Last Updated on 04 Feb 2021

This terms of use (“Terms of Use”) is an electronic record in terms of Information Technology Act, 2000 and rules made thereunder and the amended provisions pertaining to electronic records in various applicable statutes as amended by the Information Technology Act, 2000, from time to time. These Terms of Use does not require any physical ,electronic or digital signature.

Please read these terms of use carefully. By your use of the PayZorro Platform, and such other services as are incidental and ancillary thereto (“Services”)  either directly or indirectly, you acknowledge that you have read and agree to be bound by these terms of use. If at anytime you do not agree to these terms of use or do not wish to be bound by these terms of use, you agree that you will not access or use the Platform and/or Services.

If you are entering into these terms of use on behalf of a company or business, you represent that you have the authority to bind such entity, its end users and its affiliates to this terms of use. In that case, the terms “you” or “your” shall refer to such entity, its end users (including administrators) and its affiliates, as applicable. If you do not have such authority, you agree that you will not access or use the PayZorro Platform and/or Services directly or indirectly.

These terms of use together with the Privacy Policy available at https://www.payzorro.com/privacy-policy, other such policies of the PayZorro Platform available at www.payzorro.com under “Policy Info” section or elsewhere on the Platform and any other terms which may apply to specific services (“Additional Service Terms”) together with all other notices, disclaimers, guidelines appearing on the Platform from time to time ( collectively referred to as “Agreement(s)”) constitute the entire agreement between You & PayZorro, upon which you are allowed to access and use the Website and avail the Services.

If you are accessing PayZorro mobile application or accessing the PayZorro Platform/Services through PayZorro or third party mobile application, then by these Terms of Use, there may be additional terms ( such as terms imposed by mobile application stores like Apple’s iTunes, Android’s Playstore, Microsoft’s Store or the embedding mobile application from time to time) which will govern the use of such application. These additional terms to the extent applicable are here by deemed to be incorporated in these Terms of Use by way of reference.

1.      INTRODUCTION

ATS Services Private Limited, a company incorporated under the Companies Act, 1956 (hereinafter referred to as “PayZorro”, “we”, “us” and “our”) having its registered office at C/95-96, Second Floor, Lajpat Nagar II, New Delhi – 110024 and corporate office at Vatika Mindscapes, 7^th Floor, Tower B, Sector 27D, Faridabad, Haryana – 121003, is an intermediary in form of a online marketplace limited to managing the Website to enable Seller to exhibit, advertise, display, interact, make available and offer to sell the products and services and to enable Buyer to purchase them so offered (“ Offerings”), and other incidental Services thereto ( “Services”) including use of the website by any User. You further agree and acknowledge that since PayZorro is only a facilitator between Buyer & Seller, and is not and cannot be a party to or control in any manner any orders/transactions on the Website. Accordingly the contract of sale of th22e products on the Website shall be strictly bipartite contract between Buyers and Sellers.

Henceforth, you agree that PayZorro is not an Online Retailer (doesn’t own goods and services and has no say in them), not a bank, money transmitter, or Monetary Service business or Payment System.

In order to serve in this role, PayZorro may enter into agreements with the networks, processors and banks or messaging platforms. Some of these third parties may require to enter into a direct agreement with You. If you decline to enter into above discussed requisite agreement, we may suspend or terminate your PayZorro Account.

These terms of use describe your rights and your obligations as part of using Services. PayZorro may in its sole discretion amend and modify the terms of use or any policy or terms hyperlinked to this terms of use at any time without any prior notice to you. It is your sole responsibility to review the terms of use and keep yourself updated before accessing Services, from time to time. You will be deemed to have accepted the terms of use as amended, if you continue to access & use the PayZorro services after such modification is made effective by PayZorro.

2.     DEFINITION 

• Buyer means a natural or legal person who wishes to purchase Products using PayZorro Platform & Services from third party identified here as Sellers.

• Seller means a natural or legal person who has completed the seller registration process on the PayZorro Platform to open and maintain a PayZorro Account for promoting and/or processing offerings with the Buyer through Services. Seller may be directly fulfilling goods and services to the buyers or may be the authorized agent on the behalf of his vendors.

• Network means the network of sellers, buyers, location networks like people subscribed to stores, markets and/or societies, chat experts, PayZorro Assistants/CRM and any sort of linkages between them that might lead to interaction and eventual purchase through Services.

• Payment(s) means monies for orders, rewards, discounts, cash-backs, loyalty, change settlement, settlements, refunds, commission charges. Processing of Payment means collection, processing and routing of the Payment(s) and Accounting means where monies are directly handled by the merchant or his partners, PayZorro only tracks the on the best effort basis (and merchant cooperation). It is possible that a order processing may involve part Payment accounting , part processing (for e.g. Order can be Merchant COD while the refund/change-settlement can be processed by PayZorro by the use of PayZorro wallet services)
• Services means offer listing/promotional services, catalog listing services, chat services, curated pages, recommendations, reviews, offer/order processing services, accounting services, processing services, wallet services, feed/subscription services, personalization services, delivery services, communication services (e.g. sms, email, app notification(s)), transaction routing/processing services  and/or any other add-on service as may be available through PayZorro Platform.

• Infrastructure/Platform means the set of web services / web pages / mobile apps hosted on/through an online server along with the backend infrastructure these services put in motion(including but not limited to sales, crm, third parties for delivery, online transactions) PayZorro platform means platform hosted on/through PayZorro servers/apps.

• PayZorro Account means Your user name/mobile and identifying particulars registered at the Website.

• Products mean goods and/or services offered for sale by a Seller through PayZorro infrastructure or otherwise, or add-on payment services offered by PayZorro to the Sellers and/or Buyers as the case may be.

• Website means the website located at the URL –www.payzorro.com

• You means all persons, who avails any of the PayZorro Services i.e. Buyer, Seller etc., and where the context allows includes Your partners, employees and agents, as the case may be.

• Terms of Use means these Terms of Use which describes the terms and condition for accessing the Services, as amended or modified from time to time.

• Charges means the fees and charges applicable to the services provided by PayZorro under these Terms of Use, including but not limited to where applicable the set-up fee, monthly service charges, transaction fees and payment & order failure administration fee together with such other charges, as are notified to the You by PayZorro or mentioned in the Terms of Use from time to time.

3. ELIGIBILITY CONDITION:

• In order to avail PayZorro Services a person must be a natural person who has attained, at least, 18 years of age or a legal person as defined under the relevant Indian laws; who is not ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1872.

• By accepting these Terms of Use or by otherwise using the PayZorro services represent that You are at least 18 years of age, competent to contract and have not been previously suspended or prevented from using the PayZorro Services.

• PayZorro reserves the right to prevent access and/or use of the PayZorro Services by a natural or legal person who has been previously suspended or prevented from availing the PayZorro Services or to refuse access to use the PayZorro Services to You or to terminate access granted to You at any time without assigning any reasons, whatsoever for doing so.

• If You are registering on behalf of a business entity, as agent You represent and warrant that You are duly authorized by the business entity to accept these Terms of Use and that You have the authority to bind the business entity to these Terms of Use.

• PayZorro may ask Sellers for additional information as and when required; as a Seller You agree to provide supplemental documentation upon request from time to time.

• You authorize PayZorro, directly or through third parties, to make inquiries or verify that this information provided by You is accurate.

4. PayZorro ACCOUNT

• In order to avail PayZorro Services, You must first register with PayZorro by creating an account on the Website (“PayZorro Account”). As part of the registration process, You will be required to complete the user registration form (“User Registration Form”) and provide relevant details and documents, as may be required by PayZorro.

• During Your registration process, You will be asked to create a You shall be responsible solely for maintaining the confidentiality of Your PayZorro Account password and any other information as the case may be. You are fully responsible for all activities that occur under Your PayZorro Account. You agree to immediately notify PayZorro of any unauthorized use of Your Payzorro Account or any other breach of security. You may be held liable for losses incurred by PayZorro or any other user due to authorized or unauthorized use of Your PayZorro Account as a result of Your failure in keeping Your PayZorro Account information secure and confidential.

• As a Buyer You can avail the PayZorro Services as guest user and skip the registration procedure. However, by using PayZorro Services as guest user You agree to be bound by the Terms of Use.

• If You are registering as Seller, You will be required to give Your consent expressly for acceptance of the Terms of Use by signing up.

• You agree to provide true, accurate and complete information in the User Registration Form and to promptly inform PayZorro if your information changes. If any information provided by You appears to be untrue, inaccurate, not current, or incomplete, in such case at the sole discretion of PayZorro Your access to the PayZorro Services may be suspended or terminated indefinitely, as the case may be.

5. Terms of Use of Service

• Communication Services like offer/promotional(personalized or otherwise) service, chat service, activity/updates notification service might use SMS, Call, Email or in App notification as applicable(business logic) and your preferences. You agree and accept that the configuration at PayZorro platform for these services will override your other preferences (including but not limited to mobile DnD(do not disturb) list maintained by TRAI) and that some of the preferences will not be configurable (like Transactional Messages/Confirmation/Feedback Calls) as defined by PayZorro from time to time. You accept the non-configurable preferences and that its your responsibility to update the configurable preferences at PayZorro as per your desire making PayZorro is not liable for overriding the preferences set at other places.
• The USER Unconditionally consents to the PayZorro communicating via SMS, Phone, Internet-based messaging applications like WhatsApp, voice call, email or any other mode of communication, electronic or otherwise.The USER can contact our customer representative cell through e-mail/telephone calls/SMS/WhatsApp messages or other mode of communication for clarifying any of the other queries. By accepting these Terms & Conditions, it will be considered that USER has given his consent to recording of any tele-conversation between USER and PayZorro.
• Informational/Listing Services like reviews, ratings, recommendations, personalization, curated pages, merchant/store pages, offers, catalogs and their pricing including the description and images are not authored by PayZorro but by the respective authors and PayZorro has no say and henceforth no liability w.r.t. the content, its authenticity, its completeness or its correctness. The users of these services consume these at their own risk and judgement.

• Interaction services like chat services, social sharing/commenting services though FB/Twitter or other social networks are acts of the participants/users of these services and PayZorro has no say and henceforth no liability w.r.t. the content and the result of the use of these services(including but not limited to financial, reputation or any other impact). Participants on the PayZorro platform agree and accept that while PayZorro will try to moderate PayZorro for abuse on the platform, but leaves the rest to the participants.

• Order processing services like accepting, processing, shipping, delivering and order related issues (non-delivery, non-receipt, damage, breach of representations and warranties, non-provision of after sales or warranty services or fraud as regards the Products for which payment is made) and their resolution is totally between the Seller and the Buyer as Order is a contract/promise between the Buyer and Seller only. PayZorro is only a facilitator in the Payment processing if the payment(full or in partial) is processed by PayZorro. For the payment processed by PayZorro, any decision on the dispute between Seller and Buyer regarding a Order will be final and binding on both the parties. You agree and accept the terms of the same. For payment only accounted by PayZorro, PayZorro will not be liable and party to any disputes arising out of the same. Sellers agree and accept that they will not sell items/services prohibited for online sales as defined by the prevalent law from time to time. Sellers accept and agree that they will also make the necessary checks if applicable while providing the products to the buyers as per regulation of that category or be complaint to the product/service manufacturer’s contact regarding the sale of that service through PayZorro.Seller agree and accepts that he would provide sufficient proof to confirm the delivery if disputed by the buyer or on PayZorro demand.

You agree and acknowledge that PayZorro does not have any control or determines or advises or interfere in the offering or acceptance of such commercial/ contractual terms between respective Buyers and Sellers/Merchant. All commercial / contractual terms are offered by and agreed to between Buyers and Sellers alone. The commercial/ contractual terms include without limitation price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to the Products and after sales services related to the Products.

• Payment Processing Service is provided by PayZorro as intermediary as per the Payments And Settlements Act of 2007. For settlement to Seller,“T” for the transaction is the event of confirmation of delivery of goods and services as per the satisfaction of the Buyer(implicit confirmation on the expiry of 15 day period after the delivery of goods and services) and will be on and before 15 days after the marking of delivery of good and services on the platform. Remittances to the Sellers will be done via relevant channel as applicable. Seller also agrees that he is also liable to refund the amount (through PayZorro if transaction processed by PayZorro) if charged against transaction through a credit card/debit card, cash or any other online means of payment. PayZorro also reserves the right to settle this refund recovery from the merchant against the future payments/settlements to the merchant. Refunds/Credits of the transactions or the change-settlements will be done to Buyers via relevant channel as applicable. You further agree that PayZorro is not responsible and liable for processing not done by Payzorro and its incorrect accounting at PayZorro because of various factors.

• As Seller/Merchant, You appoint us as Your agent for the limited purpose of receiving payments. Further You authorize us to hold, receive and disburse funds in accordance with Your payment instructions, provided either directly or indirectly, in our capacity as a payment facilitator acting on behalf of Sellers. Your authorization permits us to generate an electronic funds transfer between the third party payment system operators and our nodal account to process each payment You authorize. Thereafter you authorise us to transfer the payments received from your Buyers to the bank account designated by you for this purpose at the time of registration. Your authorization will remain in full force and effect until your PayZorro Account is closed or terminated.

• As Buyer, You specifically authorize PayZorro to collect, process, facilitate and remit payments electronically in respect of Products purchased by You from the Seller/Merchant of such Products. You authorize us to process payments on Your behalf. Further You authorize us to hold, receive, disburse and settle funds on Your behalf. Your authorization permits us to generate a paper draft or electronic funds transfer to process each payment transaction that You authorize. Subject to this Terms of Use, You also authorize us to debit or credit any payment, as may be required from time to time, from Your designated bank account, card, wallet or any other payment method, as the case may be we accept.

• If You have registered to avail the PayZorro Services as Seller, You agree that the Buyer’s obligation to You is treated as paid(in full or in part as transmitted) at the time of release of the information of successful completiton of transaction by PayZorro.

• If You have registered to avail the PayZorro Services as Seller,You agree and promise that You shall not attempt to collect or otherwise seek payment from the Buyer, whereof Buyer’s obligation towards You has been conclusively discharged.

• You authorize PayZorro to initiate electronic transfer entries to each bank account for which You input routing number and account number on the Website and to initiate adjustments for any transactions credited or debited in error. You agree that all transactions that you initiate will comply with all applicable laws. Your authorization will remain in full force and effect until you notify us that you revoke it or by closing your PayZorro Account. You understand that PayZorro requires a reasonable time to act on Your revocation request.

• You agree that any disputes on payment with the Seller/Merchant of any Products shall be settled by You directly with the respective Seller and PayZorro shall not be made party to any such disputes. You agree and accept that the sole responsibility of PayZorro in case of any such dispute would be to provide information pertaining to the transaction between the You and the concerned Seller.

• As Buyer, you authorize us to hold, receive and disburse funds in accordance with the use of corresponding PayZorro services in accordance with the guidelines of RBI.

• You agree and accept that the record of the instructions given and transactions with PayZorro shall be conclusive proof and binding for all purposes and can be used as evidence in any court proceeding.

• You agree and accept to comply with the guidelines, instruction, request, etc. made by the third party payment system operators and Card issuing authority, from time to time. You further acknowledge that the concerned Payment System Providers may also put limitations and restrictions on You, at its sole discretion, as required. We will keep notify You of any such guidelines, instructions, requests, restrictions and/or limitations etc. by e-mail.

• If, any dispute arising out of any transaction, it may be disputed at any time up to 90 (ninety) days from the date of transaction and the course of action will be as detailed in “Rights and Obligations of the PayZorro Users”

• In any circumstances, PayZorro reserves the right to limit or restrict transaction size or volume at any time, whatsoever the case may be. If You would like to increase Your limits, please contact Customer Support. Upon receiving this request, PayZorro will conduct a review of Your Account, and decide whether to lift or remove these limits. PayZorro will consider a variety of factors in making this decision and will make this determination at its sole discretion.

• PayZorro Transaction Routing Services only accounts for transaction routing through PayZorro platform and might involve merchant’s COD and merchant’s payment processing routing. You agree and accept that PayZorro has no control over such processing, tracks the status on the best effort basis (and merchant cooperation) and is not liable for the compliance of such processors used by the Seller. Seller directly is liable to the Buyer for refunds in such aspects of the order processing.

• PayZorro Platform Services is the combination of web pages/web services and other backend services (of PayZorro platform as well as third parties) could be prone to bugs, or incorrect working, or downtime owning to software development & deployment and backend processes or other various factors. PayZorro is not liable for any of these issues and the resulting impact. This risk solely lies with the users of the PayZorro Platform.

• PayZorro Wallet Services is the operation and maintenance of closed and semi-closed wallet(s) as applicable for payment processing services(including but not limited to transaction payments, settlements, refunds, change-settlements, freebies, rewards, loyalty, cashbacks, PayZorro charges, voice accounts and any other metered accounts). All settlements for the Sellers are done in the Seller Wallet for the same and refunds/cancellations/change-settlements for the buyers is done in the Buyer Wallet for the same unless specified and agreed upon otherwise. PayZorro operates its semi-closed wallet in business partnership with RBI licensed wallet system with the authorized bank/payment system and in that case act as a technology wrapper on the top of the licensed wallet system.

• PayZorro is not responsible for any data/information loss done while doing the transaction on other payment gateway`s through its services.

• Security & Analytics

• PayZorro can use the data provided by the end user i.e. Buyer/Seller/Merchant for its analytical/security and other purposes and can contact them for the same. Seller/Merchant agrees to provide us with relevant information.

• For all transactions/orders which involved PayZorro service in anyway, PayZorro reserve the right to seek details of the transaction as required, and even reserves the right to mediate between Seller and buyer in case of any disputes/claims. PayZorro also reserves the right to terminate the account of the Seller or Buyer on its sole discretion.

• PayZorro can track the activities of a user on its platform or third party websites using its platform for security and analysis purposes. PayZorro reserves the right to use this information to deny transactions, terminate accounts or for recommendation purposes.

• PayZorro reserves the right to use aggregate analytical signals to profile and segment the user and use this information as a gatekeeper to some or all of its Services.

• You will not disclose login credentials and other confidential information related to your account. Protecting Your personal login information is Your responsibility. PayZorro will not be responsible for any loss. The Seller/Merchant will not use Buyer’s information for any unauthorized purpose, if found doing so the Terms of Use will be terminated and services withdrawn forthwith.

• You should keep yourself updated with various flows of PayZorro services and the relevant states and terminologies. Any change in the same will be updated to you via a email or notice on website and its solely your responsibility to keep yourself updated. You can contact PayZorro support in case of any doubt or any confusion/ Any continued use of PayZorro services will mean that you understand, accept and agree the flows of the various PayZorro services.

• You agree and accept that the services provided by PayZorro to You are provided on principal to principal basis. PayZorro is neither acting as trustees nor acting in a fiduciary capacity with respect to services provided by it to You.

• You agree and accept that You shall not use the PayZorro Services for any illegal or unlawful purpose. You shall at all times ensure full compliance with prevailing provisions of the applicable laws in India.

• You agree and accept that PayZorro may delay, suspend or reject Your any payment instructions for any reason, including without limitation, if, such transaction/instructions is suspected to be unauthorized, fraudulent, suspicious, unlawful, in violation of the this Terms of Use or any applicable law.

6. Commercials: Merchants will be charged as per the Price List of PayZorro, which is made a part of this Terms of Use and will be shared in the separate email. PayZorro shall have the right to change the charges at any time in its sole discretion by providing a 30 (thirty) days’ notice to the Seller/Merchant. Service for Buyers is free of cost however they could be charged as PayZorro Payment processing fee, in specific cases as configured by the merchant, which will be notified to them before completing the transaction. By completing the transaction they agree to pay PayZorro processing fee for that transaction.

7. Rights and Obligations of the PayZorro Users

• PayZorro shall try to address the concern of buyers in the following cases by mediating with the sellers

• You have paid for the Products and not received it; or
• You have received a damaged/defective Products; or
• You have received the Products which doesn’t match the description provided by You i.e. size, colour etc.; or
• PayZorro can charge the Buyer for this service per transaction or keep it free as according to its sole discretion

• In case of PayZorro processed transactions via PG/Wallet, PayZorro will return the amount charged, if:

• Product not dispatched in 3 days or the agreed duration; or
• Product not delivered within 10 days or agreed duration.
• Any dispute or claim not resolved within 30 days after filing the complaint.

• In other cases since PayZorro doesn’t have control over money flow,PayZorro at best can help you escalate your complaint to relevant seller, PG or consumer protection entities.

• With sufficient proof PayZorro may fine the Seller regarding the breach of trust of the Buyer (for e.g. in above mentioned cases) or may even terminate the Seller account.

• Incase of refunds, You are obliged to mark the corresponding order & transaction as refunded in PayZorro platform which may lead to reversal of the payments or reward points as the case may be.

8. REPRESENTATION AND WARRANTIES

• By accessing and using the PayZorro Services and PayZorro Account You represent that: (a) You are not a minor under applicable laws and You have the authority to enter into legal contracts; (b) the information You have provided to PayZorro during the registration process and thereafter is to the best of Your knowledge accurate and true.

• You also represent that You will not acesss or use the PayZorro Services to:

1. harass or interfere with the privacy of any person/entity, and post, false, inaccurate, misleading, defamatory, or libelous content about any person/entity;
2. engage in any disruptive technology-related practices such as spamming, hacking, improper harvesting and use of user information, or distributing viruses or any technology that may harm any person/entity;
   • Any action in violation of any prevailing laws, third party rights, or any of our policies posted on the Website, from time to time by PayZorro.

9. PRIVACY POLICY AND DISCLOSURE REQUIRNMENT

You accept and agree to be bound by PayZorro Privacy Policy available at www.payzorro.io/privacy-policy.

• CHARGES AND FEE

• At present, for registration on the Website there are no charges, it’s free of cost. However, in consideration of Your use of PayZorro Service, PayZorro may levy a fee (“Service Fee”), as the case may be. The Service Fee may include account maintenance charges, fraud protection charge etc. as may be required. In the event, PayZorro provides any additional security measures or any additional services to You, in such case PayZorro reserves the right to levy such additional fees from You for availing such additional services, from time to time.

• PayZorro reserves the right to issue a warning, temporarily /indefinitely suspend or terminate Your PayZorro Account and refuse to provide You with access to the Website in case of non-payment of requisite fees by You to PayZorro, whatsoever the case may be. Further PayZorro also reserves the right to take legal action in case of non-payment of fees and other charges by You to PayZorro.

• You agree and acknowledge that PayZorro shall be entitled to recover/adjust any outstanding amount due and payable by You to PayZorro under this Terms of Use from Your bank account or any amount due to You.

• In the event PayZorro becomes aware that there has been some error in processing of any payment instructed by You, then in such an event PayZorro, in its sole discretion and without any prior notice to You may debit or credit Your designated bank account, as applicable, to correct such error. If PayZorro is unable to debit from Your designated bank account for any reason, You authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that You may authorize.

• You agree and accept that You are responsible for payment of all applicable taxes levied, including sales tax and VAT for availing PayZorro Services.

• SETTLEMENT

• For the cases where transaction is not processed by PayZorro, PayZorro is not liable for settlement of those transactions and should be undertaken by the relevant PG.

• For PayZorro proccessed transactions, PayZorro will transfer funds from Seller’s PayZorro Account to the Seller’s bank account in T+3 days working days where T stands for the time of completion of the transaction as applicable and specified in the applicable service. However, settlements from Seller’s PayZorro Account to Seller’s bank account may be limited or delayed based on your perceived risk and history with PayZorro. If you would like to request an increase to this limit, please contact PayZorro Support. Upon receiving this request, PayZorro will conduct a review of Your PayZorro Account and take the decision accordingly at its sole discretion.

• In case, if PayZorro needs to conduct an investigation or resolve any pending dispute related to your PayZorro Account, in such circumstances we may defer payout or restrict access to Your funds during the entire time it takes us to do so. We may also defer payout or restrict access to Your funds as required by applicable law or court order, or if otherwise requested by the concerned authority.

Furthermore, if PayZorro suspects future chargebacks or disputes as a result of transactions to Your Account, PayZorro may defer payout and/or restrict access to Your funds until PayZorro reasonably believes, in its sole discretion, that the risk of receiving a chargeback or dispute has passed or resolved.

• All settlements to Sellers are subject to review, for risk and compliance purposes and can be delayed or postponed at PayZorro’s sole discretion.

• Payment on Hold

• At any time, we may temporarily suspend or delay payments to You and/or designate an amount of funds that we must maintain in your 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 PayZorro Service. We may require a Reserve to ensure that You can cover chargebacks, returns, reversals, and other obligations under this Agreement.

• The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by PayZorro, in its sole discretion. If You do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with Your Account, under Your control or any funding source associated with such other Account, including but not limited to any funds (a) held as a balance in your Account, (b) due to You under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.

• CHARGEBACKS AND CLAIMS/DISPUTES

11.1 Seller/Merchant is and will be responsible for all and any kind of chargeback, claims and disputes raised by the Buyers and You agree to resolve it. The amount of a payment may be charged back to You, if –

• It is disputed by a Buyer; or
• It is reversed for any reason; or
• It was not authorized or we have any reason to believe that the transaction was not authorized; or
• It is unlawful, suspicious, or in violation of the terms of this Agreement.

• NO WARRANTY

• PayZorro does not undertake that the PayZorro Services or any service or feature of Website or otherwise offered by PayZorro will be error-free or uninterrupted, or that any defects will be corrected, or that the use of the PayZorro Services will provide specific results. the PayZorro Services are delivered on an “as-is” and “as-available” basis. All information provided on the application is subject to change without notice. PayZorro disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, seller’s ability and fitness for a particular purpose. PayZorro disclaims any and all liability for the acts, omissions and conduct of any third parties in connection with or related to use of the PayZorro Services.

• You acknowledge and agree that PayZorro shall not be liable for any loss, damages or claims, direct or indirect, which may arise due to non-availability of the PayZorro Services and/or services provided through the Website hereunder for any reasons whatsoever. PayZorro may in its sole discretion inform You of the non-availability of the PayZorro Services and/or services provided through the Website at any time.

• INDEMNITY

You agree to indemnify and hold harmless PayZorro and its directors, employees, officers, representatives and agents from and against all third party claims, and all related damages, losses, liabilities, costs and expenses of every kind arising out of or as consequence of:

(a) Your breach of any of the provisions of this Terms of Use; or

(b) Your breach or contravention of any applicable law.

• TERMINATION

15.1 This Terms of Use may be terminated:

• by PayZorro, with immediate effect, if You are in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Terms of Use;
• by PayZorro, without any reason, by giving You a prior written notice of seven (7) days.
• by You, without any reason, by giving PayZorro an advance written notice of at least 30 (thirty) days by closing your PayZorro account.

• MODIFICATION OF THIS AGREEMENT:

Payzorro reserves the right to change, modify, add, or remove portions of this Agreement (each, a “change”) at any time by posting notification to the Payzorro Website or otherwise communicating the notification to You. The changes will become effective, and shall be deemed accepted by You, 24 hours after the initial posting and shall apply immediately on a going-forward basis with respect to order/payment transactions initiated after the posting date. If You do not agree with any such modification, Your sole and exclusive remedy is to terminate Your use of the Services. For certain changes, Payzorro may be required under applicable law to give You advance notice, and Payzorro will comply with such requirements.

• PROHIBITED CONDUCT:

By using the PayZorro Services You agree not to:

• use the Services for any purposes other than as mentioned in this Agreement and/or to access the PayZorro Services in accordance with these Terms and Conditions and as such services are offered by PayZorro.
• impersonate any person or entity, falsely claim or otherwise misrepresent an affiliation with any person or entity, or access the accounts of others without permission, forge another persons’ digital signature, misrepresent the source, identity, or content of information transmitted via the Services, perform any other similar fraudulent we reasonably believe to be potentially fraudulent funds.
• infringe our or any third party’s intellectual property rights, rights of publicity or privacy
• use the PayZorro Services if You are under the age of eighteen (18) without a parental sponsor or
• in any event use the Services if You are under the age of thirteen (13) years old even with a parental sponsor and in accordance with applicable laws.
• post or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person.
• post or transmit any message, data, image or program which is pornographic in nature
• refuse to cooperate in an investigation or provide confirmation of Your identity or any other information You provide to PayZorro.
• remove, circumvent, disable, damage or otherwise interfere with security-related features of the PayZorro Services and the Website or features that enforce limitations on the use of the PayZorro Services.
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the PayZorro
• Services or any part thereof, except and only to the extent that such prohibition is expressly prohibited by applicable laws notwithstanding this limitation.
• use the PayZorro Services in any manner that could damage, disable, overburden, or impair it, including, without limitation, using the PayZorro Services in an automated manner.
• modify, adapt, translate or create derivative works based upon the PayZorro Services and the Website or any part thereof, except and only to the extent that such prohibition is expressly prohibited by applicable law notwithstanding this limitation.
• intentionally interfere with or damage operation of the PayZorro Services or any other user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code or file with contaminating or destructive features.
• use any robot, spider, other automatic device, or manual process to monitor or copy the Website without prior written permission of the concerned person.
• interfere or disrupt this Website or networks connected to this Site
• take any action that imposes an unreasonably or disproportionately large load on our infrastructure/ network.
• use any device, software or routine to bypass the Website’s robot exclusion headers, or interfere or attempt to interfere, with the PayZorro Services.
• forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through our Website or to manipulate your presence on our Website
• sell the PayZorro Services, information, or software associated with or derived from it
• use the facilities and capabilities of the Website to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of others.
• breach this Agreement or any other PayZorro agreement or policy
• provide false, inaccurate or misleading information
• use the Website to collect or obtain personal information, including without limitation, financial information, about other users of the Website.
• Make payment with what PayZorro reasonably believes to be potentially fraudulent funds.
• use the PayZorro Services in a manner that results in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties and other liability to PayZorro, a third party or You.
• use the PayZorro Services in a manner that PayZorro or any payment card network reasonably believe to be an abuse of the payment card system or a violation of any applicable law.
• take any action that may cause PayZorro to lose any of the PayZorro Services from its service providers, payment processors or other support service providers.
• send automated request of any kind to the Website’s system without express permission in advance from PayZorro.
• You will not sell any goods or services prohibited under the prohibited list (www.payzorro.com/prohibited). You will be notified from time to time via email in case of any change in the prohibited list.
• You will also sell in the category of items as allocated to You while on boarding. You will be required to notify PayZorro if Your offering categories change and PayZorro reserves the right to deny/approve the same as well as right to modifications in the charges if required.

• LIMITATION OF LIABILITY AND DAMAGES:

In no event will PayZorro or its contractors, agents, licensors, partners, or suppliers be liable to You for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to (i) this Agreement, (ii) the PayZorro Services, the Website or any Reference Site, or (iii) Your use or inability to use the services, the site (including any and all materials) or any reference sites, even if PayZorro or a PayZorro authorized representative has been advised of the possibility of such damages. In no event will PayZorro or any of its contractors, directors, employees, agents, third party partners, licensors or suppliers’ total liability to You for all damages, liabilities, losses, and causes of action arising out of or relating to (i) this Agreement, (ii) the Services, (iii) Your use or inability to use the PayZorro Services or the Website (including any and all materials) or any Reference Sites, or (iv) any other interactions with PayZorro, however caused and whether arising in contract, tort including negligence, warranty or otherwise, exceed the amount paid by You, if any, for using the portion of the PayZorro Services or the Website giving rise to the cause of action or One Thousand Rupees (Rs.1000/-), whichever is less. You acknowledge and agree that PayZorro has offered its Products and Services, set its prices, and entered into this Agreement in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between You and PayZorro, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between You and PayZorro. PayZorro would not be able to provide the PayZorro Services to You on an economically reasonable basis without these limitations. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitations or exclusions may not apply to You. In such cases, PayZorro’s liability will be limited to the fullest extent permitted by applicable law. This paragraph shall survive termination of this Agreement.

• NOTICE:

PayZorro may provide You with notices and communications by email, regular mail or postings on the PayZorro Website or by any other reasonable means. Except as otherwise set forth herein, notice to PayZorro must be sent by courier or registered mail to

• WAIVER:

The failure of PayZorro to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by PayZorro.

• DISPUTE RESOLUTION

PayZorro may elect to resolve any dispute, controversy or claim arising out of or relating to this Agreement or Service provided in connection with this Agreement by binding arbitration in accordance with the provisions of the Indian Arbitration & Conciliation Act, 1996. Any such dispute, controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New Delhi, India; to be adjudicated by a sole arbitrator to be appointed by PayZorro. The language of the proceedings of arbitration shall be English. The arbitrator’s award shall be final and binding on the Parties. All administrative fees and expenses of an arbitration will be divided equally between you and us. In all arbitrations, each party will bear the expense of its own lawyers and preparation.

22. GOVERNING LAWS AND JURISDICTION

These Terms of Use shall be governed in accordance with the laws of India and courts in Delhi shall have exclusive jurisdiction.

• MISCELLANEOUS

• Severability

If any provision of this Agreement is held to be unlawful, void, invalid or otherwise unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent required, and the remaining provisions will remain valid and enforceable.

• Assignment

This Agreement, and any rights granted hereunder, may not be transferred or assigned by You without our prior written consent which may be withheld in our sole discretion, but may be assigned by us without restriction. Any assignment attempted to be made in violation of this provision shall be void and of no effect.

• Survival

Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration as applied to transfers and relationship prior to such termination or expiration.

• Headings

The heading references herein are for convenience purposes only, do not constitute a part of these Terms and Conditions, and will not be deemed to limit or affect any of the provisions hereof.

• Entire Agreement

This is the entire agreement between You and PayZorro relating to the subject matter hereof and will not be modified except in writing, signed by both parties, or by a change to this Agreement made by PayZorro in accordance with the terms of this Agreement

The information contained on this Website is subject to change without notice.  Copyright