ArthPay

MERCHANT SERVICE AGREEMENT

This Agreement made, entered and executed on ___ day of __________, 2025 by and between:

GVP Infotech Limited, a Company incorporated under the provisions of Companies Act, 1956, having its Registered office at Office No. 710, Naurang House, KG Road, Connaught Place, New-Delhi-110001, (hereinafter referred to as "GVP" which expression unless repugnant to the context or meaning thereof shall mean and include its successors and permitted assigns);

AND

(________________________________________________________), a Company incorporated under the provisions of Companies Act, [1956/ 2013], having CIN (_____________________________________________________________) and having its registered office at (______) (hereinafter referred to as "Merchant" which expression unless repugnant to the context or meaning thereof shall mean and include its successors and permitted assigns).

GVP and Merchant shall collectively be referred to as the "Parties" and individually referred to as the "Party".

WHEREAS:

GVP is an RBI authorized Payment Aggregator under the brand name of “Arthpay” and provides inter aliapayment aggregation, payment processing and settlement services with respect to various electronic payment solutions.
The Merchant inter aliasells goods and/or supplies services and collects money for a specified purpose through but not limited to its website or locations of face to face interactions with its Customers (defined hereunder). The Merchant accepts online / offline payments initiated by the Merchant's customers (i) during the Merchant's face to face interactions; or (ii) on the Merchant's website / App using Payment Mechanisms (defined hereunder).
The Merchant is desirous of availing the GVP Payment System (defined hereunder) which could be offered to the Customers of the Merchant as a payment option to make payments for goods and/or services offered by the Merchant;
GVP is desirous of enlisting the Merchant and allowing the Merchant to use the GVP Payment System at its establishment or its website as the case may be.
GVP has agreed to provide the GVP Payment System and the Merchant has agreed to receive the same on terms and conditions mutually agreed between the parties hereto as hereinafter contained in this Agreement.

Now therefore, in consideration of the mutual covenants, terms and conditions and understandings set forth in this Agreement and other good and valuable consideration (the receipt and adequacy of which are hereby mutually acknowledged), the parties with the intent to be legally bound hereby agree as follows:

DEFINITIONS

2.1 The following capitalized terms when used in this "Agreement", shall have the following meanings unless the context requires otherwise:

"Acquiring Banks" shall mean various banks, financial institutions, Card Associations, National Payment Corporation of India Limited (“NPCI”), payment system providers licensed under the Payment Systems Act and other software providers who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, and internet payment gateway services.
"Affiliate" shall mean with respect to any Person at any time, any Person, which, at that time, directly or indirectly, Controls, is Controlled by, or is under common Control with the first named Person.
"Agreement" shall mean this agreement and all schedules, appendices, annexure and exhibits attached to it or incorporated in it by reference.
"GVP Payment System" shall mean the facilities and services provided by GVP to the Merchant (including the POS Machine), which allows the authorization and settlement in respect to payment instructions initiated by the Customers for purchase of Products.
"Applicable Law" shall mean all applicable statutes, enactments, laws, ordinances, bye-laws, rules, regulations, guidelines, notifications, notices, and/or judgments, decrees, injunctions, writs or orders of any applicable court, statutory or regulatory authority, tribunal, or board in the applicable jurisdiction as may be in force and effect during the subsistence of this Agreement as may be applicable to each of the Parties respectively or to the transactions contemplated in this Agreement, including but not limited to Payment Systems Act, the regulations framed thereunder and the RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 and RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways of 2020, as amended.
"Authentication" shall mean the process, by which Customer identification is authenticated in the GVP Payment System.
"Authorization" shall mean the process hereunder by which Facility Provider obtains confirmation or confirms to the Merchant that a valid charge has been made on the Customer's Payment Mechanism.
"Business Day" means any day on which banks are open for business in Mumbai, India.
"Card Association(s)" means any of Visa, MasterCard, Visa Electron, Maestro, Diners, American Express, Rupay or any other card association as may be specified by GVP from time to time.
"Card Association Rules" mean the written (including by publication on their website) rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association.
"Chargeback" shall mean the event where an approved and settled Transaction is refused, debited or reversed from the Merchant Designated Account or from the Settlement Amount due to the Merchant in the Escrow Account (shall also include similar debits to GVP's bank accounts, if any) by the Acquiring Bank for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto.
"Confidential Information" shall mean any and all written, oral or other tangible or intangible form of information, discoveries, ideas, concepts, know-how (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data including Point of Sale details, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information and trade secrets which includes but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement which is not generally available to the public as delivered by either Party ("Disclosing Party") to the other Party ("Receiving Party") within the framework of this Agreement or as a result thereof.
"Control"(including with correlative meaning, the terms "Controls", "Controlled by" and "under common Control with") when used with respect to any Person, shall mean the possession, directly or indirectly, acting alone or together with another Person, of the ability to direct the management and policies of such Person, whether: (i) through the ownership of more than 50% (fifty per cent) of the voting rights of such Person; (ii) through the power to appoint half or more than half of the members of the board of such Person; or (iii) pursuant to contractual arrangements.
"Customer" shall mean any Person making payment for products and/or services purchased from the Merchant.
"Customer Charge" shall mean the sale price of the products and/or services purchased by the Customer from the Merchant using the GVP Payment System from time to time.
"Effective Date" shall mean the date of execution of this Agreement.
“Escrow Bank” shall mean the bank(s) designated by GVP for the purpose of pooling the funds collected from Customers on behalf of the Merchant and facilitating the transfer of these funds in final settlement to the Merchant (after deducting TPC), in accordance with Applicable Law.
“Escrow Account” means an account held by GVP with any of the banks for the purpose of pooling the monies collected from Customers on behalf of the Merchant and facilitating the transfer of these funds in final settlement to the Merchant (after deducting TPC), in accordance with Applicable Law.
"GST" shall include the Central Goods and Services Tax ('CGST'), the State Goods and Services Tax ('SGST'), Integrated Goods and Services Tax ('IGST'), Union Territory Goods and Service Tax ('UTGST') and any other taxes levied under the GST related legislations in India as may be applicable;
"Merchant Designated Account" shall mean the bank account specified in Annexure A.
"Payment Mechanism" means the mode of payment including but not limited to UPI, net banking, Valid Cards, through the internet, mobile, physical POS machine, or any other means utilizing facilities of various Acquiring Banks and through such other modes and mechanisms of payment as may be notified by GVP from time to time.
"Payment Systems Act" shall mean the Payment and Settlement Systems Act, 2007 (Act 51 of 2007).
"Person"shall mean any natural person, limited or unlimited liability company, body corporate (wherever incorporated), unincorporated association, partnership (whether limited or unlimited), proprietorship, Hindu Undivided Family, trust, union, government or any agency or political subdivision thereof or any other entity that may be treated as a person under Applicable Law.
"Point(s) of Sale" shall mean the Merchant's websites/ mobile applications or location of face to face interactions or any place of business where the Merchant offers for sale its products and/or services.
"POS Fee" shall mean the fee charged in accordance with Annexure B.
"POS Machine" shall mean any equipment or hardware provided by GVP to the Merchant under this Agreement.
"RBI" shall mean the Reserve Bank of India established under the Reserve Bank of India Act, 1937 (Act 2 of 1934).
"Refund" shall mean the event when the Merchant issues instructions to GVP to return to a Customer, the Customer Charge.
"Settlement Amount" shall mean Customer Charge minus the TPC, POS Fee, GST, other applicable taxes and any other amounts/ charges/ fees payable by the Merchant to GVP under this Agreement.
"Transaction" shall mean every order or request placed by the Customer at the Point of Sale, the payment for which is processed through the GVP Payment System.
"TPC" shall mean Technology Platform changes and consists of the rates and charges fees as specified in Annexure A.
"Valid Card" shall mean a credit/ debit/ cash/ pre-paid card, pre-paid payment instrument or any other instrument of like nature provided by an issuing bank and which is not listed in the current warning bulletins of card acceptance facility providers or any Acquiring Bank.

2.2. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

2.3. In this Agreement unless the context requires otherwise:

(a) References to Clauses and Annexures are to Clauses of and Annexures to this Agreement.

(b) Words denoting the singular number include the plural number and vice versa, words denoting the masculine gender include the feminine gender.

(d) In case of any ambiguity or discrepancy between the Clauses and the Annexures to this Agreement, the Clauses shall prevail.

(e) The term including shall not be limited by any words before or after.

(f) Any reference to any agreement, deed, instrument, licence, code or other document of any description shall be construed, at the particular time, as a reference to that agreement, deed, instrument, licence code or other document as the same may then have been amended, varied, supplemented, modified, suspended or novated.

A reference to a day, month or year is relevant to a day, month or year in accordance with the Gregorian calendar, unless otherwise specified in this Agreement.
Any reference to writing includes typing, printing, and email but excludes any other form of electronic communication.

2.4. In this Agreement any reference, express or implied, to an enactment (which includes a legislation in any applicable jurisdiction) or any subordinate legislation (which includes all applicable rules, regulations, official circulars, press notes, orders, clarifications, notifications and the like) includes:

(a) that enactment or that subordinate legislation (as may be relevant) as amended, updated, extended or applied by or under any other enactment (before, on or after the Effective Date);

(b) any enactment which that enactment re-enacts (with or without modification) and any subordinate legislation that subordinate legislation re-enacts (with or without modification); and

(c) any subordinate legislation made (before, on or after the Effective Date) under that enactment or subordinate legislation (as may be relevant), including (where applicable) that enactment or subordinate legislation as amended, extended or applied as described in subparagraph (a), or under any enactment or subordinate legislation which it re-enacts as described in subparagraph (b).

TERM

This Agreement shall become effective on the Effective Date and shall remain in full force for an initial term of 3 (three) year. This Agreement shall be renewed automatically (after 3 years) for a period of 1 (one) year every time unless either Party delivers to the other Party a written notice of non-renewal 30 (thirty) days in advance before expiry of the term or successive term, as the case may be.

INTELLECTUAL PROPERTY RIGHTS AND PROTECTION OF THE GVP PAYMENT SYSTEM

4.1 Each Party shall have full right, title and/or interest in its respective brand names, logos, databases, transaction details, customer details, visual representations, trademarks, trade names, word marks, copyrights, patents, designs and all other proprietary rights ("Intellectual Property Rights"), worldwide therein and thereto and shall not acquire any interest in the other Party's Intellectual Property Rights by virtue of this Agreement, activities under it or its affiliation with the other Party.

4.2 The Merchant undertakes to ensure that it shall not infringe the Intellectual Property Rights of GVP or any third party in the GVP Payment System or otherwise. The Merchant warrants that the Merchant and its Points of Sale shall only use the GVP Payment System for the purposes of this Agreement.

4.3 The Merchant, its Points of Sale, its employees, contractors, agents or any other Persons empowered by the Merchant shall not use the GVP Payment System and any software application of GVP or any third party in any manner whatsoever, so as to:

design, realize, distribute or market a similar or equivalent software program or payment system;
adapt, modify, transform or rearrange the software applications or their code for any reason whatsoever, including for the purpose, among other things, of creating a new software program or a derivative software program;
allow unauthorized use of or access to the GVP Payment System;
disassemble, reverse engineer, decompile, decode or attempt to decode the GVP Payment System;
allow the GVP Payment System to be disassembled, reverse engineered, decompiled or decoded; or
in any way override or break down any protection system integrated into the GVP Payment System.

4.4 Any Party aware or having reason to suspect a breach of any Intellectual Property Rights of the other Party, shall forthwith inform such other Party of such a breach or suspected breach as the case maybe.

GENERAL OBLIGATIONS

5.1 GVP shall provide the GVP Payment System to the Merchant in accordance with this Agreement.

5.2 GVP will provide the Merchant with all support regarding use and operation of the GVP Payment System.

5.3 GVP will endeavor to work, update, integrate advanced technologies and add new features to the GVP Payment System on a regular basis.

5.4 The Merchant shall ensure compatibility between its Point of Sale and the GVP Payment System.

5.5 The Merchant agrees to comply with GVP's additional terms and conditions a copy of which is available at https://www.arthpay.com merchant-terms.html GVP shall notify on the website in accordance with Clause 20 below in case of any revision of the additional terms and conditions. The Merchant agrees and acknowledges that GVP may revise and update such additional terms and conditions from time to time and the Merchant agrees to monitor GVP's website periodically to review such revisions and updates.

5.6 The Merchant agrees to be bound by the terms contained in Annexure D in respect of POS Machines.

MERCHANT ONBOARDING AND KYC COMPLIANCE

6.1 KYC Documentation and Compliance: The Merchant agrees to comply with the Reserve Bank of India's (RBI) guidelines on Know Your Customer (KYC) and Anti-Money Laundering (AML) laws, including the Prevention of Money Laundering Act, 2002 (PMLA), and any amendments thereto. As part of the onboarding process, the Merchant shall provide accurate and complete KYC documentation, which includes, but is not limited to, identity proof, address proof, business registration details, tax identification numbers, and beneficial ownership details.

6.2 The Merchant shall conduct full KYC (Know Your Customer) verification of all its users before permitting them to make payments through GVP Payment System. The Merchant shall collect and verify the PAN and Aadhaar of all users and authenticate the same as per regulatory guidelines. The Merchant shall retain all KYC records for at least 5 years from the date of user registration and provide them to GVP upon request. If the Merchant fails to comply with KYC obligations, GVP reserves the right to suspend services and block settlements until compliance is ensured.

6.3 Periodic KYC Revalidation: GVP Infotech shall, at its discretion, periodically request the Merchant to update and revalidate its KYC documents. Merchants categorized as high-risk under applicable regulations may be required to submit updated KYC documentation more frequently, as per regulatory requirements or GVP Infotech’s internal risk management policies. Failure to comply with KYC revalidation requests within the stipulated time may result in suspension of services and withholding of settlement amounts until compliance is achieved.

6.4 High-Risk Merchant Classification: GVP Infotech reserves the right to classify merchants as high-risk based on transactional history, business nature, or as directed by the RBI or other regulatory bodies. High-risk merchants may be subject to enhanced due diligence measures, which may include more frequent KYC reviews, transaction monitoring, and additional reporting requirements.

6.5 Suspension of Services for Non-Compliance: GVP Infotech may suspend or terminate this Agreement immediately if it is discovered that the Merchant has failed to comply with KYC norms, provided false documentation, or is found engaging in activities that violate RBI guidelines, PMLA provisions, or any other applicable law.

6.6 The Merchant represents and warrants that it shall conduct only skill-based gaming activities that comply with Applicable Law. The Merchant shall not use the GVP Payment System for any games of chance, gambling, lottery, betting, or other prohibited activities. If GVP determines or reasonably suspects that the Merchant is conducting or facilitating chance-based gaming activities, GVP reserves the right to suspend or terminate the services immediately and withhold any funds in the Merchant's Settlement Account.

INTEGRATIONAND ON-BOARDING

7.1 GVP and the Merchant shall work together to install and integrate the GVP Payment System to the Merchant's systems for Customers to pay for products and/or services purchased from the Point of Sale.

7.2 The Merchant will provide a list of all Points of Sale for which the Merchant wishes to avail the GVP Payment System. The Merchant will continue to update the Point of Sale list as when and when required. The Merchant agrees to provide all documents and records in respect of any of the Points of Sale, as requested by GVP from time to time.

7.3 GVP reserves the right to reject providing the GVP Payment System to any Point of Sale at any time prior to or after providing approval.

7.4 The Merchant shall only activate the GVP Payment System for Points of Sale approved by GVP. In the event that a particular Point of Sale is using the GVP Payment System at the time of rejection by GVP, the Merchant shall forthwith discontinue the use of GVP Payment System at each such Point of Sale.

AUTHORIZATION AND AUTHENTICATION OF TRANSACTION

The Merchant agrees and understands that:

The Acquiring Bank will authenticate, authorize, and process the payment instructions given by the Customers at the Point of Sale in respect of the Transactions upon fulfilling the criteria as set forth by the Acquiring Banks and the Card Associations from time to time and accordingly transfer such approved Customer Charge to the Escrow Account.
GVP and the Acquiring Bank may reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of banned items as per Annexure D, use of compromised Valid Cards, use of blacklisted/banned cards or in accordance with the Acquiring Banks, and/or Card Association rules, or Applicable Law.
As a risk management tool, GVP and/or the Acquiring Banks reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for any reason including but not limited to limits/restrictions on the number of purchases which may be charged on an individual Valid Card, or net banking account during any time period, rejection Authentication/ Authorisation requests from Customers with a prior history of questionable charges, unusual monetary value of the Transaction, or discovery of similar other facts.
As a security measure, GVP or any Acquiring Bank may at its sole discretion block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted customer cards, accounts, specific group of IP addresses, devices, geographic locations and/ or any such risk mitigation measures it wishes to undertake.

PAYMENTS

9.1 GVP shall transfer the relevant Settlement Amount (Net of TPC) to the Merchant Designated Account within 1 (one) Business Days from receipt of Customer Charge in GVP's Escrow Account.

9.2 GVP shall provide the Merchant with an MIS report containing relevant details of all Transactions settled to the Merchant either through the GVP Payment System or Acquiring Bank’s system, as the case may be.

9.3 GVP shall charge TPC calculated in accordance with Annexure A for every Transaction and POS Fee in accordance with Annexure B. GST and any other taxes or levies by any governmental authority under any Applicable Law shall be charged extra as applicable may called by whatever nomenclature. The TPC may be revised from time to time by mutual written consent of the Parties.

9.4 On the seventh day of each month, GVP shall raise an invoice for the amounts due to GVP from the Merchant for the previous month and the applicable taxes (including GST) thereon.

9.5 A Transaction shall be complete only upon receipt of the Customer Charge in the Escrow Account from the Acquiring Banks and reconciliation of the same by the Acquiring Banks, GVP and the Escrow Bank.

9.6 In case the Customer's Authorization or Authentication fails or in case the payment is not processed by the GVP Payment System for any other reason, the Merchant shall be responsible to collect the Customer Charge, at his own cost, from the Customer directly and in any case neither GVP nor the Acquiring Bank shall have any responsibility or liability in this regard.

9.7 All Settlement Amounts due to the Merchant under this Agreement may be suspended or delayed till such time as GVP and/or the Acquiring Banks deems fit, if:

the Merchant or any Customer commits any fraud or violates any Applicable Law;
GVP and/or the Acquiring Banks have reasons to believe that a fraud has been committed against the Customers, GVP, Acquiring Banks or any third party by the Merchant, its Customers or any other third party; or has reason to believe that the Merchant or the Customer has in connivance with any other Person done any fraud or assisted in the same; or any transaction has been fraudulently initiated.;
the Merchant has pending Chargebacks or poses high Chargeback and/or Refund risk; or
For any other reasonable causes notified to the Merchant from time to time.

9.8 It is hereby agreed and acknowledged by the Parties that the TPC charged by GVP in respect of any Transaction shall not be refunded or repaid by GVP to the Merchant or any other Person under any circumstance whatsoever.

9.9 GVP may withhold, suspend, or freeze any amounts due to the Merchant if:

The Merchant is found or suspected to be involved in any illegal, unlawful, or fraudulent activity, including games of chance.
Any regulatory authority or law enforcement agency initiates an investigation against the Merchant.
There is a significant number of chargebacks, customer disputes, or transaction failures indicating fraudulent or non-compliant activities.
The Merchant breaches any KYC or AML compliance obligations under this Agreement.

9.10 GVP shall have the right to withhold funds for up to 180 days post-termination to cover potential liabilities, penalties, or regulatory fines.

CHARGEBACK AND REFUNDS

10.1 The Merchant hereby agrees that all Refunds and Chargebacks shall be the sole responsibility of the Merchant and GVP shall not be responsible or liable for any claims or disputes which may arise in connection with such Refunds or Chargebacks.

10.2 The Merchant shall execute through the GVP Payment System, all Refunds in respect of which initial Transactions were processed through the GVP Payment System.

10.3 In the event of Chargebacks and Refunds, GVP and/or the Acquiring Bank shall do an automatic reversal of the Chargeback amount or the Refund Amount and any other penalties, fees or charges incurred by GVP or the Acquiring Bank, from the payments credited to the Merchant Designated Account or adjust the same against the Settlement Amount which are due to the Merchant or become due to the Merchant subsequently after the date of the Chargeback or Refund. The Parties agree and acknowledge that any TPC charged by GVP for the Transaction leading to the Chargeback or Refund shall not be refunded to the Merchant.

10.4 Notwithstanding any other Clause of this Agreement, if GVP and/or the Acquiring Banks determine that the Merchant is incurring an excessive amount of Chargebacks, GVP may unilaterally establish and communicate to the Merchant, controls or conditions governing the Transactions contemplated under this Agreement, including without limitation, (i) by establishing new TPC, (ii) by delaying payments, or (iii) by terminating this Agreement forthwith in accordance with Clause 18.5.

10.5 In the event that there are insufficient funds of the Merchant available with GVP to process a Refund or Chargeback, the Merchant undertakes to transfer the requisite funds to GVP within 3 (three) Business Days from notice of insufficient funds being provided by GVP. GVP shall not be responsible for processing any Refunds or Chargeback in the event that insufficient funds of the Merchant are available with GVP and the Merchant does not make additional funds available.

MERCHANT'S WARRANTIES, UNDERTAKINGS AND OBLIGATIONS

11.1 The Merchant represents and warrants to GVP that it has all corporate, statutory and other authorizations, licenses and consents necessary to legally execute and perform its obligations under the Agreement and shall continue to have all such authorizations, licenses and consents at the time it carries out its rights and obligations hereunder or seeks to exercise and/ or enforce any of its rights under the Agreement.

11.2 The Merchant agrees that the Merchant alone shall be liable to fulfil its obligations under this Agreement and its obligations towards the Customer in respect of the Merchant's products and/or services in accordance with:

the terms and conditions agreed between the Customer and the Merchant;
the terms and conditions of the Acquiring Banks;
Card Association Rules;
additional terms and conditions in accordance with Clause 5.5; and
the Applicable Law.

11.3 In the event that any Acquiring Bank issues directions or requires certain specific compliances from GVP or Persons using the GVP Payment System, GVP shall notify the Merchant of the compliance or action necessary and the Merchant agrees and undertakes to comply and or implement the required action.

11.4 The Merchant shall ensure that it provides the products and/or services as stated on the respective Merchant's Point of Sale and as agreed between the Customer and the Merchant. The Merchant shall retain records in respect of all the Customer Transactions and the proof of fulfillment of the Transactions for a period of at least 1 (one) year from the date of such fulfillment. Merchant also agrees to make any records or proof of fulfillment available to GVP upon request, as soon as possible but no later than 5 (five) Business Days from the date of the request by GVP. The Merchant warrants that all records and documents provided by the Merchant whether electronic or otherwise, will be authentic. The Merchant further agrees that GVP may share the same with any Person in furtherance of GVP's obligations under this Agreement, or under other agreements entered into with Acquiring Banks or any other Persons.

11.5 The Merchant shall provide the Customer with an email service/ helpline phone numbers or any other suitable method for interacting with the Merchant in respect of any questions, requests, cancellations, etc. The Merchant shall also ensure that a suitable cancellation policy, return policy, offering refund or replacement of the product and/or service if the Customer is dissatisfied, shall be clearly communicated to the Customer by the Merchant on or at the respective Point of Sale.

11.6 The Merchant shall ensure that it has the full right and authority to offer the products and/or services offered, marketed, sold or distributed through the Merchant's Points of Sale. The Merchant shall ensure that all licenses, registrations and any other permissions required for processing the transactions are in full force to enable Merchant to carry on its business.

11.7 The Merchant shall carry on its business during the term of this Agreement strictly in accordance with the Applicable Law.

11.8 The Merchant shall take all necessary steps and/or precautions to ensure that the products and/or services are not mistaken or misrepresented as being associated with, being sold by, marketed by, endorsed by or being offered by GVP or any third party. The Merchant shall prior to accepting any instructions from the Customer ensure that appropriate agreements have been executed with the Customer in accordance with the requirements of the Applicable Law. The Merchant shall ensure that GVP is not made a party to the agreement(s) between the Customer and the Merchant in any manner whatsoever and that all contracts are directly between the Merchant and the Customers.

11.9 Either Party shall not (whether online or otherwise):

describe itself as agent or representative of other Party; and
make any representations to the Customer or any third party or to give any warranties which may require other Party, to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Customer or any third party.

11.10 Without prejudice to the generality of the aforesaid, the Merchant shall ensure that its Points of Sale have appropriate privacy statement related to their business in compliance with Applicable Law including but not limited to Digital Personal Data Protection Act, 2023 and Information Technology Act, 2000, which statement clearly provides that the Merchant shall ensure that the privacy of the Customer is adequately protected.

11.11 The Merchant shall not offer or permit its Points of Sale to offer any product and/or service, which is illegal, offensive, banned or not in compliance with Applicable Law of all jurisdictions from where the Customers may avail the product and/or the service. The Merchant agrees and understands that GVP reserves the right to suspend payments to the Merchant or to suspend offering its services to the Merchant, until such time that the Merchant does not discontinue selling such products and/or services or uses the funds collected for illegal, unlawful or banned purposes or does not conform with all Applicable Law in force from time to time.

11.12 The Merchant shall bear and be responsible for ensuring payment of all GST, customs duty and/or other relevant taxes (including any applicable withholding taxes) due upon the sale of the products and/or services related to the Customer orders received by the Merchant.

11.13 The Merchant agrees to take the risk associated with the Transaction with respect to any losses incurred due to Customer repudiation, revocation etc. In the event of any Customer complaining of any deficiency in service, Merchant shall take such measures as may be required to rectify the same.

11.14 The Merchant shall take and ensure that its Points of Sale take all precautions as may be feasible to ensure that there is no breach of security and that the integrity of the link between the Merchant's website, GVP website and the GVP Payment System is maintained at all times during the term of this Agreement. The Merchant shall ensure that there are appropriate encryption measures and robust security measures to prevent any hacking into the information of the GVP Payment System. Any loss incurred to Merchant, or GVP as a result of the link being breached due to improper security on the part of Merchant, its Points of Sale, its employees, contractors, agents, etc., shall be borne solely by the Merchant and Merchant agrees to indemnify, defend and hold harmless GVP from any claims, actions, damages or losses arising out of or in relation thereto. Merchant agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard with regards to Merchant's use, access, and storage of certain credit card non-public personal information on behalf of GVP. Additionally, Merchant agrees to comply with its obligations under any Applicable Law as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information.

11.15 The Merchant shall not, and shall ensure that its Points of Sale do not require the Customers to provide any details of their Payment Mechanism, including but not limited to debit card or credit card or net-banking account to the Merchant or its employees. The Merchant or its employees shall not input any data on behalf of the Customers at the Point of Sale, failing which it will be considered as breach of trust of GVP.

11.16 The Merchant hereby agrees to provide equal representation to all payment methods accepted by the Merchant and to have uniform Refund related policies not withstanding the payment method used.

11.17 The Merchant shall not accept payments from users located in states where online gaming (including skill-based gaming) is prohibited or restricted under state-specific laws. The Merchant shall implement geo-blocking measures and transaction filters to prevent users from prohibited states from making deposits or transactions. If GVP detects or is informed of violations, it may suspend transactions, withhold settlements, and terminate services immediately.

11.18 The Merchant agrees to provide complete cooperation in case of any queries or investigations initiated by any regulatory authority, law enforcement agency, or card payment network concerning transactions processed through GVP. The Merchant shall furnish all necessary information, transaction records, KYC documents, and user details to GVP within 48 hours of such a request. In case of failure to comply, GVP shall have the right to terminate the agreement and take necessary legal and regulatory actions.

GVP'S WARRANTIES, DISCLAIMERS AND OBLIGATIONS

12.1 GVP represents and warrants to the Merchant that it has all corporate, statutory and other authorizations, licenses and consents including but not limited to all approvals required to be sought by the Reserve Bank of India necessary to legally execute and perform its obligations under the Agreement and shall continue to have all such authorizations, licenses and consents at the time it carries out its respective rights and obligations hereunder or seeks to exercise and/ or enforce any of its rights under the Agreement.

12.2 The GVP Payment System is being provided on an as is where is basis. GVP, disclaims all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by GVP or its employees, agents or representatives shall create a warranty or in any way increase the scope of GVP's obligations.

12.3 The Parties acknowledge that the GVP Payment System is a computer network based service which may be subject to outages and delay occurrences. As such, GVP does not guarantee continuous or uninterrupted access to the GVP Payment System. The Merchant acknowledges that access to the GVP website or to the GVP Payment System may be restricted for maintenance. GVP will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, the Parties acknowledge that GVP will not be liable for any interruption, outage, or failure to provide the GVP Payment System.

12.4 Notwithstanding anything in this Agreement, GVP shall not be liable and responsible for any disputes, claims, losses, damages arising from, including but not limited to any software, software application, use of services provided by GVP and the GVP Payment System, any interruptions, breach of security, force majeure, loss of data, Chargebacks, Refunds, availability of connectivity of network and delays in execution.

12.5 Sole obligation of GVP and the Merchant's sole and exclusive remedy in the event of interruption to the services or loss of use and/or access to the GVP website, and GVP Payment System, shall be to use all reasonable endeavors to restore the services and/or access to the GVP Payment System as soon as reasonably possible. For the avoidance of doubt, it is clarified that in no event shall GVP be liable to Merchant or any other third party for the above mentioned reasons.

12.6 GVP has implemented and will maintain security systems for the transmission of Merchant's Transactions, consisting of encryption and "firewall" technologies that are understood in the industry to provide adequate security for the transmission of such information over the internet. GVP does not guarantee the security of the services or Transaction data, and will not be responsible in the event of any infiltration of its security systems, provided that GVP has used commercially reasonable efforts to prevent any such infiltration. Merchant further acknowledges and agrees that Merchant, and not GVP, is responsible for the security of Transaction data or information or any other information stored on Merchant's servers, and that GVP is not responsible for any other Person's servers.

12.7 GVP hereby undertakes that GVP will at all times during the term of this contract adopt and maintain a privacy policy. The Merchant acknowledges that GVP may amend its privacy policy from time to time and that such amended privacy policy will apply to the Merchant when GVP gives the Merchant a notice of the amendments to the privacy policy and when it is made available on the GVP website.

CONFIDENTIALITY

13.1 Except as specifically set out in this Agreement, no announcement or communication concerning the terms of this Agreement, shall be made or caused to be made before or after the execution of this Agreement, by any Party without mutual consent. Both Parties agree that, save and except with the prior written consent of the other Party, on and from the Effective Date, the contents of this Agreement and all Confidential Information, which a Party may obtain from the other Party pursuant to this Agreement shall be kept confidential by the Parties and shall not be disclosed by either of them to any third party without the prior written consent of the other party.

13.2 Both Parties undertake (i) not to use the other Party's Confidential Information except solely for the purposes contemplated in this Agreement or is required in the normal course of business to give effect to the transactions contemplated in this Agreement; (ii) to protect such Confidential Information, whether in storage or in use, with the same degree of care as the Party normally uses to protect its own Confidential Information and proprietary information against public disclosure, but in no case with any less than reasonable degree of care; and (iii) not to disclose Confidential Information to any of the Party's personnel other than those for whom such knowledge is essential for the purposes contemplated in this Agreement or for their normal course of business, and such disclosure to them shall be made only on conditions of strict confidentiality.

13.3 Clause 13.1 shall not apply to the disclosure of Confidential Information if and to the extent:

required by any Applicable Law of any country with jurisdiction over the affairs of the relevant Party;
required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body;
that such information is or comes in the public domain other than through breach of this Clause; or
required by Acquiring Banks,

provided that in the case of subclause (a) and (b) the Receiving Party will to the extent reasonably practicable and permitted by Applicable Law promptly notify the Disclosing Party and cooperate with the Disclosing Party regarding the timing and content of such disclosure and any action which the Disclosing Party or the Company may reasonably wish to take to challenge the validity of such requirement.

DATA PROTECTION AND CUSTOMER PRIVACY

14.1 Compliance with Data Protection Regulations: The Merchant and GVP Infotech acknowledge and agree to comply with all applicable data protection regulations, including but not limited to the Digital Personal Data Protection Act, 2023, Information Technology Act, 2000, and any other applicable laws governing the collection, processing, storage, and protection of personal data, including sensitive customer information.

14.2 PCI DSS Compliance: Both Parties acknowledge that the payment data, including but not limited to card details and other sensitive information, must be processed in compliance with the Payment Card Industry Data Security Standards (PCI DSS). The Merchant undertakes to implement and maintain appropriate technical and organizational security measures to safeguard payment card data against unauthorized access, loss, destruction, or alteration.

14.3 Data Collection, Use, and Consent: The Merchant agrees to obtain the necessary consents from Customers as required under the DPDP Act, 2023, for the collection, storage, and processing of their personal data. The Merchant shall ensure that its privacy policies, available to Customers at the Point of Sale, clearly outline the data collection methods, the purpose of data collection, and the rights of Customers under applicable data protection laws.

14.4 Data Security Measures: GVP Infotech and the Merchant agree to implement appropriate encryption measures, firewalls, and other state-of-the-art security protocols to prevent unauthorized access to or misuse of sensitive customer data. This includes ensuring that all systems used to store or process payment information comply with industry security standards, including PCI DSS, and that such data is stored and processed only in accordance with applicable laws.

14.5 Data Breach Notification: In the event of a data breach affecting customer personal data, both Parties agree to notify the relevant authorities as required by the DPDP Act, 2023 and take immediate steps to mitigate the breach. The Merchant shall also notify GVP Infotech within 24 hours of any such breach that impacts the security of transactions or customer data.

14.6 Data Retention and Deletion: The Merchant agrees to retain personal data only for as long as necessary to fulfill the purposes for which it was collected or as required by law. Upon termination of this Agreement, the Merchant shall securely delete or anonymize all personal data relating to GVP Infotech's Customers, unless retention is required under any applicable law.

14.7 Customer Rights and Transparency: The Merchant shall provide Customers with access to their personal data and the ability to correct or delete such data, in compliance with the Digital Personal Data Protection Act, 2023. The Merchant shall also facilitate the exercise of any additional rights granted to Customers under applicable data protection laws.

14.8 In compliance with RBI’s 2018 directive, all Payment Data processed by the Merchant, including transaction details and customer information, shall be stored on servers located within India. Both parties agree to maintain and store transaction data for a minimum period of 5 years, in accordance with applicable laws.

14.9 Indemnity for Data Protection Violations: The Merchant agrees to indemnify and hold harmless GVP Infotech from any claims, penalties, or legal actions arising from the Merchant's failure to comply with data protection laws, including the Digital Personal Data Protection Act, 2023, PCI DSS, and other applicable data security standards.8

LIMITATION OF LIABILITY

15.1 Exclusion of GVP’s Liability To the fullest extent permitted by Applicable Law, GVP shall not be liable to the Merchant or any third party for any penalties, fines, consequential, incidental, special, or punitive losses, including but not limited to loss of profit, revenue, business, opportunity, goodwill, or anticipated savings, whether arising from this Agreement or otherwise.

15.2 Merchant’s Liability: The Merchant shall be solely responsible for any penalties, fines, claims, or liabilities arising from its business operations, transactions, or dealings with Customers. GVP shall not bear any responsibility for any losses, damages, or disputes involving the Merchant and its Customers or any third party. The Merchant expressly agrees to indemnify and hold GVP harmless against any such liabilities.

INDEMNIFICATION

16.1 The Merchant shall indemnify, defend and hold harmless GVP, and/or the Acquiring Banks including their officers, directors and agents from and against all actions, proceedings, 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:

breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations or obligations under this Agreement;
breach of confidentiality and Intellectual Property Rights obligations by the Merchant;
any Refunds or Chargebacks for all Transactions processed through the GVP Payment System;
breach of Applicable Law, Card Association Rules, Acquiring Bank rules in force in India and/or in any place from where the Customer is making the Transaction and/or where the product and/or service is or to be delivered or supplied and/or where the respective Valid Card issuing institution is incorporated/ registered/ established;
Any claim or proceeding brought by the Customer or any other Person against GVP or the Acquiring Banks in respect of any products or services offered by the Merchant;
Any negligent act or omission or default or misconduct or fraud of the Merchant or its employees, agents, licensees, Affiliates or the Customers;
Any hacking or lapse in security of the Merchant Point of Sale or the Customer data;
Any act, deed, omission or non-performance on the part of the Merchant or the Customers;
Any fines, penalties or interest imposed directly or indirectly on GVP on account of Merchant or Transactions conducted through Merchant under this Agreement; or
A claim by a third party that Merchant or its Point of Sale infringes any Intellectual Property Rights of that third party.

16.2 The Merchant shall indemnify and hold harmless GVP, its affiliates, and its banking partners from any losses, damages, penalties, or liabilities arising from:

Any regulatory or legal action against the Merchant.
The Merchant's non-compliance with applicable gaming, KYC, or AML laws.
The Merchant's misrepresentation or non-disclosure of activities that violate this Agreement.
Any chargebacks, fraud, or customer disputes relating to the Merchant's gaming platform.

16.3 The indemnities under this Clause are in addition to and without prejudice to the indemnities given elsewhere in this Agreement.

ASSIGNMENT

17.1 GVP may assign, in whole or in part, the benefits and/or its obligations under this Agreement to its associates or its Affiliates, by way of an assignment agreement or pursuant to a restructuring or re-organization or demerger of its organization or operations. GVP shall intimate the Merchant of such assignment, which shall be binding on the Parties to this Agreement.

17.2 The Merchant shall not be entitled to assign this Agreement to any Person without the prior written consent of GVP.

TERMINATION

18.1 Each Party shall have the option to terminate this Agreement at any time by giving 60 (sixty) days advance notice in writing to that effect to the other Party.

18.2 The Merchant agrees that if the Merchant does not agree to the updated terms and conditions as notified to the Merchant in accordance with Clause 5.5, the Merchant may terminate this Agreement by providing GVP with notice in the manner indicated below in Clause 18.1. If the Merchant provides a termination notice within 60 (sixty) days of the date of revision or update, then the current terms and conditions shall apply during this notice period.

18.3 Each Party shall have the option to terminate this Agreement forthwith by providing notice in writing to the other Party, in the event that any other Party becomes insolvent, goes into liquidation or a liquidator is appointed in respect of the assets of such Party.

18.4 If after investigation/ enquiry, GVP is satisfied that the Merchant has been involved in fraudulent, misleading, illegal, unlawful, unfair, unwarranted activities and/or business practices, GVP shall have the right to forthwith terminate this Agreement.

18.5 If GVP and/or the Acquiring Banks determine that the Merchant is incurring an excessive amount of Chargebacks or Acquiring Banks terminates or suspends the services to GVP, GVP may unilaterally terminate or suspend this Agreement forthwith..

18.6 GVP has the right to terminate this Agreement forthwith by a notice in writing to the Merchant if the Merchant has committed any material breach of its obligations specified under this Agreement or has violated Applicable Law due to which its right to carry on business may cease and has failed to remedy the breach within 1 (one) week of being informed of such a breach by GVP.

EFFECT OF TERMINATION

19.1 The termination shall not affect any liabilities incurred by the Parties prior to the termination of the Agreement or for acts performed during the term of the Agreement which may result in a dispute post termination of the Agreement. Any provision expressed to survive or to be effective on termination and the obligations set out in this Clause shall remain in full force and effect notwithstanding termination. Subject to other Clauses of this Agreement, Parties shall undertake to settle all outstanding charges within 30 (thirty) days of the termination taking effect. The Parties shall have no claim against each other for compensation for loss of profits, loss of opportunity, loss of goodwill or any other similar loss.

19.2 Where any amount claimed by GVP exceeds the amount due to the Merchant at the time of termination, the difference thereof shall be a debt due from the Merchant to GVP and be forthwith recoverable by appropriate legal action, as deemed fit by GVP. Without prejudice to GVP's rights and remedies, in the event that the Merchant does not make any payment to GVP by its due date or on demand as required under this Agreement, GVP shall be entitled to charge daily compounded interest on such overdue amount from the due date until the date of payment in full, at the rate of 1.5% per month. This section shall not preclude GVP from recourse to any other remedies available to it under any statute or otherwise, at law or in equity.

19.3 All objects, materials, documentation, instruction manuals, guidelines, letters, writings, electronic records, codes and other materials issued by GVP from time to time in respect of this Agreement (including but not limited to POS Machine), whether in respect of the utilization of the GVP Payment System or otherwise shall be returned by the Merchant to GVP immediately upon the termination of this Agreement.

19.4 The Merchant acknowledges and agrees that, notwithstanding the termination of this Agreement, the Merchant shall remain solely liable for any Chargebacks, refunds, penalties, losses, damages, or costs incurred by GVP, the Acquiring Banks, and/or Customers. The Merchant shall also be responsible for any claims, disputes, or legal proceedings arising against GVP and/or the Acquiring Banks in connection with this Agreement.

Upon termination, GVP reserves the right to withhold or retain any Settlement Amount payable to the Merchant, as determined by GVP, to mitigate potential risks associated with Chargebacks, refunds, penalties, or any other financial liabilities. The disbursement of any outstanding Settlement Amounts post-termination shall be subject to the full and final settlement of all present and future liabilities of the Merchant. GVP may, at its sole discretion, defer such payments until all outstanding claims and obligations are duly resolved.

19.5 Clauses 1, 2, 3, 11, 13, 14, 15, 16, 17, and 18 shall survive the termination of this Agreement.

NOTICES

20.1 Any notice or other communication to be given under this Agreement must be in writing (which includes email but no other form of electronic communication) and must be delivered or sent by courier, prepaid registered post or speed post with acknowledgment due or by email to the Party to whom it is to be given at its address appearing in this Agreement as follows:

GVP at:

Address: Office No. 710, Naurang House, KG Road, Connaught Place, New-Delhi-110001

Email: legal@gvpinfotech.com and secretarial@gvpinfotech.com

Attention: Legal Team

to Merchant at:

Address:

Telephone:

Email:

Attention:

or at any other address of which such Party shall have given notice for this purpose to the other Parties (as may be relevant) under this Clause.

20.2 Any notice or other communication shall be deemed to have been given:

(a) if delivered by courier, prepaid registered post or speed post, on the date of such delivery; or

(b) if sent by email transmission, on the same Business Day if transmitted before 5.00 p.m. on a Business Day, or the next Business Day if transmitted after 5:00 p.m. on any day.

Notwithstanding the foregoing, a notice received on a day other than a Business Day, or after business hours in the place of receipt, shall be deemed to be given on the next following Business Day in such place.

20.3 In proving the giving of a notice or other communication, it shall be sufficient to prove that the envelope containing the communication was properly addressed and posted by prepaid recorded delivery post or by prepaid air mail was properly addressed or properly transmitted, as the case may be.

GENERAL PROVISIONS

21.1 Force Majeure: Neither Parties shall be liable for any inability to fulfill its commitments hereunder occasioned in the whole of, or in part, by force majeure, including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, defacement, stoppage of display or transmission of their website, act, or regulation, or restriction of Government, inability to secure Government authorization, or approval, or any other cause beyond their reasonable control, including the breakdown of systems.

21.2 Lien: The Merchant agrees that GVP shall have a lien over all the Settlement Amounts due to the Merchant to secure all payment obligations of the Merchant under this Agreement.

21.3 Choice of law: This Agreement shall be governed by, construed and enforced in accordance with laws of India. Subject to Clause 18.3 below, civil courts of competent jurisdiction shall have jurisdiction over any disputes relating to the subject matter of this Agreement.

21.4 Arbitration: In the case of any dispute, controversy, disagreement or claim ("Dispute") of any kind whatsoever between or among the Parties arising at any time, out of or in connection with or relating to the construction, meaning or effect of, or, as to any section, clause, matter or things contained herein, or as to the rights or liabilities of the Parties under this Agreement, shall be referred to binding arbitration by a sole arbitrator jointly appointed by the Parties. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactments thereof. The costs of the arbitration shall be borne by equally by both parties. The decision of the sole arbitrator shall be final and binding. The venue of such Arbitration shall be in New Delhi and the language shall be English.

21.5 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes all other prior and contemporary Agreement's, understandings, and commitments between the Parties regarding the subject matter of this Agreement. Save as otherwise provided in this Agreement, this Agreement may not be modified or amended except by an instrument mutually executed in writing by the Parties.

21.6 Severability: If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.

21.7 Waiver: No waiver by either Party of any of their terms hereof or of any breach thereof shall constitute or be deemed to be a waiver of any such terms or of any breach in any other case whether prior or subsequent thereto.

21.8 Counterparts: This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument, and any Party (including any duly authorised representative of a Party) may enter into this Agreement by executing a counterpart. The delivery of signed counterparts by electronic mail in "portable document format" (".pdf") shall be as effective as signing and delivering the document in person.

21.9 Publicity:

The Merchant may not, whether in its own capacity or in conjunction with, or on behalf of any other person, directly or indirectly, use GVP logo or name in any publicity material, promotion material, business documentation or correspondence, without express prior consent of GVP in writing.
The Merchant may use any publicity material i.e. materials supplied to the Merchant by GVP or by any person at GVP's request (including but not limited to stickers, flags, posters, banners or packaging material) for the purpose of general display and publicity, in accordance with the guidelines for such usage set out by GVP at its website https://www.arthpay.co.in/merchant-terms.html from time to time, provided that the Merchant shall cease all such use of publicity materials and return the same to GVP as soon as practicable but in any event no later than 15 (fifteen) days from the date of (i) any notice from GVP directing so; or (ii) termination of this Agreement.
GVP may use the Merchant's name or logo in its client directory as well as any promotional or publicity material of GVP.

21.10 Relationship between Parties: The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto.

21.11 The individuals named below represent and warrant that they have been properly authorized to enter into and perform this Agreement on behalf of the respective Parties they represent.

IN WITNESS WHERE OF, the Parties hereto have hereunto set their hands on the dates set out above.

For and on behalf of

GVP Infotech Limited

____________________________________

Authorised Signatory

Name:

Designation:

For and on behalf of

_________________________________

Authorised Signatory

Name:

Designation:

ANNEXURE A

POS TERMS

The terms in this Annexure C shall apply if the Merchant avails POS Machines on rent from GVP.
The Merchant hereby acknowledges that the GVP retains ownership of the POS Machine at all times and the Merchant is granted a limited license to use the POS Machine strictly and exclusively in accordance with this Agreement and in the ordinary course of business.
The Merchant shall not (i) sell, assign, transfer, lease or otherwise cause or allow or attempt to cause or allow, any dealings with the POS Machine or allow any encumbrance on the POS Machine to be created; (ii) remove, conceal or alter any markings, tags or plates attached to the POS Machine or part of it; (iii) disallow GVP's right to access, repossess or dispose of the POS Machine; or (iv) otherwise allow the POS Machine to be encumbered in any way whatsoever.
The Merchant shall take due care to prevent any damage or diminution of value of the POS Machine other than as a result of ordinary wear and tear. The Merchant shall be liable to GVP for any damage or diminution of value of the POS Machine arising out of Merchant's negligence, misuse of the POS Machine, or failure to take due care.
The Merchant shall not permit any third party to perform any maintenance services on the POS Machines or effect any modification, enhancement or software/engineering changes to the POS Machines without the prior written consent of GVP.
The Merchant shall take due care to ensure that its usage of the POS Machine does not void any insurance policy covering the POS Machine. Incase of damage, destruction or loss of the POS Machine, the Merchant shall assist GVP by undertaking all actions which GVP may request (including but not limited to preparing and filing of relevant documentation with law enforcement authorities, other government authorities and insurance companies) to aid GVP in its insurance claim or any legal proceedings.
The Merchant shall permit the authorized representatives of GVP or GVP's authorized agents to carry out physical inspections of the POS Machines and to take possession of the POS Machines in case of termination of the arrangement between GVP and the Merchant during business hours without prior notice.

ANNEXURE B

BANNED MERCHANT CATEGORIES

Following is a non-exhaustive list of categories which are banned for accepting payments. If any of the merchants is found accepting payments on the following categories or for any illegal transactions / activities including sale or purchase of any banned products, Payment Aggregator reserves the right to suspend or terminate the services under the agreement immediately at its sole discretion if it is found / suspected that Payment Aggregator / Merchants are using the services for any illegitimate or fraudulent purposes. The Payment Aggregator agrees and confirms irrevocable that Payment Aggregator reserves its right to impose penalties or fines etc for violation of applicable rules and regulations as framed by Regulatory Authorities. Payment Aggregator shall ensure to update and adhere to NPCI guidelines /circulars on list of banned categories from time to time.

Copyright unlocking devices which include mod chips or other devices designed to circumvent copyright protection,
Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials; Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software,
Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods,
Gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content.
Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles,
Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property,
Offensive goods which include literature, products or other materials that:

Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;
Encourage or incite violent acts; or
Promote intolerance or hatred.

Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam),
Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free,
Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction,
Illegal goods which include materials, products, or information promoting illegal goods or enabling illegal acts,
Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals,
Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances,
Regulated goods which include air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications,
Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or website memberships of pornography or illegal sites;
Body parts which include organs or other body parts;
Child pornography which includes pornographic materials involving minors
Drugs and drug paraphernalia which is restricted or prohibited under the law which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items;
Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;
Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
Traffic devices which include radar detectors/jammers, license plate covers, traffic signal changers, and related products;
Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
Wholesale currency which includes discounted currencies or currency exchanges;
Live animals or hides/skins/teeth, nails and other parts etc. of animals;
Multi-level marketing collection fees;
Matrix sites or sites using a matrix scheme approach;
Work-at-home approach and/or work-at-home information;
Drop-shipped merchandise;
Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;
Businesses out rightly banned by law (e.g. betting & gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
The User who deals in intangible goods/ services (eg. software download/ health/ beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes;
Mailing lists;
Money laundering services;
Database providers (for tele-callers);
Bidding/auction houses;
Activities prohibited by the Telecom Regulatory Authority of India; and
Any other activities prohibited by applicable law.
Provision of any financial products or services that are not regulated.

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