SERVICES AGREEMENT

This SERVICES AGREEMENT (the “Agreement”) is made and executed on this 10 day
of May , 2021

BETWEEN

ALVORA PLAYSPORTS PRIVATE LIMITED , an entity constituted under Indian laws /

company incorporated under the provisions of the Companies Act, 1956/2013, having its
registered office at Plot – 58/1, Motipara Station Road Durg C.G. , (hereinafter
referred to as “Client” which expression shall unless repugnant to the subject or context
thereof mean and include its affiliates, agents, subsidiaries, successors and permitted assigns)
of the ONE PART.

AND

RAZORPAY SOFTWARE PRIVATE LIMITED, a company incorporated under the

provisions of the Companies Act, 1956, having its registered office at 1st Floor, SJR Cyber,
22, Laskar Hosur Road, Adugodi, Bangalore -560030, (hereinafter referred to as “Razorpay”
which expression shall unless repugnant to the subject or context thereof mean and include its
affiliates, agents, subsidiaries, successors and permitted assigns) of the OTHER PART.

The Client and Razorpay shall hereinafter be individually referred to as a “Party” and
collectively as the “Parties”.

WHEREAS:

A. Razorpay is engaged in the business of inter alia payment gateway aggregation,

developing and implementing payment solutions, facilitating the initiation and
receipt of electronic payments, including but not limited to payments effected
through credit cards, debit cards, net-banking, pre-paid instruments and payment
methods offered by and routed through the infrastructure established by the NPCI
(defined hereinafter) such as UPI (defined hereinafter) and Bharat QR (defined
hereinafter).

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B. Razorpay has developed software protocols to inter alia communicate with
Acquirers, Nodal Banks and Card Payment Networks to provide the Services
(defined hereinafter).

C. The Client is engaged in the business of an App and Website related to ESPORTS.

D. The Client has approached Razorpay to avail Services (defined hereinafter), to

enable Customers (defined hereinafter) to make payments to the Client and
Razorpay has agreed to provide Services in accordance with the terms and
conditions of this Agreement.

E. The Parties are now desirous of entering into this Agreement for the purpose of
recording the rights and obligations inter se the Parties.

NOW THEREFORE, in consideration of the mutual agreements, covenants, representations

and warranties set forth in the Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as
follows:

1. DEFINTIONS AND INTERPRETATION

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following words and
expressions shall bear the meanings as ascribed to them below:

“Act” means the Payment and Settlement Systems Act, 2007 and the rules, regulations,
guidelines and notifications framed and/or issued thereunder.

“Acquirer” shall mean entities, including but not limited to banks, financial institutions
and Card Payment Networks, authorised under the Act to operate Payment Systems.

“Affiliate” in relation to a Person, means any other Person, directly or indirectly

Controlling, Controlled by, or under Common Control of or with, that Person or any
Person or entity forming part of such Person. If such Person is an individual, the
term Affiliate shall include a relative of such individual; “Control” means, with
respect to any Person: (i) the ownership of more than 50% (Fifty percent) of the
equity shares or other voting securities of such Person; or (ii) the possession of the
power to direct the management and policies of such Person; or (iii) the power to

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 appoint a majority of the directors, managers, partners or other individuals
exercising similar authority with respect to such Person by virtue of ownership of
voting securities or management or contract or in any other manner, whether
directly or indirectly, including through one or more other Persons; and the term
“Common Control” and “Controlled by” shall be construed accordingly.

“Agreement” means this agreement along with schedules hereto as amended from time to
time.

“Applicable Law” means any law, statute, rule, regulation, order, circular, decree,
directive, judgment, decision or other similar mandate of any applicable central,
national, state or local governmental authority having competent jurisdiction over, or
application to the Party or subject matter in question.

“Activation Date” means the date on which the Client starts availing Services.

“Authentication” is the process implemented by inter alia the Acquirer and/or the Issuer
to verify whether the Payment Instrument used for the Transaction is validated in
accordance with (i) the security features of the Payment Instrument and/ or; (ii) the
guidelines prescribed by the RBI, NPCI or the relevant Government Authority.

“Anti-bribery and Anti-corruption Laws” shall mean and include provisions of all
applicable anti-bribery and anti-corruption legislations pertaining to the relevant
jurisdictions wherein the Parties have presence or business, and shall amongst others
include the provisions of Foreign Corrupt Practices Act, 1977, Prevention of
Corruption Act, 1988, Prevention of Money Laundering Act, 2002, Foreign
Contribution (Regulation) Act, 2010, and any amendments thereto.

“Authorisation” is the process by which the Issuer confirms the sufficiency of balance or
limit in respect of a Payment Instrument and pursuant to such confirmation approves
the payment of the Transaction Amount.

“Bharat QR” is a payment solution developed and operated by NPCI, enabling any person
to undertake merchant mobile payments through the use of imaging device readable
encrypted codes referred to as QR codes.

“Card Payment Networks” means Payment Systems which are authorised by the RBI to
be affiliated with banks, non-banking financial companies or other RBI approved
entities, for the issuance of inter alia credit cards, debit cards and prepaid cards.

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“Chargeback” shall mean the reversal (such reversal being requested by an Issuer
pursuant to a request from the Issuer’s Customer) of the debit of the Transaction
Amount that was charged to the Client, where the reversal is approved by the Issuer
following examination of the Transaction related documents and information
furnished by the Client, consequently resulting in the Acquirer charging Razorpay
the Transaction Amount and charges or fines associated with processing the
Chargeback.

“Chargeback Amount” shall mean the aggregate amount that the Acquirer or Issuer
charges Razorpay pursuant to a Chargeback.

“Chargeback Documents” has the meaning ascribed to the term in paragraph 3.2 of
Schedule I.

"Customer" or “Payer” shall mean any Person who is effecting a Transaction by using a
Payment Instrument.

“Dashboard” is a Razorpay owned and established electronic information management

tool that visually tracks, displays and stores metrics and data points pertaining to
Transactions.

“Facility Providers” includes banks, financial institutions, and technology service

providers, including Acquirer, Nodal Banks and Card Payment Networks,
facilitating the Transaction or any part thereof.

“Force Majeure Event” means any event, not within the reasonable control of the Party
affected, which that Party is unable to prevent, avoid or remove by the use of
reasonable diligence. Force Majeure Event shall, to the extent such events and
circumstances or their consequences satisfy the requirements mentioned
hereinabove, comprise the following events and circumstances namely: war,
hostilities, invasion, armed conflict, act of foreign enemy, embargoes, riot,
insurrection, prolonged labour stoppages, acts of terrorism, sabotage, nuclear
explosion, earthquakes, fires, typhoons, storms and other natural catastrophes.

“Governmental Authority” means any central or state government or other political

subdivision thereof and any entity, including any regulatory or administrative
authority or court, exercising executive, legislative, judicial, regulatory or
administrative or quasi-administrative functions of or pertaining to government.

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“Issuer” means (i) a bank or financial institution that offers and/or issues cards on behalf
of the Card Payment Networks, such as inter alia Visa, MasterCard or American
Express; (ii) a bank that offers accounts; and (iii) an entity authorised under the Act
to issue a Prepaid Payment Instrument.

“Nodal Account” is an account held by Razorpay with a Nodal Bank for the purpose of
receiving the Transaction Amount and effecting settlements to the Client or the
Client’s third party vendor (where authorised by the Client).

“Nodal Bank” means a bank that is authorised by the RBI under its circular
DPSS.CO.PD.NO.1102/02.14.08/2009-10 dated November 24, 2009, to operate a
Nodal Account.

“Nodal Bank Working Days” means days on which the Nodal Bank is operational to
undertake settlements.

“NPCI” means the National Payments Corporation of India constituted under the Act.

“OFAC” means the Office of Foreign Assets Control constituted under the law of the
United States of America.

“Payment Gateway” means the Razorpay developed software protocol that communicates
with the Acquirer, Issuer or any of the Facility Providers to inter alia : (i) transmit
information pertaining to the Payment Instrument in order to facilitate the
completion of Authentication and Authorisation; (ii) receive the Transaction
Amount in the Nodal Account following Authentication and Authorisation; and
(iii) settlement of the Transaction Amount (subject to Permissible Deductions) into
the Client’s account.

“Payment Instrument” includes credit card, debit card, bank account, Prepaid Payment
Instrument or any other instrument issued under Applicable Law, used by a
Customer to pay the Transaction Amount.

“Payment System” has the meaning ascribed to the term in the Act.

“Permissible Deductions” means Razorpay Fees and Chargeback Amount.

“Prepaid Payment Instruments” has the meaning ascribed to the term in the Master
Direction on Issuance and Operation of Prepaid Payment Instruments dated October
11, 2017 issued by the RBI and as amended from time to time.

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“Person” includes an individual, an association, a corporation, a partnership, a joint
venture, a trust, an unincorporated organisation, a joint stock company, a bank, a
non-banking financial company or other entity or organisation, including any
government or political subdivision, or an agency or an instrumentality thereof and/
or any other legal entity.

“Personal Data” means ‘personal information’ and ‘sensitive personal date or

information’ as defined under the Information Technology (Reasonable Security
Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 as
amended from time to time.

“Platform” means a digital platform set up by the Client, to inter alia offer products or
services or permit Payers to effect Transactions which are facilitated by Razorpay.

“Razorpay API” means the application programming interface formulated and owned by
Razorpay, constituting software which allows the Client to establish electronic
communication between the Platform and Payment Gateway in order to enable
Payers to initiate and pay the Transaction Amount.

“Razorpay Fees” has the meaning ascribed to the term in Clause 3.

“Refund” means processing of the Client’s request to Razorpay, through the option
available on the Dashboard, for returning the Transaction Amount (or part thereof) to
the Payment Instrument which was used for effecting the payment of the Transaction
Amount.

“RBI” means the Reserve Bank of India constituted under the Reserve Bank of India Act,
1934.

“Services” means the services set out in Schedule I.

“Transaction” means an order or request placed by the Customer with the Client (or a
third party vendor availing of Client’s services) by paying the Transaction Amount
to the Client, using Razorpay Services, to (i) purchase products or; (ii) avail of
services or; (iii) contribute funds.

“Transaction Amount” means the amount paid by the Customer in connection with
Transaction.

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 “UPI” means the Unified Payments Interface, an instant payment system developed, and
operated by the NPCI.

2. SERVICES AND TERM OFAGREEMENT

Subject to the terms and conditions of this Agreement Razorpay will provide to the Client
the Services as and in the manner set forth in Schedule I.

This Agreement shall commence on the Activation Date and shall continue to be in effect
unless terminated in accordance with Clause 13 (“Term”).

3. RAZORPAY FEES, TERMS OF PAYMENT ANDTAXES

In consideration for the Services, Razorpay will charge the fees (“Razorpay Fees”) set out
in the Schedule II. Razorpay shall be entitled to charge on the Razorpay Fees and
taxes applicable from time to time under Applicable Laws (“Applicable Taxes”). It
is agreed that any statutory variations in Applicable Taxes during the subsistence of
this Agreement shall be borne by the Client. Based on agreement between the
Parties, Razorpay Fees will be charged either as a percentage of the Transaction
Amount or as a pre-determined amount on every Transaction regardless of the value
of the Transaction Amount.

It is agreed that in respect of each Transaction, Razorpay shall be entitled to deduct

Razorpay Fees along with Applicable Taxes from the TransactionAmount.

Monthly invoices shall be raised by Razorpay in respect of Razorpay Fees charged for
Transactions processed during such month. Any reasonable dispute in respect of an
amount (or a portion thereof) mentioned in an invoice must be communicated by the
Client via a notice to Razorpay (“Invoice Dispute Notice”) to Razorpay within a
reasonable period of time but no later than thirty (30) days from the date of the
invoice. Razorpay shall use good faith efforts to reconcile any reasonably disputed
amounts within a within a reasonable time from the receipt of the Invoice Dispute
Notice.

In respect of invoices received by the Client, it is agreed that the Client shall pay the
applicable TDS under the provisions of sections 194H of the Indian Income Tax act (
or any amendments thereto) as per the then rates prescribed in force by the Income
Tax Department and furnish to Razorpay the TRACES certificate in respect of such
taxes paid, then Razorpay shall reimburse to the Client, on a quarterly basis, the
amount paid by the Client in respect of such taxes paid.

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 Razorpay is entitled to change/ update the terms of service, including Razorpay Fees as
well as settlement timelines for Clients opting for any and all additional Services
from Razorpay apart from the ones envisaged under this Agreement, without prior
approval of such Client.

4. REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants that:

a) It is an entity duly constituted and validly existing under Applicable Law;
b) It holds valid and subsisting licenses, registrations, approvals and consents as
may be required for conducting its business and performing its obligations
under this Agreement;
c) It has the requisite power and authority to execute, deliver and perform its
obligations under this Agreement and that this Agreement, when executed, shall
have been duly and validly authorized, executed and delivered by it;
d) Its obligations hereunder constitute legal, valid, binding and enforceable
obligations;
e) The execution and performance of this Agreement do not breach its
organizational documents or any Applicable Law, provisions of any contract or
order of court or tribunal applicable to it and does not require any governmental
approval;
f) The Person executing this Agreement is duly authorized to execute the
Agreement for and on behalf of the respective Party and shall have the authority
to bind the respective Party accordingly;
g) It shall comply with all Applicable Laws including but not limited to the
Information Technology Act, 2000 and the Prevention of Money Laundering
Act, 2002 and any amendments thereto; and
h) It shall not, directly or indirectly, make or offer any payment, gift or other
advantage which is intended to, or does, influence or reward any Governmental
Authority in breach of Applicable Laws including the Prevention of Corruption
Act, 1988 and any amendments thereto.

Razorpay hereby represents and warrants that:

a) Razorpay is and shall remain Payment Card Industry Data Security Standard
(“PCI DSS”) certified during the performance of this Agreement; and
b) The Services to be rendered do not and will not violate or infringe any
intellectual property rights of any third party.

Client hereby represents and warrants to Razorpay that:

a) It does not engage in any activity that violates any Applicable Law pertaining to
gaming, gambling, betting or wagering;

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 b) No services provided by it to any Customer ("Client Services") are of a nature
that may be construed as a competition/contest/game/sport/event (online or
offline) whose outcome is based merely or preponderantly or predominantly on
chance;
c) The Client Services are at all times in compliance with all Applicable Laws
including pertaining to restriction or prohibition on gambling, betting, wagering
and gaming activities;
d) The provision of the Client Services to Customers in the states of Nagaland and
Sikkim (if so provided) are in accordance with the Applicable Laws of these
states and the Client has obtained and holds all necessary and valid licenses and
registrations to provide the Client Services in Nagaland and Sikkim; and
e) No Client Services including facilitation, hosting or providing a platform for
any competition/contest/game/sport/event (online or offline) for monies are
rendered by it to (i) any Customers in the states of Telangana, Odisha and
Assam or (ii) any Customers who are residents of the states of Telangana,
Odisha and Assam.

The representations and warranties set out in Clause 4.3 above shall be repeated on
each day during the term of this Agreement.

5. COMPLIANCE WITH CERTAIN LAWS

Client hereby covenants to Razorpay and undertakes that:

a) It shall not engage in any activity that violates any Applicable Law pertaining to
gaming, gambling, betting or wagering;
b) No Client Services shall be of a nature that may be cosntrued as a competition/
contest/game/sport/event (online or offline) whose outcome is based merely or
preponderantly or predominantly on chance;
c) The Client Services shall at all times be in compliance with all Applicable Laws
including pertaining to restriction or prohibition on gambling, betting, wagering
and gaming activities;
d) The provision of the Client Services to Customers in the states of Nagaland and
Sikkim (if provided) shall be in accordance with the Applicable Laws of these
states and the Client shall always obtain and hold all necessary and valid
licenses and registrations to provide the Client Services in Nagaland and
Sikkim; and
e) No Client Services including facilitation, hosting or providing a platform for
any competition/contest/game/sport/event (online or offline) for monies shall be
rendered by it to (i) any Customers in the states of Telangana, Odisha and
Assam or (ii) any Customers who are residents of the states of Telangana,
Odisha and Assam.

The Client hereby agrees and undertakes to provide a written confirmation, in a form
and manner acceptable to Razorpay, certifying that the representations and warranties
set out in Clause 4.3 above are true and correct and the covenants set out in Clause

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 above are complied to. Such certificate shall be given by the Client to Razorpay
on the first day of every quarter from the date of entering into this Agreement till its
expiry or termination, whichever is later.

6. COMPLIANCE WITH ANTI-BRIBERY AND ANTI-CORRUPTION LAWS

Each Party agrees to comply with all applicable Anti-bribery and Anti-corruption
Laws which prohibit their officials, representatives, agents or any other person
associated with or acting on behalf of such Party from giving, offering, promising to
offer, receiving/ accepting or acting in any other manner so as to induce a payment,
gift, hospitality or anything else of value (either directly or indirectly) whether from
within the country or from abroad to government officials, publics servants,
regulatory bodies, judicial authorities, persons in positions of authority, elected or
contesting electoral candidates, political parties or office bearers thereof or any other
third party or person in order to obtain an improper commercial/ business advantage
of any kind. Government Officials include any government employee, candidate for
public office, an employee of government - owned or government – controlled
companies, public international organisation and political parties. Each Party also
agrees not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or
through any other Person, of anything of value to anybody for the purpose of inducing
or rewarding any favourable action or influencing or decision in favour of such Party.

7. COMPLIANCE WITH OFAC MANDATES

The Client undertakes that it shall all times during the Term of this Agreement be in
compliance with the mandates of OFAC and acknowledges that neither the Client
nor any of its Affiliates has not directly or indirectly lent, contributed or otherwise
made available funds to any third parties, Affiliates, joint venture partners or any
other Person or entity for the purpose of financing the activities of any Person
currently subject to the OFAC sanction list.

8. OWNERSHIP OF INTELLECTUALPROPERTY

All data, information, inventions, intellectual properties (including patents,

trademarks, copyrights, design and trade secrets), “know-how”, new uses and
processes, and any other intellectual property right, asset or form, including, but not
limited to, analytical methods, procedures and techniques, research, procedure
manuals, financial information, computer technical expertise, software (collectively
referred to as “Intellectual Property”): (a) related to the Services contemplated

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 under this Agreement, (b) pertaining to the Dashboard and Razorpay API that are (i)
pre-existing; and/or (ii) conceived, generated, derived, produced or reduced to
practice, by Razorpay or any of its Affiliates, as a result of the Services performed by
Razorpay or such Affiliate shall be and shall remain the exclusive property of
Razorpay or such Affiliate. For the avoidance of any doubt, intellectual property
created by Razorpay or its Affiliate in the course of undertaking its duties and
obligations under or during the Term of this Agreement is presumed to be owned by
Razorpay (or the Affiliate) unless otherwise stated in writing.

Razorpay hereby grants to Client, for the Term of the Agreement, a non-exclusive,
non-assignable, non-sublicensable and revocable license to use Razorpay API and
Dashboard.

Except as specified in Clause 8.2 above, nothing contained in this Agreement shall be
construed to grant any rights and title to the Client in the Intellectual Property.

Upon termination of this Agreement all rights relating to the Intellectual Property
developed by Razorpay or any of its Affiliates prior to, during and subsequent to the
term of this Agreement along with modifications thereto shall continue to vest with
Razorpay or such Affiliate and the Client shall not have any right whatsoever over
such Intellectual Property.

9. CONFIDENTIALITY

During the Term of this Agreement a Party (“Receiving Party”) may receive or have
access to certain confidential and proprietary information belonging and/or relating to
the other Party and its Affiliates (“Disclosing Party”) including without limitation
marketing prospects, contracts, officer, director or shareholder information, Personal
Data of Customers, financial and operational information, billing records, business
model and reports, computer systems and modules, secure websites, reporting
systems, marketing strategies, operational plans, proprietary systems and procedures,
trade secrets and other similar proprietary information, including technical “know-
how”, methods of operation, business methodologies, software, software and
technology architecture, networks, any other information not generally available to
the public, and any items in any form in writing or oral, clearly identified as
confidential (“Confidential Information”)

The Receiving Party shall keep Confidential Information of the Disclosing Party in
confidence. The Receiving Party shall use commercial reasonable and necessary
safety measures and steps to maintain the confidentiality and secrecy of Disclosing

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Party’s Confidential Information from public disclosure, and the Receiving Party
shall at all times maintain appropriate measures to protect the security and integrity
of the Disclosing Party’s Confidential Information. The Receiving Party shall not,
without the Disclosing Party’s prior written consent, divulge any of its Confidential
Information to any third party other than the Receiving Party’s officers, employees,
agents or representatives who have a need to know for the purposes of this
Agreement. The Receiving Party shall take all reasonable steps to ensure that all of
its directors, managers, officers, employees, agents, independent contractors or other
representatives comply with this Clause 9 whenever they are in possession of
Disclosing Party’s Confidential Information as part of this Agreement. The Receiving
Party shall use the Disclosing Party’s Confidential Information solely in furtherance
of and in connection with the Services contemplated under this Agreement. The
Receiving Party further agrees that the Disclosing Party’s Confidential Information
will not be used by it and its representatives in any way detrimental to the interests of
the Disclosing Party.

Exceptions: The aforesaid confidentiality obligations shall impose no obligation on

the Receiving Party with respect to any portion of Confidential Information which:
a) Was at the time received or which thereafter becomes, through no act or
failure on the part of the Receiving Party, generally known or available to
the public;
b) Is at the time of receipt, known to the Receiving Party as evidenced by
written documentation then rightfully in the possession of either Party;
c) Was already acquired by the Receiving Party from a third party who does
not thereby breach an obligation of confidentiality to the Disclosing Party
and who discloses it to the Receiving Party in good faith;
d) Is developed by the Receiving Party without use of the Disclosing Party’s
Confidential Information in such development; and
e) Has been disclosed pursuant to the requirements of Applicable Law, any
Governmental Authority, provided however, that the Disclosing Party shall
have been given a reasonable opportunity to resist disclosure and/or to
obtain a suitable protective order.

The Receiving Party shall notify the Disclosing Party immediately upon discovery of
any unauthorized use or disclosure of Confidential Information or any other breach of
this Clause 9. The Receiving Party will cooperate with the Disclosing Party in every
reasonable way to help the Disclosing Party regain possession of such Confidential
Information and prevent its further unauthorized use.

Remedies: Parties acknowledge that irreparable damage may occur on breach of the
terms and provisions of Clause 8 and Clause 9 herein. Accordingly, if a Party

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 breaches or threatens to breach any of the provisions of Clause 8 or Clause 9, then
the other Party shall be entitled, without prejudice, to seek all the rights and remedies
available to it, including a temporary restraining order and an injunction restraining
any breach of the provisions of Clause 8 and Clause 9. Such remedies shall not be
deemed to be exclusive but shall be in addition to all other remedies available at law
or in equity.

10. FRAUDULENT TRANSACTIONS

Subject to Clause 10.2 and 10.3 herein, if Razorpay is intimated, by a Facility

Provider, that a Customer has reported an unauthorised debit of the Customer’s
Payment Instrument (“Fraudulent Transaction”), then Razorpay shall be entitled to
suspend the settlement of the amount associated with the Fraudulent Transaction
during the pendency of inquiries, investigations and resolution thereof by the Facility
Providers.

Subject to Clause 10.3 herein, if the Fraudulent Transaction results in a Chargeback,

then such Chargeback shall be resolved in accordance with the provisions set out in
paragraph 3 of Schedule I herein.

If the amount in respect of the Fraudulent Transaction has already been settled to the
Client pursuant to the terms of this Agreement, any dispute arising in relation to the
said Fraudulent Transaction, following settlement, shall be resolved in accordance
with the RBI’s notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6,
2017 read with RBI’s notification DBOD. LEG. BC 86/09.07.007/2001-02 dated
April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in
this regard from time to time.

11. RESTRICTIONS ON USE OF SERVICES

The Client hereby agrees to ensure that the Transactions do not facilitate the offer,
sale and purchase of products and/or services enumerated in Schedule III herein.

If the Client breaches Clause 11.1 above, Razorpay shall be entitled to suspend
Services until the Client cures such breach.

12. INDEMNITY

Razorpay shall indemnify and hold the Client, its directors, managers, officers,
employees and agents harmless from and against all losses, liabilities, damages and

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 expenses (including reasonable attorney fees and costs) (“Losses”) arising from
claims, demands, actions or other proceedings as a result of:

a) Fraud, negligence and wilful misconduct by Razorpay in the performance of

this Agreement;
b) Violation of Applicable Laws in the performance of this Agreement;
c) Claim that the Services infringe intellectual property or any other proprietary
right of a third party; or
d) Breach of Razorpay’s confidentiality obligations under Clause 9.

The Client shall indemnify and hold Razorpay, its directors, managers, officers,
employees and agents harmless from and against all Losses arising from claims,
demands, actions or other proceedings as a result of:
a) Fraud, negligence and wilful misconduct by the Client in the performance of
this Agreement;
b) Violation of Applicable Laws in the performance of this Agreement;
c) Breach of the Client’s obligations under Clause 8 and Clause 9;
d) Disputes raised by the Customer in relation to a Transaction where such dispute
is not attributable to Razorpay Services; and
e) Fines, penalties and charges imposed by the Acquirer, Card Payment Networks
or any Governmental Authority on account of Transactions that are in violation
of Applicable Law.

Notwithstanding any other provision of this Agreement (including, without limitation,

Clause 13 below), the Client shall indemnify and hold Razorpay, its Affiliates, and
each of their directors, managers, officers, employees and agents harmless from and
against all Losses (including any Losses that are special, incidental, indirect,
consequential, exemplary or punitive in nature) arising from claims, demands, actions
or other proceedings as a result of or on account of (a) any of the representations or
warranties of the Client as set out in Clause 4.3 above being breached or becoming
untrue or incorrect, or (b) breach or violation of any of the covenants of the Client set
out in Clauses 5.1 or 5.2 above, or (c) the Client engaging in any activity that violates
any Applicable Law pertaining to gaming, gambling, betting or wagering.

13. LIMITATION OF LIABILITY

Neither Party shall be liable for special, incidental, indirect, consequential, exemplary
or punitive damages under any theory of contract, tort, strict liability, statute or under
any other legal or equitable principle or otherwise, arising out of or

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 in any manner connected with this Agreement and regardless of whether such Party
has been informed of, or might have anticipated, the possibility of such damages.

Except with respect to Losses arising from (i) claims pursuant to breach of Clause 9;
and (ii) fraud, negligence and wilful misconduct, the aggregate liability of Razorpay
under this Agreement shall not exceed an amount equal to Razorpay Fees received or
receivable in respect of Transactions settled during the one (1) month period prior to
the date of claim.

14. TERMINATION

Termination without Cause

Subject to Clauses 14.2, 14.3 and 15.3, this Agreement may be terminated by either
Party by giving to the other Party a prior written notice of thirty (30) days (“Notice
Period”).

Termination for Cause: Either Party (“Affected Party”) may terminate this Agreement if
the other Party (“Breaching Party”):

Commits a material breach of any of the terms and conditions of this Agreement,
which if capable of cure or remedy, is not cured or remedied by the Breaching Party to
the Affected Party’s satisfaction, within a period of fifteen (15) days from the date of
issue of notice by the Affected Party informing the Breaching Party of such breach;
and

Is facing any insolvency, receivership, winding up, liquidation or bankruptcy

proceedings (collectively referred to as “Proceedings”) whether commenced
voluntarily or brought against it involuntarily if such Proceedings continue beyond
ninety (90) days;

Notwithstanding any other provision of this Agreement (but subject to Clause 14.3
below), Razorpay may terminate this Agreement with immediate effect if (i) the
Client fails to provide Razorpay with the certification as contemplated under Clause
above and such failure is not remedied within a period of three (3) days from the
date of notification by Razorpay to the Client of such breach; or (ii) any of the
representations or warranties of the Client as set out under Clause 4.3 above are
breached, incorrect or untrue of any day during the term of this Agreement, or any of
the covenants of the Clients set out in Clause 5.2 above are breached; or (iii) if the
Client is engaged in any activity that violates any Applicable Law pertaining to
gaming, gambling, betting or wagering.

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 Termination of this Agreement shall not affect any accrued rights or liabilities of either
Party nor shall it affect the coming into force or the continuance in force of any
provision of this Agreement which is expressly or by implication intended to come
into or continue in force on or after such termination.

15. FORCE MAJEURE

Neither Party shall be in breach of its obligation hereunder if it is delayed in the

performance of, or is unable to perform (whether partially or fully), such obligations
as a result of the occurrence of a Force Majeure Event (defined below); provided
that the Party affected by the Force Majeure Event shall give notice to the other
Party of the occurrence of the Force Majeure Event as soon as reasonably
practicable and in any case within seven (7) days from the date on which the
affected Party knew or should reasonably have known of the occurrence of a Force
Majeure Event.

Each Party shall make all reasonable endeavours to mitigate any delay or interruption to
any part of the performance of this Agreement as a result of the occurrence of a
Force Majeure Event.

If a Force Majeure Event which substantially impairs the performance by a Party of its
material obligations under this Agreement occurs and such Force Majeure Event
continues for a continuous period of more than ninety (90) days, then either Party
may terminate this Agreement at any time thereafter by giving seven (7) days’ prior
written notice to the other Party.

For the purposes of this Clause 15, the term “Force Majeure Event” means any event, not
within the reasonable control of the Party affected, which that Party is unable to
prevent, avoid or remove by the use of reasonable diligence. Force Majeure Event
shall, to the extent such events and circumstances or their consequences satisfy the
requirements mentioned hereinabove, comprise the following events and
circumstances namely: war, hostilities, invasion, armed conflict, act of foreign
enemy, embargoes, riot, insurrection, prolonged labour stoppages, outages and
downtimes systems failures experienced by a Facility Provider, revolution or
usurped power, acts of terrorism, sabotage, nuclear explosion, earthquakes, fires,
typhoons, storms and other natural catastrophes.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16
 This Agreement shall be governed by and construed in accordance with the laws of India.
The courts of Bengaluru shall have jurisdiction in respect of any such disputes or
claims.

All disputes, differences and/or claim arising out of this Agreement whether during its
subsistence or thereafter shall be settled by arbitration in accordance with the
provisions of the Arbitration and Conciliation Act, 1996 (including any statutory
modification (s) or re-enactment thereof) and shall be referred to a sole arbitrator
nominated with the mutual consent of the Parties. The award given by such an
arbitrator shall be final and binding on the Parties to this Agreement. The seat and
venue of arbitration proceedings shall be Bengaluru.

17. MISCELLANEOUS

Notices

All notices and other communication hereunder shall be in writing and shall be
deemed given: (a) upon receipt if delivered personally or if mailed by registered post,
return receipt requested and postage prepaid; or (b) three (3) days after dispatch, if
sent by a courier; or (c) the day of delivery if sent by email unless the sender receives
an automated message that the email has not been delivered.

All notices shall be delivered to the following respective mailing and email addresses
(or at such other address a Party may specify):

If to the Client

Address: Plot – 58/1, Motipara,

Station Road, Durg, C.G.
Phone: 7000660841
Email:
guptashriyansh92@gmail.com

If to Razorpay

Address: SJR Cyber, 1st Floor, 22, Laskar – Hosur Road, Adugodi, Bangalore -
560030
Attention: Operations
URL: https://razorpay.com/support/#request

Either Party may change the details specified in Clause 17.1.2 by giving thirty (30)

17
days’ prior notice of such a change to the other Party.

18
Entire Agreement

This Agreement contains the entire agreement of the Parties regarding the subject
matter hereof and supersedes all other prior agreements, whether written or oral,
regarding such subject matter. This Agreement may be changed only by an
instrument in writing executed by the Parties.

Counterparts

This Agreement be executed in any number of counterparts, each of which when so

executed and delivered shall be deemed an original, but all of which shall together
constitute one and the same agreement.

Survival

All provisions which by their nature should survive the termination of this
Agreement for any reason shall survive the termination of this Agreement.

Severability

If any provision of this Agreement is held to be invalid or unenforceable for any

reason, such provision shall be conformed to prevailing law rather than voided, if
possible, in order to achieve the intent of the Parties and, in any event, the remaining
provisions of this Agreement shall remain in full force and effect and shall be
binding upon the Parties hereto.

No waiver

All rights available to either Party under this Agreement or any other document
delivered hereunder or in connection herewith, or allowed it by law or equity, are
and shall be cumulative and may be exercised separately or concurrently and from
time to time without waiver of any other remedies. Neither Party shall be deemed to
have waived any right, power or privilege under this Agreement unless such waiver
shall have been expressed in a written instrument signed by the waiving Party. The
failure of either Party to enforce any provision of this Agreement shall in no way be
construed as a waiver of such provision or a right of such Party to thereafter enforce
such provision or any other provision of this Agreement.

Assignment

19
 Neither Party shall have the right to assign or transfer this Agreement or any rights
or obligations hereunder without the prior written consent of the other Party.

Remedies

Parties acknowledge that irreparable damage may occur on breach of the terms and
provisions of Clause 8 (Ownership of Intellectual Property) and Clause 9
(Confidentiality). Accordingly, if a Party breaches or threatens to breach any of the
provisions of Clauses 8 or 9, then the other Party shall be entitled, without prejudice,
to seek all the rights and remedies available to it, including a temporary restraining
order and an injunction restraining any breach of the provisions of Clauses 8 and 9.
Such remedies shall not be deemed to be exclusive but shall be in addition to all
other remedies available at law or in equity.

Signed by authorised representatives of the Parties on the dates written below:

RAZORPAY SOFTWARE PRIVATE

ALVORA
LIMITED
PLAYSPORTS
PRIVATE
LIMITED

Authorised Signatory Authorised Signatory

Name : SUMAN GUPTA Name

Designation : DIRECTOR Designation

Date : 14/05/2021 Date

20
 SCHEDULE I
SERVICES

1. PAYMENT PROCESSING

Subject to paragraphs 2, 3 and 4 of this Schedule I, Razorpay shall process payments

in the manner set forth in Parts A to G (as applicable) of this Schedule I.

2. SETTLEMENT SERVICES

Subject to paragraphs 3 and 4 of this Schedule I, Razorpay agrees to settle the

Transaction Amount (net of Permissible Deductions) into the Client’s account within
[three (3)] Nodal Bank Working Days following the date of the Transaction.

3. CHARGEBACKS

If Acquirer or the Issuer communicates to Razorpay the receipt of a Chargeback from

a Customer, then the Client will forthwith be notified of the Chargeback.

The Client shall be entitled to furnish to Razorpay documents and information

(“Chargeback Documents”) pertaining to the Transaction associated with the
Chargeback in order to substantiate (i) the completion of the aforesaid Transaction
and/or; (ii) delivery of goods / services sought by the Customer pursuant to the said
Transaction. Provided however if the Client is desirous of furnishing the Chargeback
Document, the Client shall do so within five (5) days (or such other period specified
by the Acquirer) of receiving notification of the Chargeback under paragraph 3.1 of
this Schedule I.

The Client agrees and acknowledges that (i) if the Client is unable to furnish
Chargeback Documents stipulated in paragraph 3.2 of this Schedule I and/or; (ii) the
Issuer is not satisfied with the Chargeback Documents furnished by the Client, then
the Issuer shall be entitled to order the Acquirer or Razorpay to effect a reversal of the
debit of the Chargeback Amount associated with the Chargeback such that the said
Chargeback Amount is credited to the Customer’s Payment Instrument.

Pursuant to paragraph 3.3 of this Schedule I and subject to paragraph 3.5, if the
Acquirer or the Issuer charges the Chargeback Amount to Razorpay, then the Client
agrees and acknowledges that Razorpay is entitled to charge such Chargeback

21
 Amount to the Client by way of deduction from the Transaction Amounts to be settled
to the Client subsequent to Razorpay incurring the charge of the Chargeback Amount.

The Client further agrees and acknowledges that following Razorpay incurring the
charge stipulated in paragraph 3.4, if the available Transaction Amounts are
insufficient for deduction of the Chargeback Amount, then Razorpay is entitled to
issue a debit note seeking reimbursement of the Chargeback Amount. The Client shall
reimburse the Chargeback Amount within thirty (30) days of receipt of the debitnote.

On the issuance of notice of termination under Clause 14, Razorpay reserves the right
to withhold from each settlement made during the Notice Period, a sum computed
based on a Stipulated Percentage (defined hereinbelow) for a period of one hundred
and twenty (120) days (“Withholding Term”) from the date of termination of this
Agreement. The sums so withheld shall be utilized towards settlement of
Chargebacks. After processing such Chargebacks, Razorpay shall transfer the
unutilized amounts, if any, to the Client forthwith upon completion of the
Withholding Term. The ‘Stipulated Percentage’ is the proportion of the Chargeback
Amounts out of the total Transaction Amounts settled during the subsistence of this
Agreement.

Notwithstanding anything contained in paragraph 3.6 of this Schedule I, if the amount

withheld pursuant to paragraph 3.6 is insufficient to settle Chargebacks Amounts
received during the Withholding Term, then Razorpay is entitled to issue a debit note
seeking reimbursement of the Chargeback Amount. The Client shall reimburse the
Chargeback Amount within thirty (30) days of receipt of the debit note.

4. REFUNDS

The Client agrees and acknowledges that subject to availability of funds received in
the NodalAccount pursuant to Transactions, the Client is entitled to effect Refunds.

The Client further agrees and acknowledges that initiation of Refunds is at the
discretion of the Client and Razorpay shall process a Refund only upon initiation of
the same on the Dashboard.

All Refunds initiated by the Client shall be routed through the same Acquirer that
processed the Transaction Amount related to the Refund.

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 SCHEDULE I-PART A
PAYMENT GATEWAY

Introduction

The Payment Gateway offers the Client a secure payment solution for their Platform and
mobile app. It enables the Client to receive payments from Customers using various payment
methods during checkout. Client can access real-time data and insights on money flow to take
informed business decisions.

How it Works

Client needs to integrate their website or app with the Payment Gateway, using the relevant
integration method. Once integrated, the Client can manage and monitor the payments using
the Dashboard. Also, reports and detailed statistics on payments, settlements and refunds are
available on the Dashboard to take better business decisions.

Process Steps

1. Client creates a Razorpay account.

2. Generates Razorpay API keys.
3. Integrates the Payment Gateway with the Platform using one of the integration
methods.
4. Performs a test run of the checkout process using the test mode.
5. Completes KYC process and goes live.
6. Customer makes a purchase on Platform and makes the payment.
7. Payment is authorized and bank deducts Transaction Amount from Customer’s
account.
8. Client captures the payment either manually or automatically.
9. Client receives the payment as per the settlement schedule.
10. If case of a Refund request, Client initiates a Refund to the Customer through the
option available on the Dashboard.

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 SCHEDULE I-PART B
SUBSCRIPTIONS

Introduction

Razorpay’s subscriptions product provides the Client the platform to create and manage
subscription plans for their Customers with automated recurring transactions.

With this product the Client can:

- Create multiple subscription plans for Customers.

- Automatically charge Customers based on a billing cycle that they control.
- Get instant alerts on payment activity as well as the status of subscriptions.

Billing Models

Razorpay subscriptions supports three different billing models:

- Fixed schedule and fixed amount: The Customer is charged a fixed amount at fixed
intervals of time.
- Fixed schedule and fixed amount plus add-ons: The Customer is charged a fixed
amount for a fixed time period, but is entitled to pay extra charges depending on the
extra services availed in that particular time period.
- Fixed schedule and variable amount: The Customer is charged over a fixed period of
time, but is entitled to pay as per the usage of the services in that particular time
period.

How it Works

There are two ways in which the Client can use this:

- Subscriptions via checkout

Integrate the subscription service with the checkout page on Platform. Customers can
choose their desired subscription plan on the Platform and make the authentication
payment via Razorpay's checkout page.

- Subscriptions via links

Create a custom subscription for Customers and send them a subscription link.
Customers click the link and are taken to a checkout page hosted by Razorpay where
they make the authentication payment via Razorpay's checkout page.

Razorpay automatically handles the invoicing for all subscriptions, providing an end-to-end
solution.

24
Process Steps

Subscriptions via checkout

1. Client creates different plans for their products or services.

2. Customer selects the plan from the Client’s website or application.
3. Once the Customer selects a plan, a subscription is created in Razorpay. The
subscription_id received in response is passed on to Razorpay checkout via the
checkout options.
4. On the Checkout form, the Customer enters the card details and clicks pay to make
the payment.
5. This acts as an authentication transaction. On successful payment, a customer is
created and linked to the subscription.
6. Automated charges on the subscription are now made as per the schedule defined by
the plan.

Subscriptions via links

1. Client creates a plan.

2. Client creates a subscription link.
3. They also add:
a. Plan details such as start date and number of billing cycles to be charged.
b. Upfront amount and add-ons, if any.
c. Customer details.
4. They send the subscription link to the Customer via email and SMS.
5. Customer clicks the link and is taken to the Razorpay checkout form.
6. Customer enters the card details and clicks pay to make the payment.
7. This acts as an authentication transaction. On successful payment, a customer is
created and linked to the subscription.
8. Automated charges on the subscription are now made as per the schedule defined by
the plan.

25
 SCHEDULE I-PART C
PAYMENT LINKS

Introduction

With Razorpay’s payment links product, the Client is empowered to collect payments from
Customers through securely generated web links. These links are shareable through SMS,
email, WhatsApp and other social media.

How it Works

With this product, the Client can:

- Create multiple payment links and configure their expiry dates.

- Share them through SMS, instant messages, emails and collect payments.
- Get instant alerts on payment activity as well as the status of payment links.
- Receive payment as per settlement cycle.

Process Steps

Individual payment links

1. Client creates a payment link by entering the amount, link description, Customer’s
phone number and email, and notification medium.
2. Client can empower the Customer to make partial payments as well. Partial payments
can be enabled during link creation.
3. The link is sent to the Customer.
4. The Customer accesses the link, makes the payment.
5. Client receives notifications of payment status and link expiration via webhooks. In
case of link expiry, Client can resend the link to Customer for payment.
6. The payment amount is settled into the Client’s account by the Nodal Bank as per the
settlement cycle.

Batch Creation

If Client needs to generate links in bulk, they can use the batch feature:

26
 1. Client downloads the sample file from the Dashboard. This file contains the necessary
headers and fields.
2. Client enters the amount, customer phone number and email, link description, partial
payment information.
3. They upload this file into the Dashboard.
4. The Dashboard processes this file and in case of any errors, displays the appropriate
message. Also, an error report is generated.
5. Client downloads this, fixes the errors and reuploads the file.
6. The file is processed and payment links generated and sent to the mentioned
Customers.

7. SCHEDULE I-PART D
PAYMENT PAGES

Introduction

Razorpay payment Pages lets the Client to instantly build a fully-customizable page through
which Customers can make payments. Clients can easily create a payment page from the
Dashboard and tie it to their site or app without any development effort.

Clients can choose one of the templates or create from scratch. They can customize the
payment form by adding logo and applying brand colors. Also, they can format description
text, add media and enable sharing options. Client can add a pay button on the Platform and
embed the payment page there.

How it Works

A payment page can be created easily from the Dashboard. The simple and intuitive user
interface lets the Client to quickly design a page tailored to suit their unique needs. The
Client can then embed this page on Platform to receive payments, or just share the custom
link on social media sites.

Process Steps

1. Client selects either a template or a blank page.

2. They add details such as page title, description, contact information and more. They
can also add social media sharing options and add terms and conditions.
3. Client creates a payment detail form containing the Transaction Amount and
Customer contact detail fields. They can enable Customers to either pay the stipulated
amount or enter a specific amount. Other custom fields can be added as well.
4. Client can configure page settings such as expiry date, custom URL and more.
5. They publish the page. A custom link is created to be shared with Customers through
emails, SMS and social media.

27
6. Customers arrive at the payment page, learn about event, enter the required details
and complete the payment.
7. Client receives the Transaction Amount (net of Permissible Deductions) as per the
settlement cycle.

28
 SCHEDULE I-PART E
INVOICES

Introduction

Creating and sending GST-compliant invoices is now made simple by Razorpay’s invoices
product. Client can generate and issue invoices to customers through email and SMS as a
link, and receive payments.

How it Works

Client can log onto the Dashboard to create invoices and perform other operations such as
update, cancel and delete. Invoices can be generated in bulk through APIs. Once an invoice is
issued, the Customer can initiate the payment.

Process Steps

1. Client creates an invoice with a unique Invoice number and enters a brief description.
2. Client adds the Customer from the dropdown list. Customer and their billing and
shipping addresses can also be created on-the-fly.
3. The issue and expiry date are selected.
4. Client adds the relevant line item and enters the quantity. Line items can be created
on-the-fly as well.
5. Client enables partial payments if need be, and issues the invoice.
6. Customer opens the link and makes the payment, fully or partially.
7. The amount Transaction Amount (net of Permissible Deductions) is settled to the
Client as per the settlement schedule.

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 SCHEDULE I-PART F
ROUTE

Introduction

Razorpay’s Route product eases out the payment complexity that inherently arises while
working with multiple vendors or accounts. It helps the Client to split payments between
various third parties, sellers or bank accounts and manage settlements, refunds, and
reconciliations singularly.

How it Works

With this product, the Client can:

- Create and enroll sellers or other third parties as linked accounts.
- Split payments and transfer funds to multiple linked accounts.
- Reverse transferred funds and manage customer refunds with automated reversals.
- Manage linked account settlements.
- Move from manual and file based reconciliation to a fully API driven one.

Process Steps

1. Client adds a linked account. They provide it access to the linked account Dashboard
and enables it to initiate customer refunds.
2. Client transfers a ‘captured’ payment to the linked account.
3. The amount is settled into the respective linked account’s bank account as per the
settlement cycle and the settlement schedule:
a. Client can defer settlement till mentioned otherwise.
b. Client can schedule settlement for a particular date.
c. Client can initiate settlement in the next available settlement slot.
4. In case the Customer seeks a Refund:
a. Client makes the Refund and initiates a reversal to obtain the funds back from
the linked account.
b. Client enables linked account to directly Refund the funds to the Customer.

30
 SCHEDULE I-PART G
SMART COLLECT

Introduction

Providing all Customers the same bank account complicates the reconciliation process for
businesses. Razorpay’s smart collect product eliminates this by creating a new virtual account
for every Customer that the Client needs to receive payment from.

This product allows the Client to accept payments of large sums (via NEFT, RTGS and
IMPS) through a virtual account. An account created by Razorpay, virtual account is linked to
the Client’s bank account.

How it Works

Client creates multiple virtual accounts using Dashboard or API. They share these account
details, that is, the account number and the IFSC code with the Customers. Once the
customers make the payment, the virtual account is closed.

Process Steps

Individual virtual account

1. Client creates virtual account by tagging it to a Customer. The Customer can be
created on-the-fly.
2. Client copies the account number and IFSC flashed on the screen or received as API
response and shares it with the Customer.
3. Customer makes the payment via NEFT, RTGS or IMPS.
4. On receipt of amount, Client closes the virtual account.

Batch Creation
1. Client creates a CSV/XLS/XLSX file containing the desired Customer and virtual
account data.
2. They raise a request to process the file on the support page as an existing Customer.
Also, they share the 14-character Razorpay merchant Id in email body.
3. Once Razorpay processes the file it is shared with the Client with a few new columns
appended per row.
4. If the accounts are created successfully, the row will contain the Razorpay Customer
ID, the virtual account ID (a newly created virtual account), and associated bank
account details.
5. If there is a failure, subsequent columns will have the error description.
6. The account details are shared with the customers to receive payments.

31
 SCHEDULE II

RAZORPAY FEES

Particulars Razorpay Fees

Setup charges -
Annual maintenance cost -

Credit Cards 2%

Debit Cards 2%
American Express Cards 3%
International Cards 3%
Net Banking 2%
Online Wallets 2%

UPI 2%

32
 SCHEDULE III

1. Adult goods and services which includes pornography and other sexually suggestive
materials (including literature, imagery and other media); escort or prostitution
services; Website access and/or Website memberships of pornography or illegal sites;

2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or
champagne;

3. Body parts which includes organs or other body parts;

4. Bulk marketing tools which includes email lists, software, or other products enabling
unsolicited email messages (spam);

5. Cable descramblers and black boxes which includes devices intended to obtain cable
and satellite signals for free;

6. Child pornography which includes pornographic materials involving minors;

7. Copyright unlocking devices which includes Mod chips or other devices designed to
circumvent copyright protection;

8. Copyrighted media which includes unauthorized copies of books, music, movies, and
other licensed or protected materials;

9. Copyrighted software which includes unauthorized copies of software, video games

and other licensed or protected materials, including OEM or bundled software;

10. Counterfeit and unauthorized goods which includes replicas or imitations of designer
goods; items without a celebrity endorsement that would normally require such an
association; fake autographs, counterfeit stamps, and other potentially unauthorized
goods;

11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories,
including herbal drugs like salvia and magic mushrooms;

12. Drug test circumvention aids which includes drug cleansing shakes, urine test
additives, and related items;

33
13. Endangered species which includes plants, animals or other organisms (including
product derivatives) in danger of extinction;

14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment
in online gambling sites, and related content;
15. Government IDs or documents which includes fake IDs, passports, diplomas, and
noble titles;

16. Hacking and cracking materials which includes manuals, how-to guides, information,
or equipment enabling illegal access to software, servers, website, or other protected
property;

17. Illegal goods which includes materials, products, or information promoting illegal
goods or enabling illegal acts;

18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed
as quick health fixes;

19. Offensive goods which includes literature, products or other materials that:
(a) defame or slander any person or groups of people based on race, ethnicity, national
origin, religion, sex, or other factors;
(b) encourage or incite violent acts; or
(c) promote intolerance or hatred;

20. Offensive goods, crime which includes crime scene photos or items, such as personal
belongings, associated with criminals;

21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which

includes explosives and related goods, toxic, flammable, and radioactive materials
and substances;

22. Regulated goods which includes air bags, batteries containing mercury, freon or
similar substances/refrigerants, chemical/industrial solvents, government uniforms,
car titles, license plates, police badges and law enforcement equipment, lock-picking
devices, pesticides, postage meters, recalled items, slot machines, surveillance
equipment, goods regulated by government or other agency specifications;

23. Securities which includes government bonds or related financial products;

34
24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related
products;

25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic
signal changers, and related products;

26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and
other armaments;

27. Wholesale currency which includes discounted currencies or currency exchanges;

28. Live animals or hides/ skins/ teeth, nails and other parts etc. of animals;

29. Multi-level marketing collection fees;

30. Matrix sites or sites using a matrix scheme approach;

31. Work-at-home approach and/ or work-at-home information;

32. Drop-shipped merchandise;

33. Any product or service which is not in compliance with all applicable laws and
regulations whether federal, state, local or international, including the laws of India;

34. Client providing services that have the potential of casting the Payment Gateway
Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the
cardholders when billed (e.g. adult material/ mature content/ escort services/ friend
finders) and thus leading to chargeback and fraud losses;

35. Businesses or website that operate within the scope of laws which are not absolutely
clear or are ambiguous in nature (e.g. web-based telephony, website supplying
medicines or controlled substances, website that promise online match-making);

36. Businesses out rightly banned by law (e.g. betting & gambling/ publications or
content that is likely to be interpreted by the authorities as leading to moral turpitude
or decadence or incite caste/ communal tensions, lotteries/ sweepstakes & games of
chance);

37. Clients who deal in intangible goods/ services (eg. software download/ health/ beauty
products), and businesses involved in pyramid marketing schemes or get-rich-quick
schemes and any other product or Service, which in the sole opinion of either the

35
 Partner Bank or the Acquiring Bank, is detrimental to the image and interests of either
of them / both of them, as communicated by either of them/ both of them to the Client
from time to time. This shall be without prejudice to any other terms & conditions
mentioned in this Agreement;

38. Mailing lists;

39. Virtual currency, cryptocurrency, prohibited investments for commercial gain or

credits that can be monetized, re-sold or converted to physical or digital goods or
services or otherwise exit the virtual world;

40. Money laundering services;

41. Database providers (for tele-callers);

42. Bidding/ auction houses;

43. Activities prohibited by the Telecom Regulatory Authority of India; and

44. Any other activities prohibited by Applicable Law.

The above list is subject to additions/ changes (basis changes/ amendments to applicable
laws) by Razorpay without any prior intimation to you.

36