Terms and Conditions - GoApptiv

General

1. https://www.goapptiv.com/ ("our", "us", "we", "Website", "GoApptiv", "GoApptiv's mobile

applications") is committed to the protection of Information provided by the users ("you",
"your", "users") to us. You agree that your use of GoApptiv's services or our interface
implies your consent to the collection and use of your Information in accordance with the
terms of this Privacy Policy ("Privacy Policy").
2. We take the privacy of our users seriously. We are committed to safeguarding the privacy
of our users while providing a personalised and valuable service. In addition to this Privacy
Policy, we have taken the following steps to further safeguard your privacy:

1. General
GoApptiv has established a set of "Binding Corporate Rules". These Binding
Corporate Rules are a commitment by GoApptiv to protect your Information
regardless of where the data resides. Depending upon where you live, the Binding
Corporate Rules may provide additional privacy rights through your local privacy
regulator or government. For more information about our Binding Corporate Rules,
including information on how to contact us with any questions, write to us at
info@goapptiv.com.

Information Collected

1. Traffic Data Collected

We automatically track and collect the following categories of information when you visit
our Website:
1. IP addresses;
2. Domain servers;
3. Types of computers accessing the Website;
4. Types of web browsers used to access the Website;
5. Referring source which may have sent you to the Website; and
6. Other information associated with the interaction of your browser and the Website
(collectively "Traffic Data").

2. Information Collected from You

In order for you to access certain areas of the Website, we may require you to provide us
with certain information ("Personal Information"). Personal Information may includes the
following information:
1. Your full name, address, e-mail address, telephone number, date of birth and bank
or payment card details and any proof of your identity and/or address that we may
request;
2. Your establishment name, address, telephone number, email ID and details of
license number, TIN,TAN,GST numbers or any other relevant authentication
details to do transaction in our website/application like payment wallet information;
3. Details of any transactions you carry out through our Website using your GoApptiv
account and of the fulfilment of your requests;
4. Details of any bank account (including but not limited to, account holder, account
name, account number, sort code, online banking PIN, Transaction Authentication
 Number "TAN" and password, available balance and transaction history of your
bank account), ITR, TAX certificates or any other income documents as necessary
by us;
5. Details of any credit, debit or other card used by you for transactions;
6. Your participation in any promotion sponsored by us;
7. Correspondence that you send us;
8. Calls that we make to you or you make to us;
9. Surveys that you complete through the Website or based on our request;
10. Information collected through cookies. Please see Paragraph I (Cookies) of this
Privacy Policy for more details;
11. Your IP address, log-in times, operating system and browser type; and
12. Details of your visits to our Website including, but not limited to, Traffic Data,
location data, weblogs and other communication data, whether this is required for
our own billing purposes or otherwise and the resources that you access whilst
visiting our Website.
3. In order to fulfil our legal obligations to prevent fraud and money laundering, we will obtain
information about you from third party agencies ("Third Party Information"), including your
financial history, court judgements and bankruptcies, from credit reference and fraud
prevention agencies during any time you have a GoApptiv account and at any other time
when we feel it is necessary to prevent fraud and minimise our financial risks. Please refer
to Paragraph 5.2 (Anti-Money Laundering Policy) of this Privacy Policy for further details.
Personal Information and Third Party Information are collectively referred to as
"Information".

Use and Storage of Information

1. We use your Information for the following purposes:

1. To operate and administer your GoApptiv account and to provide services that you
have requested;
2. To carry out your instructions to make and receive payments and undertake
transactions using our services, including verifying that you have sufficient funds
in your related wallet to make such payments;
3. To allow you to participate in interactive features of the Website;
4. To notify you about changes to our service(s);
5. To improve our internal customer training,
6. To comply with financial services regulations including retention of financial
information and transactions;
7. For financial and identity checks, fraud prevention checks, anti-money laundering
and credit checks;
8. For customer service, including answering questions and responding to feedback
and complaints;
9. To enhance the security of our services;
10. To ensure that content on our Website is presented in the most effective manner
for you and for your computer; and
11. To provide you with information, products or services that you request from us or
which we feel may interest you.

2. Retention of Data.
We are required under applicable laws to retain certain records for a period of at least 5
(five) years after closure of your GoApptiv account, which will include your personal data
such as your name, contact details, customer number and transaction history, etc.
("Retained Data"). Other than the Retained Data, we will delete and destroy all Personal
Information that we hold about you when you (or we) terminate your GoApptiv account.
We do not store your online banking login PIN, TAN and/or password.
3. Please note that we will not store your credit card information.
 4. Please note that we will never ask you to disclose your personal or security details by e-
mail. If you receive any e-mail purportedly from GoApptiv requesting your personal or
security details, please do not respond to it ("Such E-mail"). Please forward any Such E-
mail to info@goapptiv.com and thereafter delete the e-mail immediately.

Disclosure of Information

1. We do not disclose your Information to any third parties other than the Website's affiliates
and the following:
1. a prospective buyer of our business or a buyer of a substantial number of the
shares in our business;
2. the police, other lawful enforcement body, regulatory body or court if we are under
a duty or required by law to disclose or share your personal data , or to protect the
rights, property, or safety of ourselves or our group companies, our customers, or
others;
3. third party institutions with whom we partner to jointly provide better services,
facilities or products to you. These institutions may only use your information for
providing to you their services and market related products without requiring your
further consent.
4. third parties where you have expressed an interest in receiving information about
their goods and services
5. third parties who referred you to us initially and to whom we owe or receive a
commission payment as a result of the subscribed program. Where the
commission payment is based on transaction volumes, numbers or types of
transactions, we may share that information with that third party, limited to details
of each of your transactions relevant for completion of the transaction without your
further written consent; and
6. third parties we may occasionally use to provide you with the services that you
have requested. We require these third parties to not use your personal information
for any other purpose other than the intended
2. We also use Information in aggregate form (so that no individual user is identified):
1. To build up marketing profiles;
2. To aid strategic development;
3. To audit usage of the Website
3. We reserve the right to disclose Information if required to do so by law or if we believe that
it is necessary to do so to protect and defend the rights, property or personal safety of the
Website, or its users.

Fraud and Credit Agencies.

1. When you open a GoApptiv account, at intervals of up to every 3 (three) months and at
any other time we feel it is necessary to do so to protect our financial interests and prevent
money-laundering or fraud, we share certain information about you and your GoApptiv
account, financial history and transactions as part of our normal business operations with
banks, payment facilitator partners, credit/debit card processing services, identity
verification service providers and credit reference agencies (including, but not limited to)
to identify and verify users, to limit our exposure to fraud and other criminal activities and
to manage our financial risk. We can provide you with a list of the credit reference agencies
we use upon your written request to GoApptiv Helpdesk. When conducting identification
or fraud prevention checks, the relevant parties may retain a record of our query along with
your information and may share this information with other fraud prevention agencies. If
you want to know what information these companies hold about you, you can write to them
to request access to your information.
 2. Anti-Money Laundering Policy
In order to comply with anti-money laundering laws that exist in various jurisdictions we
reserve the right to report suspicious transactions to federal, state, provincial or local
authorities and law enforcement agencies within those jurisdictions. In exchange for us
permitting you to participate in, use and access our Website and services you hereby grant
us the right to report any transactions which we deem suspicious, as determined solely by
GoApptiv acting in its sole discretion. Examples of a suspicious transaction include but are
not limited to use of funds suspected to be derived from illegal activities, any suspected
intention to conceal or disguise funds derived from illegal activities, or suspicion that the
involvement of our Website and services is in any manner intended to facilitate criminal
activity. If for any reason we are of the belief or become aware of any transaction which
we deem suspicious in nature, we may without prior notice or explanation to you take the
following actions, which are in addition to all other rights and remedies available to us under
this Privacy Policy, at law or in equity:
1. report such transaction to the applicable central, state, provincial or local
authorities and law enforcement agencies;
2. de-activate or terminate your GoApptiv account forthwith;
3. withhold any funds held in your GoApptiv wallet; and/or
4. restrict you from registering a GoApptiv account on or with our Website or any of
our affiliated websites.

Communications

1. We may contact you via the e-mail address and phone number registered with your
GoApptiv account. You may also receive system-generated transactional e-mails such as
confirmations, notification of receipt of payments, notification of password changes etc.
which are necessary for the proper operation and administration of your GoApptiv account.
You expressly consent to receive such communications from us, irrespective of whether
your phone number is registered on the National Do Not Call Registry.
2. As a GoApptiv account holder, you may receive information by e-mail from us about
products, services and special deals which we think will be of interest to you via our
newsletter. You can change whether or not you receive newsletters from us. However
please note that you will still receive communication regarding your GoApptiv account such
as transactional e-mails or other notifications affecting the operation of your GoApptiv
account or our legal relationship.

Phishing

1. Phishing is the name given to attempts to steal personal details and other account details
from a website user. "Phishers" use fake or "spoof" emails to lead users to counterfeit
websites where the user is tricked into entering their personal details, such as credit card
numbers, user names and passwords.
2. If you receive such an e-mail or are asked for your password by anyone claiming to work
for us please forward the e-mail or report the incident by e-mail to our Data Protection
Officer
Links to Our Website and to Other Websites

1. Our Website may, from time to time, contain links to and from the websites of our partner
networks, advertisers and affiliates. If you follow a link to any of these websites, please
note that these websites have their own terms of use and privacy policies and that we do
not accept any responsibility or liability for these policies. Please check these policies
before you submit any personal data to these websites. Please also note that the products
and services offered on these websites may be limited to persons located or residing in
only that particular jurisdiction. In addition, the content on these linked websites may not
be intended for persons located or residing in jurisdictions that restrict the distribution of
such content.
2. Our Website also includes social media features, such as the Facebook Like button and
widgets, such as the "Share this" button or interactive mini-programs that run on our site.
These features may collect your IP address, which page you are visiting on our Website,
and may set a Cookie to enable the feature to function properly. Social media features and
widgets are either hosted by a third party or hosted directly on our Website. Your
interactions with these features are governed by the privacy policy of the company
providing it.
3. You must always obtain the prior written approval of GoApptiv before creating a hyperlink
in any form from a third party website to any webpage on the GoApptiv Website. GoApptiv
may or may not give such approval at its absolute discretion. In normal circumstances, we
may only approve a hyperlink which displays plainly our name or website address. Any use
or display of our logos, trade names and trademarks as a hyperlink will not be approved
unless in very exceptional circumstances and may be subject to a fee as GoApptiv may
determine at its absolute discretion. GoApptiv is not responsible for the setup of any
hyperlink from a third party website to any GoApptiv website. Any links so set up shall not
constitute any form of co-operation with, or endorsement by, GoApptiv of such third party
website. Any link to our website shall always be an active and direct link to our website and
shall be made directly to the home or front page of our website only and no "framing" or
"deep-linking" of any webpage of our Website or content is allowed. Please
contact GoApptiv Helpdesk if you wish to create a hyperlink to any page of our Website on
a third party website.

Cookies

1. "Cookies" are small computer files that are transferred to your computer's hard drive that
contain information such as user ID, user preferences, lists of pages visited and activities
conducted while browsing the Website. At your option, expense and responsibility, you
may block cookies or delete cookies from your hard drive. However, by disabling cookies,
you may not have access to the entire set of features of the Website.
2. Generally, we use Cookies to customize your experience on our Website and to store your
password so you do not have to re-enter it each time you visit the Website.
3. In addition, our business partners may use Cookies to provide us with anonymous data
and information regarding the use of our Website. Specifically, some of our business
partners use Cookies to show the Website's ads on other websites on the internet as a
result of you using the Website. Such Cookies do not contain any Information. You may
opt out of receiving Cookies placed by such third party vendors by visiting the opt-out page.
4. Other Cookies used by our business partners may collect other non-personally identifying
information, such as the computer's IP address, type of operating system, type of internet
browsing software, what web pages were viewed at what time, the geographic location of
your internet service provider and demographic information, such as gender and age
range. This information is used to provide the Website with more information about our
user's demographics and internet behaviours. You may find out more about the information
collected and how to opt-out of receiving these Cookies by visiting our partner's website.
5. We do not link the information stored in these Cookies directly to any of your Information
you submit while on the Website.
6. In order to comply with legislation, we have reviewed the use of Cookies on our Website
and set out the information below. This is to ensure that you are aware of these cookies
and are able to give your consent for the placing of some or all of these cookies on your
device when you use our Website. In summary, we use the following types of cookies:

1. Strictly Necessary Cookies

These are cookies which are essential for our Website to operate such as those
which identify you so you can log into your GoApptiv account. They allow you to
move around our Website and use the services you have requested. These
Cookies will be activated when you enter our Website and as you use our Website.

2. Compliance Cookies
These include Cookies which are necessary to assist in meeting our regulatory
compliance obligations, such as anti-money laundering and anti-fraud obligations,
and prevent your GoApptiv account from being hijacked. These cookies will be
activated when you enter our Website and as you use our Website.

3. Performance Cookies
These are Cookies that help us to improve how our Website works and to deliver
a better service to you. For example, they will assess which pages you visit most
often or if you get an error message. They also allow us to see if you have used
the Website of one of our group or affiliated companies. All information collected
by these Cookies is aggregated and therefore anonymous.

4. Functionality Cookies
These Cookies allow us to deliver a more personalised service to you and allow
our Website to remember choices you have made such as the language you prefer
or the region you are in. They may also be used to provide services you have
requested such as being able to comment on one of our blogs.

5. Third Party Cookies

When you visit a page on our Website with content embedded from third parties,
for example, YouTube or Twitter, Cookies may be downloaded onto your device.
We do not set or control these Cookies. If you are concerned about the types of
Cookies that may be downloaded you check the third party websites for more
information about these Cookies.
We may use other Cookies from time to time in accordance with this Privacy Policy.
By using our Website and other online services, you acknowledge that we may use
some or all of the Cookies set out in this Privacy Policy and you agree that we can
place performance and functionality Cookies on your device when you use our
Website. If you do not agree to this you should cease using our Website and online
services or adjust your browser settings.

7. Blocking Cookies
Should you want to continue using our services but restrict our use of Cookies, you can
block Cookies by activating the setting on your browser which allows you to refuse the
setting of all or some cookies. However, if you use your browser settings to block all
Cookies (including Strictly Necessary and/or Compliance Cookies, as described above)
you may not be able to access all or parts of our Website. Our Website may issue some of
the Cookies described above as soon as you visit our Website unless you have adjusted
your browser setting so that it will refuse Cookies.
Web Beacons

1. In limited circumstances we also may use "Web Beacons" to collect anonymous, non-
Information about your use of our Website and the websites of selected sponsors and
advertisers, and your use of e-mails, special promotions or newsletters we send to you.
Web Beacons are tiny graphic image files imbedded in a web page or email that provide a
presence on the web page or e-mail and send back to its home server information from the
user's browser. The information collected by web beacons allows us to statistically monitor
how many people are using the Website and selected sponsors' and advertisers' websites,
or opening our e-mails, and for what purposes.

Website Analytics

1. We may use third party website analytics services in connection with the Website. These
website analytics services do not collect information that you do not voluntarily enter into
the Website. These services do not track your browsing habits across websites which do
not use their services. We are using the information collected from these services to find
usability problems to make the Website easier to use. The recordings will never identify
you or your account.

Security Checks, Review and Releases

1. To maintain a high level of security, we reserves the right to conduct a security review at
any time to validate your identity, verify your financial , Non-financial transactions and
further document your consent to this Agreement. To facilitate these security checks, you
agree to provide such identification or other information or documentation as we, in our
sole and unfettered discretion, deem necessary. If you fail to comply with any security
request, we reserve the right to void your GoApptiv account. You will be notified of such
verification request by e-mail or telephone and your GoApptiv account balances will be
forfeited if you fail to provide us with such requested documentation and information within
the time period reasonably specified by us. Such request for documentation and
information may include a sworn affidavit of identity and eligibility, release of liability in
favour of us and publicity authorization.

User Choice

1. You may choose not to provide us with any Information while accessing the Website. In
such an event, you can still access much of the Website; however you will not be able to
access and use those portions of the Website that require your Information.

Confidentiality and Security

1. Except as otherwise provided in this Privacy Policy, we will keep your Information private
and will not share it with third parties, unless we believe in good faith that disclosure of
your Information or any other information we collect about you is necessary to:
1. comply with a court order or other legal process;
2. Protect the rights, property or safety of GoApptiv or another party.
 3. I give consent to GoApptiv to collect KYC documents from PSUs and Government
agencies on my behalf.
4. Enforce our Terms of Use or
5. Respond to claims that any posting or other content violates the rights of third
parties.

Public Information

1. Any information that you may reveal in a review posting or other online discussion or forum
is intentionally open to the public and is not in any way private. You should think carefully
before disclosing any personally identifiable information in any public forum. What you
have written may be seen and/or collected by third parties and may be used by others in
ways we are unable to control or predict.

Security

1. We are committed to ensuring that your Information is secure. To prevent unauthorised

access or disclosure of Information we have physical, electronic and managerial
procedures in place to keep your information safe. Once logged into your GoApptiv
account, all internet communication is secured using Transport Layer Security (TLS)
technology and the connection is encrypted and authenticated using AES 128bit encryption
key and uses Elliptic Curve Diffie-hellman key exchange (ECDHE) RSA as a key exchange
mechanism.
However, this high level of protection can only be effective if you follow certain security
practices yourself. You must never share your GoApptiv account or login details with
anyone. If you are concerned that any of your login details have been compromised, you
can change them any time once you are logged on but you should always also immediately
contact customer services at GoApptiv Helpdesk and tell us why you think your login
details have been compromised. Please read our Terms and Conditions for further
information on how to keep your GoApptiv account safe.
2. Although we make good faith efforts to store Information in a secure operating environment
that is not open to the public, you should understand that there is no such thing as complete
security, and we do not guarantee that there will be no unintended disclosures of your
Information. If we become aware that your Information has been disclosed in a manner not
in accordance with this Privacy Policy, we will use reasonable efforts to notify you of the
nature and extent of the disclosure (to the extent we know that information) as soon as
reasonably possible and as permitted by law.

Updates and Changes to Privacy Policy

1. We reserve the right, at any time, to add to, change, update, or modify this Privacy Policy
so please review it frequently. If we do, then we will notify you here, as well as by posting
a notice on our Website and, where appropriate, a link to the modified policy so that you
can review it. In all cases, use of information we collect is subject to the Privacy Policy in
effect at the time such information is collected.
Your Rights

1. You have a legal right to a copy of any Information about you held by us. You also have a
right to correct any errors in that Information. As mentioned above, you have a right to
request that we cease to use your Information for direct marketing purposes.

Restriction of Liability

1. We makes no claims, promises or guarantees about the accuracy, completeness, or

adequacy of the contents of this Website and expressly disclaim liability for errors and
omissions in the contents of this Website.
2. No warranty of any kind, implied, expressed or statutory, including but not limited to the
warranties of non-infringement of third party rights, title, merchantability, fitness for a
particular purpose and freedom from computer virus, is given with respect to the contents
of the Website or its hyperlinks to other internet resources.
3. Reference in this Website to any specific commercial products, processes, or services, or
the use of any trade, firm or corporation name is for the information and convenience of
the public, and does not constitute endorsement, recommendation, or favouring by us.
4. The contents of this website are under copyright and/or trademark of their original author(s)
unless otherwise noted on the page itself.
If you have questions or concerns, feel free to e-mail us or to correspond at GoApptiv
Helpdesk and we will attempt to address your issue
 Master Subscription Agreement - GoApptiv

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR

ACQUISITION AND USE OF OUR SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR
OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY
ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR
ACCEPTANCE OR BY EXECUTING A REGISTRATION FORM THAT REFERENCES THIS
AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER
LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH
ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE
TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU
DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE
SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written
consent. This Agreement was last updated on February 1st, 2018. It is effective between You and
Us as of the date of You accepting this Agreement.

Table of Contents

1. Definitions
2. Free Trial
3. Purchased Services
4. Use of the Services
5. Fees and Payment for Purchased Services
6. Proprietary Rights

7. Confidentiality
8. Warranties and Disclaimers
9. Mutual Indemnification
10. Limitation of Liability

11. Term and Termination

12. Who You Are Contracting With, Notices, Governing Law and Jurisdiction
1. DEFINITIONS
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common
control with the subject entity. "Control," for purposes of this definition, means direct or indirect
ownership or control of more than 50% of the voting interests of the subject entity. "Malicious Code"
means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files,
scripts, agents or programs. "Order Form" means the documents for placing orders hereunder,
including addenda thereto, that are entered into between You and Us or any of Our Affiliates from
time to time, including addenda and supplements thereto. By entering into an Order Form
hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original
party hereto. Order Forms shall be deemed incorporated herein by reference. "Purchased
Services" means Services that You or Your Affiliates purchase under an Order Form, as
distinguished from those provided pursuant to a free trial. "Services" means the products and
services that are ordered by You under a free trial or an Order Form and made available by Us
online via the customer login link at http://www.channelpaisa.com "User Guide" means the online
user guide for the Services, accessible via login at http://www.channelpaisa.com, as updated from
time to time. You acknowledge that You have had the opportunity to review the User Guide during
the free trial described in Section 2 (15-Day Free Trial) below. "Users" means individuals who are
authorized by You to use the Services, for whom subscriptions to a Service have been ordered,
and who have been supplied user identifications and passwords by You (or by Us at Your request).
Users may include but are not limited to Your employees, consultants, contractors and agents, and
third parties with which You transact business. "We," "Us" or "Our" means the GoApptiv private
limited company described in Section 12 (Who You Are Contracting With, Notices, Governing Law
and Jurisdiction). "You" or "Your" means the company or other legal entity for which you are
accepting this Agreement, and Affiliates of that company or entity. "Your Data" means all electronic
data or information submitted by You to the Purchased Services.
2. FREE TRIAL
If You register on our website for a free trial, We may make one or more Services available to You
on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you
registered or are registering to use the applicable Service or (b) the start date of any Purchased
Services ordered by You. Additional trial terms and conditions may appear on the trial registration
web page. Any such additional terms and conditions are incorporated into this Agreement by
reference and are legally binding. NOTWITHSTANDING SECTION 8 (WARRANTIES AND
DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS”
WITHOUT ANY WARRANTY. Please review the User Guide during the trial period so that You
become familiar with the features and functions of the Services before You make Your purchase.
3. PURCHASED SERVICES
3.1. Provision of Purchased Services.
We shall make the Purchased Services available to You pursuant to this Agreement and the
relevant Order Forms during a subscription term. You agree that Your purchases hereunder are
neither contingent on the delivery of any future functionality or features nor dependent on any oral
or written public comments made by Us regarding future functionality or features.

3.2. User Subscriptions. Unless otherwise specified in the applicable Order Form,
(i) Services are purchased as User subscriptions and may be accessed by no more than the
specified number of Users,

(ii) additional User subscriptions may be added during the applicable subscription term at the same
pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the
subscription term in effect at the time the additional User subscriptions are added, and
(iii) the added User subscriptions shall terminate on the same date as the pre-existing
subscriptions. User subscriptions are for designated Users only and cannot be shared or used by
more than one User but may be reassigned to new Users replacing former Users who no longer
require ongoing use of the Services.
4. USE OF THE SERVICES
4.1. Our Responsibilities. We shall:
(i) provide Our basic support for the Purchased Services to You at no additional charge, and/or
upgraded support if purchased separately,
(ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day,
7 days a week, except for:
(a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services
and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m.
Friday to 3:00 a.m. Monday Pacific Time), or

(b) any unavailability caused by circumstances beyond Our reasonable control, including without
limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror,
strikes or other labor problems (other than those involving Our employees), Internet service
provider failures or delays, or denial of service attacks, and

(iii) provide the Purchased Services only in accordance with applicable laws and government
regulations.
4.2. Our Protection of Your Data.

We shall maintain appropriate administrative, physical, and technical safeguards for protection of
the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b)
disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled
Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide
the Services and prevent or address service or technical problems, or at Your request in
connection with customer support matters.
4.3. Your Responsibilities.
You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the
accuracy, quality and legality of Your Data and of the means by which You acquired Your Data,
(iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services,
and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in
accordance with the User Guide and applicable laws and government regulations.

You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or
lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise
unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
(d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity
or performance of the Services or third-party data contained therein, or (f) attempt to gain
unauthorized access to the Services or their related systems or networks.
5. FEES AND PAYMENT FOR PURCHASED SERVICES
5.1. Fees.
You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein
or in an Order Form, (i) fees are based on services purchased/ actual usage and as per agreed
norms, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) the
number of User subscriptions purchased cannot be decreased during the relevant subscription
term stated on the Order Form. User subscription fees are based on monthly periods that begin
on the subscription start date and each monthly anniversary thereof; therefore, fees for User
subscriptions added in the middle of a monthly period will be charged for that full monthly period
and the monthly periods remaining in the subscription term.
5.2. Invoicing and Payment.
You will provide Us with valid and updated credit card information, or with a valid purchase order
or alternative document reasonably acceptable to Us. If You provide credit card information to Us,
You authorize Us to charge such credit card for all Services listed in the Order Form for the initial
subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of
Purchased User Subscriptions). Such charges shall be made in advance, either annually or in
accordance with any different billing frequency stated in the applicable Order Form. If the Order
Form specifies that payment will be by a method other than a credit card, We will invoice You in
advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in
the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible
for providing complete and accurate billing and contact information to Us and notifying Us of any
changes to such information.
5.3. Overdue Charges.

If any charges are not received from You by the due date, then at Our discretion, (a) such charges
may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum
rate permitted by law, whichever is lower, from the date such payment was due until the date paid,
and/or (b) We may condition future subscription renewals and Order Forms on payment terms
shorter than those specified in Section 5.2 (Invoicing and Payment).
5.4. Suspension of Service and Acceleration.
If any amount owing by You under this or any other agreement for Our services is 30 or more days
overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to
Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid
fee obligations under such agreements so that all such obligations become immediately due and
payable, and suspend Our services to You until such amounts are paid in full. We will give You at
least 7 days’ prior notice that Your account is overdue, before suspending services to You.
5.5. Payment Disputes.
We shall not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of
Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith
and are cooperating diligently to resolve the dispute.
5.6. Taxes.
Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental
assessments of any nature, including but not limited to value-added, sales, use or withholding
taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively,
"Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If
We have the legal obligation to pay or collect Taxes for which You are responsible under this
paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us
with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We
are solely responsible for taxes assessable against it based on Our income, property and
employees.
6. PROPRIETARY RIGHTS
6.1. Reservation of Rights in Services.
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest
in and to the Services, including all related intellectual property rights. No rights are granted to You
hereunder other than as expressly set forth herein.
6.2. Restrictions.
You shall not (i) permit any third party to access the Services except as permitted herein or in an
Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy,
frame or mirror any part or content of the Services, other than copying or framing on Your own
intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services,
or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any
features, functions or graphics of the Services.
6.3. Your Applications and Code.

If You, a third party acting on Your behalf, or a User creates applications or program code using
the Services, You authorize Us to host, copy, transmit, display and adapt such applications and
program code, solely as necessary for Us to provide the Services in accordance with this
Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors
under this Agreement in or to such applications or program code, including any intellectual property
rights therein.

6.4. Your Data.

Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from
You or Your licensors under this Agreement in or to Your Data, including any intellectual property
rights therein.
6.5. Suggestions.

We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into
the Services any suggestions, enhancement requests, recommendations or other feedback
provided by You, including Users, relating to the operation of the Services.
7. CONFIDENTIALITY
7.1. Definition of Confidential Information.

As used herein, "Confidential Information" means all confidential information disclosed by a party
("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is
designated as confidential or that reasonably should be understood to be confidential given the
nature of the information and the circumstances of disclosure. Your Confidential Information shall
include Your Data; Our Confidential Information shall include the Services; and Confidential
Information of each party shall include the terms and conditions of this Agreement and all Order
Forms, as well as business and marketing plans, technology and technical information, product
plans and designs, and business processes disclosed by such party. However, Confidential
Information (other than Your Data) shall not include any information that (i) is or becomes generally
known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known
to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation
owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation
owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
7.2. Protection of Confidential Information.
The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of
its own confidential information of like kind (but in no event less than reasonable care) (i) not to
use any Confidential Information of the Disclosing Party for any purpose outside the scope of this
Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit
access to Confidential Information of the Disclosing Party to those of its and its Affiliates’
employees, contractors and agents who need such access for purposes consistent with this
Agreement and who have signed confidentiality agreements with the Receiving Party containing
protections no less stringent than those herein. Neither party shall disclose the terms of this
Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and
accountants without the other party’s prior written consent.
7.3. Compelled Disclosure.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled
by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such
compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing
Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is
compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil
proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the
disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of
compiling and providing secure access to such Confidential Information.
8. WARRANTIES AND DISCLAIMERS
8.1. Our Warranties.
We warrant that (i) We have validly entered into this Agreement and have the legal power to do
so, (ii) the Services shall perform materially in accordance with the User Guide, the functionality of
the Services will not be materially decreased during a subscription term, and (iv) We will not
transmit Malicious Code to You, provided it is not a breach of this subpart (v) if You or a User
uploads a file containing Malicious Code into the Services and later downloads that file containing
Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided
in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination)
below.
8.2. Your Warranties.
You warrant that You have validly entered into this Agreement and have the legal power to do so.
8.3. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES

OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH
PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.4. Non-GA Services.

From time to time We may invite You to try, at no charge, Our products or services that are not
generally available to Our customers ("Non-GA Services"). You may accept or decline any such
trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited
release, developer preview, non-production or by a description of similar import. Non-GA Services
are provided for evaluation purposes and not for production use, are not supported, may contain
bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT
CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS
OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole
discretion and may never make them generally available.
9. MUTUAL INDEMNIFICATION

9.1. Indemnification by Us.

We shall defend You against any claim, demand, suit, or proceeding made or brought against You
by a third party alleging that the use of the Services as permitted hereunder infringes or
misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall
indemnify You for any damages, attorney fees and costs finally awarded against You as a result
of, and for amounts paid by You under a court-approved settlement of, a Claim Against You;
provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole
control of the defense and settlement of the Claim Against You (provided that We may not settle
any Claim Against You unless the settlement unconditionally releases You of all liability); and (c)
provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if
We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and
at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without
breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued
use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions
for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the
remainder of the term of such User subscriptions after the effective date of termination.
9.2. Indemnification by You.

You shall defend Us against any claim, demand, suit or proceeding made or brought against Us
by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement,
infringes or misappropriates the intellectual property rights of a third party or violates applicable
law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally
awarded against Us as a result of, or for any amounts paid by Us under a court approved
settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the
Claim Against Us; (b) give You sole control of the defence and settlement of the Claim Against Us
(provided that You may not settle any Claim Against Us unless the settlement unconditionally
releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.
9.3. Exclusive Remedy.
This Section 9 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the
indemnified party’s exclusive remedy against, the other party for any type of claim described in this
Section.

10. LIMITATION OF LIABILITY

10.1. Limitation of Liability.
NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF
OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY
OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $500,000 OR THE
AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT,
PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR
UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU
HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER
SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).
10.2. Exclusion of Consequential and Related Damages.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY
LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN
CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY
APPLICABLE LAW.
11. TERM AND TERMINATION
11.1. Term of Agreement.

This Agreement commences on the date You accept it and continues until all User subscriptions
granted in accordance with this Agreement have expired or been terminated. If You elect to use
the Services for a free trial period and do not purchase a subscription before the end of that period,
this Agreement will terminate at the end of the free trial period.
11.2. Term of Purchased User Subscriptions.
User subscriptions purchased by You commence on the start date specified in the applicable Order
Form and continue for the subscription term specified therein. Except as otherwise specified in the
applicable Order Form, all User subscriptions shall automatically renew for additional periods equal
to the expiring subscription term or one year (whichever is shorter), unless either party gives the
other notice of non-renewal at least 30 days before the end of the relevant subscription term. The
per-unit pricing during any such renewal term shall be the same as that during the prior term unless
We have given You written notice of a pricing increase at least 60 days before the end of such
prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any
such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately
prior subscription term, unless the pricing in such prior term was designated in the relevant Order
Form as promotional or one-time.
11.3. Termination for Cause.
A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party
of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the
other party becomes the subject of a petition in bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.4. Refund or Payment upon Termination.

Upon any termination for cause by You, We shall refund You any prepaid fees covering the
remainder of the term of all subscriptions after the effective date of termination. Upon any
termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of
all Order Forms after the effective date of termination. In no event shall any termination relieve You
of the obligation to pay any fees payable to Us for the period prior to the effective date of
termination.
11.5. Archive of Your Data.
Upon termination of your subscription, your login credentials will remain intact, and your records
will be preserved in a “view only” state until such time that you renew your subscription plan. 11.6.
Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary
Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability),
11.4 (Refund or Payment upon Termination), 11.5 (Archive of Your Data), and 12 (Who You Are
Contracting With, Notices, Governing Law and Jurisdiction) shall survive any termination or
expiration of this Agreement.
12. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
GoApptiv Private limited, SB-16, 2th Floor, High street corporate centre, Kapurbawadi, Thane,
Maharastra 400607, India This Agreement shall be governed and construed in accordance with
the laws of India