ANIKET

Today Date: 10 Aug 2020 10:38:45 AM
1TERMS AND CONDITIONS FOR APPOINTMENT AS RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS     These terms and conditions (Terms and Conditions) shall apply to and govern the commercial arrangement between Aniket Mobi Marketing ( OPC ) Pvt Ltd. (herein after referred as 'Aniket Mobi Marketing ( OPC ) Pvt Ltd') and the    RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS. These Terms and Conditions and any attachments hereto represent the entire agreement between Aniket Mobi Marketing ( OPC ) Pvt Ltd and the    RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and no changes to the same are binding unless they are in writing and intimated by the authorized representative of    Aniket Mobi Marketing ( OPC ) Pvt Ltd   Aniket Mobi Marketing ( OPC ) Pvt Ltd is a digital financial facilitation service provider, a company incorporated under the Companies Act, 2013 and having its registered office at No-7, GT Road,    Chheharta, Amritsar, Punjab - 143105 (hereinafter referred to as the Company/Aniket Mobi Marketing ( OPC ) Pvt Ltd which expression shall unless repugnant to the context or meaning thereof mean and    include its successors and permitted assigns)                                                     OPERATION OF THE RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS     During the Term, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall render the services of Aniket Mobi Marketing ( OPC ) Pvt Ltd, by and through such of its officers, employees, agents,    representatives and affiliates as it shall designate, from time to time. Notwithstanding anything contrary contained in these Terms and Conditions, Aniket Mobi Marketing ( OPC ) Pvt Ltd shall have    the right at any time, to modify, alter and amend the lists of Services, including the manner, procedure, process in which the Retailer/Distributor/Star Distributor    will be required to perform the Services and the Retailer/Distributor/Star Distributor shall be bound by all such modifications, alterations and amendments made by    Aniket Mobi Marketing ( OPC ) Pvt Ltd   RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall only market, distribute sell or promote such Aniket Mobi Marketing ( OPC ) Pvt Ltd Services as are permitted expressly by Aniket Mobi Marketing ( OPC ) Pvt Ltd. The
2RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not automatically have the right to market, sell, distribute, or promote any product or service that may be    provided by other retail outlets, whether in the present or in the future. In the event of any addition to the Services, Aniket Mobi Marketing ( OPC ) Pvt Ltd may, at its sole discretion, intimate    the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS that the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is entitled to sell, market, distribute and promote    such product or service. Aniket Mobi Marketing ( OPC ) Pvt Ltd shall also have the right to direct the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS to discontinue providing any of the Aniket Mobi Marketing ( OPC ) Pvt Ltd   Services at the Retail Outlet without assigning any reason whatsoever     1.3 Aniket Mobi Marketing ( OPC ) Pvt Ltd shall specify to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS, the necessary infrastructure and equipment including but not limited to computer    terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, HTML enabled, which is compatible    enough to run Aniket Mobi Marketing ( OPC ) Pvt Ltd Software/Services etc, for effectively providing the Aniket Mobi Marketing ( OPC ) Pvt Ltd Services, which the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall acquire at    its sole expense. In case of the MPOS Application, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be entitled to install the Aniket Mobi Marketing ( OPC ) Pvt Ltd Software on that    particular mobile device and/or any such other device, which is proposed to be registered with Aniket Mobi Marketing ( OPC ) Pvt Ltd for availing Aniket Mobi Marketing ( OPC ) Pvt Ltd Services, and no other mobile/device of the    RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall have such Software installed unless registered under the terms and conditions of this Agreement. Further, the    RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall prominently display the Aniket Mobi Marketing ( OPC ) Pvt Ltd signage, signboards, logos, etc at a prominent place in the Retail Outlet,    strictly in accordance with the directions issued by Aniket Mobi Marketing ( OPC ) Pvt Ltd in this regard.   1.4 Upon satisfactory installation and operation of the necessary equipment and peripherals, Aniket Mobi Marketing ( OPC ) Pvt Ltd shall, subject to these Terms and Conditions, install the necessary    software and other Aniket Mobi Marketing ( OPC ) Pvt Ltd Intellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of Aniket Mobi Marketing ( OPC ) Pvt Ltd or are
3recorded therein and no offline transactions are permitted and/or no such fake/false receipts should be issued by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS    for the willful fraud transaction done by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS which are not transacted through Aniket Mobi Marketing ( OPC ) Pvt Ltd Software/portal. However, if    any RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is found and/or discovered doing any such malicious/wrong/willful/fraudulent acts and/or offline transactions, it    shall be liable and charged for such civil/penal and criminal acts by and under but not limited to the Indian Penal Code 1860 and Criminal Procedure Code 1973.   1.5 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall obtain all necessary license(s), permits and approvals for selling, distributing, marketing and    promoting the Services from the Retail Outlet and shall bear all costs and incidental expenses incurred in this regard, including without limitation all fees for    application, license fees, charges and taxes.   1.6 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall keep the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS Outlet open for business during normal    business hours, or as permitted by law or such other time period as Aniket Mobi Marketing ( OPC ) Pvt Ltd may specify from time to time.   1.7 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall ensure that the Retail Outlet is utilized for the purpose of rendering the Services in accordance with    these Terms and Conditions. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall further ensure that and shall not cause or permit (a) any material that may not    be made available to the public under applicable law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libellous, offensive,    derogatory, threatening, harassing, abusive or violent content, to be made available in the Retail Outlet or (b) any activities that are proscribed under law or    reasonably considered to be immoral or against public interest.   1.8 Aniket Mobi Marketing ( OPC ) Pvt Ltd may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the    RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and designated employees of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS, including, provision of brochures,    pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing the Services. Any materials supplied by Aniket Mobi Marketing ( OPC ) Pvt Ltd
4shall be utilized solely in relation to the provision of Services and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall ensure that such materials are not    utilized for any other purpose.   1.9 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not encroach/poach upon the areas of operation of other neighbouring RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS appointed by Aniket Mobi Marketing ( OPC ) Pvt Ltd or act in any manner which will prejudice the business prospects of neighbouring RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS appointed by Aniket Mobi Marketing ( OPC ) Pvt Ltd.
5DEFINITIONS AND INTERPRETATION     2.1. In this Terms of Use, unless the contrary intention appears and/or the context otherwise requires, capitalised terms defined by: (i) inclusion in quotations and/    or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:                   Applicable Law includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws,    regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, recognized stock exchange, as may    be applicable including but not limited to Guidelines on Managing Risks and Code of Conduct in Outsourcing of Financial Services by Banks, Business Correspondent    Guidelines issued by RBI from time to time, Payment & Settlement Systems Act, 2007, Payment & Settlement Systems Regulations, 2008, Policy Guidelines on Issuance    and operation of Pre-paid Payment Instruments in India, and any other guideline in relation to pre- paid cards issued from time to time by Reserve Bank of India and in    each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law                   Applicant shall mean You or any individual person above the age of [18 (eighteen)] years, using an operational mobile phone connection, who applies    either on his owner approaches Retail Partner at the Retail Outlet locations and/or such other locations, for availing the Company Services                   Company Rules shall mean policies issued by the Company with respect to its strategic business partners, retail partners, distributors, Consumers    including but not limited to the policy on the code of conduct and other sales and management policies as issued on the Website, Platform and/ or otherwise and amended
6from time to time                                 Consumer shall mean an Applicant who upon submission of the CAF and upon completion of necessary formalities, is found to be eligible by Company as per    guidelines issued by RBI (if any), to avail the Company Services and has opened a Membership Account                   Governmental Authority means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity    exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having    jurisdiction over any of the parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the    transactions contemplated hereby                   INR or RS means Indian Rupees, the lawful currency of the Republic of India                   Intellectual Property shall mean all intellectual property used for the purpose of or in association with or in relation to providing the Company    Services utilising the Platform and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes,    input methods, data or information used in relation to, in association with or for the operation of the software installed by Company ; (b) the trademarks, service    marks, trade names, business names, logos, symbols, styles, colour combinations used by Company during the course of its business and all depictions, derivations and    representations thereof; (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the look and feel of all    of the above; and (d) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques,                   Tax or Taxes shall mean any and all taxes, GST, cess, levies, imposts, duties, charges, deposits, fees, deductions or withholdings that are, or that    are to be, imposed, levied, collected, withheld or assessed, together with any and all interest, penalties, claims or other liabilities arising under or relating    thereto
7ACCEPTANCE AND APPOINTMENT AS RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS       3.1 These Terms and Conditions shall come into force from the date (Effective Date) of RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS Application Form attached    herewith. Within 30 (thirty) days from the date of acceptance by RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API    USERS shall commence business in accordance with these Terms and Conditions.   3.2 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS acknowledges that it has read and understood these Terms and Conditions at the time of making an application    to Aniket Mobi Marketing ( OPC ) Pvt Ltd for operation of a retail outlet to provide the Services (as defined herein) under the name and style of Aniket Mobi Marketing ( OPC ) Pvt Ltd and that it has had sufficient time to    evaluate the financial requirements, equipment required to conduct the business, services applicable/ enable in his area of operation and risks associated with the    establishment and operation of the retail outlet.   3.3 : During the Term and subject to these Terms and Conditions, Aniket Mobi Marketing ( OPC ) Pvt Ltd hereby appoints the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS hereby accepts the appointment as a Aniket Mobi Marketing ( OPC ) Pvt Ltd RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS, to establish and operate a retail    outlet at such address as specified in the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS application form attached herewith for the purpose of marketing, selling    and providing the Services (Retail Outlet). No changes to the address as mentioned in the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS Application form shall be    permitted, except with the prior written consent from Aniket Mobi Marketing ( OPC ) Pvt Ltd whereas such consent shall be signed by the Authorized Representative of the level of Vice President or    above.   3.4 The appointment of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS under these Terms and Conditions shall remain valid up to the termination (Term). Aniket Mobi Marketing ( OPC ) Pvt Ltd    may exercise its right of withdrawal by giving a notice in writing to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS 1 (one) month prior to withdrawal unless    any breach of this agreement by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.
83.5 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS may describe himself as an 'authorized RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS' of Aniket Mobi Marketing ( OPC ) Pvt Ltd, but must    not hold [itself/himself] out as being entitled to bind Aniket Mobi Marketing ( OPC ) Pvt Ltd in any way. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not make, cause or permit,    directly or indirectly, any description or projection of itself as a partner or employee or officer or representative of Aniket Mobi Marketing ( OPC ) Pvt Ltd.   3.6 Aniket Mobi Marketing ( OPC ) Pvt Ltd is in the business of facilitating/distributing/marketing/providing of product(s)/service(s) of various service providers to enable them to expand the    distribution networks for the services provided by them.   3.7 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS has understood the business model and aware that Aniket Mobi Marketing ( OPC ) Pvt Ltd is just a facilitator and distributor of products and    services and does not own such services or products by itself. Aniket Mobi Marketing ( OPC ) Pvt Ltd takes reasonable efforts to make available the services and products, however, shall not be    liable and responsible for any deficiency of such services and products. Aniket Mobi Marketing ( OPC ) Pvt Ltd further also takes reasonable efforts to provide its best uninterrupted services at    best quality, however, technological systems are prone to interruption for upgradation, maintenance, break down of either the systems of Aniket Mobi Marketing ( OPC ) Pvt Ltd or that of the Service    Providers. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be managing his business considering such interruptions.
9PAYMENTS AND COMMISSIONS     4.1 Non Refundable Registration Fee: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall deposit such an amount (Registration Fees) by way of a non-refundable    registration fee as per commercial terms defined by Aniket Mobi Marketing ( OPC ) Pvt Ltd on or before the Effective Date.   4.2 Working Capital: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall maintain and deposit with Aniket Mobi Marketing ( OPC ) Pvt Ltd working capital (Working Capital) in a bank    designated and intimated to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS for this purpose (Designated Bank) which will be an interest free deposit. The    Working Capital limit may be increased from time to time by way of written intimation to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS. The RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all    times.   4.3 Working Capital Limit: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be entitled to a credit limit equivalent to the Working Capital balance in the    books of Aniket Mobi Marketing ( OPC ) Pvt Ltd (Credit Limit). The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS may enter into transactions up to the value of the existing Credit Limit. In the    event the value of the transactions exceed the Credit Limit, all further transactions exceeding the Credit Limit shall automatically be blocked until the Credit Limit    is sufficient to permit further transactions. In the event the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS desires to enter into transactions in excess of the    Credit Limit, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall deposit the amount either with the Distributor or Aniket Mobi Marketing ( OPC ) Pvt Ltd as the case may be to increase its    Credit Limit accordingly. The Distributor/ Aniket Mobi Marketing ( OPC ) Pvt Ltd shall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the    Distributor, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS need to obtain proper receipt and the limit gets enhanced from the Distributor. Aniket Mobi Marketing ( OPC ) Pvt Ltd shall not be    responsible for any liabilities in such an event.   4.4 Commission: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be entitled to commission, which shall be adjusted on a daily basis/monthly    basis/transaction basis, for the provision of the Services at a rate to be intimated by Aniket Mobi Marketing ( OPC ) Pvt Ltd to the Retailer/Distributor/Star Distributor from time to time through    its portal, either by way of credit to the Working Capital or the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS may deduct the commission due to it, prior to    depositing the proceeds of a transaction in the Current Account. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be regularly updated on the Rates of    Commission through the Portal. Aniket Mobi Marketing ( OPC ) Pvt Ltd, at its sole discretion shall decide the sharing of Gross Margin with the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and    its decision will be final. It is presumed that the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS has agreed to such commission / margin before the transaction.    Any dispute in this regards will not be admissible by Aniket Mobi Marketing ( OPC ) Pvt Ltd.
104.5 Prices and discounts: All prices, charges, fees and discounts for all Aniket Mobi Marketing ( OPC ) Pvt Ltd Services shall be determined, and may from time to time be revised, by Aniket Mobi Marketing ( OPC ) Pvt Ltd at its    sole discretion. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not collect cash from the customers by offering discounts on the Services which do not    have Aniket Mobi Marketing ( OPC ) Pvt Ltd sanction. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall also not provide any incentives, subsidies or do any act/ omission or thing, which    shall have the effect of providing incentives or subsidies on the Services. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS acknowledges that Aniket Mobi Marketing ( OPC ) Pvt Ltd has the    right to alter the prices or nullify any sales that have been entered in the portal.   4.6 Taxes: All current and/or future taxes or similar fees including without limitation GST, value added tax, service tax and other local or municipal taxes shall be    payable by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS. Such amounts shall not be retained by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS while    retaining its commission. Payments made to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be subject to such withholdings as prescribed under applicable    law. Subject to the aforesaid, Aniket Mobi Marketing ( OPC ) Pvt Ltd assumes no responsibility for the tax compliance of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.   4.7 Costs: All costs and expenses for operation of Aniket Mobi Marketing ( OPC ) Pvt Ltd Kiosk including but not limiting to electricity, telephone, staff salary, traveling, promotional activities    and other similar out-of-pocket expenses incurred in the performance of the Services shall be borne by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.   4.8 Activity/Inactivity charges: A minimum monthly charges plus Taxes may be levied by Aniket Mobi Marketing ( OPC ) Pvt Ltd and the same shall be deducted from the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS Working Capital balance. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby agrees and acknowledges to pay such charges as    intimated to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS from to time.   4.9 Set off: Aniket Mobi Marketing ( OPC ) Pvt Ltd may, deduct sums due from the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS under these Terms and Conditions from any sums due to the    RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS under the same and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby consents to such set off being made
11by Aniket Mobi Marketing ( OPC ) Pvt Ltd.
12EMPLOYEES     5.1 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be solely responsible for all such personnel employed by it, including payment of wages, making of    contributions under various labour laws, such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.   5.2 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS acknowledges that it shall be responsible for all acts and omissions of its employees, subordinates, agents,    aforesaid assignees or other personnel engaged by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.                                                                  EXCLUSIVITY AND NON COMPETE     6.1 During the continuation Term of this agreement, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not, directly or indirectly, through any other person,    firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner    or capacity) (a) market, offer and/or perform services similar to that being developed, offered or sold by Aniket Mobi Marketing ( OPC ) Pvt Ltd.   (b)solicit, induce, encourage or attempt to induce or encourage any employee or consultant of Aniket Mobi Marketing ( OPC ) Pvt Ltd to terminate his or her employment or consulting relationship with    Aniket Mobi Marketing ( OPC ) Pvt Ltd, or to breach any other obligation to Aniket Mobi Marketing ( OPC ) Pvt Ltd (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or    otherwise, between Aniket Mobi Marketing ( OPC ) Pvt Ltd and any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier of Aniket Mobi Marketing ( OPC ) Pvt Ltd or (d)    engage in or participate in any business conducted under any name that shall be the same as or similar to the name of Aniket Mobi Marketing ( OPC ) Pvt Ltd or any trade name used by Aniket Mobi Marketing ( OPC ) Pvt Ltd.
13INTELLECTUAL PROPERTY     7.1 No license under any patents, copyrights, trademarks or any other intellectual property rights of Aniket Mobi Marketing ( OPC ) Pvt Ltd / its affiliates / its Service Provider(s) / third party   (ies) is granted to or conferred upon to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS by virtue of being the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS    of Aniket Mobi Marketing ( OPC ) Pvt Ltd. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not acquire any interest and right on the trademark(s), trade name(s), logo, etc. of other party    including Aniket Mobi Marketing ( OPC ) Pvt Ltd by virtue of this Agreement and shall not use the logos, trademark of Aniket Mobi Marketing ( OPC ) Pvt Ltd/owner of intellectual property on including interalia the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS Rubber stamps, letterheads, Visiting Cards, websites etc. and/or any such material in whatsoever manner.   7.2. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees to protect the logo, trade name and trademark of Aniket Mobi Marketing ( OPC ) Pvt Ltd and not use the same, in any unauthorised    manner, whatsoever, including interalia as a tool for acknowledging payments accepted by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS/his representative,    thereby creating false impression about the authenticity of such acknowledgment / receipt. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby undertakes to    indemnify, defend and hold Aniket Mobi Marketing ( OPC ) Pvt Ltd harmless for all loss(es) / damage(s) arising due to infringement of this clause.   The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is aware of the consequences, if at all, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and/or his    representative are found in unauthorized use of Aniket Mobi Marketing ( OPC ) Pvt Ltd logo/ trade name(s) in any manner, then strict action shall be taken against the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS, including permanent deactivation of his Services, but not limited to any other legal action which Aniket Mobi Marketing ( OPC ) Pvt Ltd may deem fit and proper,    under the provisions of law.
14CONFIDENTIALITY AND SECURITY     8.1 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees that all information disclosed by Aniket Mobi Marketing ( OPC ) Pvt Ltd or which the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API    USERS gets in the course of negotiating this Agreement is confidential in nature and hence cannot be disclosed. Each Party may disclose the existence of this    Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the    terms and conditions of this Agreement: (a) as required by any court or other governmental body   (b) as otherwise required by law; (c) to legal counsel of the Parties; (d) in confidence, to accountants, banks, and financing sources and their advisors; (e) in    connection with the enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with an actual or proposed merger, acquisition or    similar transaction.   8.2 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS also agrees that on and from the date of this Agreement all information, which the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS may obtain from Aniket Mobi Marketing ( OPC ) Pvt Ltd pursuant to this Agreement, shall be kept confidential by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API    USERS and shall not be disclosed to any third party, save and except with the prior written consent of the Aniket Mobi Marketing ( OPC ) Pvt Ltd
15SECURITY OF CONFIDENTIAL USER INFORMATION:-     8.3 Security of POS User ID and Password: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be solely, exclusively and absolutely responsible and liable for    safe-guarding and/or securing the confidentiality of the user id and passwords relating to access of Aniket Mobi Marketing ( OPC ) Pvt Ltd Services and such other relevant information, in whatsoever    name called pertaining to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.   8.4 Unauthorized Access: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall take all necessary precautions to prevent unauthorized and illegal use of Aniket Mobi Marketing ( OPC ) Pvt Ltd    services and unauthorized access to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS Accounts provided by Aniket Mobi Marketing ( OPC ) Pvt Ltd. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API    USERS hereby agrees that Aniket Mobi Marketing ( OPC ) Pvt Ltd shall not be held liable and/or responsible for any wrong doings/ misappropriation/ misrepresentation/any leakage of passwords and for    any liability arising due to insufficient security maintained by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS with respect to the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS account. Aniket Mobi Marketing ( OPC ) Pvt Ltd shall take all commercially viable and/or reasonable care to, ensure the security of and to prevent unauthorized    access, using commercially viable and reasonable technology available to Aniket Mobi Marketing ( OPC ) Pvt Ltd.   8.5 Fraud/fake transactions: Aniket Mobi Marketing ( OPC ) Pvt Ltd shall not be liable and/or responsible for any fraud/fake transactions occurring from the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS id by any third party. Aniket Mobi Marketing ( OPC ) Pvt Ltd takes utmost care for encryption of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS personal    details. However, Aniket Mobi Marketing ( OPC ) Pvt Ltd cannot control the misuse of the sensitive information like password/s once it is handed over to the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS shall be responsible to follow standard guidelines for securing their id/password for the Aniket Mobi Marketing ( OPC ) Pvt Ltd Software.
16WARRANTIES AND CONVENANTS OF THE RETAILER/DISTRIBUTOR/STAR DISTRIBUTOR       9.1 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby warrants, covenants and undertakes that it shall'   (a) Promptly, effectively, efficiently and professionally sell, market, distribute and promote the Services and shall promptly respond to all inquiries by any customer    or potential customer in relation to the Services   (b) at all times co-operate with Aniket Mobi Marketing ( OPC ) Pvt Ltd representative(s) and promptly report to Aniket Mobi Marketing ( OPC ) Pvt Ltd any complaints or customer feedback relating to the Services which may come to    the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS attention   (c) Conduct its operations in compliance with applicable law, these Terms and Conditions and all guidelines and instructions that may be provided by Aniket Mobi Marketing ( OPC ) Pvt Ltd from time    to time                 (d) Promote Aniket Mobi Marketing ( OPC ) Pvt Ltd business interests                 (e) not do or omit, or cause to be done or omitted, any act, deed or thing, directly or indirectly which may potentially result in any damage to, loss    of reputation of or any loss to Aniket Mobi Marketing ( OPC ) Pvt Ltd in any manner whatsoever; (f) employ sufficient number of personnel to provide the Services, who shall be adequately trained to    provide the Services                 (g) Ensure all personnel employed by it comply with these Terms and Conditions and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be    solely responsible for all acts/omissions of such personnel
17(h) Not enter into any agreements with customers or any other third parties which are contrary to law or to these Terms and Conditions                 (i) adhere to and shall cause its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS to provide the Services to adhere to the dress code and professional conduct and etiquette as prescribed by Aniket Mobi Marketing ( OPC ) Pvt Ltd from time to time                 (j) ensure that none of the Services are denied to any person or group of persons or to any customer save and except with the express written consent    and / or instructions of Aniket Mobi Marketing ( OPC ) Pvt Ltd                 (k) not engage in any unfair or unethical trade or practice; (l) not permit unauthorized persons entry into the Retail Outlet and shall, under no    circumstance, permit any unauthorized person to access the computer/server located at the Retail Outlet or access to information, material, accounts and records in    relation to Aniket Mobi Marketing ( OPC ) Pvt Ltd Services                 (m) not permit any other person whosoever, to conduct any business, trade or profession of any nature at the Retail Outlet and                 (n) obtain and maintain all required necessary approvals, permits, waivers, consents, registrations and licenses from the relevant authority to perform    all its obligations under these Terms and Conditions.   9.2 RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees that it shall be solely liable and responsible for any seizure of instruments provided by Aniket Mobi Marketing ( OPC ) Pvt Ltd to it by    any governmental authority for its actual or alleged illegal and unlawful act.   9.3 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees that it shall be solely liable and responsible for taking any type of Insurance including but not    limited to Cash handling/transit Insurance, in accordance to provide protection to Aniket Mobi Marketing ( OPC ) Pvt Ltd business accordingly from time to time.   9.4 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees and undertakes to ensure that the contact details including phone number and/or any other credentials    of the consumer/s which needs to be captured on Aniket Mobi Marketing ( OPC ) Pvt Ltd platform for acknowledging the transaction done at Aniket Mobi Marketing ( OPC ) Pvt Ltd network, should be genuinely of the customer and/or    taken from the customer/s and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not put his own or any fake / wrong credentials on behalf of customer/s, in    any manner whatsoever.   9.5 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS also agrees that it shall during the Term of this Agreement, allow Aniket Mobi Marketing ( OPC ) Pvt Ltd and/or any other statutory
18authority/ person of its management, auditors, regulators and/or agents the opportunity of inspecting, examining, auditing and/or taking copies of any records with the    RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS in relation to the performance of the Services by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.   9.6 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall co-operate with such internal or external auditors and/or as defined above to assure a prompt and    accurate audit of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS records and data and shall also co-operate in good faith and in best efforts basis with Aniket Mobi Marketing ( OPC ) Pvt Ltd    to correct any practices, which are found to be deficient as a result of any such audit within a reasonable time.   9.7 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall perform its responsibilities under these Terms and Conditions diligently and shall strive to increase    the sale of Aniket Mobi Marketing ( OPC ) Pvt Ltd Services to the best of its ability and shall always maintain a good relationship with the specified Distributor and the customers and shall    maintain total transparency in relation to the same.
19REPRESENTATIONS AND WARRANTIES     The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS represents and warrants that: (a) it has had a full and adequate opportunity to read and review this Agreement    and to be thoroughly advised of the terms and conditions of this Agreement by an attorney or other personal representative, and has had sufficient time to evaluate and    investigate the provision of Services under this Agreement and the financial requirements and risks associated with the same; (b) Neither the execution of this    Agreement nor the performance of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS obligations under this Agreement will result in a violation or breach of any    other agreement by which the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is bound; (c) it has and will continue to have the power and authority to be bound by    these Terms and Conditions and to perform and fulfill all activities contemplated herein and that no other person or entity is required to consent or provide    permission to the activities contemplated under these Terms and Conditions and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is not subject to any agreement,    judgment or order inconsistent with these Terms and Conditions; (d) the entry into and performance of these Terms and Conditions in accordance therewith shall not result in a violation of applicable law, its charter documents or any other agreement by which it is bound; and (e) it is adequately insured for all liabilities    specified herein.   10.1 The warranties provided herein by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS are in addition to and do not exclude any of the implied warranties under    the applicable law with respect to the activities contemplated under these Terms and Conditions.
20MISCELLANEOUS     11.1 Governing Law: These Terms and Conditions shall be governed by, and construed in accordance with Indian law as such law shall from time to time be in effect,    subject to Amritsar, Punjab Jurisdiction courts only.   11.2 Dispute Resolution: The Parties shall try and resolve disputes, if any, arising under these Terms and Conditions amicably failing which the same shall be referred    to arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any modifications or re- enactments thereof. The arbitration shall be conducted by a    sole arbitrator agreed between both Parties. The venue of arbitration shall be New Delhi Only. The arbitration proceedings shall be in English. The award shall be    final and binding on the Parties. A RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is a business associate and the relationship is created under this agreement. In    no way the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is a customer of Aniket Mobi Marketing ( OPC ) Pvt Ltd and shall not be entitled to the remedy under consumer dispute Act. In the event    of disputes between the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and any other operator of Aniket Mobi Marketing ( OPC ) Pvt Ltd Retail Outlet, such disputes shall be resolved by an officer    of Aniket Mobi Marketing ( OPC ) Pvt Ltd, whose decision shall be final and binding.   11.3 Non-Exclusive Appointment: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby acknowledges that all of the rights provided under these Terms and    Conditions including area of operation, without limitation, the limited license to use Aniket Mobi Marketing ( OPC ) Pvt Ltd Intellectual Property are non-exclusive in nature and nothing herein    shall be read to prejudice any right that Aniket Mobi Marketing ( OPC ) Pvt Ltd to any other person any other right or permission to perform the activities contemplated under these Terms and    Conditions.
2111.4 Force Majeure: If Aniket Mobi Marketing ( OPC ) Pvt Ltd is prevented from performing any of its obligations under this Agreement due to any cause beyond Aniket Mobi Marketing ( OPC ) Pvt Ltd reasonable control, including,    but without limitation to, any act of God, fire, flood, explosion, war, strike, embargo, government authority / regulation, civil or military authority, acts or    omissions of carriers, transmitters, providers, vandals, or hackers, major system break down and data loss beyond recoverable (Force Majeure Event) the time for Aniket Mobi Marketing ( OPC ) Pvt Ltd   performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however that if Aniket Mobi Marketing ( OPC ) Pvt Ltd is unable to cure that event    within 30 (thirty) days of the Force Majeure Event ceasing, or such further time as may be granted by Aniket Mobi Marketing ( OPC ) Pvt Ltd, Aniket Mobi Marketing ( OPC ) Pvt Ltd may terminate the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS appointment without any compensation or damages.   11.5 Injunctive Relief: Aniket Mobi Marketing ( OPC ) Pvt Ltd shall be entitled to injunctive relief in the event of breach of the terms of these Terms and Conditions by the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS to prevent or curtail any actual or threatened breach by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS of the express    provisions of these Terms and Conditions or purpose fundamental (though not expressed) to signing of these Terms and Conditions.   11.6 Relationship: The Services rendered by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS under this Agreement shall be provided to Aniket Mobi Marketing ( OPC ) Pvt Ltd on Principle to    Principle basis, and nothing in this Agreement creates or shall be deemed to                   create the relationship of partners, a joint venture, employer-employee, or principal-agent between the Parties. The RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS shall not, without Aniket Mobi Marketing ( OPC ) Pvt Ltd prior written approval, either on its invoices, letterheads or any other place or by any other means,    orally or in writing, make any statement or representation, calculated or liable to induce others to believe that the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS    is the agent of Aniket Mobi Marketing ( OPC ) Pvt Ltd or do any act, deed or things to bind Aniket Mobi Marketing ( OPC ) Pvt Ltd in any way in dealing with any third party (ies). The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API    USERS is providing services to the customers and any dispute with the consumer shall be sole responsibility of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.
2211.7 Notice: Any notice required to be provided hereunder by one Party to the other shall be given in writing and shall be delivered by (i) personal messenger, (ii)    proof of delivery requested courier service or (iii) facsimile. All notices shall be delivered to the address of the Parties as provided in the RETAILER/MASTER    DISTRIBUTOR/DISTRIBUTOR/API USERS Application Form.   11.8 Assignment: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS may not assign or delegate any of its rights or obligations hereunder without a prior written    consent from Aniket Mobi Marketing ( OPC ) Pvt Ltd. Subject to the foregoing, the rights and obligations under these Terms and Conditions shall ensure to the benefit of, and shall be binding upon,    the heirs, legatees, successors, representatives, and permitted assigns of the respective Parties.   11.9 For the purpose of this Agreement, the term Software shall include custom built software that is owned by Aniket Mobi Marketing ( OPC ) Pvt Ltd, or software that has been licensed from third    party suppliers by Aniket Mobi Marketing ( OPC ) Pvt Ltd and in relation to which Aniket Mobi Marketing ( OPC ) Pvt Ltd has obtained the right to sub license from such third party suppliers.   11.10 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not sublicense, assign or otherwise transfer the said Software to any person and/or any third party    and is expressly prohibited from distributing, sublicensing, assigning, transferring or otherwise, the Software, or other technical documentation /information    pertaining thereto, or any portions thereof in any form.   11.11 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not make any changes / modifications / alterations in entire / any part of Software / Intellectual    Property of Aniket Mobi Marketing ( OPC ) Pvt Ltd.   11.12 Severability: If for any reason whatsoever any provision of these Terms and Conditions is or becomes, or is declared to be, invalid, illegal or unenforceable    under applicable law, then the Parties will negotiate in good faith to agree on one or more provisions to be substituted therefor, which provisions shall, as nearly as    practicable, leave the Parties in the same or nearly similar position to that which prevailed prior to such invalidity, illegality or unenforceability. Such    invalidity, illegality or unenforceability shall not affect any other provisions of these Terms and Conditions, and these Terms and Conditions shall be construed as if    such invalid, illegal or unenforceable provision had never been contained in these Terms and Conditions, and the remaining provisions of these Terms and Conditions    shall be given full force and effect.
2311.13 Amendment: No change, alteration, modification or addition to these Terms and Conditions shall be valid unless in writing and properly executed by Aniket Mobi Marketing ( OPC ) Pvt Ltd.   11.14 Waiver: A waiver by Aniket Mobi Marketing ( OPC ) Pvt Ltd in respect of a breach of a provision of these Terms and Conditions by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS will not    be deemed to be a waiver in respect of any other breach and the failure of Aniket Mobi Marketing ( OPC ) Pvt Ltd to enforce at any time a provision of these Terms and Conditions will in no way be    interpreted as a waiver of such provision.   11.15 Third Parties: Nothing in these Terms and Conditions, unless expressly provided for herein, is intended to confer upon any person, other than the Parties hereto    and their permitted successors and assigns, any rights or remedies under or by reason of these Terms and Conditions.   11.16 Further Actions: The Parties shall do or cause to be done such further acts, deeds, matters and things and execute such further documents and papers as may be    reasonably required to give effect to the terms of these Terms and Conditions.   11.17 Costs: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall bear all taxes, fees, levies and other expenses in relation to its appointment pursuant to    these Terms and Conditions.   11.18 Rights Cumulative: The rights, powers, privileges and remedies provided in these Terms and Conditions are cumulative and are not exclusive of any rights, powers,    privileges or remedies provided by applicable law or otherwise. No failure to exercise nor any delay in exercising any right, power, privilege or remedy under these    Terms and Conditions shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. Similarly, no single or partial    exercise of any right, power, privilege or remedy under these Terms and Conditions shall prevent any further or other exercise thereof or the exercise of any other    right, power, privilege or remedy.
24Dated: 10 August 2020