TERMS OF SERVICE

Effective Date: July 1, 2019

Note 1: https://www.visa.ca/en_CA/support/small-business/interchange.html
Note 2: https://www.mastercard.ca/en-ca/merchants.html

Business with Paytm Terms of Service - Canada (this “Agreement”) constitutes a legal agreement between you (“Merchant”, “User,” “You” or “Your”) and Paytm Labs Inc. (“Paytm Labs” “Paytm,” “We,” “Our” or “Us”) and governs Your access to and use of Paytm Labs’ merchant payment processing services (the “Service” or “Business with Paytm”). To use the Service, you must agree to all the terms of this Agreement. “You” includes the business registering for the Service, the business owner or principal and the individual registering the business for the Service.

This Agreement is in addition to Paytm Labs’ Merchant Services Terms of Use (“Paytm Labs TOU”) which govern the use of the Paytm Merchant Services website and Paytm’s privacy policy available by clicking “Privacy Policy” hyperlink at the bottom of the Paytm Merchant Services Website (“Privacy Policy”), both of which also apply to Your Business with Paytm. To the extent there is any conflict between the Paytm Labs TOU and this Agreement, the terms of this Agreement shall prevail only with respect to Business with Paytm. Capitalized terms not expressly defined in this Agreement have the meaning given to them in the Paytm Labs TOU.

PLEASE READ THIS AGREEMENT AND THE PAYTM LABS TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. EACH TIME YOU USE THE SERVICE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS AGREEMENT AND THE PAYTM LABS TOU IN THEIR THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE PAYTM LABS TOU, DO NOT USE OR ACCESS BUSINESS WITH PAYTM. YOUR CONTINUED USE OF AND/OR ACCESS TO THE SERVICE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE THEN-CURRENT VERSION OF THIS AGREEMENT AND THE PAYTM LABS TOU.

If at any time you do not, cannot or no longer wish to comply with this Agreement and/or the Paytm Labs TOU, your sole and exclusive remedy is to discontinue using and/or accessing the Service, and you shall have no other recourse or remedy against Paytm Labs or any of its employees, agents or representatives. By using the Service, you agree to be bound by the terms and conditions of this Agreement. Your failure to comply with these terms and conditions may result in immediate suspension or termination, or both, of Business with Paytm and/or any other Service(s).

A. Business with Paytm Service

This Service allows you to accept payments initiated with credit cards or debit cards bearing the trademarks of Visa, MasterCard or Interac or other credit or debit card networks (collectively, the “Networks”). These transactions are between you and the people who pay you (“Customers”).

To facilitate your receipt of payment, Paytm Labs initiates the payment process by providing information to a third-party payment processor (the “Payment Processor”). The Payment Processor relays information to a bank (the “Bank”), that is a member of the Networks. Paytm Labs is not a Bank or a Payment Processor. Our obligation to pay you as the Merchant is subject to:

1. the provisions of our agreement with the Bank and/or Payment Processor; and
2. the “Operating Regulations” of the particular Network.

B. Registration and Account

Registration

The Service is offered to persons in Canada operating a business selling goods or services. To use the Service, you must register with Paytm Labs to create a Business with Paytm account (the “Paytm Payment Account”) and you must be at least the age of majority in the Canadian province or territory in which you reside at the time you register. You may register as an individual (sole proprietor) or as a company or other business entity. If you register as a company or other business entity, you must provide information about the business, as well as information about an owner or principal of the business and you (meaning the individual registering) must be authorized to act on behalf of the business. By registering for a Paytm Labs Account, you represent and warrant that you are registering on your own behalf, or that you are registering on behalf of a business or nonprofit organization and you have the authority to enter into this agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization.

During the registration process, Paytm Labs collects information about the business owner, including (at a minimum) their:

1. Name,
2. Address,
3. Date of birth,
4. Social Insurance Number (optional),
5. Business name,
6. Business number,
7. Telephone number, and
8. Website

Paytm Labs may request supplemental documentation for identity verification at any time and you agree to provide said documentation upon request. This documentation may include, but is not limited to:

1. a government-issued identification (such as a passport or driver’s license),
2. business licence
3. articles of incorporation

We may also require additional information for underwriting and other purposes as set forth below.

Location

Only Canadian businesses (including sole proprietors) and nonprofit organizations may register for the Service. You must be either:

1. Canadian citizen
2. a legal permanent resident of Canada, or
3. an authorized Canadian business or non-profit organization having a physical presence in Canada.

Each Paytm Payment Account requires a valid Canadian bank account.

Verification & Accuracy

You must provide accurate and complete information. If we cannot verify that the information you provide is complete and accurate, we may deny your use of the Service, or close your Paytm Payment Account. You agree to immediately notify us if you discover that any information which you provided to us is inaccurate or out of date and to immediately correct and update all such information as necessary from time to time.

You authorize Paytm Labs, directly or through inquiry of third parties, to verify the accuracy of any information you provide. If you are a business owner or principal of the business registering, you authorize Paytm Labs, directly or through inquiry of third parties, to obtain a consumer report on you from a consumer reporting agency. We may periodically obtain additional credit reports to determine whether you continue to meet the requirements for the Service.

Underwriting and Sharing Information

Paytm Labs may share some or all of the information about you, your website and business, your use of this Service and your transactions with our service providers (and their respective affiliates, agents, subcontractors, and employees, as necessary), in order to create your Paytm Payment Account and complete our onboarding and KYC processes, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. You agree that Paytm Labs and its service providers (and their respective affiliates, agents, subcontractors and employees, as necessary) are permitted to conduct monitoring of your Merchant website and payment transactions for the purposes of security, fraud prevention, information validation, compliance and integrity monitoring. The Networks may use your name, address, and website address (URL) in any media from time to time in lists of Merchants published by the Networks. At any time, Paytm Labs, its processor or its other partners may conclude that you will not be permitted to use the Service.

You agree that Paytm Labs is permitted to contact banks and other financial institutions, your Customers or your Customer’s bank and obtain information, as permitted by applicable law, about the business registering for the Service, the business owners or principals and accounts held by the business, business owners or principals. Paytm Labs is also permitted to share information about you in accordance with our Privacy Policy. This includes sharing information:

1. for regulatory or compliance purposes,
2. for use in connection with the management and maintenance of the Service,
3. for the maintenance of customer records about you and to assist us in better serving you, and
4. to conduct Paytm Labs' risk management process

C. Accounts and Fees

Settlement Account

By agreeing to this Agreement, you authorize us to hold, receive, and disburse funds on your behalf. You authorize Paytm Labs to instruct the Bank on the manner in which your card transaction settlement funds should be disbursed and the timing of such disbursements. Any funds held by us on your behalf will be referred to as your “Settlement Account,” but such funds are held by us and commingled with other Merchants’ funds in one or more pooled accounts. These pooled accounts are established in Paytm Labs' name for this purpose. Creation and maintenance of pooled accounts are done at our sole discretion. Paytm Labs has no right, title or interest in any account in which Merchant funds are held.

Funds associated with your Settlement Account will be held by us in a pooled account as described above, but separate from any account used for our corporate funds. We will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make your funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach to your funds. You will not receive interest or any other earnings on any funds held by Paytm Labs in association with your Settlement Account. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to Paytm Labs holding your funds in the Settlement Account or Reserve (defined below).

You agree that you have no right to direct the funds in the Settlement Account and that you may not assign any interest or grant any security interest or lien in the Settlement Account to a third party.

Your authorizations set forth herein will remain in full force and effect until your Paytm Labs Payment Account is closed or terminated.

If you carry a negative balance in your Settlement Account for an extended period of time (as defined by us), we may close your Settlement Account, we may terminate the Service provided to you and we may pursue legal action or other collection efforts.

Designated Merchant Bank Account

You are required to provide information regarding a valid Canadian bank account (“Designated Merchant Bank Account”), and you must authorize us to debit or credit the Designated Merchant Bank Account for amounts owed to you or by you in connection with the Service. You agree that we shall have the right to deduct funds from the Merchant Designated Bank Account to cover any amounts owed by you to either of us and you agree to provide us with a completed pre-authorized debit agreement in the form we request (your “PAD Authorization”).

Processing Errors

We will attempt to fix the processing errors we discover. If the error resulted in your receipt of fewer funds than you were entitled, we will credit your Settlement Account for the difference. If the error results in your receipt of more funds than you were entitled, Paytm Labs will debit the extra funds from your Settlement Account or your Designated Merchant Bank Account. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. You must notify us of any errors in payments made to you within sixty (60) days of the error first appearing on your electronic transaction history. Failure to notify us of a processing error within such sixty (60) days will be deemed a waiver of any right to additional funds as a result of the error. We will only correct transactions that you process incorrectly if you notify us of such an error.

Reserve

At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Settlement Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks on a payment card network, disputes with your Customers, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history. The Reserve may be raised, reduced or removed at any time by Paytm Labs, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against, or otherwise as Paytm Labs may determine or require, including in consultation with, or at the direction of, the Payment Processor or the Bank.

If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Settlement Account, including the Designated Merchant Bank Account or any amount we owe you, including but not limited to any funds:

1. credited to you or your Settlement Account, Designated Merchant Bank Account or any other funding source associated with your Settlement Account,
2. due to you under this Agreement, or
3. available in any account, or other payment instrument registered with us.

You grant us a security interest in the funds in your Settlement Account and Designated Merchant Bank Account, including any Reserve, and those funds will be available to Paytm Labs for amounts you owe to us. You agree to execute any additional documentation required for us to perfect our security interest in any funds in your Settlement Account, Designated Merchant Bank Account or the Reserve. This security interest survives for as long as there are funds in your Settlement Account, Designated Merchant Bank Account or Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

Our Fees

You agree to pay our fees (the “Fees”) for use of the Service as described in the Fee Disclosure Box and Other Fee Disclosure Box that are set out at the beginning of this Agreement. We will withhold these Fees from amounts due to you from your Payment Transactions or debit your Settlement Account or your Designated Merchant Bank Account in accordance with your PAD Authorization.

We reserve the right to change our Fees at any time by notifying you at least ninety (90) days in advance of the change. By continuing to use the Service after being notified of a change, you consent to the change in Fees. To withdraw your consent, you must discontinue using the Service. All Fees, charges, and payments collected or paid through the Service are in Canadian dollars.

Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service (“Taxes”). You are solely responsible for collecting, withholding, reporting and remitting correct any Taxes to the appropriate tax authority. Paytm Labs is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report or remit any Taxes to any tax authority arising from your use of the Service.

Paytm Labs will report payments and other information related to this Service to regulatory or government authorities as required by law.

D. Use Restrictions

Restricted Use

You will not, and will not to allow third-parties, agents, affiliates or designees to:

1. Act as a money services business, money transmitter, payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party;
2. Use the Service to handle, process or transmit funds for any third party;
3. Abuse the payment system or violate the Operating Regulations, in the reasonable opinion of the Networks or Paytm Labs;
4. Use the Service to process cash advances;
5. Sell, resell, lease, or the functional equivalent, the Service to a third party;
6. Attempt to create a substitute or similar service through the use of, or access to, the Service;
7. Use the Business with Paytm to export or re-export any Service(s) or content thereon or any portion thereof, in violation of the export control laws and regulations of Canada or any other country; or
8. Attempt to create a substitute or similar service through the use of, or access to, the Service;
9. Use the Services, or a component of the Services, in a manner not authorized by Paytm Labs or outside of the intended use of the Service.

In addition, you agree not to, and not to allow third-parties, agents, affiliates or designees to, access or use the Service:

1. Except as required in connection with the Business with Paytm Service, to post, store, e-mail, upload, scan or otherwise provide to Paytm Labs, either directly or indirectly, otherwise confidential information to the Service, including, without limitation, any third party’s payment information, or your or any third party’s social security, social insurance, or alternate government-issued identity numbers, non-public phone numbers, or non-public email addresses. This prohibition includes but is not limited to the posting or storing of images or scans containing such prohibited information;
2. To post, transmit, or distribute content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others;
3. To violate, or encourage the violation of, the legal rights of others;
4. For any illegal, unlawful, invasive, infringing, defamatory or fraudulent purpose;
5. To collect, or attempt to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;
6. To send unsolicited offers, advertisements, proposals, or junk mail or spam to others;
7. To, intentionally or otherwise, distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
8. To interfere with the use of the Service, or the equipment used to provide the Service, by customers, or other authorized users;
9. To alter, disable, interfere with or circumvent any aspect of the Service;
10. To violate the security of Business with Paytm or attempt to gain unauthorized access to any Service, or Paytm Labs' computer systems or networks connected to any server associated with Paytm Labs; or
11. To attempt to reverse engineer Business with Paytm or any other Service or any component thereof.

Unauthorized or Illegal Use

In addition, you will use commercially reasonable efforts to prevent unauthorized use of the Service and to immediately disable and terminate any unauthorized use. You are responsible for all use of your Paytm Payment Account and your User ID and other access information (e.g. passwords, if any). You will promptly notify Paytm Labs of any unauthorized use of, or access to, the Service of which you become aware.

Paytm Labs may suspend, disable, or change your Paytm Payment Account or User ID (or password) at any time if Paytm Labs believes that any of your access information has been compromised, that you or someone using your Paytm Payment Account is a threat to the integrity or security of any Service(s), or if Paytm Labs has another reasonable basis for doing so.

Paytm Labs may refuse to settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement, or exposes you, other Business with Paytm users, our Payment Processor, the Bank or us to potential harm. Harm includes, but is not limited to, any risk of loss or damage, fraud and other criminal acts.

If we have reason to suspect unauthorized, illegal, or criminal activity, we will share information about you, your Paytm Payment Account, your Settlement Account and any of your transactions with law enforcement as necessary and as permitted by law.

Prohibited Payment Activities

• Adult content
• Airlines
• Alimony, child support, or other court-ordered payments
• Bail bonds
• Bankruptcy lawyers
• Bidding fee auctions (a.k.a. penny auctions)
• Business physically located outside Canada
• Buyers clubs, discount clubs or membership clubs
• Chain letters
• Cheque cashing, or payment for a dishonored cheque
• Computer repair or maintenance services
• Cruise lines
• Credit counseling or credit repair agencies
• Credit protection or identity theft protection services
• Counterfeit goods
• Debt collection, consolidation, or reduction services
• Digital currencies
• Direct marketing of subscription offers
• Distressed property sales and marketing
• Door to door sales
• Drugs, drug paraphernalia, or items that may represent them
• Equities (including stocks, bonds, or any other ownership position in a corporation)
• Factoring, liquidators, bailiffs, bail bondsmen
• Financial services, such as cash advances, bill payment, loans, prepaid cards, wire transfers, or sales of money orders or foreign currency
• Firm selling “get rich quick” schemes, business opportunities, investment opportunities, mortgage consulting, real estate purchase with No Money Down, mortgage reductions services, credit repair or protection, etc.
• Gambling or betting, including lottery tickets, casino gaming chips, fantasy football, memberships on gambling-related internet sites
• Goods or services to be delivered more than four (4) months in the future, with the intention of gaining return on investment
• Hate, violence, racial intolerance, or the financial exploitation of a crime
• Infomercial merchants
• Internet auctions
• Internet pharmacies or pharmacy referral sites
• Inbound or outbound telemarketing businesses including lead generation businesses
• Licensed or franchised goods or services
• Medical equipment
• Multi-level marketing businesses
• Obscene or pornographic items
• Pharmaceuticals, including medical marijuana
• Political parties
• Prepaid phone cards or phone services
• Prostitution, escort services, massage parlors, and related sexual services
• Real estate or motor vehicle sales
• Rebate or upsell programs
• Scrip-dispensing terminal
• Telecommunications (including wireless, cable, satellite, wireline, and ISP)
• Timeshares, timeshare resales and related marketing
• Tobacco, cigarettes, e-cigarettes, or cigar stores
• Travel industry (including car rental, lodging, and other travel tour operators)
• Unlawful activities or items, or activities or items that encourage, promote, facilitate others regarding the same
• Violent acts or activities or items that encourage, promote, facilitate others regarding the same
• Weapons, ammunition or other accessories
• Weight loss programs

Discounts and Surcharging

In Canada, the Networks’ Operating Regulations permit merchants to provide discounts for different methods of payments and to provide differential discounts among different payment card networks. Charging your Customers a surcharge to pay with a credit card is generally not permitted and, in future, may only be done in compliance with the Operating Regulations of each Network.

E. Transactions and Settlement

Accepted Forms Of Payment

Payment Cards: Paytm Labs supports most domestic credit, debit, prepaid or gift cards bearing Visa, MasterCard or Interac trademarks. In addition, Paytm Labs supports most international cards bearing these trademarks. We may add or remove support for certain payment cards at any time without prior notice. You agree to accept the types of payment cards you selected during the onboarding process.

EFT Bank Payments: Paytm Labs permits you to accept electronic EFT payments from a Customer’s bank account via pre-authorized debit or Interac e-transfer. The clearing and settlement of bank payments is controlled and managed by Payments Canada and member banks. All bank payments that we process for you are subject to Payments Canada’s rules and the Operating Regulations of Interac.

You understand that your customers' consent is required to debit their bank account and that we will provide a form of PAD agreement to provide to your customers to obtain such consent. You will be the originator of each PAD and we will initiate each PAD on your behalf and will credit the debited funds to your Settlement Account. Note that PADs are processed through the Payments Canada system and may require up to 5 business days to clear and an additional 2 business days to be credited into your Settlement Account. You are responsible for informing your Customers of the processing time for PADs.

Where your customer chooses to pay by Interac e-Transfer, you understand that your customer will transfer funds to us on your behalf and that we will credit such funds in your Settlement Account.

Payment Transactions

Payment Transactions are indicated as Payment, Recurring Payment or Refund, and are submitted to Paytm Labs automatically and immediately when the customer completes the Payment Transaction.

“Payment” indicates that a transaction has cleared and the funds are available in your Settlement Account. If Paytm Labs determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, Paytm Labs may reverse or refund the transaction at any time.

“Recurring Payment” You may use some Services to receive recurring or subscription payments from your Customers. If you use the Service to submit these recurring or subscription payments, you agree to comply with applicable Laws, including clearly informing Customers in advance of submitting the initial Payment that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.

“Refund” indicates that a transaction has been reversed, in whole or in part, or cancelled. This could be due to you issuing a refund at a Customer’s request, or due to us initiating a chargeback. At any time, generally up to 90 days, or longer as defined by the Networks, from the transaction date, a transaction may be disputed by the Customer. Any such disputes resolved in favour of the Customer may result in a reversal or chargeback of the disputed transaction. We also have a right to chargeback a Payment Transaction if the transaction does not comply with this Agreement or otherwise in accordance with the Operating Regulations. You can contact our support team (through your Paytm Payment Account) for more information on refunds and chargebacks. Although payments are refunded, the removal of an authorization on a Customer credit card or a return of funds to a Customer bank account may not be immediate and Paytm Labs cannot guarantee funds availability within a specific timeframe. You understand that as the Merchant you will be responsible and liable for any refunds, chargebacks and returns of Payments.

Upon receipt of a Payment Transaction by Paytm Labs, Paytm Labs immediately submits the Payment Transaction to the Payment Processor, following which, the Customer’s chosen payment method (payment card or bank account) account will be charged. You agree that the Customer’s payment obligation to you is fulfilled at the time of our submission of the Payment Transaction to our Payment Processor. You agree not to attempt to collect or otherwise seek payment from the Customer directly. You agree that the Customer is a third-party beneficiary of the preceding two sentences.

Paytm Labs reserves the right to limit or restrict transaction size or volume at any time. We will consider a variety of factors in making this decision and will make this determination at our sole discretion.

Payout Schedule

Subject to our rights under this Agreement to withhold, set-off or otherwise deduct funds from your Settlement Account balance or your Designated Merchant Bank Account, funds credited to your Settlement Account will be transferred by us to your Designated Merchant Bank Account according to the transfer schedule displayed in your Paytm Payment Account.

Settlements by us to your Designated Merchant Bank Account may be limited or delayed based on your perceived risk and history with Paytm Labs. We will consider a variety of factors in making this decision and will make this determination at our sole discretion. Should Paytm Labs need to conduct an investigation or resolve any pending dispute related to your Settlement Account or the Service provided to you, Paytm Labs defer payout or restrict access to your funds for the entire time it takes us to do so.

All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Paytm Labs' sole discretion.

F. Security

Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

Paytm Labs' Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

If you discover a security-related issue, you agree to inform us of the issue immediately by contacting merchantsupport@paytm.ca, with Attention to "Paytm Labs Security Team" with your merchant ID from your registered merchant email. You also agree not to disclose the issue until Paytm Labs has addressed it, except that you may disclose the issue where required by law or contract.

Cardholder Data Security

“Cardholder Data” is information associated with a payment card, such as account number, expiration date, and CVV / CVC.

If you handle, transmit, or store any Cardholder Data in connection with your use of the Service or the Paytm Labs API, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with the Operating Regulations, or when asked by Paytm Labs to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

Unless you receive the express consent of your Customer, you may not retain, track, monitor, store, disclose or otherwise use Cardholder Data except for the transaction for which it was given.

G. Roles and Responsibilities

Paytm Labs' Role

Paytm Labs provides data processing services for Merchants. Paytm Labs is a Payment Service Provider (“PSP”) and not a bank or a financial entity. We do not offer banking or financial services.

As a PSP, Paytm Labs collects, analyzes and relays information generated in connection with payments between Customers and Merchants. You authorize Paytm Labs to provide this information to the Payment Processer and the Bank in order for the Bank to facilitate payments from Customers to you through the Networks. The Bank will settle all Payment Transactions with Paytm Labs and Paytm Labs will settle all Payment Transactions with you in accordance with this Agreement.

In order to act as a PSP, Paytm Labs must enter into agreements with the Networks, the Payment Processor and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

Conversion to Direct Agreements with Payment Processor or Network

You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive more than $1,000,000 in Visa payments from Visa or $1,000,000 in MasterCard payments in a twelve-month period. By accepting this Agreement (by "click-through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legally binding contract between You, on the one hand, and, if applicable, Paysafe Merchant Services Inc. (the processor), and its designated Member Bank.

Paytm Labs is not a party to the Merchant Services Agreement (Exhibit A) and is not liable to you in respect thereof. By accepting this Agreement and the Merchant Services Agreement you are agreeing to the creation of an account with the Processor for Payment Processing (the “Processor Account”). We reserve the right to change the Payment Processor, subject to the terms of our agreement with Payment Processor.

Customer Service Provided by Merchants

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfilment, order cancellation by you or the Customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Paytm Labs. If your Customer’s payment is rejected or returned for any reason, Paytm Labs shall not be liable for any fees, including a nonsufficient funds (“NSF”) fee, that you may choose to charge your Customer. Paytm Labs does not permit a Merchant to charge a Customer an electronic NSF fee through the Service. You will cooperate with Paytm Labs to assure that Customers have access to clear customer service information, including an active customer service email address or telephone number.

Refunds Provided by Merchants

You agree to process returns of and provide refunds and adjustments for goods or services through your Paytm Payment Account in accordance with this Agreement and the Operating Regulations.

The Operating Regulations require that you will:

1. maintain a fair return, cancellation or adjustment policy;
2. disclose your return or cancellation policy to Customers at the time of purchase,
3. not give cash refunds to a Customer in connection with a payment card sale, unless required by law, and
4. not accept cash or any other item of value for preparing a payment card sale refund.

The amount of the refund or adjustment must include all taxes required to be refunded and must not exceed the original sales total excepting for any reimbursement to the customer to cover shipping costs for the return of merchandise.

You may process refunds and adjustments through the Service at any time. These refunds and adjustments are subject to this Agreement and the Operating Regulations. If your Settlement Account balance is insufficient to cover the refund, you authorize Paytm Labs to withdraw sufficient funds from your Designated Merchant Bank Account to credit back to your Customer’s account in accordance with your PAD Authorization.

Your refund policies must be the same for all payment methods. When processing a full refund, Paytm Labs will refund the Fees for the transaction so your Customer receives the full purchase amount. If your refund policy prohibits returns or your Customer is dissatisfied with your refund policy, the Customer may chargeback the payment.

Merchant’s Liability for Chargebacks and Returns

The amount of a payment may be charged back to you and deducted from your Settlement Account or Designated Merchant Bank if

1. it is disputed by a Customer,
2. it is reversed for any reason,
3. it was not authorized or we have any reason to believe that the transaction was not authorized, or
4. it is unlawful, suspicious, or in violation of the terms of this Agreement.

You are liable for all chargebacks and returns, whether or not the chargeback or return complies with the Operating Regulations.

Merchant’s Compliance Obligations

You agree to comply with the Networks’ Operating Regulations and rules applicable to merchants in your use of the Service and all applicable Network Operating Regulations are incorporated y reference into this Agreement. The Networks make excerpts of their respective Operating Regulations available on their websites (including visa.ca, mastercard.ca) and we will use reasonable efforts to make links to current Network Operating Regulations available to you on the Paytm Merchant Services website, but the Operating Regulations may change from time to time without notice to you or us. We will have no liability to you for failing to provide access to the current Operating Regulations, and you remain solely responsible for complying with the current Operating Regulations at all times.

How Paytm Labs Handles Chargebacks and Returns

In the event of a disputed transaction, Paytm Labs will withdraw funds for the amount of any chargeback or return and any associated Fees, fines, or penalties assessed by the Bank, the Payment Processor or the Networks. If you do not have sufficient funds in your Settlement Account or Designated Merchant Bank Account, we will have the remedies set forth in the “Our Set-off and Collection Rights” section of this Agreement. If you have pending chargebacks or returns, we may delay or reduce payouts to you.

If Paytm Labs reasonably believes that a chargeback or return is likely with respect to any transaction, we may withhold the amount of the potential chargeback or return from payments otherwise due to you under this Agreement until such time that:

1. a chargeback or return is assessed due to a Customer’s complaint, in which case we will retain and refund the funds through the Bank;
2. the period of time under applicable law or Operating Regulation by which the Customer may dispute that the transaction has expired; or
3. we determine that a chargeback or return on the transaction will not occur.

If we determine, in our sole discretion, that you are incurring an excessive amount of chargebacks or returns, Paytm Labs may establish controls or conditions governing your Settlement Account and Service, including without limitation, by

1. assessing additional Fees,
2. creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees,
3. delaying payouts, and
4. terminating or suspending the Service or closing your Paytm Payment Account.

You acknowledge that we may be required to report your name to the Bank and/or one or more of the Networks if you experience excessive chargebacks or excessive returns, and you waive any claims you may have as a result of such reporting. You agree to assist us when requested, at your expense, in the investigation of any transactions you have processed through the Service. To that end, you permit us to share information about a chargeback or return with the Customer, the Customer's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We may request necessary information from you to contest the chargeback or return. If the chargeback or return is contested successfully, we will release the reserved funds to you. If a dispute is not resolved in your favour by the Networks or issuing bank or you choose not to contest the chargeback or return, Paytm Labs may recover the chargeback or returned amount and any associated Fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing us with the necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating such disputes.

Our Set-off and Collection Rights

To the extent permitted by law, we may set off against any balances in your Settlement Account and your Designated Merchant Bank Account, or against any amounts due to you, for any obligation, you owe us under this Agreement, including without limitation any chargebacks or returns. All Fees are charged at the time of transaction processing and are first deducted from the transferred or collected funds and thereafter from your Settlement Account and then from your Designated Merchant Bank Account. If you do not have sufficient funds in such accounts, we may collect from any funding source associated with your Settlement Account, or from any other account under your control, or from any funding source associated with such other account, including but not limited to any funds:

1. deposited by you,
2. due to you under this Agreement, or
3. available in your bank account, or other payment instrument registered with the Bank.

Your failure to pay, in full, amounts that you owe us on demand will be a breach of this Agreement. You will be liable for all costs and expenses incurred by or on behalf of us in association with collection in addition to the amount owed, including without limitation legal fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1.5%) per month (which corresponds to an annual interest rate of 18%). In its discretion, Paytm Labs may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided by you to Paytm Labs. Such communication may be made by Paytm Labs or by anyone on its behalf, including but not limited to a third-party collection agent.

Complaint Handling Process

If you have a complaint, please contact our customer support team here (or through your Paytm Payment Account).

If you have a complaint in respect of the Code of Conduct for the Credit and Debit Card Industry in Canada, please contact Paytm Labs here.

You also may contact the Financial Consumer Agency of Canada (the “FCAC”) by writing to the address below. You can reach the FCAC at 1-866-461-3222.

Financial Consumer Agency of Canada
6th Floor, Enterprise Building
427 Laurier Ave. West
Ottawa, Ontario K1R 1B9, Canada

Dormant Accounts

If there is no activity in your Settlement Account (including access or Payment Transactions) and we have been unable to transfer the funds to your Designated Merchant Bank Account for the period of time set forth in the applicable unclaimed property laws, and you have a credit balance in your Settlement Account, we may notify you by sending an email to your registered email address. We may also notify you by regular mail. We may give you the option of keeping your Settlement Account open, requesting a transfer to a Designated Merchant Bank Account, or requesting a cheque. If you do not respond to our notice within the time period specified in the notice, we may close your Settlement Account and deal with unclaimed balances in accordance with applicable law.

H. Termination

Termination

If your Paytm Payment Account is terminated for any reason, you agree:

1. to continue to be bound by this Agreement,
2. to immediately stop using the Service,
3. that we reserve the right (but have no obligation other than as described in our Privacy Policy) to delete all of your information and Paytm Payment Account data stored on our servers, and
4. that Paytm Labs shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Paytm Payment Account data, or export of your information or Paytm Payment Account data.

Your Right to Terminate

If you choose to terminate this Agreement, you may do so at any time by notifying us that you wish to terminate the Service. Any funds held for you by us in your Settlement Account at the time of termination of the Service, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Paytm Payment Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Paytm Payment Account, we may hold your funds until the completion of such investigation. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.

Our Right to Terminate

Upon notice to you, we may terminate this Agreement and terminate the Service for any reason with or without cause. We may choose to terminate providing the Service to you without terminating your other Paytm Labs services. We may also suspend your access to the Service and we may suspend access to your Paytm Payment Account (including the funds in your Settlement Account) if you:

1. have violated the terms of Paytm Labs' policies or this Agreement,
2. have been reasonably deemed, in our sole discretion, to pose an unacceptable credit or fraud risk to us, or
3. have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct

Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

I. Warranties and Limitation of Liability

Limitations on Paytm Labs' Responsibility

Paytm Labs makes no representations or guarantees regarding Merchants or Customers utilizing our Service. Use of our Service in no way represents any endorsement by Paytm Labs or by any Network, of a Merchant’s or Customer’s existence, legitimacy, policies or practices. Paytm Labs does not have control of, or liability for, goods or services that are paid for with the Service.

Paytm Labs is providing a service, but making no claims about the quality of the people using it (even though I’m sure most of you are great people!) or the good/services being sold.

If you operate a charitable organization, you may use Paytm Labs to accept payments by registering as a Merchant. It is the responsibility of the Merchant and specifically not Paytm Labs, to appropriately classify their organization and transactions, issue any required reports and receipts, and make any required tax or other filings. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. Paytm Labs specifically disclaims any liability in this regard.

We may require you to submit proof such as your Canada Revenue Agency determination letter to verify your tax-exempt status.

Representations and Warranties

You represent and warrant to us that:

1. you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement;
2. the name provided by you when you registered for the Service is your name, or the business name, under which you sell goods and services;
3. each Payment Transaction submitted by you will represent a bona fide sale by you;
4. each Payment Transaction submitted by you will accurately describe the goods and/or services sold and delivered to a customer;
5. you will fulfil all of your obligations to each Customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Customer;
6. you and all transactions initiated by you will comply with all federal, provincial, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations and the Operating Regulations of the applicable network;
7. except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity;
8. you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;
9. your use of the Service will be in compliance with this Agreement.

Paytm Labs makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable laws of Canada, including but not limited to export and import regulations. You may not use the Service unless you are a resident of Canada. You may not use the Service if you are a foreign person or entity blocked or denied by the Canadian government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in Canada.

Disclaimer of Warranties by Paytm Labs

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PAYTM LABS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, PAYTM LABS, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

PAYTM LABS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PAYTM LABS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Indemnification

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable lawyers’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to:

1. Any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations;
2. your wrongful or improper use of the Service;
3. Any Payment Transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
4. your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
5. your violation of any law, rule or regulation of Canada or any other country; or
6. Any other party's access and/or use of the Service with your unique username, password or other appropriate security code.
7. your use of the Service for dishonest or fraudulent purposes.

Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PAYTM LABS, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL PAYTM LABS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYTM LABS, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL PAYTM LABS, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

J. General

Business Use Only.

Neither party should be held liable for a delay or failure in performance of this Agreement for Services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third-party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.

Force Majeure.

All provisions of these Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. If any of these Agreement should be determined to be unenforceable the remaining Agreement shall survive and remain in full force and effect and continue to be binding and enforceable.

Severance.

Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.

You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.

Interpretation.

The division of this Agreement into sections and the inclusion of section headings contained in this document are for reference purposes only and shall not affect the construction or interpretation of this Agreement. The singular includes the plural, and the plural includes the singular. All references to “herein,” “hereunder,” “hereinabove,” or like words shall refer to this Agreement as a whole and not to any particular section, subsection, or clause contained in this Agreement. The terms “include” and “including” are not limiting. Reference to any agreement or other contract includes any permitted modifications, supplements, amendments, and replacements.

No Waiver, Remedies.

No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder (or to insist upon the strict performance in any respect or on any occasion) shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default.

The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided to Paytm under Applicable Law.

Assignment

This Agreement and any rights granted hereunder may not be transferred or assigned by you but may be assigned by Paytm Labs without restriction or consent.

Amendment of Agreement

Other than in respect of any change in Fees, we reserve the right to modify or add to this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including but not limited to notice on our website or any other website maintained or owned by us and identified to you. Any use of the Service after our publication of any such changes shall constitute your acceptance of the then-current version of this Agreement. You may not modify or amend this Agreement unless we agree to such modification or amendment in a written instrument signed by a duly authorized representative of Paytm Labs. For the purposes of this section, a written instrument shall expressly exclude electronic communications such as email and electronic notices including facsimiles.

Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

Headings

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.

Exhibit A: Merchant Services Agreement

For the latest version of the Merchant Service Agreement that applies as per Section G - please see here:

https://www.paysafe.com/fileadmin/content/agreements/Peoples_Trust_Terms_and_Conditions.pdf