This document constitutes an electronic record as per the Information Technology Act, 2000, along with its amendments and applicable rules. It incorporates modified provisions related to electronic records found in various statutes, as altered by the Information Technology Act, 2000. The computer system generates this electronic record and does not necessitate any physical or digital signatures.

Prior to registering, accessing, or utilizing the TalkCharge Services (defined below), carefully review the terms and conditions. These terms and conditions form a legal contract ("Agreement") between You and TalkCharge Technologies Private Limited ("TalkCharge", https://www.talkcharge.com (the "Website" or "Site" , "TalkCharge App"), with its registered office located at Unit No. – 323 – 324, 3rd Floor, JMD Megapolis, Sohna Road, Sector 48, Gurugram, Haryana – 122018, India. By accessing the Services, you affirm that you have read and acknowledged the terms and conditions outlined below. If you disagree with or choose not to be bound by these terms and conditions, refrain from using/accessing the Website or Site, Services and/or promptly terminate the Services and/or uninstall the mobile application.

We reserve the right to amend the terms and conditions at any time by publishing an updated version on TalkCharge website(s) and TalkCharge App(s). The updated Terms of Service become effective immediately upon publication. It is your responsibility to periodically review these Terms of Use for updates or changes. Your ongoing use of the TalkCharge App after changes are posted indicates your acceptance and agreement to the revisions, including additional terms or the removal of sections of these Terms, modifications, etc. As long as you adhere to these Terms of Use, we grant you a personal, non-exclusive, non-transferable, limited privilege to access and utilize the Services.

YOUR USE OF TALKCHARGE WEBSITE/APP SIGNIFIES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS UNDER THESE TERMS OF USE. PLEASE READ THE TERMS OF USE CAREFULLY BEFORE PROCEEDING. By implicitly or explicitly accepting these Terms of Use, you also agree to be bound by TalkCharge and TalkCharge Entity Policies (including but not limited to the Privacy Policy, Refund Policy) available on the TalkCharge website(s) and TalkCharge App(s), subject to amendments from time to time.

Definitions:

"We," "Us," "Our" – pertains to TalkCharge and TalkCharge Entities.

"You," "Yours," "Yourself," "TalkCharge User" – denotes any non-registered individual or corporate body, registered user of TalkCharge and TalkCharge Entities, encompassing TalkCharge customers or Merchants.

"TalkCharge App" – The mobile application(s) hosted by TalkCharge and TalkCharge Entities, facilitating TalkCharge services for users, including merchants and service providers. It also includes any and all Services where it functions as an Intermediary.

"TalkCharge Website" – Refers to https://www.talkcharge.com, registered by TalkCharge, serving as a medium to communicate and inform users about services provided by TalkCharge and TalkCharge Entities. This includes features, terms and conditions, as well as Our contact details.

"TalkCharge Entities" – signifies the group, affiliates, associates, and subsidiaries of TalkCharge.

"TalkCharge Platform" – Encompasses any platform owned/subscribed/used by TalkCharge Technologies Private Limited or any other TalkCharge Entities, including but not limited to websites, mobile applications, devices, URLs/links, notifications, chatbot, or any other communication medium used by TalkCharge Entities to deliver services to its Users.

"TalkCharge Services" – includes all services provided/to be provided by TalkCharge and TalkCharge Entities as a group, encompassing, but not limited to, Recharges, Bill Payments, Giftcards/Gift Vouchers, Payment Gateway, Loans, Gold sale & purchase, switch interface/access, among others.

"Service Providers" – Refers to any individual or group defined under the law whose services are utilized by TalkCharge or TalkCharge Entities to deliver intended Services to You through the TalkCharge Platform.

"Business Partners" – Refers to any individual or group defined under the law with whom TalkCharge or TalkCharge Entities maintain a contractual relationship, including but not limited to Merchants, Advertisers, Deal partners, Financial institutions, and switch interface partners.

"Participating Platforms / Merchant Partners" – Denotes websites and platforms that accept permitted TalkCharge Services for making payments against products or services offered by such platforms/partners.

"Terms of use"/"Terms and Conditions" – are used interchangeably and carry the same meaning.

Eligibility:

By utilizing TalkCharge Service and TalkCharge Platforms, You affirm that:-

• You are 18 years of age or older;
• You possess the capacity to enter into a contract or legally binding agreement;
• You hold the right, authority, and capability to enter into this Agreement, adhering to all provisions of the "terms of use" of TalkCharge Services.
• You are not prohibited or legally restricted from accessing or using services of TalkCharge or TalkCharge Entities under the laws of India.
• You are not assuming the identity of any person or entity, nor providing false information regarding your age or affiliation with any person or entity.

TalkCharge and TalkCharge Entities retain the right to suspend or terminate your contract to use the TalkCharge Platform in the event of any misrepresentation of the aforementioned conditions.

• The mandatory information and Officially valid document(s) “OVD”/ document details provided by you are accurate and truthful and belong to You.

Your Use of TalkCharge

You agree that:

• Unless otherwise permitted by TalkCharge in writing, You may only possess one account.
• Your use of the App/Website shall not violate any applicable law or regulation.
• Your use of the TalkCharge App, Website, Mobile and TalkCharge Platforms shall be only for personal purposes and will not be allowed for business or commercial transactions.
• All registration information you submit is truthful, complete and accurate and you agree to maintain accurate, complete and up-to-date account information in your account.
• You are responsible for all activity that occurs under your account.
• You are responsible for maintaining the confidentiality of the access credentials of your account and are fully responsible for all activities that occur under your account. You agree to immediately notify TalkCharge of any unauthorized use of your passcode or account or any other breach of security.
• You acknowledge and accept the responsibility for all transactions conducted through your Account. Whether through intentional or negligent actions, such as (i) providing access to your TalkCharge App to another person, (ii) allowing them to make transactions on your account, or (iii) conducting transactions on behalf of another person based on their instructions, including sharing Account password and one-time passwords or any other means, you will remain accountable for these transactions.
• You shall not indulge in decompiling, reverse engineering, disassembling content, removing any intellectual property right associated with the TalkCharge App, including our copyright, trademarks, trade secrets, designs, and patents, or other proprietary notices.
• You shall not access or use the TalkCharge App in any manner that (i) may be harmful to the operation of the TalkCharge App or its content; (ii) may be unlawful; (iii) maybe harmful to TalkCharge or to any other User; (iv) may hinder the other User’s enjoyment of the TalkCharge App; or (v) to defraud other Users, TalkCharge or any Commercial Partner.
• You shall not post, distribute, or otherwise transmit or make available any software or other computer files that contain a virus, other harmful component or malicious content, or otherwise impair or damage the TalkCharge App or any connected network, or otherwise interfere with any person or entity's use or enjoyment of the TalkCharge App.
• You shall not delete or modify any content of the TalkCharge App or Website.
• Your use of the TalkCharge App shall indicate that you have provided consent to automatically receive updates such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, ‘Updates’), for the purpose of effective delivery of the TalkCharge Services. Please note that your continued use of the TalkCharge App following such Updates would mean deemed acceptance by you of the same.
• You acknowledge and agree that the availability of products, services, and rewards on the TalkCharge App may vary across geographic areas. You may not be eligible for all the products, services, and rewards offered by TalkCharge on the TalkCharge App or other TalkCharge Platforms. TalkCharge retains the right to determine the availability and eligibility for any product, services, offer and rewards presented on the TalkCharge App or any TalkCharge Platform.

Registration Process for TalkCharge Services

To unlock the complete range of TalkCharge Services, it is essential to sign up on the TalkCharge App and furnish us with accurate and comprehensive information. It is mandatory to maintain the completeness and accuracy of your accounts, KYC details, and contact information throughout the usage.

If your registered phone number on TalkCharge be transferred, surrendered, or deactivated for any reason, it is your responsibility to inform TalkCharge. This notification is crucial for TalkCharge to secure your account. If another individual wishes to register using the transferred, surrendered, or deactivated phone number, TalkCharge will need time to remove the details of the previous account holder and reset the account post certain verification. This process may take up to one (1) year from the date of the request or may be denied for security purpose.

Conduct on TalkCharge Website(s) and Application(s)

To utilize TalkCharge Services, you must furnish information about yourself during the signup process or as part of your service utilization. You commit to providing accurate, correct, and up-to-date information, acknowledging that certain services may necessitate additional details, including personal and sensitive information. Prompt reporting of any unauthorized usage of your TalkCharge Wallet, loss of a mobile device, or any circumstance leading to unauthorized usage of your TalkCharge Account is your responsibility.

In case of any wrong/incorrect transaction erroneously by you to any operator, TalkCharge is not liable for refund under any circumstances.

Providing incorrect, inaccurate, or incomplete information gives TalkCharge the right to suspend, terminate, or block access to the TalkCharge Platform in accordance with applicable law without further notice.

You are responsible for maintaining the confidentiality of login information and secure access credentials for your TalkCharge account. All activities under your account using these secure credentials are your responsibility, and TalkCharge is not liable for any unauthorized changes or actions.

Accessing the TalkCharge Platform through unauthorized means is strictly prohibited and considered unauthorized access. Any attempt or access through automated, unethical, or unconventional means is forbidden. You are solely responsible for any consequences, losses, or damages incurred by TalkCharge due to unauthorized activities, which may result in criminal or civil liability.

Using any automatic device, program, algorithm, or methodology to access, acquire, copy, or monitor any part of the TalkCharge Platform or its content, or attempting to obtain materials not purposely made available through the platform, is not allowed.

You agree that TalkCharge records will be conclusive evidence in case of any dispute regarding transactions carried out through TalkCharge Services.

All customer communications from TalkCharge shall be sent via SMS and/or email and deemed received after submission to SMS/email service providers.

By agreeing to use TalkCharge Services, you also agree to receive all commercial and transactional messages from TalkCharge/Merchant.

You commit to using TalkCharge Services in good faith and compliance with all applicable laws and regulations.

You are solely responsible for the payment of taxes, duties, levies, or financial charges imposed on products or services purchased or supplied by a Merchant or arising from online transactions.

Third-Party Terms and Conditions

TalkCharge and its affiliated entities may facilitate third-party services through the TalkCharge Platform. It is essential to understand that we do not own these services, and you may be required to accept the respective terms and conditions associated with these third-party services. Additionally, providing additional information may be necessary to access products or services offered by third parties on the TalkCharge Platform. It is important to note that TalkCharge bears no liability for information collected by third-party websites or applications, and we cannot provide indemnification for any actions taken by third parties.

Offers

TalkCharge or its affiliated entities may extend invitations for your participation in various offers periodically. By engaging in such offers, you commit to adhering to the specific terms and conditions linked with each offer. These offers may be presented by third parties on TalkCharge Platforms, and agreeing to the unique terms and conditions set by these third parties may be required. Furthermore, you acknowledge that offers extended to users may differ among individuals.

TalkCharge retains the right to disqualify you from any offer if you fail to meet the eligibility criteria or for various reasons, including but not limited to the misuse of the offer, misrepresentation, fraud, or engagement in suspicious transactions/activities. This includes compliance with PMLA directives, and such actions may be taken at our sole discretion without prior notice.

Communication

TalkCharge and its affiliated entities may reach out to you using the contact information you provided during your engagement, including but not limited to signing up, making transactions, or availing third-party products or services on the TalkCharge Platform.

We will send communication alerts through emails, SMS, push notifications, or other advanced technologies. You acknowledge that disruptions in communications may occur due to factors beyond our control, such as your phone being switched off, an incorrect email address, or network interruptions. You agree not to hold TalkCharge liable for non-delivery of any alert or any loss suffered due to communication delays, distortions, or failures.

It is your responsibility to ensure the accuracy of the contact details you share with us, and you should promptly update us regarding any changes. By authorizing us, you agree to allow TalkCharge to contact you and communicate with you regarding any TalkCharge Service or Offer(s). We may use third-party service providers to send alerts or communicate with you. You further authorize TalkCharge and its affiliated entities to override the Do Not Disturb (DND) settings to reach out to you via calls, SMS, emails, or any other mode of communication.

Intellectual Property Rights

All content on the TalkCharge website and mobile application, including images, illustrations, audio clips, and video clips, is safeguarded by copyrights, trademarks, and other intellectual property rights of TalkCharge, TalkCharge Entities, or Business Partners. The material on the website is intended solely for your personal, non-commercial use. You are prohibited from copying, reproducing, republishing, uploading, posting, transmitting, or distributing such material in any manner, whether directly or indirectly, including by email or other electronic means. You are also prohibited from assisting any other person in doing so. Any modification of the materials, use of the materials on any other platform or networked computer environment, or use of the materials for any purpose other than personal, non-commercial use without the prior written consent of the owner is a violation of copyrights, trademarks, and other proprietary rights, and is strictly prohibited.

Violation of Terms of Use / Suspicious Activity

If we determine that you have breached any of the conditions outlined in these Terms of Use, our Privacy Policy, Supplemental Terms applicable to certain services, or any agreements consented to via the TalkCharge App or website, we retain the right to suspend your access to the TalkCharge App and/or terminate your account without prior notice. In cases where we detect suspicious or unusual activities associated with your account, we may temporarily or permanently suspend your access to TalkCharge Services.

Moreover, if we suspect that you are engaging in the following actions:

• Utilizing any feature, offer, or reward promotion in a disingenuous manner (e.g., placing orders without genuine intent, or intending to cancel most of them later);
• Exploiting features not meant for your use;
• Engaging in activities to artificially inflate (or deflate) your transaction volume or usage of the App (e.g., breaking down payments into numerous smaller transactions to pay rent or TalkChargeit card bills);
• Deliberately circumventing fair use restrictions;
• Gaining an unfair or unethical advantage over other Users or Commercial Partners;
• Causing losses or harm to Commercial Partners intentionally,

then TalkCharge reserves the right to reverse the relevant transaction, suspend your account, or restrict your access to the App in whole or in part, including specific features. If you have any questions or concerns regarding such suspension or deletion, you can contact the TalkCharge support team for assistance.

Additionally, if a user threatens an employee or director, contacts other users to harm the company's goodwill or reputation, creates groups aimed at such activities, or engages in similar malicious behaviour, appropriate actions will be taken by TalkCharge in accordance with its policies.

Termination

You consent that TalkCharge, at its sole discretion, may terminate your contract without prior notice and restrict your access to the TalkCharge application if we determine that you have violated the terms of use. In the event that TalkCharge incurs losses, not limited to monetary losses, due to your actions, we reserve the right to seek injunctive relief or any other legal action deemed necessary in the circumstances. TalkCharge is not held liable for any loss you may incur due to termination.

Limitation of Liability

In no event shall TalkCharge, TalkCharge Group Entities, their officers, shareholders, subsidiaries, associate companies, directors, employees and agents, partners, co-branders, licensors, licensees, consultants, or contractors be liable to you or any third party for any special, incidental, indirect, consequential or punitive damages or losses whatsoever, or damages for loss of data or profits, goodwill, and/ or other intangible loss, whether or not foreseeable and regardless of whether TalkCharge has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with your use of, or access to, the TalkCharge Platforms, TalkCharge App or TalkCharge Services. The liability, however caused and arising from the use of or inability to use the Services, whether in contract, tort, negligence, warranty, or otherwise, shall not exceed the amount paid by you for using the Services that gave rise to the cause of action or Rupees One Hundred (Rs. 100), whichever is less.

Indemnification

You agree to indemnify and hold harmless TalkCharge, TalkCharge Entities, its owner, licensee, affiliates, subsidiaries, and group companies (as applicable), as well as their respective officers, directors, agents, and employees, from any claim, demand, or actions, including reasonable attorneys' fees, made by any third party or penalty imposed due to or arising out of your breach of this Terms of Use, Privacy Policy, and other policies, or your violation of any law, rules, or regulations, or the rights (including infringement of intellectual property rights) of a third party.

Force Majeure

A Force Majeure Event shall refer to any event beyond the reasonable control of TalkCharge, including but not limited to war, riots, fire, flood, acts of God, explosion, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, pandemic, computer hacking, unauthorized access to computer data and storage devices, computer crashes, acts of state, governmental, legal, or regulatory actions prohibiting or impeding TalkCharge Entities from performing their respective obligations under the contract.

Dispute, Governing Law & Jurisdiction

This Agreement, along with the rights and obligations therein, as well as the relations between the parties and all matters arising under or in connection with this Terms of Use, encompassing the construction, validity, performance, or termination thereof, shall be governed by and interpreted in accordance with the laws of the Republic of India. Without prejudice to amicable settlement attempts, the courts in Gurgaon, Haryana, shall hold exclusive jurisdiction over all matters arising in connection with your utilization of the TalkCharge Services or other matters covered herein.

Disputes, differences, or concerns, if any, should be raised within 30 days of the occurrence or non-occurrence of an event related to TalkCharge Services, except in the case of unauthorized transactions on Your TalkCharge Account, which must be reported as soon as You identify the issue. Investigation for such disputes is subject to the terms of use of the TalkCharge Platform.

Disclaimers

In our continuous innovation and improvement efforts, we may occasionally add or remove features and functionalities, adjust limits to our TalkCharge Services, introduce new services, or discontinue old ones on TalkCharge Platforms. Such changes can also occur due to the discontinuation of any service or offering on the TalkCharge Platform by third-party service providers or business partners.

We may record or monitor our interactions with You for records and to monitor the quality of our conversations.

Any content downloaded or obtained through the use of our Platform is done at your own discretion and risk. We cannot guarantee that such documents or contents are error or virus-free, and You understand and acknowledge that you are solely responsible for any damage to your devices or any loss of data resulting from the download of such contents.

TalkCharge and third-party partners make no warranty, express or implied, regarding the quality of Services, including but not limited to:

• The Services will meet your requirements;
• The Services being uninterrupted, timely, or error-free; or
• Any products, information, or material obtained by You in connection with the services will meet Your requirements.

Except as expressly provided herein and to the fullest extent permitted by law, the TalkCharge Services are provided "as is," "as available," and "with all faults." All such warranties, representations, conditions, undertakings, and terms, whether express or implied, are hereby excluded. It is Your responsibility to evaluate the accuracy, completeness, and usefulness of the TalkCharge Services and other information provided by TalkCharge or generally available. We do not authorize anyone to make any warranty on our behalf, and You should not rely on any such statement.

If you have a dispute with other parties, you release TalkCharge (and our affiliates and officers, directors, agents, and employees thereof) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

TalkCharge Rewards/Cashback Program

TalkCharge may, at its discretion, offer incentives in the form of rewards to users, which can be redeemed according to their preferences.

By agreeing to use TalkCharge Services in this regard, users acknowledge and agree to the following terms and conditions:

• TalkCharge reserves the right to provide rewards/cashback to users in accordance with its internal policies, as determined by TalkCharge from time to time.
• In the case of cashback rewards, all applicable terms and conditions related to cashback issuance and usage, as outlined in the 'Cashback / Wallet Balance Limit' section of TalkCharge Terms and Conditions, will continue to apply.
• TalkCharge retains the right to withdraw rewards/cashback from a user's account, either before or after redemption or can take any legal action, if suspicious, fraudulent activities, violation of reputation, unauthorized disclosure of users or company’s information, gathering user data, establishing online communities without any prior notice.
• Upon the issuance of a reward/cashback by TalkCharge, users must claim the reward within thirty (30) calendar days from the granting or provision of the reward. Failure to claim the reward within this period will result in forfeiture/cancellation.
• The receipt of a reward/cashback is not guaranteed in any manner.
• TalkCharge may utilize personal information for promotional purposes without seeking additional consent or providing compensation to the user.
• This offer is not available in the states where prohibited by law, it is sole users responsibility to not avail the rewards according to law in their state and do not misuse the rewards in any such manner.
• Customers' participation in any offer implies their understanding and agreement to the complete terms and conditions associated with each offer.
• TalkCharge reserves the right to cancel rewards that have already been paid to users, upcoming rewards, and to convert all rewards to super rewards. Super rewards entitle users to use only 1% of all rewards when transacting on the TalkCharge website and mobile application. TalkCharge also reserves the right to add a convenience fee to any type of rewards/cashback paid via the TalkCharge offers policy. It is the user's responsibility to review the terms before availing any rewards or cashback or offers or any other similar or same terms.

Recharge and Bill Payment

General Terms for Recharge & Pay Bills:

Users are advised that TalkCharge acts solely as a facilitator of payments and is not a party to the actual payments.

TalkCharge facilitates Recharge and Pay Bills services, allowing users to make payments for Mobile Post-paid, Prepaid Recharge, landline Phone Bill Payment, DTH, and other Utility Payments (such as Electricity, LPG, etc.). Additionally, services like Credit Card Payment, Internet broadband and Data card Bill Payment, Municipal Tax & Water Tax payment and other services provided by TalkCharge from time to time under the "Recharge and Pay Bills" section of the mobile app. These services can be availed either through a) aggregators with whom TalkCharge has a contract, or b) through the Bharat Bill Payment Operating Unit (BBPOU) infrastructure, where the Merchant is registered with NPCI for Bill payments.

Setting up Recharge & Pay Bills:

To initiate recharge or bill payments, users must provide unique customer identity/subscription identity number, bill number, registered mobile number, registered telephone number, or other necessary identifiers required to fetch payment/subscription details, bill value, subscription plan, due date, outstanding amount, and other relevant information. Users authorize TalkCharge to access, fetch, share, use, and store information related to their account with the Merchant for Recharge & Bill Pay Services on an ongoing basis.

Users acknowledge the importance of providing correct information for fetching accurate bills and subscription values and confirm responsibility for the correctness of the identifier information. The amount to be paid, recharged, or subscribed to is considered an agreement between the user and the Merchant, with TalkCharge having no obligation to verify its correctness.

Users agree to keep account information up-to-date and comply with terms and conditions; otherwise, TalkCharge reserves the right to suspend the account or deny services. Users also agree that sharing user identifier data, location/state, KYC information, or any other personal information with the Merchant/biller for tax/GST purposes is necessary for providing Recharge & Bill Pay Services.

Indemnification

You agree to not hold TalkCharge responsible and/or liable for any issue or claim arising out for any dispute whatsoever between You and the payment gateway or Your bank or the Counterparty (including but not limited to billers and the BBPS system).

You shall keep TalkCharge indemnified and hold TalkCharge harmless in the case of any third-party claims against TalkCharge (whether by the Counterparty, payment gateway, bank, any government authority or any other Person) for the payments made or attempted to be made by You (or any other Person through your account) using TalkCharge Services/Wallet.

Communication and Authorization:

Users agree and authorize TalkCharge to communicate with the Merchant, third-party service providers, aggregators, using account information for transaction processing. TalkCharge may set up reminder and auto-payment facilities, and users understand that payments made to the Merchant for Recharge and Bill Pay are non-refundable.

Charges:

Users may incur charges for access, third-party payments, or other data fees from third-party payment participants and/or Billers, and users expressly agree not to hold TalkCharge liable for such charges. TalkCharge also reserves right to add, enable remove the fee on any type of services which are offered via TalkCharge or its merchants or its Payment partner.

Your Responsibilities:

In connection with the use of TalkCharge Recharge & Pay Bills, users are responsible for:

• Verifying transaction history and notifications about the success or failure of transactions.
• Bearing charges levied by the Merchant/Biller related to Recharge & Pay Bills services.
• Tracking periodic bills, subscription fees, and recharge expiries, as TalkCharge is not responsible for technical issues related to bill retrieval or any errors/discrepancies.

User Errors:

If users make errors in sending payments (e.g., to the wrong party, wrong biller, double payment, or wrong amount), their only recourse is to contact the Merchant/Party for a refund. TalkCharge will not reimburse or reverse erroneously made payments.

Disclaimers:

Users agree that all risks arising from online transactions will be borne by them. TalkCharge and third-party partners make no warranty, express or implied, regarding the quality of services.

The Internal Wallet feature is provided "as is," "as available," and "with all faults." All warranties, representations, conditions, undertakings, and terms, whether express or implied, are excluded. Users are responsible for evaluating the accuracy, completeness, and usefulness of the services and information provided by TalkCharge.

Other Terms:

All other terms, including User Registration, Privacy, User Responsibilities, Indemnification, Governing Law, Liability, Intellectual Property, Confidentiality, and General Provisions, are deemed to be incorporated into these Terms of Use by reference to the General Terms.