Master Service Agreement

Last updated: 25 October, 2024

1. Acceptance of Terms

This Master Services Agreement, along with the Privacy Policy and any other terms and conditions published on the Dodo Payments Website, collectively form the “Agreement”. This Agreement governs the services provided by Dodo Payments to you (“Supplier” or “You”). By using our Services, you agree to be bound by this Agreement. If you do not agree, you may not use the Services. Changes to this Agreement will be published on our Website, and your continued use of the Services constitutes acceptance of the revised Agreement.

2. Definitions and Interpretation

Affiliate Entity or Group Company/Companies: Any legal entity controlling, controlled by, or under joint control with Dodo Payments.
Additional Services: Services referred to in clause 5.
Business: The Dodo Payments platform for buying digital Products.
Business Day: A day banks in the USA/India are open for business.
Buyers: End customers purchasing Products via Dodo Payments.
Card: Credit, debit, or pre-paid card issued under a Card Scheme.
Card Scheme: Organizations like Visa, MasterCard, etc.
Chargeback: A transaction reversed at the request of a Buyer or payment provider.
Checkout Recovery: Service emailing prospective Buyers who haven't completed a purchase.
Confidential Information: Proprietary information disclosed by a party.
Data Protection Legislation: Applicable data protection and privacy laws.
Intellectual Property Rights: Rights related to inventions, trademarks, copyrights, etc.
Dodo Payments: Dodo Payments Inc. and its Affiliates.
Dodo Payments Discount: Margin payable to Dodo Payments for Services.
Dodo Payments Invoicing: System for selling Products and collecting payments.
Payment System: Third-party payment services used by Dodo Payments.
Payment Currency: Currency selected within your Supplier Account.
Payment Scheme Rules: Rules issued by Card Schemes or Payment Systems.
Product: Supplier’s digital Product resold by Dodo Payments.
Sales Tax: Indirect tax on the Product.
Services: Services provided by Dodo Payments as described in Clause 3.
SRP: Supplier’s recommended price for the Product.
Supplier Account: Account set up on the Dodo Payments platform.
Supplier Dashboard: Dashboard for accessing Supplier Account and reports.
Supplier Fee: Defined in clause 4.1.
Supplier URL(s): Websites or apps where the Product is sold using the Services.
Trademarks: Your trademarks and logos.
Transaction: Completed sale of the Product via Dodo Payments Invoicing.
Transaction Currency: Currency in which the Product is sold.

3. Appointment

You appoint Dodo Payments as your non-exclusive reseller of the Product across all territories. Dodo Payments will handle invoicing and refunds.

4. Services

Dodo Payments will provide the following Services: - Set up as a Supplier on the platform. - Act as a non-exclusive reseller. - Facilitate product fulfillment and customer support. - Handle all aspects of Sales Tax. - Contract with third-party service providers as needed.

5. Dodo Payments Discount

For each Transaction, Dodo Payments will pay the Supplier the SRP minus: - Sales Tax. - Dodo Payments Discount. - Other charges as per the Agreement.

6. Sales Tax

Dodo Payments handles all Sales Tax collection, reporting, and remittance.

7. Title and Licence Grant

Dodo Payments grants you a non-exclusive license to use the Supplier Dashboard.
You grant Dodo Payments a non-exclusive right to sell the Product.
Dodo Payments agrees not to modify or misuse the Product.

8. Transaction and After Sales Support

Dodo Payments provides first-tier after-sales support.
You provide all other customer support.

9. Shipping

Dodo Payments resells digital Products.
Delivery is intended to be instantaneous.

10. Fees and Charges

Dodo Payments reports in the Payment Currency.
Payments are made by the 20th of the following month.
Dodo Payments may hold a reserve for refunds or chargebacks.

11. Set Off

Dodo Payments may set off any Supplier liabilities against amounts owed to the Supplier.

12. Due Diligence

Dodo Payments may request information about you and your business for due diligence purposes.

13. Representations and Warranties

You represent and warrant that: - Information provided is accurate and up to date. - You have the right to sell the Product. - The sale complies with all applicable laws.

14. Disclaimer of Warranties and Limitation of Liability

Dodo Payments disclaims all warranties regarding the Services and limits liability to the fullest extent permitted by law.

15. Indemnity

You agree to indemnify Dodo Payments against any losses arising from your breach of the Agreement or infringement of third-party rights.

16. Confidentiality

Parties agree to keep Confidential Information confidential and use it only for the purposes of the Agreement.

17. Privacy

Parties agree to comply with applicable Data Protection Legislation.

18. Dormant Accounts

Dodo Payments may charge a dormancy fee or deactivate dormant accounts.

19. Termination

Either party may terminate the Agreement with 30 days' notice. Immediate termination is possible for material breaches or other specified reasons.

20. Rights and Obligations on Termination or Expiration

Termination does not release either party from payment obligations. Dodo Payments will return or destroy your materials upon termination.

21. General

This Agreement forms the entire agreement between the Parties.
Parties are independent businesses.
Notices must be in writing or by email.

22. Governing Law and Jurisdiction

This Agreement is governed by Indian law, and disputes are subject to the jurisdiction of Indian courts.