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Effective 2nd December 2020
The terms and conditions contained hereunder ("T&C") shall apply to Your Use of https://hatio.tech and any other linked pages, products, software(s) or any other services more specifically described in Annexure – I below ("Services") in connection therewith (together, "Website"), offered from time to time by Hatio Innovations Private Limited ("Hatio").
This T&C governs Your Use of the Website and the connected Services from Hatio. For the purpose of clarity, "You" and "Your" means the individual or legal entity Using the Website or any connected Hatio offering. "Use" or "Using" means to download, install, activate, access any Services or otherwise Use the Website. Without generality of the foregoing, Use of the Website is available only to persons who can form a legally binding contract under the provisions of the Indian Contract Act, 1872 and any amendments made thereto.
1.1. By Using the Website, You agree to be bound by the terms of this T&C. If You are Using the Website on behalf of an entity, You represent that You have the authority to bind that entity. If You do not have such authority or You do not agree to the terms of the T&C, neither You nor the entity You represent may Use the Website.
1.2. This T&C may be revised or altered by Hatio at Hatio's sole discretion at any time without any prior intimation to You with the latest T&C being made available, for Your reference, on the Website. Any such changes made by Hatio in this regard, will be effective immediately.
1.3. By continuing to Use this Website or to access or Use the Services, You agree to be bound by the most recent and updated T&C. You are solely responsible for understanding and complying with all applicable laws of Your specific jurisdiction, including but not limited to the applicable Reserve Bank of India Guidelines, Prevention of Money Laundering Act, 2002 and the concerned Know Your Customer (KYC) / Anti-Money Laundering (AML) guidelines issued, that may be applicable to You in connection with Your business and Use of the Website.
2.1. Hatio offers the Services more specifically described in Annexure – I below. You hereby acknowledge and understand that any transfer of monies by You to Hatio shall not be considered a 'deposit' and Hatio hereby agrees that such monies transferred by You are solely owned by You. You hereby further agree that no interest or any other similar fees shall be paid by Hatio to You for Hatio's holding of your monies in accordance with the provision of Services as contemplated hereunder.
2.2. For You to avail the Services, You must be registered with Hatio and shall have submitted all requisite documentation as sought by Hatio in this regard. By registering with Hatio, You agree to provide true, accurate, current, and complete information, failing which Hatio may at any time reject Your registration and terminate Your right to Use or access the Website and Services. You hereby further grant Hatio a non-exclusive and worldwide right to Use the registration data provided by You, with respect to Your registration on the Website.
2.3. You acknowledge and agree that the form and nature of the Services which Hatio provides may change from time to time without any prior notice to You. You further acknowledge and agree that Hatio may stop (permanently or temporarily) providing the Services (or any features within the Services) to You at Hatio's sole discretion, without any prior notice.
2.4. You are solely responsible for maintaining the confidentiality of Your account and password. Hatio will not be liable to any person or entity for any loss or damage which may arise as a result of any failure on Your part to protect Your login ID or password or any other credential pertaining to Your account. You should take all necessary steps to ensure that the password is kept confidential and secure. In case You have any reason to believe that Your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner, You should inform us immediately at email@example.com.
2.5. You agree not to access (or attempt to access) any of the Services by any means other than through the valid and accepted interface that is provided by Hatio, unless specifically allowed by Hatio otherwise. You further agree that You will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services) on this Website and will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
2.6. You agree that You are solely responsible for any breach of Your obligations under this T&C and for the consequences (including any loss or damage which Hatio may suffer) of any such breach. You further agree that You are solely responsible for ensuring that Your Use of the Service is in compliance with all laws and regulations, and You represent and warrant to Hatio that You will comply with this sub-section.
2.7. You will not and will not allow a third party to:
2.7.1. transfer, sublicense, or assign Your rights under Your registration to any other person or entity, unless expressly authorized by Hatio in writing;
2.7.2. modify, adapt or create derivative works of the Website or Services;
2.7.3. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Services; or
2.7.4. remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Website.
3.1. In consideration of the Services hereunder rendered by Hatio, You shall pay Hatio a fee ("Fee"), the details of which are more specifically captured on the Website.
3.2. Hatio reserves the right to revise the Fee periodically and will intimate You of any such change within reasonable time and further reserves the right to levy additional fees on transactions undertaken through certain payment methods.
3.3. You agree to bear and be responsible and liable for the payment of all relevant taxes in relation to the payments made under this T&C.
3.4. Hatio shall have the paramount right of set-off and lien, irrespective of any other lien or charge, present as well as future on the balances held or lying with Hatio on your behalf. Hatio is hereby entitled without any notice to You to settle any indebtedness whatsoever owed by You to Hatio by adjusting, setting-off and/or transferring monies lying to with Hatio on your behalf to any account(s) held by Hatio.
3.5. In addition to the above mentioned right or any other right which Hatio may at any time be entitled to, whether by operation of law, contract or otherwise, You hereby authorise Hatio to set-off any liabilities or pending dues from You to Hatio against any balances or monies of yours lying with Hatio.
4.1. Hatio retains ownership of all intellectual property rights in and to the Website / Services, including copies, improvements, enhancements, derivative works and modifications thereof. Your rights to Use the Website is limited to those expressly granted by Hatio under this T&C. No other rights with respect to the Website or any related Services are granted or implied.
5.1. You acknowledge and agree that Hatio owns all legal and proprietary right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
5.2. You further acknowledge that the Services may contain information which is designated confidential by Hatio and that You shall not disclose such information without Hatio's prior written consent.
5.3. Indian copyright laws protect the Website and Services. Unauthorized use or copying of the Website / Services, including that which has been modified, merged, or included with other software, or of the written materials or documentation included with the Website / Services is expressly prohibited.
6.1. Limited Warranty. Hatio will use commercially reasonable efforts to make available the Website / Services free from any viruses, programs, or programming devices designed to modify, delete, damage or disable Your data.
6.2. Hatio makes no representation, warranty, guarantee or assurance that, with respect to using the Website and Services:
6.2.1. You will realize any particular or expected results;
6.2.3. The Website and Services will be available on an uninterrupted, timely, secure, or error-free basis;
6.2.4. The results that may be obtained from the Use of the Website and Services will be accurate or reliable; or
6.2.5. The Website and Services will be free from interruption, defect, delay in operation, technical inaccuracies, viruses or other harmful code.
6.3. Disclaimer. Except as expressly set forth above, Hatio provides Website "as is" and expressly disclaim all warranties, conditions or other terms, whether express, implied or statutory, including without limitation, warranties, conditions or other terms regarding merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement.
6.4. Any material downloaded or otherwise obtained through the Use of the Services is done at Your own discretion and risk and that You will be solely responsible for any damage to Your computer system or other device or loss of data that results from the download of any such material.
6.5. Hatio further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability and fitness.
7.1. In no event will Hatio be liable for the following, regardless of the theory of liability or whether arising out of the Use or inability to Use the Website or otherwise, even if a party been advised of the possibility of such damages: (i) indirect, incidental, exemplary, special or consequential damages; (ii) loss or corruption of data or interrupted or loss of business; or (iii) loss of revenue, profits, goodwill or anticipated sales or savings.
7.2. All liability of Hatio, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to You, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed the Fees paid by You to Hatio for the Services that gave rise to the claim.
7.3. This limitation of liability for Hatio is cumulative and not per incident. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.
7.4. You shall not make any claim or hold Hatio liable by reason of or on account of Hatio having acted or refused to act on any Instructions or Hatio having acted wrongly or mistakenly or of Hatio's failure to act wholly or in part in accordance with your Instructions.
7.5. For the purpose of this T&C, "Instructions" shall mean any instructions or communications for any purpose (including but not limited to the instructions / communications pertaining to the operation of all your accounts or to any other facilities or services that may be provided by Hatio from time to time) which may from time to time be or purport to be given by telephone, facsimile, untested telexes and faxes, telegraphs, cable or any other form of electronic communication by You (including such instructions / communications as may be or purported to be given by those authorised to operate your account(s) with You).
7.6. Furthermore, Hatio shall not be liable to You or any third party for, and that You shall indemnify Hatio and keep Hatio indemnified from and against all claims either by You or any other actions, demands, liabilities, costs, charges, damages, losses, expenses and consequences of whatever nature (including legal fees on a full indemnity basis) and howsoever arising, which may be brought or preferred against Hatio or that which Hatio may suffer, incur or sustain by reason of or on account of Hatio having so acted whether wrongly or mistakenly or not, or of Hatio failing to act wholly or in part in accordance with the Instructions and the terms of this T&C.
8.1. You agree that Hatio shall not be liable for any claims or damages arising on You from Your Use of the Website. You further agree to indemnify and hold Hatio harmless from any claims for losses, costs, damages or liability arising out of or in connection with the Use of the Website and connected Services offered by Hatio.
9.1. If and to the extent that Hatio's performance of any of its obligations under this T&C is delayed or hindered due to fire, flood, earthquake and other similar elements of nature, an act of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, an epidemic, pandemic, government orders pertaining to a lockdown or otherwise, or any other similar cause beyond the reasonable control of Hatio (each, a "Force Majeure Event"), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then Hatio will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues.
10.1. This T&C shall be governed by and construed in accordance with the laws of Republic of India.
10.2. All Disputes arising out of or in connection with this Agreement shall be resolved exclusively by binding arbitration conducted in accordance with the Arbitration Centre – Karnataka (Domestic and International) Rules, 2012. The seat and venue of the arbitration shall be Bangalore, Karnataka. The arbitration shall be conducted in the English language. The arbitration award shall be final and binding on the parties.
10.3. Subject to this arbitration section provided above, the jurisdictional courts in Cochin, Kerala will have exclusive jurisdiction for any dispute or other case or matter arising out of or relating to this T&C.
11.1. Severability. If any provision of this T&C conflicts with the applicable laws under which this T&C is to be construed or if any provision of this T&C is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, that provision shall be deemed to be restated to reflect as nearly as possible the original intentions of Hatio in accordance with applicable law. The remaining provisions of this T&C and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected, and each of those provisions shall be valid and enforceable to the fullest extent permitted by law.
11.2. Non exclusivity. You acknowledge that this is not an exclusive agreement and that Hatio reserves the right to continue to provide similar services to other users.
11.3. Waivers. The failure of either Hatio or You to exercise any right under this T&C shall not be construed as a waiver to any extent of that party's right to assert or rely upon any provision of this T&C or right in that or any other instance. A delay or omission by either party to exercise any right or power under this T&C shall not be construed to be a waiver of that right or power. For any waiver to be effective, it must be in writing and signed by the party waiving such right.
11.4. Entire Agreement. This T&C and its Annexures constitute the entire agreement between the parties with regard to the subject matter of this relationship and supersedes any and all prior agreements, understandings, representations, negotiations or communications, written or oral, regarding the subject matter of this T&C.
11.5. Force Majeure. If and to the extent that a party's performance of any of its obligations under this T&C, is delayed or hindered due to fire, flood, earthquake and other similar elements of nature, an act of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, an epidemic, pandemic, government orders pertaining to a lockdown or otherwise, or any other similar cause beyond the reasonable control of such party (each, a "Force Majeure Event"), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay.
11.6. Rights of Third Parties. To the extent permitted by the applicable law and except where expressly stated herein, this T&C does not give to any person or entity who is not a party to this T&C any rights to enforce any provisions contained herein and the parties may vary any term of this Agreement without obtaining the consent of any third parties.
11.7. Assignment. You shall not assign any rights or obligations hereunder without the prior written consent of Hatio. Any assignment or attempted assignment contrary to this Section shall be null and void. This T&C shall be binding upon the successors, legal representatives and permitted assigns of the parties.
Hatio Payouts ("Payouts") allows you to make money transfers to your beneficiaries towards use cases such as cashbacks, salary disbursement, vendor payments, refunds or other purposes which are legally permitted and within the transaction limits enforced by various laws and policies.
Money Transfers are possible using:
a. Product website https://payouts.hatio.tech or any other website(s) under the Hatio suite of products.
b. Application Programming Interface ("API") which allow programmatic access to the services offered by Hatio.