These Terms and Conditions (“T&Cs”) govern the use of the checkout express service (“Checkout Express”), which has been offered to you (“You”) by PayU Payments Private Limited, a company incorporated and registered under the Companies Act, 1956 having its registered office at 801, 8th Floor, Empressa Building, 2nd Road, Khar West Mumbai, Mumbai – 400052, Maharashtra, India and corporate office at 9th Floor, Bestech Business Tower, Sector 48, Gurgaon, Haryana – 122004 (hereinafter referred as “PayU Payments”), either itself or through PayU Payments’ Partner (as defined hereinafter) (PayU Payments and PayU Payments’ Partner shall hereinafter together to be referred as “We” or “Us” or “Our”).

By clicking the “Accept” button or accessing or using any part of Checkout Express, You expressly agree to have read, understood and irrevocably provide Your consent to be bound by all of the terms of this T&Cs.

You may, of course, choose to decline the terms of this T&C or not agree to share certain information with Us, in which case We may not be able to provide You some or all of the features and functionalities of Checkout Express. This may also affect Our ability to process Your Data and may therefore lead to the non-availability or discontinuation of Checkout Express for which such Data was to be used or was being used, at Our sole discretion.

1. TERMS OF USE

1.1. You agree to avail Checkout Express as provided by Us and on the terms and conditions set out herein. Checkout Express aims to provide You with a seamless checkout experience by offering you the option to store and , retrieve Your phone number and addresses stored with PayU Payments or PayU Payments’ Partner when You use PayU Payments’ payment aggregation services (“Services”).

1.2. You hereby irrevocably and unconditionally represent, warrant, agree and covenant as under:

(a) You shall comply with the Applicable Laws, the terms and conditions of this T&C.

(b) You provide your irrevocable and unconditional consent for PayU Payments and PayU Payments’ Partner to collect, store, access, retrieve and/or share Your information for further processing to enable Us to provide Checkout Express to You.

(c) You hereby understand, agree and acknowledge that the Data under this T&C shall be received, collected, processed, shared and stored by PayU Payments in accordance with PayU Payments’ privacy policy and Applicable Laws. You further understand, agree and acknowledge that any Data under this T&C collected, received, processed, shared and stored by PayU Payments’ Partner is subject to PayU Payments’ Partner’s privacy policy and Applicable Laws, and You must make yourselves conversant with those. (d) You agree and understand that information shared by Us with You through Checkout Express under this T&C, shall not be shared by You with a third party except after seeking an explicit consent from Us and in accordance with Applicable Laws.

(e) You agree that You shall be solely responsible for the security, confidentiality and integrity of Checkout Express and the content that You receive, access, transmit or store through the use of Checkout Express. You shall be solely responsible for any unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your login credentials and for any acts and omissions that occur to or under your account or password.

2. DISCLAIMERS

2.1. You understand that Checkout Express is based on Your transaction and customer related information collected or retrieved by PayU Payments and PayU Payments’ Partner while providing Services and other value services offered by PayU Payments and/or PayU Payments’ Partners (as the case may be) and We are processing the available information in accordance with Applicable Laws to provide Checkout Express to You.

2.2. You agree that Checkout Express is provided on an ‘as is’ basis and We further disclaim, without limitation, any warranty or guarantee of merchantability or fitness of Checkout Express for a particular purpose, arising from course of performance, course of dealing, or from usages of Checkout Express. Except as specifically provided to the contrary in this T&Cs, You agree that PayU Payments and PayU Payments’ Partner have not made any representations or warranties to You concerning the specific quality of Checkout Express provided under this T&C.

2.3. You agree and understand that Checkout Express may also include models and techniques based on statistical analysis, probability, predictive behaviors which are Our opinion but are not statements of current or historical fact or recommendations. PayU Payment and PayU Payments’ Partner shall not be liable for (i) any inaccuracy, incompleteness or other error in Checkout Express; (ii) any failure of Checkout Express to achieve any particular result for You.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. The Parties hereby agree that all intellectual property rights or trade secrets in Checkout Express and the Data generated, processed or received under this T&C shall vest solely with PayU Payments and PayU Payments’ Partner (as the case may be). You are authorized to use the same for a limited purpose as specified under this T&C. This Clause shall survive any expiration or termination of this T&C.

4. CONFIDENTIALITY

4.1. You agree to maintain the confidentiality of the Confidential Information and to protect all portions of the Confidential Information by preventing any unauthorized disclosure, copying, use, distribution, or transfer of possession of such information. You shall at no time disclose or allow disclosure of the Confidential Information to any third party without Our prior written consent.

5. INDEMNITY AND LIMITATION OF LIABILITY

5.1. You shall, at your own expense, without any delay and demur, indemnify, defend and hold harmless PayU Payments and PayU Payments’ Partner including their officers, directors and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:

(a) breach or non-performance by You of any of your undertakings, warranties, covenants, declarations or obligations under this T&C, including breach of confidentiality and intellectual property rights obligations by You;

(b) any claim or proceeding brought by any third party against PayU Payments and PayU Payments’ Partner in respect of Checkout Express under the T&C;

(c) any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by You or any third party; or

(d) breach of law, rules regulations, legal requirements in force in India.

5.2. PayU Payments and PayU Payments’ Partner shall not be liable to You for any special, incidental, indirect or consequential damages, damages from loss of profits or business opportunities even if You shall have been advised in advance of the possibility of such loss, cost or damages. In no event shall PayU Payments and PayU Payments’ Partner be liable to You or any third party. The indemnities under this Clause are in addition to and without prejudice to the indemnities given elsewhere in this T&C. The indemnities provided herein shall survive the termination of this T&C.

6. TERM AND TERMINATION

6.1. This T&C shall be valid from the Effective Date and shall continue to remain valid till the time the You are using or have access to Checkout Express.

6.2. We reserve the right to immediately suspend, terminate or revoke Your access to Checkout Express or any part thereof (as may be determined by Us in Our sole discretion) forthwith by written notice under any one or more of the following conditions:

(a) if You are in breach of any of the terms of this T&C or Applicable Laws;

(b) if You are prohibited under Applicable Laws or by any regulatory, government or other authority from continuing to receive all or any part of the services under this T&C.

6.3. Upon termination of the T&C, We shall forthwith suspend or revoke Your access to Checkout Express.

6.4. Notwithstanding the terms of this T&C, You understand and acknowledge that Checkout Express, a proprietary product of PayU Payments, and is being provided by Us to You as a value-added-service and We reserve the right to modify or discontinue provision of Checkout Express to You at any point of time without assigning any reason whatsoever.

6.5. The Parties agree that termination or expiry of the T&C shall not affect any the continuation in force of any Clauses and provisions of this T&C which are expressly or by implication intended to continue in force on or after termination.

7. GENERAL TERMS AND CONDITIONS

7.1. Governing Law and Jurisdiction: This T&C shall be governed by and construed in accordance with Indian Law and shall be subject to the exclusive jurisdiction of the courts in New Delhi. Any dispute arising out of or in connection with this T&C, including any question regarding its existence, validity or termination, shall be amicably settled between the Parties, failing which the Parties may approach the courts of law for resolution.

7.2. Force Majeure: We shall not be obliged to provide any service or perform any of its obligations hereunder during the period a force majeure event occurs and continues beyond a period of 30 (thirty) days. Neither Party shall be liable for any losses (except for any crystalized or accrued payment obligations) caused by any inability or delay in fulfilling any of its obligations hereunder, either wholly or in part, caused by or in connection with any event beyond its reasonable control including, but not limited to riots, disturbances, strikes, lock-outs, bandhs, war, civil strife, fire, earthquake, act of God, act of any government agency under Applicable Laws, or any other similar circumstances or events.

7.3. General Representation and Warranty: Each Party agrees and represents and warrants to each other that it has the capacity to enter into this T&C and this T&C constitutes the valid and binding obligation of such Party enforceable against it in accordance with its terms.

7.4. Assignments: We may assign, in whole or in part, the benefits or obligations of this T&C with or without prior intimation of such assignment to You, which shall be binding on the Parties to this T&C.

7.5. Waiver: Unless otherwise expressly stated in this T&C, the failure to exercise or delay in exercising a right or remedy under this T&C shall not constitute a waiver of that right or remedy or a waiver of any other

rights or remedies, and no single or partial exercise of any right or remedy under this T&C shall prevent any further exercise of that right or remedy or the exercise of any other right or remedy.

7.6. Survival of Provisions: The terms and provisions of this T&C that by their nature are intended to survive the termination hereof shall so survive.

7.7. Severability: If any court/tribunal of competent jurisdiction or any other regulatory or governmental authority holds any of the provisions of this T&C unlawful or otherwise ineffective, the remainder of this T&C shall remain in full force and the unlawful or otherwise ineffective provision shall be deemed to have been deleted or omitted from this T&C.

7.8. Entire Agreement: This T&C constitutes the entire terms and conditions and understanding between the Parties, and supersedes any previous T&C or understanding or promise between the Parties, relating to the subject matter of this T&C. All Schedules, Recitals and Annexure to this T&C shall be an integral part of this T&C and will be in full force and effect as though they were expressly set out in the body of this T&C.

7.9. Further Assurances: You shall execute such documents and shall do all such acts, deeds and things as may be necessary or required by Us in connection with giving full effect to the intention of the Parties as contained in this T&C.

7.10. Notices: All notices, requests, demands, waivers and other communications required or permitted to be given under the T&C shall be in writing through personal delivery, registered post, courier, email or facsimile to be sent to the following addresses:

For PayU Payments:

Attn: Legal Department (PayU India)

PayU Payments Private Limited

9th Floor, Bestech Business Tower,

Sector 48, Sohna Road, Gurgaon,

Haryana, Pin – 122004 Email: legal@payu.in, [●]

Or, in each case, at such other address as may be specified in writing by the Parties to one another in accordance with the requirements of this Clause. All such notices, requests, demands, waivers and other communications shall be deemed duly given (i) if by personal delivery, on the day after such delivery, (ii) if by registered post, on the10th (tenth) day after the mailing thereof, (iii) if by courier service or similar service, on the day delivered, or (iv) if by email or facsimile , on the day following the day on which such email, facsimile or telegram was sent, provided that a copy is also sent by registered post and, in the case of a facsimile, electronic confirmation of receipt is received.

7.11. Amendment and Variation: This T&C can be varied, amended or modified by Us in any manner whatsoever and such amendment shall be considered as binding between the Parties.

8. DEFINITIONS

8.1. In this T&C, unless there is anything repugnant to the subject or context thereof, the expressions listed below, when capitalized, shall have the following meanings, viz.:

(a) “Affiliate” means, in relation to any person, any person or entity that directly or indirectly controls, is controlled by, or is under common control with such person, where the expression ‘control’ shall have the meaning assigned to it in the Companies Act, 2013, as amended from time to time. This shall also include any subsidiary or holding company of either Party or any person or entity that controls, is controlled by or is under common control with either Party;

(b) “T&C” means and includes this T&C, together with all the schedules, exhibits, addendums and annexures hereto as amended from time to time;

(c) “Applicable Law” means and includes any statute, law, regulation, ordinance, rule, judgement, order, decree, bye-law, approval, resolution, order, directive, guideline, policy or other similar form of decision of or determination by, or any interpretation or adjudication, in each case, by any concerned regulator, government or other authority, court or tribunal having jurisdiction or other authority over the matter in question in India, as may be applicable and having the force of law in India, each as amended from time to time;

(d) “Clause” shall mean a clause in this T&C;

(e) “Confidential Information” shall mean and include any and all information or data shared by Us to You through the use of Checkout Express or any other information or data shared to, made available to or accessed by You in written, oral or other tangible or intangible form which is confidential and not generally available to the public as delivered by Us within the framework of this T&C or resulting here from. Confidential Information shall not include information that:

(i) is or becomes publicly known other than through breach of the confidentiality clause;

(ii) is in your possession prior to disclosure by Us;

(iii) is independently developed by You;

(iv) is thereafter rightfully furnished to You by a third party without restriction by that third party on disclosure.

(f) “Data” shall mean and include all the information including personal and non-personal information which is provided, generated, received, processed or shared under this T&C by and with Us;

(g) “Effective Date” shall mean the date of acceptance of the T&C;

(h) “Party” shall mean You, PayU Payments and/or PayU Payments’ Partner individually, and collectively shall be referred as the “Parties”.

(i) “PayU Payments’ Partner(s)” shall mean PayU India Innovations Private Limited, and/or any other Affiliates or business partners of PayU Payments and/or its Affiliates;

In using Checkout Express, you are deemed to have read, understood and expressly agreed to the abovementioned Terms and Conditions which shall be binding on you.