SETTLENOW MERCHANT TERMS AND CONDITIONS

THIS SETTLENOW MERCHANT TERMS AND CONDITIONS GOVERN YOUR ACCESS TO AND USE OF THE SETLLENOW PLATFORM (THE “PALTFORM” OR “SETTLENOW”) AND IS AN AGREEMENT BETWEEN THE MERCHNAT AND SETTLENOW. BY REGISTERING WITH SETTLENOW, THE MERCHANT AGREES TO BE BOUND BY THE TERMS OF THE AGREEMENT.

As used in this Agreement, "we", "us", “the App”, “the application”, “the website”, “the portal” and "SettleNow" means the SettleNow Platform which is owned and marketed by Leo Technologies Ltd, a DIFC registered company (license number CL3160), and any of its applicable affiliates; and "you" means the Merchant and any of its affiliates.

Definitions

For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.

“Client” shall mean any individual, group of individuals, firm, company, or any other entity making a payment through the SettleNow Platform.

“Merchant” shall mean the entity incorporated or otherwise more specifically described hereinabove, which collects payments for its services/products through the SettleNow Platform and more particularly described in the Agreement.

“Services/Products” shall mean services and products of the Merchant for which payment is collected through SettleNow platform by the Merchant.

“Price” means the sale price of the services/products inclusive of Merchant VAT (if applicable) and shall not include SettleNow fees and VAT.

“SettleNow” or “the App” means the mobile application platform owned and operated by Leo Technologies Ltd that facilitates the payment service between the Merchant and the Client.

“Service Fees” shall mean the fees per transaction charged by SettleNow to the Merchant at the rates agreed to between the parties, upon the completion of transaction .

“Service Fees” shall mean the fees charged by SettleNow directly to the Client. “VAT” shall mean Value Added Tax.

“SettleNow Transaction” Any transaction done on the SettleNow platform, including but not limited to the use of the SettleNow Platform.

Enrollment and On-boarding

To begin the enrollment process, you must sign the Agreement and provide required details for the online registration and on-boarding process on the Platform. As part of the registration, you must provide us with your (or your business') legal name, address, phone number, e-mail address and supporting KYC documents. While registering, you will choose a password and are responsible for maintaining the confidentiality of the password and the account. You are fully responsible for all activities that occur while using your password or account. It is your duty to notify SettleNow immediately in writing of any unauthorized use of your password or account or any other breach of security. SettleNow will not be liable for any loss that may be incurred by you as a result of unauthorized use of your password or account, either with or without your knowledge. You shall not use anyone else's password at any time, nor should be sharing your account/password with others.

We may at any time cease providing any or all the services and may amend the terms and conditions contained in this Agreement at our sole discretion and with a notice of seven days. We will be sharing the revised SettleNow Merchant Terms and Conditions via email or other means of communication and YOUR CONTINUED USE OF THE PLATFORM AFTER SETTLENOW’S POSTING/SHARING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

In order to cooperate with governmental requests, to protect our systems and Clients, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on how to use the Platform, you are responsible for any actions you take based on our suggestions.

SettleNow shall offer you its services for facilitating online payment which shall include hosting and technology, client support, and all the other related services to ensure client satisfaction on behalf of the Merchant. For this arrangement, you shall pay Service Fees as specified in the Agreement with SettleNow . SettleNow Payments All the payment collection requests should be provided in the SettleNow approved format and should be accurate and complete including purpose of such payment request from the Client. We will enable the Clients to make payments to you via SettleNow App or via Web. (wherein we will collect the said payment on your behalf). Clients can also make payment either by the Client generating the payment request or responding to your request. SettleNow will not assume any liability for such transactions to either party. Fee, Payment, and Refunds by Clients The details of the Service Fees and the payment settlement are specified in the Agreement. To avail the service offered by us, you must provide us with a valid bank account information for a bank account in your name. We will be responsible to bear all bank charges (including but not limited to remittance/transfer fees, currency exchange, VAT, etc.) for any transfers made for the settlement. At the end of each settlement cycle we will provide you an option to postpone your settlement transfer to the next cycle. All the Payment requests on the Platform are final once confirmed by you and paid through the Platform. The Platform does not provide refunds to clients. All refunds are at sole discretion of the Merchant. The Merchant may use the Platform for processing refunds, if any. All refund transactions processed through platform will be subject to transaction charge of 3.5% of the amount paid. If we determine that your actions or performance may result in claims, disputes, violations of the Agreement, or other risks to SettleNow or third parties, then we may in our sole discretion temporarily suspend our services to you as long as we determine any related risks to SettleNow or third parties persist. For any amounts that we determine you owe us, we would notify you and we may (choose one or more of the following options): (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt of our invoice; (c) reverse any credits to your bank account; and/or (d) collect payment and reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or violate our policies mentioned in this Agreement and notified to you from time to time, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in AED, and all payments contemplated by this Agreement will be made in AED.

SettleNow Payments All the payment collection requests should be provided in the SettleNow approved format and should be accurate and complete including purpose of such payment request from the Client. We will enable the Clients to make payments to you via SettleNow App or via Web. (wherein we will collect the said payment on your behalf). Clients can also make payment either by the Client generating the payment request or responding to your request. SettleNow will not assume any liability for such transactions to either party.

Fee, Payment, and Refunds by Clients

The details of the Service Fees and the payment settlement are specified in the Agreement. To avail the service offered by us, you must provide us with a valid bank account information for a bank account in your name.

We will be responsible to bear all bank charges (including but not limited to remittance/transfer fees, currency exchange, VAT, etc.) for any transfers made for the settlement. At the end of each settlement cycle we will provide you an option to postpone your settlement transfer to the next cycle.

All the Payment requests on the Platform are final once confirmed by you and paid through the Platform. The Platform does not provide refunds to clients. All refunds are at sole discretion of the Merchant. The Merchant may use the Platform for processing refunds, if any. All refund transactions processed through platform will be subject to transaction charge of 3.5% of the amount paid.

If we determine that your actions or performance may result in claims, disputes, violations of the Agreement, or other risks to SettleNow or third parties, then we may in our sole discretion temporarily suspend our services to you as long as we determine any related risks to SettleNow or third parties persist. For any amounts that we determine you owe us, we would notify you and we may (choose one or more of the following options): (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt of our invoice; (c) reverse any credits to your bank account; and/or (d) collect payment and reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or violate our policies mentioned in this Agreement and notified to you from time to time, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in AED, and all payments contemplated by this Agreement will be made in AED.

Obligations and Undertakings of the Merchant

The Merchant:

1. through the interface provided by SettleNow, shall NOT upload any Service/Product description, images, disclaimer, delivery timelines, price and such other details for the Services/Products to be displayed and offered for sale through the Platform.

2. at all times shall have access to the internet and its email account (provided to us in this Agreement) to check the status of the SettleNow requests.

3. on receipt of the SettleNow , shall take full responsibility to deliver the services to the Client.

4. shall acknowledge and accept the invoice raised by SettleNow on your behalf in the name of Clients, if any

5. shall be solely responsible for any dispute that may be raised by the Client relating to the goods, merchandise and services (including but not limited to Services/Products) provided by you.

6. at all time during the pendency of this Agreement endeavor to protect and promote the interests of SettleNow and ensure that third parties rights including intellectual property rights are not infringed.

7. at all times be responsible for compliance of all applicable laws and regulations in the UAE.

8. confirm that the complete Service/Product responsibility and liability shall solely vest with you and that you shall be solely responsible to the Client for the sale of the Service/Product (for which SettleNow is used) including but not limited to its delivery to the Client and that you shall not raise any claim on SettleNow in this regard.

9. shall pay SettleNow a Service Fee as specified by SettleNow on every transaction it enables and that you shall provide all completed transaction details (including proof of service delivery) to SettleNow for record keeping and reconciliation.

Representations

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered (b) you are in a legal business and do not provide activities other than the ones you are registered under (c) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (d) any information provided or made available by you or your affiliates to SettleNow is at all times accurate and complete; (e) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, (f) you and all of your subcontractors, agents, and suppliers will comply with all applicable laws in your performance of your obligations and exercise of your rights under this Agreement.

Term and Termination

The term of this Agreement will start on the date of the signing of the Agreement by both the parties and continue until terminated by us or you as provided in this Agreement. We may terminate (with or without cause) or suspend (with or without cause) this Agreement (without a court order) or any service for any reason at any time by one month notice to you (without a court order). You may terminate this Agreement or any Service for any reason by giving one month written notice to us. Termination or suspension of this agreement will not terminate or suspend transactions already done on the Platform.

Indemnity

Both parties agree to indemnify, defend and hold harmless each other and/or its officers, agents and employees, their respective lawful successors and assigns from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable legal fees and disbursements in connection therewith and interest chargeable thereon), that arise out of, a) actual or alleged breach of any obligations in this Agreement; (b) any actual or alleged infringement of any intellectual property rights and/or any personal injury, death, or property damage related to any of sales channels (other than SettleNow), Services/Products (including their offer, sale, performance, and fulfillment) and merchandise, goods and other consumables; (c) personnel (including any act or omission of your personnel or misconduct or misrepresentation or negligence or any claim brought or directed by personnel); (d) VAT; or (e) any reviews or comments posted about you on SettleNow .

License

You grant SettleNow and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and license to use, reproduce, edit, modify, adapt, publish, translate, create derivative works from, distribute, perform and display your information (including but not limited to data, media, pictures, logo, etc.) (in whole or in part) and/or to incorporate it into other works in any form, media or technology, whether for commercial or non-commercial purposes. You waive any moral rights you may have in, or to be identified as the author for your information (including but not limited to data, media, pictures, logo, etc.)

However, we will not alter any of your trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the App); provided further, however, that nothing in this Agreement will prevent or impair our right to use your information (including but not limited to data, media, pictures, logo, etc.) without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law.

Disclaimer

The services on SettleNow are provided on an "as is" and "as available" basis only without warranties of any kind either express or implied. SettleNow may change the features or functionality of the services at any time, in its sole discretion, without notice. Without limiting the foregoing, SettleNow does not warrant that the functions contained in or access to the Platform , Services, Content or other content will be timely, uninterrupted, reliable, accurate or error-free or without omission, that defects will be corrected, or that the Platform, services, or content are free of viruses or other harmful components, or that the download, installation or use of the App or any content in or with any device will not affect the functionality or performance of the device. Neither SettleNow nor its affiliates assume any responsibility for accidents, damages or other losses resulting from or associated with use and/or misuse of the Platform.

You agree that in situations due to any technical or other failure in SettleNow services committed earlier may not be provided or may involve substantial modification. In such cases, SettleNow shall refund the amount received from the Client for such services not availed by the Client which shall completely discharge any and all liabilities of SettleNow against such non-provision of services or deficiencies. Additional liabilities, if any, shall be borne by you.

SettleNow is not giving any warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, which you obtain from SettleNow or through the services shall create any warranty not expressly made herein or in the terms and conditions of the services.

You agree that the above exclusions and limitations of liability enable the services and the content to be provided by SettleNow at either reasonable costs or no costs to you.

Limited Liability

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SETTLENOW HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR PAYMENT SETTLEMENT CYCLE (15 DAYS) PERIOD PAID BY YOU TO SETTLENOW IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

Confidentiality

During the course of your use of the services, you may receive information relating to us or to the services, including but not limited to SettleNow Transaction information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain SettleNow’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation under this Agreement; (c) you will not otherwise disclose Confidential Information to any other person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to this Agreement, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way.

You undertake that you will not at any time disclose to any person any Confidential Information concerning SettleNow, it’s business, affairs, customers, clients or suppliers.

We may disclose the your confidential information: (a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our obligations under this Agreement; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

SettleNow Transaction information

You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose any SettleNow Transaction information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any SettleNow Transaction information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable law; (c); (d) disparage us, our Affiliates, or any of their or our respective Services or any Client; or (e) target communications of any kind to the Client.

Force Majeure

No party shall be liable for any failure to perform its obligations under this Agreement if the failure results from a Force Majeure Event (defined below), provided always that whenever possible, the affected party will resume that obligation as soon as the Force Majeure Event occasioning the failure ceases or abates.

For purposes of this Agreement, a “Force Majeure Event” is an event when either party fails or delays in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, civil disturbance or commotion, DDOS attacks, disruption of the public markets, failure of third party software or inability to obtain raw materials, supplies or power.

Relationship

None of the provisions of this Agreement, any agreement, terms and conditions, notices, or the right to use this App by you contained herein or any other section of the App, shall be deemed to constitute a partnership between you and SettleNow and no party shall have any authority to bind (unless expressly provided herein) or shall be deemed to be the agent of the other in any way. This Agreement will not create an exclusive relationship between you and us.

Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the parties. SettleNow shall not be responsible for the acts or omissions of the Merchant, and Merchant shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of SettleNow .

General Matters

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings of the parties, oral or written, in connection herewith.

All written notices, consents, requests, demands, and other communications under this Agreement or in connection herewith shall be given by letter (delivered by hand or by courier) or by e-mail, which shall be addressed to the relevant party.

A notice shall be deemed received: if delivered by hand, when given; if sent by courier, at the time of delivery recorded by the courier company. Notices sent electronically (including by e-mail) are not deemed received unless confirmation of receipt is given by the recipient (not including electronically generated replies such as “read receipts” or “out of office replies”).

This Agreement is between you and us. No other person has any rights to enforce any of its terms.

Each paragraph/clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs/clauses will remain in full force and effect. Both parties shall have right to unilaterally assign their rights and obligations under this agreement and/or to novate this Agreement without other party’s consent. In case of any such assignments or novation other party must be notified in reasonable time period.

This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre. This contract shall be governed by and construed in accordance with the law of Dubai International Financial Centre.