Common use of Chargebacks Clause in Contracts

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation 2.1 If a Facility Provider communicates to Merchant. In Razorpay POS the case receipt of a failure Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback rests with You. Subject to pay availability of funds, Razorpay POS upon receipt of a Chargeback upon such presentment, in addition to any other remedies Request shall forthwith deduct Chargeback Amount from the Transaction Amounts which may be exercised by Servicersused, Merchant agrees based on the decision of the Facility Provider, either to pay a late charge a) process Chargeback in favour of one and one half percent (1.5%the customer or b) per month or portion thereofcredit to You. For the avoidance of doubt, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized ▇▇▇▇▇▇▇▇ POS shall be entitled to deduct the amount Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay POS documents and information pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of goods / services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 2.2 You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay POS to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer's Payment Instrument. 2.3 Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay POS then You agree and acknowledge that ▇▇▇▇▇▇▇▇ POS is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any Chargebacks of Your other funds held by Razorpay POS in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then ▇▇▇▇▇▇▇▇ POS is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.4 On the issuance of notice of termination of this Specific Terms of Use for Payment Aggregation Services or the General Terms of Use, Razorpay POS reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage ( defined hereinbelow ) for a period of one hundred and fees from any settlement amounts due to Merchant or twenty (120) days (“ Withholding Term”) from the Reserve Accountdate of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Razorpay POS shall transfer the unutilized amounts, if any, or collect to You forthwith upon completion of the Withholding Term. Thestipulated percentageis the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms. 2.5 Notwithstanding anything in this Specific Terms of Use, if the amount withheld, as specified above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then ▇▇▇▇▇▇▇▇ POS is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.6 The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any other meansloan cancellation requests, including by debit You need to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect respond to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection Razorpay POS within 7 working days with a Chargebacksuitable response. If loan is to be cancelled, or any other reason, Merchant shall then the same needs to be solely responsible for the liability related informed to such ChargebackRazorpay POS and if cancellation request is to be declined then You need to provide proof of delivery and justification. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded For loans which would get cancelled on the Sales Draft. (d) The Sales Draft is a duplicate basis of a prior Card transaction or is Your confirmation, the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs amount would be recovered from the amount which Merchant presents for paymentdaily settlement. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation 2.1 If a Facility Provider communicates to Merchant. In Razorpay the case receipt of a failure Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback rests with You. Subject to pay availability of funds, Razorpay upon receipt of a Chargeback upon such presentment, in addition to any other remedies Request shall forthwith deduct Chargeback Amount from the Transaction Amounts which may be exercised by Servicersused, Merchant agrees based on the decision of the Facility Provider, either to pay a late charge a) process Chargeback in favour of one and one half percent (1.5%the customer or b) per month or portion thereofcredit to You. For the avoidance of doubt, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized ▇▇▇▇▇▇▇▇ shall be entitled to deduct the amount Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay documents and information pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 2.2 You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer’s Payment Instrument. 2.3 Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay then You agree and acknowledge that ▇▇▇▇▇▇▇▇ is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any Chargebacks of Your other funds held by Razorpay in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.4 On the issuance of notice of termination of the Terms, Razorpay reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage ( defined hereinbelow ) for a period of one hundred and fees from any settlement amounts due to Merchant or twenty (120) days (“ Withholding Term ”) from the Reserve Accountdate of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, or collect to You forthwith upon completion of the Withholding Term. The stipulated percentage is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms. 2.5 Notwithstanding anything in this Specific Terms of Use, if the amount withheld, as specified above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.6 The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any other meansloan cancellation requests, including by debit You need to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect respond to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection Razorpay within 7 working days with a Chargebacksuitable response. If loan is to be cancelled, or any other reason, Merchant shall then the same needs to be solely responsible for the liability related informed to such ChargebackRazorpay and if cancellation request is to be declined then You need to provide proof of delivery and justification. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded For loans which would get cancelled on the Sales Draft. (d) The Sales Draft is a duplicate basis of a prior Card transaction or is Your confirmation, the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs amount would be recovered from the amount which Merchant presents for paymentdaily settlement. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation 2.1. If a Facility Provider communicates to Merchant. In Razorpay the case receipt of a failure Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback, whether domestic or international, under the Terms solely rests with You. You further agree that it is Your sole discretion whether to pay avail non-3D secure services or not and additional terms for the same will apply as set out in the Merchant dashboard. Subject to availability of funds, Razorpay upon receipt of a Chargeback upon such presentmentRequest shall forthwith deduct Chargeback Amount from the Transaction Amounts, in addition to any other remedies which may be exercised by Servicersused, Merchant agrees based on the decision of the Facility Provider, either to pay a late charge a) process Chargeback in favour of one and one half percent (1.5%the customer or b) per month or portion thereofcredit to You. For the avoidance of doubt, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized ▇▇▇▇▇▇▇▇ shall be entitled to deduct the amount Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay documents and information (“Chargeback Documents”) pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 2.2. You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer's Payment Instrument. 2.3. Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any Chargebacks of Your other funds held by Razorpay in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.4. On the issuance of notice of termination under the Terms, Razorpay reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage (defined hereinbelow) for a period of one hundred and fees from any settlement amounts due to Merchant or twenty (120) days (“Withholding Term”) from the Reserve Accountdate of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, or collect to You forthwith upon completion of the Withholding Term. The ‘Stipulated Percentage' is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms. 2.5. Notwithstanding anything in the Terms, if the amount withheld pursuant to clause 2.4 above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.6. The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any other meansloan cancellation requests, including by debit You need to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect respond to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection Razorpay within seven (7) working days with a Chargebacksuitable response. If loan is to be cancelled, or any other reason, Merchant shall then the same needs to be solely responsible for the liability related informed to such ChargebackRazorpay and if cancellation request is to be declined then You need to provide proof of delivery and justification. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded For loans which would get cancelled on the Sales Draft. (d) The Sales Draft is a duplicate basis of a prior Card transaction or is Your confirmation, the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs amount would be recovered from the amount which Merchant presents for paymentdaily settlement. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All The Merchant (Customer) is responsible for any and all Chargebacks are due for which the Schemes Rules has determined the Merchant (Customer) as liable, as well as Schemes fines, assessments and fees related to or arising out of such Chargebacks, and will pay the Bank upon presentation to Merchant. In demand, the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the face amount of any Chargebacks Chargebacks. Once the Merchant (Customer) is enrolled for 3Dsecure, then risk of Chargeback under the Schemes Rules will be reduced. the Bank shall have the absolute right, at any time and fees without notice, to charge back to you, and deduct, withdraw or set-off from payments due to you from transactions or from the settlement account, if applicable, any settlement reserve account, any other account or from amounts due to Merchant (Customer), for the full amount of any item designated by the Bank. The Merchant (Customer) shall reimburse the Bank for any Chargebacks, return items, or other losses resulting from the Reserve Account, if any, or collect by any other means, including by debit Merchant’s (Customer) failure to Account. Merchant acknowledges and agrees that it is bound produce a Card Transaction record requested by the Rules with respect Bank within the applicable time limits. The Bank shall have the right to any Chargeback. debit the Merchant’s (Customer) incoming Chargebacks, through the settlement account and to charge such Chargebacks to Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement(Customer), including without limitation, for and by way of example, in any of the following reasonssituations: (a) The Sales Draft is illegible, not signed by the Cardholder or has not A. Where goods have been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods returned or services purchased, or receive cancelled by a required credit adjustment, or disputes the quality of the goods or services purchased. Cardholder (fConsumer/ Buyer) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder (Consumer/ Buyer) requested a Credit Record and such Credit Record was not processed by the Merchant (Customer) within three (3) Business Days; B. Where the Transaction is for a type of Product sold other than as disclosed in the Merchant (Customer) Application portion of this Merchant (Customer) Agreement and approved in advance by the Bank and the sales transaction was charged back; C. Where a Cardholder (Consumer/ Buyer) contends or disputes entering into or authorizing in writing to the Card transaction Bank or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement.Issuing Bank that: (i) Servicers reasonably determine that Products were not received by the Card transaction is Cardholder (Consumer/ Buyer); or (ii) Products received by a Cardholder (Consumer/ Buyer) do not bona fide or is subject conform to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty the description on the part of Merchant or Merchant’s agents or employees.Sales Record; or (jiii) Products were sold in a misleading fashion or manner by the Merchant fails to provide (Customer); or (iv) Products were defective; or (v) The dispute reflects a claim or defense authorized against issuers or creditors by a governmental agency, a relevant statute or regulation; D. Where a Sales Draft Record or legible copy thereof to Servicers Credit Record was not received by the Bank as required in accordance with the terms of this Merchant (Customer) Agreement; E. Where the Sales Record was not completed as required by this Merchant (Customer) Agreement or the Rules; F. The Cardholder (Consumer/ Buyer) has certified in writing to the Bank or the Issuing Bank that the Cardholder (Consumer/ Buyer) did not make or authorize such a transaction (i) Where the Issuing Bank or the Bank has information or belief that the Merchant (Customer) fraud occurred at the time of the transaction(s), whether or not such transaction(s) was properly Authorized by the Issuing Bank, and the Cardholder (Consumer/ Buyer) neither participated in nor authorized the transaction(s); G. In any other situation where the Sales Record was executed or depository credit was given to the Merchant (Customer) in circumstances constituting a breach of any representation or warranty of the Merchant (Customer) or in violation of the Rules, whether or not a transaction is charged back by the Issuing Bank. If, with respect to any one of the Merchant’s (Customer) outlets, the amount of any Card counterfeit or fraud incidences becomes excessive, in the sole and absolute discretion of the Bank, the Merchant (Customer) may be charged back for all Transactions and this Merchant (Customer) Agreement shall be terminated immediately for cause. The Merchant (Customer) understands that the Bank may assess a Chargeback Fee for each Chargeback plus the amount of any Chargeback fines or penalties assessed by VISA or MasterCard or Union Pay International against the Bank for Transactions arising from the activities of Merchant (Customer), or any other charges as may be established by the Bank from time to time. Furthermore, the Bank may assess Merchant (Customer) a fee for processing any fines or penalties that may be charged by VISA or MasterCard or Union Pay at the sole and absolute discretion of the Bank. If the actual Card is “not present”, Merchant (Customer) understands and acknowledges that the Merchant (Customer) bears one hundred percent (100%) of the risk of Chargeback under the Rules, for all Card Transactions and any fees resulting from such Card “not present” transactions and hereby agrees, without limiting any other provisions in this Merchant (Customer) Agreement, to hold the Bank harmless from any losses, claims, and costs arising from or associated with all such Card Transactions, including any Authorizations. Merchant (Customer)’s obligation to pay chargebacks shall survive the termination or expiration of this Merchant (Customer) Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may The Sellers shall be exercised by Servicers, Merchant agrees to pay a late charge of one responsible for and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules shall indemnify Purchaser with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. all (i) Servicers reasonably determine chargebacks in respect of Finished Goods identifiable to shipments by the Sellers prior to the Closing Date, and (ii) chargebacks in respect of Finished Goods that are not identifiable or linkable to shipments to the extent they arise within one hundred twenty (120) calendar days following the Closing Date (the chargebacks referenced in clause (ii), the “Unidentifiable Chargebacks” and the chargebacks referenced in clauses (i) and (ii), collectively, the “Seller Chargebacks”); provided, however, that the Card transaction is not bona fide or is subject Sellers shall have the exclusive right to negotiate, authorize and approve each Seller Chargeback; provided, that the Sellers are acting in good faith and in a reasonably prudent business manner consistent with Sellers’ past practices; provided further, that the Sellers shall only be responsible for and shall only indemnify Purchaser with respect to Seller Chargebacks in excess of the amounts reserved for Seller Chargebacks in the Closing Date Balance Sheet. Purchaser shall be responsible for and shall indemnify the Sellers with respect to any claim and all (i) chargebacks in respect of illegalityFinished Goods identifiable to shipments by Purchaser or its Affiliates on or after the Closing Date and (ii) chargebacks in respect of Finished Goods that are not identifiable or linkable to any shipments to the extent they arise on or after the one hundred twenty-first (121st) calendar day following the Closing Date (collectively, cancellationthe “Purchaser Chargebacks”); provided, rescissionhowever, or offset for any reason whatsoeverthat Purchaser shall have the exclusive right to negotiate, including without limitationauthorize and approve each Purchaser Chargeback; provided, negligence, fraud or dishonesty on that the part of Merchant or MerchantPurchaser is acting in good faith and in reasonably prudent business manner consistent with Purchaser’s agents or employeespast practices. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation Bank shall have the right to Merchant. In the case of a failure chargeback to pay a Chargeback upon such presentment, in addition to Borrower any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Purchased Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by that remains unpaid ninety (90) calendar days after the Cardholder or has not been presented to Servicers within the required time-frames.invoice date; (b) The Sales Draft does not contain the Imprint with respect to which there has been a breach of a valid unexpired Card.any warranty, representation, covenant or agreement set forth in this Agreement; (c) A valid authorization number has not been correctly and legibly recorded on with respect to which the Sales Draft.Account Debtor asserts any Adjustment, or (d) The Sales Draft that is a duplicate owed by an Account Debtor who has filed, or has had filed against it, any bankruptcy case, insolvency proceeding, assignment for the benefit of a prior Card transaction creditors, receivership or is the result of two insolvency proceeding, or more Card transactions generated for a single sale. who has become insolvent (e) The Cardholder alleges that he or she did not participate as defined in the saleUnited States Bankruptcy Code) or who is generally not paying its debts as such debts become due. Upon demand by Bank, authorize Borrower shall pay to Bank the use full face amount of any Purchased Account that is to be charged back pursuant to this Section 3.2, or to the extent partial payment has been made, the amount by which the face amount of such Purchased Account exceeds such partial payment, together with any attorneys’ fees and costs incurred by Bank in connection with collecting such Purchased Account (collectively, the “Chargeback Amount”), Bank shall advise Borrower regarding how the Chargeback Amount shall be paid, which may be by any one or a combination of the Cardfollowing, receive goods in Bank’s sole discretion: (1) payment in cash immediately upon demand; (2) deduction from or services purchasedoffset against any Remittance that would otherwise be payable to Borrower; (3) payment from any Advances that may otherwise be made to Borrower; (4) adjustment to the Reserve pursuant to Section 1.2 hereof; or (5) delivery of substitute Accounts and a Schedule of Accounts acceptable to Bank, or receive which Accounts shall constitute Purchased Accounts. In the event Borrower does not pay the Chargeback Amount with three (3) business days of verbal notice from Bank, the Borrower shall pay Bank a required credit adjustment, or disputes the quality fee equal to two percent (2.00%) of the goods or services purchased. face amount of such Purchased Account (f) The price “Delinquent Invoice Fee”). Payment of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision this fee does not excuse Borrower’s performance of its obligations under this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation 3.1. If a Facility Provider communicates to Merchant. In Razorpay the case receipt of a failure Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback, whether domestic or international, under the General Terms of Use or any Specific Terms of Use thereunder rests with You. You further agree that it is Your sole discretion whether to pay avail non-3D secure services or not. Subject to availability of funds, Razorpay upon receipt of a Chargeback upon such presentment, in addition to any other remedies Request shall forthwith deduct Chargeback Amount from the Transaction Amounts which may be exercised by Servicersused, Merchant agrees based on the decision of the Facility Provider, either to pay a late charge a) process Chargeback in favour of one and one half percent (1.5%the customer or b) per month or portion thereofcredit to You. For the avoidance of doubt, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized ▇▇▇▇▇▇▇▇ shall be entitled to deduct the amount Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay documents and information (“ Chargeback Documents ”) pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of goods / services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 3.2. You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer’s Payment Instrument. 3.3. Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any Chargebacks of Your other funds held by Razorpay in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 3.4. On the issuance of notice of termination of this Specific Terms of Use for Payment Aggregation Services or the General Terms of Use, Razorpay reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage ( defined hereinbelow ) for a period of one hundred and fees from any settlement amounts due to Merchant or twenty (120) days (“ Withholding Term ”) from the Reserve Accountdate of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, or collect to You forthwith upon completion of the Withholding Term. The ‘ Stipulated Percentage ’ is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms. 3.5. Notwithstanding anything in this Specific Terms of Use, if the amount withheld pursuant to Clause 3.4 above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 3.6. The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any other meansloan cancellation requests, including by debit You need to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect respond to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection Razorpay within 7 working days with a Chargebacksuitable response. If loan is to be cancelled, or any other reason, Merchant shall then the same needs to be solely responsible for the liability related informed to such ChargebackRazorpay and if cancellation request is to be declined then You need to provide proof of delivery and justification. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded For loans which would get cancelled on the Sales Draft. (d) The Sales Draft is a duplicate basis of a prior Card transaction or is Your confirmation, the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs amount would be recovered from the amount which Merchant presents for paymentdaily settlement. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All (i) Sellers shall use Reasonable Efforts to terminate all Contracts of Sellers providing for payment of Chargebacks are due upon presentation to Merchantgovernment and commercial customers with respect to Products (“Chargeback Contracts”) effective no later than five (5) Business Days following the Closing. In Sellers shall continue to honor all such Chargeback Contracts for the case period necessary to comply with the termination language thereof. Sellers shall not assign to Buyer and Buyer shall not assume any of the Chargeback Contracts. Promptly following the Closing, Sellers shall issue a failure letter to pay a the trade (wholesalers and distributors) and to government and commercial Chargeback upon customers advising such presentmentcustomers of sellers’ responsibilities in connection with Chargeback Contracts and associated Chargebacks and administrative fees. (ii) With respect to wholesaler chargebacks and any associated administrative or service fees related to sales of Products sold by or on behalf of the Sellers or sold by or on behalf of Buyer (“Vendor Chargebacks”), in addition such Vendor Chargebacks shall be deemed to any other remedies which may have “occurred” on the date that the applicable wholesaler ships the related Product to its customer. For each wholesaler, Sellers shall be exercised financially responsible for all Vendor Chargebacks arising out of sales of Products by Servicerssuch wholesaler during to the applicable Chargeback Period. Thereafter, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on Buyer shall be financially responsible for all unpaid Vendor Chargebacks. Servicers are authorized to deduct Each Party shall invoice the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules Party on a monthly basis with respect to any Chargeback. Merchant further acknowledges that it is solely responsible Vendor Chargebacks for providing Servicers with any available information which the other Party bears responsibility and as to re-present which the invoicing Party issues a Chargeback credit or otherwise makes payment, which invoice shall include detail of such Vendor Chargebacks on an itemized basis, and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any the other reason, Merchant Party shall be solely responsible for the liability related to pay all such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: invoices within thirty (a30) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-framesdays after its receipt thereof. (biii) The Sales Draft does Notwithstanding anything to the contrary contained in this Section 8.16, the Parties acknowledge that the VA National Acquisition Center must approve the removal of the Products from Sellers’ FSS Contract and Buyer must enter into a FSS Contract with the VA National Acquisition Center before the responsibility for processing FSS Chargebacks is transferred from Sellers to Buyer. Accordingly, in the event such approval is not contain obtained and such agreement is not in place prior to the Imprint Closing Date, Sellers shall continue to be responsible for processing the FSS Chargebacks on Buyer’s behalf until such approval is obtained, and Buyer shall reimburse Sellers for the actual FSS Chargebacks paid for such Products sold by Buyers after the Closing Date. If required pursuant to the terms of any Seller FSS Contract, Sellers shall, from and after the Closing Date, use commercially reasonable efforts to obtain from the applicable federal government contracting officer or agency a valid unexpired Cardwritten consent to the subcontracting of such FSS Contract to Buyer. From and after the Closing Date until such time as Buyer enters into a replacement contract with respect to the FSS Contract or until all Inventory under King’s NDC numbers is depleted, (i) Buyer shall honor and perform all obligations of the Sellers under and pursuant to the FSS Contract with respect to supplying the applicable Products to a Third Party after the Closing Date at the prices required by such FSS Contract, (ii) Sellers shall not cause or permit any of the Products to be deleted from such FSS Contract, (iii) the Sellers shall maintain such FSS Contract in full force and effect, and (iv) Buyer shall be entitled to enjoy the benefits, and Buyer shall be required to bear the burden, of such performance. Buyer shall use commercially reasonable efforts to enter into a replacement contract with respect to the FSS Contract as soon as practicable. (civ) A valid authorization number has not been correctly Sellers shall provide Buyer with all information relating to the Products and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is prices thereof that Buyer reasonably requires in order to comply with applicable rules and regulations relating to Pub. L. 102-585 as it relates to the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use FSS and Section 340B of the CardPublic Health Services Act. When requested, receive goods or services purchasedsuch information shall be provided by Sellers to Buyer promptly, or receive a required credit adjustmentand in any event, or disputes the quality of the goods or services purchasedwithin ten (10) Business Days after Buyer’s written request therefor. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation 3.1. If a Facility Provider communicates to Curlec the receipt of a Chargeback Request, then the Merchant will be notified of the Chargeback. The Merchant agrees that liability for Chargeback, whether domestic or international, under the Agreement or any SOF thereunder rests with the Merchant. In The Merchant further agrees that it is the case sole discretion of the Merchant whether to avail non-3D secure services or not. Subject to availability of funds, Curlec, upon receipt of a failure to pay a Chargeback upon such presentment, in addition to any other remedies Request shall forthwith deduct the Chargeback Amount from the Transaction Amounts which may be exercised by Servicersused, Merchant agrees based on the decision of the Facility Provider, either to: (a) process Chargeback in favour of the Customer; or (b) credit to pay a late charge the Merchant. For the avoidance of one and one half percent (1.5%) per month or portion thereofdoubt, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized ▇▇▇▇▇▇ shall be entitled to deduct the amount Chargeback Amount upon receiving a Chargeback claim. The Merchant shall furnish to Curlec documents and information (“Chargeback Documents”) pertaining to the Transaction associated with the Chargeback Request in order to substantiate: (i) the completion of any Chargebacks the aforesaid Transaction; and/or (ii) delivery of goods/services sought by the Customer pursuant to the said Transaction. The Merchant shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 3.2. The Merchant agrees that (i) if the Merchant is unable to furnish Chargeback Documents; and/or (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by the Merchant, then the Facility Provider shall be entitled to order Curlec to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the Customer’s Payment Instrument. 3.3. Notwithstanding anything in this Agreement, if the Facility Provider charges the Chargeback Amount from Curlec, the Merchant agrees and fees from any settlement amounts due acknowledges that ▇▇▇▇▇▇ is entitled to Merchant or recover such Chargeback Amount from the Reserve AccountMerchant by way of deduction from: (i) the Transaction Amount to be settled to the Merchant; and (ii) any other funds of the Merchant held by ▇▇▇▇▇▇ in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Curlec is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. The Merchant shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 3.4. On the issuance of notice of termination of this SOF or the Agreement, Curlec reserves the right to withhold from each settlement made after the date of such notice, a sum computed based on a Stipulated Percentage (defined hereinbelow) for a period of one hundred and twenty (120) days (“Withholding Term”) from the date of termination of this SOF or this Agreement (as the case may be). The sums so withheld shall be maintained in a separate dedicated account and shall only be utilised towards settlement of Chargebacks. After processing such Chargebacks, ▇▇▇▇▇▇ shall transfer the unutilized amounts, if any, or collect by any other means, including by debit to Accountthe Merchant forthwith upon expiry of the Withholding Term. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or “Stipulated Percentage” is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use proportion of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality Chargeback Amounts out of the goods or services purchased. (f) The price of goods or services on total Transaction Amounts settled during the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision subsistence of this AgreementAgreement until the termination of this SOF or this Agreement (as the case may be). (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation In certain circumstances, Card Issuers, Card Schemes and/or Other Financial Institutions refuse to Merchant. In the case Settle a Transaction or require repayment from us in respect of a failure to pay a Chargeback upon such presentmentTransaction previously settled and/or Remitted, in addition to any other remedies which notwithstanding that Authorisation may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or have been obtained from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges Card Issuer and/or Other Financial Institution (such circumstances being a "Chargeback"). (i) You acknowledge and agrees agree that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or you may be required to reimburse us for Chargebacks in circumstances where you have accepted payment in respect of the relevant Transaction and even if Merchant has breached this Agreement, including without limitation, you are under no legal liability for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder supply or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality performance of the goods or services purchasedconcerned. (fii) The price All Chargebacks shall correspond to the whole or part of goods or services the Settlement value of the original Transaction or, at our option, to an amount converted to the Settlement currency from the currency of Chargeback by the Card Scheme to Us at the rate of exchange quoted by us for Settlement purposes on the Sales Draft differs from day the amount which Merchant presents for paymentChargeback is processed. (giii) The Card transaction results Where a Chargeback occurs, we shall immediately be entitled to debit Your Merchant Bank Account and/or make a deduction from an Internetany Remittance and/or invoice you to recover: 1. the full amount of the relevant Chargeback; and 2. any other costs, mailexpenses, phone liabilities or preauthorized order and the Cardholder disputes entering into Fines which we may incur as a result of or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account numberin connection with such Chargeback ("Chargeback Costs"). (hiv) Servicers reasonably believe in their discretion that A Chargeback represents an immediate liability from You to Us and where the full amount of any Chargeback and/or any Chargeback Costs is not debited by Us from Your Merchant has violated Bank Account or deducted from any provision Remittance or invoiced, then We shall be entitled to otherwise recover from You by any means the full amount of this Agreementsuch Chargeback and Chargeback Costs (or the balance thereof, as the case may be). (iv) Servicers reasonably determine that We shall not be obliged to investigate the validity of any Chargeback by any Card transaction is not bona fide Issuer, Card Scheme or is subject to Other Financial Institution, whose decision shall be final and binding in respect of any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employeesChargeback. (jvi) Merchant fails As Chargebacks may arise a considerable period after the date of the relevant Transaction, You acknowledge and agree that, notwithstanding any termination of the Subscription for any reason, We shall remain entitled to provide recover Chargebacks and Chargeback Costs from You (and, where relevant, from any Person who has provided Us with a Sales Draft guarantee or legible copy thereof security relating to Servicers Your obligations under the Subscription) in accordance with this Agreementrespect of all Chargebacks that occur in relation to Transactions effected during the term of the Subscription. (kvii) We reserve the right to immediately pass on to you and recover from you any Fines incurred and/or impose further charges on you and/or terminate the Subscription forthwith if we consider that the total value of Refunds and/or Chargebacks is unreasonable. We can recover Fines from you in the same way as Chargebacks and in any event they represent an immediate liability from you to us. (viii) If we consider in good faith that there is a high risk of Chargeback, You shall on demand by us put such funds into Your Merchant Bank Account as we shall not initiate a Card transaction in an attempt to collect a Chargebackrequire covering such risk.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. 6.1 Merchant acknowledges and agrees that it is bound by in certain circumstances, Card Issuers, Payment Schemes or other financial institutions may (i) refuse to settle a transaction or (ii) impose Chargebacks on PayU (or the Rules Merchant Acquiring Bank, in accordance with respect to any Chargeback. clause 6.12). 6.2 The Merchant further acknowledges agrees that it is solely responsible may be required to reimburse PayU for providing Servicers with any available information to re-present a Chargeback and that, regardless Chargebacks where the Merchant has accepted payment in respect of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, the relevant transaction (even if the Merchant shall be solely responsible are under no legal liability for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, supply or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality performance of the goods or services purchasedconcerned). Where applicable, the Merchant must respond to cardholder disputes and handle Chargebacks in accordance with Payment Scheme Rules. (f) The price 6.3 All Chargebacks shall correspond to the whole or part of goods the settlement value of the original transaction or, if applicable, at the option of PayU, to an amount converted to the settlement currency from the currency of Chargeback by the Card Issuer, Payment Scheme or services other financial institution to PayU at the rate of exchange quoted by PayU for settlement purposes on the Sales Draft differs day the Chargeback is processed. 6.4 Where a Chargeback occurs, PayU shall immediately be entitled to recover from the Merchant – 6.4.1 the full amount which Merchant presents for paymentof the relevant Chargeback; and 6.4.2 any other costs, expenses, liabilities or Fines incurred as a result of or in connection with such Chargeback ("Chargeback Costs"). (g) The 6.5 A Chargeback represents an immediate liability from the Merchant to PayU. 6.6 PayU shall not be obliged to investigate the validity of any Chargeback by any Card transaction results Issuer, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargeback. 6.7 As Chargebacks may arise a considerable period after the date of the relevant transaction, PayU shall remain entitled to recover Chargebacks and Chargeback Costs from an Internetthe Merchant in respect of all Chargebacks, mail, phone even after the termination of the contractual relationship between the Merchant and PayU. 6.8 PayU may immediately pass on and recover from the Merchant any Fines or preauthorized order further charges incurred as a result of or in connection with Chargeback Costs and/or terminate this Agreement and the Cardholder disputes entering into or authorizing Services provided hereunder if PayU in its sole opinion considers that the Card transaction or the Card transaction has been made on an expired or non-existing account numbertotal value of Refunds and/or Chargebacks is unreasonable. 6.9 It is the Merchant's responsibility to prove to PayU's satisfaction (hor that of the relevant Card Issuer or other financial institution) Servicers reasonably believe in their discretion that Merchant has violated any provision the debit of this Agreementa customer's account was authorised by such customer. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject 6.10 The Merchant agree to any claim of illegalityprocess returns of, cancellationand provide refunds and adjustments for, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers products sold and/or payment collected through its merchant site in accordance with this Agreement, the acquiring banks instructions and card association rules. The Merchant understands that all refunds must be routed through the same acquiring bank payment gateway through which the transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the transaction refunded. (k) 6.11 The Merchant agrees and confirms that it shall not initiate remain solely liable after the termination of the Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by PayU, acquiring banks, Payment Schemes and/or Customers and for all claims and proceedings arising against PayU and/or an acquiring bank with respect to the Agreement. 6.12 Without limiting the generality of this clause 6, in respect of Chargebacks and Refunds in the event that the Merchant has its own Merchant Acquiring Account, the Merchant acknowledges and agrees that by having it its own Merchant Acquiring Account with an Acquiring Bank for the receipt of Services by PayU, and as such, all Chargebacks, Chargeback Costs and terms and conditions associated to Chargebacks are between the Merchant and the Merchant Acquiring Bank in a Card transaction in separate merchant agreement. The Merchant agrees and confirms that it shall remain solely liable after the termination of the Agreement for refunds, penalties, loss, damages or cost incurred by the Merchant, acquiring banks, Payment Schemes and/or Customers and for all claims and proceedings arising against PayU South Africa and/or an attempt acquiring bank with respect to collect a Chargebackthe Agreement.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In 6.1 If applicable, the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect in certain circumstances, Card Issuers, Payment Schemes or other financial institutions may (i) refuse to any Chargeback. settle a transaction or (ii) impose Chargebacks on PayU. 6.2 The Merchant further acknowledges agrees that it is solely responsible may be required to reimburse PayU for providing Servicers with any available information to re-present a Chargeback and that, regardless Chargebacks where the Merchant has accepted payment in respect of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, the relevant transaction (even if the Merchant shall be solely responsible are under no legal liability for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, supply or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality performance of the goods or services purchasedconcerned). Where applicable, the Merchant must respond to cardholder disputes and handle Chargebacks in accordance with Payment Scheme Rules. (f) The price 6.3 All Chargebacks shall correspond to the whole or part of goods the settlement value of the original transaction or, if applicable, at the option of PayU, to an amount converted to the settlement currency from the currency of Chargeback by the Card Issuer, Payment Scheme or services other financial institution to PayU at the rate of exchange quoted by PayU for settlement purposes on the Sales Draft differs day the Chargeback is processed. 6.4 Where a Chargeback occurs, PayU shall immediately be entitled to recover from the Merchant: 6.4.1 the full amount which Merchant presents for paymentof the relevant Chargeback; and 6.4.2 any other costs, expenses, liabilities or Fines incurred as a result of or in connection with such Chargeback ("Chargeback Costs"). (g) The 6.5 A Chargeback represents an immediate liability from the Merchant to PayU. 6.6 PayU shall not be obliged to investigate the validity of any Chargeback by any Card transaction results Issuer, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargeback. 6.7 As Chargebacks may arise a considerable period after the date of the relevant transaction, PayU shall remain entitled to recover Chargebacks and Chargeback Costs from an Internetthe Merchant in respect of all Chargebacks, mail, phone even after the termination of the contractual relationship between the Merchant and PayU. 6.8 PayU may immediately pass on and recover from the Merchant any Fines or preauthorized order further charges incurred as a result of or in connection with Chargeback Costs and/or terminate this Agreement and the Cardholder disputes entering into or authorizing Services provided hereunder if PayU in its sole opinion considers that the Card transaction or the Card transaction has been made on an expired or non-existing account numbertotal value of Refunds and/or Chargebacks is unreasonable. 6.9 It is the Merchant's responsibility to prove to PayU's satisfaction (hor that of the relevant Card Issuer or other financial institution) Servicers reasonably believe in their discretion that Merchant has violated any provision the debit of this Agreementa customer's account was authorised by such customer. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject 6.10 The Merchant agree to any claim of illegalityprocess returns of, cancellationand provide refunds and adjustments for, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers products sold and/or payment collected through its merchant site in accordance with this Agreement, the acquiring banks instructions and card association rules. The Merchant understands that all refunds must be routed through the same acquiring bank payment gateway through which the transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the transaction refunded. (k) 6.11 The Merchant agrees and confirms that it shall not initiate a Card transaction in remain solely liable after the termination of the Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by PayU, acquiring banks, Payment Schemes and/or Customers and for all claims and proceedings arising against PayU and/or an attempt acquiring bank with respect to collect a Chargebackthe Agreement.

Chargebacks. All Chargebacks are due upon presentation Prior to Merchantthe First Sales Booking Date, Depomed shall process all chargeback claims for Products. In Beginning with the case of First Sales Booking Date, Santarus shall process all chargeback claims for Products. On a failure monthly basis, Depomed shall report to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on Santarus all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Accountchargeback claims for Products, if any, or collect for which Depomed is financially responsible pursuant to Section 9.3(b) that are processed by any other means, including it under the Chargeback Agreements and applied to the Depomed Chargebacks Reserve. Any chargeback claims for Products for which Depomed is financially responsible pursuant to Section 9.3(b) that are processed by debit Santarus under the Chargeback Agreements shall be invoiced to Account. Merchant acknowledges Depomed on a monthly basis and agrees that it is bound paid by Depomed within thirty (30) days after Depomed’s receipt thereof (and Depomed shall reduce the Depomed Chargebacks Reserve by the Rules with respect to any Chargebackamount of such invoice) until the balance in the Depomed Chargebacks Reserve is zero. Merchant further acknowledges that it is solely responsible All other chargeback claims for providing Servicers with any available information to re-present a Products under the Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant Agreements processed by Depomed shall be solely responsible invoiced to Santarus on a monthly basis and paid within thirty (30) days after Santarus’ receipt thereof. In the event there is any remaining Depomed Chargebacks Reserve as of April 1, 2012 (i.e., the Depomed Chargebacks Reserve as of the business day preceding the First Sales Booking Date, less any Product chargebacks processed against it pursuant to this Section 9.3(f)), Depomed shall remit payment to Santarus within thirty (30) days thereafter in the amount determined as follows: (i) for any remaining portion of Depomed Chargebacks Reserve taken prior to the liability related Effective Date, [***] of such remainder and (ii) for remaining portion of the Depomed Chargebacks Reserve taken from and after the Effective Date, the amount obtained by multiplying (x) [***] by (y) [***]. From and after determination of the amount payable to such Chargeback. Merchant understands and agrees that Card transactions are subject Santarus pursuant to Chargeback the immediately preceding sentence, for a variety purposes of reasons under the Rules, or if Merchant has breached this Agreement, including without limitationthe Depomed Chargebacks Reserve shall be zero. For clarity, Santarus shall bear financial responsibility for all chargeback claims for Products under agreements entered into by Santarus other than the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-framesChargeback Agreements. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft Lender may at any time charge back to the Companies’ account the amount of: (i) any Factor Risk Account which is illegiblenot paid in full when due for any reason other than Credit Risk as determined by Lender in its reasonable discretion; (ii) any Factor Risk Account which is not paid in full when due because of an act of God, civil strife, or war; (iii) anticipation (interest) deducted by a customer on any Account; (iv) Customer Claims; (v) any Client Risk Account which is not signed paid in full when due; and (vi) any Account for which there is a breach of any representation or warranty. A charge back does not constitute a reassignment of an Account; provided, however, Lender has the right in its sole discretion to reassign to any Company any Client Risk Account. Lender shall not bear the Credit Risk on any Account charged back to any Company. Lender shall immediately charge any deduction taken by a customer to the Cardholder or has not been presented to Servicers within the required time-framesappropriate Company’s account. (b) The Sales Draft does not contain Lender may at any time charge to the Imprint appropriate Company’s account the amount of: (i) payments Lender receives on Client Risk Accounts which Lender is required at any time to turnover or return (including preference claims); (ii) all remittance expenses (including incoming wire charges, currency conversion fees and stop payment fees), other than stop payment fees on Factor Risk Accounts; (iii) expenses, collection agency fees and reasonable attorneys’ fees incurred by Lender in collecting or attempting to collect any Client Risk Account or any Obligation; (iv) Lender’s fees for handling collections on Client Risk Accounts which any Company has requested Lender to process, as provided in the Guide; and (v) any loss, liability, claim or expense covered by the indemnity in the immediately following sentence. Each Company shall indemnify Lender for, and hold Lender harmless against, any loss, liability claim or expense of a valid unexpired Card. any kind (cincluding attorneys’ fees and disbursements) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. arising from: (di) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated any Customer Claims, (ii) any claim for a single sale. (e) The Cardholder alleges that he return of any payment on or she did not participate in the sale, authorize the use of the Card, receive goods or services purchasedrelating to any Client Risk Account, or receive (iii) any other matter, except for any claim for a required credit adjustment, return of any payment on or disputes relating to any Factor Risk Account and except for a claim resulting directly from and to the quality extent of the goods Lender’s gross negligence or services purchased. (f) willful misconduct. The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated foregoing indemnity shall survive any provision termination of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.