TERMS OF SERVICE

This Services Agreement (Agreement) is a legal agreement betweenJuspay Technologies Private Limited(Breeze, us, or we) and constitutes a binding contract and governs Merchant's acquisition and use of Breeze Services. By accepting this Agreement by executing an Order Form that references this Agreement you (the Merchant, you) agree to be bound by the terms of this Agreement. By using any of the Breeze Services, Merchant agrees to be bound by this Agreement, as may be updated from time to time. If you are entering into this Agreement on behalf of a company, organization or another legal entity, you represent that you have the authority to bind such legal entity to this Agreement.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Juspay and Merchant are hereinafter individually referred to as "Party" and collectively as "Parties".

1. DEFINITIONS
   1. "Applicable Law" shall mean any statute, regulation, circular, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, government approval, directive, guideline or any form of decision of, or determination by, or any interpretation, policy or administration, having the force of law, by any national, state or local agency, ministry, public official, court or other governmental organization of India, including all tax laws and Reserve Bank of India (RBI) Act, 1934 and the rules thereunder, Information Technology Act, 2000 and the rules made thereunder, Payment and Settlement Systems Act, 2007 and the rules made thereunder.
   2. Breeze Account means an End User's Breeze account created by End User's acceptance of the Breeze terms of service and privacy policy.
   3. Breeze Services is a technology integrated with the Merchant's website or application, that provides a single end-to-end checkout experience to the End-User, collectively refers to it's web-based platform including its Software Development Kit (SDK), application programming interface (API(s)), any other products or services offered by Juspay now or in the future (including, but not limited to, enabling Merchants to accept and process payments from End Users via various payment instruments including but not limited to credit card, debit card, prepaid-wallets, UPI, prepaid cards, credit products and other alternative payment methods), the applicable documentation, and support pages, as each may be updated from time to time, and all intellectual property contained therein.
   4. Confidential Information means any business or technical information disclosed by one party to the other party, provided that it is identified as confidential at the time of disclosure or under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.
   5. Documentation means documentation and support pages provided by Juspay relating to the Breeze Services.
   6. "End User" shall mean potential or active e-commerce consumer, that accesses Breeze Services through the Merchant's website or application for one-click checkout experience facilitated by Juspay.
   7. End User Data means the data, information and other content associated with an End User's Breeze Account.
   8. "Breeze's Property" means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information acquired, created, developed or licensed by Juspay under this Agreement, prior to or outside the scope of this Agreement and any improvement, modification, extension or other derivative works thereof and all intellectual property rights thereto including without limitation the Service, client libraries, Documentation. Juspay Property excludes Customer Data.
   9. Merchant Data means (i) the data and information input or uploaded into the Breeze Services by Merchant; (ii) all information, data and other content provided by Juspay to the Merchant in connection with End-User's authorized use of the Breeze Services in connection with .
   10. Payment Service Provider (PSP) means payment aggregators, bank payment gateways, direct banks, wallet providers, payment containers and credit product issuers;
   11. "Order Form" means the document Merchant uses to order the Breeze Services signed by Merchant and Juspay.
   
   
2. PURPOSE
   1. In consideration for the fees to be paid by the Merchant to Juspay as contained in Annexure II of this Agreement, Juspay agrees to:
   1. Enable and permit, for the duration of the Term (defined below), the integration of the Juspay's Breeze Services with the website or application of the Merchant in accordance with the terms of this Agreement, and in a manner to be jointly determined by Juspay and the Merchant may access and use Breeze Services solely for its internal business purposes in accordance with this Agreement.
   2. Both Parties acknowledge and agree that in order to use Breeze Services on Merchant's website or application, through the Juspay, the End User would be required to accede to the Juspay Terms and Conditions (link to the terms and conditions) and Privacy Policy (link to the privacy policy) .
   
   
3. VALIDITY AND TERMINATION
   1. This Agreement will commence on the Effective Data as the listed in the Order Form (Effective Date) of this Agreement. The Agreement is valid from the Effective Date and shall remain in full force and effect, until either of the Parties terminate the Agreement in accordance with the terms of this Agreement.
   2. Termination on Notice
      (i) Either Party can terminate this Agreement on convenience by providing 30 (thirty) days prior written notice to the other Party.
      (ii) However, if the Merchant and Juspay have agreed on a lock-in-period of 3 (three) months from the date of go live then termination by Merchant can be initiated only at the end of lock-in-period
   3. Termination on breach
      (i) In the event of breach of any term of this Agreement by a Party, the non-breaching Party will provide 30 (thirty) days to the breaching Party to cure such breach and the non-breaching Party will have a right to terminate this Agreement with immediate effect in case the breaching Party fails to rectify the breach within such period.
      (ii) Juspay may terminate this Agreement with immediate effect, without liability, upon written notice if(i) the Merchant has experienced a material adverse change in its financial condition; (ii) Merchant or any of Merchant's officers or employees appear to have been involved in fraudulent or illegal activity; or (iii) Merchant's activities may be reasonably considered to damage, injure, tarnish or otherwise negatively affect the reputation and goodwill of Juspay.
   4. Effect of termination:
      Upon termination of this Agreement for any reason whatsoever, Breeze shall cease the performance of services under this Agreement and Merchant shall immediately discontinue the use of Juspay Products. In the event of termination of this Agreement, the Merchant shall be liable to pay all dues to Juspay under this Agreement pertaining to the services rendered by Juspay up to the date of termination. Merchant remains liable for any refunds and/or End User disputes initiated after the expiration or termination date. On the expiration or termination of this Agreement, for whatsoever reason, each party shall immediately cease to use the Confidential Information of the other Party, and shall immediately either return all Confidential Information including any copies thereof to the other Party, or shall destroy such Confidential Information upon written request of the Disclosing Party and shall confirm this destruction to the other Party.


4. MERCHANT'S OBLIGATIONS
   1. Merchant shall to the extent applicable to it, at all the times act in compliance with all laws, rules, regulations, circulars, notifications, guidelines set by RBI/Card Networks/acquiring banks/payment service providers issued from time to time.
   2. Merchant shall bear and be responsible for the payment of all relevant taxes (including any applicable withholding taxes) applicable to the Merchant and due upon the services related to the customer orders received through the Merchant's website/ app.
   3. The Merchant represents and warrants that it is engaged in a lawful business and has all necessary rights and authorizations to sell and distribute its products and/or services.
   4. Merchant shall provide reasonable level of customer support to its customers and Merchant shall be solely responsible for all service issues relating to its customer's products and services, including pricing, order fulfillment, order cancellation, returns, refunds and adjustments, chargebacks, rebates, functionality and warranty, and technical support.
   5. Merchant is fully responsible for the security of Merchant Data on Merchant's website, through Merchant's app, in connection with products or services Merchant provides, or otherwise in Merchant's possession and shall comply with all Applicable Laws and rules in connection with Merchant's collection, security and dissemination of any personal, financial, or transaction information.
   6. Merchant will give Juspay at least 30 days' prior notification of it's intent to change itss current product or services types, Merchant's trade name, or the manner or types of payments Merchant accepts, to the extent that such change materially changes the nature of the Merchant's business. Merchant will provide Juspay with prompt notification if Merchant is the subject of (i) any voluntary or involuntary bankruptcy or insolvency petition or proceeding; (ii) any card network investigative action; (iii) a change of control of Merchant's business; and/or (iv) litigation that may materially affect Merchant's business.
   
   
5. REPRESENTATIONS AND WARRANTIES
   1. Merchant's Representations and Warranties.Merchant represents and warrants that:
      1. Merchant has the right, power, and ability to enter into and perform its obligations under this Agreement;
      2. Merchant will not (i) engage in any unfair, deceptive, or abusive acts or practices when utilizing the Breeze Services; (ii) submit any card transaction for processing that does not arise from the Merchant's sale of goods or service to a buyer customer, (iii) act as a payment intermediary or aggregator or otherwise resell Breeze Service on behalf of any third party; (iv) send what the Merchant believe to be potentially fraudulent authorizations or fraudulent card transaction;
      3. Merchant has obtained all necessary rights and consents under applicable law to disclose to Breeze and allow Breeze to collect, use, retain, and disclose any Merchant Data that Merchant provides to it or authorizes Breeze to collect under this Agreement, including information that Breeze may collect directly from Merchant's End Users via cookies or other means;
      4. Merchant will not use the Breeze Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Breeze Services.
   2. Juspay's Representations and Warranties: Juspay represents and warrants that:
   1. Juspay shall comply with all Applicable Laws applicable to the performance of its obligations and the exercise of its rights under this Agreement, including but not limited to compliance with, and rules related to, PCI-DSS.
   2. Juspay shall at all times and at its own expense (i) comply with all applicable laws, rules, regulations and governmental orders, now or hereafter in effect, relating to its performance of this Agreement; (ii) pay all fees and other charges required by such laws, rules and regulations and orders and (iii) maintain in full force and effect all licenses, permits, authorization, registration and qualifications from all Governmental departments and agencies to the extent necessary to perform its obligations hereunder.
   
   
6. INTELLECTUAL PROPERTY RIGHTS
   1. For the purposes of this Agreement, the term Intellectual Property Rights shall mean and include all existing and future copyright rights, trademark rights (including, without limitation trade names, trademarks, service marks, and trade dress), patent rights, trade secrets and all other intellectual property rights, vested or registered, and all renewals and extensions thereof, regardless of whether such rights arise under the laws of any state, country or jurisdiction.
   2. This Agreement does not grant the Merchant any right, title or interest in Juspay Property, its copyrights, trademarks, service marks or any other Intellectual Property Rights.
   3. The Parties agree and acknowledge that nothing contained herein shall be construed to convey, assign or transfer any ownership or proprietary interest, or any Intellectual Property Rights in the Merchant website or any part thereof, or Intellectual Property Rights and other properties of the Merchant to Juspay.
   4. Each party guarantees to the other that it shall neither itself impair the title of the other Party to any Intellectual Property Rights nor permit any third party to do so, either by infringement or creation of any lien or encumbrance on any such Intellectual Property Rights. Nothing contained in this Agreement grants Juspay any right, title in the Merchant's trademark or service marks.
   
   
7. DATA SECURITY
   1. Juspay maintains commercially reasonable administrative, technical and physical procedures to protect all the personal information collected, stored or handled by Juspay.
   2. Merchant warrants that it has taken such precautions as are necessary to ensure that Merchant's server and electronic systems are secure from breach or intrusion by unauthorized third parties. In the event that Merchant's system is breached, hacked or face any lapse in security and if an unauthorized third party has access to or has accessed end-user data or transaction data, Merchant shall within 48 hours of such breach, notify Juspay of such incident and shall take necessary steps to investigate the breach incident and take necessary measures to mitigate the risks.
   3. Merchant further agrees to cooperate with Juspay upon Juspay's request in Breeze's own compliance with PCI-DSS.The Merchant also agrees that the Merchant will use only PCI-DSS compliant payment service providers in connection with processing, storage or transmission of card data defined as a cardholder's account number, expiration date, and CVV. It is the Merchant's responsibility to comply with these standards, as applicable.
   4. In case of data hosted on cloud, then the same shall be hosted on servers located only within India and ensure compliance with applicable Indian legal and regulatory circulars.
   
   
8. NON-DISCLOSURE OF SENSITIVE INFORMATION
   1. The Parties agree that any Confidential Information (including any written, tangible and/ or intangible information) exchanged between the Parties or disclosed by either Party to the other from time to time shall be the Confidential Information of the disclosing Party and the receiving Party shall not disclose such confidential information to any third party without taking the prior written approval of the disclosing Party.The receiving Party will not use the disclosing Party's Confidential Information except as necessary under this Agreement and will not disclose Confidential Information to any third party except to those of its employees and subcontractors who have a business need to know such Confidential Information; provided that each such employee and subcontractor is bound to confidentiality restrictions consistent with the terms set forth in this Agreement.
   2. The obligation of confidentiality contained under this Section shall not apply to information: (i) which at the time of the disclosure is or already was in the possession of the receiving Party as evidenced by written documents; or (ii) which at the time of the disclosure was already in the public domain as evidenced by written documents; or (iii) which after the disclosure became generally available to the public through no fault of the receiving Party; or (iv) which was subsequently disclosed to the receiving Party by a third party having a lawful right to disclose the information and being under no obligation of confidentiality to the disclosing Party; or (v) which is required to be disclosed by the receiving Party to comply with Applicable Laws or governmental regulations/orders, provided that the receiving Party provides prior written notice of such disclosure to the disclosing Party so that disclosing Party can take reasonable and lawful actions to minimize the extent of such disclosure.
   3. The receiving Party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
   
   
9. WARRANTIES AND DISCLAIMERS
   1. Merchant Data Merchant represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Merchant Data as may be necessary to permit the use contemplated under this Agreement.
   2. Service- Juspay represents and warrants to Merchant that the Service will be provided in a professional manner in accordance with the terms of this Agreement. Juspay warrants solely to the Merchant that the Breeze Services will materially conform to the description set forth in this Agreement under normal use and circumstances when used consistently and in compliance with the terms of this Agreement. It is hereby clarified that Juspay shall use commercially reasonable efforts, to modify Breeze Services to correct any material non-conformity and this shall be Juspay's sole and exclusive liability and Merchant's sole and exclusive remedy for any breach of the warranty set forth in this Section 10.2. In the event that Juspay is unable to correct the material non-conformity in a reasonable period, Merchant may terminate the Agreement and receive a pro rata refund for the period of non-conformity.
   3. Disclaimers EXCEPT FOR AS PROVIDED IN CLAUSE 10.2, THE JUSPAY PRODUCTS AND SERVICES ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. JUSPAY DOES NOT REPRESENT OR WARRANT THAT BREEZE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ENTIRELY ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.JUSPAY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT WITH RESPECT TO THE BREEZE SERVICES PROVIDED UNDER THIS AGREEMENT. MERCHANT UNDERSTANDS AND AGREES THAT JUSPAY SHALL BEAR NO RISK WITH RESPECT TO MERCHANT'S SALE OF PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CARD FRAUD OR CHARGEBACKS.
   4. Merchant assumes sole responsibility and liability for results obtained from the use of the Breeze Services and for conclusions drawn from such use. Breeze will have no liability for any claims, losses, or damages (i) caused by errors or omissions in any Merchant Data or other information provided to Juspay by Merchant in connection with the Breeze Services or any actions taken by Juspay at Merchant's direction; (ii) arising out of or in connection with Merchant's use of any third-party products, services, software or websites that Merchant integrates with the Breeze Services; and/or (iv) arising out of or in connection with Merchant's unauthorized modifications to the Breeze Services.
   
   
10. INDEMNIFICATION
    1. The Merchant will defend, indemnify and hold harmless Juspay including, its affiliates, and its officers, directors, employees, and agents from any loss, damage, liability, claims, demand or cost (including reasonable attorneys' fees) (Claim) made or incurred by any third party due to or arising out of (i) Merchant's breach of this Agreement; (ii) chargebacks or refunds relating to the transactions contemplated under this Agreement; (iii) arising out of the negligence or intentional misconduct of Merchant's or its employees, contractors or agents; or (iv) arising out of Merchant's use of the Breeze Services other than as permitted by this Agreement. Provided that, Juspay shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to Merchant and shall permit Merchant to assume direction and control of the defense of any litigation or claims resulting therefrom (including the right to settle with the third party); and the Juspay shall cooperate, as requested, in the defense of the claim.
    
    
    2. Juspay agrees to indemnify and hold harmless the Merchant its affiliates, and its officers, directors, employees, and agents from any loss, damage, liability, claim, demand or cost (including reasonable attorneys' fees) made or incurred by any third party due to or arising out of (i) for any act of omission or commission or breach of obligations on the part of Juspay (iii) arising out of the negligence or intentional misconduct of Juspay or its employees, contractors or agents. The Merchant shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to Juspay and shall permit Juspay to assume direction and control of the defense of any litigation or claims resulting therefrom (including the right to settle with the third party); and the Merchant shall cooperate, as requested, in the defense of the claim.

The Merchant shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to Juspay and shall permit Juspay to assume direction and control of the defense of any litigation or claims resulting therefrom (including the right to settle with the third party); and the Merchant shall cooperate, as requested, in the defense of the claim.

The indemnities provided herein shall survive the termination of this Agreement.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. IN NO EVENT WILL JUSPAY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL EXCEED 6 MONTHS OF INVOICE VALUE PAYABLE TO JUSPAY BY MERCHANT.

12. MISCELLANEOUS
    1. Independent Contractors
       Juspay and Merchant are independent contractors. Nothing in this Agreement will be construed as creating any relationship such as joint venture, partnership, association of persons, employer-employee, principal-agent or franchisor-franchisee between the Parties. Save as otherwise expressly provided under this Agreement, this Agreement is not intended to be for the benefit of any third party, and is not enforceable by any third person, and shall not confer upon any third party any right, privilege, remedy, claim or other right.
    2. Order of Preference
       In the event of a conflict between this Agreement and the Order Form, the order of preference will be this Agreement, then the Order Form, unless the special contractual terms section of the Order Form clearly specifies the section of the Agreement and/or Exhibit to be modified.
    3. No Waiver
       A Party does not waive any right under this Agreement by failing to insist on compliance with any terms of this Agreement or by failing to exercise its rights hereunder. Any waiver granted hereunder is effective only if recorded in writing signed by the Party granting that waiver.
    4. Governing Law and Jurisdiction
       Any disputes arising out of this Agreement shall be governed by and construed in accordance with the laws of India. Parties agree that any legal action or proceeding arising out of or in connection with this Agreement shall be subject to the courts in Bengaluru only and irrevocably submits to the exclusive jurisdiction of Bengaluru Courts only.
    5. Notices.
       Notices will be sent to the addresses set forth in the Order Form. The notices will be deemed to have been given upon: (i) the date actually delivered in person; (ii) within 3 (three) days after the date sent by registered post or courier; or (iv) the same day sent by email tolegal@juspay.in .
    6. Force Majeure
       Should any Party be prevented in performing its obligations under the terms of this Agreement by reason of any force majeure circumstances such as amendment in laws or regulations, action by any authority, local or otherwise, riots, insurrection, war, terrorist action, acts of God and unforeseen circumstances beyond its control, the Party claiming force majeure shall not be held liable for any compensation to the other Party except to the payment obligations agreed between the Parties under Annexure III ''Commercials''. The cost of unused services shall be returned to Merchant, if already paid.
    7. Severability
       If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the Parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.
    8. Assignment
       Neither Party shall assign the rights and obligations under this Agreement to any third party (other than holding or subsidiary companies or subsidiary companies of holding company) without obtaining written consent of the other Party and such consent shall not be withheld unreasonably.
    9. Marketing Activities.
       Each party may identify the other party as a customer including, but not limited to, use of the other party's name and logo on its website, customer lists and similar marketing materials. Neither party may issue a press release relating to this Agreement without the other party's prior written consent.
    10. Entire Agreement
        This Agreement supersedes any and all agreements between Merchant and Juspay. This Agreement, together with any schedules, annexures is the entire Agreement and expresses the complete exclusive and final understanding of the parties with regard to the subject matter herein and may not be altered, amended or modified except in writing and signed by the parties.

SERVICE LEVEL AGREEMENT

Juspay will use commercially reasonable efforts to make Breeze Services available with an annual Uptime Percentage (defined below) of at least 99.9% during the Service Year.

• Service Year is the preceding 365 (three hundred and sixty five) days from the date of an SLA claim.
• Annual Uptime Percentage is calculated by subtracting from 100% (hundred) the percentage of number of minutes periods during the Service Year in which Express Checkout was in the state Unavailable
• Monthly Uptime Percentage is calculated by subtracting from 100% the percentage of number of minutes during the month in which Express Checkout, as applicable, was in the state of Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Express Checkout SLA Exclusion (defined below).
• Unavailable means Express Checkout is not able to process transactions because of factors internal to Juspay's servers or Juspay datacenter. This does not include failures because of bank payment gateways or failures because of Internet service providers or any other factor that is outside the control of Juspay. Juspay shall use all reasonable endeavors to restore the services and/or access to the Express Checkout as soon as reasonably possible.

Invoice Discount is calculated as a percentage of the total charges paid by you (excluding any one time payment) for Express Checkout for the monthly billing cycle in which the Service Unavailability occurred in accordance with the schedule below.

The above referred service commitment does not apply to any unavailability, suspension or termination of Express Checkout Account, or any other Express Checkout performance issues: (i) that result from an account suspension; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the control of Juspay; (iii) that result from any actions or inactions of the merchant or any third party relating to the merchant's Express Checkout account; (iv) that result from the merchant's software or other technology and/or third party software or other technology (vi) that result from any maintenance as provided; or (vii) arising from our suspension and termination of the merchant's right to use Express Checkout in accordance with this Agreement. If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may provide Invoice Discount considering such factors at our discretion.

Juspay will provide the Merchant with support service to resolve any issues relating to payment processing and use of Express Checkout with the SLAs listed below:

L1 Severity - 2 hours, email and phone

L2 Severity - 24 Hours, email and phone

L3 Severity - 7 days, email only

The Merchant agrees that Merchant shall be solely responsible for providing service to Merchant's customers for any and all issues related to Merchant's products and services, including but not limited to issues arising from the processing of customers' payment instruments through Express Checkout.

Merchant may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Software. All Feedback shall be solely owned by Juspay (including all intellectual property rights therein and thereto) and shall also be Juspay's Confidential Information. Merchant shall and hereby does make all assignments necessary to achieve such ownership.