Merchant Terms & Conditions

1. Contracting Parties

These terms and conditions ("Merchant Terms & Conditions") constitute a legally binding agreement between (a) Revcommerce Tech Platform Private Limited and/or its affiliates ("ReferRush"); and (b) you (the "Merchant"), regarding the Merchant's use of the Service.

ReferRush and the Merchant may hereinafter individually be referred to as a "Party" and collectively as the "Parties".

2. Definitions and Interpretation

Definitions

Except where the context otherwise requires, (a) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (b) the following words and expressions shall have the following meanings:

• "Business Day" means any day (excluding Saturdays and Sundays) on which banks are generally open in Bengaluru, India for the transaction of normal banking business.
• "Conversion" means an e-commerce sale or transaction concluded between the Merchant and a Customer, attributable to a Referrer's participation in the Referral Program.
• "Conversion Fee" means the sum payable by the Merchant to ReferRush or its designated agent for each Conversion.
• "Customer" means a customer of the Merchant.
• "GST Law" means the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, and any applicable State or Union Territory Goods and Services Tax Acts, along with any rules, notifications, and amendments issued under these Acts.
• "Merchant Content" means all text, images, logos, trademarks, data, and other information hosted, displayed, uploaded, modified, published, transmitted, stored, updated, or shared by the Merchant through the Service.
• "Merchant Marks" means the trademarks, service marks, trade names, service names, brand names, logos, corporate names, and other distinct brand identifiers owned or licensed by the Merchant.
• "Payout Fee" means the sum payable by the Merchant to ReferRush for each Referral Payout.
• "Referral Payout" means the monetary fee, incentive, or reward payable by the Merchant to a Referrer upon a Conversion.
• "Referral Reward" means the non-monetary reward that the Merchant agrees to provide to a Referrer upon a Conversion.
• "Referral Program" means the referral marketing program offered by the Merchant to Customers, enabling them to refer other Customer(s) to the Merchant in exchange for a Referral Payout and/or Referral Reward.
• "Referrer" means a Customer who participates in the Referral Program.
• "ReferRush Dashboard" means the web or app-based administrative interface and analytics portal which may be provided by ReferRush or a third-party as part of the Service, through which the Merchant may (a) manage the Referral Program; (b) access data regarding Referrers and Conversions; and (c) fund, manage, and authorize Referral Payouts, Referral Rewards and Service Fees.
• "Service" means the proprietary software-as-a-service system owned, operated, and maintained by ReferRush (including all code, software, APIs, tracking mechanisms, and interfaces) enabling (a) the Merchant to offer its Customers the ability to participate in a Referral Program, make Referral Payouts and/or award Referral Rewards; and (b) Referrers to refer Customers, receive Referral Payouts and/or receive Referral Rewards.
• "Service Fees" means the (a) Conversion Fee; (b) Subscription Fee; (c) Payout Fee.
• "Subscription Fee" means a one-time or recurring sum payable by the Merchant to ReferRush or its designated agent, for the Merchant's use of the Service.

Interpretation

The rules of interpretation set out below shall apply to these Merchant Terms & Conditions, unless the context thereof requires otherwise or as is expressly specified otherwise:

• The headings and titles herein are used for reference only and shall not affect the construction of these Merchant Terms & Conditions.
• Words of one gender are deemed to include those of the other gender.
• Words using the singular or plural number also include the plural or singular number, respectively.
• The terms "hereof", "herein", "hereby", "hereto" and derivative or similar words refer to the entirety of these Merchant Terms & Conditions or specified Clauses of these Merchant Terms & Conditions, as the case may be.
• The term "Clause" refers to the specified Clause of these Merchant Terms & Conditions.
• Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision.
• Reference to the word "include" or "including" shall be construed without limitation.
• The schedules and annexures shall constitute an integral part of these Merchant Terms & Conditions.
• Any word or phrase defined in the body of these Merchant Terms & Conditions shall have the meaning assigned to it in such definition throughout these Merchant Terms & Conditions, unless the contrary is expressly stated or the contrary clearly appears from the context.
• When any number of days is prescribed in these Merchant Terms & Conditions, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day does not fall on a Business Day, in which case the last day shall be the next succeeding day which is a Business Day.
• Any requirement for any notice, intimation, or any other communication under these Merchant Terms & Conditions to be 'in writing' by (a) ReferRush shall be deemed to be complied with if such notice, intimation, or other such communication is sent electronically by ReferRush to the Merchant, including through the Merchant's ReferRush Dashboard or to the Merchant's registered email; or (b) the Merchant shall be deemed to be complied with if such notice, intimation, or other such communication is sent electronically by the Merchant to support@referrush.com.
• If any provision in Clause 2 is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of these Merchant Terms & Conditions.

3. Scope of Service

Grant of License

ReferRush grants the Merchant a limited, non-exclusive, non-transferable, and revocable license to access and utilize the Service solely for the purpose of managing and executing the Merchant's own Referral Program in accordance with these Merchant Terms & Conditions.

Principal-to-Principal Merchant - Referrer Relationship

The relationship between the Merchant and each Referrer concerning Referral Payouts and/or Referral Rewards is strictly that of principal contracting with another principal. A Referral Payout constitutes a financial arrangement executed directly between the Merchant and each Referrer. Likewise, a Referral Reward constitutes a contract for referral incentives executed directly between the Merchant and each Referrer.

ReferRush is not a party to, and expressly disclaims any responsibility for, any agreement, representation, dispute, dissatisfaction, or claim between the Merchant and any Referrer. All disputes relating to eligibility, earnings, reversals, clawbacks, non-payment of Referral Payouts or non-delivery of Referral Rewards shall be resolved solely between the Merchant and the Referrer.

Merchant's Role and Legal Obligations

The Merchant is solely responsible and liable for:

• Setting terms and conditions for its Referral Program(s) and communicating the same to (a) participating Customers in a legally binding, fair, and transparent manner; and (b) ReferRush for the provision of the Service, which must not contradict any of the provisions of these Merchants Terms & Conditions or the Referrer Terms & Conditions and include, at minimum, each of the following:
  • Eligibility criteria for Customers to participate as Referrers.
  • Conditions for Referrers to earn Referral Payouts and/or Referral Rewards.
  • Quantum of Referral Payout payable for each Conversion.
  • Nature, quality and quantity of Referral Rewards awardable upon each Conversion.
  • A fair and reasonable grievance redressal mechanism for the Merchant to redress Referrer Grievances.
• Payment of Referral Payouts/award of Referral Rewards to Referrers (a) as per the terms and conditions of its Referral Program; and (b) subject to deductions as may be required under applicable law.
• Compliance with (a) the Income-tax Act, 1961 (including tax withholding requirements); and (b) applicable GST Law, vis-à-vis Referral Payouts and/or Referral Rewards.
• Ensuring that the Referral Program does not violate applicable anti-money laundering (AML) and counter-financing of terrorism (CFT) laws and/or is not used to facilitate the movement of illicit funds.

For the purpose of the Merchant's compliance with Clause 3.4.1, the Merchant may consider referring to template terms and conditions ("Template Referrer T&Cs") prepared by our legal counsel, JSA, Advocates & Solicitors ("JSA"), as indicative guidance for the form and level of detail of terms and conditions required to be disclosed to Referrers. Notwithstanding anything to the contrary contained in these Merchant Terms & Conditions or elsewhere:

• The Template Referrer T&Cs provided above is for general informational purposes only and does not constitute legal advice. The content of the Template Referrer T&Cs may not reflect the most current legal developments, and it may not be applicable to the Merchant's specific business model, jurisdiction, or legal needs.
• Usage of the Template Referrer T&Cs or the information contained on any referrush.com or jsalaw.com domain does not create an attorney-client relationship between you and ReferRush or JSA.
• ReferRush and JSA each disclaim all and any liability for actions the Merchant takes or fails to take based on any content in the Template Referrer T&Cs. The materials are provided "as is" without warranty of any kind, either express or implied.
• The Merchant should not use the Template Referrer T&Cs as a substitute for distinct legal advice. ReferRush and JSA each strongly recommend that the Merchant contact a qualified attorney in the Merchant's relevant jurisdiction to review and customize the Template Referrer T&Cs to ensure that it complies with local laws and adequately protects the Merchant's specific business and legal interests.
• The Merchant agrees that there has been no advertisement, personal communication, solicitation, invitation, or inducement of any sort whatsoever from ReferRush or JSA or any of their respective members to solicit any work from JSA.

The Merchant shall ensure, at its sole cost and responsibility, that its Referral Program(s), Merchant Content, and all activities conducted utilizing the Service comply with all applicable laws, statutes, and regulations in India, including, but not limited to, the Income-tax Act, 1961, GST Law, the Consumer Protection Act, 2019, the Consumer Protection (E-Commerce) Rules, 2020, the Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022, the Guidelines for Prevention and Regulation of Dark Patterns, 2023, and the Digital Personal Data Protection Act, 2023.

The Merchant agrees and undertakes to deposit tax deducted at source ("TDS") on Referral Payouts and/or Referral Rewards as an e-commerce operator as per Section 194-O of the Income-tax Act, 1961 and, accordingly, no such liability or responsibility shall fall on ReferRush to do so.

The Merchant shall ensure that no Merchant Content violates any applicable laws or otherwise:

• Belongs to another person, if the Merchant does not have the right to host, display, upload, modify, publish, transmit, store, update, or share such third-party information through the Service.
• Is obscene, pornographic, paedophilic, invasive of another's privacy including bodily privacy, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or an online game that causes user harm, or promotes enmity between different groups on the grounds of religion or caste with the intent to incite violence.
• Is harmful to children.
• Infringes any patent, trademark, copyright, or other proprietary rights.
• Deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any misinformation or information which is patently false and untrue or misleading in nature or, in respect of any business of the Central Government, is identified as fake or false or misleading by a fact check unit of the Central Government.
• Impersonates another person.
• Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence, or prevents investigation of any offence, or is insulting other nation.
• Contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource.
• Is in the nature of an online game that is not verified as a permissible online game.
• Is in the nature of advertisement or surrogate advertisement or promotion of an online game that is not a permissible online game, or of any online gaming intermediary offering such an online game.

The Merchant shall ensure that all Referrers consent to ReferRush's Referrer Terms & Conditions prior to participating in a Referral Program.

Conversion Data

The Merchant acknowledges that ReferRush calculates Service Fees and facilitates Referral Payouts and/or Referral Rewards strictly based on the transaction data, sale confirmations, and rejection reports transmitted by the Merchant to ReferRush through the Service ("Conversion Data"). The Merchant represents, warrants, and undertakes that all Conversion Data provided to ReferRush shall be true, accurate, complete, and provided in real-time (no later than 1 Business Day).

ReferRush is entitled to rely solely and unconditionally on the Conversion Data provided by the Merchant. ReferRush shall have no obligation to independently verify the authenticity or accuracy of any Conversion reported by the Merchant.

Any refunds, chargebacks, cancellations, returns, or reversals occurring after a Conversion shall not affect the validity of Service Fees already charged or Referral Payouts and/or Referral Rewards already processed based on Conversion Data supplied by the Merchant. All such post-Conversion events shall be the sole responsibility of the Merchant.

The Merchant acknowledges that it shall have the sole responsibility to monitor and validate Conversions. The Merchant shall remain solely liable for any Referral Payouts and/or Referral Rewards made or Service Fees incurred as a result of erroneous, duplicate, non-compliant or fraudulent Conversion Data transmitted by it through the Service. ReferRush shall not be liable to refund any Service Fees or recover any Referral Payouts and/or Referral Rewards disbursed/delivered to Referrers due to the Merchant's failure to accurately validate or report Conversions. The Merchant acknowledges and agrees that all financial risk arising from such activity shall be borne solely by the Merchant, and ReferRush shall have no obligation to disburse, re-disburse, or compensate any party for such invalidated activity.

ReferRush shall have the unilateral right, at its sole discretion, to detect, investigate, flag, suspend, withhold, reverse, cancel, or invalidate any Referral Payout and/or Referral Reward, Conversion, or Referral Program activity that ReferRush reasonably believes involves fraud, self-referrals, circular referrals, coupon abuse, artificial inflation, misuse of links, misleading incentives, or other abusive or manipulative conduct.

ReferRush's Role

ReferRush's function is strictly limited to (a) that of a technology service provider for the Merchant in relation to the Service; and (b) duly appointed agent of the Merchant and each Referrer for collection and remittance of Referral Payouts from the Merchant and onwards to Referrers.

For the purposes of the Service:

• ReferRush is not a broker, seller, or reseller of the Merchant.
• ReferRush does not manufacture, sell, or own any of the goods or services provided by the Merchant to Customers.
• ReferRush does not use Referral Payouts paid to it by the Merchant for its own corporate interests.
• ReferRush collects the Referral Payout liable to be paid by the Merchant to a Referrer, and the same is entirely remitted to the Referrer upon the Merchant confirming a corresponding Conversion to ReferRush.
• Till disbursement to the Referrer, ReferRush holds Referral Payouts collected from the Merchant in a fiduciary capacity and has no beneficial ownership over the same.
• ReferRush may utilise third-parties for the purpose of collection and disbursements of Referral Payouts.
• In order to assist the Merchant with compliance with the Merchant's obligations under Section 194-O of the Income-tax Act, 1961, ReferRush may (a) collect and share with the Merchant, Referrers' Permanent Account Numbers (PANs) issued by the Income Tax Department; and (b) calculate and share with the Merchant, the Merchant's TDS liability on each Referral Payout and/or Referral Reward, based on information available with ReferRush pursuant to the Service – each as per policies and procedures mutually agreeable between the Merchant and ReferRush.

Nothing in Clause 3.17 shall imply any liability or responsibility on ReferRush to make TDS deposits on Referral Payouts and/or Referral Rewards, which shall at all times be the sole responsibility and liability of the Merchant, notwithstanding any failure of ReferRush to fulfil its responsibilities hereunder.

The Merchant acknowledges that in order to disburse a Referral Payout, ReferRush requires accurate and authentic bank account details from Referrers.

Accrued but unpaid/undelivered Referral Payouts and Referral Rewards shall expire within a period as may be set in the ReferRush Dashboard, but in no case exceeding 3 months from the date of a Conversion. After a Referral Payout has been received by ReferRush from the Merchant, if such Referral Payout remains unclaimed by a Referrer or if it is not otherwise feasible for ReferRush to disburse a Referral Payout for a period as may be set in the ReferRush Dashboard, but in no case exceeding 3 months from the date of a Conversion, ReferRush shall refund the Referral Payout to the Merchant.

Upon the refund of a Referral Payout pursuant to Clause 3.20, the Merchant shall assume full liability to the Referrer for the underlying Referral Payout amount and shall indemnify ReferRush against any future claims by the Referrer related to such Referral Payout.

Notwithstanding anything to the contrary contained in these Merchant Terms & Conditions or elsewhere, in no event shall ReferRush be liable to refund the Payout Fee or applicable GST associated with any Referral Payout that is unclaimed or not feasibly disbursable for no fault of ReferRush.

4. Service Fees

Quantum and Payment of Service Fees

The specific rates, billing cycle, and quantum of Service Fees shall be intimated in writing by ReferRush to the Merchant prospectively. ReferRush reserves the right to modify its Service Fees structure by intimating the Merchant in writing. Continued use of the Service following such notice shall constitute the Merchant's binding acceptance of the revised Service Fees structure.

The Merchant shall be responsible for payment of all and any Conversion Fees and/or Subscription Fees to ReferRush in a timely manner and, in any event but subject to Clause 4.1, no later than 30 days from ReferRush raising an invoice or requesting such payment in writing to the Merchant.

The Merchant shall be responsible for payment of the Payout Fee and applicable goods and services tax ("GST") to ReferRush along with the transfer of every Referral Payout and/or Referral Reward. ReferRush's obligation to facilitate any Referral Payout to a Referrer is strictly conditional upon the Merchant having pre-funded or otherwise making available in full to ReferRush the Referral Payout amount and the corresponding Payout Fee and GST. ReferRush shall have no liability to process transactions where the Merchant's account balance is insufficient to cover these amounts.

The Merchant shall transfer every Referral Payout along with corresponding Payout Fee and GST (a) directly to ReferRush; or (b) through an authorised payment aggregator empanelled by ReferRush for such purpose.

Subject to Clause 4.2, the Merchant shall transfer all applicable Conversion Fees and Subscription Fees (a) directly to ReferRush; (b) through an authorised payment aggregator empanelled by ReferRush for such purpose; or (c) to Shopify Inc. or its global or Indian affiliates or agents, in each case, as ReferRush may direct.

Pursuant to Clause 4.4 and/or Clause 4.5, the Merchant may be required by ReferRush to share its bank information and/or credit card information and/or consent to a NACH e-Mandate initiated directly or indirectly by ReferRush.

The Merchant shall pay all Service Fees and other amounts owed to ReferRush under these Merchant Terms & Conditions in full without any set-off, counterclaim, deduction, or withholding of any kind (other than any deduction or withholding of tax as strictly required by law). The Merchant acknowledges that funds pre-funded for Referral Payouts are held in a fiduciary capacity by ReferRush and cannot be used to offset the Merchant's liability for Service Fees unless explicitly authorized by ReferRush in writing.

ReferRush (or its appointed representatives) shall have the right, during normal business hours and upon providing at least 10 days' prior written notice, to audit the Merchant's relevant books, records, and systems related to the Referral Program to verify the accuracy of Conversion Data provided and Service Fees paid. If such audit reveals an underpayment of Service Fees for the audited period, the Merchant shall immediately pay the difference along with the reasonable costs incurred by ReferRush in conducting such audit.

Payment of Applicable Taxes

All Service Fees are exclusive of applicable taxes. Pursuant to Clause 4.5, if the Merchant is making payment of Conversion Fees and/or Subscription Fees (a) directly to ReferRush or its empanelled payment aggregator; or (b) an Indian affiliate or agent of Shopify Inc., such Conversion Fees and/or Subscription Fees (as the case may be) shall also be subject to GST payable by the Merchant to the recipient of such payment. On the other hand, pursuant to Clause 4.5, if the Merchant is making payment of Conversion Fees and/or Subscription Fees to Shopify Inc. or its affiliate or agent outside India, the Merchant shall be liable to make payment of GST through the Reverse Charge Mechanism under GST Law.

Time is of the essence regarding payment obligations. Failure to settle any Service Fees may result in one or more of the following, at ReferRush's sole discretion:

• Immediate suspension of access to the ReferRush Dashboard and the Service.
• Termination of these Merchant Terms & Conditions.
• The accrual of interest on overdue amounts at the maximum rate permitted by law or 18% per annum, calculated daily from the due date until the date of actual payment.

5. Intellectual Property Rights

ReferRush Intellectual Property

The Merchant acknowledges and agrees that ReferRush is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Service and the ReferRush Dashboard. This ownership encompasses, without limitation, each of the following ("ReferRush IP"):

• All underlying software, source code, object code, APIs, and tracking mechanisms.
• All algorithms, methodologies, internal processes, logic, design, and technical content.
• All improvements, modifications, enhancements, and derivative works thereof.

Nothing in these Merchant Terms & Conditions operate to transfer any ReferRush IP from ReferRush to the Merchant. The Merchant receives only the limited usage license explicitly granted in Clause 3.1.

Merchant Intellectual Property

As between the Parties, the Merchant retains all right, title, and interest in and to the Merchant Marks and Merchant Content. ReferRush acknowledges that it acquires no ownership interest in the Merchant Content, except for the limited license rights granted in Clause 5.4

The Merchant hereby grants to ReferRush a limited, non-exclusive, royalty-free, and worldwide license to host, copy, display, modify (solely for formatting purposes), and use the Merchant Content and Merchant Marks. This license is granted solely to the extent necessary for ReferRush to:

• Provide the Service to the Merchant.
• Operate and manage the Referral Program via the ReferRush Dashboard in accordance with these Merchant Terms & Conditions.

The Merchant shall not, and shall not authorize or permit any third party to, directly or indirectly:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, underlying structure, ideas, know-how, or algorithms relevant to the Service or any software, documentation, or data related to the Service.
• Modify, translate, or create derivative works based on the Service or any ReferRush IP.
• Access the Service in order to build a competitive product or service, or to build a product using similar ideas, features, functions, or graphics of the Service.
• Attempt to bypass, breach, or disable any security device, copy control, or digital rights management mechanism used by the Service.

Notwithstanding the limitations in Clause 5.4, ReferRush may identify the Merchant as a customer of ReferRush and use the Merchant's name and Merchant Marks in ReferRush's marketing materials, website, pitch decks, and client lists. Any other public announcement or press release regarding these Merchant Terms & Conditions shall require the Merchant's prior written consent.

If the Merchant provides any suggestions, feature requests, or feedback regarding the Service ("Feedback"), ReferRush shall be free to use, disclose, reproduce, license, distribute, and exploit such Feedback for any purpose, without any obligation, royalty, or restriction of any kind. The Merchant hereby waives any moral rights or claims of ownership in such Feedback.

6. Term and Termination

Term

These Merchant Terms & Conditions shall commence on the date the Merchant accepts these Merchant Terms & Conditions or first accesses the Service (the "Effective Date") and shall continue in full force and effect until terminated in accordance with the provisions of this Clause 6.

Termination for Convenience

Either Party may terminate these Merchant Terms & Conditions without cause by providing the other Party with at least 30 days' prior written notice.

Suspension or Immediate Termination by ReferRush

ReferRush reserves the right to immediately suspend access to the Service or terminate these Merchant Terms & Conditions, without prior notice or liability, if the Merchant commits all or any one of the following:

• Fails to pay any Service Fees or pre-fund Referral Payouts as required, and such failure continues for 3 days after notice in writing by ReferRush to the Merchant.
• Breaches any representations, warranties, undertakings, and/or covenants in these Merchant Terms & Conditions.
• Otherwise engages in, or uses the Service to facilitate, fraud, system manipulation, money laundering, or illegal activities.
• Becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

The Merchant reserves the right to immediately terminate these Merchant Terms & Conditions, without prior notice or liability, if ReferRush amends, modifies, or supplements these Merchant Terms & Conditions to the Merchant's dissatisfaction or disagreement, within 30 days of the Merchant receiving intimation of the same from ReferRush pursuant to Clause 12.6.

Effect of Termination & Post-Termination Obligations

Upon the termination or expiry of these Merchant Terms & Conditions:

• The Merchant shall immediately settle all outstanding all accrued but unpaid Services Fees, Referral Payouts and Referral Rewards. Clauses governing Service Fees (Clause 4), Intellectual Property Rights (Clause 5), Representations & Warranties (Clause 8) Indemnification (Clause 9), Limitation of Liability (Clause 10), Data Privacy & Protection (Clause 11), Governing Law and Jurisdiction (Clause 12.1), Force Majeure (Clause 12.2), and Confidentiality (Clause 12.3), shall survive the termination of these Merchant Terms & Conditions.
• All licenses and rights granted to the Merchant under these Merchant Terms & Conditions shall immediately cease, and the Merchant shall immediately discontinue all use of the Service and the ReferRush Dashboard.
• Any funds held by ReferRush for Referral Payouts that remain unclaimed or unremitted shall be held by ReferRush for such period as may be set in the ReferRush Dashboard, but in no case exceeding 3 months from the date of a Conversion, following which it shall be refunded to the Merchant in accordance with Clause 3.20.

7. Grievance Redressal & Escalation Mechanism

If the Merchant has a grievance regarding the Service or otherwise requires support from ReferRush in relation to these Merchant Terms & Conditions, the following escalation matrix shall apply:

• Level 1 (Support): The Merchant shall first raise a ticket via the ReferRush Dashboard or email support@referrush.com. ReferRush endeavours to acknowledge such tickets within 24 hours and resolve grievances/provide support within 5 Business Days.
• Level 2 (Escalation): If the grievance/request for support remains unresolved for 5 Business Days, the Merchant may escalate the matter by writing to vikram@referrush.com.

Prior to the Merchant initiating any legal proceedings under Clause 12.1, the Merchant agrees to first follow the grievance redressal and escalation mechanism in Clause 7.1 to attempt to resolve any grievances or disputes relating to the Service or otherwise in relation to these Merchant Terms & Conditions.

8. Representations & Warranties

Mutual Representations & Warranties

Each Party represents and warrants that: (a) it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction; and (b) it has the full corporate power and authority to enter into these Merchant Terms & Conditions.

Merchant Representations & Warranties

The Merchant represents, warrants, and covenants that:

• It has the full legal capacity, right, power, and authority to enter into these Merchant Terms & Conditions and to fulfil all obligations and transactions contemplated herein. The acceptance of these Merchant Terms & Conditions by the Merchant does not require any further consent, approval, or authorization from any third party or governmental authority.
• The Merchant's business, Merchant Content, and Referral Program comply with all applicable laws, including but not limited to, the Consumer Protection Act, 2019, GST Law, and Income-tax Act, 1961.
• The Merchant owns or possesses all necessary licenses to the Merchant Marks and Merchant Content. The use of such materials by ReferRush pursuant to these Merchant Terms & Conditions will not infringe the Intellectual Property Rights of any third party.
• All Conversion Data provided to ReferRush is true, accurate, and complete. The Merchant acknowledges that ReferRush relies on this data unconditionally to process Referral Payouts and Referral Rewards and charge Conversion Fees.

9. Indemnification

The Merchant shall indemnify, defend, and hold harmless ReferRush, its affiliates, directors, officers, and employees from and against any and all claims, demands, losses, damages, fines, penalties, and expenses (including reasonable attorney's fees) arising out of or related to all or any of the following:

• Any breach by the Merchant of its representations, warranties, or obligations under these Merchant Terms & Conditions.
• Any claim brought by a Referrer or third party concerning the Merchant's products, services, non-payment of rewards, or Merchant Content.
• Any violation by the Merchant of applicable laws, including, but not limited to, the Consumer Protection Act, 2019, GST Law, Income-tax Act, 1961, or the Digital Personal Data Protection Act, 2023.
• Any failure by the Merchant to deduct or deposit applicable taxes (including TDS) on Referral Payouts and/or Referral Rewards.

10. Limitation of Liability and Disclaimer of Warranty

Disclaimer of Warranty

The Service is provided on an "as is" and "as available" basis. ReferRush expressly disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. ReferRush does not warrant that the Service will be error-free, uninterrupted, or free from data inaccuracies caused by external factors.

The Service relies on third-party platforms and infrastructure, including payment processors, banks, messaging providers, cloud services, and e-commerce platforms. ReferRush disclaims all liability arising from outages, disruptions, delays, or failures attributable to such third-party services.

ReferRush shall not be liable for any delay, failure, rejection, or error in Referral Payouts arising from incorrect bank details, KYC issues, PAN mismatches, banking outages, payment aggregator failures, API downtime, or actions of third-party financial institutions.

ReferRush makes no representation or guarantee regarding affiliate participation, referral volume, Conversion rates, or earnings. Any projections or examples are illustrative only and do not constitute a promise of results.

ReferRush is a technology platform only and does not operate as a bank, payment institution, escrow provider, employer, or financial intermediary. ReferRush does not assume custody of funds beyond operational facilitation and bears no responsibility for tax compliance, income reporting, or statutory filings of Merchants or Referrers.

Exclusion of Damages

In no event shall either Party be liable to the other under these Merchant Terms & Conditions for any indirect, incidental, punitive, special, or consequential damages, including loss of profits, revenue, goodwill, data, or business interruption, even if advised of the possibility of such damages.

Limitation of Aggregate Liability

ReferRush's total aggregate liability to the Merchant arising out of or related to these Merchant Terms & Conditions, whether in contract, tort (including negligence), or otherwise, shall be strictly limited to the total Service Fees actually paid by the Merchant to ReferRush in the 12 months immediately preceding the event giving rise to the claim.

Risk Disclaimer for Fraud and System Integrity

The Merchant explicitly assumes all financial risk associated with Customer fraud, Customer/third-party system manipulation, or valid returns/cancellations affecting Conversions. ReferRush shall not be liable for losses arising from such activities.

The Service is not intended to be a data warehouse or data archiving solution. The Merchant is solely responsible for creating and maintaining its own independent backups of all Merchant Content, Conversion Data, and Payout records. ReferRush shall not be liable for any loss, corruption, or accidental deletion of data.

11. Data Privacy and Protection

Independent Data Fiduciaries

For the purposes of the Service and these Merchant Terms & Conditions, each Party shall process personal data as an independent data fiduciary/data controller. Neither Party acts as a data processor on behalf of the other. ReferRush shall independently determine the purpose and means of processing personal data within the Service and to fulfil its obligations under these Merchant Terms & Conditions.

Customer Personal Data

The Merchant acknowledges that in order to provide the Service, ReferRush will require the following personal data relating to Customers:

• Name, email address, and Indian mobile phone number.
• Bank account details, Unified Payments Interface (UPI) virtual payment address, and Permanent Account Number (PAN).
• Details of products or services purchased, order values, invoice numbers, transaction timestamps, and order status (returned/cancelled) necessary to validate a Conversion.

If unavailable with the Merchant, the Merchant agrees that ReferRush shall seek the personal data discussed in Clause 11.2 directly from Customers.

Prior to sharing any personal data relating to a Customer with ReferRush, the Merchant shall have obtained free, specific, informed, unconditional, and unambiguous consent from the relevant data principals/data subjects for ReferRush to collect and process their personal data for the following purposes:

• To track and attribute referrals to specific Referrers, verify eligible Conversions, and maintain the ReferRush Dashboard.
• To facilitate the calculation and remittance of Referral Payouts directly to Referrers on behalf of the Merchant.
• To comply with applicable laws, including Know Your Customer (KYC) requirements, anti-money laundering obligations, and the calculation of Tax Deducted at Source (TDS) under the Income-tax Act, 1961.
• To detect, investigate, and prevent fraudulent referrals, system manipulation, duplicate transactions, or security incidents.
• To resolve grievances raised by Customers, including regarding non-payment of incentives or tracking errors.
• To send promotional communications, referral invitations, and program updates to Customers on behalf of ReferRush and/or the Merchant; to analyse the effectiveness of the Referral Program; and to conduct market research and consumer behaviour analysis related to the Service.
• To use anonymized or aggregated data to analyse usage trends, improve ReferRush algorithms, and enhance the overall functionality of the Service.

Merchant Personnel Personal Data

The Merchant acknowledges that in order to provide the Service, ReferRush will require the following personal data relating to its personnel using the Service and/or ReferRush Dashboard, otherwise engaging with ReferRush:

• Name, employee identification number, job title, and department.
• Business email address, business telephone number, and office address.
• Login credentials (excluding raw passwords), user IDs, access logs, Internet Protocol (IP) address, and device identification data used to access the ReferRush Dashboard.

Prior to sharing any personal data relating to Merchant personnel with ReferRush, the Merchant shall have obtained free, specific, informed, unconditional, and unambiguous consent from the relevant data principals/data subjects for ReferRush to collect and process their personal data for the following purposes:

• To create and manage user accounts, authenticate the identity of authorized users logging into the Service, and manage role-based access controls.
• To send service-related notifications, technical alerts, billing invoices, and updates regarding changes to the Service or these Merchant Terms & Conditions.
• To provide technical support, respond to queries raised by the Merchant's personnel, and provide onboarding or training resources.
• To monitor system access for security purposes, detect unauthorized login attempts, and maintain audit logs of actions taken within the ReferRush Dashboard.
• To maintain records of authorized signatories and decision-makers for the purposes of contract enforcement and dispute resolution.

The Merchant acknowledges and undertakes to inform the relevant data principals/data subjects that:

• They may exercise their rights under the Digital Personal Data Protection Act, 2023 vis-à-vis ReferRush (including, but not limited to, withdrawing consent to the processing of their personal data by ReferRush) by writing to ReferRush's data protection officer at vikram@referrush.com or visiting ReferRush's website at https://www.referrush.com/privacy-policy.
• They may write to ReferRush's data protection officer at vikram@referrush.com if they have any questions regarding ReferRush's data processing activities.

12. General Provisions

Governing Law and Jurisdiction

These Merchant Terms & Conditions shall be governed by and construed in accordance with the laws of the Republic of India. Courts at Bengaluru, Karnataka shall have exclusive jurisdiction over any legal action or proceeding arising out of or related to these Merchant Terms & Conditions.

Force Majeure

Neither Party shall be liable for any failure or delay in performance (excluding payment obligations) directly attributable to events beyond its reasonable control, including acts of God, war, pandemics, or civil disturbance. The affected Party must notify the other within 2 calendar days of such event.

Confidentiality

Each Party agrees to maintain the confidentiality of all proprietary, technical, and financial information received from the other Party ("Confidential Information"). Neither Party shall disclose Confidential Information to any third party without the prior written consent of the disclosing Party, except as required by law.

The Merchant expressly authorizes the sharing of business, transaction, customer, referral, payout, and performance data with ReferRush without the requirement of any separate non-disclosure agreement. Such data shall be deemed Confidential Information but may be used by ReferRush for operating the Service, compliance, analytics, benchmarking, internal optimization, fraud detection, and anonymized or aggregated reporting. The Merchant irrevocably waives any claim arising from such permitted use.

Modification

ReferRush reserves the right to modify, update, enhance, suspend, or discontinue any feature, functionality, or aspect of the Service at any time, with or without prior notice to the Merchant. ReferRush shall not be liable to the Merchant or any third party for any modification, suspension, or discontinuance of the Service.

Amendment of Terms

ReferRush may amend, modify, or supplement these Merchant Terms & Conditions (including the Service Fees structure) at any time. ReferRush shall intimate the Merchant of such amendments electronically, either through the ReferRush Dashboard or via the Merchant's registered email address:

• Such amendments shall become effective immediately upon such intimation or on the date specified in the notice.
• The Merchant's continued access to or use of the Service following the intimation of any such amendments shall constitute the Merchant's conclusive and binding acceptance of the amended terms. If the Merchant does not agree to the amended terms, the Merchant's sole and exclusive remedy is to terminate these Merchant Terms & Conditions in accordance with Clause 6.4 and discontinue use of the Service.

Non-Solicitation

During the term of engagement between ReferRush and the Merchant, and for a period of 12 months thereafter, the Merchant shall not, directly or indirectly, solicit, induce, recruit, or encourage any of ReferRush's employees, consultants, or contractors to terminate their relationship with ReferRush or to work for the Merchant or any other entity. General advertisements for employment not specifically targeted at ReferRush personnel shall not be considered a violation of this Clause 12.7.

Equitable Relief

The Merchant acknowledges that a breach of these Merchant Terms & Conditions would cause ReferRush irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law, ReferRush shall be entitled to seek immediate injunctive or other equitable relief to prevent such breach or threatened breach, without the necessity of posting a bond or proving actual damages.

Assignment

The Merchant shall not assign or transfer any of its rights or obligations under these Merchant Terms & Conditions, in whole or in part, without the prior written consent of ReferRush. ReferRush may assign these Merchant Terms & Conditions to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

Severability

If any provision of these Merchant Terms & Conditions is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Waiver

No failure or delay by ReferRush in exercising any right, power, or remedy under these Merchant Terms & Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.

Entire Agreement

These Merchant Terms & Conditions (including any schedules or annexures incorporated by reference) constitute the entire agreement and understanding between the Parties regarding the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether written or oral, unless specified otherwise in writing.