This document is an electronic record in terms of Information Technology Act, 2000 and rules there

under as applicable. This electronic record is generated by a computer/electronic system and does not require any physical or digital signatures.

1. INTRODUCTION

1.1. Value Growth Fintech Solutions Pvt Ltd, (“VGFSPL” / “FlexiPayment” / “Us” / “We” / “Our”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns), a company incorporated under the Companies Act, 2013

and having its registered address at 1013, Corporate Avenue, Wing A, Sonavala Lane, Goregaon East, Mumbai – 400063  is engaged in the business of developing and providing processes and technology in for buyers, vendors, sellers and financiers to enable them to effectively collaborate for discounting of their invoices, trade payables and receivables including through a digital platform developed by FlexiPayment (hereinafter referred to as the “Business”).

1.2. FlexiPayment provides the Content (as defined below) and services available on the Website (as defined below) to you subject to the following terms and conditions, Our Privacy Policy and other terms and conditions and policies which you may find throughout Our Website in connection with certain functionality, features or promotions as well as customer service, all of which are deemed a part of and included within these terms and conditions (collectively, “Terms and Conditions”).

1.3. For the purposes of these Terms and Conditions, “Website” shall mean and include https://www.FlexiPayment.in/, mobile application(s) of FlexiPayment, any successor website/applications, any website of related entity or any other channel facilitated and permitted by FlexiPayment including but not limited to any digital medium including phone, displays, emails, social media interfaces and messaging interfaces.

1.4. We reserve the right to change these Terms of Use at any time. The changes will be effective from the date and time of the posting of such changes. If the User does not agree with any Terms and Conditions, the User must not access the Website. If the User continues to accesses the Website, the Terms and Conditions shall be a legally binding agreement between the User and FlexiPayment.

1.5 By accessing or using Website, you are acknowledging that you have read, understand, and

agree, without limitation or qualification, to be bound by these Terms and Conditions. This is a

legally binding agreement between you, (the user) and FlexiPayment and all its related entities, establishing the terms and conditions under which this Website may be used/accessed. IF YOU

DO NOT AGREE TO THE TERMS AND CONDITIONS, YOU MAY NOT USE OUR WEBSITE.

2. DECLARATION

2.1. You hereby declare that you are legally capable to enter into an agreement and that all the particulars and information provided by you through this Website are true, accurate and complete.

2.2. By using the Website and/or submitting the User’s information including any personal information on the Website, the User expressly consents to the transfer of such data to the Website, and to the processing of such data on the server of the Website, where the User’s data will be governed by Applicable Laws.

2.3 By accepting these Terms and Conditions, you hereby authorize FlexiPayment to collect your basic identification and contact information including but not limited to your name, contact number, email id, which you provide voluntarily to enable Us to identify you as a user of the Website and allow Us to contact you with more information regarding the Business and services provided by FlexiPayment.

3. INFORMATION AND MATERIALS

3.1. All information and content available on the Website and its look and feel, including but not

limited to trademarks, logos, service marks, text, graphics, logos, button icons, images, audio

clips, material, information, data, money market movements, news items, links etc. data compilations and software, and the compilation and organization thereof contained on this Website (“Content”) is provided for general information only and should not be used as a basis for making business/commercial decisions.

3.2. Content contained on this Website or other terms are provided on an “as is”, “as available” basis and is the sole property of FlexiPayment, our affiliates, partners or licensors, and is protected by applicable laws, including but not limited to laws governing copyrights and trademarks. FlexiPayment expressly disclaims to the maximum limit permissible by law, all warranties, express or implied, including, but not limiting to implied warranties of merchantability, fitness for a particular purpose and non-infringement. You may not distribute Content to others without the express written consent of FlexiPayment. You may not copy, download, publish, distribute or reproduce any of Content contained on this Website in any form without prior permission of FlexiPayment.

3.3. Content on this Website should not be regarded as an offer, solicitation, invitation, advice or

recommendation to use of the products or services described on this Website.

3.4. Products and services are available only at the discretion of FlexiPayment and its related entities, subject to the individual contractual terms and conditions of products and services on which they are offered and such products and services may be withdrawn or amended at any time without notice.

3.5. You acknowledge that certain functions of this Website would require an active internet connection which can be Wi-Fi or the Local Area Network (LAN) connection. FlexiPayment and its related entities do not assume any responsibility/liability if this Website is not fully functional due to absence / insufficiency of the required internet connection. FlexiPayment and/or its related entities will not be concerned with any dispute between the user and the Internet Service Provider and/or any third party providing the internet connection or any other services responsible to run this Website.

3.6. You hereby understand that your acceptance to these Terms and Conditions will in no way confirm the grant of any specific product and/or services by FlexiPayment to you. In the event of any conflict between the terms and conditions of specific products and services and these Terms and Conditions, the conditions specific to such products and services shall prevail.

4. NO REPRESENTATIONS AND WARRANTIES

4.1. This Website may contain advice/ opinions and statements of various professionals/ experts/analysts, etc. Reliance on these statements shall be at your own risk. It is the responsibility of the user of this Website to independently verify and evaluate the accuracy, completeness, reliability and usefulness of any opinions, services or other information provided on this Website.

4.2. All information in this Website is being provided under the condition and understanding that the same is not being interpreted or relied on as legal, accounting, tax, financial, investment or other professional advice, or as advice on specific facts or matters.

4.3. FlexiPayment may at any time (without being obliged to do so) update, edit, alter and/or remove any Content in whole or in part that may be available on this Website and shall not be held responsible for all or any actions that may subsequently result in any loss, damage and or liability.

4.4. Nothing contained herein is to be construed as a recommendation to use any product or process, and FlexiPayment and its related entities makes no representation or warranty, express or implied that, the use thereof will not infringe any intellectual property rights, or otherwise. The user is expected to keep abreast of any changes made in this Website and the information available on it on a regular basis and FlexiPayment and its related entities undertake no responsibility about advising the user/clients about any such changes.

4.5. Though FlexiPayment and its related entities will endeavour to ensure that information contained on this Website is obtained from sources which, it feels, are reliable, FlexiPayment and its related entities do not warrant such information’s completeness or accuracy.

5. THIRD PARTY SERVICES

5.1. FlexiPayment does not guarantee, warrant or endorse any product or service sold by any third

party, nor shall have any liability or responsibility for the quality or performance of any product or service sold to you by third party using our Website and any question or dispute you may have regarding any such product or service should be addressed directly to the concerned third party from which product or service availed.

5.2. You hereby agree to release FlexiPayment and its related entities from all claims, demands and damages, whether actual or consequential, of every kind, whether known or unknown, disclosed or undisclosed, arising out of or relating to any and all listings, transactions, or any other use of Website.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. As long as you respect these Terms and Conditions for browsing/ using this Website, FlexiPayment

grant you a non-exclusive, non-transferable and revocable license to use this Website. All rights relating to this Website as well as its functionalities are the exclusive property of FlexiPayment and/or its related entities (particularly including but not limited to copyrights, trademarks, source code, patents as well as any other intellectual property right). All the information provided on or via this Website (including all texts, graphics, design or logos) shall be the intellectual property of FlexiPayment and/or its related entities.

6.2. You agree not to copy, forward, download or share content without obtaining the necessary rights or permissions to do so. You also agree not to abuse your access and license to use this Website.

7. USAGE

7.1. In addition to other prohibitions as set forth in these Terms and Conditions, you understand

and agree that you are prohibited from using Website or its Content:

(i) for any unlawful purpose;

(ii) to solicit others to perform or participate in any unlawful acts;

(iii) to violate any international, federal, provincial or state regulations, rules, laws, or applicable ordinances;

(iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;

(v) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

(vi) to submit false or misleading information;

(vii) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Website;

(viii) to collect or track the personal information of others;

(ix) to spam, phish, pharm, pretext, spider, crawl, or scrape;

(x) for any obscene or immoral purpose; or

(xi) to interfere with or circumvent the security features of Website. We reserve the right to terminate Your access to Website for violating any of the prohibited uses.

8. INDEMNIFICATION

8.1. You agree to protect and fully compensate FlexiPayment, its related entities, licensors, suppliers and facilities providers, employees, officers and directors, from any and all third party claims, liability, damages, expenses and costs (including but not limited to reasonable attorney’s fees) caused by or arising from your use of the facilities, your violation of these Terms and Conditions and/or Privacy Policy or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.

9. LIMITATION OF LIABILITY

9.1. FlexiPayment and its related entities, their directors and employees accept no liability and will not be liable for any loss or damage arising directly or indirectly (including special, incidental or consequential, punitive, or exemplary loss, damage or expenses) from your use of this website or any linked site or inability to use by any party, howsoever arising, and including any loss, damage or expense arising from, but not limited to, any defect, error, omission, interruption, imperfection, fault, mistake, or inaccuracy with this website, its contents or associated services, or due to any inaccessibility of this website or any part thereof or any contents or associated services even if the entities are advised of the possibility of such damages, losses or expenses.

10. LINKED WEBSITES

10.1. This Website may contain links to other websites of affiliate companies or related entities of FlexiPayment. This Website also contains links to external websites, having further linked websites, controlled or offered by third parties (non-affiliates of FlexiPayment), in order to help you find relevant websites, services and/or products which may be of interest to you, quickly and easily. The contents displayed or products / services offered on such linked websites or any quality of the products/ services are not endorsed, verified or monitored by FlexiPayment or its related entities. FlexiPayment and its related entities are also not responsible for the owners or operators of such external links or websites or for any products or services they supply or for the contents of their websites and do not give or enter into any conditions, warranties, express or implied; or other terms or representations in relation to any of these or accept any liability in relation to any of these (including any liability arising out of any claim that the content of any external websites to which this website includes a link infringes the intellectual property rights of any third party).

11. SIGN UP AND REGISTERATION

11.1 As indicated, any person may access the Website either by registering on the Website or using the Website as a guest. However, a guest user may not have access to all sections of the Website which shall be reserved only for the purpose of registered Users, and which may change from time to time at the sole discretion of the Website.

11.2 All eligible Users who wish/have to register themselves with the Website shall be required to create an account by filling in the details prescribed in the Website. 

11.3 By applying for registration, the User agrees and authorizes FlexiPayment to carry out such checks and verification. As part of the registration process:

11.3.1 we shall run identity, KYC, fraud checks;

11.3.2 obtain a credit rating for Users from the Credit Information Bureau;

11.3.3 carry out residence and/or work verification at your employment location;

11.4 If any User provides any information that is untrue, false, not updated, and incomplete or the Website has reasonable grounds to believe that such information is untrue, false, not updated, incomplete, the Website shall have the right to suspend or terminate the relevant User account and refuse any and all current or future use of the Website (or any portion thereof).

11.5 Users of the Website may be required to provide certain personal information and expressly permit the Website for accessing and/or collecting and retaining such personal information of the Users. Such provision and/or collection, storage, retention, use and disclosure of the -personal information of the Users shall be subject to the Website’s privacy policy available at https://www.FlexiPayment.in/privacy-policy/.

11.6 Registration Fee to register as a Borrower: We will charge each Borrower a one- time registration fee of up to INR 10,000 (Indian Rupees Ten Thousand) for the services that we provide to the Borrowers. For any subsequent application / renewal, borrower will pay up to INR 5,000 (Indian Rupees Five Thousand) for re-verification charges depending on the product. These fees are non-refundable.

12 Intellectual Property Rights

12.1 Intellectual Property Rights (“IPR”) for the purpose of these Terms of Use shall always mean and include copyrights whether registered or not, patents including rights of filing patents, trademarks, trade names, trade dresses, house marks, collective marks, associate marks and the right to register them, designs both industrial and layout, geographical indicators, moral rights, broadcasting rights, displaying rights, distribution rights, selling rights, abridged rights, translating rights, reproducing rights, performing rights, communicating rights, adapting rights, circulating rights, protected rights, joint rights, reciprocating rights, infringement rights and further shall also include but not be limited to all text, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork and computer code in relation to the Website.

12.2 All IPR on the Website exclusively belong to either the Website or the third party sellers and suppliers, as the case may be. Under no circumstance shall any User infringe in any way such IPR of the Website, a third party supplier or seller during or pursuant to its use of the Website for any purposes whatsoever.

12.3 All those IPR arising as a result of domain names, internet or any other right available under applicable law shall vest in the domain of www.FlexiPayment.in as the owner of such domain name.

12.4 The Parties hereto agree and confirm that no part of any IPR mentioned hereinabove is transferred in the name of User and any IPR arising as a result of these presents shall also be in the absolute ownership, possession and our control or control of its owners/permitted assigns, as the case may be.

12.5 Except as expressly provided herein, the User acknowledges and agrees that it shall not copy, republish, post, display, translate, transmit, reproduce or distribute or in any other way infringe any IPR through any medium without obtaining the necessary authorization from the Website or the thirty party (third-party) owner of such IPR.

13 INDEMNITY

13.1 The User hereby indemnifies, defends and holds harmless the entity owning and operating the Website, its subsidiaries, affiliates, vendors, agents and their respective directors, officers, employees, contractors and agents (herein after individually and collectively referred to as “Indemnified Parties”) from and against any and all losses, liabilities, claims, suits, proceedings, penalties, interests, damages, demands, costs and expenses (including legal and other statutory fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the indemnified parties that arise out of, result from, or in connection with:

(i) The User’s breach of these Terms of Use; or

(ii) Any claims made by any third party due to, or arising out of, or in connection with, the User’s use of the Website; or

(iii) Any claim that any third party IPR, proprietary information, content or materials provided by the User causes any damage to a third party; or

(iv) Violation of any rights of any third party by the User, including any IPR; each an “Indemnity Event”. 

13.2 Upon occurrence of an Indemnity Event, the Website may notify the User of any claims which the User shall be liable to indemnify the Website against. The User shall then be obligated to consult with the Website regarding the course of action to be undertaken in defending such a claim.

13.3 The User shall not compromise or settle any claim or admit any liability or wrongdoing on the part of the Website without the express prior written consent of the Website which can be withheld or denied or conditioned by the Website in its sole discretion.

13.4 Notwithstanding anything to contrary, in no event shall the Website, its subsidiaries or affiliates and their respective officers, directors, employees, partners or suppliers be liable to the User for any special, incidental, indirect, consequential, exemplary or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not the Website has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with the User’s use of or access to the Website or the Product.

14 REPORT ABUSE AND TAKE DOWN POLICY

14.1 In the event the Website or any User becomes aware of any objectionable content on the Website including but not limited to violation of privacy, misuse of personal information or violation of any IPR, in violation of these Terms of Use then, the Website, by itself or upon receipt of a communication from any of its Users, without any prior notice take down such objectionable content from the Website.

14.2 For any reporting in respect of the aforesaid, the User should contact the Website at cs@FlexiPayment.in

14.3 If a feedback comment or any communication made between Users and the Website or email communication between Users in relation to transactions conducted on the Website contain profanity, please submit a request for action/removal. Disciplinary action may result in the indefinite suspension of a User’s account, temporary suspension, or a formal warning.

14.4 The Website shall consider the circumstances of an alleged policy violation and the User’s trading records before taking action violations of this policy may result in a range of actions, including: (a) limits placed on account privileges; (b) loss of special status; (c) account suspension.

15 GOVERNING LAW

15.1. This website and the terms and conditions shall be governed by and construed in accordance with all applicable laws of India, unless stated otherwise. All disputes arising out of or in connection with these terms and conditions or use of this website shall be submitted to the exclusive jurisdiction of the courts of Mumbai.

16. AMENDMENTS

16.1. FlexiPayment reserves the right to change the information provided on or via this Website, including these Terms and Conditions or to charge for its services, at any time and without notice. It is recommended that you review the information provided on or via this Website, including these Terms and Conditions, periodically for changes. FlexiPayment or any of its related entities/ affiliates shall not be held responsible for all or any actions that may subsequently result in any loss, damage and or liability on account of such change in the information on this website.

17. SUSPENSION AND CANCELLATION

17.1. FlexiPayment or its related entities can at any time, without the need to give a reason, notice or

compensation, suspend your ability to use this Website. The suspension or cancellation of the

licence to use this Website will mean that you will no longer have any access to your data,

without you having any recourse against FlexiPayment or any of its related entities or its affiliates.

Further, FlexiPayment also reserves the right to suspend the user’s access to any user account

and/or this Website, in case FlexiPayment in its sole discretion is of the view that user is in breach of these Terms and Conditions and any applicable law or may foresee any breach by user of

these Terms and Conditions and any applicable law.

18. ACCURACY AND CORRECTNESS OF INFORMATION

18.1. You confirm that any information provided by you or any details entered into the Website are

correct and you undertake to pass on any modifications to FlexiPayment or its related entities. You

shall indemnify and hold FlexiPayment and/or its related entities/affiliates harmless against any

loss, damage or costs suffered / incurred by and or its related entities/ affiliates as a result erroneous information supplied by you or your authorized users.

18.2. Specifically, you are responsible for the confidentiality of any codes and passwords allowing you to use this Website, and access to your information as well as this use and this access by any third party, whether or not they are authorised by you.

19. ENTIRE AGREEMENT

19.1. Unless otherwise specified herein, these Terms and Conditions along with the Privacy Policy

constitute the entire agreement between the user and FlexiPayment with respect to Website and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and FlexiPayment. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

20. NO WAIVER

20.1. FlexiPayment or its related entities shall not be deemed to have waived any of its/their rights or

remedies hereunder, unless such waiver is in writing. No delay or omission on the part of

FlexiPayment, in exercising any rights or remedies shall operate as a waiver of such rights or

remedies or any other rights or remedies. A waiver on any one occasion shall not be construed

as a bar or waiver of any rights or remedies on future occasions.

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