Any failure or delay by Razorpay to enforce or exercise any provision of these Terms, or any related right, shall not constitute a waiver
by Razorpay of that provision or right. The exercise of one or more of Razorpay's rights hereunder shall not be a waiver of, or preclude
the exercise of, any rights or remedies available to Razorpay under these Terms or in law or at equity. Any waiver of any provision shall
only be effective if made in writing and executed by a duly authorized officer of Razorpay.
12. FORCE MAJEURE
If performance of Services/Website by Razorpay is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes,
acts of God, epidemic, pandemic, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware,
trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Website, utility or communication failures,
earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order,
proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority
or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause,
which are beyond the reasonable control of Razorpay, then Razorpay shall be excused and discharged from such performance to the
extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a
breach by Razorpay of its obligations herein or incur any legal liability on Razorpay.
13. ANTI BRIBERY AND SANCTIONS LAWS
You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials, representatives, agents or any
other person associated with or acting on behalf of You from giving, offering, promising to offer, receiving/ accepting or acting in any
other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the
country or from abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority,
elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an
improper commercial/ business advantage of any kind. Government officials include any government employee, candidate for public
office, an employee of government- owned or government–controlled companies, public international organisations and political parties.
You also agree not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of anything of
value to anybody for the purpose of inducing or rewarding any favourable action or influencing any decision in Your favour.
14. ADDITIONAL TERMS
14.1. You may not assign or otherwise transfer Your rights or obligations under these Terms. Razorpay may assign its rights and duties
under these Terms without any such assignment being considered a change to the Terms and without any notice to You. If we fail to act
on Your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.
Additional terms applicable to the Services provided by Razorpay or its affiliates are as under:
(a) The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your and Our observance of the
same. If You take any legal action relating to Your use of the Website or these Terms, You agree to file such action only in the courts
located in Bangalore, India. In any such action that We may initiate, the prevailing party will be entitled to recover all legal expenses
incurred in connection with the legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees.
You acknowledge that You have read and have understood these Terms, and that these Terms have the same force and effect as a signed
agreement. This clause shall survive termination of the Terms.
(b) Without prejudice to any other rights or remedies Razorpay may have, You hereby agree and confirm that Razorpay shall have the
right to set-off by whatever means the whole or any part of Your liability to Razorpay under these Terms (or any other agreement
between You and Razorpay or its affiliates) against any funds, sums or other amounts credited to, or owing to, You under these Terms (or
any other agreement between You and Razorpay or its affiliates). You agree that Razorpay may exercise the right of set-off at any time,
without any prior notice to You. In the event such set-off does not fully reimburse Razorpay for the liability owed, You shall pay
Razorpay a sum equal to any shortfall thereof.
(c) You shall not (whether on-line or otherwise): (i) describe Yourself as an agent or representative of Razorpay or any Facility Provider;
(ii) represent that You have any rights to offer any products or services offered by Razorpay or the Facility Provider; and (iii) make any
representations to Your customer or any third party or give any warranties which may require Razorpay or Facility Provider to undertake
to or be liable for, whether directly or indirectly, any obligation and/or responsibility to customer or any third party. (d) Razorpay
reserves the right to make changes to the Website, related policies and agreements, these Terms and the Privacy Policy at any time as it
deems fit and proper, including but not limited to comply with changes in law or regulation, correct inaccuracies, omissions, errors or
ambiguities, reflect changes in the process flow, scope and nature of the Services and ancillary services, company reorganization, market
practice or customer requirements. Upon any change, Your continued use of the Services and ancillary services constitutes acceptance of
the changes and an agreement to be bound by Terms, as amended. If You do not agree to the changes, You may please discontinue Your
use of the Services.
14.2. An end user may avail dynamic currency conversion ("DCC") services which may be made available by Razorpay to an end user,
as applicable. The transaction amount payable by the end user towards the purchase of goods or services from a merchant shall be
inclusive of charges for such DCC services availed by the end user. An end user may reach out todcc_invoice@razorpay.com, by
providing the payment ID and end user contact number, to get invoices for DCC transactions.
15. ADVERTISING