2.1 To register for a Razorpay Account or use the Services, You must provide us with your description of Your basic business operations, Your enterprise email address; information on Your legal and beneficial owners (if applicable), business names (both Your legal and trading names), merchant category code, URL of Your online sites, Your shipping address, financial statements and information relating to Your financial standing, copies of Your constitutional documents (if applicable) or any other information we may reasonably request. We may also collect personal information, including name, birthdate, and government-issued identification number, about Your beneficial owners, principals, and Your account administrator. Your account will remain in a preliminary state until all required information has been verified and approved by us. We reserve the right to terminate Your account at any time and for any reason prior to full approval. We further reserve the right to periodically review and verify Your account after the initial approval in accordance with our internal policies or as required pursuant to Applicable Laws. Such periodic review may result in suspension of Your account or Your access to the Platform or use of the Services. Your sole recourse will be to raise a complaint in accordance with the Grievance Redressal Policy. You explicitly agree that Razorpay USA’s decision on this matter shall be final and binding on You.

2.2 You also agree to provide true, accurate, current and complete information about Yourself as and when prompted by the website. If You provide any information that is untrue, inaccurate, not updated or incomplete (or subsequently becomes untrue, inaccurate or incomplete), or Razorpay USA has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, Razorpay USA shall have the right to suspend or terminate Your Razorpay Account and/or refuse any and all current or future use of the Platform or the Services (or any portion thereof) in connection thereto.

2.3 By accessing the Platform and/or making use of the Services, and furnishing Your contact details, You hereby agree that You are interested in knowing more or availing and/or purchasing various products, services that Razorpay USA or any other third party may offer to / provide to / share with / send to You from time to time through any means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), WhatsApp or any other messaging service/mobile application or any other physical, electronic or digital means/mode. You agree that Your information and details may be made available to Razorpay USA’s partner banks/financial institutions, its group companies, Affiliates, vendors, service providers, Facility Providers, Payment Partners and other third parties in so far as required for providing various products and services and/or to provide You with various value-added services, in association with the Services selected by You or generally otherwise. You hereby agree that Razorpay USA may contact You, directly or through its authorized third parties, either electronically or through phone, to understand Your interest in the selected products and Services and to fulfil Your demand or complete Your application. Further, You also expressly agree and authorize Razorpay USA, its partners, service providers, vendors and other third parties to contact You for the purpose of (i) offering or inviting Your interest in availing other products or services offered by third parties, or (ii) for sending other marketing campaigns, offers, or any other information either on the Website or through other means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), WhatsApp or any other messaging service/mobile application or any other physical, electronic or digital means/mode. If You request not to receive such communication/marketing material any further, it shall be applicable prospectively only and shall not apply in respect to Your data already shared by Razorpay USA in accordance with this clause upon Your prior consent.

2.4 You agree and acknowledge that Razorpay USA or Facility Provider  may conduct due diligence and seek Know-Your-Customer (“KYC”) information, which You are obliged to provide in accordance with Razorpay USA’s, Payment Partner’s or Facility Provider’s internal policies and/or with all Applicable Laws.  You further agree to comply with all applicable rules, regulations, policies, terms, and standards of VISA, MasterCard, Discover, American Express, and/or any other credit card or payment processing networks (collectively, “Payment Networks”), including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”), the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any additional requirements, mandates, or standards issued or adopted by the Payment Networks (collectively, the “Payment Network Rules”). You also acknowledge and agree that You are solely responsible for Your compliance with all Applicable Law and Payment Network Rules in connection with Your use of the services provided by Razorpay USA or its Payment Partners including without limitation, in any activity conducted by you or your agents, affiliates, or service providers that involve the receipt, transmission, processing, or storage of payment card data. This shall include but will not be limited to business details, contact information, and other necessary data. You agree that Razorpay USA may also perform enhanced due diligence by collecting additional documentation about your beneficial owners, principals, and account administrators. 

2.5 You agree and covenant that before the commencement of any Service(s) under these Terms, You shall provide the necessary documents (as determined in Razorpay USA's sole discretion or when required by Facility Providers or governmental authorities or law enforcement agencies) (“KYC Documents”) to enable Razorpay USA to conduct the due diligence in respect of inter alia You and Your business / activities. Razorpay USA shall have the right to share the KYC Documents (or the information therein) and other related documents with the Facility Providers, Payment Partners or governmental authorities or law enforcement agencies, as required under the Applicable Laws or as per its own internal policies. You expressly consent Razorpay USA to rely on the KYC Documents provided by You for providing Services. You further acknowledge and agree that Razorpay USA reserves the right at all times to monitor, review, retain and/or disclose any information in relation to the Service(s) as necessary pursuant to satisfy any Applicable Laws, legal process or governmental request. You agree that Razorpay shall have the right to rely on any information made available by you. For this purpose, you represent and warrant that any such information is and shall remain true and correct.

2.6 Razorpay USA shall have the right to demand from You, any (i) additional KYC Documents and /or (ii) any KYC related or other documents of Your customers or invoices, in its sole discretion and /or as per the Applicable Laws or pursuant to requests from governmental authorities or Payment Partners or  Facility Providers. Your failure to submit the KYC Documents when requisitioned shall entitle Razorpay USA to terminate or suspend or  the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the sole satisfaction of Razorpay USA. You agree that Razorpay USA shall have the right to rely on any information made available by You on any public portals and for this purpose, You represent and warrant that any such information is and shall remain true and correct.

2.7 You agree that Razorpay USA shall not be responsible for any delivery, after-sales service, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of Your products or services. Such obligations shall be Your sole responsibility. You shall indemnify Razorpay USA against any claim arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.

2.8 Throughout Your use of the Services, You declare that You or Your affiliates and/ or its Beneficial Owner are not a Politically Exposed Person. You shall forthwith inform us in writing if this declaration becomes untrue during any period of Your use of the Services.

2.9 The usage of the Services may require You to provide consent for sharing Your personally identifiable information, as defined under Applicable Law, (“PII”) or to authorize Razorpay USA or Facility Providers or Payment Partners  to derive Your data/information from any public source or registry, as may be necessary to complete Your profile or Your application on the Platform, conduct due diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services through this Platform. Razorpay USA shall adhere to best industry practices including information security, data protection and privacy laws while processing such applications. 

2.10 You agree not to use the Platform and/ or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local laws that might apply to You. We may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the Website and/ or Services.

2.11 You shall not, under any circumstances, post or transmit to or through this Website: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or otherwise illegal material or content that violates rights of publicity and/or privacy, any law or harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any goods or services); (iii) any material or content that infringes, misappropriates, or violates any copyright, trademark, patent right or other proprietary right of any third party; (iv) any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defense, security, or sovereignty of United States of America, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; (vi) content that impersonates another person; or (vii) is illegal in any other way. You shall be fully and solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your access or use of this Platform.

2.12 You represent, warrant and covenant that:

2.12.1 You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power and authority to own and operate Your business.

2.12.2 You have the full legal capacity and power to enter into and exercise Your rights and perform Your obligations under these Terms.

2.12.3 The execution, delivery and performance of these Terms has been authorized by all necessary corporate and organizational actions including but not limited to board resolution and/or power of attorney and/or letter of authority to bind Your business and Your company/firm/organization.

2.12.4 You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or termination of any or all Services, at Razorpay USA's sole discretion, and You shall indemnify Razorpay USA from the losses arising from such breach.

2.13 You further represent, warrant, covenant and agree that You shall ensure that:

2.13.1 Your use of the Services and sale of Your products/services are solely for Your own bona fide business activities which are in compliance with the Applicable Laws.

2.13.2 Your use of the Services corresponds to those activities under the categories You have expressly registered for at the time of entering into these Terms and as set out in Your onboarding form on the Razorpay USA’s dashboard or as otherwise approved in writing by Razorpay USA.

2.13.3 You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or Your affiliates.

2.13.4 Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorized, is carried on with the intent to defraud, or is likely to result in Your unjust enrichment and/or unlawful gain.

2.13.5 Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services specified under these Terms.

2.13.6 You shall obtain and maintain informed and explicit consent from your Customers to share their information, including PII, with Razorpay USA, its Affiliates, Payment Partners and Facility Providers in connection with the Services, including the right to use customer data for purposes including, but not limited to, blacklisting customers, sharing with governmental authorities as required by Applicable Laws, transaction tracking, fraud prevention, and compliance with regulatory authorities' orders and notices, as well as for optimizing transaction processes, enhancing customer experience any other necessary purposes related to the Services.

2.14 You acknowledge that the Services are of complex nature and are dependent on the services of the Facility Providers. You acknowledge and agree that Razorpay USA shall only be liable for acts or omissions which are solely and directly attributable to Razorpay USA.

2.15 In order to avail the Services, it is Your responsibility to take all necessary steps to facilitate the integration of Razorpay USA's solutions with Your platform.

2.16 You shall assist Razorpay USA in furnishing to its auditors, the Payment Partners, the Facility Providers, governmental authorities, or law enforcement agencies, forthwith upon request from time to time, KYC Documents, relevant books, the original copy / copies of proof of transactions, invoices or other records, including pertaining to any order placed by Your customers. You shall retain records relating to transactions for a period of as required under Applicable Laws from the relevant date of the order placed on Your site. Razorpay USA, the Payment Partners and the Facility Providers, and/or governmental agencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other data relating to the customer's orders at any time whatsoever and without any prior notice. You shall ensure cooperation with Razorpay USA, its auditors, Facility Providers, governmental authorities, or law enforcement agencies for any audit, inspection or pursuant to any other request.

2.17 You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of Razorpay USA or the Payment Partner the Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Razorpay USA or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Razorpay USA or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.

2.18 You authorize Razorpay USA to monitor, review, manage and analyze your transactions, activities, and behaviors on our Platform and/or with respect to the Services. This includes the right to oversee all transactions for compliance, monitor activities to prevent fraud, implement controls such as transaction holds or account suspensions, utilize data analytics to detect suspicious activities, and comply with legal or regulatory reporting requirements, as well as for enhancing services and improving user experience.

2.19 You acknowledge and consent to Razorpay USA deducting amounts from your settlement amount in accordance with the instructions provided by you. Razorpay USA may first deduct its Fees and other liabilities including but not limited to Chargebacks, fines, penalties followed by other deductions, based on the chronological order of the instructions received from You.

2.20 You shall not (a) permit any third parties to use the Services other than as specifically permitted in these Terms; (b) sublicense, rent, or lease the Services to a third-party; or (c) attempt to gain unauthorized access to the Services or its related systems or networks. You hereby grant Razorpay USA access to your portals, systems, and networks to the extent reasonably necessary to provide the Services to you to provide you with customer and technical support from time to time. Any use of the Services for the direct or indirect benefit of a competitor of Razorpay USA is a material breach of these Terms and is strictly prohibited.

2.21 Razorpay USA reserves the right, at its sole discretion, to transfer certain amounts from your current balance held with Razorpay USA  or Payment Partner(s) as the case maybe(“Live Balance”) into a reserve balance or to require that you prefund your Live Balance. The amounts parked in your reserve balance may be utilized by Razorpay USA or the Payment Partner(s) to offset any liabilities or obligations you may have towards Razorpay USA or Payment Partner(s), by any means deemed appropriate by Razorpay USA or Payment Partner(s). The determination and use of such reserve funds shall be at the exclusive discretion of Razorpay USA and Payment Partner(s).

2.22 You must obtain proper authorization from each or your customers prior to initiating any ACH transaction. Such authorization must comply with Nacha Rules and applicable Laws. You must implement reasonable procedures to verify the identity of your customers and their customers and the validity of the ACH transaction. This includes maintaining adequate security measures to protect the confidentiality and integrity of the transaction information.  Authorization for ACH transactions may be obtained in various forms, including written, electronic, or verbal methods. The authorization must include clear and conspicuous terms that identify the amount and timing of the ACH transaction(s). You are responsible for retaining a copy of each authorization for a minimum period of two (2) years from the date of the ACH transaction or for such longer period as required by applicable Laws. When the authorization is given via the telephone, you must retain a copy of the recorded verbal authorization or the written confirmation sent to your customer prior to initiating the ACH transaction. When the authorization is given in writing, the authorization must be signed or similarly authenticated by your customer. "Similarly authenticated" can include methods such as a digital signature, checkbox acknowledgment, or other electronic means, as long as it meets the requirements for consumer assent. This written authorization must be retained for two (2) years. 

2.23 You agree that with regard to ACH transactions you initiate under this Agreement, you will be deemed to be the Originator of such ACH transactions.  As the Originator, you authorize the Third-Party Sender to originate Entries on behalf of the Originator to Receivers’ accounts (the foregoing capitalized terms being used as defined by Nacha pursuant to its Rules). You further agree to be bound by all Nacha Rules and further agree not to originate Entries that violate the laws of the United States. You shall comply with any restrictions on the types of Entries that may be originated and understand and agree that the Third-Party Sender has the right to terminate or suspend your rights under these Terms for breach of any applicable rules and regulations. You also understand and agree that the Third-Party Sender may audit your compliance with the terms and conditions of these Terms and the Nacha Rules. You agree that all ACH transactions that you initiate will comply with the Nacha Rules and all applicable Laws.  You shall be primarily liable to RazorPay USA for any credit entries originated and for any debit entries returned or reversed.  You further agree that you shall prepare and submit all electronic entries to us in accordance with the terms, conditions and specifications set forth herein and as we may specify from time to time. You shall not cancel or amend any entry after its submission to RazorPay USA other than as permitted by us in our sole discretion. 

2.24 You shall comply at all times with all data security rules promulgated by Nacha.  Without limiting the foregoing, you shall transmit all entries via a secure electronic network or via a commercially reasonable security technology acceptable to RazorPay USA and compliant with the Nacha Rules.  You must (a) establish, maintain and update commercially reasonable security measures to maintain the confidentiality of your customers’ account numbers, routing numbers, personal data, and sales information; and (b) maintain processes and procedures to protect against unauthorized transactions and network infections. You shall ensure the correctness, both as to content and form, of all entries and information submitted to RazorPay USA.  If any information is not readable, out of balance, or not processable, you shall correct and resubmit the information to us.  We are not responsible for detecting any errors in the transmission or content of any entries, including duplicate entries.  We may reject any entry you submit.  In the event that an entry is rejected for any reason, you will remake such entry. You shall not originate an ACH transaction with respect to any customer until you have obtained from such customer an Authorization as required by the Nacha Rules and reasonably acceptable to us, to make prearranged debits from the customer’s bank account(s).  Such Authorization may be in the form of either (a) a signed written agreement from the customer, with a copy thereof given to the customer, or (b) an electronic record compliant with applicable Law and legally binding in the same manner as are hard copy documents executed by hand signatures, with the electronic record capable of retention by print or otherwise.  Should you wish to change the amount or date of billing of an ACH transaction in respect of any customer, you shall first obtain a new Authorization. You shall at all times comply with the Nacha Rules with respect to each ACH transaction and agree to assume the responsibilities of an “Originator” under the Nacha Rules.  In the event that the operating rules of a local or regional clearing house, or the arrangements between RazorPay USA and a depository institution, are more restrictive than the Nacha Rules, you shall comply with such rules. You shall not originate any entries that violate the Laws of the United States.  Without limiting the foregoing, you shall confirm, with respect to each customer, that U.S. companies are not restricted from doing business with such customer under rules and regulations of OFAC; and you shall not originate any ACH transactions for customers with respect to which U.S. companies are so restricted. RazorPay USA may re-originate an ACH transaction on your behalf up to two times within 180 days if the initial ACH transaction was returned for insufficient or uncollected funds. You may not originate an ACH transaction for a customer if an ACH transaction for that customer has been returned as unauthorized, until a new Authorization is obtained from that customer.