These Terms of Service (“Terms”) read with the Other Agreements (defined below) constitute a binding and enforceable agreement by and between BrokenTusk Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013, with its registered office at Third floor, No. 2/1, Embassy Icon Annexe, Infantry Road, Bengaluru - 560001 (“Setu”, “we”, “us”, or “our”) and you (“Partner”, “you” or “your”). Setu and the Partner shall also be referred to as “Party” or “Parties”.

These Terms govern your access to and use of “Console”, “Website”, web interfaces, APIs, documentation, software, and all other services offered by Setu (collectively “Services”). Your use of the Console, Website and the Services shall be subject to these Terms, to the Privacy Policy, and to the provisions of any product-specific agreements, technical specifications, forms, letters, and any schedules and annexures (“Other Agreements”) thereto that you may execute with Setu. These Terms do not in any way modify or alter the terms and conditions of the Other Agreements that you execute with Setu.

By clicking the “I Agree” button below, you agree that you have read and understood the contents of these Terms, and agree to be bound by the same. Setu reserves the right to update these Terms from time to time. Any such modifications shall be effective immediately from the date of posting on the Console or Website, as the case may be. Setu shall make best efforts to communicate all such modifications to your registered email ID.

These Terms shall be effective from the date on which you accept these Terms.

1. Definitions

For the purposes of these Terms,

a. “Applicable Law” shall mean all applicable statutes of any legislative body in India, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority, and shall also include all guidelines, regulations, circulars, directions issued by the Reserve Bank of India (RBI)/National Payments Corporation of India (NPCI)/Securities Exchange Board of India (SEBI)/other relevant regulator;

b. “Force Majeure Event” means any event including but not limited to an act of God, fire, epidemic, natural calamity; riots, civil commotion or unrest, terrorism, war, strikes or lockouts; expropriation or other governmental actions; any changes in Applicable Law or regulation beyond the control of any Party which restricts or prohibits the performance of the obligations of such Party;

c. “Governmental Authority” shall include the President of India, the government of India, the Governor and the government of any state in India, any Ministry or Department of the same, any municipal or local government authority, any authority or private body exercising powers conferred by Applicable Law and any court, tribunal or other judicial or quasi-judicial body, and shall include, without limitation, a stock exchange, SEBI, RBI, NPCI and any other regulatory body.

d. “Intellectual Property” means all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licenses, franchises, formulae, designs and other Confidential Information.

2. Registration Terms

2.1. To access and use the Services, you agree to provide true, accurate and complete information to Setu at all times during and after registration, and you shall be responsible for all acts done through the use of your registered account.

2.2. The continued provision of the Services shall be subject to:

a. these Terms, the provisions of the Other Agreements, and Applicable Law;

b. your acceptance and continued compliance with Clause 10 (Acceptable Use);

c. your satisfactory completion of and compliance with all Know Your Customer (KYC)/Anti-Money Laundering (AML)/Combating Financing of Terrorism (CFT) processes instituted by Setu in accordance with Applicable Law; and

d. your payment of the service charges mutually agreed by you and Setu as consideration for the Services.

3. Services

3.1. Setu hereby agrees to provide all Services as may be agreed to be availed by the Partner, as may be described in detail in the Other Agreements.

3.2. You agree and acknowledge that Setu may make commercially reasonable changes to the nature and scope of Services provided without prior notice to you.

4. Partner On-boarding

4.1. You hereby agree and acknowledge that prior to going live, you may be required to on-board to the Setu testing environment (“Sandbox”), which usually involves the following steps:

a. Creation of your account and registration on the Website,

b. Provision of the development app key to you,

c. Submission of required business and KYC details, and execution of product-specific agreements as required by Setu,

d. Integration with Setu APIs, and

e. Sandbox testing.

4.2. In order to Go-Live, you will need to complete steps including the following:

a. Receipt of certification,

b. Provision of the production app key to you upon successful certification,

c. Vetting by Setu business and legal teams, and (if relevant) by payment partners,

d. Registration on any relevant Setu registries, and live launch on the Setu platform (“Go-Live”).

4.3. You further agree that the provisions of the product-specific agreements and Other Agreements including but not limited to service levels, settlement cycles, and dispute resolution shall be effective only from the date on which you Go-Live, and such provisions shall not apply to your use of and access to the Sandbox.

5. Representations and Warranties

5.1. Each Party hereby represents and warrants to the other that:

a. It is duly organized and validly existing under the laws of India, and has full authority and corporate power to agree to these Terms and carry out its provisions; and

b. These Terms are binding upon it and do not conflict with any other agreement, instrument or understanding to which it is bound.

6. Partner obligations

6.1. You agree that you shall use the Services only in accordance with, and as permitted by Applicable Law, and that all transactions conducted by you through use of the Services are made with respect to products and services which are not in breach of Applicable Law. Further, you are solely responsible for complying with all Applicable Law(s) within the territory in which you operate.

6.2. You agree that you shall not (a) attempt to reverse engineer the Console, Website, the Services or any component thereof, (b) attempt to create a substitute or a similar service through use of, or access to, the Console, Website or the Services, and (c) use the Services for any activities that are illegal under applicable law or in breach of Clause 7 (Acceptable Use).

6.3. In addition to the specific authorizations made under the Other Agreements, you hereby authorize Setu to hold, receive, transfer and settle funds on your behalf. This authorization shall enable Setu to (a) generate electronic funds transfers between payment services or networks, and an escrow account where such funds shall be processed, and (b) further transfer payments received in such a manner to the bank account designated by you at the time of registration with Setu.

6.4. You agree that you shall promptly cooperate with Setu’s reasonable investigation of outages of the Console, Website, security issues, and any suspected breach of these Terms and under the Other Agreements.

6.5. Provided that Setu performs its obligations under these Terms and under the Other Agreements, you agree that you shall not hold Setu liable for any delay, loss, costs, damages, claims, or actions that may be suffered or incurred by the Partner in relation to (a) downtime of the Services owing to any reason beyond the reasonable control of Setu, or (b) any other reason beyond the reasonable control of Setu owing to which any Service is delayed or fails.

7. Acceptable use

7.1. You agree that you shall not use the Services to conduct transactions in relation to any activity that is prohibited or restricted under Applicable Law, including but not limited to:

a. Drugs and other controlled substances including narcotics, steroids, natural or synthetic drugs and all drugs listed in the Narcotic Drugs and Psychotropic Substances Act, 1985 as amended from time to time,

b. Adult material, goods and services, including pornography, pornographic materials involving minors, escort or prostitution related services, or other obscene materials suggestive of sexual violence,

c. Human parts or remains, and any animals or animal parts,

d. Goods, material, media or software that are counterfeit, unauthorized for circulation or are violative of intellectual property rights,

e. Toxic, poisonous, radioactive or hazardous materials, firearms, and any biological, chemical or nuclear weapons,

f. Virtual currency or cryptocurrencies,

g. Circumvention devices such as descramblers, bank card readers, skimmers, and other devices designed to intentionally block, jam or interfere with authorized radio, web or telecommunications,

h. Manuals, how-to guides or other information enabling illegal access to protected property, and

i. Any material which encourages or incites violent acts, or promotes intolerance or hatred on the basis of race, caste, ethnicity, religion, sex or other factors.

7.2. You further agree to not use the Console, Website or Services to host, display, upload, modify, publish, transmit, update or share any information which:

a. Belongs to another person or over which you do not have any right,

b. Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner,

c. Is harmful to minors,

d. Infringes any patent, trade mark, copyright or any proprietary,

e. Violates any law for the time being in force,

f. Is deceptive or misleading about the origin of such information, or is grossly offensive or menacing in nature,

g. Impersonates any person,

h. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any digital system or computer resource, or

i. Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or insults other nations.

7.3. The above list is not exhaustive, and Setu reserves the right to terminate Services, if in the estimation of Setu, you engage in transactions that are violative of Applicable Law or Setu’s internal policies.

8. Confidentiality

8.1. The Parties agree that all information obtained, developed, created, or disclosed including all documents, data, sensitive personal information, papers and statements of the Customers and trade secrets of the other Party relating to its business practices and their competitive position provided to the Parties in connection with the performance of obligations under these Terms shall be considered to be confidential and proprietary information ("Confidential Information”).

8.2. The Confidential Information shall be safeguarded and the Parties must take all necessary actions to protect it against misuse, loss, destruction, or modification. In the event of a breach or threatened breach by either Party of this provision, monetary damages alone may not be sufficient remedy and the other Party may, without waiving any other rights or remedies, be entitled to injunctive or equitable relief.

8.3. The obligations in respect of Confidential Information shall survive termination of these Terms and Other Agreements and deletion of your account.

8.4. Information shall not be treated as Confidential Information if it (a) is in or enters the public domain, (b) is known to the receiving Party at the time of first receipt, or thereafter becomes known to it prior to such disclosure without similar restrictions from a source other than the disclosing Party, as evidenced by written records, or (c) is disclosed pursuant to any Applicable Law or order of any court or regulatory authority having jurisdiction over the receiving Party.

9. Third-party services

9.1. The Console, Website and the Services may contain links to other websites. On accessing these links, you will be governed by the terms of use, privacy policy and such other policies of such third party websites.

10. Force Majeure

10.1. Notwithstanding anything contained in these Terms, the Parties shall not be liable for any failure to perform an obligation under these Terms if performance is prevented or delayed by a Force Majeure event.

11. Governing law

11.1. These Terms shall be governed and construed in accordance with the laws of India and subject to Clause 12 (Arbitration) the Parties irrevocably submit to the exclusive jurisdiction of the courts in Bengaluru.

12. Arbitration

12.1. In the event of any disputes arising between the Parties in connection with these Terms and the Other Agreements, the Parties shall first attempt to amicably settle them, failing which they shall be referred to arbitration by a sole arbitrator appointed by mutual agreement. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The proceedings shall be held in Bengaluru, and the courts there shall have exclusive jurisdiction.

13. Limitation of liability

13.1. You acknowledge and agree that to the extent permitted by Applicable Law, Setu shall not be liable under these Terms for lost revenues, loss of goodwill, service interruption, computer damage or system failure or the cost of substitute services, or indirect, special, incidental, consequential, exemplary, or punitive damages, losses or expenses resulting from your use of the Console, Website or the Services.

14. Disclaimer of warranties

14.1. The Console, Website, the Services and each portion thereof are provided "AS IS" without warranties of any kind either express or implied. To the fullest extent possible pursuant to Applicable Law, we disclaim all warranties, express or implied, with respect to the Console, Website and the Services.

15. Privacy Policy

15.1. The information that Setu collects about you is subject to the Privacy Policy. By consenting to these Terms and using the Services, you accept that your data shall be processed in accordance with Setu’s Privacy Policy.