1. Definitions

In these Terms, the following words and phrases have the meanings set opposite them unless the context indicates otherwise:

1. “Account/Profile” shall mean the merchant profile created for the Merchant after the Merchant has successfully onboarded on to the Platform.
2. “Applicable Law” shall mean all applicable laws, statutes, by-laws, rules, regulations, orders, enactments, ordinances, protocols, codes, guidelines, policies, notices, directions, rule of common law, decree, judgments or other requirements of any authority (including any similar form of decision of, or determination, application or execution by, or interpretation or pronouncement having the force of law), whether national or of any state, or any other political subdivision thereof or issued by any governmental authority, including those issued by any court, tribunal in India and any other applicable jurisdiction.
3. “End User” shall mean the customer/s of either the Merchant and/or Bank and/or any other entity onboarded on the Platform who is desirous of availing the services of FealtyX/using the FealtyX platform.
4. “Offer(s)” shall mean proposed or accepted discounts/deals/coupons/benefits/gift vouchers the entity shall or intends to provide to the End User in partnership with Banks and/or other entities who wish to partner with the Merchant to provide said Offer. 
5. “Merchant/s” shall mean and include online, mobile-app based and offline merchants who provide goods and services and who are desirous of availing the Services available on the Platform.
6. “Payment Partner” shall mean any bank, financial institution, fintech company, payment gateway provider, or other third-party service provider engaged by the Merchant, directly or indirectly, to facilitate the processing, collection, settlement, or disbursement of payments in relation to the goods or services offered by the Merchant. This includes but is not limited to entities providing services such as credit card processing, debit card processing, net banking, unified payment interface (UPI), e-wallets, and other digital or physical payment methods.
7. “Services” shall mean the features of the Platform that the Merchant has opted to avail on the Platform.

1.  Applicability and Acceptance of Terms 

1. Each Merchant desirous of availing Services of the Platform, shall by way of a one-time registration, in such form, manner and substance as FealtyX may prescribe, register on the Platform and FealtyX shall be entitled, at its sole discretion, to accept or reject such application for registration. By applying for, registering, and clicking on “I accept”, the Merchant accepts these Terms, which shall govern the use of the Platform and shall be considered as the governing agreement between Merchant and FealtyX. The Terms shall be in addition to and not in derogation of any other document that FealtyX may prescribe the Merchant to sign for the purposes of access and usage of the Platform (including any Offer Forms).
2. The Merchant hereby acknowledges that the User has read and understood these Terms and agrees that the Terms shall be binding on the Merchant with regard to every action conducted by the Merchant on the Platform. 
3. The Merchant agrees that the Platform is offered in line with Applicable Laws and there may be changes to the Platform in case of changes in Applicable Laws without any liability to the Merchant. 

1. Scope of the Platform 

1. Once registered and onboarded, the Platform shall enable Merchant to discover and be discovered by Banks and/or any other entity onboarded on the Platform in order to develop and run Offers. The Platform shall enable this through API integration with the Merchant’s systems which the Merchant shall authorise and enable or through partner app integrations which the Merchant is already using. The Company may also grant the Merchant access to an online dashboard hosted by the Company that allows Merchants to manage and create Offers and track appropriate data. 
2. The Platform shall provide the facility of lifecycle management of the Offer.
3. The Platform shall not be responsible for any information provided by the Merchant on the Platform and any claims/damages arising out of it.
4. The Platform is only a technological intermediary and shall not itself participate in the curation of the Offer, any commercials or disputes related to it.
5. Services on the Platform shall always be contingent on the Merchant providing relevant access to information, data, APIs, and any other assistance (include remote access) requisite for performance. 
6. Any form or manner in which data is received, shall, by virtue of its existence within the operational framework, be retained in accordance with internal mechanisms for process.
7. Such data may undergo requisite procedural considerations that align with future contingencies, ensuring adaptability within the broader scope of utilization, subject to overarching regulatory and structural paradigms as per the data protection.
8. Merchant represents and covenants that it shall honour all Offers even after the expiration or termination of this Agreement, and that its Offers shall be compliant with all Applicable Laws. Merchant agrees that it shall not impose any restrictions on redemption of the Offers unless such restriction is expressly communicated to FealtyX and the End User (suitably in advance) and is in compliance with Applicable Law.
9. Merchant acknowledges and agrees that FealtyX shall have the perpetual and irrevocable right to use, in connection with its business activities, all information made available to FealtyX hereunder and will have the right to: (a) collect and store all necessary information and data from the Merchant and End Users to the extent required to provide the Services, in accordance with Applicable Law; and (b) communicate with End Users for the effective provision of Services hereunder. To the extent an End User is enrolled for, or utilizes or avails of an Offer enabled through the Platform, or the extent FealtyX is provided with any data and information (including cellular or mobile number or other personally identifiable information) of any person in order for such person to avail of an Offer, the Merchant hereby consents to such person receiving text messages or other communications from FealtyX, and to FealtyX collecting, using and storing such data and/or information in any manner that complies with FealtyX’s privacy policy and Applicable Law.
10. Merchant specifically agrees to maintain a public-facing privacy policy / notice that accurately describes the collection and use of any personal or sensitive data and information by or on behalf of the Merchant. 
11. Merchant specifically acknowledges that as part of providing the Services and access to the Platform, FealtyX may collect data related to the use and performance of the Platform and for implementation of the Offers. Merchant acknowledges and specifically agrees that FealtyX is free to collect and analyse such data and other information relating to the provision, use and performance of the Platform for the purpose of improving the Platform and other business purposes on an aggregated or de-identified basis.

1.  Rights and Obligations of Merchant 

1. The Merchant shall be entitled, subject to these Terms, to avail Services on the Platform.
2. The Merchant shall be responsible for the accuracy of any information provided on the Platform and shall ensure that any information provided does not infringe any third-party intellectual property. The Merchant shall be liable to compensate the Bank and/or any other entity onboarded on the Platform and FealtyX for any loss arising on account of any error. FealtyX shall provide Services on the basis of information fetched, provided by Merchant without independent verification thereof. 
3. FealtyX, Bank and/or any other entity onboarded on the Platform disclaims all liability for execution of an Offer in good faith and in compliance with what is agreed on the Platform.
4. The Merchant authorizes FealtyX to integrate with its system and fetch any information related to the Offer including but not limited to performance of the Offer for the purposes of reconciliation and in order to share it with the Bank and/or any other entity onboarded on the Platform.
5. The Merchant agrees that any Offer executed on the Platform shall be irrevocable once executed unless mutually modified between Merchant and Bank and/or any other entity onboarded on the Platform. 
6. The Merchant shall be solely responsible for any damage, claim, and issue arising out or in connection with any purchase by End User of goods/services from the Merchants on which the Offer is available. The Merchant understands and agrees that all such losses, damages and issues shall constitute a claim against such Merchants.
7. The Merchant shall be responsible for dealing with any End User grievances in relation to the Offer unless otherwise agreed.
8. The Merchant shall inform FealtyX immediately of any inquiry, question or issue raised by any authority including but not limited to any statutory authority or official regarding and relating to the usage of Platform by the Merchant and/or the Offer, as well as expeditiously notify FealtyX of any show causes, seizure or similar action and provide copies of any notices, memos, correspondences received from such authority. Merchant shall not unilaterally file any response / reply to such an authority without the prior approval and vetting by FealtyX.
9. The Merchant hereby acknowledges that Merchant may interact with regulated entities on the Platform and hence by virtue of such interaction may be required to provide access to such regulated entity and their regulators to all information and data related to the Offer. The Merchant hereby consents to provide such access. 
10. The Merchant shall be solely responsible for keeping its login credentials confidential and not share it with any third party. FealtyX shall not be responsible for any liability arising out of use, whether authorized or unauthorized, of Merchant’s credentials by any third party. 
11. The Merchant hereby grants FealtyX and the Bank and/or any other entity onboarded on the Platform a worldwide, non-sublicensable, limited, perpetual license to use the Merchant’s trademarks, namely name and logo (“Marks”) for the purposes of displaying them on marketing and promotional materials. FealtyX shall also display the Marks on the Platform and/or its website. 
12. In consideration for providing the Platform and Services, FealtyX shall be entitled to such fees as shown on the platform for offering its services.
13. The Merchant shall not: 

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or documentation (as applicable) in any form or media or by any means unless otherwise expressly agreed;
2. attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Platform; 
3. access all or any part of the Services and documentation in order to build a product or service that competes with the Services and/or the documentation; 
4. use the Services and/or documentation to provide services to third parties; 
5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or documentation available to any third party except the authorised users; 
6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or documentation, other than as provided under these Terms; 
7. remove or obscure any copyright, trademark or other proprietary notices, legends or FealtyX branding contained in or on the Platform; 
8. use the Platform in any way that violates any applicable federal, state, local or international law or regulation, or introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; 
9. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the dashboard, the server on which the dashboard is stored, or any server, computer or database connected to the Platform;
10. use the Platform to send or store materials that is obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third-party privacy rights.

FealtyX may, in its sole discretion, immediately suspend Merchant’s access to the Platform if Merchant violates the terms of this Section.

1. Rights and Obligations of FealtyX 

1. The Services and the Platform are provided on an “as is'' basis without warranty of any kind. FealtyX disclaims all warranties, whether express, implied, or statutory, regarding the Services. FealtyX specifically disclaims all implied warranties of merchantability, accuracy, authenticity and/or accuracy of data, results of use, accuracy, authenticity, reliability, fitness for a particular purpose, title, infringement of third-party rights, interference with quiet enjoyment and any warranties or conditions arising out of course of dealing or usage of trade. FealtyX disclaims any warranty that the Merchant’s use of the Services will meet any or all of Merchant’s requirements or that such use will be uninterrupted, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, complete, free of harmful code or error-free. 
2. FealtyX hereby grants Merchant a worldwide, non-sublicensable, limited license to use FealtyX’s name and logo (“Fealty Marks”) for the purposes of displaying them on the Merchant’s website to showcase partnership between Merchant and FealtyX. Nothing in these Terms give the Merchant any right, title, or interest in intellectual property (including the Platform) owned by FealtyX. Merchant acknowledges and agrees that FealtyX and its licensors are the owners of all right, title and interest in and to the Platform and all updates, upgrades, and derivative works thereto, including anything developed or created by FealtyX as part of the Services, and all intellectual property rights therein including anything developed or created by FealtyX as part of the Services, and that Merchant will not obtain or claim any ownership interest in the foregoing.
3. FealtyX may facilitate payments to the Merchants, in which case the Merchant authorises FealtyX to deduct its fees from amounts payable to the Merchant and subsequently transfer the balance to the Merchant.
4. FealtyX shall have the right to suspend, terminate the Merchant’s Account(s) and/or access to the Platform at its sole discretion with or without notice to the Merchant.

1. Sharing of Information 

1. In addition to any other accesses provided under this Terms, The Merchant irrevocably and unconditionally authorises FealtyX to access and use all information of the Merchant’s Account(s) and records received while providing the Services under it and share such information: 

1. with FealtyX’s employees/agents/group entities/auditors, regulators, statutory authorities; or
2. with FealtyX’s service providers or any such person with whom FealtyX contracts or proposes to contract in relation to the provision of the Services through the Platform.
3. for the purposes of enabling Merchant to partner with other entities on the platform for running reward programs and offers.

1. FealtyX and the Merchant agree to comply with all Applicable Laws governing data protection and privacy, including but not limited to the Digital Personal Data Protection Act (DPDP), 2023, Information Technology Act, 2000, and the General Data Protection Regulation (GDPR), where applicable.

1. The Merchant further acknowledges that FealtyX shall take reasonable measures to protect the confidentiality, integrity, and security of the data shared. However, FealtyX shall not be liable for any unauthorized access or misuse of data by third parties beyond its control.
2. The Merchant shall ensure that all data shared with FealtyX is accurate, lawful, and obtained with appropriate consents, where necessary. The Merchant agrees to indemnify and hold FealtyX harmless from any claims, penalties, or liabilities arising out of the Merchant’s failure to comply with data protection obligations.

1.  Limitation of Liability 

1. Indemnity 

1. Any violation of the Terms by the Merchant;
2. Any attempts at hacking, reverse engineering, altering or any unauthorized use of the Platform by the Merchant or by any third party but attributable to the Merchant;
3. Any breach of any obligation to be performed by the Merchant hereunder;
4. Any fraud, error, inadequate financial capacity to fulfil obligations and/or provide remedies;
5. Any legal risks including but not limited to exposure to fines, penalties, or punitive damages resulting from supervisory actions, as well as private settlements due to omissions and commissions of Merchant;
6. Against any losses which may be suffered or incurred by FealtyX, Bank and/or any other entity onboarded on the Platform which must arise out of or in connection with such events that are directly or indirectly caused by the acts or omissions of the Merchant.

1. Dispute Redressal Mechanism

1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of India.
2. All disputes and differences arising out of or in connection with any of the matters set out in this Agreement (“Dispute”), if not resolved by amicable settlement within 30 (thirty) days from the Dispute, shall be finally and conclusively determined by arbitration by a sole arbitrator mutually appointed jointly by both the parties, in accordance with the Arbitration and Conciliation Act, 1996, of India, for the time being in force.
3. The arbitrator shall reach and render a decision in writing with respect to the appropriate award to be rendered or remedy to be granted pursuant to the dispute.
4. To the extent practical, decisions of the arbitrator shall be rendered no more than 180 (One Hundred Eighty) days following the commencement of proceedings with respect thereto.
5. The arbitration shall be conducted in English, and the venue for arbitration shall be Bengaluru, India.

1. Termination

1. Termination by FealtyX: FealtyX may terminate this agreement or suspend the Merchant’s access to the Platform with immediate effect upon the occurrence of any of the following events:

1. The Merchant breaches any of the provisions of this agreement.
2. The Merchant engages in any fraudulent activity, misuse of the Platform, or other conduct detrimental to FealtyX or its partners.
3. FealtyX is directed to terminate services by any regulatory or statutory authority or due to changes in Applicable Laws.
4. The Merchant becomes insolvent, files for bankruptcy, or is otherwise unable to fulfil its obligations under this agreement.

1. Termination by the Merchant: The Merchant may terminate this agreement by providing at least 30 (thirty) days’ prior written notice to FealtyX, provided that all outstanding obligations, including payments due, have been settled.
2. Consequences of Termination:

1. Upon termination, the Merchant’s access to the Platform and all associated services will be revoked immediately.
2. FealtyX shall not be liable for any claims, losses, or damages arising from the termination of the Merchant’s access to the Platform.
3. The Merchant shall settle all outstanding dues, including commission fees, within 15 (fifteen) days of termination.
4. Any licenses granted under this agreement, including the use of FealtyX trademarks, shall immediately cease.
5. Data related to the Merchant shall be retained or disposed of by FealtyX in accordance with Applicable Laws and the data retention policies of FealtyX.
6. Survival of Obligations: Provisions under Sections 6 (Sharing of Information), 7 (Limitation of Liability), 8 (Indemnity), and any other clauses that by their nature are intended to survive termination shall remain in full force and effect.

1. Reinstatement: In cases of termination due to breach, FealtyX may, at its sole discretion, reinstate the Merchant’s access to the Platform upon rectification of the breach and fulfilment of any conditions imposed by FealtyX.

• General

1. Each party shall be deemed to be an independent contractor hereunder. This Agreement creates no relationship of joint venture, partnership, or agency between the parties, and the parties hereby acknowledge that no other facts or relations exist that would create any such relationship between them.
2. Merchant shall not transfer or assign any of its rights or obligations or any part thereof, under this Agreement, without the prior written permission of FealtyX. This Agreement shall be binding upon and shall inure to the benefit of each party and its permitted successors and assigns.
3. If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, the remainder of the Agreement shall be enforced to the full extent permitted by law.
4. The headings of various paragraphs of this Agreement are inserted merely for the purposes of convenience and do not expressly or by implication limit, define, or extend the specific terms or text of the paragraph so designated. In resolving any dispute or construing any provision hereunder there shall be no presumptions made or inferences drawn because one of the parties drafted the Agreement and each party waives any rights under any law that would require the interpretation of any ambiguities in the Agreement against the party that drafted it.
5. FealtyX may modify the Terms from time to time, and such modification shall be effective upon notice being provided to the Merchant.