FIRST DATA INDIA PRIVATE LIMITED - COMMERCIAL ENTITY USER AGREEMENT

This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to PayPal Users that are Commercial Entities (as defined by Visa and MasterCard), who are sub-merchants of PayPal and who use PayPal Payments Pvt. Ltd. (“4PL” or “PayPal”), a company incorporated under Companies Act, 1956. (“PayPal”) processing services to accept card based payments or PayPal branded payments through PayPal (the “PayPal Services”). Each such entity or person receiving this CEA is hereby referred to as “PayPal Customer.” In this CEA, “you,” and/or “your” also refer to PayPal Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) IDFC Bank Limited and First Data India Private Limited (collectively, “Member”). In this CEA “we”, “us” and “our” also refer to Member.

PayPal Customer has duly executed a PayPal User Agreement found on the PayPal website (the “UA”) and, in certain cases, signed the PayPal Payment Processing Agreement (“PPA”) with PayPal, each of which set forth requirements regarding the PayPal Services and are incorporated into this CEA by reference. Member may terminate its provision of credit and debit card processing services provided by Member to PayPal and you in connection with payments made to you through the PayPal Service and enforce any of the provisions of the UA and, if applicable, the PPA that relate to the credit and debit card processing services provided by the Member.

By agreeing to the PPA or otherwise agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference. PayPal Customer further agrees that this CEA forms a legally binding contract between PayPal Customer and Member. Any rights not expressly granted herein are reserved by Member.

1. Purpose of this CEA. When your customer pays you through PayPal, they have the option of paying you through a funding source offered on the PayPal website including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (collectively the “Card Networks”) require that you enter into a direct contractual relationship with a bank who is a member of the Card Networks. By entering into the CEA, you are fulfilling the Card Network rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Card Network rules as they pertain to payments you receive through the PayPal Service.
2. Card Network Rules. You agree to follow all requirements of this CEA in connection with each Card transaction and to comply with the Visa Operating Regulations, the Mastercard Bylaws, and all other applicable Card Network Rules. Mastercard and Visa have established guidelines, merchant monitoring programs and reports to track merchant activity such as excessive credits and Chargebacks, and increased deposit activity. In the event you exceed the guidelines or submit suspicious transactions as identified by a Card Network or any related program or reports, you may be subject to: (i) incremental Chargebacks and/or fees; (ii) settlement delay or withholding; (iii) termination of your Agreement; or (iv) audit and imposition of fines. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Association rules, which rules are located at: http://www.mastercard.com/us/merchant/how_works/merchant_rules.html and http://usa.visa.com/merchants/operations/op_regulations.html?it=c|/merchants/|Visa%20Operating%20Regulations.
3. Deposit Transactions. You agree to only accept payments through PayPal Services for transactions between you and your customer for the sale of goods or services. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that for Visa and MasterCard payments, PayPal shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services.
4. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), in which cases a sale may be split into multiple transactions.
5. Minimum or Maximum/Surcharges; Taxes. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and Mastercard cards and other Card Scheme cards unless permitted under Applicable Law. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
6. Card Scheme Compliances: You agree and accept that all Card Scheme marks are the respective property of their owners and that You shall not contest such ownership under any circumstances. You agree that at any point of time FDI PayPal or a Card Scheme may prohibit You from using any Card Scheme branding/marks. Further, You shall ensure fair acceptance of all Card Scheme cards for transactions by customers in accordance with the requirements of the respective Card Scheme rules and shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or Mastercard in favor of any other card brand. You also accepts that a Card Scheme may enforce any provision of its respective rules in order to ensure the integrity of its card program and You agree to abide by any such decision of the Card Scheme.
7. Access to Cardholder Data. You acknowledge that you do not have access to Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2) for payments received by you through the PayPal Services. You agree you shall not request access to Cardholder Data from either PayPal or any customer making payment through the PayPal Services. In the event that you receive Cardholder Data in connection with the PayPal Services, you agree that you will not (i) use the Cardholder Data for any purpose other than to support payment for your goods and services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Card Network Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer, Visa or Mastercard (as applicable) or in response to a government request. In the event that you receive Cardholder Data in connection with the PayPal Service, you agree (x) to promptly notify Member (or another Member if so appropriate) and PayPal of such and (y) at all times to be compliant with the Payment Card Industry Data Security Standards with respect to such Cardholder Data.
8. PayPal Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. You must include the address of your permanent establishment on your Web site.
9. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from PayPal. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
10. Refund Policy must be on PayPal Customer’s Website. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Card Network rules frequently allow the cardholder to still dispute these items. You agree to display you consumer privacy policy on your website as well as the security method used for transmission of payment data.
11.  Compliance with Law; Privacy Policy Display. You will not access and/or utilize the PayPal Services for illegal purposes and will not interfere or disrupt networks connected with the PayPal Services. You agree to display your consumer privacy policy on its website as well as its security method for transmission of payment data. In the event there is a requirement from a regulatory or law enforcement agency or otherwise mandated You agree to provide FDI with prompt and reasonable assistance (which may include access to, inspection rights to your premises and books) as may be required to comply with such obligation.
12. Payment Instructions: You authorize and direct us to pay all amounts due from us to you hereunder via a PayPal’s Nodal account. PayPal shall serve as your agent for purposes of receiving the proceeds of the transactions from us and shall be responsible for disbursing such amounts to you.
13. Term and Termination. This CEA is effective upon the date you signed the PPA or otherwise agreed to this CEA (by “click-through” or otherwise), and continues so long as you use the Service. This CEA will terminate automatically upon any termination or expiration of your UA or, if applicable, your PPA, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Member at any time based on: (i) a breach of any of your obligations under this CEA, the UA or, if applicable, the PPA, or (ii) the termination of the payment processing relationship between PayPal and Member.
14. Indemnification. You agree to indemnify and hold Member harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this CEA; (b) Your or your employees’ negligence or willful misconduct, in connection with card-funded PayPal transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the PayPal Service; (c) arising out of any third party indemnifications Member is obligated to make as a result of PayPal Customer’s actions (including indemnification of any Card Network or card issuing bank).
15. Warranty Disclaimer. This CEA is a service agreement. We disclaim all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
16. Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall we be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. Notwithstanding anything in this CEA to the contrary, and the extent permitted by law, FDI cumulative liability for all losses or damages you may suffer arising out of or related to the terms of the CEA will not exceed Rs. 50,000. The total liability of Bank under any circumstance for any claims, actions, suits, damages (whether under contract, tort, negligence, statutory penalties or for any other reason whatsoever) shall not exceed an amount of Rs.25,000 either during the term of the CEA or even post termination.
17. Governing Law; Arbitration. Governing law with respect to this CEA shall be Mumbai, India. Any dispute with respect to this CEA between you and Bank /FDI as Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the Indian Arbitration and Conciliation Act 1996 . Venue for any such arbitration shall be Mumbai, India.
18. Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the UA or, if applicable, the PPA. The Member may assign their rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Member may amend this CEA at any time via PayPal posting a revised version on the PayPal website(s). The revised version will be effective at the time PayPal posts it. In addition, if the revised version includes a substantial change, Member will provide you with 30 days' prior notice of such change via PayPal posting a notice on the "Policy Updates" page of the PayPal website(s). After this thirty (30) day’s notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the PayPal Service. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or increases your responsibilities Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
19. Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between PayPal Customer and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
20. Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
21. Member Bank Information: First Data India Private Limited is responsible for the credit and debit card processing services provided hereunder and may be contacted at its customer care contacts/email.