Effective Date: May 1, 2025

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE OPTONPAY APPLICATION AND SERVICES.

1. Introduction and Agreement

These Terms and Conditions (“Terms,” “T&Cs”) govern your access to and use of the OptonPay mobile application (the “App”) and related services (collectively, the “Services”) provided by OptonPay (“OptonPay,” “we,” “us,” or “our”).

By downloading, installing, accessing, or using the App or Services, you (“User,” “you,” “your”) agree to be bound by these Terms and our Privacy Policy (available at Privacy Policy), which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you must not access or use the App or Services.

These Terms constitute a legally binding agreement between you and OptonPay.

2. Definitions

* *”App”*: The OptonPay mobile software application.

* *”Account”*: The user-specific account created to access and use the Services.

* *”KYC”*: Know Your Customer” process involving identity verification as required by law and OptonPay policy.

* *”Services”*: The payment facilitation, fund management, and related features offered through the OptonPay App.

* *”User Content”*: Any content submitted by users, such as profile information or feedback (excluding transactional data).

3. Eligibility

To use the Services, you must:

* Be at least 18 years old.

* Be a resident of India.

* Have the legal capacity to enter into binding contracts.

* Successfully complete our Account registration and any required KYC/identity verification processes.

* Not be barred from using the Services under applicable law or by OptonPay.

You represent and warrant that you meet these eligibility requirements.

4. License to Use the App

Subject to your compliance with these Terms, OptonPay grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the App on a compatible mobile device that you own or control, solely for your personal, non-commercial use of the Services.

5. Account Registration and Security

* *Registration:* You must register for an Account to use the Services. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

* *KYC/Verification:* You agree to cooperate fully with our KYC and identity verification procedures, which may require submitting personal identification documents and other information. Failure to complete verification may restrict or prevent your use of the Services.

* *Security:* You are responsible for safeguarding your Account credentials (password, PIN, etc.) and for all activities that occur under your Account. You must notify OptonPay immediately of any suspected or actual unauthorized access or use of your Account. OptonPay is not liable for any loss or damage arising from your failure to protect your Account credentials.

6. Description of Services

OptonPay provides a platform to [*Briefly and accurately describe what OptonPay does – e.g., facilitate peer-to-peer payments, allow users to add funds, pay merchants, manage balances linked to the Service, etc.*]. The Services rely on third-party financial institutions and networks. While we strive for seamless operation, we are not responsible for delays or failures caused by these third parties.

7. User Conduct and Restrictions

You agree not to use the Services for any purpose that is illegal, fraudulent, or prohibited by these Terms. You specifically agree not to:

* Engage in any activity that violates any applicable local, state, national, or international law or regulation (including anti-money laundering laws).

* Provide false, inaccurate, or misleading information.

* Use the Services for fraudulent purposes or in connection with any criminal activity.

* Infringe upon the intellectual property rights of OptonPay or any third party.

* Reverse engineer, decompile, disassemble, or attempt to derive the source code of the App.

* Transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature.

* Interfere with or disrupt the integrity or performance of the Services or the data contained therein.

* Use the Services to harass, abuse, or harm another person.

* Attempt to gain unauthorized access to the Services, other user Accounts, or our computer systems.

* Use the Services for commercial purposes without our express written consent.

8. Fees and Payments

* *Service Fees:* OptonPay may charge fees for certain Services. Any applicable fees will be disclosed to you prior to completing a transaction or using a fee-based service. [*Specify your fee structure clearly here or link to a separate Fee Schedule page – e.g., “Transaction fees apply as per our Fee Schedule available at [Link]”*].

* *Payment Terms:* You authorize OptonPay and its designated payment processors to charge or debit your linked payment methods (bank account, card) for applicable fees and transactions initiated through the App.

* *Third-Party Fees:* You are responsible for any fees charged by third parties in connection with your use of the Services (e.g., bank overdraft fees, mobile data charges).

* *Taxes:* You are responsible for determining and paying any taxes applicable to transactions conducted through the Services.

* *Refunds:* [*Clearly state your refund policy, if any. E.g., “Transactions processed through OptonPay are generally final and non-refundable except as required by law or explicitly stated in our Refund Policy [Link]”*].

9. Intellectual Property Rights

All rights, title, and interest in and to the Services and App, including all associated intellectual property rights (copyrights, trademarks, patents, trade secrets, logos, graphics, software), are and shall remain the exclusive property of OptonPay and its licensors. These Terms do not grant you any rights to use OptonPay’s trademarks, logos, or other brand features.

10. Third-Party Services and Links

The Services may integrate with or contain links to third-party websites, applications, or services (e.g., banks, payment gateways). OptonPay does not control and is not responsible for these third-party services, their content, or their privacy practices. Your use of third-party services is subject to their respective terms and policies.

11. Disclaimers of Warranties

THE APP AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, OPTONPAY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

OPTONPAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. OPTONPAY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. YOU USE THE SERVICES AT YOUR OWN RISK.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPTONPAY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE APP OR SERVICES, EVEN IF OPTONPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OPTONPAY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (I) THE AMOUNT OF FEES PAID BY YOU TO OPTONPAY FOR THE SERVICES IN THE [*e.g., THREE (3)] MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (II) [e.g., FIVE THOUSAND INDIAN RUPEES (INR 5,000)*].

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Indemnification

You agree to defend, indemnify, and hold harmless OptonPay, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your use of the Services caused damage to a third party. This indemnification obligation will survive the termination of these Terms and your use of the Services.

14. Termination

* *By You:* You may terminate these Terms at any time by closing your Account and ceasing to use the Services. [*Specify procedure, e.g., via app settings or contacting support*].

* *By OptonPay:* We may suspend or terminate your Account and access to the Services, with or without notice, for any reason, including but not limited to:

    * Violation of these Terms or the Privacy Policy.

    * Fraudulent, illegal, or suspicious activity.

    * Failure to comply with KYC/verification requirements.

    * Extended periods of inactivity.

    * As required by law or regulatory authorities.

    * Discontinuation of the Services.

* *Effect of Termination:* Upon termination, your right to use the Services will cease immediately. We may delete your Account information, subject to our data retention obligations under law and our Privacy Policy. Any funds held in your Account upon termination will be handled in accordance with applicable regulations and our internal procedures [*Crucial: Define this process clearly – e.g., allowing withdrawal within X days, subject to holds for investigation if applicable*]. Sections like Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution shall survive termination.

15. Governing Law and Dispute Resolution

* *Governing Law:* These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

* *Dispute Resolution:* Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, “Disputes”) shall be resolved as follows:

* *Negotiation:* The parties shall first attempt to resolve any Dispute amicably through good faith negotiation.

* *Jurisdiction:* If the Dispute cannot be resolved through negotiation within [*e.g., thirty (30)] days, the parties agree that the Dispute shall be subject to the exclusive jurisdiction of the competent courts located in [Specify Jurisdiction – e.g., Bargarh, Odisha, or a major city like Bhubaneswar or Delhi – CONSULT LEGAL ADVICE*], India.

* *[Alternative: Arbitration Clause – CONSULT LEGAL ADVICE]: * If you prefer arbitration: “If the Dispute cannot be resolved through negotiation within [e.g., thirty (30)] days, it shall be referred to and finally resolved by binding arbitration administered by [Specify Arbitration Body, e.g., the Delhi International Arbitration Centre (DIAC)] in accordance with its rules. The seat of the arbitration shall be [Specify City, e.g., Bargarh/Bhubaneswar/Delhi]. The language of the arbitration shall be English. The award rendered by the arbitrator(s) shall be final and binding on both parties. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration.” Note: Arbitration clauses need careful drafting.

16. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least [*e.g., 15 or 30*] days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Notification may be provided via the App, email, or other means. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms.

17. Miscellaneous

* *Entire Agreement:* These Terms and our Privacy Policy constitute the entire agreement between you and OptonPay regarding the Services and supersede all prior agreements or understandings.

* *Severability:* If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

* *Waiver:* Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

* *Assignment:* You may not assign or transfer these Terms or your rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction.

* *Notices:* Any notices or other communications required or permitted hereunder will be in writing and given by OptonPay via email, posting within the App, or other electronic means.

18. Contact Us

If you have any questions about these Terms and Conditions, please contact us at:

OptonPay Legal Team

Email: support@optonpay.com

Address: Module- 613, 614, 5th Floor, SDF Building, Salt Lake, Sector V, Kolkata- 700 091