End User License Agreement
The following terms and conditions (as amended from time to time, the "License") constitute the legal agreement between you ("youyou" or "your") and YouCloud ("YouCloud", "we", "us" or "our") governing your use of the YouCloud card processing application (the "App") on your mobile device (the "Mobile Device").
ACCEPTANCE OF TERMS
It is important that you read and understand this License. By clicking the "I agree" button or by using the App, you agree to be bound by the terms of this agreement and it will be taken that you have read and agreed to the terms and conditions of this License. If, at any time, you do not agree with this License, you must not use the App. This License will apply every time you use the App. The term "use" when used with respect to the App will mean access or use.
PRIVACY NOTICE AND CONSENTS
- For the purposes of providing the YouCloud Retail Solution (as defined below), YouCloud will collect, through the App, certain information, including your contact information, your Mobile Device identification number (IMEI), geo-location (if enabled on your Mobile Device), Integrated Circuit Card Identifier (ICCID) which identifies your SIM card, IP address, and other information arising from your use of the YouCloud Retail Solution, (collectively called "Information").
- You consent to YouCloud’s collection, storage, use, disclosure and other handling of your personal information in accordance with our privacy policy located at [www.youcloudpayments.com/privacy].
- You consent to the installation of the App and to any future updates/upgrades for the purposes of providing the App and improving its functionality. If you do not want automatic updates to the App, please adjust the software settings to disable automatic updates. In some cases, you may be entitled to assistance with removing an update if it did not comply with legal requirements. You may also withdraw your consent at any time by deleting or uninstalling this App. By using the App, you agree that YouCloud will collect your Information as described above and in the YouCloud Privacy Policy. Without limiting the foregoing, you acknowledge that YouCloud and its authorized service providers may access and use the Information which was previously loaded to your Mobile Device in order for YouCloud to provide you with the YouCloud Retail Solution.
INFORMATION ABOUT THE YOUCLOUD RETAIL SOLUTION
- The combination of: (a) a secure card reader, PIN-entry device and related software (collectively, the "Card Reader", which may also be referred to in this License or in other agreements or documentation as the "mobile POS" or "mPOS" or the "Terminal"); (b) the YouCloud Retail App; (c) the YouCloud Retail Web Portal; (d) YouCloud Optional Retail Hardware Bundle; (a, b, c, & d together are referred to in this License as the "YouCloud Retail Solution") may be used for accepting credit cards, debit cards, and mobile wallet (each, a "Payment Instrument") for the sale of goods and services you offer to your customers in India, may also be used for tracking cash payments, and other functions and features that are or may be part of the App from time to time.
- The App may only be used in India. You represent and warrant to us that you are a legal resident of India or a business entity authorized to carry on business in the Indian provincial or territorial jurisdiction in which the business entity operates. You agree to abide by any Indian export legal restrictions that apply to the App.
- We may suspend, cancel or block your access to or use of the YouCloud Retail Solution at any time and for any reason, without notice or any liability to you. You may use the YouCloud Retail Solution only to the extent that you comply with this License and all applicable laws, rules and regulations. You will not act as a payment intermediary, aggregator or service bureau or otherwise resell any services we provide to you (including payment processing services). You acknowledge that the acceptance of Payment Instruments will be subject to additional separate agreements.
CARE AND CONTROL OF THE APP AND USER INFORMATION
- You are responsible for the care and control of, and will take all reasonable steps to safeguard and protect against unauthorized use of, the App and any user identification credentials we may issue to you in connection with your use of the App, including user names, passwords, PINs, passcodes, and if applicable, verification questions and answers used to access the App (collectively called "User Information").
You will:- be responsible for the security of your Mobile Device;
- not allow others to use the App on your Mobile Device;
- keep a lock screen or passcode lock on your Mobile Device at all times;
- keep your User Information separate from your Mobile Device;
- keep your User Information strictly confidential and not share it with anyone;
- take all reasonable precautions to ensure that no one finds out your User Information, including while you key in User Information on your Mobile Device or on the web portal;
- avoid device locks and User Information that may be easily determined by others, such as birthdays, phone numbers, age, etc.; and
- ensure that User Information is unique.
LOST, STOLEN OR MISUSED CARD READE
- If you know or suspect that your Card Reader is lost or has been stolen, that another person has accessed your Card Reader without your permission, or that any of your User Information has become known to another person, you must deactivate your Card Reader by contacting YouCloud, as set out in Section 19 below.
DISPOSING OF YOUR MOBILE DEVICE
- Before you sell, give away, or dispose of your Mobile Device, you must delete the App from your Mobile Device.
RESPONSIBILITY FOR YOUR MOBILE DEVICE AND TO YOUR MOBILE DEVICE PROVIDER
- You are solely responsible for: (a) obtaining any wireless or Internet access you need for using the YouCloud Retail Solution; (b) complying with the terms of all third-party agreements that apply when using the YouCloud Retail Solution, including, but not limited to, the wireless data service agreement of your wireless services carrier; and (c) any fees or other charges imposed by your Mobile Device provider, wireless services carrier or Internet service provider. It is your responsibility to determine if your Mobile Device provider, wireless services carrier or Internet service provider supports the YouCloud Retail Solution requirements [www.youcloudpayments.com/requirements] or if your Mobile Device is capable of accessing the Internet. Modifying a Mobile Device contrary to the manufacturer’s software or hardware guidelines may render the Mobile Device incompatible with the YouCloud Retail Solution. YouCloud does not warrant that the YouCloud Retail Solution will be compatible with your Mobile Device or with the services provided by any third-party carrier. You acknowledge that aspects of the YouCloud Retail Solution run on public telecommunications networks and that this may impede the performance and your use of the YouCloud Retail Solution.
INSTALLING AND USING MODIFICATIONS TO THE APP
- If we upgrade, update or modify the App (including bug fixes, patches or new versions provided to you, the "Modifications"), you may be required to promptly install and use the Modifications for you to be able to continue to access and use the App. YouCloud may provide you with notice of the Modifications. However, if the Modifications are for the proper functioning of the App, or safety or security of the App or any systems or networks, YouCloud may not provide you with notice. YouCloud is under no obligation to make Modifications.
LICENSE GRANT
- You are granted a limited, revocable, non-transferable, non-exclusive license (subject to the terms and conditions hereinafter set forth), during the term of this License, to download, install and use the App in a single-user Mobile Device. The App is licensed, not sold, to you. You must not rent, lease, lend, sell, redistribute or sublicense the App. You agree that YouCloud and its licensors retain ownership of all intellectual property rights, title and interest in and to the App, including copies, improvements, enhancements, derivative works and modifications thereof. You may not copy (except as permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the App or any part of it. Any attempt to do so is a violation of this License.
- You agree to comply with any other requirements, restrictions or limitations provided by YouCloud upon notice to you. You further agree to comply with any requirements, restrictions or limitations provided by a third party (including applicable Payment Instrument networks, the app store provider, your Mobile Device provider or your wireless services carrier) relating to your use of the App.
INDEMNITY
- You will indemnify, defend, and hold YouCloud and its affiliates (and our and their directors, officers, personnel and agents) harmless from and against any and all losses, costs, damages, expenses and liabilities whatsoever (including reasonable legal fees and disbursements) which may be suffered or incurred by YouCloud or its affiliates as a result of a claim, action, audit, investigation, inquiry, or other proceeding that arises out of or relates to: (a) any actual or alleged breach of this License; (b) your wrongful or improper use of the App; (c) your violation of any applicable law; or (d) loss, theft or misuse of your User Information.
POSSIBLE EFFECTS OF INSTALLATION, REMOVAL OR USAGE OF THE APP AND DISCLAIMER OF DAMAGES AND WARRANTY
- By using the app on your mobile device, it is possible that your mobile device may be damaged, that data stored in your mobile device may be corrupted, or that you or your property may be damaged. You expressly acknowledge and agree that your use of or inability to use the app is at your sole risk. The app is provided "as is" and "as available" for your use, without warranties or conditions of any kind, express, implied, statutory or collateral, including all implied warranties or conditions of merchantable quality, fitness for a particular purpose, title, and non-infringement.
LIMITATION AND EXCLUSIONS OF LIABILITY
- You agree that to the extent not prohibited by law, in no event will YouCloud, or any of its officers, directors, shareholders, employees, agents and subcontractors, be liable for any damages (e.g. indirect, incidental, exemplary, special or consequential/punitive damages), including damages for loss of profits, revenue, anticipated sales or savings, business interruption, opportunity, loss or corruption of data or goodwill, arising out of or related to your use of or inability to use the app, however caused.
THIRD PARTY BENEFICIARIES
- You acknowledge that this License is between you and YouCloud and not with the app store provider (i.e. Google or Apple). You agree that the app store provider and its affiliates, and the wireless services carrier: (a) are not liable to you in any way whatsoever for the distribution, use, performance or non-performance of the App; (b) have no obligation whatsoever to furnish any maintenance or support services to you for the App; (c) are not responsible for addressing any claims you may have relating to the App or your possession or use of the App, including, but not limited to, product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirements, and any claims arising under consumer protection or similar applicable law; (d) are not responsible for the investigation, defense, settlement or discharge of any third party claims that the App or your possession or use of the App infringes a third party’s intellectual property rights; and (e) are third party beneficiaries to this License solely in respect of this Section 17, and will have the right to enforce this License against you as third party beneficiaries of this License.
- In addition to the foregoing, you agree and acknowledge that if you apply for and are approved for acceptance of Payment Instruments, Axis Bank ("Bank") is providing certain payment processing services and is an intended third-party beneficiary of our rights set out in this License, including but not limited to limitation of liability, indemnities and warranty disclaimers, and may enforce any such rights on its own behalf.
YOUCLOUD MERCHANT CARE SERVICE
- If you have a problem or concern with the performance or functioning of the App, or need to contact YouCloud for any reason, you may call YouCloud toll free at XXX-XXXX or use such other support interfaces or channels as YouCloud may make available to you from time to time. If you have a problem or concern regarding your Mobile Device, please contact your Mobile Device provider directly.
TAXES
- You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of the YouCloud Retail Solution ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. YouCloud is not obligated to, nor will YouCloud determine whether Taxes apply, calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
TERMINATION
- YouCloud may terminate this License at any time and for any reason in YouCloud’s discretion, effective upon sending you an e-mail or other communication to the contact information that we have for you.
TERMS DRAWN UP IN ENGLISH
- It is the express wish of the parties that this License and any directly or indirectly related documents be drawn up in English.
CHANGES TO THIS LICENSE
- . We may add to or change one, more or all of the provisions of this License at any time. We will notify you of any additions or changes to this License, either by posting the notice on YouCloud’s merchant portal, or at our discretion, we may choose to send you notice of those additions or changes by other means. Your continued use of the App constitutes acceptance of the additions or changes as of the effective date of the notice. If you do not agree with this License, as amended, you must not use the App and you must immediately uninstall the App and disable your YouCloud Retail Solution user account by contacting YouCloud as set out in Section 19. You may review the most current version of this License at any time at [www.youcloudpayments.com/legal].
CONSENTS
IF YOU ARE APPLYING FOR THE ABILITY TO ACCEPT PAYMENT INSTRUMENTS AS PART OF THE YOUCLOUD RETAIL SOLUTION, YOU ARE PROVIDING THE FOLLOWING CONSENTS:
- a) You consent that YouCloud may review some or all of the information that you submit in connection with your request to sign up for acceptance of Payment Instruments. You consent that YouCloud may forward such information to the Bank. In order to be eligible to use the YouCloud Retail Solution, you consent that YouCloud may share information about you and your YouCloud account with Bank. After you submit your application, YouCloud or the Bank may conclude that you will not be permitted to use the YouCloud Retail Solution;
b) You consent and authorize YouCloud to request identity verifying information about you, including, but not limited to, (i) a consumer and/or credit report that contains your name and address and may contain “credit information” such as age, place of residence, previous places of residence, estimated income, outstanding debt obligations and assets and other personal information, and (ii) to the extent applicable, a confirmation from the appropriate governmental authority of your corporation's legal existence. YouCloud may periodically obtain additional consumer and/or credit reports to determine whether you continue to meet the requirements for a YouCloud account; and
c) You consent and agree that YouCloud is permitted to contact and share information about you and your application to accept Payment Instruments (including whether you are approved or declined), and your YouCloud account with your bank or other financial institution. This includes sharing information: (i) about your transactions for regulatory or compliance purposes, (ii) for use in connection with the management and maintenance of the service, (iii) to create and update their customer records about you and to assist them in better serving you, and (iv) to conduct YouCloud’s risk management process.
GOVERNING LAW
- This License will be governed by the laws of India applicable therein, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.