ANNEXURE – I: DEFINITIONS

For the purposes of this Agreement:

1. “Applicable Law” means all laws, regulations, guidelines, and directions issued by the Reserve Bank of India (“RBI”), Government of India, NPCI, card networks, and any other competent authority from time to time.
2. “Customer” means the end-user who purchases goods/services from the Merchant.
3. “Facility Providers” means banks, licensed payment aggregators, NPCI, card networks, or other regulated financial institutions that enable the flow of funds.
4. “Merchant” means any person, business, or entity that uses Zapnow Payments’ technology services.
5. “Services” means the technology, APIs, SDKs, software, dashboards, and devices provided by Zapnow Payments.
6. “TSP” means Technology Service Provider, i.e., Zapnow Payments’ role of providing digital infrastructure and technology services without handling, holding, or settling funds.
7. “Chargeback” means a reversal of a Customer transaction initiated by the Facility Provider or card network.
8. “Refund” means any repayment made by the Merchant to a Customer, processed via the Facility Provider.
9. “Escrow Account” means the account maintained by the Facility Provider (and not by Zapnow Payments) for settlement purposes, where applicable.

ANNEXURE – II: ESCROW & SETTLEMENT

1. Zapnow Payments does not maintain or operate any Escrow Account.
2. All funds collected from Customers are routed directly through Facility Providers.
3. Settlement timelines, reconciliation, and fund disbursements are strictly between the Merchant and the Facility Provider.
4. Zapnow Payments may provide dashboard access, reports, and reconciliation files to assist Merchants in monitoring settlements, but Zapnow Payments has no liability for delays, short settlements, or failures.

ANNEXURE – III: REFUNDS

1. Refunds, whether full or partial, are the sole responsibility of the Merchant and are to be executed through the respective Facility Provider.
2. Zapnow Payments shall not be liable for initiating, approving, or funding refunds.
3. Zapnow Payments’ role, if required, is limited to passing Refund API calls or providing technology assistance to connect Merchant systems with Facility Providers.
4. Any dispute in refund processing must be raised directly with the Facility Provider.

ANNEXURE – IV: CHARGEBACKS

1. Chargebacks are initiated and governed entirely by Facility Providers and card networks.
2. Zapnow Payments shall not be liable for the outcome of any chargeback.
3. Zapnow Payments may provide transaction logs, API records, or device-level data to assist the Facility Provider or Merchant in resolving chargeback disputes.
4. The Merchant shall remain liable for providing supporting documents and evidence to the Facility Provider in case of a chargeback.

ANNEXURE – V: COMPLIANCE & RESTRICTIONS

1. Merchants must comply with all Applicable Laws, including those prescribed by RBI, NPCI, card networks, and other regulatory authorities.
2. Zapnow Payments strictly prohibits usage of its Platform for:
   • Money laundering, cryptocurrency, gambling, or prohibited goods/services.
   • Sale of counterfeit, stolen, or restricted items.
   • Activities that may expose Zapnow Payments or Facility Providers to reputational or regulatory risks.
3. Zapnow Payments may suspend Services immediately if a Merchant is found in violation.

ANNEXURE – VI: DEVICE & SOFTWARE TERMS

1. Devices and software provided by Zapnow Payments are licensed, not sold.
2. Merchants are responsible for safeguarding devices, preventing tampering, and using them solely for lawful business purposes.
3. Zapnow Payments may remotely deactivate devices or software if the Merchant breaches these Terms.

ANNEXURE – VII: LIABILITY FRAMEWORK

1. Zapnow Payments’ role is limited to technology enablement.
2. Zapnow Payments shall not be liable for:
   • Settlement delays, failed refunds, or chargebacks (all handled by Facility Providers).
   • Failures of telecom operators, internet providers, NPCI switches, or bank systems.
   • Any indirect, incidental, or consequential losses.
3. Zapnow Payments’ total liability under this Agreement shall not exceed one (1) month of technology service fees paid by the Merchant.

ANNEXURE – VIII: DISPUTE RESOLUTION

1. Any disputes between Customers and Merchants shall be resolved directly between them.
2. Zapnow Payments may assist with technology logs but is not a party to Customer disputes.
3. Any disputes involving Facility Providers shall be governed by the Facility Provider’s terms.
4. Disputes between Zapnow Payments and the Merchant under these Terms shall be subject to arbitration under the Arbitration and Conciliation Act, 1996, seated in Bengaluru, Karnataka.

ANNEXURE – IX: MERCHANT ONBOARDING ADDENDUM

1. Merchant Due Diligence & KYC

1. As part of onboarding, the Merchant must submit valid KYC documents, including but not limited to:
   • Certificate of Incorporation / Partnership Deed / Proprietorship Proof,
   • PAN, GST registration, Shops & Establishment certificate (where applicable),
   • Identity & Address proof of Authorized Signatories,
   • Bank Account details for settlement (directly with Facility Provider).
2. Zapnow Payments shall only act as a TSP facilitator in the onboarding process by:
   • Providing an online platform for KYC document collection,
   • Running preliminary technology-enabled checks (OCR, liveness, duplication checks),
   • Forwarding such documents and reports to the relevant Facility Provider.
3. Final approval or rejection of Merchant onboarding shall be at the sole discretion of the Facility Provider.

2. Merchant Categories

1. Merchants are classNameified as per risk categories mandated by Facility Providers (Low, Medium, High Risk).
2. Zapnow Payments may assign a risk label in its dashboard for monitoring purposes, but such classNameification shall not be deemed a regulatory underwriting decision.
3. Facility Providers retain sole authority to impose additional requirements, hold settlements, or terminate a Merchant relationship based on risk category.

3. Prohibited & Restricted Merchants

1. The Merchant agrees not to use the Platform for activities prohibited under Applicable Law or Facility Provider policy, including but not limited to:
   • Gambling, betting, lottery, sweepstakes, games of chance, and fantasy sports (unless specifically permitted by law),
   • Sale of cryptocurrency, NFTs, or other virtual assets,
   • Firearms, ammunition, explosives, or weaponry,
   • Adult content, escort services, or pornography,
   • Counterfeit, stolen, or illegal goods,
   • Pyramid schemes, MLM, or get-rich-quick schemes,
   • Drugs, narcotics, e-cigarettes, and restricted substances,
   • Donations, crowdfunding, or NGOs without requisite licenses.
2. Zapnow Payments may suspend technology access to Merchants engaging in restricted activities, and shall notify the Facility Provider.

4. Merchant Responsibilities During Onboarding

• The Merchant must ensure that all submitted information is true, accurate, and complete.
• Any false or misleading documentation may lead to immediate suspension of services.
• The Merchant must promptly update Zapnow Payments and the Facility Provider in case of any changes to ownership, business activity, or compliance status.

5. Onboarding Timeline & Activation

• Zapnow Payments shall make best efforts to process onboarding documentation and forward it to the Facility Provider within the agreed timeline.
• Merchant accounts will be activated only upon Facility Provider’s approval.
• Zapnow Payments shall not be liable for delays caused by incomplete documents, regulatory queries, or Facility Provider due diligence.

6. Ongoing Monitoring

• Zapnow Payments may run periodic checks (via automated systems) on Merchant websites, apps, or stores to flag prohibited content.
• Zapnow Payments may share such monitoring results with Facility Providers for compliance review.
• Zapnow Payments may suspend or disable Merchant access to the Platform in case of repeated or high-risk violations.

This makes it clear and audit-compliant that:

• Zapnow Payments collects, digitizes, and routes KYC,
• Zapnow Payments does not “approve” or “underwrite” merchants (Facility Provider does),
• Prohibited merchants are listed (like Razorpay’s), but Zapnow Payments’ role is to restrict access to its tech services and escalate to Facility Providers.

ANNEXURE – X: RISK & COMPLIANCE FRAMEWORK

1. General Principles

1. Zapnow Payments operates strictly as a Technology Service Provider (TSP) and is not a regulated entity under RBI.
2. All statutory obligations relating to Anti-Money Laundering (AML), Counter-Terrorist Financing (CTF), Suspicious Transaction Reporting (STR), and Cash Transaction Reporting (CTR) rest with the respective Facility Providers.
3. Zapnow Payments supports Facility Providers by providing technology infrastructure, monitoring tools, and alerts to assist in compliance.

2. Know Your Customer (KYC)

1. Zapnow Payments collects Merchant KYC documents through its platform and shares them securely with Facility Providers.
2. Zapnow Payments may perform preliminary validations (OCR checks, deduplication, liveness verification, etc.), but the final verification rests with Facility Providers.
3. Any request for updated documents from regulators or Facility Providers shall be communicated to Merchants via Zapnow Payments’ platform.

3. Transaction Monitoring

1. Zapnow Payments may implement automated monitoring tools to identify unusual or potentially suspicious Merchant activity, including:
   • Sudden spikes in transaction volumes,
   • Repeated failed transactions,
   • High chargeback/refund ratios,
   • Use of restricted MCC codes or unusual payment patterns.
2. Such alerts shall be shared with Facility Providers for review and further regulatory action.
3. Zapnow Payments does not file STRs/CTRs directly with FIU-IND or RBI — this obligation lies with Facility Providers.

4. Prohibited & High-Risk Activities

1. Merchants must not engage in activities prohibited under Applicable Law (as listed in Annexure IX).
2. Zapnow Payments may classNameify certain Merchant categories as “High Risk” based on Facility Provider or regulator guidance, e.g., gaming, forex, remittances, etc.
3. Zapnow Payments may suspend or restrict Platform access of such Merchants and escalate findings to Facility Providers.

5. Record Keeping & Audit Support

1. Zapnow Payments shall maintain records of:
   • Merchant onboarding documents,
   • API logs, transaction metadata,
   • Monitoring alerts and Merchant correspondence.
2. These records shall be retained for a minimum of 5 years or longer if required by Facility Providers.
3. Zapnow Payments shall provide such records to Facility Providers, auditors, or regulators upon lawful request routed through the Facility Provider.

6. Reporting & Escalation

1. Zapnow Payments shall:
   • Escalate suspicious activity alerts to the relevant Facility Provider within agreed SLAs.
   • Cooperate with Facility Providers in case of regulatory inspections or audits.
   • Immediately suspend Merchant access to Services if instructed by Facility Providers or regulators.
2. Zapnow Payments shall not be liable for regulatory penalties or enforcement arising out of the Merchant’s non-compliance.

7. Regulatory Cooperation

1. Zapnow Payments will extend full cooperation to Facility Providers during regulatory audits, inspections, or compliance reviews.
2. Any regulator communication received by Zapnow Payments shall be forwarded to the relevant Facility Provider without delay.