This Master Services Agreement, together with the Privacy Policy and any other terms and conditions published on the Website or shared with the Seller shall be collectively referred to as the “Agreement”. The Agreement shall govern the services provided by Dodo Payments to you (“Supplier” or “You”). The official website of the Group Companies (Dodo Payments Inc & Sarvapanchhi Technologies Private Limited) is https://dodopayments.com/ (“Website”).

The Supplier and Dodo Payments are hereinafter referred to individually as a “Party” and collectively as “Parties”, as the context may require.

By signing up for our Services (as defined below), or by downloading, installing or otherwise accessing or using the Services (as defined below), You agree that you have read, understood, and thus, accept this Agreement, and you agree to be bound by the terms contained herein and all terms, policies and guidelines incorporated in the Agreement by reference.

If You do not agree to this Agreement, you do not have our permission to, and may not use the Services in any way. The Services are offered to You conditional on your acceptance of this Agreement.

We may make changes to this Agreement from time to time. When we do, we will revise the “Last Updated” date given above. Modifications are effective upon publication on our Website. It is your responsibility to review this Agreement frequently and to remain informed of any changes made to it and the other policies published on the Website. The then-current version of this Agreement will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published will constitute your acceptance of such revised Agreement.

1.Definitions and Interpretation

1.1 In this Agreement, the following terms have the meanings this Clause 1.1 ascribes those terms:

“Affiliate Entity or Group Company/Companies” means being any corporation, partnership, limited liability company or other form of legal entity, which directly or indirectly controls, is controlled by or is under joint control, from time to time or operates under the trade name “Dodo Payments”.

“Additional Services” means the services referred to in clause 5;

“Business” means the Dodo Payments business platform operated by Dodo Payments or its Affiliates through which buyers of digital Products can buy said Products through Dodo Payments which are produced/ handled/ sold by various Sellers;

“Business Day” shall mean a day (excluding Saturdays and Sundays) on which banks in USA/ India are operating and the territory in which the Supplier is based is open for normal banking business;

“Buyers” means, an end customer who is purchasing a Product using Dodo Payments’ platform in connection with their trade, business, craft, profession or personal use.

“Card” means any form of credit card, debit card or pre-paid card issued by an Issuer under a Card Scheme;

“Card Scheme” means Visa Inc, MasterCard Worldwide, Cartes Bancaires, JCB, American Express, Union Pay International, Diners Club International/Discover Network or comparable bodies which provide Cards and regulate Card acceptance;

“Chargeback” means a transaction which is successfully charged back or reversed, in whole or part on the request of a Buyer or a payment method provider pursuant to the relevant Payment Scheme Rules only in territories where such Chargeback is allowed by applicable/ jurisdictional law;

“Checkout Recovery” means the Additional Service offered by Dodo Payments through which Dodo Payments emails a prospective Buyer if they have commenced but not completed the purchase of a Product;

“Confidential Information” means information, whether written or oral, in any form, including without limitation, information relating to the development, products, trade secrets, business plans, suppliers, customers, finances, personnel data, and other material or information considered proprietary by the disclosing party;

“Data Protection Legislation” means geographically or jurisdictionally applicable data protection and privacy legislation, in force from time to time, over the subjects whose data is being processed by us;

“Intellectual Property Rights” means patents, rights to inventions, copyright, trademarks, trade secrets, service marks, business names and domain names, designs rights, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all such intellectual property rights along with their related and moral rights, in each case, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Dodo Payments” refers to Dodo Payments Inc. and all entities owned/ controlled by Dodo Payments Inc., and their Affiliates, who operate under the trade name ‘Dodo Payments’.

“Dodo Payments Discount” means the margin payable to Dodo Payments for Services in respect of each resale of a Product made by Dodo Payments;

“Dodo Payments Invoicing” means Dodo Payments’ invoicing system through which Buyers are sold the Product and payment is collected from them in full through an agreed payment method;

“Payment System” refers to the relevant payment aggregation and/ or payment gateway and/or settlement services provided by a third party to Dodo Payments in the subject jurisdiction/ geography;

“Payment Currency” means the currency which You select within your Supplier Account, typically in USD, EUR, INR or GBP;

“Payment Scheme Rules” means the collective set of by-laws, rules, regulations, operating regulations, procedures and/or waivers issued by the Card Schemes or Payment Aggregators or Payment Gateways or local Payment Systems as Dodo Payments may partner with, as amended and/or supplemented from time to time;

“Product” means the Supplier’s digital Product agreed to be resold and distributed by Dodo Payments, and includes any associated integration or implementation costs and/ or service fees;

“Sales Tax” means any indirect tax chargeable on the Product globally, including but not limited to VAT, GST, Sales Tax, Sales & Use Tax and any other such tax, having similar import, by whatever name called, chargeable as per the territory.

“Services” means the services provided by Dodo Payments as further described in Clause 3;

“SRP” means the Supplier’s recommended price for the Product;

“Supplier Account” means the account you will set up on the Dodo Payments platform in order to be able to use the Services;

“Supplier Dashboard” means the dashboard found at vendors Dodo Payments.com (or such other URL that Dodo Payments may provide from time to time) where you are able to access your Supplier Account, view confirmed sales, amend account settings and access all reports;

“Supplier Fee” shall have the meaning set out in clause 4.1;

“Supplier URL(s)” means the address of any websites and/or mobile applications owned and operated by the Supplier where the Product will be sold using the Services, the initial Supplier URL(s) being those which have been listed by the Supplier as part of its onboarding process with Dodo Payments, together with any future Supplier URL(s) approved by Dodo Payments, in each case as recorded in the Supplier Dashboard, from time to time.

“Trademarks” means your trademarks, service marks, trade names and logotypes whether registered or otherwise;

“Transaction” means a completed sale of the Product (excluding reversals, refunds, cancelled orders and other Chargebacks) via Dodo Payments Invoicing.

“Transaction Currency” means the currency in which the Product is sold to the Buyers; and

1.2  In this Agreement, unless the context requires otherwise:

(i) any clause, schedule or other headings in this Agreement is included for convenience only and shall have no effect on the interpretation of the Agreement;

(ii) a reference to a ‘partyʼ includes that partyʼs personal representatives, successors and permitted assigns;

(iii) a reference to a ‘personʼ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that personʼs personal representatives, successors and permitted assigns;

(iv) a reference to a ‘companyʼ includes any company, corporation or other body corporate, wherever and however incorporated or established;

(v) a reference to a gender includes each other gender;

(vi) words in the singular include the plural and vice versa;

(vii) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

(viii) a reference to ‘writing’ or ‘writtenʼ includes any method of reproducing words in a legible and non-transitory form (including email);

(ix) a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;

(x) a reference to legislation is a reference to such legislation as amended or re-enacted includes all subordinate legislation made from time to time under that legislation as amended or re-enacted.

2.Appointment

2.1 You appoint Dodo Payments as your non-exclusive reseller of the Product across all territories and will ensure that Dodo Payments’ status as reseller is reflected on your website in a form agreed with Dodo Payments.

2.2 You acknowledge and agree that wherever Dodo Payments is the seller of the Product to the Buyer, you shall not issue any invoice or make any demand for payment to any Buyer in a Transaction. If you agree with the Buyer to issue a refund or repay any of the SRP you will not make this payment directly to the Buyer but will inform Dodo Payments of what you have agreed and Dodo Payments will make the relevant refund.

3.Services

3.1 In pursuance of its appointment as a reseller, Dodo Payments will provide the following Services:

(i) setting you up as a Supplier of the Product on Dodo Payments’ platform and establishing a Supplier Account which provides you with access to the Supplier Dashboard and allows you to view all sales made by Dodo Payments and the monies which are due to you for sales of the Product by Dodo Payments;

(ii) acting as your non-exclusive reseller of the Product via Dodo Payments Invoicing across various territories supported by Dodo Payments from time to time during the term of the Agreement (for the avoidance of doubt, nothing in this Agreement creates an obligation for Dodo Payments to sell across all territories); and

(iii) Facilitating product fulfilment by connecting you to the Buyers to enable the Buyer to download/ access the Product and to allow you to provide customer support, as applicable; and

(iv) We will also be responsible for all aspects of Sales Tax as between you, Dodo Payments and Buyers.

(v) In providing the Services, Dodo Payments may contract with various third- party service providers, including but not limited to banks, Payment System(s), and other technology/ compliance service providers, as required. The Supplier hereby agrees that the Services may be subject to terms and conditions prescribed by such third parties and agrees to be bound by such third party’s terms and conditions, wherever applicable.

3.2 From time to time, you may choose to activate optional Additional Services. The Additional Services may be activated via the Supplier Dashboard.

4.Dodo Payments Discount

4.1 For each Transaction, Dodo Payments shall pay the Supplier the SRP after deducting:

(i) any Sales Tax due;

(ii) the Dodo Payments Discount; and

(iii) any other charges payable by you pursuant to this Agreement.

Such amount being the “Supplier Fee”.

4.2 The Dodo Payments Discount shall be calculated as follows:

(i) 5% of the SRP plus USD 50 cents on all methods of checkout (or on all methods of completion of Transaction) other than bank transfers.

(ii) 3.5% of SRP for all Transactions completed through bank transfers;[1] 

4.3 As a Merchant of Record/ reseller, Dodo Payments reserves the right to set the price or licence fee (by whatever name called) at which the Product is offered for sale to Buyers and the Seller shall not be able to place any restrictions on this discretion being exercised by Dodo Payments.

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4.3 As a Merchant of Record/ reseller, Dodo Payments reserves the right to set the price or licence fee (by whatever name called) at which the Product is offered for sale to Buyers and the Seller shall not be able to place any restrictions on this discretion being exercised by Dodo Payments.

5.Sales Tax

Dodo Payments is the reseller of the Product. This structure allows Dodo Payments to handle all Sales Tax collection, reporting and remittance. If required by law, Dodo Payments will withhold any and all required taxes, fees and other such amounts from the SRP of the Product.

6.Title and Licence Grant

6.1 We grant you a non-exclusive and non-transferable right and licence during the term of this Agreement to access and use the Supplier Dashboard and Supplier Account solely to the extent necessary to receive the Services and perform your obligations under the Agreement. Your access to and/ or license to use the Supplier Dashboard may be terminated at any time, without notice, if you are in breach of this Agreement or any other

6.2 You hereby grant to Dodo Payments (its Affiliates/ Group Companies as applicable) a non-exclusive right and licence during the term of this Agreement to sell directly and facilitate access to the Product for the Buyers and such right to sell/ facilitate sales shall not be terminated without notice to Dodo Payments;

6.3 Dodo Payments agrees not to:

(i) modify the Product or create derivative works thereof;

(ii) merge the Product with other software or services;

(iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if applicable) for the Product;

(iv) disclose to third parties the results of any benchmarking tests performed on the Product without your prior written consent (if applicable); or

(v) otherwise use, copy or distribute the Product except as allowed pursuant to this Agreement.

6.4 You hereby grant to Dodo Payments a non-transferable, non-exclusive right to use your Trademarks in order to provide the Services and undertake to indemnify Dodo Payments from and against any claim that our proper use of the Trademarks under such licence infringes any third party rights. Dodo Payments shall not attach any additional trademarks, service marks, or trade names to any Product and shall not use the Trademarks as part of its own trademarks, service marks or trade names or in any other manner that would tend to imply that Dodo Payments has an affiliation with you other than as set forth in this Agreement.

6.5 Other than expressly provided for in this clause 6, you and your licensees retain ownership of all right, title and interest in and to the Trademarks, and all Intellectual Property Rights in the Product (except those bundled with the sale of the Product according to your terms and conditions) and Dodo Payments shall acquire no rights therein except as expressly set forth in the Agreement. You will own all rights, title and interest in all developments of and enhancements to the Product. Dodo Payments will take no action which may adversely affect or impair your ownership of such materials and rights.

7.Transaction and After Sales Support

7.1 Dodo Payments will be providing only first tier after-sales support to Buyers. First tier after-sales support is limited to invoicing, handling requests for refunds, payment, reconciliation and initial order-delivery related support.

7.2 Dodo Payments shall maintain PCI certification during the term of this Agreement and will notify Supplier without undue delay if it fails to be certified during this time. Should Dodo Payments fail to maintain its PCI certification during the term, Supplier at its sole option choose to suspend all activities under the Agreement until Dodo Payments becomes certified or terminate the Agreement with immediate effect.

7.3 You warrant that you will provide all customer support apart from first-tier support as defined in clause 7.1 above, including but not limited to after-sales/ service support in respect of the Product, technical and/or delivery level support and such, in accordance with the terms as applicable between you and each Buyer.

8.Shipping

8.1 Delivery of Digital Goods: Dodo Payments shall only be reselling digital Products.

8.2 Delivery Process: After completion of the Transaction on the Dodo Payments’ platform, Customers will receive an email confirmation containing instructions on accessing and downloading the Product. The email will be sent to the email address provided during the Transaction.

8.3 Delivery Timeframe: The delivery of Products being resold by Dodo Payments is intended to be instantaneous upon culmination of Transaction. However, the Supplier undertakes to indemnify Dodo Payments if the delivery is delayed due to any fault/ negligence at their end.

9.Fees and Charges

9.1 Dodo Payments will report to you in the Payment Currency, however you will be able to access data on individual resales of Products in the currency used by the Buyer. If a sale requires currency conversion into the Payment Currency, Dodo Payments will convert the amount at the mid-market rate provided by Open Exchange Rates at the time the payment is received from the Buyer.

9.2 The number and value of confirmed sales will be provided to the Supplier via the Supplier Dashboard. Dodo Payments shall pay the Supplier Fee to you on or before the 20th of the following month provided that you have provided Dodo Payments with all relevant information required to process a payment to you. Dodo Payments reserves the right to delegate the responsibility to make payment under this Agreement to an Affiliate and may make deductions to payments due in accordance with the terms of the Agreement.

9.3 Dodo Payments may hold a certain percentage of the payments (referred to in clause 9.2) as reserve to fulfil any claims of refunds or chargebacks from the Buyers. When imposed, this limit will be decided as per the risk profile of the Seller and evolved over time.

9.4 You undertake that it shall be your responsibility to notify Dodo Payments if there is any change in your legal/ tax status that might alter or affect your ability to sell to the Products to Dodo Payments or to the end Consumer. If you are VAT registered in the European Union, you agree to inform Dodo Payments if you stop being registered for VAT, get a new VAT registration number or transfer your business as a going concern

9.5 We are not responsible for any charges associated with the making of transfers via international bank transfer to you. The applicable charge, depending on the Transaction Currency (if the Transaction Currency is any other currency, this will be based on the Payment Currency) will be payable by you for each international bank transfer. We will go to all reasonable efforts to ensure no additional fees are charged but are not responsible for any charges that do occur.

9.6 Dodo Payments will enable refunds 7 days from the date of purchase. Dodo Payment shall inform you of the actual charges which shall be additional to those mentioned herein, basis the Transaction. Dodo Payments reserves the right to suspend all Services until the deficit is paid by you.

9.7 If Dodo Payments is required to refund a Buyer (including through Chargebacks), Dodo Payments is entitled to receive from you the amount of the refund or Chargeback as well as any charges and fees incurred by Dodo Payments as a result (which shall at minimum be 30 (thirty) GBP/ USD/ EUR or INR 3000), depending on the Transaction Currency (if the Transaction Currency is any other currency, this will be based on the Payment Currency). Dodo Payment shall inform you of the actual charges which shall be additional to those mentioned herein, basis the Transaction. Dodo Payments reserves the right to suspend all Services until the deficit is paid by you.

9.8 Where any credit is due to a Buyer due to any failure (service or otherwise) or due to a defect in the Product, no credit will be given to you for any previously applied Dodo Payments Discount and the Dodo Payments Discount will be applied to the gross amount of any amounts invoiced prior to deduction of any service level or similar credit.

10.Set Off

10.1 Without prejudice to any other rights or remedies we may have, the Supplier hereby authorizes us to set-off by whatever means the whole or any part of the Supplier’s liability to us under this Agreement against any funds, sums or other amounts owing to the Supplier under this Agreement including but not limited to:

(i) liability for refunds, cancellations and Chargebacks; or

(ii) any fines issued for non-compliance with the Payment System or Scheme Rules; or

(iii) fraudulent or illegal use of our Services; or

(iv) other liabilities as set out in this Agreement.

10.2 You agree that we may exercise the right of set-off in clause 10.1 at any time, without further notice to you whether your liability is present or future, liquidated or unliquidated, actual or contingent. If the liability to be set off is expressed in different currencies, we may convert such liability at a market rate of exchange for the purpose of set-off. In the event such set-off does not fully reimburse us for the liability owed, you shall immediately pay us a sum equal to any shortfall.

10.3 If there are insufficient funds, then to cover potential refunds, chargebacks, cancellations, charges or liabilities or the like owed by Seller to Dodo Payments (“Liabilities”), you agree to either put sufficient funds in your Seller Account maintained with Dodo Payments or you agree that we may exercise the right of set-off in clause 10.1 at any time without notice to you whether such liability is present or future, liquidated or unliquidated, actual or contingent. If the liability to be set off is expressed in different currencies, we may convert such liability at a market rate of exchange for the purpose of set-off. In the event such set-off does not fully reimburse us for the liability owed, the Supplier shall immediately pay us a sum equal to any shortfall. In case of non-payment, this agreement may stand terminated.

10.4 For the avoidance of doubt, Dodo Payments is not obliged to pay any Supplier Fees associated with activities or Products which it considers in its sole discretion to be fraudulent or illegal under any relevant law or regulation. We may suspend your Supplier Account and retain any Supplier Fees, or terminate this Agreement, if:

(i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud risk, or any other risk of illegal activity associated with your Supplier Account; or

(ii) any Law or Payment Scheme Rules requires us to do so; or

(iii) we are otherwise entitled to do so under this Agreement.

11.Due Diligence

11.1. Dodo Payments reserves the right to ask for information about You and your business which may include information about your financial status and creditworthiness, activities, shareholders (and ultimate beneficial owners), the Products and Supplier URLs, as we or our third-party KYC verification partners request from time to time (“Supplier Information“) to carry out certain due diligence checks on the Supplier (and if the Supplier is a partnership, association of individuals, or a corporate body, the individuals associated with said entity related to the Supplier) during onboarding and/or at any time during the course of providing Services. We may also ask for Supplier Information regarding the Supplier’s bank account and the transactions submitted by the Supplier.

11.2. Purpose of Collecting the Supplier Information: Dodo Payments will conduct due diligence checks using the Supplier Information with the following purposes:

a. to provide the Services;

b. to verify the identity and authority of the Supplier and the Supplier’s business representatives;

c. to mitigate against the risk of money laundering, terrorism financing, information security management, and other risks associated with cross-border financial transactions:

d. to verify the bona fides of the Supplier’s transaction(s);

e. to fulfil applicable domestic and foreign legal, regulatory, and compliance requirements including Know Your Customer (KYC) and anti-money laundering (AML) obligations applicable to Dodo Payments and/or its Affiliates.

11.3. The Supplier acknowledges and agrees that all Supplier Information it provides to us is correct and up to date and undertakes to provide us written notice of all changes to the Supplier Information already supplied, within 5 business days of such change. Any violation of this clause, notwithstanding other remedies, shall ensure upon Dodo Payments, the right to suspend the breaching Supplier from the Dodo Payments platform.

11.4. If the Supplier fails to provide Supplier Information when requested in accordance with clause 11.1, we reserve the right to suspend the provision of our Services until such Supplier Information is provided.

11.5. The Supplier is responsible for correctly entering all information into the Supplier Account and Supplier Dashboard. Dodo Payments shall be indemnified by the Supplier if any damages/ losses are incurred by us due to insertion of faulty/ wrong Supplier Information by You.

11.6. The Company reserves the right to:

a. postpone the opening of the Supplier Account or to temporarily or permanently block the Suppler Account if there is any delay or failure on the Supplier’s part to provide the Account Information or update it regularly;

b. request any additional document or information if reasonably necessary to meet any of the purposes set out in sub-clause (2) even after Supplier Account opening;

c. not process any Transaction which it finds to be suspicious, illegal, fraudulent, or violative of applicable rules or regulations;

d. Update or modify the due diligence processes as necessary to comply with changes in regulatory requirements or industry best practices. The Supplier will be notified of any material changes to these processes in accordance with the Payment Scheme Rules;

e. engage third-party service providers towards carrying out the due diligence checks and processes.

12.Representations and Warranties

12.1. You represent and warrant to Dodo Payments that:

(i) the information you have provided at all points during the terms of the Agreement is accurate and up to date;

(ii) the information you have provided in respect of the Product or type or category of Product is correct and up to date.

(iii) You have the right to sell the Product in your capacity as the owner of the Product or you are legally authorized to act on behalf of the owner of such Product to sell the Product for the purposes of the Agreement;

(iv) the sale of the Product is in compliance with all Payment Systems/ Scheme Rules and applicable laws and it not illegal to be sold in any jurisdiction;

(v) you shall provide Buyers all customer support (as defined in clause 7.3) in a manner required by the applicable law in the countries where the Buyers are based or if the laws of the Buyer’s country are more stringent, then in accordance with the laws of the Buyer’s country;

(vi) you own and operate the Supplier URL(s) listed in your application for a Supplier Account and/or as otherwise approved by Dodo Payments from time to time;

(vii) you will not use the Services to facilitate the sale of Products on websites or applications other than the Supplier URL(s);

(viii) the Product is free from defects and fit for any purpose agreed between you and the Buyer or otherwise fit for any purpose for which such Product is generally used;

(ix) you have the necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder and to permit Dodo Payments to perform the Services contemplated under the Agreement;

(x) there is no action, suit or proceeding at law or in equity now pending or, to your knowledge, threatened by or against or affecting you which would substantially impair your right to carry on your business as contemplated herein or adversely affect your financial condition or operations

(xi) your use of the Services and the delivery and performance by you of your obligations under the Agreement do not and will not conflict with or violate any agreement or other instrument with a third party applicable to you or otherwise infringe upon the rights of any third party (including Intellectual Property Rights);

(xii) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including, without limitation, any relevant data protection or privacy laws); and

(xiii) you will at all times comply with all applicable Dodo Payments’ policies as amended from time to time.

13.Disclaimer of Warranties and Limitation of Liability

13.1. Dodo Payments disclaims any and all warranties, representations and conditions, whether express, implied or statutory regarding the Services to the full extent permitted by law. Without limiting the generality of the foregoing, the Services are provided “as-is” and without warranties of any kind, including, without limitation, any warranties of performance or implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Further, Dodo Payments does not make, and has not made, any representation or warranty that the Services are accurate, complete, reliable, current, error-free, or virus-free or that the operation of the Services will be uninterrupted.

13.2. To the fullest extent permitted by applicable law, in no event will Dodo Payments, its partners, service providers, affiliates or any of their respective directors, officers, employees or agents be liable to the other party for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with this Agreement, regardless of whether either party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based or remedies are sought in contract or tort otherwise.

13.3 The Buyer acknowledges and agrees that, in the event of any failure by Dodo Payments, its Affiliates, or their third-party service providers to fulfil any Sales Tax or other regulatory obligations of the Buyer, the Buyer shall have no claim against Dodo Payments, its Affiliates, or their third-party service providers. The Buyer hereby releases and discharges Dodo Payments, its Affiliates, and their third-party service providers to the fullest extent possible, from any and all liability arising from such failures.

14.Indemnity

14.1. The Supplier including their affiliates (“Indemnifying Party”) agrees to indemnify, defend and hold harmless Dodo Payments and its Affiliates, including their respective directors, agents, consultants, and employees (“Indemnified Party”), from and against any and all losses, claims, demands, suits, action, proceeding, damages, interest, fines, penalty, fees, charges, costs and/or expenses (including any reasonably incurred legal and other professional fees, costs and/or expenses) (“Losses”) whatsoever and howsoever arising which the Indemnified Party may sustain incur, suffer or pay arising out of, in connection with or pursuant to Indemnifying Party’s, its affiliates, or their respective employees’, agents’, representative’s:

1. breach of the Agreement;

b. Fraud, material misrepresentation, wilful misconduct, or gross negligence; or

c. Infringement of Intellectual Property Rights of any third party.

14.2. The Supplier further agrees to indemnify, defend and hold harmless the Indemnified Party from and against any and all Losses arising out of or in connection with:

1. access and/or use of the Services using the Supplier’s Account in a manner that is inconsistent with the Agreement, whether or not such access and/or use was authorized or whether it was due to any act or omission on the Supplier’s part;

b. any dispute or chargeback initiated in connection with the Supplier’s Transaction or Product resulting in debit to the bank account of Dodo Payments or its Indemnified Parties; and/or

c. any penalties imposed on Dodo Payments or its Indemnified Parties by banks, payment institutions or government institutions or Regulators as a result of, or in connection with, the Supplier’s Transaction or Product.

15.Confidentiality

15.1. The Parties acknowledge that they may share Confidential Information for the purposes of this Agreement with their Affiliates and their third party service providers. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information, except as expressly permitted in the Agreement.

15.2. Each Party shall exercise the same degree of care to avoid the publication or dissemination of the other Party’s Confidential Information as it affords to its own Confidential Information of a similar nature which it desires not to be published or disseminated, which in any event shall not be less than reasonable care.

15.3. Confidential Information disclosed under the Agreement shall only be used by the receiving Party for the purpose of the Agreement or the performance of its obligations hereunder. The receiving Party agrees not to use the disclosing Party’s Confidential Information for its own benefit or for the benefit of any third party.

15.4. The obligation of the Parties not to disclose confidential information shall survive the termination or expiry of the Agreement.

15.5. Notwithstanding the foregoing, neither Party shall be obliged to protect Confidential Information of the other party which:

(i) is rightfully received by the receiving Party from another party without confidential obligation to such party, or

(ii) is known to or developed by the receiving Party independently without use of the Confidential Information, or

(iii) is, or becomes generally known to the public by other thana breach of duty hereunder by the receiving Party;

15.6. The receiving Party may disclose Confidential Information that is required to be disclosed pursuant to a requirement of a government agency or law so long as the receiving party provides prompt notice to the disclosing party of such requirement prior to disclosure (where permitted under applicable law).

16.Privacy

16.1. The Parties consider that data sharing is necessary in order to fulfil the provision of the Services, including the sale of the Product, under the Agreement.

16.2. The Parties agrees that it shall at all times during the term of the Agreement, comply with the applicable jurisdiction’s Data Protection Legislation.

16.3. Dodo Payments will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Personal Data of Buyers and your data, as described in our Privacy Policy which can be found at https://dodopayments.com/privacy (or such other URL that Dodo Payments may provide from time to time).

17.Dormant accounts

Where you have no sales for a period of 3 (Three) consecutive months and there is a positive Account Balance, Dodo Payments reserves the right to charge you an account dormancy charge (“Dormancy Charge”) and/or deactivate your Supplier Account. Dormant Supplier Accounts with a negative balance and no sales activity in the preceding 15 days will be deactivated immediately.

18.Termination

18.1. Either party may terminate this Agreement at any time by giving the other party at least 30 (Thirty) Business Days’ prior notice in writing.

18.2.Notwithstanding anything contained in Clause 18.1, either party may terminate this Agreement by immediate notice in writing to the other if:

(i) the other party commits a material breach of its obligations under the Agreement and such breach is not remediable;

(ii) the other party commits a material breach of its obligation under the Agreement which is not remedied within 14 (Fourteen) Business Days of receiving written notice of such breach;

(iii) any consent, license or authorization held by the other is revoked or modified such that the other is no longer able to comply with its obligations under the Agreement or receive any benefit to which it is entitled;

(iv) the other party stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so, or is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction, unless such termination is not lawful under applicable law.

18.3. Dodo Payments may terminate this Agreement by immediate notice in writing to you if:

(i) it is required to do so by any of its Payment System(s) or third-party service providers;

(ii) there is any suspected fraudulent/ criminal activity or noncompliance by the Supplier of applicable laws;

(iii) where the Product has a chargeback/ cancellation/ refund rate of more than 0.5% of total orders monthly.

18.4. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

19.Rights and Obligations on Termination or Expiration

19.1. Termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.

19.2. Upon termination or expiration of the Agreement, Dodo Payments will within 30 (Thirty) Business Days return to you or destroy (i) all access details to the Product; (ii) all manuals, documentation, product literature, fee schedules and other written materials provided by you; or (iii) all Confidential Information and other property of you, provided that such materials or information are in its possession or under its control, unless required to retain the data to comply with or demonstrate compliance with a legal obligation.

19.3. In the case of a Buyer who an active subscription, then Dodo Payments may in the event of termination of this Agreement, refund the Buyer the pro-rated purchase price. This Agreement shall continue in respect of any Product which a Buyer has purchased prior to the date of termination or expiry and which Dodo Payments chooses not to terminate.

20.General

20.1. This Agreement along with the terms and conditions of Invoicing and all other policies/ terms shared with the Supplier by Dodo Payments, shall form the entire Agreement between the Parties.

20.2. Each Party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

20.3. You may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without Dodo Payments’s prior written consent. Any assignment in violation of this Clause is void.

20.4. Dodo Payments shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from an event, circumstance or cause beyond it’s reasonable control. In such circumstances, Dodo Payments shall be entitled to a reasonable extension of the time for performing its obligations.

20.5. Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

20.6. Except as expressly provided in this Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20.7. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

20.8. Each Party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorizations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with this Agreement.

20.9. The Parties are independent businesses and not partners, principals - agents, or employer and employee, or in any other relationship of trust to each other, and have a limited relationship as seller-reseller.

20.10. Any notice given to a Party under or in connection with this Agreement shall be in writing or by email to the address given for the relevant party herein or such other address that a party notifies the other Party of at any time and shall be given and deemed received by on the second Business Day after postage or, if given by hand then on delivery. Dodo Payments’s email address for such purposes is [email protected] and the Supplier’s email address is as provided in the Supplier Account.

21.Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the law of India and the parties irrevocably agree that the Indian courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with this Agreement.