Terms Of Service

Terms of Services

MIMO Technologies Private Limited Terms of Use Agreement

MIMO Technologies Private Limited (“MIMO,” “we,” “our” or “us”) provides a payment processing service that allows businesses (“Merchants”) to accept payments from their customers (“Consumers”). We call our payment processing service the “MIMO Service.” This user agreement (“Agreement“) governs your use of the MIMO Service, the MIMO Mobile application, associated software and the related web sites (together, the “Service”) regardless of how you access them. Please read this Agreement carefully. This Agreement is divided into four parts. Part I explains the Service and general terms that apply to both Merchants and Consumers. Part II explains the terms that govern your use of the Service if you are a Merchant. Part III explains the terms that govern your use of the Service if you are a Consumer. Part IV contains additional legal terms that apply to both Merchants and Consumers, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute. In all cases, this Agreement governs your use of our web sites. To access and use the Service, you must accept all of the terms of this Agreement

Part I: GENERAL TERMS

Accepted Cards

The Service processes payments, including credit and debit card-based payments, initiated with cards bearing the trademarks of RuPay, American Express Company, , MasterCard International Inc. and Visa Inc. (collectively, the “Card Associations”). The Service works with India-issued credit and debit cards with a RuPay, Visa, MasterCard, , and American Express logo (“Card(s)”). We may remove or add Cards that we accept at anytime without prior notice. We will only process Cards that receive an authorization from the applicable Card Association or card issuer.

Card Association Rules

The Card Associations require that we and you comply with all applicable bylaws, rules, and regulations (“Card Association Rules”). The Card Associations have historically reserved the right to amend their rules and regulations. We may be required to change this agreement in connection with amendments to the Card Association Rules. Significant portions of the Card Association Rules are available to the public at usa.visa.com, www.mastercard.com, www.americanexpress.comand www.npci.org.in.

Restrictions on Use

You may use the Service only to the extent that you obey all laws, rules, and regulations applicable to your use of the Service. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell our Service on behalf of any third party. This means that you may not use the Service to handle, process or transmit funds for any third party. You also may not use the Service to process cash advances.

Unauthorized or Illegal Use

We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of any agreement with us, or exposes us, our processors, you or other users of the Service to harm. Harm includes fraud and other criminal acts.

Ownership and License

The Service is licensed and not sold. We and our partners reserve all rights not expressly granted to you in this Agreement. The service is protected by copyright, trade secret and other intellectual property laws. We and our partners own all rights, title, interest and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trademarks or service marks.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to make, accept and receive payments and to manage the funds you so receive, in accordance with this Agreement.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our other products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Your Privacy and the Privacy of Others

Your right to privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

By using the Services, you may receive information about payers or other users. You agree to (a) keep such information confidential; for example, not disclose it to third parties, (b) only use it in connection with the Service and (c) comply with all applicable laws and regulations, including, without limitation, privacy and data protection laws and regulations.

Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide such information at your own risk.

Part II: TERMS FOR MERCHANTS

Your MIMO Mobile Account

You must open an account with us (a “MIMO Mobile Account”) in order to use our Service. Our registration process will ask you for information including your name and other personal information. You must provide accurate and complete information in response to our questions. You must also keep your account information up-to-date. You must choose a reasonably descriptive business name that clearly identifies you or your business. This text will appear on the payer’s credit or debit card statement. You agree to bear any costs for any transaction disputes resulting from your failure to use a reasonably descriptive business name.

After activation of your MIMO Mobile Account, you will be asked to complete your user profile including providing your bank account information for automatic deposits of funds. You must complete this in order to access any funds that you accept through the Service. If you accept a payment prior to providing your bank account information, we will deposit related funds after you provide your auto deposit information.

The Service and your MIMO Mobile Account may only be used within India. You may not export the Service directly or indirectly, and you acknowledge that the Service may be subject to export restrictions imposed by Indian laws.

You may not use the Service to accept payments in connection with any of the activities or businesses listed below. By accepting this Agreement, you confirm that you will comply with these requirements. Securities including shares, bonds, debentures, share tips etc. and/or any other financial instruments/assets of any description.
Living, dead creatures and/or the whole or any part of any animal which has been kept or preserved by any means Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction. E.g Elephant Tusks, Rhino Horns, etc.
Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products.
Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
Drugs and drug paraphernalia which include illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms. Psychotropic (mood altering) substances, narcotics, intoxicants of any description, medicines, palliative/curative substances. Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical Practitioner. Herbal and Ayurvedic products.
Religious items, including books, artifacts, etc. of any description or any other such item which is likely to affect the religious sentiments of any person.
“Antiquities” and “Art Treasures”.
Adult goods and services and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites.
Body parts which includes organs or other body parts.
Child pornography which includes pornographic materials involving minors.
Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials. Digital download/PDF (eBook, software) e.g.: Music/Movies: content downloaded from the internet and burned on CDs and sold as genuine.
Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled Software. E.g.: Downloaded software copied/ burned on a marketable CD and sold as authentic/ trial versions of software downloaded and sold as genuine. Bundled software is software distributed with another product such as a piece of computer hardware or other electronic devices or a group of software packages which are sold together and are released/ authorized by Manufacturers Only.
Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods.
Endangered species which includes plants, animals or other organisms (including derivatives) in danger of extinction.
Gaming/gambling which includes lottery tickets, contests, sports bets, memberships/ enrollment in online gambling sites, and related content.
Hacking and cracking materials which includes manuals, how-to-do guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property.
Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
Offensive goods which includes literature, products or other materials that:
Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors.
Encourage or incite violent acts.
Promote intolerance or hatred.
Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.
Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substances.
Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications.
Wholesale currency which includes discounted currencies or currency exchanges.
Any product or service which is not in compliance with all applicable laws and regulations of India or international, whether federal, state, local.
Businesses or websites that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Websites supplying medicines or controlled substances, websites that promise online match-making).
Businesses banned/kept strict vigil on, by law (e.g. Betting & Gambling/lotteries/sweepstakes & games of chance).
SIM cards.
Selling of medical packages.
Unauthorized Wallet services.
Sites booking online appointments, websites selling VIA Call Centers.
Technical Support Eg: Web Hosting, SEO, Web designing, and allied services.
Pyramid/Referral Schemes Eg: A pyramid scheme/ referral scheme is an unsustainable business model that involves promising participants payment or services, primarily for enrolling other people into the scheme, rather than supplying any real investment or sale of products or services to the public.
Marketing – Bulk Emails, Bulk SMS’s. Eg: mails/messages sent via mail servers and/or Bulk SMS service providers.
Spy Camera’s and Likewise.
Protein Supplements, Height increaser, Weight Loss/Gain, Impotency, Hair Loss/Hair Fall , Memory Enhancement, etc.
Counseling and consulting services/market research – Online Consulting – Of any Kind.
Recruitment classifieds/job portals. work-at-home jobs/information.
Rental services for goods.
Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
Drop-shipped merchandise. Eg: Drop shipping is a supply chain management technique in which the retailer does not keep goods in stock, but instead transfers customer orders and shipment details to either the manufacturer or a wholesaler, who then ships the goods directly to the customer.
Portfolio design. Eg: Financial services like Mutual Funds, Stocks, IPOs, etc. In addition, the following activities are restricted and not permitted under this Agreement:
Using MIMO Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity;
Using MIMO Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation materials, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signature;
Using MIMO Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
Using MIMO Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about Customers, registered recipients, or third parties without their consent;
Using MIMO Services to collect legal fees;
Using MIMO Services in order to act as a private banking institution;
Any activity which is in violation of the Competition Act 2002 and the rules and regulations framed thereunder;
Using MIMO Services in any manner that could damage, disable, overburden, or impair MIMO and/or Acquiring Bank, including without limitation, using the Services in an automated manner;
Using MIMO Services, in any manner or for whatsoever purpose, to host, display, upload, modify, publish, transmit, update or share any Information that:
belongs to another person and to which the User does not have any right to,
is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever,
harm minors in any way,
infringes any patent, trademark, copyright or other proprietary rights of any third party,
violates any law for the time being in force,
deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature,
impersonate another person,
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource, and
threatens the unity, integrity, defence, security or sovereignty of India, 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 any other nation.

If your request to open a MIMO Mobile Account is approved, we may request additional identification from you at any time. We may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, a business license, customer receipts, or other documentation. We may also ask for permission to inspect your business location. If you refuse any of these requests, your MIMO Mobile Account may be terminated. We reserve the right to suspend or terminate your MIMO Mobile Account if you do not reasonably satisfy identity verification criteria.

Compatible Mobile Devices

Your MIMO Mobile Account permits you to accept payment card transactions on a compatible mobile device. Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls—sometimes referred to as “jailbreaking”—are not compatible mobile devices. You acknowledge that the use of a modified device to use the Service is expressly prohibited, constitutes a violation of the terms of this agreement, and is grounds for termination of your MIMO Mobile Account. We do not warrant that the Service will be compatible with your mobile device or third party carrier. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

Our Role

We are not a bank, and we do not offer banking service as defined by the Reserve Bank Of India.

As a merchant payment processor, we process payments you receive from Consumers. This means that we collect, analyze and relay information generated in connection with these payments. In order to serve in this role, we must enter into agreements with Card Associations, other processors and banks. Some of these third parties require that account holders processing over a specified sum per year enter into an additional agreement with us and our payment processors and other third parties. If you are such a user, we will provide you a “Commercial Entity Agreement” that you must complete in order to use the Service.

Your Authorization

By accepting the terms of this Agreement, you specifically authorize us, for as long as you have an active MIMO Mobile Account, to:

Request, identity, verify information about you, including a government recognized document/ID that contains your name and address. We may periodically obtain additional reports to determine whether you continue to meet the requirements for a MIMO Mobile Account;
Share information about you and your MIMO Mobile Account with our processor;
Contact and share information about you, your application for a MIMO Mobile Account (including whether you are approved or declined) and your MIMO Mobile Account with your bank or other financial institution. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct our risk management process;
Hold, receive, disburse and deduct funds from your MIMO Mobile Account and bank accounts on your behalf; and
To share information about you, your MIMO Mobile Account, and any of your transactions with law enforcement if we reasonably suspect that your MIMO Mobile Account has been used for an unauthorized, illegal, or criminal purpose.

Applicable Card Association Rules

You acknowledge that (a) all Card transactions are processed as “card not present” transactions, even where the Consumer is at the physical point of sale and (b)under the Card Association Rules, a buyer has different Chargeback rights for “card not present” transactions than for transactions where the buyer physically presents the card to the seller.

Underwriting

We will review some or all of the information that you submit in connection with your request to sign up for the Service. We may forward such information on to its processor. After you submit your application, we or our processor may conclude that you will not be permitted to use the Service.

Transaction Limits

We may impose various transaction limits and rules to protect itself and others. If you believe that the transaction limits are interfering with your business, please contact our support to request higher limits. We may require more information about your business to evaluate your request and will decide at its sole discretion whether to honor such requests. We will consider a variety of factors in making its decision, including but not limited to a proprietary set of rules, Chargeback rates, transaction behavior, and other supplemental data about your business.

Our Fees

You agree to pay the applicable fees listed below when you use the Service (“Fees”). These Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds [in your MIMO Mobile Account balance]/[and] prior to deposit of funds into your bank account.

Transaction Fees:

RuPay, Visa, MasterCard, American Express, and Debit Card / Credit Card Processing: 2.00% + Service Tax (as applicable) per transaction

Daily Usage fees:

Rs. 5/- will be charged & deducted from the first transaction every day whenever MIMO is used as fees for the day’s availability services.

Subject to the terms of this Agreement, we reserve the right to change our Fees. If we change our Fees, we will give you fifteen (15) days notice of any change. You will not be permitted to continue to use the Service without accepting the change in Fees. All balances and all Fees, charges, and payments collected or paid through the Service are denominated in Indian Rupees.

Access to Your Funds

Subject to the payout schedule stated below, our merchant bank partner will deposit to your bank account the amounts actually received by us for transactions submitted through the Service (less any applicable Fees). We reserve the right to revise our payout schedule. Once your bank account information is verified, we will automatically initiate a payout to your designated bank account in T+3 days or less, except as provided below. Payouts to your bank account may sometimes take longer to register subject to your bank’s policies.

Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we or the designated financial institutions have accepted the transaction or funds. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. You must notify us of any errors in payments made to you within thirty (30) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error will be deemed a waiver of any right to amounts owed to you.

Transaction Disputes

Transactions may be disputed at anytime up to 180 (one hundred eighty) days, from the date of Transaction by the Buyers as per the Card Association Rules. Disputes resolved in favor of the Buyers may result in reversal of Payments to the Buyers. In the event of rejection/suspension of Payments to the Seller, Chargebacks, refunds and/or any other dispute relating to the Transactions contemplated under this Agreement (“Disputed Transaction”), on any grounds whatsoever, we will forthwith notify the Seller of the same.

On such notification the Seller will conduct an internal review of such matter and will, within 5 (five) days from receipt of notification, revert to us in writing either:

requesting us to refund (“Refund Request”) the Payment received by the Seller in respect of such Transaction (“Refund Monies”); or
providing us with a statement explaining how the Disputed Transaction is not warranted together with all documentary evidence in support of contesting such Disputed Transaction.

In the event that the Seller provides a Refund Request to us or fails to contest such Disputed Transaction within the aforesaid 5 (five) day period or contests Disputed Transaction without providing supporting documentation to ours, Payment System Providers, Card Association and/or Issuing Institution’s satisfaction, we will be entitled to recover the Refund Monies from credits subsequently made to the Nodal Account with respect to Payments made by the Seller’s Buyers.

In the event that we are unable to recover the Refund Monies as aforesaid, due to the amounts credited to the Nodal Account being lower than the Refund Monies, we will deduct the remaining Refund Monies from the Security Deposit and/or set-off the remaining Refund Monies against the future payables to the Seller and refund the same to the respective Buyers. The Seller will be liable to make payment of the Refund Monies or part thereof which has not been recovered by us forthwith. It is hereby agreed and acknowledged by the Parties that the Fees charged by us in respect of the Disputed Transaction will not be refunded or repaid by us to the Seller, Buyer or any other person.

Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and Service (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. Our processor will likely report annually to the Income Tax Authorities (ITA), your name, business name, address, PAN the total INR amount of the payments you receive in a financial year, and the total INR amount of the payments you receive for each month in a financial year.

Receipts

You must make a written receipt available to your customers for all transactions. You may also offer electronic receipts for delivery through email to your customers. Your receipt must comply with State and Central consumer laws. You are expected to keep these Receipts in your physical record for at least 2 years from the date of Transaction.

Customer Service

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to your MIMO Mobile Account.

Refunds and Returns

By accepting Cards with MIMO Mobile Pay, you agree to process returns, and provide refunds and adjustments for, your goods or services through your MIMO Mobile Account in accordance with this Agreement and Card Association Rules. Card Association Rules require that you will (a) maintain a fair return, cancellation or adjustment policy, (b) disclose your return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a Card sale, unless required by law and (d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the buyer, you may still receive a Chargeback relating to such sales. You can process a refund through your MIMO Mobile Account up to fifteen (15) days from the day you accepted the payment.

Account History

We provide you an online transaction history of all of your authorized transactions. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your MIMO Mobile Account and your use of the Service and (b) reconciling all transactional information that is associated with your MIMO Mobile Account.

Processing Errors

We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the correct amount to which you were entitled, we will credit your bank account for the difference. If the error results in your receipt of more than the correct amount to which you were entitled, we will debit the extra funds from your bank account. We will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days o f when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

Termination

If your MIMO Mobile Account is terminated, suspended, or put on hold for any reason or no reason, you agree (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers and (e) that we shall not be liable to you or any third party for termination of access to the Service or for deletion of your information or account data.

Your Right to Terminate

You may terminate this Agreement by closing your MIMO Mobile Account at any time. Upon closure of a MIMO Mobile Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled. If an investigation is pending at the time you close your MIMO Mobile Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.

Suspension or Termination by Us

We may terminate this Agreement and close your MIMO Mobile Account for any reason or no reason at any time upon notice to you. We may also suspend the Service and access to your MIMO Mobile Account (including the funds pending) if you (a) have violated the terms of this Agreement, any other agreement you have with us or our policies, (b) pose an unacceptable credit or fraud risk to us or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

Part III: TERMS FOR CONSUMERS

The Service allows you to pay invoices from Merchants using your credit or debit card. By using the Service, you give us permission to share your information with others as part of processing a payment through the Service. For example, we may provide a Merchant with your email address if you request a transaction receipt.

We are not responsible for the goods and services that you purchase using the Service. The Merchant, and not MIMO, provides those goods and services and is responsible for customer service related to those goods and services, including order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and issues concerning experiences with a Merchant’s personnel, policies, or processes. The applicable Card Association and/or other entity issuing your Card, and not MIMO, is responsible for customer service related to your Card.

Part IV: ADDITIONAL LEGAL TERMS

Representation and Warranties

You represent and warrant to us that, as applicable, (a) you are at least eighteen (18) years of age, (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement, (c) you are a legal Indian resident, an Indian citizen, or a business entity authorized to conduct business in India and will only process payments using the Service while in India, (d) the name identified by you when you registered is your name or business name under which you sell goods and services, (e) any sales transaction submitted by you will represent a bona fide sale by you, (f) any sales transactions submitted by you will accurately describe the goods and/or service sold and delivered to a purchaser, (g) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser, (h) you and all transactions initiated by you will comply with all central, state, and local laws, rules, and regulations applicable to you and/or your business, including any applicable tax laws and regulations, (i) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity, (j) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Service and (k) your use of the Service will be in compliance with this Agreement.

Indemnity

You will indemnify, defend, and hold us and our partners (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable lawyers’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of this Agreement, our policies or the Card Associations’ rules, (b) your wrongful or improper use of the Service, (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you), (d) any customer review, rating, comment, customer contact information, or testimonial which is published online through your use of the MIMO application and related web site, (e) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights, (f) your violation of any law, rule or regulation of India or any other country and (g) any other party’s access and/or use of the Service with your unique username, password or other appropriate security code.

No Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, MIMO, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE.

The Service is controlled and operated from facilities in India. We make no representations that the Service is appropriate or available for use in other locations.

Limitation of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIMO, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR MIMO MOBILE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIMO, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE AND/OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL MIMO, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Arbitration

In the event of a dispute in connection with these Terms and Conditions, the same shall be referred to arbitration in accordance with the Arbitration & Conciliation Act, 1996. The number of arbitrators shall be three (3), of which one will be appointed by the Merchant, one by MIMO and the third arbitrator shall be appointed by the two arbitrators so appointed. The arbitration shall be held at Delhi, India and the arbitration shall be conducted in the English language. These Agreement and Terms and Conditions thereof shall be governed by laws of India and courts of Delhi shall have exclusive jurisdiction to entertain a dispute in connection herewith.

For purposes of this arbitration provision, references to you and MIMO also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Service. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state of New Delhi and you waive any objection based on improper venue or forum non conveniens.

Limitation on Time to Initiate a Dispute

Unless otherwise required by law, an action or proceeding by you relating to any dispute must commence within one eighty days after the cause of action accrues.

Governing Law

This Agreement and any Dispute will be governed by Indian law without giving effect to any choice or conflict of law provision.

Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at mimotech.com or any other website maintained or owned by us for the purposes of providing Service in terms of this Agreement. Any use of the Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. However, any Dispute that arose before the modification shall be governed by the Agreement that was in place when the Dispute arose.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.

Miscellaneous

Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and us, and they describe the entire liability of us and our vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other MIMO agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement remains in effect in accordance with their terms upon the termination of this Agreement.