TERMS OF USE/USER AGREEMENT

THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TECHNOLOGY, ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES. THESE TERMS & CONDITIONS
(hereinafter referred to as the “Agreement”/ “Terms of Use”)

1. SCOPE OF THE AGREEMENT

TERMS AND CONDITIONS CONSTITUTE LEGAL CONTRACT. The terms stated herein including any additional guidelines and/or future modifications to this Agreement read together with the Privacy Policy, available at www.talk2pay.in shall constitute a legal contract between any person utilizing Talk2pay’s services (“User”) of the one part, and Talkfever Social Media Limited (“Talk2pay”/“Company”) having its registered office at 1st Floor, GTB Tower; University Road, Gwalior (MP)-474011, of the other part.
ACCEPTANCE OF TERMS. 
By using, browsing, accessing, registering or accessing www.talk2pay.in, or its mobile application, or availing any service rendered by website, a User must fully agree to comply with and abide by the Agreement.
ELIGIBILITY. 
Talk2pay’s services are open only to persons of 18 years of age and above who have a valid e-mail address and mobile phone number. Users who have been previously suspended or removed from availing any service by Talk2pay shall not be eligible to avail services from Talk2pay. Users shall not impersonate any person or entity, or falsely state or otherwise misrepresent identity, age or affiliation with any person or entity. If you are below 18 years of age, please exit the Site.

2. DEFINITIONS AND INTERPRETATION

In this Agreement, unless the contrary intention appears and/or the context otherwise requires, capitalized terms defined by: (i) inclusion in quotation and/or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:
Alliance Partners” are individuals/sole-proprietorships/companies/LLP’s etc who have entered into a service agreement with Talk2pay for offering Talk2pay’s products and services through web/mobile or through any channel.
Applicable Agreement” refers to service agreement in relation to all users, individuals, business partners and others.
Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, Guidelines on Issuance and operation of Pre-paid Payment Instruments in India.
Business Partners” are firms/shop owners who have entered into a service agreement with talkfever for availing services on its brand domain www.Talk2pay.in.
Confidential Information” means and includes the Intellectual Property and any and all business, technical and financial information of Talk2pay or of any of its affiliates that is related to any of the arrangements contemplated in this Agreement or any other agreement in which this Agreement is incorporated by reference or otherwise disclosed by Talk2pay to the User any information which relates to its financial and/or business operations, including but not limited to, specifications, models, merchant lists/information samples, reports, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, information related to its internal management, customers, products, services, anticipated products/services, processes, financial condition, employees, merchants, Intellectual Property, marketing strategies, experimental work, trade secrets, business plans, business proposals, customer contract terms and conditions, compensation/commission/ service charges payable to the User, and other valuable confidential information and materials that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary.
Customers” shall mean persons, including all body corporate, partnerships, limited liability partnerships, who are availing services, either as a consumer or otherwise, rendered by a service provider through the User using Talk2pay’s products or services.
Credit” shall mean the payment made by the Business Partner/Alliance Partner to the Company to carry out transactions through the Talk2pay platform.
Effective Date” shall mean the date of activation of the account of the User on Talk2pay’s portal.
Talk2pay Platform” shall mean and include, the platforms (website, mobile app, others) of Talk2pay that the User accesses for registration and further for transacting, including all contents, services, and technology offered through the Platform.
Intellectual Property” shall mean all intellectual property used for the purpose of or in association with or in relation to the performance of this Agreement and Applicable Agreement, and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, or in association with, or for the operation of the software installed by Talk2pay, (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by Talk2pay during the course of its business and all depictions, derivations and representations thereof, (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the ‘look and feel’ of all of the above, (d) all information, data or material in whatever form, whether tangible or not, provided by Talk2pay to the User during the course of Applicable Agreement; and (e) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques, improvement, utility model, procedures, designs, skills, technical information, notes, experimental results, service techniques, samples, specifications of the products or services, labeling specifications, rights on software, and any other knowledge or know-how of any nature whatsoever.
Merchants” shall mean individuals and/or entities registered on Talk2pay platform and/or appointed by Talk2pay and/or for discharging functions prescribed under these terms & conditions and/or includes Business Partners, Alliance Partners, etc.
Products” shall mean products developed by Talk2pay including products permitting electronic top-ups, utility bill payments, travel bookings, delivery of various financial products, other value-added services provided by our API providers, POS, Mobile Apps, Internet and any other products available on Talk2pay platform from time to time.
Service Provider” shall mean any entity with which Talk2pay has, directly or indirectly, executed an agreement for facilitating Transactions between such entity and its Customers.
Software” shall include custom-built software that is owned by Talk2pay, or software that has been licensed from third party suppliers by Talk2pay and in relation to which Talk2pay has obtained the right to sub-license from such third-party suppliers.
Sub-Partners” shall mean individuals and/or entities appointed by the merchants on whose premises/outlets/website the Products shall be sold to the Customers, for and on behalf of the Service Providers, to facilitate completion of Transactions initiated by such Customers, through the merchants.
Transactions” shall mean and include transactions taking place between a Service Provider and its Customers including, but not limited to, electronic top-ups for various services, utility bill payments, delivery of financial products and other services of a like nature provided by the Service Provider through Talk2pay’s Products.
Users” shall include individuals, Business Partner, and Alliance Partner, unless the context provides otherwise or if the context in which the term “User” has been used is inapplicable to such individual, Business Partner or Alliance Partner.

3. GENERAL TERMS AND CONDITIONS

INFORMATION SUPPLIED TO TALK2PAY. 
Users agree that the information provided by the Users to Talk2pay on registration and at all other times, including payment, is true, accurate, current, and complete.
SECURITY OF ACCOUNT. 
Users’ mobile number and email identify a Users’ account with Talk2pay through which Talk2pay services are dispensed (“Account’). Talk2pay encourages Users to choose a strong password to protect their Account. It is advised that users do not share their password with anyone or write it down. Talk2pay never, under any circumstances, asks for an Account’s password. If a User has any reason to believe that his Account is no longer secure, then the User shall immediately notify Talk2pay and indemnify Talk2pay from any liabilities that may arise from the misuse of such a User’s Account.
PRIVACY POLICY. 
All information collected from a User pursuant to the provision of Talk2pay’s services, and information collected by Alliance Partner, Business Partners, Sub-Partners and Merchants during the performance of this Agreement or Applicable Agreement, is subject to Talk2pay’s Privacy Policy.
RECLAIMING INACTIVE ACCOUNTS. 
If an Account is found to be overly inactive, the Account may be reclaimed by Talk2pay without providing notice to the concerned User. An Account is considered as inactive if the concerned User is not signing in and/or has not done any transactions for more than 6 consecutive months from the Account.
THIRD PARTY SITES, PRODUCTS AND SERVICES. 
Talk2pay’s services and/or the Site may include links or references to other web sites or services solely for the Users’ convenience (“Reference Sites”). Talk2pay does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. Correspondence or business dealings between Users and concerned Reference Sites are solely between such User and the concerned Reference Site. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at concerned User’s own risk.
BILLING AND PAYMENT. 
All payments made by Users directly to Talk2pay, shall be made in the manner and in the quantum detailed on the User’s Account at Talk2pay Platform. Users may be notified by Talk2pay regarding any change in the quantum of payments to be made to Talk2pay and the manner of disbursement of such payments; however, Users are advised to regularly update themselves of Talk2pay’s billing and payment policy by regularly visiting the Site. Talk2pay shall solely decide on the payments to be provided to User and may amend the payment structure at any time without any prior notice to the User. However, after any such amendment, the detailed payment structure will be made available to the User and be effective immediately. Credit maintained by the Users with Talk2pay shall be non-interest bearing and shall be forfeited by Talk2pay if found lying unused for more than 365 days. The User shall keep enough Credit with Talk2pay to avoid decline of transactions on the Talk2pay Platform.
SALES. 
All sales of Talk2pay’s services are final with no refund or exchange permitted. Users are responsible for details provided leading to purchase of services. If Talk2pay does not deliver service within 24 hours of money being charged to a User’s payment account through a transaction on the Site, the User may inform Talk2pay by sending an e-mail to Talk2pay’s customer services e-mail address mentioned on the Contact Us page. Talk2pay shall investigate the case and if it is found that money was indeed charged to User’s Payment Account without delivery of the service then User may be refunded the money within 15 working days from the receipt of his e-mail.
LIMITATION OF LIABILITY.
In no event will Talk2pay or its directors, agents, officers, or employees be liable to a User for any special, indirect, incidental, consequential, punitive, 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) of any kind arising out of or relating to (i) this Agreement or any other agreement entered by a User with Talk2pay, (ii) Talk2pay’s services, the Site or any Reference site, or (iii) User’s use or inability to use Talk2pay’s services, the Site or any Reference Sites, even if Talk2pay or a Talk2pay authorized representative has advised of the possibility of such damages, (iv) unauthorized access to or alterations of transmissions or data, any material or data sent or received or not sent or received, (v) any transactions entered into by any third person or conduct of any other third party or any infringement of another’s rights, (vi) the use of counterfeit or stolen cards, or stolen devices, or (vii) fraudulent electronic transactions. It shall be at the sole discretion of Talk2pay to reverse any transaction subject to approval of the concerned Service Provider. Users acknowledge and agree that Talk2pay has offered its products and services, set its prices, and entered into this Agreement and Applicable Agreement in reliance upon the warranty, disclaimers, and the limitations of liability set forth herein.
USER’S REPRESENTATIONS AND WARRANTIES. 
The User represents and warrants that:

  1. it has had a full and adequate opportunity to read and review the Applicable Agreement and has had sufficient time to evaluate and investigate the provision of services under the Applicable Agreement and the financial requirements and risk associated with the same, it has the requisite capital to set up and maintain the infrastructure as required under the Applicable Agreement, neither the execution of the Applicable Agreement nor the performance of the User’s obligations under the Applicable Agreement will result in a violation or breach of any other agreement by which the User is bound, neither the User nor any of the User’s employees or agents is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of the Agreement or Applicable Agreement, it has the right to disclose or use all ideas, and other information, if any, which the User has gained from third parties, and which the User discloses to Talk2pay in the course of performance of the Agreement or Applicable Agreement, without liability to such third parties,
  2. it shall immediately intimate Talk2pay of any violation or potential violation of this Agreement by any Applicable Controlled Entity, or of other circumstances that may cause damage to the goodwill and reputation of Talk2pay,
  3. it shall provide periodic reports of business operations with respect to the services rendered under the Applicable Agreement to the sales executive assigned by Talk2pay to the User,
  4. it shall observe proper ethics and transparency in all its actions in the course of discharge of duties under the Applicable Agreement and shall not, in any circumstances, take any action or make any statement that may mislead any customer of Talk2pay.
  5. it will not allow the sale of any products and/or provision of any services which are specifically restricted by Talk2pay,
  6. it shall not access (or attempt to access) the website and the Products by any means other than through the interface that is provided by Talk2pay. It shall not use any deep-link, page scrape, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Talk2pay Platform, or in any way reproduce or circumvent the navigational structure or presentation of the platform, without Talk2pay’s express prior written consent.
  7. it shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, password "mining" or any other illegitimate means.

INDEMNIFICATION.
(1) User agrees to indemnify, save, and hold Talk2pay, its affiliates, contractors, employees, officers, directors, agents and its third party suppliers, licensors, and partners harmless from any and all claims, demands, actions, suits which may be threatened or brought against Talk2pay, and also against all losses, damages, liabilities, costs, charges and expenses, including without limitation, legal fees and expenses arising out of or related to:

  1. Users’ use or misuse of Talk2pay’s services or of the Site/application,
  2. any violation by the User of this Agreement or Applicable Agreement,
  3. any breach of representations, warranties and covenants made by the User in this Agreement, or Applicable Agreement,
  4. any claim or legal notice or quasi-legal proceedings to which Talk2pay may be required to become party or to which Talk2pay may be subjected by any person including any governmental authority, by reason of breach of any Applicable Law,
  5. due to failure of a User to obtain any required statutory or regulatory approval necessary for the performance of its obligations in the Applicable Agreement with Talk2pay,

(2) Talk2pay reserves the right, at User’s expense, to assume the exclusive defense and control of any matter, including rights to settle, for which concerned User is required to indemnify Talk2pay. User agrees to cooperate with Talk2pay’s defense and settlement of these claims. Talk2pay will use reasonable efforts to notify concerned User of any claim, action, or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it.

 

INTELLECTUAL PROPERTY. 
Talk2pay’s services and the Site are owned, operated and wholly owned property of Talkfever social media limited. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of Talk2pay’s services and the Site provided by Talk2pay (the “Materials”) are protected by Applicable Law. As between User and Talk2pay, all Materials and Talk2pay’s Intellectual Property are the property of Talkfever. User agrees not to remove, obscure, or alter Talk2pay or any third party's copyright, patent, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Talk2pay’s services. Except as expressly authorized by Talk2pay, the User agrees not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials or Talk2pay’s Intellectual Property. Parties do not accrue any rights or interest in the other Party’s Intellectual Property and use of any Intellectual Property by either User or Talk2pay shall be strictly in for the fulfillment of and in compliance with the terms of the agreement between such User and Talk2pay. Parties undertake that they shall not, nor will they allow others to, reverse engineer or disassemble any parts of the other’s Intellectual Property. If Users’ have comments regarding the Talk2pay’s services and the Site or ideas on how to improve it, please contact our Helpdesk. Please note that by doing so, concerned Users hereby irrevocably assign to Talk2pay, and shall assign to Talk2pay, all right, title and interest in and to all ideas and suggestions and any and all worldwide intellectual property rights associated therewith. Concerned User agrees to perform such acts and execute such documents as may be reasonably necessary to perfect the foregoing rights.
USE OF INTELLECTUAL PROPERTY. The user undertakes that:

  1. it shall use the Intellectual Property solely for the discharge of its duties under the Applicable Agreement,
  2. it shall use Intellectual Property of Talk2pay only in the form and manner stipulated by Talk2pay,
  3. it shall seek prior written consent from Talk2pay for use of Talk2pay’s Intellectual Property which is not previously provided for by Talk2pay,
  4. it shall bring to Talk2pay’s notice all cases concerning Talk2pay’s Intellectual Property’s (a) infringement, (b) passing off, (c) registration or (d) attempted registration,
  5. it shall render to Talk2pay all assistance in connection with any matter pertaining to the protection of Talk2pay’s Intellectual Property whether in courts, before administrative agencies, or otherwise,
  6. it shall not take any action which shall or may impair Talk2pay’s right, title or interest in the Intellectual Property, or create any right, title or interest therein or thereto, adverse to that of Talk2pay,
  7. it shall not use or permit to be used the Intellectual Property by any unauthorized person, and
  8. it shall not misuse the Intellectual Property or use it together with any other mark or marks.

MODIFICATION. 
Talk2pay reserves the right to change, modify, add, or remove the terms of this Agreement, either in its entirety or a part thereof (each, a “change”) at any time by posting a notification to the Site or otherwise communicating the notification to Users. The changes will become effective, and shall be deemed accepted by Users, 24 hours after the initial posting and shall apply immediately on a going-forward basis with respect to payment transactions initiated after the posting date. If Users do not agree with any such modification, Users sole and exclusive remedy is to terminate their use of the Services.
CONFIDENTIALITY. 
Talk2pay and its users shall keep Confidential Information as confidential. Each Party confirms that it shall protect Confidential Information with such security, confidentiality, and degree of utmost care as it would prudently apply to its own confidential information and use it solely in connection with the transaction to which the Confidential Information relates. Both Parties acknowledge and agree that they are aware of the sensitivity & secrecy involved in keeping the customer data/information and transaction records and shall ensure that neither any of the parties nor their employees, directors, etc will do any act to violate the same.
DISCLOSURE OF CONFIDENTIAL INFORMATION. 
Each party hereby agrees that it shall not disclose any Confidential Information received by it without the prior written consent of the other Party to any third party at any time. Provided, however, that either Party may make the following disclosures for which no consent shall be required from the other Party:
Disclosures to its directors, officers, employees, affiliates/subsidiaries/group/holding companies, third-party service providers and any employees thereof that it reasonably determines need to receive the Confidential Information;
Disclosures to its legal and other professional advisers, instructed by it that it reasonably determines to need to receive the Confidential Information; or
Disclosures to any person to whom it is required by law or any applicable regulatory, supervisory, judicial or governmental order, to disclose such information, or at the request of any regulatory or supervisory or judicial or government authority.
NON-SOLICITATION OF CLIENTS. 
During the term of this Agreement, the User shall not, either directly or indirectly, solicit, cause in any part of knowingly encourage any existing or potential clients or customers of Talk2pay to cease doing business or not to do business, in whole or in part with Talk2pay, or solicit, cause in any part or knowingly encourage an existing or potential clients or customers of Talk2pay to do business with any person other than Talk2pay, or associate with any prospective clients or customers while they continue to be clients or customers of Talk2pay.
TERMINATION. 
This Agreement and Applicable Agreement may be terminated in accordance with the clauses below:
Talk2pay may terminate the Agreement and Applicable Agreement without notice provided: (a) if, by the acts or default of the User, Talk2pay suffers damage to its name and reputation.
PROMOTION. 
The user shall promote the sale of Talk2pay’s products/services in accordance with the publicity and marketing guidelines issued by the Talk2pay from time to time. User shall only market/promote Talk2pay’s services as authorized by Talk2pay in writing in this behalf and shall not market/promote any other services that may potentially be provided by Talk2pay in the future unless otherwise authorized in writing.
FORCE MAJEURE. 
Neither Party shall be liable for failure to perform its obligations under this Agreement to the extent such failure is due to causes beyond its reasonable control. In the event of a force majeure, the we shall be unable to perform shall notify to the users in writing of the events creating the force majeure and the performance obligations will be extended by a period of time equal to the length of the delay caused by force majeure; provided that if any such delay exceeds ninety days, then following such ninety-day period,
For the purposes of this Agreement, force majeure events shall include, but not be limited to, acts of God, failures or disruptions, orders or restrictions, war or warlike conditions, hostilities, sanctions, mobilizations, blockades, embargoes, detentions, revolutions, riots, looting, strikes, stoppages of labor, lockouts or other labor troubles, earthquakes, fires or accidents.
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 User without Talk2pay’s prior written consent but may be assigned by Talk2pay without restriction. Any assignment attempted to be made in violation of this provision shall be void and of no effect.
HEADINGS.
The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions hereof.
NOTICE. Talk2pay may provide Users with notices and communications by email, regular mail, or posts on the Talk2pay website, www.Talk2pay.in or by any other reasonable means.
RELATIONSHIP BETWEEN THE PARTIES. 
This Agreement is not intended by the Parties to constitute or create a joint venture, pooling arrangement, partnership, agency or formal business organization of any kind. Talk2pay and the users shall be independent with each other for all purposes at all times.
GOVERNING LAW. 
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions.
ARBITRATION. 
Talk2pay may elect to resolve any dispute, controversy or claim arising out of or relating to the Agreement or Talk2pay’s services 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. Talk2pay shall nominate a sole arbitrator who shall preside over the arbitration proceedings between Talk2pay and concerned User. The arbitration shall be conducted in Gwalior (Madhya Pradesh), India and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either Talk2pay or concerned User may seek any interim or preliminary relief from a court of competent jurisdiction in Gwalior (Madhya Pradesh), India, necessary to protect the rights or the property of concerned User or Talk2pay (or its agents, suppliers, and subcontractors), pending the completion of arbitration. Any arbitration shall be confidential, and concerned User, nor shall Talk2pay disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of the arbitration award. All administrative fees and expenses of an arbitration will be divided equally between Talk2pay and concerned User. In all arbitrations, each party will bear the expense of its own lawyers and preparation. The language of the arbitration shall be English.
DISCLAIMER. 
To the fullest extent permissible pursuant to Applicable Law, Talk2pay and its officers, directors, employees, and agents disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
No advice or information, whether oral or written, obtained by a User from Talk2pay or through Talk2pay’s services or the Site will create any warranty not expressly stated herein. Any promo offers or discount coupons or whatsoever other means to be considered as the cost of marketing and branding but not forming a part of investment or other kind and / or no any offer of assurance of returns on whatsoever products and services.
Talk2pay does not authorize anyone to make any warranty on its behalf and Users should not rely on any such statement. Users acknowledge that Talk2pay is a reseller of products and services and is not liable for any third-party seller’s obligations. It is the User’s responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, merchandise and other information provided through the Site or on the Internet generally.
Talk2pay does not warrant that its services will be uninterrupted, or free of errors, viruses or other harmful components and that any of the foregoing defects will be corrected.
Talk2pay’s services and the Site and any data, information, third party software, Reference Sites, or software made available in conjunction with or through its services and the Site are provided on an “as is” and “as available”, “with all faults” basis and without warranties or representations of any kind either express or implied.
Talk2pay and its third-party suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of Talk2pay’s services, the Site or any Reference Sites in terms of correctness, accuracy, reliability, or otherwise.