Doop Me Doop Me 9876157144, 9815229979 doopmecare@gmail.com
 
                                TERMS AND CONDITIONS FOR APPOINTMENT AS RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS
 
 
These terms and conditions (Terms and Conditions) shall apply to and govern the commercial arrangement between DOOPME. (herein after referred as 'DOOPME') and the 
 
RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS. These Terms and Conditions and any attachments hereto represent the entire agreement between DOOPME and the 
 
RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and no changes to the same are binding unless they are in writing and intimated by the authorized representative of 
 
DOOPME
 
DOOPME is a digital financial facilitation service provider, a company incorporated under the Companies Act, 2013 and having its registered office at No-7, GT Road, 
 
Chheharta, Amritsar, Punjab - 143105 (hereinafter referred to as the Company/DOOPME which expression shall unless repugnant to the context or meaning thereof mean and 
 
include its successors and permitted assigns)
 
 
                                                OPERATION OF THE RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS
 
 
During the Term, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall render the services of DOOPME, by and through such of its officers, employees, agents, 
 
representatives and affiliates as it shall designate, from time to time. Notwithstanding anything contrary contained in these Terms and Conditions, DOOPME shall have 
 
the right at any time, to modify, alter and amend the lists of Services, including the manner, procedure, process in which the Retailer/Distributor/Star Distributor 
 
will be required to perform the Services and the Retailer/Distributor/Star Distributor shall be bound by all such modifications, alterations and amendments made by 
 
DOOPME.
 
RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall only market, distribute sell or promote such DOOPME Services as are permitted expressly by DOOPME. The 
 
RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not automatically have the right to market, sell, distribute, or promote any product or service that may be 
 
provided by other retail outlets, whether in the present or in the future. In the event of any addition to the Services, DOOPME may, at its sole discretion, intimate 
 
the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS that the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is entitled to sell, market, distribute and promote 
 
such product or service. DOOPME shall also have the right to direct the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS to discontinue providing any of the DOOPME 
 
Services at the Retail Outlet without assigning any reason whatsoever
 
 
1.3 DOOPME shall specify to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS, the necessary infrastructure and equipment including but not limited to computer 
 
terminals, peripherals attachments, internet and broadband connectivity, mobile device and/or any such device with GPRS connectivity, HTML enabled, which is compatible 
 
enough to run DOOPME Software/Services etc, for effectively providing the DOOPME Services, which the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall acquire at 
 
its sole expense. In case of the MPOS Application, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be entitled to install the DOOPME Software on that 
 
particular mobile device and/or any such other device, which is proposed to be registered with DOOPME for availing DOOPME Services, and no other mobile/device of the 
 
RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall have such Software installed unless registered under the terms and conditions of this Agreement. Further, the 
 
RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall prominently display the DOOPME signage, signboards, logos, etc at a prominent place in the Retail Outlet, 
 
strictly in accordance with the directions issued by DOOPME in this regard.
 
1.4 Upon satisfactory installation and operation of the necessary equipment and peripherals, DOOPME shall, subject to these Terms and Conditions, install the necessary 
 
software and other DOOPME Intellectual Property to enable the provision of the Services. All Services shall be provided solely through the portal of DOOPME or are 
 
recorded therein and no offline transactions are permitted and/or no such fake/false receipts should be issued by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS 
 
for the willful fraud transaction done by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS which are not transacted through DOOPME Software/portal. However, if 
 
any RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is found and/or discovered doing any such malicious/wrong/willful/fraudulent acts and/or offline transactions, it 
 
shall be liable and charged for such civil/penal and criminal acts by and under but not limited to the Indian Penal Code 1860 and Criminal Procedure Code 1973.
 
1.5 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall obtain all necessary license(s), permits and approvals for selling, distributing, marketing and 
 
promoting the Services from the Retail Outlet and shall bear all costs and incidental expenses incurred in this regard, including without limitation all fees for 
 
application, license fees, charges and taxes.
 
1.6 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall keep the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS Outlet open for business during normal 
 
business hours, or as permitted by law or such other time period as DOOPME may specify from time to time.
 
1.7 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall ensure that the Retail Outlet is utilized for the purpose of rendering the Services in accordance with 
 
these Terms and Conditions. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall further ensure that and shall not cause or permit (a) any material that may not 
 
be made available to the public under applicable law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libellous, offensive, 
 
derogatory, threatening, harassing, abusive or violent content, to be made available in the Retail Outlet or (b) any activities that are proscribed under law or 
 
reasonably considered to be immoral or against public interest.
 
1.8 DOOPME may, at its sole discretion and with or without consideration, provide training manuals, technology support, ongoing advice and assistance to the 
 
RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and designated employees of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS, including, provision of brochures, 
 
pamphlets, charts, signboards, signage and other materials for the purposes of advertisement, promotion and marketing the Services. Any materials supplied by DOOPME 
 
shall be utilized solely in relation to the provision of Services and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall ensure that such materials are not 
 
utilized for any other purpose.
 
1.9 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not encroach/poach upon the areas of operation of other neighbouring RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS appointed by DOOPME or act in any manner which will prejudice the business prospects of neighbouring RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS appointed by DOOPME.
 
 
 
                                                              DEFINITIONS AND INTERPRETATION
 
 
2.1. In this Terms of Use, unless the contrary intention appears and/or the context otherwise requires, capitalised terms defined by: (i) inclusion in quotations and/ 
 
or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:
 
                Applicable Law includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, 
 
regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, recognized stock exchange, as may 
 
be applicable including but not limited to Guidelines on Managing Risks and Code of Conduct in Outsourcing of Financial Services by Banks, Business Correspondent 
 
Guidelines issued by RBI from time to time, Payment & Settlement Systems Act, 2007, Payment & Settlement Systems Regulations, 2008, Policy Guidelines on Issuance 
 
and operation of Pre-paid Payment Instruments in India, and any other guideline in relation to pre-paid cards issued from time to time by Reserve Bank of India and in 
 
each case, any implementing regulation or interpretation issued thereunder including any successor Applicable Law
 
                Applicant shall mean You or any individual person above the age of [18 (eighteen)] years, using an operational mobile phone connection, who applies 
 
either on his owner approaches Retail Partner at the Retail Outlet locations and/or such other locations, for availing the Company Services
 
                Company Rules shall mean policies issued by the Company with respect to its strategic business partners, retail partners, distributors, Consumers 
 
including but not limited to the policy on the code of conduct and other sales and management policies as issued on the Website, Platform and/ or otherwise and amended 
 
from time to time
                
               Consumer shall mean an Applicant who upon submission of the CAF and upon completion of necessary formalities, is found to be eligible by Company as per 
 
guidelines issued by RBI (if any), to avail the Company Services and has opened a Membership Account
 
                Governmental Authority means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity 
 
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having 
 
jurisdiction over any of the parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the 
 
transactions contemplated hereby
 
                INR or RS means Indian Rupees, the lawful currency of the Republic of India
 
                Intellectual Property shall mean all intellectual property used for the purpose of or in association with or in relation to providing the Company 
 
Services utilising the Platform and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, 
 
input methods, data or information used in relation to, in association with or for the operation of the software installed by Company ; (b) the trademarks, service 
 
marks, trade names, business names, logos, symbols, styles, colour combinations used by Company during the course of its business and all depictions, derivations and 
 
representations thereof; (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the look and feel of all 
 
of the above; and (d) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques,
 
                Tax or Taxes shall mean any and all taxes, GST, cess, levies, imposts, duties, charges, deposits, fees, deductions or withholdings that are, or that 
 
are to be, imposed, levied, collected, withheld or assessed, together with any and all interest, penalties, claims or other liabilities arising under or relating 
 
thereto
 
 
                                     ACCEPTANCE AND APPOINTMENT AS RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS
 
 
 
3.1 These Terms and Conditions shall come into force from the date (Effective Date) of RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS Application Form attached 
 
herewith. Within 30 (thirty) days from the date of acceptance by RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API 
 
USERS shall commence business in accordance with these Terms and Conditions.
 
3.2 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS acknowledges that it has read and understood these Terms and Conditions at the time of making an application 
 
to DOOPME for operation of a retail outlet to provide the Services (as defined herein) under the name and style of DOOPME and that it has had sufficient time to 
 
evaluate the financial requirements, equipment required to conduct the business, services applicable/ enable in his area of operation and risks associated with the 
 
establishment and operation of the retail outlet.
 
3.3 : During the Term and subject to these Terms and Conditions, DOOPME hereby appoints the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS hereby accepts the appointment as a DOOPME RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS, to establish and operate a retail 
 
outlet at such address as specified in the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS application form attached herewith for the purpose of marketing, selling 
 
and providing the Services (Retail Outlet). No changes to the address as mentioned in the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS Application form shall be 
 
permitted, except with the prior written consent from DOOPME whereas such consent shall be signed by the Authorized Representative of the level of Vice President or 
 
above.
 
3.4 The appointment of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS under these Terms and Conditions shall remain valid up to the termination (Term). DOOPME 
 
may exercise its right of withdrawal by giving a notice in writing to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS 1 (one) month prior to withdrawal unless 
 
any breach of this agreement by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.
 
3.5 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS may describe himself as an 'authorized RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS' of DOOPME, but must 
 
not hold [itself/himself] out as being entitled to bind DOOPME in any way. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not make, cause or permit, 
 
directly or indirectly, any description or projection of itself as a partner or employee or officer or representative of DOOPME.
 
3.6 DOOPME is in the business of facilitating/distributing/marketing/providing of product(s)/service(s) of various service providers to enable them to expand the 
 
distribution networks for the services provided by them.
 
3.7 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS has understood the business model and aware that DOOPME is just a facilitator and distributor of products and 
 
services and does not own such services or products by itself. DOOPME takes reasonable efforts to make available the services and products, however, shall not be 
 
liable and responsible for any deficiency of such services and products. DOOPME further also takes reasonable efforts to provide its best uninterrupted services at 
 
best quality, however, technological systems are prone to interruption for upgradation, maintenance, break down of either the systems of DOOPME or that of the Service 
 
Providers. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be managing his business considering such interruptions.
 
 
                                                                 PAYMENTS AND COMMISSIONS
 
 
4.1 Non Refundable Registration Fee: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall deposit such an amount (Registration Fees) by way of a non-refundable 
 
registration fee as per commercial terms defined by DOOPME on or before the Effective Date.
 
4.2 Working Capital: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall maintain and deposit with DOOPME working capital (Working Capital) in a bank 
 
designated and intimated to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS for this purpose (Designated Bank) which will be an interest free deposit. The 
 
Working Capital limit may be increased from time to time by way of written intimation to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS. The RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS shall immediately deposit such further amounts to ensure that the Working Capital is maintained at the aforementioned amounts at all 
 
times.
 
4.3 Working Capital Limit: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be entitled to a credit limit equivalent to the Working Capital balance in the 
 
books of DOOPME (Credit Limit). The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS may enter into transactions up to the value of the existing Credit Limit. In the 
 
event the value of the transactions exceed the Credit Limit, all further transactions exceeding the Credit Limit shall automatically be blocked until the Credit Limit 
 
is sufficient to permit further transactions. In the event the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS desires to enter into transactions in excess of the 
 
Credit Limit, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall deposit the amount either with the Distributor or DOOPME as the case may be to increase its 
 
Credit Limit accordingly. The Distributor/ DOOPME shall, at their sole discretion, permit enhancement of the Credit Limit. If the amount is deposited with the 
 
Distributor, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS need to obtain proper receipt and the limit gets enhanced from the Distributor. DOOPME shall not be 
 
responsible for any liabilities in such an event.
 
4.4 Commission: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be entitled to commission, which shall be adjusted on a daily basis/monthly 
 
basis/transaction basis, for the provision of the Services at a rate to be intimated by DOOPME to the Retailer/Distributor/Star Distributor from time to time through 
 
its portal, either by way of credit to the Working Capital or the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS may deduct the commission due to it, prior to 
 
depositing the proceeds of a transaction in the Current Account. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be regularly updated on the Rates of 
 
Commission through the Portal. DOOPME, at its sole discretion shall decide the sharing of Gross Margin with the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and 
 
its decision will be final. It is presumed that the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS has agreed to such commission / margin before the transaction. 
 
Any dispute in this regards will not be admissible by DOOPME.
 
4.5 Prices and discounts: All prices, charges, fees and discounts for all DOOPME Services shall be determined, and may from time to time be revised, by DOOPME at its 
 
sole discretion. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not collect cash from the customers by offering discounts on the Services which do not 
 
have DOOPME sanction. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall also not provide any incentives, subsidies or do any act/ omission or thing, which 
 
shall have the effect of providing incentives or subsidies on the Services. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS acknowledges that DOOPME has the 
 
right to alter the prices or nullify any sales that have been entered in the portal.
 
4.6 Taxes: All current and/or future taxes or similar fees including without limitation GST, value added tax, service tax and other local or municipal taxes shall be 
 
payable by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS. Such amounts shall not be retained by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS while 
 
retaining its commission. Payments made to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be subject to such withholdings as prescribed under applicable 
 
law. Subject to the aforesaid, DOOPME assumes no responsibility for the tax compliance of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.
 
4.7 Costs: All costs and expenses for operation of DOOPME Kiosk including but not limiting to electricity, telephone, staff salary, traveling, promotional activities 
 
and other similar out-of-pocket expenses incurred in the performance of the Services shall be borne by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.
 
4.8 Activity/Inactivity charges: A minimum monthly charges plus Taxes may be levied by DOOPME and the same shall be deducted from the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS Working Capital balance. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby agrees and acknowledges to pay such charges as 
 
intimated to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS from to time.
 
4.9 Set off: DOOPME may, deduct sums due from the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS under these Terms and Conditions from any sums due to the 
 
RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS under the same and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby consents to such set off being made 
 
by DOOPME.
 
                                                                     EMPLOYEES
 
 
5.1 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be solely responsible for all such personnel employed by it, including payment of wages, making of 
 
contributions under various labour laws, such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.
 
5.2 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS acknowledges that it shall be responsible for all acts and omissions of its employees, subordinates, agents, 
 
aforesaid assignees or other personnel engaged by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.
 
 
                                                             EXCLUSIVITY AND NON COMPETE
 
 
6.1 During the continuation Term of this agreement, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not, directly or indirectly, through any other person, 
 
firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner 
 
or capacity)
(a) market, offer and/or perform services similar to that being developed, offered or sold by DOOPME.
 
(b)solicit, induce, encourage or attempt to induce or encourage any employee or consultant of DOOPME to terminate his or her employment or consulting relationship with 
 
DOOPME, or to breach any other obligation to DOOPME (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or 
 
otherwise, between DOOPME and any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier of DOOPME or (d) 
 
engage in or participate in any business conducted under any name that shall be the same as or similar to the name of DOOPME or any trade name used by DOOPME.
 
 
                                                                INTELLECTUAL PROPERTY
 
 
7.1 No license under any patents, copyrights, trademarks or any other intellectual property rights of DOOPME / its affiliates / its Service Provider(s) / third party
 
(ies) is granted to or conferred upon to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS by virtue of being the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS 
 
of DOOPME. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not acquire any interest and right on the trademark(s), trade name(s), logo, etc. of other party 
 
including DOOPME by virtue of this Agreement and shall not use the logos, trademark of DOOPME/owner of intellectual property on including interalia the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS Rubber stamps, letterheads, Visiting Cards, websites etc. and/or any such material in whatsoever manner.
 
7.2. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees to protect the logo, trade name and trademark of DOOPME and not use the same, in any unauthorised 
 
manner, whatsoever, including interalia as a tool for acknowledging payments accepted by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS/his representative, 
 
thereby creating false impression about the authenticity of such acknowledgment / receipt. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby undertakes to 
 
indemnify, defend and hold DOOPME harmless for all loss(es) / damage(s) arising due to infringement of this clause.
 
The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is aware of the consequences, if at all, the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and/or his 
 
representative are found in unauthorized use of DOOPME logo/ trade name(s) in any manner, then strict action shall be taken against the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS, including permanent deactivation of his Services, but not limited to any other legal action which DOOPME may deem fit and proper, 
 
under the provisions of law.
 
                                                             CONFIDENTIALITY AND SECURITY
 
 
8.1 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees that all information disclosed by DOOPME or which the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API 
 
USERS gets in the course of negotiating this Agreement is confidential in nature and hence cannot be disclosed. Each Party may disclose the existence of this 
 
Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the 
 
terms and conditions of this Agreement: (a) as required by any court or other governmental body
 
(b) as otherwise required by law; (c) to legal counsel of the Parties; (d) in confidence, to accountants, banks, and financing sources and their advisors; (e) in 
 
connection with the enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with an actual or proposed merger, acquisition or 
 
similar transaction.
 
8.2 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS also agrees that on and from the date of this Agreement all information, which the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS may obtain from DOOPME pursuant to this Agreement, shall be kept confidential by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API 
 
USERS and shall not be disclosed to any third party, save and except with the prior written consent of the DOOPME.
 
                                                         SECURITY OF CONFIDENTIAL USER INFORMATION:-
 
 
8.3 Security of POS User ID and Password: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be solely, exclusively and absolutely responsible and liable for 
 
safe-guarding and/or securing the confidentiality of the user id and passwords relating to access of DOOPME Services and such other relevant information, in whatsoever 
 
name called pertaining to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.
 
8.4 Unauthorized Access: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall take all necessary precautions to prevent unauthorized and illegal use of DOOPME 
 
services and unauthorized access to the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS Accounts provided by DOOPME. The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API 
 
USERS hereby agrees that DOOPME shall not be held liable and/or responsible for any wrong doings/ misappropriation/ misrepresentation/any leakage of passwords and for 
 
any liability arising due to insufficient security maintained by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS with respect to the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS account. DOOPME shall take all commercially viable and/or reasonable care to, ensure the security of and to prevent unauthorized 
 
access, using commercially viable and reasonable technology available to DOOPME.
 
8.5 Fraud/fake transactions: DOOPME shall not be liable and/or responsible for any fraud/fake transactions occurring from the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS id by any third party. DOOPME takes utmost care for encryption of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS personal 
 
details. However, DOOPME cannot control the misuse of the sensitive information like password/s once it is handed over to the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS shall be responsible to follow standard guidelines for securing their id/password for the DOOPME Software.
 
 
                                             WARRANTIES AND CONVENANTS OF THE RETAILER/DISTRIBUTOR/STAR DISTRIBUTOR
 
 
 
9.1 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby warrants, covenants and undertakes that it shall'
 
(a) Promptly, effectively, efficiently and professionally sell, market, distribute and promote the Services and shall promptly respond to all inquiries by any customer 
 
or potential customer in relation to the Services
 
(b) at all times co-operate with DOOPME representative(s) and promptly report to DOOPME any complaints or customer feedback relating to the Services which may come to 
 
the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS attention
 
(c) Conduct its operations in compliance with applicable law, these Terms and Conditions and all guidelines and instructions that may be provided by DOOPME from time 
 
to time
                (d) Promote DOOPME business interests
                (e) not do or omit, or cause to be done or omitted, any act, deed or thing, directly or indirectly which may potentially result in any damage to, loss 
 
of reputation of or any loss to DOOPME in any manner whatsoever; (f) employ sufficient number of personnel to provide the Services, who shall be adequately trained to 
 
provide the Services
                (g) Ensure all personnel employed by it comply with these Terms and Conditions and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall be 
 
solely responsible for all acts/omissions of such personnel
                (h) Not enter into any agreements with customers or any other third parties which are contrary to law or to these Terms and Conditions
                (i) adhere to and shall cause its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS to provide the Services to adhere to the dress code and professional conduct and etiquette as prescribed by DOOPME from time to time
                (j) ensure that none of the Services are denied to any person or group of persons or to any customer save and except with the express written consent 
 
and / or instructions of DOOPME
                (k) not engage in any unfair or unethical trade or practice; (l) not permit unauthorized persons entry into the Retail Outlet and shall, under no 
 
circumstance, permit any unauthorized person to access the computer/server located at the Retail Outlet or access to information, material, accounts and records in 
 
relation to DOOPME Services
                (m) not permit any other person whosoever, to conduct any business, trade or profession of any nature at the Retail Outlet and
                (n) obtain and maintain all required necessary approvals, permits, waivers, consents, registrations and licenses from the relevant authority to perform 
 
all its obligations under these Terms and Conditions.
 
9.2 RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees that it shall be solely liable and responsible for any seizure of instruments provided by DOOPME to it by 
 
any governmental authority for its actual or alleged illegal and unlawful act.
 
9.3 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees that it shall be solely liable and responsible for taking any type of Insurance including but not 
 
limited to Cash handling/transit Insurance, in accordance to provide protection to DOOPME business accordingly from time to time.
 
9.4 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS agrees and undertakes to ensure that the contact details including phone number and/or any other credentials 
 
of the consumer/s which needs to be captured on DOOPME platform for acknowledging the transaction done at DOOPME network, should be genuinely of the customer and/or 
 
taken from the customer/s and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not put his own or any fake / wrong credentials on behalf of customer/s, in 
 
any manner whatsoever.
 
9.5 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS also agrees that it shall during the Term of this Agreement, allow DOOPME and/or any other statutory 
 
authority/ person of its management, auditors, regulators and/or agents the opportunity of inspecting, examining, auditing and/or taking copies of any records with the 
 
RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS in relation to the performance of the Services by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.
 
9.6 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall co-operate with such internal or external auditors and/or as defined above to assure a prompt and 
 
accurate audit of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS records and data and shall also co-operate in good faith and in best efforts basis with DOOPME 
 
to correct any practices, which are found to be deficient as a result of any such audit within a reasonable time.
 
9.7 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall perform its responsibilities under these Terms and Conditions diligently and shall strive to increase 
 
the sale of DOOPME Services to the best of its ability and shall always maintain a good relationship with the specified Distributor and the customers and shall 
 
maintain total transparency in relation to the same.
 
 
                                                                  REPRESENTATIONS AND WARRANTIES
 
 
The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS represents and warrants that: (a) it has had a full and adequate opportunity to read and review this Agreement 
 
and to be thoroughly advised of the terms and conditions of this Agreement by an attorney or other personal representative, and has had sufficient time to evaluate and 
 
investigate the provision of Services under this Agreement and the financial requirements and risks associated with the same; (b) Neither the execution of this 
 
Agreement nor the performance of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS obligations under this Agreement will result in a violation or breach of any 
 
other agreement by which the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is bound; (c) it has and will continue to have the power and authority to be bound by 
 
these Terms and Conditions and to perform and fulfill all activities contemplated herein and that no other person or entity is required to consent or provide 
 
permission to the activities contemplated under these Terms and Conditions and the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is not subject to any agreement, 
 
judgment or order inconsistent with these Terms and Conditions; (d) the entry into and performance of these Terms and Conditions in accordance therewith shall not 
 
result in a violation of applicable law, its charter documents or any other agreement by which it is bound; and (e) it is adequately insured for all liabilities 
 
specified herein.
 
10.1 The warranties provided herein by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS are in addition to and do not exclude any of the implied warranties under 
 
the applicable law with respect to the activities contemplated under these Terms and Conditions.
 
 
                                                                         MISCELLANEOUS
 
 
11.1 Governing Law: These Terms and Conditions shall be governed by, and construed in accordance with Indian law as such law shall from time to time be in effect, 
 
subject to Amritsar, Punjab Jurisdiction courts only.
 
11.2 Dispute Resolution: The Parties shall try and resolve disputes, if any, arising under these Terms and Conditions amicably failing which the same shall be referred 
 
to arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any modifications or re-enactments thereof. The arbitration shall be conducted by a 
 
sole arbitrator agreed between both Parties. The venue of arbitration shall be New Delhi Only. The arbitration proceedings shall be in English. The award shall be 
 
final and binding on the Parties. A RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is a business associate and the relationship is created under this agreement. In 
 
no way the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is a customer of DOOPME and shall not be entitled to the remedy under consumer dispute Act. In the event 
 
of disputes between the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS and any other operator of DOOPME Retail Outlet, such disputes shall be resolved by an officer 
 
of DOOPME, whose decision shall be final and binding.
 
11.3 Non-Exclusive Appointment: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS hereby acknowledges that all of the rights provided under these Terms and 
 
Conditions including area of operation, without limitation, the limited license to use DOOPME Intellectual Property are non-exclusive in nature and nothing herein 
 
shall be read to prejudice any right that DOOPME to any other person any other right or permission to perform the activities contemplated under these Terms and 
 
Conditions.
 
11.4 Force Majeure: If DOOPME is prevented from performing any of its obligations under this Agreement due to any cause beyond DOOPME reasonable control, including, 
 
but without limitation to, any act of God, fire, flood, explosion, war, strike, embargo, government authority / regulation, civil or military authority, acts or 
 
omissions of carriers, transmitters, providers, vandals, or hackers, major system break down and data loss beyond recoverable (Force Majeure Event) the time for DOOPME 
 
performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however that if DOOPME is unable to cure that event 
 
within 30 (thirty) days of the Force Majeure Event ceasing, or such further time as may be granted by DOOPME, DOOPME may terminate the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS appointment without any compensation or damages.
 
11.5 Injunctive Relief: DOOPME shall be entitled to injunctive relief in the event of breach of the terms of these Terms and Conditions by the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS to prevent or curtail any actual or threatened breach by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS of the express 
 
provisions of these Terms and Conditions or purpose fundamental (though not expressed) to signing of these Terms and Conditions.
 
11.6 Relationship: The Services rendered by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS under this Agreement shall be provided to DOOPME on Principle to 
 
Principle basis, and nothing in this Agreement creates or shall be deemed to
 
                create the relationship of partners, a joint venture, employer-employee, or principal-agent between the Parties. The RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS shall not, without DOOPME prior written approval, either on its invoices, letterheads or any other place or by any other means, 
 
orally or in writing, make any statement or representation, calculated or liable to induce others to believe that the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS 
 
is the agent of DOOPME or do any act, deed or things to bind DOOPME in any way in dealing with any third party (ies). The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API 
 
USERS is providing services to the customers and any dispute with the consumer shall be sole responsibility of the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS.
 
11.7 Notice: Any notice required to be provided hereunder by one Party to the other shall be given in writing and shall be delivered by (i) personal messenger, (ii) 
 
proof of delivery requested courier service or (iii) facsimile. All notices shall be delivered to the address of the Parties as provided in the RETAILER/MASTER 
 
DISTRIBUTOR/DISTRIBUTOR/API USERS Application Form.
 
11.8 Assignment: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS may not assign or delegate any of its rights or obligations hereunder without a prior written 
 
consent from DOOPME. Subject to the foregoing, the rights and obligations under these Terms and Conditions shall ensure to the benefit of, and shall be binding upon, 
 
the heirs, legatees, successors, representatives, and permitted assigns of the respective Parties.
 
11.9 For the purpose of this Agreement, the term Software shall include custom built software that is owned by DOOPME, or software that has been licensed from third 
 
party suppliers by DOOPME and in relation to which DOOPME has obtained the right to sub license from such third party suppliers.
 
11.10 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not sublicense, assign or otherwise transfer the said Software to any person and/or any third party 
 
and is expressly prohibited from distributing, sublicensing, assigning, transferring or otherwise, the Software, or other technical documentation /information 
 
pertaining thereto, or any portions thereof in any form.
 
11.11 The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall not make any changes / modifications / alterations in entire / any part of Software / Intellectual 
 
Property of DOOPME.
 
11.12 Severability: If for any reason whatsoever any provision of these Terms and Conditions is or becomes, or is declared to be, invalid, illegal or unenforceable 
 
under applicable law, then the Parties will negotiate in good faith to agree on one or more provisions to be substituted therefor, which provisions shall, as nearly as 
 
practicable, leave the Parties in the same or nearly similar position to that which prevailed prior to such invalidity, illegality or unenforceability. Such 
 
invalidity, illegality or unenforceability shall not affect any other provisions of these Terms and Conditions, and these Terms and Conditions shall be construed as if 
 
such invalid, illegal or unenforceable provision had never been contained in these Terms and Conditions, and the remaining provisions of these Terms and Conditions 
 
shall be given full force and effect.
 
11.13 Amendment: No change, alteration, modification or addition to these Terms and Conditions shall be valid unless in writing and properly executed by DOOPME.
 
11.14 Waiver: A waiver by DOOPME in respect of a breach of a provision of these Terms and Conditions by the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS will not 
 
be deemed to be a waiver in respect of any other breach and the failure of DOOPME to enforce at any time a provision of these Terms and Conditions will in no way be 
 
interpreted as a waiver of such provision.
 
11.15 Third Parties: Nothing in these Terms and Conditions, unless expressly provided for herein, is intended to confer upon any person, other than the Parties hereto 
 
and their permitted successors and assigns, any rights or remedies under or by reason of these Terms and Conditions.
 
11.16 Further Actions: The Parties shall do or cause to be done such further acts, deeds, matters and things and execute such further documents and papers as may be 
 
reasonably required to give effect to the terms of these Terms and Conditions.
 
11.17 Costs: The RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS shall bear all taxes, fees, levies and other expenses in relation to its appointment pursuant to 
 
these Terms and Conditions.
 
11.18 Rights Cumulative: The rights, powers, privileges and remedies provided in these Terms and Conditions are cumulative and are not exclusive of any rights, powers, 
 
privileges or remedies provided by applicable law or otherwise. No failure to exercise nor any delay in exercising any right, power, privilege or remedy under these 
 
Terms and Conditions shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. Similarly, no single or partial 
 
exercise of any right, power, privilege or remedy under these Terms and Conditions shall prevent any further or other exercise thereof or the exercise of any other 
 
right, power, privilege or remedy.
 
 
                                               CHANGE IN RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS
 
 
 
12.1 If the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is an individual, in the event of his/her death, incapacity or inability to operate the Retail Outlet, 
 
his/her successor or assignee shall continue to operate the Retail Outlet only after obtaining a prior written consent from DOOPME.
 
12.2 If the RETAILER/MASTER DISTRIBUTOR/DISTRIBUTOR/API USERS is a partnership or a company, in the event of a change in control of the partnership or company, due to 
 
a change in the partnership or change in management or majority shareholding of the company, as the case may be, the successors in interest or permitted assigns of the