Terms and Conditions of UCO PAY+ Wallet & Insta account opening

Definitions:

The following words and expressions shall have the corresponding meanings wherever appropriate.

1.1 "Bank" shall mean UCO Bank (UCO) or any of its successors or assignees.

1.2 "UCOPAY+" shall mean Instant Online Account Opening and includes the service over the

Application

1.3 "UCOPAY+" shall include UCOPAY Wallet.

1.4 "Wallet" shall mean a mobile based prepaid wallet registered with the Bank.

1.5 "UCOPAY+ user" means the holder of UCO Mobile Wallet

1.6 "MPIN" shall mean 4 digit Mobile Personal Identification Number (password) for the Mobile

Wallet Service.

"TPIN" shall mean 4 digit Transactional Personal Identification Number (password) for the

Mobile Wallet Service.

1.7 'Mobile Phone Number' shall mean the Mobile number that has been used by the

UCOPAY+ user to register for the Product.

1.8 'Product' shall mean UCOPAY+ mobile application.

1.9 'Bank's website' means www.ucobank.com.

1.10  ‘OTP’ shall mean One Time Password.

1.11  "Full KYC Wallet" shall mean Mobile Wallet services availed by submitting full KYC details

to the bank.

 

Applicability of Terms and Conditions for UCOPAY+

No person is entitled to use the UCOPAY+ without proper understanding and agreeing to the Terms and Conditions of the Service. By using the UCOPAY+, the UCOPAY+ users thereby agree and give consent to these Terms and Conditions, which form the contract between the UCOPAY+ user and the Bank. UCOPAY+ shall be governed by such existing terms and conditions and also by amendments made to the same by the Bank from time to time. These terms and conditions shall be in addition to and not in derogation of other terms and conditions relating to any account of the UCOPAY+ user and/or the respective product or the service provided by the Bank unless otherwise specifically stated.

 

Terms & Conditions for Mobile based account opening:

1. Any Resident Indian who downloads UCOPAY+/ UCO mBanking plus or bank’s website Mobile App from App Store/ Play Store using smartphone and provides his/her details in the application for opening an instant online account offered by UCO Bank is a Customer
2. By downloading the app and providing his/her details, customer agrees to the terms and conditions of the Bank.
3. By downloading the app and sharing all information, customer consents to provide his/her name, contact details and other information on an at will basis with Bank.
4. Bank shall not be liable for any connectivity/ signal/ data issues leading to non-completion or wrong/false/incomplete information being provided by the customer leading to the incompletion of his/her application.
5. The customer herewith agrees to provide his/ her valid Aadhaar number and valid PAN Card details. He/she understands that opening an account is subject to correct, complete and accurate information is provided.
6. Customer agrees that the name in the account will be the customer name as per his/her Aadhaar Card in case OTP validation of Aadhaar is successful or will be as per his/her name mentioned on PAN Card.
7. Application once submitted cannot be withdrawn by the customer. Bank shall not be liable to pay for any costs (technical/ data plan related or otherwise) incurred by the customer in the course of the downloading or sharing his/her details on the application.
8. The customer herewith agrees to provide the accurate documentation and information as listed in the app for the purpose of account opening. Customer understands and agrees that failure to provide requisite documentation and information shall result in rejection of application by the Bank. The customer agrees that Bank has every right to reject the account opening application, if there is any erroneous, incomplete or misleading information provided by the customer or for any other reason whatsoever with/without assigning any reason or if KYC documents submitted do not comply with the KYC norms of the Bank.
9. This account opening process is not available for existing UCO Bank customers who have a Customer ID with the bank on basis of PAN/Aadhaar.
10. This account opening process is also not available for customers who are FATCA reportable. Such customers are requested to approach the branch and to comply with requirement of opening an account.
11. Bank reserves the right to take necessary action, legal or otherwise, if it finds any wilful modification/ withholding of information or misrepresentation by the customer.
12. Customer understands and agrees that interest on the amount funded online will be paid subject to activation of the account and only from the date when the funds has been credited into the account.
13. The customer shall not enjoy the services provided by the bank unless the customer on-boarding process is complete.
14. Customer declares and confirms that the Bank shall be entitled to rely on all/any communication, information and details provided on the electronic form and all such communications, information and details shall be final and legally binding on the Customer.
15. Customer understands and confirms that the Bank has every right to close or debit freeze the account, if the details provided by him/her are found to be inaccurate, incorrect or false by the Bank or for any other reason whatsoever without assigning any reason thereof. In such an event, the bank shall not be liable to pay any interest on the amount of deposit & the refund of amount deposited in the account will be refunded to the source account. In such an event, bank will retain the documents / Photographs (if any) and any other signed document submitted.
16. This application is available for opening a savings account by Resident Indian Individuals only.
17. Customer gives consent to the Bank to fetch his/her demographic details from Unique Identification Authority of India (UIDAI), using biometric authentication which will be used for KYC purposes. The demographic details include name, DOB, gender, address and photograph. Customer further consents to the Bank to fetch his/her contact details from UIDAI which includes the contact number and email ID.
18. Customer authorises Bank to link the Aadhar account provided by them with the savings account opened by them under this process. Customer herewith understands and agrees that this data will be shared with government department, if asked for.
19. The Bank reserves the right to cancel the Customer ID and Account Number (A/C) allotted to the customer, if the customer does not complete the verification process within the allotted time.
20. The Bank reserves the right to hold the accounts in Debit Freeze or close the Account even after account activation in case of any discrepancy found as part of regular monitoring and document verification activities.
21. The customer agrees to provide the necessary details (Mobile, Email etc.,) as per his/her requirement at the time of submission of details through the app. Bank shall not bear any liability for any loss arising out of customer's failure to do so.
22. The customer herewith agrees to be contacted by the bank to receive information in respect of account maintenance, alerts, payments due, updates on existing and new products, servicing of account for sales, marketing or servicing their relationship etc. Further he/she understands that the consent to receive calls / communications shall be valid and shall prevail over their current or any subsequent registration of their mobile number for NDNC and shall continue to be treated as customer consent / acceptance.
23. The customer authorises Bank to share his/her mobile number and address with the respective mobile operator to verify customer's address at any point of time.
24. The customer herewith agrees that if the application is rejected, Bank will retain the documents / Photographs and any other signed document submitted by the customer on the app or otherwise.
25. Customer confirms to have read, understood and will be bound to/ abide by the Terms and Conditions of account opening and the general terms applicable to account as available on Bank's website. Once an account is opened, the terms and conditions listed as under shall also apply, as per the product selected by the customer.

 

T&Cs for Insta Account - for Limited KYC accounts opened through OTP based Aadhaar authentication

1. The customer herewith confirms that he/she has not used the OTP based Aadhaar (e-KYC) verification to open any other bank account.
2. If opened through UIDAI based OTP, it will be a limited KYC account, in which he/she cannot have a credit balance of more than 1 Lakh. The overall cumulative deposit in such an account cannot exceed 2 Lakhs, unless the customer complete the full KYC process.
3. The customer herewith agrees to complete his full KYC by visiting his nearest Bank branch/ by requesting a visit from the bank representative and providing his biometric details within 12 months of opening such account.
4. The customer agrees that failure to complete full KYC within 12 months will results in stop credit of transaction amount in the online opened account. However, the customer will be able to utilise the amount residing in the account for online payments.
5. The customer agrees that if her/ his balance in the limited KYC account exceeds 1 Lakh in a given day, bank reserves the right to put the account on a total freeze, till such time that customer completes the full KYC process.
6. In case of account being put under total freeze, the customer agrees that principal amount on such deposits kept along with the interest accrued (if any) will be payable to him only upon completing his full KYC.
7. The customer will not be eligible to get a Cheque book for this account.

8. The customer agrees that he/she will not be able to get the following services from the bank:

• Cash withdrawal at branch
• FCY - DD
• Cheque withdrawal
• Investment account
• TD/RD
• TOD
• Investment in IPO

9. The customer agrees that such an account will be subject to regular scrutiny and monitoring from the bank and bank shall reserve the right to completely freeze/debit freeze/ close the account at its sole discretion.
10. If Customer fails to provide full KYC for any reason, customer understands and agrees that the bank reserves right to close the account and customer will have to contact the branch withdrawing any leftover amount in his/her account.
11. Regular transactional SMS charges would be recovered by the Bank.

General Business Rules Governing UCOPAY+

Issue of mobile wallets is governed by RBI's and Bank's Policy. The following Business rules will apply to the UCOPAY+:

3.1 The product will be available to applicants having a valid Mobile number, identity proof and address proof.

3.2 The daily and monthly transaction limits for wallet are as under:

 

Limits per wallet (on platform)	NIL KYC	Fully KYC
Maximum balance at any point of time	10,000/-	20,000/-
Top up through Debit Card/Credit Card per transaction	5,000/-	5,000/-
Total reload in a month	10,000/-	20,000/-
Total deposit in 1 Financial Year	1,00,000/-
Bill Payment/ Recharges	Allowed	Allowed
Credit allowed in wallet after 12 months	Not Allowed	Allowed
Fund transfer (Transfer to Account)*	Not Applicable	Allowed
-Per transaction limit	Not Applicable	Allowed
- Daily limit	Not Applicable	Allowed
- Monthly limit	Not Applicable	Allowed
* indicates that for Non KYC users, fund transfer will not be allowed either to account or wallet up to 12 months . Above given limits are subject to change as per Bank’s policy.

 

3.3 Entering the wrong MPIN/TPIN thrice will block the UCOPAY+ application. The UCOPAY+ user has to reset / generate a new MPIN/TPIN before using the service as per the procedure laid down for the same.

3.4 Any change in the business rules of any of the processes will be notified to the customer through SMS/APP notification.

3.5 The Bank reserves the right to reject a UCOPAY+ user's request for UCOPAY+ without assigning any reasons.

3.6 The Bank may block the Wallet for transactions, if the same has not been accessed by the UCOPAY+ user for twelve months. In such cases, the customer has to visit the UCO Bank branch and with full KYC documents. After verification of KYC details, the wallet account can be reactivated. For Non-KYC users, one time option is there to withdraw money to pre-designated account.

3.7 The UCOPAY+ user can request for termination of the Wallet as per the procedure laid down for the same.

3.8 The UCOPAY+ user shall remain accountable for all the transactions on the UCOPAY+ made prior to confirmation of any such cancellation request by the Bank.

3.9 It shall be the Bank's endeavour to give a reasonable notice for withdrawal or termination of the Wallet, but the Bank may at its discretion withdraw temporarily or terminate the Wallet, either wholly or partially, anytime without giving prior notice to the UCOPAY+ user.

3.10 The Wallet may be suspended for any maintenance or repair work for any breakdown in the Hardware/ Software related to UCOPAY+, any emergency or security reasons without prior notice and the bank shall not be responsible if such an action has to be taken for such reasons.

3.11 The Bank may also terminate or suspend the services under the Wallet without prior notice if the UCOPAY+ user has violated the terms and conditions laid down by the Bank.

3.12 The Wallet is non-transferable.

3.13 No interest shall be payable on the balance available in Wallet

3.14 UCOPAY+ users can use wallet as Non-KYC users till 12 months. Prior to that, no credit will be allowed in UCOPAY+. However, the user may use existing balance for purchase of Goods & Services. Also, the customer can do one time fund transfer to UCO bank account or wallet.

3.15  Any UCOPAY+ wallets where transaction does not happen in 1 year will be treated as Inactive.

3.16 UCOPAY+ registration will be take place after authentication of Mobile number with OTP, self-declaration of name and unique identification of the officially valid document. The lists of the documents are as under:-

• Passport
• PAN card
• Voter’s Identity Card
• Driving License
• Aadhaar Card
• Electricity Bill
• Ration Card

3.17 UCOPAY+ user has to register beneficiary for account/ Wallet payment through “Create Favourite Pal” option and set beneficiary limit per transaction and Maximum amount per transaction. After 8 hours of cooling period, the customer will be able to do the fund transfer to created pals.

3.18 UCOPAY+ users will use same Mobile number and 4 Digit MPIN for logon to UCOPAY+ as well as to access the Insta account opened in UCOPAY+ Wallet.

3.19  At present, there are no charges/ Fee for registration of UCOPAY+ wallet.

3.20 The credit entries in UCOPAY+ will stop after 12 months for Non-KYC users. However, the customer may use the existing amount in wallet for bill payment and recharges.

 

Usage of Product

By accepting the terms and conditions for UCOPAY+ while registering for the product, the UCOPAY+ user:

4.1 agrees to use the UCOPAY+ for financial and non-financial transactions offered by the Bank from time to time.

4.2 also irrevocably authorizes the Bank to debit the UCOPAY+ account/wallet for all transactions/services undertaken by using MPIN.

4.3 agrees to use the services offered under the Product using the MPIN in accordance with the procedure as laid down by the Bank from time to time, including the terms and conditions contained herein.

4.4  agrees to keep the MPIN confidential and will not disclose these to any other person or will not record them in a way that would compromise the confidentiality of the same or the security of the service.

4.5 authorises the Bank to map the Wallet number (Mobile Phone Number) and Wallet ID for the smooth operation of UCOPAY+ offered by Bank and to preserve the mapping record in its own server or server of any other third party and to use such data at its discretion for providing/enhancing further banking/ technology products that it may offer.

4.6 agrees that he/ she is aware and accepts that UCOPAY+ offered by the Bank will enable him/her to transact using MPIN within the limit prescribed by the Bank and all such transactions will be deemed as bona-fide transaction.

4.7  agrees that the transactions originated using the mobile phones are non-retractable as these are instantaneous/real time.

4.8 understands and explicitly agrees that Bank has the absolute and unfettered right to revise the prescribed ceilings and charges from time to time which will be binding upon him/her.

4.9 agrees to use the product on a mobile phone properly and validly registered in his/her name only with the Mobile Service Provider and undertakes to use the Wallet only through Mobile Phone Number which has been used to register for the Wallet.

4.10 expressly authorizes the Bank to carry out all requests/ transactions purporting to have been received from his/ her mobile phone and authenticated with his/ her MPIN. In the case of payment facilities like cash out, fund transfer, mobile top up, bill payment, etc, the UCOPAY+ user shall be deemed to have expressly authorised the Bank to make the payment when a request is received from him/ her.

4.11 accepts that any valid transaction originating from the Wallet Number (registered mobile phone number) shall be assumed to have been initiated by the UCOPAY+ user and any transaction authorized by the MPIN is duly and legally authorized by the UCOPAY+ user.

4.12 agrees that while the Information Technology Act, 2000 prescribes that a subscriber may authenticate an electronic record by affixing his digital signature which has been given legal recognition under the Act, the Bank is authenticating the UCOPAY+ user by using Mobile Number, MPIN/TPIN or any other method decided at the discretion of the Bank which may not be recognized under the IT Act, 2000 for authentication of electronic records and this is acceptable and binding to the UCOPAY+ user and hence the UCOPAY+ user is solely responsible for maintenance of the secrecy and confidentiality of the MPIN without any liability to the Bank.

4.13 agrees to keep himself/herself updated with regard to any information/ modification relating to the services offered which would be publicized on the Bank's websites and would be responsible for taking note of/ compliance of such information/ modifications in making use of the Product

4.14 The use of software is subject to User's compliance with the End User License Agreement (EULA). The USER acknowledges that the USER has read and understood the EULA and also agrees to comply with the T&Cs of the EULA.

 

Others

5.1  The UCOPAY+ user shall be required to acquaint himself/herself with the process for using the Product and that he/she shall be responsible for any error made while using the Product.

5.2  The Bank reserves the right to decide what services may be offered. Additions/ deletions to the services offered under the product are at its sole discretion.

5.3 The instructions of the UCOPAY+ user shall be effected only after authentication under his/her Wallet Number and MPIN/TPIN or through any other mode of verification as may be stipulated at the discretion of the Bank.

5.4 While it shall be the endeavour of the Bank to carry out the instructions received from the UCOPAY+ users promptly, it shall not be responsible for the delay/ failure in carrying out the instructions due to any reasons whatsoever including failure of operational system or due to any requirement of law. The UCOPAY+ user expressly authorizes the Bank to access his/her wallet information required for offering the services under the Product and also to share the information regarding his/ her wallet with the service provider/ third party as may be required to provide the services.

5.5  The transactional details will be recorded by the Bank and these records will be regarded as conclusive proof of the authenticity and accuracy of transactions.

5.6  The UCOPAY+ user hereby authorizes the Bank or its agents to send promotional messages including the products of the Bank, greetings or any other messages the Bank may consider from time to time.

5.7 The UCOPAY+ user understands that the Bank may send "rejection" or "cannot process the request" messages for the service request(s) sent by the UCOPAY+ user which could not be executed for any reason.

5.8 The Bank shall make all reasonable efforts to ensure that the UCOPAY+ user information is kept confidential but shall not be responsible for any inadvertent divulgence or leakage of confidential UCOPAY+ user information for reasons beyond its control or by action of any third party.

5.9  The Telecom Service provider of the UCOPAY+ user may levy charges for each SMS/ dial/GPRS/USSD and the Bank is not liable for any dispute that may arise between such telecom service provider and the UCOPAY+ user.

Fee structure for the Product

Service Charges applicable W.E.F.
Sl. No.	Description of Service Charge	Proposed Charges
1	Service charges for account opening, fund transfer through Mobile Wallet, UCOPAY+ account to UCO Bank Account	NIL

Bank reserves the right to change the fee structure at its discretion.

 

Accuracy of Information

7.1  It is the responsibility of the UCOPAY+ user to provide correct information to the Bank through the use of the Product or any other method. In case of any discrepancy in this information, the UCOPAY+ user understands that the Bank will not be in any way responsible for action taken based on the information. The Bank will endeavour to correct the error promptly wherever possible on a best effort basis, if the UCOPAY+ user reports such error in information.

7.2 The UCOPAY+ user understands that the Bank will try, to the best of its ability and effort, to provide accurate information and shall not hold the Bank responsible for any errors or omissions that may occur due to reasons beyond the control of the Bank.

7.3  The UCOPAY+ user accepts that the Bank shall not be responsible for any errors which may occur in spite of the steps taken by the Bank to ensure the accuracy of the information and shall not have any claim against the Bank in an event of any loss/ damage suffered as a consequence of an information provided by the Bank found to be not correct.

 

Responsibilities and obligations of the UCOPAY+ user

8.1 The UCOPAY+ user will be responsible for all transactions, including unauthorised/ erroneous/ wrong/ incorrect/mistaken/false transactions made through the use of his/ her mobile phone, SIM card and MPIN, regardless of whether such transactions are in fact entered into or authorized by him/ her. The UCOPAY+ user will be responsible for the loss/damage, if any suffered in respect of all such transactions.

8.2 The UCOPAY+ user shall take all possible steps to ensure that the Application and the mobile phone are not shared with anyone and shall take immediate action to block the SIM as per procedure laid down in case of misuse/ theft/loss of the mobile phone or SIM card.

8.3 It will be the responsibility of the UCOPAY+ user to notify the Bank immediately if he/ she suspect the misuse of the MPIN. He will also immediately initiate the necessary steps to change / regenerate his MPIN.

8.4 The UCOPAY+ user shall be liable for all loss or breach of the Terms and Conditions contained herein or contributed or caused the loss by negligent actions or a failure to advise the Bank within a reasonable time about any unauthorised access in the Wallet.

8.5 The UCOPAY+ user shall be liable and responsible for all legal compliance and adherence of all commercial terms and conditions in respect of the mobile connection/SIM card/mobile phone through which the product is availed and the Bank does not accept/ acknowledge any responsibility in this regard.

 

Disclaimer

9.1 The Bank, when acting in good faith, shall be absolved of any liability in case:

i. The Bank is unable to receive or execute any of the requests from the UCOPAY+ user or there is loss of information during processing or transmission or any unauthorized access by any other person or breach of confidentiality or due to reasons beyond the control of the Bank.

ii. There is any kind of loss, direct or indirect, incurred by the UCOPAY+ user or any other person due to any failure or lapse in the Product which are beyond the control of the Bank.

iii. There is any failure or delay in transmitting of information or there is any error or inaccuracy of information or any other consequence arising from any cause beyond the control of the Bank which may include technology failure, mechanical breakdown, power disruption, etc.

iv. There is any lapse or failure on the part of the service providers or any third party affecting the said Product and that the Bank makes no warranty as to the quality of the service provided by any such provider.

9.2  The Bank, its employees, agent or contractors, shall not be liable for and in respect of any loss or damage whether direct, indirect or consequential, including but not limited to loss of revenue, profit, business, contracts, anticipated savings or goodwill, loss of use or value of any equipment including software, whether foreseeable or not, suffered by the UCOPAY+ user or any person howsoever arising from or relating to any delay, interruption, suspension, resolution or error of the Bank in receiving and processing the request and in formulating and returning responses or any failure, delay, interruption, suspension, restriction, or error in transmission of any information or message to and from the telecommunication equipment of the UCOPAY+ user and the network of any service provider and the Bank's system or any breakdown, interruption, suspension or failure of the telecommunication equipment of the UCOPAY+ user, the Bank's system or the network of any service provider and/or any third party who provides such services as is necessary to provide the Product.

9.3 The Bank will not be responsible if the Wallet application is not compatible with/ does not work on the mobile handset of the UCOPAY+ user.

9.4 The Bank will not be liable for any loss caused by a technical breakdown of the payment system.

9.5  Use of the Wallet shall be terminated without notice at the Bank's discretion which may be upon the death, bankruptcy or insolvency of the UCOPAY+ user or on receipt of request from the UCOPAY+ user, receipt of an attachment order from a competent court or revenue authority or from RBI due to violation of RBI regulations, or for other valid reasons or when the whereabouts of the UCOPAY+ user become unknown to the Bank due to any cause attributable to the UCOPAY+ user or any other reason which the Bank deems fit.

9.6 The Bank is not responsible for the refusal by any Merchant Establishment (ME) to accept or honour the Wallet, nor shall it be responsible in any respect for the services offered to the UCOPAY+ user. The UCOPAY+ user shall handle or resolve all claims or disputes directly with such Establishments and no claim by the UCOPAY+ user against the Merchant Establishment is subject to set-off or counterclaim against the Bank. The UCOPAY+ user's Wallet will be credited only on receipt of money from the ME or the acquirer.

9.7  The Bank will not be responsible for furnishing original bills of the ME to the UCOPAY+ user.

Indemnity

In consideration of the Bank providing the Product, the UCOPAY+ user agrees to indemnify and hold the Bank harmless against all actions, claims, demands proceedings, loss, damages, costs, charges and expenses which the Bank may at any time incur, sustain, suffer or be put to as a consequence of or arising out of or in connection with any services provided to the UCOPAY+ user pursuant hereto. The UCOPAY+ user shall indemnify and keep indemnified the Bank for unauthorized access by any third party to any information/instructions/triggers given by the UCOPAY+ user or breach of confidentiality.

 

Governing Law & Jurisdictions

11.1 The Product and the terms and conditions of the same are governed by the applicable laws in India.

11.2 Any dispute or claim pertain to the Product and /or the terms and conditions herein are subject to the exclusive jurisdictions of competent courts/tribunals/forums in Kolkata and the UCOPAY+ user agrees to such exclusive jurisdictions in Kolkata.

 

Redemption

12.1 In case of discontinuation of product by the bank, Bank shall not dishonor customer instructions for payments/transfer of money, at approved locations, if there is sufficient balance outstanding in the wallet.

12.2 The holder of wallet shall be permitted to redeem the balance outstanding within the expiry date, if for any reason the scheme is being wound-up or is directed by the Reserve Bank to be discontinued.

Annexure A

END USER LICENSE AGREEMENT

This is a legal agreement between UCO Bank.  ("Licensor")  and you, the person accessing or receiving the Software (defined below) or the organization or entity that has authorized you to access or receiving the Software for its benefit (in either case,  "you"  or  "your" ). Licensor provides mobile software applications obtainable from authorized agents or downloadable from mobile application stores. BY CLICKING YOUR ACCEPTANCE OF THIS END USER LICENSE AGREEMENT ("EULA"), OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT (I) YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS EULA, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM AND (II) YOU AND ANY ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS EULA AND RECEIVING THE SOFTWARE, ACCEPT THIS EULA. If you do not agree to the terms of this EULA, you may not download, install or use the Software.

"Software"  means all computer code (whether in binary or source code format) and programs delivered to you and the content therein; including the associated documentation  ("Documentation")  and application program interfaces (if any), and any patches, updates, upgrades, improvements, enhancements, fixes and revised versions of any of the foregoing that may be provided to you from time to time hereunder, any derivative works of any of the foregoing, and any combination of the foregoing.

1. GRANT OF SOFTWARE LICENSE. Subject to the terms and conditions of this EULA, Licensor grants to you a non-exclusive, non-transferable license ( "License" ) to download a single copy of the Software on a device owned or controlled by you in support of and use of the Software for, as applicable, your personal use or your employer's internal operations, solely in connection with your access to and use of the Licensor-authorized financial and payment products and services enabled by the Software (collectively,  "Services" ). If you are an authorized agent of a financial institution under a written agreement ( "Agent Agreement" ) expressly allowing you to distribute the Software to consumers in accordance with the Agent Agreement, then, subject to the terms and conditions of this EULA and the Agent Agreement, Licensor also grants to you a nonexclusive, non-transferable license to make single copies of the Software onto the personal device of each customer of yours who is a consumer using the Services and who is a resident of your country.
2. RESTRICTIONS ON USE. As between the parties, Licensor retains sole and exclusive title to and ownership of the Software and all proprietary rights with respect to (a) the Software and all copies thereof; (b) any Documentation and any copies thereof; and (c) all intellectual property rights embodied within the foregoing (a)-(b). This license does not constitute a sale of the Software or any portion or copy of it, and you acknowledge that you are receiving LICENSED RIGHTS ONLY. You shall not directly or indirectly: (i) except as expressly permitted in Section 1, sublicense, sell, rent, lease, distribute, redistribute or transfer any of the Software or any rights in any of the Software, (ii) modify, translate, reverse engineer, decompile, disassemble, attempt to discover the source code for the Software, or request or authorize any third party to do the same, (iii) use any Software in an application service provider (ASP), software-as-a-service (SAAS) or outsourcing relationship, or in any way other than in its intended manner, (iv) remove any proprietary notice, labels, or marks on or in Software, or (v) disable or circumvent any access control or related device, process or procedure established with respect to the Software. You are responsible for all use of the Software and for compliance with this EULA; any breach by you or any of your users' use of the Software shall be deemed to have been a breach by you. Licensor reserves all rights not expressly granted; no right or license is granted hereunder, express or implied or by way of estoppel, to any intellectual property rights other than as expressly set forth herein.
3. TERM AND TERMINATION. The term of this EULA shall continue until it is terminated. Licensor may terminate this EULA immediately if you breach this EULA. This EULA shall terminate automatically without notice from Licensor if you fail to comply with any provisions contained herein. Immediately upon any termination of this EULA, you shall un-install and cease use of the Software and delete any copies, or portions thereof, in your possession. All rights and remedies afforded Licensor by law shall be cumulative and not exclusive.
4. DISCLAIMER. LICENSOR MAKES NO WARRANTY REGARDING THE SOFTWARE OR ITS DOCUMENTATION, AND MAKES THE SOFTWARE AND DOCUMENTATION AVAILABLE TO YOU "AS IS" AND WITHOUT WARRANTY, AND LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. NO WARRANTY IS MADE THAT THE SOFTWARE WILL OPERATE IN AN ERROR FREE, UNINTERRUPTED OR SECURE MANNER OR IN COMBINATION WITH THIRD PARTY HARDWARE OR SOFTWARE PRODUCTS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE, AND FOR ANY RELIANCE THEREON.
5. INDEMNIFICATION. You shall indemnify and hold harmless Licensor, its licensors, the Service provider and their respective affiliates, against any and all third party claims arising from or related to your use or misuse of the Software or your breach of this EULA, and you shall pay all costs, losses, damages, and attorneys' fees that a court or arbitrator finally awards, and all associated settlements. You will, if instructed by Licensor in writing, defend such third party claims at your own expense.
6. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR'S TOTAL, AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS EULA AND/OR THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, AND OTHER CONTRACT OR TORT CLAIMS), EXCEED THE AMOUNT OF YOUR DIRECT DAMAGES ACTUALLY INCURRED.
7. INFRINGEMENT. If Licensor believes that use of the Software may be enjoined, then Licensor may, with or without notice and at its expense, modify the Software, replace the Software, or terminate this EULA, and you will cooperate in any such effort.
8. EXCLUSION OF DAMAGES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE HEREUNDER FOR ANY OF THE FOLLOWING: (I) THIRD PARTY CLAIMS, (II) LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA AND/OR (III) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES (INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOST SAVINGS AND DAMAGE TO ANY DATA OR SYSTEMS); EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITS ON LIABILITY SET FORTH IN PARAGRAPHS 6 AND 7 AND THE OTHER PROVISIONS IN THIS EULA REFLECT THE ALLOCATION OF RISKS BETWEEN THE PARTIES. THIS PARAGRAPH IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
9. COMPLIANCE WITH LAWS. The Software is provided solely for lawful purposes and use. Licensor makes no representation that the software is appropriate or compliant for use in your country of use. You shall be solely responsible for, and agree to comply with, all applicable laws, statutes, ordinances, and other governmental authority, however designated, with respect to your use of and access to the Software. You may not download, use or export the Software in or to a national or resident of any country other than your own, or to anyone embargoed or sanctioned in India. Treasury Department's list of Specially Designated Nationals, the INDIA Commerce Department's list Table of Denial Orders, or any similar regulation whether in force now or subsequently. You agree to comply with all applicable export and reexport control laws and regulations in regard to products (including computer and mobile phone hardware, software, deliverables, technical data, source code, or any other technology, equipment, and/or derivatives of such hardware, software, deliverables, technical data, source code, equipment, or any other technology) received from us. You will reasonably cooperate with Licensor and will provide Licensor promptly upon request any certificates or documents as are reasonably requested to obtain approvals, consents, licenses and/or permits required for any payment or any export or import of products or services under this EULA, at Licensor's expense.
10. RIGHT TO EQUITABLE RELIEF: Licensor may seek immediate injunctive relief in the event of a breach or threatened breach of this Agreement by you. You agree that money damages would be an inadequate remedy for Licensor in the event of a breach by you of the provisions set forth in this EULA.
11. CHOICE OF LAWS: This agreement shall be interpreted under the laws of India. Any litigation under this agreement shall be resolved in the federal or state courts located in Kolkata, India.
12. MISCELLANEOUS. This EULA shall be binding and shall inure to the benefit of the parties and their respective successors and permitted assigns. This EULA may not be assigned by you. Any attempted assignment in violation of the foregoing shall be null and void. Licensor may assign, delegate and/or subcontract any or all of its rights or obligations hereunder. Except as explicitly stated otherwise or required by law, you shall provide any notices to Licensor by commercial courier service or by certified international mail, postage prepaid and return receipt requested, to India, Attention: Legal Department, and notices shall be deemed delivered when received. Licensor shall provide any notices to you at the email address that you provide to Licensor, and such notice shall be deemed delivered twenty-four (24) hours after the email is sent, unless Licensor receives notice that the address is invalid or the email has otherwise failed to reach the destination email address within such period, in which case Licensor shall use commercially reasonable efforts to send you notice by mail. Licensor may seek injunctive or other equitable relief, wherever it deems appropriate, to protect or enforce Licensor's rights under this EULA. If any part of this EULA shall be held to be void or unenforceable by a court of competent jurisdiction, such part will be treated as severable, leaving valid the remainder of this EULA notwithstanding the part or parts found to be void or unenforceable. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, and any such waiver shall only be applicable to the specific instance referenced in such writing. This EULA may be amended only by a writing executed by each of the parties hereto. The headings in this EULA are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Paragraphs 3-10, inclusive, shall survive the termination or expiration of this EULA for any reason. If you are not sure whether you understand all parts of this License or if you are not sure whether you can comply with all Terms and Conditions of this License, you must not download, install or use the Software or any portions of it.