CHANNEL PARTNER - T&C

IntroductionDefinitionTermScope of WorkPartner ServicesFeesConfidentialityData, System Security and CompliancesTerminationIntellectual PropertyIndemnificationLimitation of LiabilityNoticesAssignmentCorporate AuthorityForce MajeureDispute ResolutionGoverning LawNon-Compete & Non-SolicitationCompliance with LawsSuccessorsSeverabilityIndependent ContractorsHeadingsModificationEntirety of AgreementFurther AssurancesAnnexure-I

THIS ONLINE CHANNEL PARTNER AGREEMENT (“Agreement”) is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000, is executed by and between:

Open Financial Technologies Private Limited, a company incorporated under the Companies Act, 2013 and having its corporate office address at 3rd Floor, Tower 2, RGA Techpark, Carmelaram, Sarjapur Main Road, Bangalore – 560035 (hereinafter referred to as “First Party” or “Open” which means and include, unless repugnant to the context or meaning thereof mean and include its liquidators, successors, receivers and assigns) of the ONE PART;

AND

The legal entity registered as an a partner on the URL: https://partners.open.money/ (hereinafter referred to as "Second Party" or “Partner” which means 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.

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

WHEREAS

  • Open, inter-alia, owns and operates a mobile/weblink software platform hosted at www.open.money (“Open Platform”, which includes related domains, subdomains, and the mobile/desktop applications) that enables merchants to automate banking and book-keeping function, manage expenses, enable collections and payments etc. (“Open Services”).
  • The Partner is engaged in the business of promotion, marketing and distributing software products and has a wide network to resell the Product Software. The Partner has registered itself on Open’s Partner Portal (defined below) in order to refer leads and resell the Product Software to the Merchants (defined below), who require the Open Services in connection with their respective business.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, 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:

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

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

“Confidential Information” shall mean all and any information:

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

"Customers" shall mean any person or entity who are availing the products or services of the End User or Merchant

"Documentation" means any user documentation, guide, presentations on any media, provided by Open for administration and use of the Product Software.

"Effective Date" shall the mean the date on which the Partner registers on the Open Platform as a Partner.

"End User(s)" shall refer to any Merchant or sub-Merchant who has purchased and registered for the Product Software for the purpose of its own internal use

"Intellectual Property Rights" means all patents trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licenses, franchises, formulae, designs and includes any other Confidential Information.

"Merchant(s)" shall mean any business person or entity introduced or referred to Open by the Partner and such persons or entities who enter into agreements with Open for availing the Product Software and Open Services.

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

"Product Software" shall refer to the software platform developed, owned and operated by Open hosted at www.open.money and includes the license code to register and activate certain premium features available on the said platform.

"Territory" means the territory of India.

"Transaction" shall mean a transaction successfully completed by the End User using the Product Software.

TERM

This Agreement shall be valid and in full force from the Effective Date. The Agreement shall be valid, legally and binding on the Parties for an intial team of 1 (one) year and shall be renewed automatically for successive renewal terms of 1 (one) year each, unless otherwise expressly terminated by either Party in accordance with terms of this Agreement (“Term”).

SCOPE OF WORK

  • The Agreement shall come into effect from the Effective Date.
  • Authorization and Appointment: Open hereby authorises and appoints the Partner, and the Partner accepts such appointment, on a non-exclusive basis to purchase the Product Software and to market/sell the Product Software to potential End Users or refer leads of potential End Users. Open’s authorisation to resell and/or market and distribute the Product Software is limited to the Territory and the Partner undertakes to sell and/or market and distribute the Product Software only to Merchants having reliable and legal valid business concerns.
  • Revision of Authorisation: Open reserves the right to revise the Product Software and Open Services at any time during the term of this Agreement. Open shall notify the Partner of such revisions.
  • Software License Grant: Open hereby grants the Partner a non-transferrable, non-exclusive license to market and distribute the Product Software solely for use by End Users.
  • The Second Party shall register itself as a channel partner on the Open Platform and will receive a unique merchant identification (“Partner ID”). Accessing the Open Platform using the Partner ID credentials will unlock the status of all the Merchants onboarded by the Partner on the Open Platform. Open reserves the right to restrict access or terminate the Partner ID if there is any breach or suspected breach of the terms contained in this Agreement.
  • Warranty: Open warrants solely for the benefit of the Partner that the Product Software will materially conform to the Documentation. This warranty does not apply to any damage resulting from unauthorized use or negligence on the part of the Partner. THIS CLAUSE SETS FORTH OPEN'S SOLE OBLIGATION, AND THE PARTNER'S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE WARRANTY IN THIS CLAUSE. EXCEPT AS PROVIDED HEREIN, THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. OPEN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. OPEN DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

PARTNER SERVICES

  • Marketing: The Partner shall establish a suitable channel partner program in accordance with the terms contained in this Agreement, and identify, market, promote, refer and sell to suitable Merchants having business operations in the Territory, the Product Software and Open Services (“Partner Services”).
  • Employee Training: The Partner shall ensure that any of its employees who are responsible for the marketing, sales and technical support of the Product Software have proper skill, training and background to enable them to provide such marketing, sales and technical support in a competent manner.
  • Standard Operating Procedure: The Partner acknowledges that the Product Software developed by Open offers financial services, which are highly regulated in the Territory and shall strictly comply with all applicable laws and the standard operating procedure set out under Annexure II hereto, at all times, while performing its obligations under this Agreement.
  • End User Software License Agreement: The Partner shall, prior to providing the End User with the Product Software, either directly or through its sub-resellers, use reasonable efforts to ensure that each End User has agreed to the terms and conditions stipulated by Open governing the use of the Product Software.
  • The Partner shall not engage in any activity or perform any act which may disparage Open or cause the Partner’s customers, merchants, etc. not to consider Open’s Product Software and/or Open Services, or in any manner disincentivize the procurement of Product Software and/or Open Services.
  • Reverse Engineering: The Partner hereby agrees not to:
    • create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the internal structure, the source code, hardware design, or organization of the Product Software, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted in writing by Open;
    • Remove any Product Software identification or notices of any proprietary or copyright restrictions from any Product or any Product support material;
    • copy, modify, or translate the Product Software or, unless otherwise agreed, develop any derivative works thereof or include any portion of the Product Software in any other software program, unless expressly permitted in writing by Open.
  • Records and Reports: The Partner shall maintain records of its marketing, sales, and support and maintenance services activities under this Agreement for a period of 1 (one) year after expiry/termination of Agreement. Upon Open’s request, the Partner shall provide Open with reports describing the Partner's sales or referral of Product Software in the Territory, the dates and license code of the Product Software sold, and remaining inventory in hand.
  • Support: The Partner shall be responsible to handle and resolve all queries from Merchants until the process of registration on the Open Platform is completed. Thereafter, Open shall be responsible for all levels of support for the End Users (e.g., initial response, problem identification and problem resolution) and shall include all relevant contact information on the Open Platform. Open agrees to provide and make available a sufficient number of trained personnel to provide such support to the End Users.

FEES

    (“License Fee”)
  • The Partner shall be entitled to purchase the Product Software from Open as per the commercials set out under Annexure I. All orders for the Product Software placed by the Partner on Open’s partner portal https://partners.open.money/ (“ Partner Portal ”) shall be subject to the terms contained in this Agreement (“Purchase Orders”).
  • Risk of Loss: Any loss or liability in connection with the title, risk of loss, theft and damage of the Product Software or any issue regarding license management shall pass to the Partner upon delivery of the Product Software to the Partner.
  • Buyback: The Partner acknowledges and agrees that Open will not be bound to purchase or buyback the Product Software once it sold to the Partner, under any circumstances whatsoever.
  • The Partner will determine its own resale prices at which the Product Software shall be sold to the Merchants. Open may, however, from time to time provide the Partner with suggested retail price lists and such terms shall be binding on the Partner.
  • The Purchase Order will be subject to applicable taxes in the Territory. Taxes related to Product Software, documentation and support services purchased, licensed or provided pursuant to this Agreement shall be paid by the Partner or the Partner shall present an exemption certificate acceptable to the taxing authorities.
  • The Partner shall furnish invoices to Open detailing the volume of sales of the Product Software generated by the Partner on a monthly basis. Open undertakes to settle all amounts payable to the Partner on account of such sales at a frequency of 90 days. Open will also provide the Partner with reports depicting the Partner’s earnings for a frequency of 90 days.

CONFIDENTIALITY

Both Parties shall keep confidential (and ensure that its officers, employees, agents, affiliates and professional and other advisers keep confidential) any Confidential Information. Both Parties shall not, and shall procure that none of their directors, officers, employees, agents, affiliates or professional advisers shall use Confidential Information for any purpose other than for the provision of the Partner Services and for performance under this Agreement. Any breach of this Clause by any person to whom Confidential Information was disclosed will be considered as breach of this Clause by the Party who disclosed the Confidential Information to the concerned person.

Upon termination of this Agreement, the Disclosing Party may by notice require the recipient Party to promptly return all Confidential Information (a) return all documents containing Confidential Information which have been provided by or on behalf of the Party demanding the return of Confidential Information; and (b) destroy any copies of such documents and any document containing or made from or with reference to the Confidential Information and take all reasonable steps to expunge all Confidential Information from any computer, word processor or other device containing Confidential Information.

DATA, SYSTEM SECURITY AND COMPLIANCES

  • The Partner shall comply with all applicable laws, rules and regulations in relation to data protection, including but not limited to the Information Technology Act, 2000 and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011, as amended from time to time.
  • The Partner shall not procure/access/use any KYC or financial/personal information from the referred Merchants (including but not limited to - Aadhar details, Passwords, Registered E-mail/Phone number and OTP received on registered phone number) except as prescribed by applicable law, for the purpose of onboarding.
  • The Partner shall ensure that there are proper encryption and security measures at their respective websites to prevent any compromise of information.

TERMINATION

  1. Open may terminate this Agreement immediately on the occurrence of any of the following events, in which case, the termination of this Agreement shall be without prejudice to any other remedy which may be available to the terminating Party under applicable laws:

    1. If the Partner is declared insolvent or bankrupt or is unable to pay its debts or makes a composition with its creditors;
    2. If the Partner is dissolved or wound up compulsorily or if an order made or an effective resolution is passed for the winding up of the Partner;
    3. In case the Partner breaches any representations, warranties or covenants provided by it under this Agreement (including the Annexures hereto); or
    4. In case the Partner engages in fraud or disparages or brings disrepute to Open or any of the products and services offered by Open.
  2. Either Party may terminate this Agreement for convenience (without assigning cause) by providing 1 (one) month’s prior written notice to the other Party.
  3. In the event this Agreement is terminated, the Partner covenants to hand possession of all assets, documentation, information and materials that was made available to it by Open on the effective date of termination of this Agreement and will not in any way represent itself as a partner to Open and the products and services offered by Open.

INTELLECTUAL PROPERTY

  • Ownership: The Partner hereby agrees and acknowledges that Open, its partners and licensors, own and shall retain all right, title and interest in and to (a) the manufacture and/or production of Product Software (including all copies and derivative works thereof, by whomever produced), and associated Documentation, including all intellectual property rights embodied therein; (b) all of the service marks, trademarks, trade names or any other designations, and (c) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Product Software, and the Partner shall have no rights with respect thereto other than the limited rights expressly set forth in this Agreement.
  • Trademark: The Partner may, whether in connection with its own trademarks, use the then current Product Software names, logos and other marks ("Marks") on the Product Software and all marketing and promotional material therefore for all proper purposes in the performance of the Partner's duties hereunder subject to obtaining Open’s prior written approval in this regard.. The Partner shall have no claim or right in such Marks and the Partner shall not make any claim or contest the use of any such Mark authorized by Open. Except as expressly authorized in writing by Open, the Partner shall not file or attempt to register any Mark or any mark confusingly similar thereto.

INDEMNIFICATION

  • The Partner shall indemnify, and keep Open indemnified and harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which Open may incur as a result of any claim based on any breach of any representation or warranty, undertaking or agreement by the Partner under this Agreement or any breach of this Agreement by the Partner.

LIMITATION OF LIABILITY

OPEN WILL NOT BE LIABLE UNDER ANY PROVISION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REPUTATIONS), WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS IN ADVANCE. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST THE PARTNER. IN NO EVENT WILL OPEN BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY THE PARTNER. IN ADDITION, IN NO EVENT WHATSOEVER SHALL OPEN'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY OPEN FROM THE PARTNER AS PRODUCT SOFTWARE IN THE 2 (TWO) MONTHS PRECEDING THE DATE ON WHICH SUCH A LIABILITY ACTUALLY AROSE.

NOTICES

  • Any notice provided for in this Agreement shall be in writing and may be transmitted by e-mail, registered post with acknowledgement due or by recognized courier service, to the relevant party at its address set out below:

    1. In the case of notices to the First Party:


      Legal Department,

      Open Financial Technologies Private Limited

      3 rd Floor, Tower 2, RGA Techpark

      Carmelaram, Sarjapur Main Road

      Bangalore -560035

    In the case of notices to the Second Party:

    As per the address provided by the Partner during signup on the partner Portal while signing up as a channel partner, or otherwise intimated to Open in writing.

  • All notices shall be deemed to have been validly given on within the expiry of 3 (three) Business Days after posting, if sent by post. Either Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other Parties not less than 10 (ten) days’ prior written notice.

ASSIGNMENT:

Neither Party shall assign this Agreement or any of its rights and obligations hereunder, without the prior written consent of the other Party. Any attempted assignment without consent shall be null and void. Notwithstanding anything, Open shall have the right to assign in connection with a merger, acquisition, reincorporation, or transfer of its assets.

CORPORATE AUTHORITY/FURTHER ASSURANCES

Each Party represents that it has taken all necessary corporate action to authorize the execution and consummation of this Agreement and will furnish the other Party with satisfactory evidence of same upon request.

FORCE MAJEURE

  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, lockdown, explosion, acts of civil or military authority including the inability to obtain any required approvals or permits, strikes, riots, war, pandemicsor 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.
  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.

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 a single (mutually appointed) arbitrator and adjudicated in accordance with the Arbitration and Conciliation Act, 1996. The venue/seat of Arbitration shall be Bangalore 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.

GOVERNING LAW AND JURISDICTION

Subject to the provisions contained in Clause 16, this Agreement, the construction and enforcement of its terms shall be governed by the laws of India and shall be subject to the jurisdiction of courts in Bangalore. This Agreement is executed in English language which shall prevail over any translation thereof.

During the Term and for a period of sixty (60) months from the completion of the Term or earlier termination of the Agreement, the Second Party shall not directly or indirectly solicit, entice away or engage for itself or any third party any employees, agents, customers, merchants, vendors or consultants of Open.

NON-COMPETE & NON SOLICITATION

During the Term and for a period of sixty (60) months from the completion of the Term or earlier termination of the Agreement, the Second Party shall not directly or indirectly solicit, entice away or engage for itself or any third party any employees, agents, customers, merchants, vendors or consultants of Open.

SEVERABILITY

In the event any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unaffected, and the invalid, illegal or unenforceable provision(s) shall be replaced by a mutually acceptable provision(s), which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision(s).

INDEPENDENT CONTRACTORS

The Parties are independent contractors and no agency, joint venture, partnership or employer-employee relationship is created by virtue of this Agreement.

MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER

Any modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding on the Parties hereto if it is made based on mutual agreement in writing.

ENTIRETY OF AGREEMENT

This Agreement together with all Recitals, Appendices, Annexures, Schedules and Addenda (as applicable) attached hereto constitute the entire agreement between the Parties and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, between the Parties with respect to the subject matter hereof.

FURTHER ASSURANCES AND INTERPRETATION

  • As this is an electronic agreement, no signatures are required. By clicking ‘Sign Up’ on the Partner Portal or by placing Purchase Orders on the Partner Portal, the Partner agrees and undertakes to be bound by the terms and conditions set out under this Agreement.

ANNEXURE I

(PARTNER - STANDARD OPERATING PROCEDURE)

In connection with the promotion, marketing and/or sale of the Product Software, the Partner shall, at its own liability and cost:

  • Represents that it has carefully studied the products and services offered by Open before placing a Purchase Order.
  • Understands that the products/services offered through the Product Software are in the nature of financial products/services which are sensitive and highly regulated. Accordingly, the Partner undertakes to act with utmost prudence and reasonableness at all times while performing its obligations hereunder.
  • Shall identify itself as an independent contractor and shall not use any false, deceptive or misleading representation while providing the Partner Services under this Agreement.
  • Understands that the Product Software is intended for use only by persons/entities having business operations, for commercial use and the Partner undertakes that it will not be distributed to any party whatsoever for their personal use.
  • Shall not cause any nuisance, wrong doing and or disgrace to the Merchants or customer of Open, nor shall it act in any manner that would result in disrepute to Open.
  • Shall perform the Partner Services, through itself, its employees in a lawful manner and shall not engage in any unfair or misleading practices or resort to any forcible, oppressive, vindictive, unfair, illegal or criminal means and shall not engage in any conduct or practice which harasses, oppresses or abuses the Merchants or any other person while performing the Partner Services.
  • Shall not seek any monetary benefit from the Merchants, whether in cash or otherwise. In such an event, the Partner shall be responsible or liable for such action to Open and shall be liable to compensate Open for loss of its reputation and the quantum of compensation shall be determined by Open. This is without prejudice to the right of Open to terminate this Agreement without any reference to the Partner.
  • Shall be courteous and polite to the Merchants and shall, under no circumstances, use obscene, profane or abusive language or hold out any threats.
  • Acknowledges that any document submitted by the Merchants to the Partner shall always remain the property of Open and it shall have no right or lien over the documents, papers that may come in its possession for any reason whatsoever and further undertakes to produce the same within 24 hours to Open. In case of misuse or non-deposit of the documents, the Partner agrees that it shall be liable under both criminal and civil provisions of law.
  • Shall permit Open, its auditors, representatives or regulators to inspect its premises, during business hours, for verification of the quality of the service, infrastructure, accounting information keeping processes and other processes being followed in connection with the services rendered by the Partner. Further, it shall also allow Open to make such random checks of its facilities, records, operations and procedures relating to this Agreement as Open considers necessary and/or appropriate.
  • Shall disclose to Open all information in its possession regarding the Merchants, which may come to the possession of the Partner as a result of this Agreement.
  • Shall maintain highest degree of probity, discretion and business competence in its dealings.
  • Shall not procure/access/use any KYC or financial/personal information from the referred Merchants (including but not limited to - Aadhar details, Passwords, Registered E-mail/Phone number and OTP received on registered phone number) except as prescribed by applicable law, for the purpose of onboarding.
  • Shall provide to Open, for prior formal written approval, draft copies of all sales or marketing materials, including press releases press invitations, catalogues, brochures, pamphlets, or manuals, used by the Partner which otherwise include or relate to Open and/or the Product Software;
  • Shall maintain an active and suitably trained sales force and ensure that such sales force is continually trained with current technological developments relevant to the Products Software;
  • Shall seek prior written approval from Open (with such approval not to be unreasonably withheld) in relation to any content that is published by it on the public domain which relates to Open and/or the Product Software, including websites and promotional material.
  • Shall comply with any brand guidelines stipulated by Open from time to time.
  • Shall not conduct business in any manner that is likely to degrade, as determined by Open in its sole discretion, the reputation or goodwill of Open or its products or services;
  • Shall seek prior written approval from Open in relation to any proposed uses of copyrighted images or content owned or held by Open; and
  • Shall not use any images to promote the Product Software, other than those images specifically approved by Open, if any.
  • Shall not refer or onboard Merchants for the Product Software who engage in the following activities or business.
    • embassies, foreign consulates or other foreign governments;
    • door-to-door sales;
    • offering substantial rebates or special incentives to the cardholder subsequent to the original purchase;
    • negative response marketing or bulk marketing tools which are intended for spamming;
    • engaging in deceptive marketing practices;
    • evading card network's chargeback monitoring programs;
    • engaging in any form of licensed or unlicensed aggregation or factoring;
    • age restricted products or services;
    • bail bonds;
    • bankruptcy lawyers;
    • bidding fee auctions;
    • collection agencies;
    • chain letters;
    • cheque cashing, wire transfers or money orders;
    • counterfeit and unauthorized goods (e.g. knock-offs, imitations, bootlegs);
    • unregulated/unlicensed currency exchanges or dealers;
    • firms selling business opportunities, investment opportunities, mortgage consulting or reduction, credit counselling, repair or protection real estate purchases with no money down;
    • credit card and identity theft protection;
    • cruise lines;
    • essay mills;
    • flea markets (firms/ individuals operating from a booth, on a part time basis with no lease or telephone availability; whether indoor or outdoor);
    • drug paraphernalia;
    • miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;
    • drug test circumvention aids;
    • extended warranties;
    • fortune tellers;
    • "get rich quick" schemes;
    • gambling (including but not limited to lotteries, internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services);
    • sports forecasting or odds making;
    • illegal products or services;
    • mail-order brides;
    • marijuana dispensaries and related businesses;
    • unregulated/unlicensed money transmitters or money service businesses;
    • multi-level marketing or pyramid schemes;
    • online, mail, or telephone order pharmacies or pharmacy referral services;
    • prepaid phone cards, phone services or cell phones;
    • pseudo pharmaceuticals;
    • quasi-cash or stored value;
    • securities brokers;
    • sexually-oriented or pornographic products or services, or escort services;
    • shipping or forwarding brokers;
    • substances designed to mimic illegal drugs;
    • telemarketing;
    • timeshares;
    • online, mail, or telephone order tobacco or e-cigarette sales;
    • weapons and ammunitions;
    • hacking and cracking materials used to enable illegal access:
    • fake government identity cards;
    • endangered species;
    • alcohol and related products;
    • organ trade or trafficking;
    • cable descramblers and black boxes;
    • copyright unlocking devises;
    • offensive goods which include literature, products or other materials that: (a) defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) encourage or incite violent acts; and/or c) promote intolerance or hatred;
    • traffic devices which include radar detectors/jammers, license plate covers, traffic signal changers, and related products;
    • illegal trade of live animals or hides/skins/teeth, nails and other parts etc. of animals;
    • trust/ NGO aggregators;
    • unregulated/unlicensed trade of prescription drugs or herbal drugs that requires a prescription from a recognized and licensed medical practitioner;
    • pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;
    • unregulated/unlicensed trade of 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 including crypto currencies;
    • crowdfunding platforms;
    • Nidhi companies;
    • friendship clubs;
    • spa services;
    • crypto currency, NFTS and virtual currency or credits that can be monetized, re-sold or converted to fiat currency, physical or digital goods or services or to otherwise exit the virtual world;
    • products/services intended to inflict or promote revenge, harassment, and other forms of abuse, humiliation and intimidation; and/or
    • any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including but not limited to the laws of India.