Terms & Conditions

CLEAR STRATEGIC SOLUTIONS PAYMENT SERVICES PROVIDER L.L.C (hereinafter referred to as “Clear Pay” or “We”) owns and operates a payment collection, fund transfer, and merchant acquiring platform. Clear Pay is the sole and exclusive owner of this proprietary software, which offers several modes of payment, including but not limited to net banking facilities, processing of payments through debit or credit cards, use of prepaid instruments issued by third-party service providers, and other payment modes as may be determined by Clear Pay from time to time, as well as disbursements (payouts) from a prepaid fund or from the merchant’s bank account (hereinafter referred to as the “Software”).

Clear Pay is engaged in the business of licensing the Software to customers and/or integrating the Software onto the customer’s systems and servers on a white-label basis, enabling the customer to offer a unified payment collection system to its merchants and customers.

Clear Pay grants to the Customer a limited, non-assignable, and non-transferable license to use the Software during the term of the Agreement for the purposes contemplated in the Agreement, within the mutually agreed-upon territory.

The Customer acknowledges that Clear Pay shall, at all times, be the owner of the payment collection platform and that the Customer shall have the limited right to use the Customer Branded Platform during the term of this Agreement, provided it complies with the terms and conditions specified herein.

The Customer further agrees that it shall be primarily responsible for providing Level 1 (L1) support to merchants. During the term of this Agreement, the Customer shall offer payment collection services to its merchants and customers within the Territory. Clear Pay shall be responsible for the day-to-day management, upkeep, updating, and maintenance of the payment collection services.

Clear Pay reserves the right to provide the Software and offer similar services to any third party, including competitors of the Customer.

INTELLECTUAL PROPERTY RIGHTS, OBLIGATIONS, AND CONDITIONS FOR LICENCE

The Customer acknowledges that all intellectual property rights associated with the Software and/or Customer Branded Platform, whether prior to or after the execution of this Agreement, shall remain vested in Clear Pay. In the event any such rights accrue to the Customer by operation of law or otherwise, the Customer irrevocably assigns all such rights to Clear Pay on an absolute, perpetual, worldwide basis without additional consideration.

The Customer agrees not to claim any ownership of the intellectual property rights associated with the Software and/or Customer Branded Platform. The Customer shall use the Customer Branded Platform only during the term and strictly in accordance with the terms and conditions of this Agreement.

The Customer shall not use the Customer Branded Platform in any manner that may denigrate, dilute, or diminish the value of the Software and/or Customer Branded Platform or endanger Clear Pay’s proprietary interest.

The Customer shall provide updates related to the use of the Customer Branded Platform every three months or as otherwise mutually agreed upon.

To ensure compliance with the terms of this Agreement, the Customer shall provide Clear Pay with reasonable information upon request.

Neither the Customer nor any third party claiming under it shall challenge the validity of the Software or Customer Branded Platform or Clear Pay’s ownership thereof.

NOTIFICATION OF INFRINGEMENTS

The Customer shall promptly notify Clear Pay of any actual or suspected infringement of intellectual property rights in relation to the Software and/or Customer Branded Platform. The Customer shall take reasonable action as requested by Clear Pay to address such infringements.

OBLIGATIONS OF THE CUSTOMER

The Customer shall not sell or sublicense the Customer Branded Platform to any third party and shall not copy the source code of the Customer Branded Platform. Non-compliance with this clause shall result in a penalty of INR 5 crores and the termination of this Agreement.

The Customer is solely responsible for the acts and omissions of its merchants and for any illegal activities such as money laundering or dealing in prohibited goods. Clear Pay shall not be liable for any such activities.

The Customer shall obtain all necessary licenses and permissions for integrating the Software onto its server and for operating the Customer Branded Platform. The Customer shall indemnify Clear Pay for any non-compliance.

The Customer shall bear all relevant taxes related to the use of the Customer Branded Platform.

CONSIDERATION – PAYMENT OF FEE

As consideration for the rights granted under this Agreement, the Customer shall pay Clear Pay the agreed fees. In the event of non-payment, Clear Pay may suspend the services.

INDEMNITY

The Customer shall indemnify Clear Pay against any liabilities, costs, claims, expenses, or third-party claims arising from the Customer’s use of the Customer Branded Platform or breach of the terms of service.

DISCLAIMER OF WARRANTY

Clear Pay disclaims all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Clear Pay does not guarantee uninterrupted or error-free access to the Customer Branded Platform.

CONFIDENTIALITY

Both parties shall keep confidential any information related to the business or affairs of the other party. This obligation shall not apply to publicly available information, information known prior to disclosure, information obtained lawfully from a third party, or information required to be disclosed by law.