T-CHOWK LABS PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 and having its registered office address at Third Floor, 311, TOWER-A Unitech Business Zone,Sector 50,Gurugram (hereinafter referred to as “First Party” or “Company” or “Disclosing Party” which means and include, unless repugnant to the context or meaning thereof mean and include its liquidators, successors, receivers and assigns) of the FIRST PART.

AND

An entity existing under the laws of India and having its principal place of business / registered office (hereinafter referred to as "Second Party" or “Receiving Party” which shall mean and include, unless repugnant to the context or meaning thereof mean and include its affiliates, assigns, liquidators, successors and permitted assigns) of the OTHER PART.

“First Party” and “Second Party” are hereinafter individually and collectively referred to as “Party” and “Parties” respectively, as the context may require.

WHEREAS

T-CHOWK LABS PVT LTD is a provider of SaaS Platform, rendering it’s services to educational institutions across India, under its trade name “School Mitra”. The Company has an online Financial Management System with Payment gateway service integrated into its platform, for which it has entered into a separate service agreement with RAZORPAY SOFTWARE PRIVATE LIMITED (“Razorpay”), a company incorporated under the Companies Act, 1956, having its registered office at 1st Floor, SJR Cyber, 22, Laskar Hosur Road, Adugodi, Bangalore - 560030.

The Company is entering into this Service Agreement with the Second Party for enabling the educational institution to use its payment gateway. NOW, THEREFORE, in consideration hereof the Parties entering into discussions regarding the Purpose, the Parties hereby agree as follows:

DEFINITIONS

Unless the context otherwise provides or requires, the following words and expressions used in this Agreement shall have the meaning as provided to them herein below:

1. “Agreement” means this agreement, including the recitals, schedules, appendices, annexures and exhibits and any amendments thereto from time to time.

2. “Business Day”means a day (other than Sunday, national holidays and bank holidays in India) on which nationalized banks are generally open in India for the conduct of banking business and comprising normal working hours.

3. “Confidential Information” shall mean all and any information:

   1. which either Party may have or have acquired before or after the date of this Agreement in relation to the Services and processes of either Party, any other related information, trade secrets and all other information designated as confidential by the Party from time to time;

   2. which either Party may have acquired before or after the date of this Agreement in relation to the customers, business, operations, financial conditions, assets or affairs of the other Party resulting from: negotiating this Agreement; or exercising its rights or performing its obligations under this Agreement; or which relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement).

4. “Person”means any individual, firm, company, governmental authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).

5. “Merchants”shall mean any person or entity introduced or referred to Razorpay by the First Party.

6. “Customers”shall mean any person or entity who are availing services or products of the Merchant using Razorpay Services.

7. “Transaction” shall mean a financial transaction conducted by the Customer through Razorpay Services.

1.TERM

This Agreement shall be effective from the date of the execution of this Agreement (hereinafter referred as the "Effective Date"). The Agreement shall be valid, legal and binding on the Parties until terminated in accordance with terms of this Agreement.

2.CONFIDENTIALITY

"Confidential Information" shall mean any and all information disclosed, in machine-readable, electronic, graphic or written form, including but not limited project sites, engineering design, contracts, land leases, land easements, pricing details, contract details, ideas, discoveries, drawings, models, samples, requirements, standards, presentations, supporting documentation, financial data utility models, trademarks, industrial designs whether registered or unregistered, trade secrets, copyrights and neighbouring rights, techniques, know-how, ideas, concepts, algorithms, and other intellectual or industrial property created or developed by the Disclosing Party, which is confidential in nature that is communicated in connection with the Purpose by the Disclosing Party or through its Representative, to the Receiving Party or its Representative, contained therein and/or in relation thereto, title to which belongs to the Disclosing Party or for which the Disclosing Party has obtained a right to disclose or divulge.

3.Restrictions & Liabilities

3.1 The Receiving Party hereby acknowledge that the Confidential Information provided by the Disclosing Party, and all rights contained therein and/or in relation thereto, are the exclusive property of the Disclosing Party including any and all intellectual property rights therein and shall be held in trust by the Receiving Party.

3.2 Receiving Party therefore undertakes to keep in the strictest confidence the Confidential Information received, as specified hereinbefore, and to protect and safeguard the same by taking measures at least equal to those applied or applicable to its own confidential information, but no less than reasonable care.

3.3 Receiving Party shall use the Confidential Information received solely for the Purpose and in accordance with this Agreement. The Receiving Party expressly agrees not to discuss or use this Confidential Information or disclose it to any other third party: individual, corporation or organization for any other purposes, including any disclosure that would result in a personal and/or business gain for him/herself, or for any individual, corporation or organization without the prior written consent of the Disclosing Party.

3.4 Furthermore, Receiving Party agrees not to disclose, either directly or indirectly, the Confidential Information received from Disclosing Party or any part thereof to third parties without the prior written approval of the Disclosing Party.

3.5 The Disclosing Party hereby agree that Receiving Party has the right to disclose or give access to the Confidential Information and/or any part thereof to its Representatives and /or Third Parties to the extent have a need to know within the framework of Purpose. However in such case the Receiving Party shall remain absolutely liable to Disclosing Party for said disclosure to its Representatives and/or Third Parties.

3.6 Furthermore, the provisions of this Agreement shall not be construed as obliging a Party to provide any information to the other Party.

3.7 Each Party undertakes to maintain its relationship with the other Party, including the existence of this Agreement, in strict confidence.

3.8 The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause immediate, substantial and irreparable harm to the Disclosing Party and damages at law may not provide an adequate remedy for such breach. Accordingly, the Receiving Party agrees that the Disclosing Party shall have the right to seek injunctive relief (in addition to any other rights or remedies available at law or in equity) and/or interlocutory relief or other similar remedy available in any court of competent jurisdiction for any breach or anticipatory breach of this Agreement by the Receiving Party or any Receiving Party Representatives and no proof of special damages shall be necessary for the enforcement of this Agreement.

3.9 The Receiving Party does not acquire any intellectual property rights under this Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with the Purpose stated under this Agreement.

3.10 The Receiving Party shall not use, display, modify or erase the logos, trademarks etc., of Disclosing Party or any third party present on the Confidential Information without the prior written consent of the Disclosing Party.

4.Return of Confidential Information

All Confidential Information shall remain the property of the Disclosing Party, and the Receiving Party agrees to return or destroy all Confidential Information received. In the event of destruction, the Receiving Party shall certify in writing to the Disclosing Party within thirty (30) days. The Receiving Party shall make no further use of the Confidential Information nor retain such Confidential Information in any form whatsoever. The Receiving Party will not be obliged to erase any such Confidential Information that is contained in an archived computer system backup in accordance with its security and / or disaster recovery procedures. All Confidential Information not returned or destroyed, will be held confidential by the Receiving Party and its professional advisers, in each case subject to the terms of this Agreement.

5.DATA, SYSTEM SECURITY AND COMPLIANCES

a. Security: Both Parties shall ensure that there are proper encryption and security measures at their respective websites to prevent any hacking into information pertaining to transactions contemplated under this Agreement.

b. Security Requirements:In availing the Services, the Parties declare, assure and undertake to abide by the relevant security standards/ regulations/ requirements/guidelines which would be applicable to the conduct of the transactions contemplated under this Agreement, including, without limitation, (a) regulatory provisions as may be applicable from time to time, (b) security measures and resultant hardware/ software upgrade required for the purpose of ensuring security of Transactions in the course of performance of this Agreement (c) maintenance, protection and confidentiality of transaction data as may be imposed by any regulatory or standards authority including pursuant to PCI DSS, as applicable, and any modifications to or replacements of such programs that may occur from time to time.

6.Indemnity

Second Party shall defend, hold harmless and indemnify T-Chowk Labs Pvt Ltd. against any suits, claims, demands, damages (including any loss of or damage to any property of or injury to or death of any person), costs, losses and liabilities (including reasonable legal fees) arising from:

a) Any act or omission in respect of use of the Razorpay Services and/or breach of the terms and conditions set out in this Agreement;

b) violation of applicable law;

c) Infringement of intellectual property rights of Razorpay or a third party;

7.Severability

All provisions of this Agreement are severable, the invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provisions and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

8.Governing Law and Jurisdiction

8.1 This Agreement shall be governed by the laws of India, without regard to the principles of conflict of laws thereof and there are no understandings, express or implied not specified herein.

8.2 Courts in Gurgaon, Haryana only shall have exclusive jurisdiction over all matters relating to this Agreement.

9.Headings

All headings are inserted for convenience and reference only and shall not be given any legal effect in construing this Agreement.

10.Amendments

Any amendment, change or modification to this Agreement must be in writing and signed by the duly authorized representative of each of the Parties.

11. TERMINATION

11.1 Either Party (“Terminating Party”) may terminate this Agreement on the occurrence of any of the following events:

a) Immediately, if the non-Terminating Party is declared insolvent or bankrupt or is unable to pay its debts or makes a composition with its creditors;

b) Immediately, if the non-Terminating Party is dissolved or wound up compulsorily or if an order made or an effective resolution is passed for the winding up of the such non-Terminating Party;

c) In case of any material breach of this Agreement by the non-Terminating Party, after giving one month’s prior written notice to the non-Terminating Party to rectify such breach and the non-Terminating Party is unable to rectify such breach within such time.

11.2 Either Party may terminate this Agreement for convenience at any time with (1) one month’s prior written notice.

12.FORCE MAJEURE:

12.1 In the event either Party (the “Prevented Party”) is prevented from performing its obligations under this Agreement by force majeure, such as earthquake, typhoon, flood, public commotion, torrential rains, heavy winds, storms or other acts of nature, fire, terrorist acts, threatened terrorists acts, explosion, acts of civil or military authority including the inability to obtain any required approvals or permits, strikes, riots, war, plagues, other epidemics, or other unforeseen events beyond the Prevented Party’s reasonable control (an “Event of Force Majeure”), the Prevented Party shall notify the other party without delay and within fifteen (15) days thereafter shall provide detailed information concerning such event and documents evidencing such event, explaining the reasons for its inability to execute, or for its delay in the execution of, all or part of its obligations under this Agreement.

12.2 If an Event of Force Majeure occurs, neither Party shall be responsible for any damage, increased costs or loss which the other Party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement. The Prevented Party shall take reasonable means to minimize or remove the effects of an Event of Force Majeure and, within the shortest reasonable time, attempt to resume performance of the obligations delayed or prevented by the Event of Force Majeure.

13.DISPUTE RESOLUTION

All disputes arising out of or in relation to this Agreement, including any question regarding its existence, validity or termination, which cannot be amicably resolved by the Parties within 15 days of being brought to their attention, shall be settled by arbitration governed by the provisions of Arbitration and Conciliation Act, 1996. In this regard a sole arbitrator shall be appointed upon mutual understanding of the Parties. The venue/seat of Arbitration shall be Gurgaon and the language of arbitration shall be English. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.

14.REQUIRED DOCUMENTS FOR ACTIVATION OF ONLINE PAYMENT GATEWAY

Following 5 documents will be required for KYC

1. Trust/Society Registration Certificate
2. PAN Card of Society/Trust
3. PAN Card of Authorised Signatory
4. Address proof of Authorised Signatory
5. Cancelled cheque

15.TRANSACTION AND SETTLEMENT PERIOD

Settlement is the process through which a merchant receives money paid by their end users for a particular product/service. The complete process takes a time of T+2 business days for domestic transactions, T being the date of capture of payment.

Once a payment is authenticated by Payment Service Providers, money is moved to Razorpay Nodal Bank Account and the first settlement will be initiated only after all required documents (in hard copies) are received by Razorpay.