Terms of Service and User Agreement

For the purpose of these Terms of Service, the term “1st party”, “we”, “us”, “our” and “Company” used anywhere on this page shall refer to “UPIarch” (refers solely to the brand name for www.upiarch.com).

The individual or company that the individual is representing, intending to use or using our Services, whether in individual capacity or representing a registered legal entity, is hereinafter referred to as “2nd party”, “Customer”, “User”, “you”, “him/her” and “they”.

The user using our Website and the services made available on our Site or on Applications, Tools, Plugins, Extensions, APIs published on our Site and available for distribution on registered, recognized, and official 3rd party platforms, is subject to these Terms of Service.

Collectively, Company and User are hereinafter referred to as “Parties” and each as a “Party”.

Agreement to Terms

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and us, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING ANY OF OUR SERVICES AND YOU MUST DISCONTINUE THEIR USE IMMEDIATELY.

Supplemental terms of service or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

Ownership of Content

We do not have any license for or don’t claim ownership rights pertaining to any documents, files submitted by you to our platform for using its Services (“Content”). These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services to you. Limited rights include but are not limited to copying, storing, extracting data, verifying, sharing Content for purposes of research and development, gain or otherwise, but in complete accordance with our Privacy Policy and/or applicable laws of the land, and with your full consent.

Subscriptions

Billing and Renewal

Subscriptions are not renewed automatically. Once the subscription has expired, the user will have to make a new purchase again to renew it.

Cancellation

All purchases are non-refundable. We do not cancel ongoing subscriptions. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at support@UPIarch.com.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

Rights of the User

User can subscribe to all or part of Services, as is offered by the Company and made available to the User from time to time.

User can unsubscribe from promotional communication that may be sent by the Company to the User from time to time. However, this is limited to promotional communication only. Transactional and informational communication may still be sent to the User by the Company, as this is necessary for delivering the Services to the User.

User has complete ownership rights on Content submitted by him/her to the Company as described in “Ownership of Content” above.

Responsibilities of the User

User takes full responsibility of the Content submitted by him/her to the Company. Any and all claims that may arise pertaining to the submitted Content, including but not limited to Copyright, Trademark, License, will be the User’s responsibility.

User assures the Company that Content submitted by him/her to the Company is free from viruses, trojans, malware, malicious scripts, etc.

It is the User’s responsibility to keep his/her access credentials to the Site safe and protected from unintended use. The User further agrees to notify the Company if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised and takes full responsibility for any and all activities that occur under the User’s account, whether or not you as the User are the individual who undertakes such activities. The User agrees to immediately notify the Company of any unauthorized use of User’s account or any other breach of security in relation to the password or our Services that is known to the User.

It is the User’s responsibility to respect all prior agreements/policies, if any, that the User may be party to, directly or indirectly, pertaining to the confidentiality of the Content submitted to the Company. The Company cannot be held responsible or liable in any manner in the eventuality of the Content submitted by the User to the Company containing any confidential information that the User is not supposed to submit as per prior agreements/policies he/she may be party to.

User will not use our Services to:

• Upload, post, email, or otherwise transmit any submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable content.
• Harm us or third parties in any way.
• Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.
• Upload, post, email, or otherwise transmit any submission that you do not have the right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
• Upload, post, email, or otherwise transmit any submission that infringes any patent, trademark, trade secret, copyright, or other right of any party.
• Upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation.
• Upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
• Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services.
• Intentionally or unintentionally violate any applicable local, state, national, or international law or regulation.
• “Stalk” or otherwise harass another.
• Collect or store personal data about other users.

User agrees to only use trusted and secure computing devices (computer, mobile, tablet) and networks to access his/her account on the Site. If the User is using any shared or public device to access the Site and Services, the User is completely responsible for any risk associated with such activity.

The User shall be strictly responsible for any third-party claims and actions that may arise solely owing to the breach of the terms and conditions contained herein by the User. Further, the User shall also assume any and all liability and responsibility for such of User’s actions which result in the breach of the terms and conditions contained herein or the violation of any domestic or international laws.

Links and Third Party Content

Our Services may display, or contain links to, third party products, services, and Web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, “Third Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives. We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.

We provide the option to link third-party merchant accounts to our service. However, we do not have control over these third-party accounts, and we are not responsible for any actions or decisions taken by the third-party merchant or any associated financial institutions. If a linked account is blocked or restricted for any reason, we shall not be held liable or accountable for such actions.

BHIM UPI Logo

The BHIM UPI logo displayed on our website is a trademark and intellectual property of the National Payments Corporation of India (NPCI). We are not affiliated with or endorsed by NPCI in any way. The BHIM UPI logo is used on our website solely for informational purposes to indicate compatibility with UPI-enabled apps and services.

Consent for Communication

The User agrees that in order to use the Site and/or Services, he/she needs to provide certain consent as published by the Company on the Site from time to time. Such consent may include consent to receive communication regarding User activity, Transactions, Fees, Verification, Promotional communication etc by any and all mode of communication as deemed apt by the Company. The User can opt-out, unsubscribe of any Promotional communication at any point. However, the User agrees the User cannot opt-out of any form of Communication that is required for the Company to deliver the Services. By providing such consent, the User agrees to not to file any complaint, legal suit, case with any Regulatory Authority and/or Legal body regarding receiving such communication from the Company or its Licensors and/or Third Party Software providers. The User further agrees that such communication can be sent to him/her by the Company at any time of the day via any and all mode of communication as deemed appropriate and necessary by the Company and will supersede all prior “Do-Not-Disturb” service as the User may have activated at that point.

Privacy Policy

The Privacy Policy shall be read in conjunction with the Terms, is governed by the Terms and updated by the Company in the event of a change in the Company’s Privacy Policy. The Privacy Policy shall be made available by the Company for the User’s perusal at www.UPIarch.com/policy. It is the User’s responsibility to check www.UPIarch.com/policy to stay informed about the current Privacy Policy of the Company.

Feedback

We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose, in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

Representation, Warranties and Covenants

• Each Party represents and warrants that it has the right to disclose to the other and grant the other Party access to any information disclosed, or that may be disclosed, to the other Party.
• The Company represents, warrants, and covenants to the User as follows; to the best knowledge of the Company, Company does not contain any program, or other internal component which could damage, destroy, or alter any data or other information accessed through or processed by the User in any manner. The User shall immediately advise the Company in writing, upon reasonable suspicion or actual knowledge of any program or internal component that the Company has provided under this Agreement may result in the harm described above, and the Company will use best commercial efforts to get such program.
• The User hereby represents and warrants that he/she/it shall not utilise the Site and/or Services except for the purposes specifically contemplated under this Agreement or any other agreement entered into with the Company or specific purposes detailed by the Company separately and such purposes shall automatically form part of this Agreement. In the event that the Company learns that the User has utilised the Site and/or the Services for purposes other than what is specified in the Agreement, then the User shall be liable to indemnify the Company for such unauthorised use, including any third party claims arising therefrom.
• The User hereby represents and agrees that he/she/it shall refrain from publishing to the public or provide access to the public, using the Site and/or the Services or affiliated third-party services, any content over which a third party has exclusive intellectual property rights or requisite protection thereunder or content which is derogatory, defamatory, slanderous, lascivious, pornographic, appealing to the prurient interest of individuals, and anything else which may incite public, political or religious unrest or disharmony, which may or may not result in affecting the law and order situation. However, if the User violates this particular clause, the User undertakes to bear all liabilities and responsibilities, civil and criminal, arising from such action/s of the User and shall keep the Company insulated and indemnified from the same.
• The User hereby represents and warrants to the Company that in the event of any suits, claims, disputes or such differences as are brought directly or indirectly against the Company by a third party as a consequence of breach of the terms and conditions of this Agreement by the User, the User shall at his/its sole cost assist the Company in defending such suits, claims, disputes or differences or indemnify the Company for the same, and any loss arising therefrom.
• The User represents and warrants that no copies of this Site or any portions thereof may be made by the User or any person under the User’s authority or control. The User agrees not to assign or share User’s passwords and username(s), if any, with any person whosoever.
• The User acknowledges that the User will be entitled to use certain Services only upon completing the requisite registration formalities as provided on the Company’s Site or elsewhere, as designated by the Company.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

DISCLAIMER

Service Provision: We provide the Dynamic QR service to its clients for facilitating payment acceptance. It is important to note that we do not provide payment gateway services. We solely act as a provider of the Dynamic QR service, and any payment transactions that occur between the client and their users are their respective responsibility.

Fraud and Misconduct: While UPIarch takes measures to ensure the security and reliability of its services, it cannot be held responsible for any fraudulent activities or misconduct that may occur between users and merchants. Users are advised to exercise caution and diligence while making payments and interacting with merchants, and they should contact the respective merchant for any issues related to payments or transactions.

User's Responsibility: Users are solely responsible for their transactions and interactions with merchants. We do not have control over the actions, products, or services offered by merchants, and therefore, any disputes, conflicts, or issues arising from transactions should be resolved directly with the merchant involved.

Contacting Merchant: In case of any payment-related concerns or issues, users should directly contact the merchant from whom they made the payment. We do not mediate or intervene in disputes between users and merchants. Users are encouraged to communicate and seek resolution with the merchant in question.

User Agreement: By using our services, users agree to hold us harmless from any claims, damages, or liabilities arising from their interactions with merchants or any fraudulent activities that may occur. Users are advised to read and understand the terms and conditions of the respective merchants they transact with.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT.

USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

SERVICE LIMITATIONS

We OFFER A DYNAMIC QR CODE GENERATION SERVICE AND FACILITATES THE ACCEPTANCE OF PAYMENTS THROUGH VARIOUS UPI-ENABLED APPS. HOWEVER, WE DO NOT PROVIDE PAYMENT GATEWAY SERVICES, AND WE ARE NOT INVOLVED IN THE PAYMENT PROCESSING OR FUND SETTLEMENT BETWEEN THE CUSTOMER AND THE MERCHANT. WE ARE NOT RESPONSIBLE FOR ANY ISSUES, DISPUTES, OR FINANCIAL TRANSACTIONS THAT MAY OCCUR BETWEEN THE PARTIES INVOLVED.

INDEMNIFICATION

You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Services or Service Content.

Term of Agreement

The term of this Agreement will be coterminous with the period of a single usage or multiple usages, either intermittent or continuous, of the Company’s Site and/or Services by the User.

MISCELLANEOUS

• Force Majeure: None of the Parties shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that Party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.
• Assignment: Parties shall not assign, in whole or in part, the benefits or obligations of this Agreement to any other person without the prior written consent of the other.
• Representation: The Parties acknowledge and agree that they have not entered into this Agreement in reliance on any representation statement or warranty (whether written or oral and whether express or implied) made by or on behalf of the other Party, other than such as are expressly set out herein.
• Entire Agreement: This Agreement constitutes the entire agreement between the User and the Company and pertains to the subject matter hereof and supersedes in their entirety over all other written or oral agreements between the Parties.
• Relationship between Parties: The Parties to this Agreement are independent persons/entities and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto and neither Party shall make any representation that suggests otherwise.
• Sever-ability: If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and continue to operate in full force and effect.
• Modification: This Agreement supersedes any previous communications, representations, or agreements, verbal or written, related to the subject matter of this Agreement. This Agreement may not be modified or amended orally, impliedly, or in any manner not set forth in writing or permitted by this Agreement.
• Rights and Remedies – Waiver: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If any legal action is brought to enforce any obligations hereunder, the prevailing Party shall be entitled to receive its attorney’s, fees, court costs and other collection expenses, in addition to any other relief it may receive. If the Company does not enforce any provision against the User, failure to enforce on that occasion shall not prevent enforcement on later occasions.
• Survival of Provisions: Notwithstanding any other provision to the contrary herein, terms, which by their nature survive termination or expiration of this Agreement shall bind the Parties following any expiration or termination of this Agreement, in addition to those otherwise specifically detailed in this Agreement.
• Jurisdiction and Governing Law: This Agreement shall be governed by the laws of India. All disputes, claims and actions arising out of this Agreement or its validity will be subject exclusively to the jurisdiction of the competent courts at Rajkot, India, irrespective of the place of residence or business of the User, or the place from which the website www.UPIarch.com and/or the Services are accessed or availed. The User specifically agrees that a part of cause of action for any legal action is deemed to have arisen at Rajkot owing to the Company’s registered office of being situated at Rajkot and this Agreement having been partly executed at Rajkot, thereby vesting the courts at Rajkot with the jurisdiction to adjudicate such disputes. As such, the User waives any right to challenge the exclusivity of jurisdiction of Rajkot courts to adjudicate any disputes arising out of this Agreement in accordance with the laws of India.
• Headings and Sub-Headings: The Headings and sub-headings in this Agreement are for convenience only and do not affect the meaning of the relative clause.
• Defined Terms: Various terminology as defined in this Agreement shall be read and construed strictly and the said definitions are used and shall apply solely to this Agreement and not any other agreement/s which the User may execute with the Company.
• Notices: Any notice, direction or instruction given under this Agreement shall be in writing and delivered (i) in the case of the Company to the User, by email, details of which if provided by the User; and (ii) in the case of the User to the Company, by email to the Company’s designated email support@UPIarch.com.

CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.