Partner, upon authorization from Company, shall

provide Services to Company and/or utilize / make available the

Company Services to be utilized by the Consumers;

“Retail Service Provider” / “RSP” shall mean the Retailer Partner(s)

who have been appointed by the Company for the purpose of extending

IRCTC Services to the Consumers;

“Services” shall mean: (a) services provided by Retail Partners with

respect to assisting the Consumers in making available the Financial

Services utilizing the Company Services and/or Platform at its Retail

Outlets or such other place as may be permitted by Company; and/or

(b)

such other services as intimated by Company to Retail Partner from

time to time;

“Software” shall include custom built software that is owned by

Company, or software that has been licensed from third party suppliers

by Company and in relation to which Company has obtained the right to

sub license from such third party suppliers, as modified/ replaced from

time to time, that enables Retail Partner to utilize Company Services on

communication devices such as computers, mobile phones and other

handheld wireless devices etc. as identified by Company from time to

time;

"Related Entities" shall mean any parent company, subsidiaries,

affiliated corporations, partnerships, or joint ventures of the Company;

“Trade Secret” shall mean any information, user flow steps, screens,

including a formula, pattern, compilation, program, device, method

technique, or process that derives independent economic value, actual

or potential, from being not generally known to, and not being readily

ascertainable by proper means by, other persons who can derive

economic value from its disclosure or use, including but not limited to

the patented information and processes as well as the unpatented

information and processes comprising, underlying, arising from, and

associated with and/or used by the Company or any Related Entity;

“Tax” or “Taxes” shall mean any and all taxes, cess, levies, imposts,

duties, charges, deposits, fees, deductions or withholdings that are, or

that are to be, imposed, levied, collected, withheld or assessed, together

with any and all interest, penalties, claims or other liabilities arising

under or relating thereto;

“You” or “Your”; shall mean any natural or legal person who has access

to and is using the Platform for the purpose of being engaged as a Retail

Partner in accordance with the terms of this Agreement; and

“Website” shall mean and include www.uslpay.in, mobile application of

Company, any successor website/ applications, any website of Related

Entity or any other channel facilitated and permitted by Company

including but not limited to App, any other digital medium including

phone, displays, emails, social media interfaces, messaging interfaces,

wallet, payment intermediaries using Company’s interface.

 2.2 Interpretation: In this Agreement, unless the context otherwise

requires:

o (i)the headings are inserted for ease of reference only and shall

not affect the construction or interpretation of this Agreement;

o (ii)references to one gender include all genders;

o (iii)any reference to any enactment of statutory provision is a

reference to it as it may have been, or may from time to time be,

amended, modified, consolidated or re-enacted (with or without

modification) and includes all instruments or orders made under

such enactment;

o (iv)words in the singular shall include the plural and vice versa;

o (v)any reference of “days” would mean “calendar days” and

similarly reference of year and month would mean “calendar

month” and “calendar year”;

o (vi)any reference to “intimation “and “intimated” shall include

any intimations provided by Company on Website and/or

Platform.

o (vii)unless otherwise specified, time periods within or following

which any payment is to be made or act is to be done shall be

calculated by excluding the day on which the period commences

and including the day on which the period ends and by extending

the period to the next Business Day if the last day of such period

is not a Business Day; and whenever any payment is to be made

or action to be taken under this Agreement is required to be

made or taken on a day other than a Business Day, such payment

shall be made or action taken on the next Business Day; and

o (viii)Any reference to “writing” shall include printing, typing,

lithography, transmissions by facsimile or in electronic form

(including e-mail) and other means of reproducing words in

visible form including but not limited to any instructions

provided by Company on Website and/or Platform.

 2.3No provisions shall be interpreted in favour of, or against, any Party

by reason of the extent to which such Party or its counsel participated

in the drafting hereof or by reason of the extent to which any such

provision is inconsistent with any prior draft hereof.



3. SCOPE OF THIS AGREEMENT

3.1. ENAGEMENT AS THE RETAIL PARTNER

o (i)During the Term of this Agreement and subject to the

provisions of this Agreement, Company herby engages You and

You hereby agree to be engaged as a Retail Partner. As Retail

Partner, Company will allow you to access the Website and/or

Platform and depending upon the nature of transactions, You

shall: (a) provide Services to Company; and/or (b) avail services

from Company and/or third party service providers through the

Website and/or Platform.

o (ii)During the Term and subject to the provisions of this

Agreement, and unless otherwise specified by Company. the

Retail Partner shall at its Retail Outlet:

 (a)assist Consumers in undertaking transactions and/or

utilizing Company Services;

 (b)provide such services to Company as is intimated in

writing by Company;

 (c)assist Company and/or BPs in the marketing of the

Company Services; and/or

 (d)undertake such other business activities as instructed

by the Company and/or informed by BPs from time to time.

o (iii)Retail Partner acknowledges and agrees that its appointment

is subject to its continuance compliance with the provisions of

this Agreement.

o (iv)Company may, in order to manage credit risk associated with

the transactions on Website / Platform, require Retail Partners to

maintain an amount in advance with Company either directly or

with the assistance of BP from time to time. Depending upon the

nature of Services, Company may restrict certain/all transactions

on Website / Platform on account of insufficiency of such advance

amount as is required for such Services. Company may rely on

factors including but not limited to the nature of Services and the

performance record of Retail Partner in evaluating the sufficiency

of advance amount required for any transaction on Website /

Platform. The determination of such sufficiency / insufficiency

shall be at Company’s sole discretion.

3.2. ENGAGEMENT AS RETAIL SERVICE PROVIDER FOR IRCTC

SERVICES

 (i)During the Term of this Agreement and subject to the provisions of

this Agreement, PSP herby engages You and You hereby agree to be

engaged as RSP. As RSP, PSP will allow you to access the Website

and/or Platform and will assign You with the IRCTC ID which shall

enable You to provide IRCTC Services to Consumers.

 (ii)During the Term and subject to the provisions of this Agreement,

and unless otherwise specified by PSP, the Retail Service Provider shall

at its Retail Outlet:

o (a)assist Consumers in utilizing IRCTC Services;

o (b)provide such services to Consumers as is intimated in writing

by PSP; and/or

o (c)undertake such other activities as instructed by the PSP from

time to time.

 (iii)RSP acknowledges and agrees that its appointment is subject to its

continuance compliance with the provisions of this Agreement.

 (iv)PSP shall, in order to ensure continuous provisioning of IRCTC

Services on Website / Platform, require RSP to maintain an amount in

advance with PSP either directly or with the assistance of BP from time

to time. PSP may restrict certain/all transactions on Website / Platform

in relation to the IRCTC Services on account of insufficiency of such

advance amount as is required for providing IRCTC Services. The

determination of such sufficiency / insufficiency shall be at Company’s

sole discretion. Renewal of IRCTC ID: PSP shall issue a notification to

the RSP for renewal of its IRCTC ID 75 (seventy-five) days prior to the

date of its expiry. RSP shall have the option to, within a period of 15

(fifteen) days of such notification, either: (a) decline such renewal; or

(b) make payment of the yearly renewal fees for renewal of IRCTC ID.

The RSP shall be deemed to have agreed to renewal of its IRCTC ID in

the event that it fails to decline such renewal within the aforementioned

15 (fifteen) day period. In the event that the RSP fails to exercise either

of the options during the aforementioned 15 (fifteen) day period, PSP

shall be authorized to deduct the yearly renewal fees from the advance

amount maintained by the RSP with the PSP during the remaining 60

(sixty) days prior to the expiry of the IRCTC ID without any notification

to the RSP, and subject to availability of adequate funds in such advance

amount. In the event of successful payment of the yearly renewal fees,

either by the RSP or by the PSP through deduction from advance

amounts maintained by RSP, the IRCTC ID shall be renewed for a

further period of 1 (one) year. Upon failure of such payment, the IRCTC

ID shall be deactivated at the due date of its expiry, i.e., 75 (seventy-

five) days from the first notification. It is hereby clarified that RSP shall

continue to have access to its IRCTC ID and IRCTC Services up to the

date of its expiry even in the event that it declines renewal of the IRCTC

ID not less than 60 (sixty) days in advance of its expiry.

 (v)During the Term of this Agreement and subject to the provisions of

this Agreement, RSP hereby authorizes the PSP to:

o (a)deduct the yearly renewal fees paid by the PSP to IRCTC on

behalf of the RSP for the purpose of providing access to the IRCTC

Services from the advance amount maintained by the RSP with

the PSP, in the manner specified in sub-clause (v) above;

o (b)deduct any penalty/fine imposed by IRCTC on the PSP, in case

of any default and/or failure on the part of the RSP in complying

with the guidelines issued by IRCTC in relation to performance of

activities by the RSP while providing IRCTC Services, from the

advance amount maintained by the RSP with the PSP; and/or

o (c)limit/block access to the IRCTC ID of the RSP in case of default

and/or failure on the part of the RSP in complying with the

guidelines issued by IRCTC in relation to performance of

activities by the RSP while providing IRCTC Services or in case of

any default in complying with the instructions given by the PSP

from time to time.

 (vi)RSP agrees and acknowledges that IRCTC and/or PSP shall have the

right to limit, restrict or block access to the IRCTC ID of the RSP and/or

temporarily or permanently, suspend or terminate the IRCTC ID of the

RSP in the event that the RSP does not access IRCTC Services through its

IRCTC ID or does not use its IRCTC ID in any manner for a period

exceeding 6 (six) months.

 (vii)RSP agrees and acknowledges that Company shall have the right to

permanently deactivate the IRCTC ID of the RSP in the event that the

RSP has not booked any ticket using IRCTC ID for a period of 6 (six)

months from the date of registration.

 (viii)During the Term of this Agreement, RSP hereby agrees and

undertakes to ensure compliance with the guidelines issued by the

IRCTC in relation to the performance of the IRCTC Services which are

available at https://contents.irctc.co.in/en/Agent_Policy.pdf

4. FEES AND EXPENDITURE

 4.1In consideration of Company making available the Platform, Website

and /or Company Services to Retail Partner, it shall be entitled to a

service fee (“Company Service Fee”) as may be intimated by Company

from time to time. Company shall also be entitled to receive/deduct any

other service fee from Retail Partner for any services provided by the

Company to Retail Partner as may be intimated by Company from time

to time.

4.2In addition to the limited right to use the available Platform, Website

and /or Company Services and depending upon the nature of Services

being provided by Retail Partner, Retail Partner may be entitled to

commissions, discounts service fees or such other remuneration from

Consumers and/or Company (collectively the “Retail Partner Service

Fees”) as may be intimated by Company from time to time.

 4.3Retail Partner shall be responsible for payment of its own Taxes, of

whatever nature, in respect of all sums payable by Company to Retail

Partner under this Agreement.

 4.4In relation to certain Company Services, Retailer Partner may be

required to maintain such security deposit as may be intimated by

Company and/or BPs from time to time.



5. OPERATION OF RETAIL OUTLET

 5.1During the Term, Retailer Partner shall render Services by and

through such of its officers, employees, agents, representatives and

affiliates as it shall designate, from time to time. Notwithstanding

anything to the contrary contained in this Agreement, Company shall

have the right at any time, to modify, alter, amend and/or discontinue

Services, including the manner, procedure, process in which Retail

Partner will be required to perform Services and Retail Partner shall be

bound by all such modifications, alterations and amendments made by

Company.

 5.2It is hereby agreed between the Parties and declared for the

avoidance of doubt that Retail Partner shall only market, promote or

make available such Company Services as are permitted expressly by

Company.

 5.3Company may specify to Retail Partner, the necessary infrastructure

and equipment required at the Retail Outlet including but not limited to

any minimum area requirements of the Retail Outlet, computer

terminals, peripherals attachments, internet and broadband

connectivity, mobile device and/or any such device with GPRS

connectivity, html enabled, which is sufficient for the purposes of

utilizing Software and/or effectively making available Company

Services (“Specifications”). Retail Partner shall ensure compliance with

Specifications at all times at its sole expense. Further, Retail Partner

shall at all times during the Term, display Company’s signage,

signboards, logos, etc. at a prominent place in the Retail Outlet strictly

in accordance with the instructions provided by Company and/or BP in

this regard.

 5.4Company may, at its sole discretion and with or without

consideration, provide training manuals, technology support, ongoing

advice and assistance to Retail Partner and designated employees of

Retail Partner including without limitation the provision of brochures,

pamphlets, charts, signboards, signage and other materials for the

purposes of advertisement, promotion and marketing Company

Services. Any materials supplied by Company shall be utilized solely in

relation to the provision of Services and Retail Partner shall ensure that

such materials are not utilized for any other purpose.

 5.5Company may, in the interest of making available Services to

Consumers, allow Retail Partner to provide Services from a location

other than a Retail Outlet subject to Applicable Law and rules intimated

by Company in this regard.

6. TERM AND TERMINATION

 6.1 Term

 (i)This Agreement will be effective from Effective Date and shall remain

valid for a period of 5 (five) years unless terminated earlier in

accordance with Clause 6.2 of this Agreement (“Term”).

 (ii)Upon the expiry of Term and subject to satisfactory performance of

Retail Partner’s obligations under the Agreement, this Agreement may

be renewed at Company’ option, on such terms and conditions as may

be applicable at the time of such renewal. Company may exercise its

right of renewal by giving a notice in writing to Retail Partner 30

(thirty) days prior to the completion of the Term.

 (iii)If Company decides to renew this Agreement, the Parties shall

forthwith execute an agreement on the same terms and conditions

and/or such terms and conditions as may be applicable at the time of

such renewal. Retail Partner shall ensure that the said agreement is

renewed from time to time and Retail Partner agrees and acknowledges

that Company shall not be responsible/liable in any manner

whatsoever, if Agreement is not renewed and the Retail Partner

continues to do business during such period wherein, there is no valid

agreement between the Parties.

 6.2 Termination

 (i)During the period commencing from the Effective Date and expiring

on [24 (twenty-four) months] from the Effective Date, (the "Lock-in

Period") Retail Partner cannot terminate this Agreement.

 (ii)After the expiry of Lock-in Period, Retail Partner may terminate this

Agreement by giving a 90 (ninety) days’ written notice to Company.



 (iii)Company shall have the right to terminate this Agreement

immediately upon the occurrence of an “Event of Default”. For

purposes of this Agreement, the term “Event of Default” shall have

occurred if:

o (a)if there is a Material Breach by Retail Partner that remains

uncured even after the expiry of 15 (fifteen) Business Days after

the date of a written notice issued by the Company of such

occurrence;

o (b)if Retail Partner commits any fraud, negligence, misconduct,

or is otherwise engaged in any fraudulent or illegal activity;

o (c)if the agreement between Company and the BP is terminated;

o (d)if an order is made by a court of competent jurisdiction, or a

resolution is passed, for the liquidation, bankruptcy, insolvency

or administration of Retail Partner or a notice of appointment of

7. CONSEQUENCES OF TERMINATION

 7.1 Upon termination of this Agreement for any reason stated in Clause

6 above, the Retail Partner shall:

o (i)immediately cease to utilize, promote, market or advertise

Company’s products and/or services including but not limited to

Company Services;

o (ii)immediately discontinue to utilize any Intellectual Property

including but not limited to logo and name of Company and shall

immediately hand over any and all copies or documentation of

such Intellectual Property;

o (iii)immediately return to Company all Confidential Information

provided to Retail Partner under the Agreement including but not

limited to all information and data with respect to BP and

Consumers;

o (iv)immediately return to Company originals and copies of any

and all materials provided to Retail Partner pursuant to this

Agreement or in the course of provision of Services, including any

publicity and marketing materials in its possession;

o (v)immediately discontinue and cease to use Platform and/or

any Software provided by Company and shall hand over any

copies or documentation of Software and shall purge Software or

cause it to be purged from all human and machine-readable

media (or other memory devices);

o (vi)provide remote access to Company to disable any software

that Company and/or BP had installed;

 (iv)In addition to the foregoing, Company may terminate this

Agreement at any time by giving 30 (thirty) days written notice to

Retail Partner.

 6.3Without prejudice to anything else contained in this Agreement, In

the event of termination of the Agreement under Clause 6.2.(a) of

6.2.(b), the Company reserves the right to take such civil or criminal

legal action against the Retail Partner as may be appropriate or

required at the discretion of the Company.

 6.4The rights and obligations of the Parties under this Agreement,

which either expressly or by their nature survive the termination of this

Agreement, shall not be extinguished by termination of this Agreement.

 6.5The termination of this Agreement in any of the circumstances

aforesaid shall not in any way affect or prejudice any right accrued to

any Party against the other Parties, prior to such termination.



an administrator of Retail Partner is filed with a court of

competent jurisdiction.

8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

 8.1 Retail Partner represents and warrants to Company that the

execution and delivery by Retail Partner of this Agreement does not,

and the performance by Retail Partner of his obligations hereunder will

not, with or without the giving of notice or the passage of time, or both:

o (i)violate any judgment, writ, injunction, or order of any court,

arbitrator, or governmental agency, applicable to Retail Partner;

and / or

o (ii)conflict with result in the breach of any provisions of or the

termination of, or constitute a default under, any agreement to

which the Retail Partner is a party or by which Retail Partner is or

may be bound, including, without limitation, any non-

competition, non-solicitation agreement or similar agreement.

 8.2Retail Partner further represents and warrants that it fully and

completely understands this Agreement and the financial requirements

and risks associated with the same and that:

o (i)it has the power, financial and legal capacity to execute, deliver

and perform its obligations under this Agreement and all

necessary corporate, shareholder and other actions have been

validly obtained to authorize such execution, delivery and

performance, and this Agreement constitutes its legal, valid and

binding obligation, enforceable against it in accordance with its

terms; and

o (ii)it has engaged in negotiations with Company and has either

consulted with an attorney of his choice or has had ample

 7.2Upon notice of termination from either Party, Retail Partner shall

perform all the obligations under this Agreement during the notice

period. Any waiver of the forgoing obligation should be at the absolute

discretion of the Company and such waiver shall only be valid if given in

writing by the Company.

 7.3Retail Partner hereby agrees and undertakes that it shall grant

Company, its employees or agents, access to its offices/place of business

and information technology systems for a period of 60 (sixty) days after

termination for the verification of its compliance under Clause 7 of the

Agreement.

o (vii)immediately remove all signboards, banners, glow

signboards and all such material which indicates any association

with Company from Retail Outlets, its office and any other

premises; and

o (viii)confirm in writing to the Company of having complied with

the provisions of this Clause 7.1.

 8.3Retail Partner hereby represents, agrees and undertakes that: 

o (i)it shall at all times ensure compliance with Applicable Laws,

the provisions of this Agreement, Company Rules and

instructions provided by Company from time to time;

o (ii)the information provided in the RAF is complete and accurate

and if there is any change in such information it shall inform the

Company immediately of such change;

o (iii)it shall not provide any Services or collect any amounts from

Consumers during the time Company Services, Website and/or

Platform are unavailable to Retail Partner at any time and/or for

any reason whatsoever.

o (iv)it shall not at any point undertake or facilitate, any cash

collection or payment through any officer, employee, agent of the

Company and that it is fully aware that it shall be solely

responsible for any such cash collection or settlement and shall

indemnify and hold harmless the Company from any loss arising

out or in relation to such cash transaction/collection;

o Retail Outlets

o (v)at all times during the term of the Agreement, the Retail

Outlets shall comply with the Specifications;

o (vi)all Services shall be provided solely through the Platform

and/or Website or are recorded therein and no offline

transactions are undertaken and/or no such fake/ false receipts

are issued by the Retail Partner for any transaction done by the

Retail Partner which are not transacted through Platform and/or

Website;

o (vii)at all times during the Term of the Agreement, it shall ensure

that no other services of the same and/or similar nature to

Services that Retail Partner is authorized to provide by Company;

[that the Retail Outlet is utilized solely for the purpose of

rendering the Services in accordance with the Agreement]

o (viii)it shall ensure that and shall not cause or permit to be made

available in the Retail Outlet: (a) any material that may not be

made available to the public under Applicable Law, including

without limitation any vulgar, obscene, pornographic, misleading,

defamatory, libelous, offensive, derogatory, threatening,

harassing, abusive or violent content and/or (b) carry out any

activity that is not permitted under Applicable Laws or is

reasonably considered to be immoral or against public interest;

opportunity to do so and is fully satisfied with the opportunity it

has had.

o (ix)at all times during the Term of this Agreement, it shall bear

all costs and/or incidental expenses including without limitation

all fees for application, license fees, charges and Taxes, in relation

to the provision of Services and/or operating the Retail Outlet;

o (x)at all times during the Term of this Agreement, the Retail

Outlet shall be open for business during normal business hours,

or as permitted by Applicable Laws or such other time period as

Company may specify from time to time;

o (xi)Employees

o (xii)it shall be solely responsible for all such personnel employed

by him, including payment of wages, making of contributions

under Applicable Laws such as the Employees Provident Fund

and Miscellaneous Provisions Act, 1952, the Employees State

Insurance Act, 1948, etc.;

o (xiii)it acknowledges that it shall be solely responsible for all acts

and omissions of its employees, subordinates, agents, aforesaid

assignees or other personnel engaged by the Retail Partner;

o (xiv)it shall make correct and accurate representations of the

services offered by Company including Company Services to

Consumers;

o (xv)it shall not at any point and to any Person make any

communication regarding the services offered by Company

unless authorized by Company in writing;

o (xvi)it shall, unless otherwise intimated in writing by the

Company, follow the instructions provided by BPs with respect to

Company Services;

o (xvii)it shall immediately inform to Company and the relevant

BP of any circumstances that can cause damage to the business,

goodwill and reputation of Company;

o (xviii)it shall work exclusively for the Company during the Term

and shall not provide its services to any other Person, unless so

permitted by Company in writing;

o (xix)during the Term and for a period of 1 (one) year thereafter,

it shall not, directly or indirectly, either individually or through

any Person (including through its employees, Affiliates or

relatives or in a firm where the Retail Partner or any relative or

nominee of the Retail Partner is a partner, or in any company

where the Retail Partner or any relative or nominee of the Retail

Partner is a director or shareholder):

 (a)be appointed as a distributor/ strategic business

partner /retail partner for any other Person that is carrying

out any business that is same or similar to Competing

Business or is in competition to business carried by the

Company and/or the Related Entities; and/or

 (b)engage or be interested (as a stockholder, director,

officer, trustee, consultant, or otherwise), either

individually or through any Person, in any other business,

which undertakes, anywhere in India or elsewhere, any

activity, which is competitive with Company’s and/or

Related Entities’ business activity without the prior written

consent of Company, which Company may withhold at its

sole discretion.

o (xx)it shall not encroach upon / solicit business in the territories

assigned to other business partners, distributors or retailers of

the Company. In the event of disputes between the Retail

Partners and any such other business partner of Company, such

disputes shall be resolved by an officer appointed by Company in

this regard, whose decision shall be final and binding;

o (xxi)it shall maintain accurate and proper accounts of all

transactions between BP and itself in the form prescribed and

updated by Company from time to time;

o (xxii)it shall observe proper ethics and transparency in all its

actions in the course of provision of the Services and shall not, in

any circumstances, take any action or make any statement that

may mislead any Person;

o (xxiii)it shall not provide any discounts on the prices fixed for

various products/services by Company except with Company’s

prior written consent;

o (xxiv)it shall promote the sale of Company’s products/services

in accordance with the publicity and marketing guidelines issued

by Company from time to time;

o (xxv)it shall make all efforts to settle any disputes that may arise

between itself and Consumers amicably and in the event any such

dispute is referred to a consumer forum or other competent

authority, shall provide all assistance in the settlement of the

dispute;

o (xxvi)it shall be solely responsible for and hereby undertakes to

strictly comply with all Applicable Laws in connection with the

provision of Services and shall obtain and maintain in full force

and effect all Approvals, registrations required under Applicable

Laws for the operation of the business and provision of the

Services, including the exhibition of sign boards and/or

neon/advertising signs, etc., at its expense;

o (xxvii)it shall ensure regular and timely payment and deposit of

all Taxes as applicable from time to time with the relevant

authorities;

o (xxviii)it shall obtain Company’s prior written approval for any

change in its constitution and/or location of its Retail Outlet and

other place of business;

o (xxix)it shall use its best endeavours and take such steps as

Company may reasonably require to ensure that its management

and staff keep confidential the contents of this Agreement and/or

all information they obtain about Company’s business which is

not available to the general public;

o (xxx)it is aware and acknowledge that the services provided by

the Company including Company Services is provided on an “as

is” and “as available” basis and that the use of Company Services

by Retail Partners and/or Consumers is at the Retail Partner’s

own risk;

o (xxxi)it is aware and acknowledge that the Company does not

warrant, endorse, guarantee, or assume responsibility for any

product or service advertised or offered by a third party

including the Financial Services being provided by various service

providers through Company Services or Platform or any

hyperlinked website or service; and

o (xxxii)it shall not, without Company’s prior written approval,

either on its invoices, letterheads or any other place or by any

other means, orally or in writing, make any statement or

representation, calculated or liable to induce others to believe

that the Retail Partner is the agent of Company or do any act,

deed or things to bind Company in any way in dealing with any

third party(ies).

9. RIGHTS OF THE COMPANY

 9.1Suspension of Company Services by Company



 (a)violated or is likely to violate the terms of this

Agreement or any other agreement it has with Company or

any of the Company Rules;

 (b)violated or is likely to violate any of the Applicable Law

related to the services provided by it including the

Services; and/or

o (i)Retail Partner agrees and acknowledges that Company

reserves the right to suspend and/or terminate the provision of

Company Services if Retail Partner and/or BP has:

o (i)any or all sums due and payable by Retail Partner to Company

under this Agreement;

o (ii)the amount of any liability incurred by Retail Partner against

Company under this Agreement;

o (iii)any amount erroneously paid to Retail Partner by Company

and/or BP; and/or

o (iv)any statutory liability of Retail Partner including payment of

applicable Taxes that Retail Partner has failed to pay to the

relevant Governmental Authorities.

 (c)provided any false, incomplete, inaccurate or misleading

information or otherwise engaged in fraudulent or illegal

conduct.

o (ii)Retail Partner agrees and acknowledges that the Company

reserves the right to suspend and/or terminate the provision of

Company Services:

 (a)if Company is mandated to do so under Applicable Law

and instructions from Governmental Authority;

 (b)for recovery of any of its dues under the Agreement;

 (c)for any suspected violation of any rules, regulations,

orders, directions, notifications issued by Governmental

Authority from time to time;

 (d)for any discrepancy or suspected discrepancy in the

particular(s) or documentation provided by Consumers,

Retail Partner and/or BP;

 (e)due to technical failure, modification, up gradation,

variation, relocation, repair, and/or maintenance due to

any emergency or for any technical reasons;

 (f)due to any act/omission/failure on part of the service

provider providing the relevant Financial Services; and/or

 (g)for any other reason that Company deems appropriate

in the best interests of Business.

 9.2Right to Set off and Withhold Payment



 Retail Partner agrees and acknowledges that Company reserves the

right at any time to (without notice to Retail Partner) set off and apply

any or all sums due and payable by Company to Retail Partner under

this Agreement, and/or any or all sums of money held in accounts with

Company and/or BP against:



 9.3Data Collection and Privacy 

o (i)Retail Partner shall not collect and /or share any data with

respect to the Consumers for itself or any other third party. Retail

Partner agrees acknowledges that Company shall be the sole

owner of all data including Consumer data collected /generated

under any transaction utilizing the Platform and/or the Company

Services; and Company shall be free to share such consumer data

with Related Entities.

o (ii)In addition to the foregoing, the Parties agree and

acknowledge that the Company may collect financial and other

data from BPs, Consumers, Retail Partners and may utilize the

same for undertaking a credit check through agencies such as

Credit Information Bureau (India) Limited for the purpose of

recommending them for suitable credit facilities to be provided

by financial institutions. In relation to the same, Retail Partner:

 (a)undertakes to assist the Company in collection of such

financial data;

 (b)undertakes to keep such data as a confidential; and

 (c)agrees and acknowledge that Company is the sole owner

of such financial data and that such financial data would be

a Confidential Information for the purpose of this

Agreement.

o (iii)All of the information collected by Company Retail Partner is

subject to the privacy policy available at

10. NON SOLICITATION AND NON-DISCLOSURE COVENANTS

 (i)directly or indirectly assist, promote or encourage any

other Retail Partner, Consumer existing or potential

employees, customers, clients, or vendors of the Company

or any other Retail Partner, as well as any other parties

o 10.1Retail Partner acknowledges that its services hereunder are

of a special, unique character, and its strategic business

partnership with the Company places it in a position of

confidence and trust with customers, suppliers, and other

persons and entities with whom the Company have a business

relationship.

o 10.2Retail Partner further acknowledges that the rendering of

services under this Agreement will likely require the disclosure to

the Retail Partner of Confidential Information including Trade

Secrets. As a consequence, Retail Partner agrees that it is

reasonable and necessary for the protection of the goodwill and

legitimate business interests of the Company that the Retail

Partner makes the covenants contained in this Clause 10 and that

such covenants are a material inducement for the Company to

enter into this Agreement, and that the covenants are given as an

integral part of this Agreement.

o 10.3Non solicitation Covenants: Retail Partner agrees that during

the Term of the Agreement and 1(one) year after the termination

of the Agreement, it will not engage in the following acts:

which have a business relationship with the Company to

terminate, discontinue, or reduce the extent of their

relationship with Company;

 (ii)directly or indirectly offer employment to, enter into a

contract for the services of, or attempt to solicit or seek to

entice away from the Company any individual who is at the

time of the offer: (a) a director, officer or employee with

the Company and its Affiliates; (b) client of the Company

and/or its affiliates; and/or (c) or procure or facilitate the

making of any such offer or attempt by any other Person.

 (iii)disparage the Company, any Related Entities, and/or

any shareholder, director, officer, employee, or agent of the

Company or any Related Entity and/or;

 (iv)engage in any practice, the purpose of which is to

evade the provisions of this Clause 10 or commit any act

which adversely affects the Company, any Related Entity,

or their respective businesses.

o 10.4 Disclosure of Confidential Information: Retail Partner

acknowledges that the Confidential Information and all other

confidential or proprietary information with respect to the

business and operations of the Company and Related Entities are

valuable, special, and unique assets of the Company. Accordingly,

Retail Partner agrees not to, at any time whatsoever either during

or after the term of this Agreement disclose, directly or indirectly,

to any Person, use or authorize any Person to use, any

Confidential Information without the prior written consent of the

Company.

o 10.5Prevention of Premature Disclosure of Confidential

Information and Trade Secrets: Retail Partner agrees and

acknowledges that, because the success of the Company is heavily

dependent upon maintaining the secrecy of the Company’s

Confidential Information and Trade Secrets and preventing the

premature public disclosure of the Company’s proprietary

information and technology including its Confidential

Information and Trade Secrets, the Retail Partner agrees to use

his best efforts and highest degree of care, diligence, and

prudence to ensure that no Confidential Information, Trade

Secret prematurely leaks or otherwise prematurely makes its

way into the public domain or any public forum, including,

without limitation, into any trade publications, internet chat

rooms, social media platforms or other similar forums.

o 10.6In the event that the Retail Partner becomes aware of any

premature leak of Confidential Information or Trade Secret or

becomes aware of any circumstances creating a risk of such a

leak, the Retail Partner shall immediately inform the management

of the Company, of such leak or of such circumstances.

o 10.7Use, Removal and Return of Proprietary Items

 (i)Retail Partner shall utilize the Proprietary Items only to

the limited extent of undertaking the Services in

accordance with the terms of this Agreement and as

instructed from the Company from time to time.

 (ii)Retail Partner shall not and ensure that the Consumers

shall not utilize the Platform and/or Company Services in

any manner that is not explicitly permitted in the

Agreement.

 (iii)Retail Partner shall not and ensure that the Consumers

shall not transmit by any means, electronic or otherwise,

any Proprietary Items.

 (iv)Retail Partner recognizes that, as between the

Company and the Retail Partner, all of the Proprietary

Items, whether or not developed with the assistance of the

Retail Partner, are the exclusive property of the Company.

Immediately, upon termination of this Agreement

(regardless of the reason for termination), or upon the

request of the Company during the term of this Agreement,

the Retail Partner shall return to the Company all the

Proprietary Items, Confidential Information, Trade Secret

or any part thereof in Retail Partner’s possession or subject

to Retail Partner’s control, and the Retail Partner shall not

retain any copies, abstracts, sketches, or other physical

embodiment of any of the Proprietary Items, Confidential

Information, Trade Secret or any part thereof.

11. INTELLECTUAL PROPERTY

o 11.1During the Term, Company hereby grants Retail Partner a

limited non-exclusive, non-transferable, non-sub-licensable, non-

assignable, right to use the Platform and Software solely for the

purpose of provision of the Services as contemplated under this

Agreement, which may be revoked by Company at any time and

without assigning any reason at its discretion.

o 11.2Retail Partner shall not sublicense, assign or otherwise

transfer the Software to any Person and is expressly prohibited

from distributing, sublicensing, assigning, transferring or

otherwise, the Software, or other technical documentation

pertaining thereto, or any portions thereof in any form.

o 11.3Retail Partner may utilize any third-party software other

than the Software only with Company’s prior written consent.

Further, the Retail Partner shall ensure that such third-party

software is validly licensed and installed.

o 11.4Further, Subject to the provisions of this Agreement,

Company hereby grants a temporary, limited, revocable,

conditional, non-exclusive, non-sub-licensable, non-transferable

right to use the Intellectual Property, during the Term and solely

for the purpose of and to the extent necessary for providing the

Services and in accordance with the directions and specifications

as, from time to time, communicated or approved by Company in

writing.

o 11.5Company shall retain all rights over all its Intellectual

Property, including the Software and/or Platform, its name and

logo and all rights relating to the publicity and marketing

materials. Retail Partner hereby acknowledges that:

 (i)the execution of this Agreement does not amount to any

transfer to it of any Intellectual Property rights held by

Company prior to the execution of this Agreement, nor

does this Agreement in any way limit Company’s rights

over its Intellectual Property, including the right to license

to others; and

 (ii)any and all goodwill arising from Retail Partner’s use of

Company’s Intellectual Property shall inure exclusively to

Company without any compensation.

o 11.6Retail Partner hereby agrees and undertakes that at any

time:

 (i)it shall not take any action, which shall or may impair

Company’s right, title or interest in the Intellectual

Property, or create any right, title or interest therein or

thereto, adverse to that of Company;

 (ii)it shall not use the Intellectual Property together with

any other mark or marks or any other part of trademark;

 (iii)it shall not misuse or permit such unauthorized use of

the Intellectual Property;

 (iv)It shall use the Intellectual Property only in the form

and manner stipulated by Company from time to time and

shall observe any directions given by Company from time

to time, including as to the colours and size of the

representations of the logo, the manner and disposition on

any printed matter including the signage on the interior

and exterior of the Retail Partner’s office premises and any

accompanying leaflets, brochures or other advertising

materials prepared by the Retail Partner etc.;

 (i)any actual or alleged breach of the Retail Partners’

representations, warranties, or obligations set forth in this

Agreement, including without limitation any violation of

Company Rules;

 (ii)wrongful or improper use of Company’s technologies

and Intellectual Property;

 (iii)violation of any third-party right, including without

limitation any right of privacy, publicity rights or

intellectual property rights; and/or

 (iv)violation of any law, rule or regulation of India or any

other country.

12. INDEMNIFICATION

13. ERRORS, INACCURACIES AND OMISSIONS

o Retail Partner shall indemnify, defend and hold Company and

Related Entities harmless (including their respective employees,

directors, agents, affiliates and representatives) from and against

any and all claims, costs, losses, damages, judgments, tax

assessments, penalties, interest and expenses (including without

limitation attorneys’ fees) arising out of any claim, action, audit,

investigation, inquiry, or other proceeding instituted by a person

or entity that arises or relates to:

 (v)it shall not use the Intellectual Property that is not

previously provided for by Company without Company’s

prior written consent;

 (vi)it shall bring to Company’s notice all cases of

infringement or passing off of Company’s Intellectual

Property or registration or attempted registration of the

same or of any other intellectual property similar thereto.

In the event Company undertakes any opposition to or any

action to restrain or punish such act or acts, the Retail

Partners agrees to cooperate fully and freely with Company

in the same. If required by Company, the Retail Partner

shall permit Company to undertake such opposition or

action in the name of the Retail Partner. The costs of any

such action shall be borne by the Parties in such proportion

as may be mutually agreed upon; and

 (vii)it shall render to Company all assistance in connection

with any matter pertaining to the protection of the

Intellectual Property whether in courts, before

administrative agencies, within or without India, or

otherwise.

o 13.1Retail Partner acknowledges and agrees that occasionally

there may be information on the Platform or in the Website that

contains typographical errors, inaccuracies or omissions that may

relate to product or services descriptions, pricing, promotions,

offers, transaction times etc. Company reserve the right to correct

any errors, inaccuracies or omissions, and to change or update

information or cancel transactions if any information in Website

and/or Platform is inaccurate at any time without prior notice.

o 13.2 It is hereby agreed and clarified by the Parties for avoidance

of doubt that Company shall not be responsible for any of its

obligations under this Agreement including with respect to

Company Services due to reasons beyond Company’s control such

as down time of servers, viruses, strikes, technical snags, system

compatibility, natural calamities, acts of war, terror etc. Retail

Partner agrees to not hold the Company liable for any delay or

adverse effect caused due to the occurrence of such an event.

14. MISCELLENOUS

o 14.1 Jurisdiction: This Agreement shall subject to the provisions

of Clause 14.2, be subject to the exclusive jurisdiction of the

courts of Mumbai.

o 14.2 Dispute Resolution: Parties shall attempt in good faith to

resolve any disputes, differences or claims arising out of or

relating to this Agreement promptly by negotiation amongst

Retail Partner and Company. Any dispute that is not amicably

settled shall be finally settled by arbitration conducted in

accordance with the (Indian) Arbitration and Conciliation Act,

1996 (as amended). The arbitration shall be conducted by a sole

arbitrator to be appointed mutually by the Parties. The seat and

venue of arbitration shall be Bhopal, India. The arbitration shall

be conducted in English language and a record of the proceedings

shall be maintained in English. The award rendered by the

arbitrators shall be final and binding upon the Parties in dispute.

This sub-clause 14.2 shall not prevent the Parties from

approaching a court of competent jurisdiction for injunctive /

interim relief.

o 14.3 Entire Agreement: This Agreement, terms and conditions

provided in the Website and/or Platform (as amended from time

to time) and any documents referred to in it contain the entire

agreement between the Parties, and supersedes any prior

agreements, representations or communications, written or oral,

amongst them relating to its subject matter.

o 14.4 Right to Amend: Notwithstanding anything contrary in this

Agreement, Company has the right to change or add to the terms

 Address:

 B 149, Housing Board, Near Marion banquet,

 Kohefiza, Bhopal – 462001

 Grievance officer:

 Kavya Pathak

of this Agreement at any time, and to change, delete, discontinue,

or impose conditions on any feature or aspect of the Company

Services and/or Platform with notice that Company in its sole

discretion deems to be reasonable in the circumstances, including

such notice on the Website or any other website maintained or

owned by Company for the purposes of providing Company

Services in terms of this Agreement. Any use of the Company

Services and/or the Platform after the publication of any such

changes shall constitute acceptance of this Agreement by the

Retail Partner as modified. However, any dispute that arose

before the modification shall be governed by the Agreement

(including the binding individual arbitration clause) that was in

place when the dispute arose.

o 14.5 Relationship: Nothing in this Agreement shall be deemed to

constitute a partnership between the parties or constitute either

Party the agent and/or the employee of the other for any purpose

o 14.6 Partial Invalidity: If any provision of this Agreement or the

application thereof to any Person or circumstance shall be invalid

or unenforceable to any extent for any reason including by reason

of any Applicable Law, the remainder of such provision and/or

this Agreement and the application of such provision to persons

or circumstances other than those which are held to be invalid or

unenforceable shall not be affected thereby, and each remaining

provision of this Agreement shall be valid and enforceable to the

fullest extent permitted by Applicable Law. Any invalid or

unenforceable provision of this Agreement shall be replaced with

a provision, which is valid and enforceable and most nearly

reflects the original intent of the invalid and unenforceable

provision.

o 14.7 Notices:

To Company

o Any amendment, notice, or other communication under this

Agreement by Retail Partner to Company shall be sent by

personal delivery or courier or email/facsimile or by registered

mail at the addresses set forth below (or at such other address or

through such other medium as the Company may previously have

notified Retail Partner in writing):

 Company Secretary:



 Email:



o To Retail Partner

Any amendment, notice, or other communication under this

Agreement by Company to Retail Partner shall be sent either by:

(a) personal delivery or courier or email/facsimile or by

registered mail as provided in RAF; (b) communication on the

Website and/or Platform; or (c) at such other address or through

such other medium as the Company may previously have notified

Retail Partner in writing.

o 14.8 Waiver: The failure to exercise or delay in exercising a right

or remedy provided by this Agreement or by law does not

constitute a waiver of the right or remedy or the waiver of other

rights or remedies. No single or partial exercise of a right or

remedy provided by this Agreement or by law prevents further

exercise of the right or remedy or the exercise of another right or

remedy. Any waiver must be in writing and signed by the Party

sought to be bound.

o 14.9 Assignment: This Agreement, or any right or interest herein,

shall not be assignable by the Retail Partner except with the prior

written consent of the Company. Company shall be free to assign

this Agreement, or any right or interest herein, to any Person

including but not limited to Related Entities.

o 14.10 Rights of Retail Partner: The rights granted to the Retail

Partner under this Agreement are non-exclusive, and the Retail

Partner acknowledges that Company has and retains all rights

except those expressly granted to the Retail Partner under this

Agreement.

o 14.11 Specific Performance: Retail Partner agree that damages

may not be an adequate remedy and that they shall be entitled to

an injunction, restraining order, right for recovery, suit for

specific performance or such other equitable relief as a court of

competent jurisdiction may deem necessary or appropriate to

restrain Retail Partner from committing any violation or enforce

the performance of the covenants, representations and

obligations contained in this Agreement. These injunctive

 Email:

 Helpdesk@uselocator.in

remedies are cumulative and are in addition to any other rights

and remedies the Company s may have at Applicable Law or in

equity, including a right for damages.

o 14.12 Survival: The provisions of this Agreement, which by their

nature are intended to survive the termination or expiration of

this Agreement, including without limitation, the provisions of

Clause 10 (Non-compete, Non-solicitation and Non-Disclosure

Covenants), Clause 8 (Representations and Warranties), Clause

12 (Indemnity) and Clause 14 (Miscellaneous) shall survive the

termination of this Agreement.