White-Label Reseller Agreement (White-label partners)

This document forms part of your agreement with Xscade Technologies Private Limited.

This White-Label Reseller Agreement (the "Reseller Agreement") is made between Xscade Technologies Private Limited, a company incorporated in India and the operator of GMBQrcode (gmbqrcode.com) ("Xscade", "we", "us" or "our"), and the business that registers as a white-label partner and accepts it ("Partner", "you" or "your").

1. Acceptance and structure

1.1 How you accept. You accept this Reseller Agreement and the other Partner Documents by ticking the acceptance box for each of them and completing the partner sign-up form or, for a new version, by accepting it in the Partner Panel. When you do, we record which document you accepted, its version, the date and time, your IP address and your browser's user agent. That record, read with the version of the document published at that time, is evidence of the agreement between us. The Agreement is an electronic contract formed under the Information Technology Act, 2000 and does not need a physical or digital signature.

1.2 Authority. The individual who accepts confirms that they are at least 18 years old and are authorised to bind the Partner. If you accept on behalf of a company, firm or other organisation, "you" means that organisation.

1.3 Business use. You enter into the Agreement for the purposes of your business and not as a consumer.

1.4 The Agreement. The agreement between you and us (the "Agreement") consists of:

(a) this Reseller Agreement;
(b) the Commission, Billing & Suspension Policy (the "Billing Policy");
(c) the Data Processing Addendum (the "DPA"); and
(d) the Acceptable Use Policy (the "AUP"),

(together, the "Partner Documents"), each in the version that applies to you under clause 18, together with any Special Terms under clause 19.2. The current versions are published at gmbqrcode.com/white-label/legal.

1.5 Other programmes. If you also take part in another Xscade programme, such as the Agency Partner Program, that programme is governed by its own terms and not by the Agreement.

2. Definitions

In the Partner Documents, unless the context requires otherwise:

"Billing Month" means a calendar month measured in India Standard Time (IST, UTC+05:30).
"Business Day" means a day other than a Saturday, Sunday or public holiday in Andhra Pradesh, India.
"Commission" means the fee you pay us for the Service, calculated under the Billing Policy.
"Commission Invoice" means the invoice we issue to you for the Commission for a Billing Month.
"Connected Razorpay Account" means the Razorpay merchant account that you own and connect to the Platform through the Partner Panel by entering its API keys.
"Customer-Facing Terms" means the terms of service, privacy policy, refund policy and any other terms on which you supply the Service to End Customers.
"End Customer" means a business or other person that registers an account on the Partner Site or subscribes to a Partner Plan, including its authorised users.
"End-Customer Data" has the meaning given in the DPA.
"End-Customer Payment" means a payment by an End Customer for a Partner Plan that is captured in your Connected Razorpay Account.
"Google Policies" means the policies, guidelines and terms that Google publishes for Google Maps and Google Business Profile reviews, user-contributed content, Business Profiles and the Google Business Profile APIs, as updated from time to time.
"Grace Period" has the meaning given in the Billing Policy.
"Intellectual Property Rights" means copyright, trade marks, service marks, trade names, domain names, rights in designs, patents, rights in software, databases and know-how, rights in confidential information and all similar rights anywhere in the world, whether or not registered.
"Marks" means the names and marks "GMBQrcode" and "Xscade", and any other name, logo or mark we use for the Platform.
"Partner Brand" means the brand name, logo, favicon, colours, tagline and other branding you configure in the Partner Panel.
"Partner Content" means the Partner Brand, Partner Plan names and descriptions, contact details and any other content you provide to us or configure on the Platform.
"Partner Domain" means the custom domain you connect under clause 4.4 or, if you have not connected one, the subdomain we assign to you under clause 4.3.
"Partner Panel" means the partner dashboard we make available at gmbqrcode.com/white-label.
"Partner Plan" means a subscription plan that you define in the Partner Panel, with your own name, description and prices, and that is mapped to one Platform Tier.
"Partner Site" means the white-labelled website and web application served on the Partner Domain, including your home and pricing pages, End-Customer sign-up and login, End-Customer dashboards, review pages and QR code destinations.
"Platform" means the GMBQrcode software, systems and infrastructure that we own or operate, including the white-label features, the Partner Panel and the technology behind the Partner Site.
"Platform Tier" means a feature tier of the Platform, currently "Pro" and "Elite". The Platform Tier mapped to a Partner Plan determines the features available to End Customers on that plan.
"Reviewer" means an individual who scans an End Customer's QR code, opens an End Customer's review link or review page, or submits a rating, feedback or review draft through it.
"Service" means the functionality of the Platform as made available to you and, through the Partner Site, to End Customers and Reviewers, including QR codes and review pages with AI-assisted review drafting, feedback routing, AI-generated replies to Google reviews, Google Business Profile post creation and scheduling, and ranking and profile analysis, as described for each Platform Tier in the Partner Panel.
"Suspension" means a restriction of the Service under clause 7 or the Billing Policy, and "Suspended" has a corresponding meaning.
"Term" has the meaning given in clause 15.1.

Words such as "including" and "for example" do not limit the words that precede them. Headings are for convenience only.

3. Appointment

3.1 Right to resell. Subject to the Agreement, we grant you, for the Term, a non-exclusive, non-transferable right to market, sell and provide the Service to End Customers under the Partner Brand, on the Partner Domain and only through the Partner Site. You may not sublicense this right except as stated in clause 3.2.

3.2 End-Customer access. You may permit End Customers to access and use the Service through the Partner Site, under your Customer-Facing Terms, for their own internal business purposes. You may not give End Customers any right to resell the Service.

3.3 Non-exclusivity. There is no exclusive territory and no minimum sales commitment. Nothing in the Agreement prevents us from selling the Service directly or through other partners, including in your market, or prevents you from selling other products.

3.4 Independent parties. You resell the Service as an independent business on your own account. Despite the name of the programme, you are not our legal partner, agent, employee, franchisee or joint venturer, and you have no authority to make any promise, representation or commitment on our behalf.

4. Setting up and running your Partner Site

4.1 Your account. You must give accurate and complete information when you sign up, including your registered business name, address, phone number and, if you are registered for GST, your GSTIN, and keep it up to date in the Partner Panel. You are responsible for all activity in your Partner Panel account. Keep your password confidential and tell us promptly at info@xscade.com if you suspect unauthorised access.

4.2 Branding. You may configure the Partner Brand in the Partner Panel. You must own or be licensed to use the Partner Brand and Partner Content, and they must not infringe anyone's rights, imitate Google, us or any other business, or include the Marks (see clause 10.4).

4.3 Platform subdomain. We may assign you a subdomain of a domain that we control so that you can run the Partner Site without a custom domain. The subdomain remains ours and is licensed to you only for the Term. We may refuse a subdomain name that is reserved, misleading or infringing, and may change or withdraw a subdomain where this is required for legal, security or technical reasons, giving you as much notice as is reasonably practicable.

4.4 Custom domain. You may connect a domain or subdomain that you own or are authorised to use by adding the DNS records shown in the Partner Panel, including a TXT record that proves your control of the domain. You are responsible for registering and renewing the domain, keeping the DNS records in place, and any associated costs. If verification fails or the records are removed, the Partner Site may stop being served on that domain. We may refuse or disconnect a domain that infringes third-party rights, imitates Google, us or another business, or is used in breach of the AUP.

4.5 Partner Plans and prices. You decide the names, descriptions, listed features, prices and billing periods (monthly, annual or both) of your Partner Plans, and you map each Partner Plan to one Platform Tier. The features an End Customer receives are those of the Platform Tier mapped to its Partner Plan. You must describe each Partner Plan accurately and must not promise features, results or service levels that its Platform Tier does not provide. Prices are charged in Indian Rupees through your Connected Razorpay Account.

4.6 Connected Razorpay Account. To sell Partner Plans you must connect a Razorpay account that you own by entering its API keys in the Partner Panel. You are the account holder, and you are responsible for complying with Razorpay's terms, completing any verification Razorpay requires, and all fees Razorpay charges you. You authorise us to use your API keys only to:

(a) check that the keys are valid;
(b) create Razorpay plans and subscriptions in your Connected Razorpay Account for your Partner Plans when End Customers subscribe on the Partner Site;
(c) read the status of those subscriptions and of their invoices and payments, in order to grant and remove End Customers' access to paid features and to calculate and reconcile Commission;
(d) cancel a subscription when an End Customer cancels it through the Partner Site; and
(e) verify notifications that Razorpay sends to us about those subscriptions, using the webhook secret you provide, if any.

We store your API key secret and webhook secret encrypted at rest and do not use your Connected Razorpay Account for any other purpose. You must keep the Connected Razorpay Account active and its API keys valid while any End Customer has an active subscription, and you must comply with the reconciliation obligations in the Billing Policy.

4.7 Test mode. You may connect Razorpay test-mode keys to test the Partner Site. You must not use test-mode keys to provide the Service to real End Customers.

4.8 Going live. The Partner Site accepts End-Customer subscriptions only after you have connected a Razorpay account, created at least one Partner Plan with a price, and chosen to go live in the Partner Panel.

4.9 Support to you. We provide reasonable technical support for the Platform to you by email at info@xscade.com on Business Days. We do not provide support directly to End Customers, except as described in clause 5.6.

5. Your relationship with End Customers

5.1 You are the seller. You sell the Service to End Customers in your own name and on your own account, and you are the merchant and seller of record for every End-Customer Payment. End Customers pay you directly into your Connected Razorpay Account. We do not collect, hold or remit End-Customer Payments.

5.2 Your responsibilities. You are solely responsible, at your own cost, for:

(a) your Customer-Facing Terms and your contract with each End Customer;
(b) your prices, and invoices and receipts to End Customers;
(c) determining, charging, collecting, reporting and paying all taxes on your sales, including GST;
(d) refunds, cancellations, failed payments, chargebacks and disputes with End Customers, and any related Razorpay fees;
(e) first-line support, onboarding and account management for End Customers;
(f) your marketing and sales activities and every statement you make about the Service; and
(g) ensuring that End Customers comply with the AUP and Google Policies.

5.3 Customer-Facing Terms. Your Customer-Facing Terms must name you as the provider of the Service, be consistent with the Agreement (including the restrictions in the AUP), and must not give End Customers any rights against us or promise anything that the Platform does not provide. Unless you set links to your own documents in the Partner Panel, the Partner Site shows template terms of service and a template privacy policy at /legal/terms and /legal/privacy, which name you as the provider using the details in your Partner Panel. The templates are provided for convenience only and are not legal advice. You are responsible for reviewing them and deciding whether they are suitable for your business.

5.4 No contract between us and End Customers. We are not a party to your contracts with End Customers and have no obligations to them under the Agreement. You must not represent to End Customers that we are responsible for the Service, their support or their billing.

5.5 No guarantees on our behalf. You must not give any representation, warranty or guarantee about the Service on our behalf. You must not promise End Customers particular numbers of reviews, star ratings, search rankings, Google approvals or uninterrupted availability.

5.6 Our contact with End Customers. We will not use End-Customer Data to market our own products or services to your End Customers, and during the Term we will not solicit your End Customers to buy the Service directly from us or from another partner. We may communicate with End Customers and Reviewers only:

(a) through the Service, for operational, service, security or legal notices, presented under the Partner Brand where practicable;
(b) where required by law or by a court, regulator or other competent authority;
(c) to respond to a request or complaint that they send to us directly; and
(d) as described in clause 16.1(g), when the Agreement ends.

This clause does not restrict our general marketing that is not targeted using End-Customer Data, or our dealings with any business that approaches us independently.

6. Commission, taxes and reconciliation

6.1 Commission. You will pay us Commission for each Billing Month, calculated, invoiced and payable as set out in the Billing Policy.

6.2 Rates. The default Commission rates for each Platform Tier, and any rates agreed specifically with you, are shown in the Partner Panel. We may change rates only as described in the Billing Policy.

6.3 Taxes. Commission is exclusive of taxes. Where GST or any other tax applies to the Commission, we will add it to the Commission Invoice at the applicable rate and you will pay it.

6.4 Your revenue. Apart from the Commission, you keep everything End Customers pay you. We do not charge you any other fee for the Service unless we agree it with you in writing.

6.5 No set-off. You must pay Commission in full, without set-off, counterclaim or deduction, except deductions required by law and handled as described in the Billing Policy.

6.6 Reconciliation. We calculate Commission from data we read from your Connected Razorpay Account under clause 4.6. You must not sell the Service, collect payment for it or give access to it outside the Partner Site and your Connected Razorpay Account, or take any other step to avoid or reduce Commission, as further described in the Billing Policy. On reasonable request you will give us Razorpay reports and other records reasonably needed to verify Commission.

7. Suspension

7.1 Non-payment. If a Commission Invoice is not paid by the end of its Grace Period, the Service is Suspended automatically, and it is restored automatically once all overdue Commission Invoices are paid, as described in the Billing Policy.

7.2 Other grounds. We may suspend all or part of the Service, for you or for a particular End Customer, review page or QR code, with immediate effect if we reasonably believe that:

(a) you or an End Customer is in material breach of the AUP or Google Policies, or the Service is being used to obtain fake or incentivised reviews or for other unlawful or fraudulent activity;
(b) suspension is necessary to prevent or respond to a security threat, a Personal Data Breach (as defined in the DPA) or a risk of harm to the Platform, other customers or third parties;
(c) we are required to suspend by law, by a court, regulator or other competent authority, or by a third-party provider on which the Service depends; or
(d) your Connected Razorpay Account or API keys have been changed, restricted or used in a way that prevents reconciliation, in breach of the Billing Policy.

7.3 Scope and notice. Where reasonably practicable we will limit a suspension under clause 7.2 to the part of the Service affected, tell you the reason in advance or, if that is not practicable, promptly afterwards, and give you an opportunity to remedy the issue. We will restore the Service when we are reasonably satisfied that the reason for the suspension no longer applies. A suspension under clause 7.2 is not lifted by paying a Commission Invoice.

7.4 Effect. Your obligations under the Agreement, including to pay Commission, continue during any Suspension. Data is retained during a Suspension. We are not liable for any loss arising from a Suspension made in accordance with the Agreement.

8. The Service

8.1 Provision. We will host, operate, maintain and support the Platform and make the Service available to you and to End Customers in accordance with the Agreement, using reasonable skill and care.

8.2 Availability. We will use commercially reasonable efforts to keep the Service available, but we do not guarantee that it will be uninterrupted or error-free, and no service level applies unless agreed in Special Terms. We may carry out planned maintenance and will try to do so at times of low usage.

8.3 Third-party services. The Service depends on third-party services that we do not control, including Google services and APIs (such as Google Business Profile and Google sign-in), AI model providers, cloud hosting providers and Razorpay. Their availability, terms, prices and features may change. We are not responsible for their acts, omissions or outages, or for action they take against you, End Customers or Reviewers (for example, Google removing reviews or suspending a Business Profile). If a third party withdraws or materially changes a service on which a feature depends, we may change or withdraw that feature.

8.4 Changes to the Service. We may improve, modify, add or remove features of the Platform and of Platform Tiers. If a change materially reduces the core features of a Platform Tier to which any of your Partner Plans is mapped, we will give you at least 30 days' notice, unless the change is required by law, results from a third-party change under clause 8.3 or is needed for security reasons, in which case we will give as much notice as is reasonably practicable.

8.5 AI features. The Service uses third-party AI models to generate suggested text, including review drafts, review replies, posts and analysis. AI output may be inaccurate, incomplete, inappropriate or similar to output generated for others, and it is a suggestion only. End Customers must review AI-generated replies and posts before they are published, and Reviewers must decide for themselves whether to use, edit or discard a review draft. We do not guarantee any number of reviews, star rating, search ranking or other result.

8.6 Usage limits. Usage limits that apply to a Platform Tier (for example, limits on AI generations) apply to End Customers on Partner Plans mapped to that tier.

9. Data protection and confidentiality

9.1 DPA. Each party will comply with the DPA. As between us, you are the Data Fiduciary for End-Customer Data and we process it as your Data Processor, as set out in the DPA.

9.2 Our own data. We act as an independent Data Fiduciary for personal data about you and your personnel that we process to manage your account, the Agreement and billing, and to meet our legal obligations, as described in our privacy policy at gmbqrcode.com/legal/privacy.

9.3 Confidential Information. "Confidential Information" means non-public information that one party discloses to the other in connection with the Agreement and that is marked as confidential or would reasonably be understood to be confidential, including your Razorpay credentials, Commission rates, Special Terms, End-Customer Data and the non-public aspects of the Platform. The receiving party will use the other party's Confidential Information only to perform the Agreement, protect it with at least reasonable care, and disclose it only to its personnel, professional advisers and service providers who need to know it and are bound by confidentiality obligations no less protective than this clause. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it without restriction before disclosure, is independently developed by it, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law or by a competent authority, after giving the other party notice where lawful and practicable.

9.4 Publicity. Neither party will publicly name the other as its partner or customer without the other's prior written consent, which may be given by email.

10. Intellectual property and brand

10.1 Our rights. We and our licensors own all rights, including Intellectual Property Rights, in the Platform, the Service, the Marks, our documentation and the templates we provide, and in all improvements and derivative works of them, whoever suggests them. Except for the limited rights expressly granted in the Agreement, no rights are granted to you and all rights are reserved.

10.2 Your rights. You own the Partner Brand and Partner Content. You grant us a non-exclusive, royalty-free, worldwide licence, for the Term and for any period after it in which we serve or wind down the Partner Site under clause 16, to host, reproduce and display the Partner Brand and Partner Content as needed to provide the Service and operate the Partner Site and the Partner Panel.

10.3 End-Customer content. As between you and us, content that End Customers and Reviewers submit belongs to them or to you, as your Customer-Facing Terms provide. We process it as described in the DPA.

10.4 Use of our Marks. The Service is white-labelled. You must not use the Marks, or any name, logo or domain confusingly similar to them, in the Partner Brand, the Partner Domain, your Customer-Facing Terms, your marketing or anything else you present to End Customers, unless we agree in writing. You must not register or use any domain name, social media handle, app name or trade mark that includes, or is confusingly similar to, any of the Marks.

10.5 No claim of ownership. You may offer the Service under the Partner Brand without naming us. You must not, however, claim to own or to have developed the underlying software, claim or attempt to register any Intellectual Property Rights in the Platform, or grant anyone rights in the Platform other than End-Customer access under clause 3.2.

10.6 Restrictions. You must not, and must not allow anyone else to: copy, modify or create derivative works of the Platform; reverse engineer, decompile or disassemble it, or attempt to derive its source code, models or prompts, except to the extent that applicable law expressly permits this despite this restriction; access the Platform in order to build a competing product; or remove or circumvent any technical protection or usage limit. The AUP contains further restrictions.

10.7 Feedback. If you give us suggestions or feedback about the Platform, we may use them freely and without any obligation to you.

10.8 Aggregated data. We may create and use aggregated and anonymised information about the use of the Platform, which does not identify you, any End Customer or any individual, to operate, secure and improve the Platform and to produce statistics.

11. Compliance

11.1 Laws. Each party will comply with the laws that apply to it in performing the Agreement. You are responsible for complying with the laws that apply to your business and to your sales to End Customers, including consumer protection, e-commerce, advertising, tax, anti-spam, telecom commercial communication and data protection laws.

11.2 Sanctions and anti-corruption. You must not market, sell or provide the Service to any person or entity that is the target of sanctions applicable to you or to us, including sanctions imposed by the United Nations Security Council or under Indian law, or for use in a country or region subject to comprehensive sanctions. Neither party will offer, give, request or accept a bribe or other improper payment in connection with the Agreement.

11.3 Google. You must comply, and must ensure that End Customers comply, with Google Policies. You must not state or imply that you, the Partner Site or the Service is Google, is operated by Google, or is endorsed by or affiliated with Google.

12. Warranties and disclaimers

12.1 Mutual. Each party warrants that it has the power and authority to enter into and perform the Agreement.

12.2 Your warranties. You warrant that: (a) the information you give us is accurate; (b) you are lawfully constituted, entitled to carry on your business and registered for GST where the law requires it; (c) you own or control the Connected Razorpay Account and the Partner Domain; and (d) the Partner Brand, Partner Content and your marketing do not infringe anyone's rights or break any law.

12.3 Our warranty. We warrant that the Service will perform materially in accordance with the description of the relevant Platform Tier in the Partner Panel. If it does not, and you tell us in reasonable detail, we will use reasonable efforts to correct the non-conformity. If we cannot do so within a reasonable time, you may terminate the Agreement by notice to us. This is your sole remedy for breach of this warranty. The warranty does not apply to issues caused by third-party services under clause 8.3, misuse, or use in breach of the Agreement.

12.4 Disclaimer. Except as expressly stated in the Agreement, the Platform, the Service, AI output and the templates are provided "as is" and "as available", and, to the fullest extent permitted by law, we exclude all other warranties, conditions and representations, whether express or implied, including as to merchantability, fitness for a particular purpose, accuracy, non-infringement, and that the Service will be uninterrupted, error-free or achieve any particular result.

13. Indemnities

13.1 By you. You will defend and indemnify us, our affiliates and our and their directors, officers and employees against all losses, damages, penalties, costs and expenses (including reasonable legal fees) arising out of any third-party claim, demand or regulatory action that arises out of or relates to:

(a) your dealings with End Customers, including your sales, prices, marketing, Customer-Facing Terms, invoicing, refunds, chargebacks and support;
(b) use of the Service by you, by End Customers or by their users in breach of the Agreement (including the AUP), Google Policies or law;
(c) the Partner Brand, Partner Content or Partner Domain, including any claim that they infringe a third party's rights;
(d) your breach of the DPA or of data protection law in your role as Data Fiduciary; or
(e) taxes payable by you on your sales to End Customers.

13.2 By us. We will defend you against any third-party claim that the Platform, as provided by us and used in accordance with the Agreement, infringes that third party's copyright, trade mark or trade secret rights, and will indemnify you against the damages and costs (including reasonable legal fees) finally awarded against you by a court, or agreed in a settlement we approve, in respect of that claim. We have no obligation for claims arising from Partner Content, End-Customer content, AI output, the combination of the Platform with anything we did not provide, modifications we did not make, or use after we have told you to stop. If such a claim is made or we consider it likely, we may at our option obtain the right for you to continue using the Platform, modify it so that it no longer infringes or, if neither is reasonably possible, terminate the Agreement by notice to you. This clause states our entire liability for infringement claims.

13.3 Procedure. The party seeking indemnity must notify the other party promptly of the claim (a delay relieves the indemnifying party only to the extent it is prejudiced), give it sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party's cost. The indemnifying party must not agree to any settlement that imposes an obligation on, or admits fault by, the indemnified party without its consent, which must not be unreasonably withheld.

14. Limitation of liability

14.1 Unlimited liability. Nothing in the Agreement limits or excludes:

(a) either party's liability for fraud, fraudulent misrepresentation or wilful misconduct;
(b) your obligation to pay Commission and applicable taxes;
(c) your liability under clause 13.1;
(d) your liability for breach of clause 10 or of the AUP; or
(e) any liability that cannot be limited or excluded by law.

14.2 Excluded losses. Subject to clause 14.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, contracts or anticipated savings, loss of goodwill or reputation, loss or corruption of data, or any indirect, special, consequential, incidental or punitive loss, even if that loss was foreseeable.

14.3 Cap. Subject to clause 14.1, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the total Commission (excluding taxes) that you paid to us under the Agreement in the three (3) months immediately before the event giving rise to the liability, and (b) INR 10,000 (Indian Rupees ten thousand).

14.4 Allocation of risk. The parties agree that the Commission reflects the allocation of risk in this clause 14.

15. Term and termination

15.1 Term. The Agreement starts when you accept it and continues until it is terminated under this clause 15 (the "Term").

15.2 By you for convenience. You may terminate the Agreement for any reason by giving us at least 30 days' written notice to info@xscade.com.

15.3 By us for convenience. We may terminate the Agreement for any reason by giving you at least 90 days' written notice.

15.4 By either party for cause. Either party may terminate the Agreement immediately by written notice if the other party:

(a) commits a material breach that cannot be remedied, or that it fails to remedy within 15 days after receiving notice describing the breach; or
(b) becomes insolvent, has an order made or resolution passed for its winding up (other than for a solvent reorganisation), has an insolvency resolution professional, liquidator, administrator or receiver appointed over it or its assets, makes an arrangement with its creditors, or ceases to carry on business.

15.5 Additional rights for us. We may also terminate the Agreement immediately by written notice if:

(a) any Commission Invoice remains unpaid 30 days after it was issued;
(b) you commit, or fail to take appropriate action against an End Customer who commits, serious or repeated breaches of the AUP, including obtaining fake or incentivised reviews;
(c) you breach clause 10.4, 10.5, 10.6 or 11.2; or
(d) we are required to terminate by law or by a competent authority, or can no longer lawfully provide the Service to you.

15.6 During a notice period. During any notice period the Agreement continues to apply, including your obligation to pay Commission. You must tell your End Customers in good time that the Service will end, and you must cancel End-Customer subscriptions in your Connected Razorpay Account so that End Customers are not charged for any period after the Service ends.

16. Effects of termination

16.1 What happens. When the Agreement ends for any reason:

(a) your rights under the Agreement end, the Partner Site stops being served, End Customers and Reviewers lose access to the Service through it, and your access to the Partner Panel ends;
(b) you must immediately stop marketing and selling the Service and stop using our Confidential Information;
(c) all Commission accrued up to the date of termination becomes due. We will issue a Commission Invoice for each Billing Month not yet invoiced, including the part of the Billing Month in which termination takes effect, calculated as set out in the Billing Policy, and each is payable on issue. Copies of invoices are available from us by email;
(d) you remain responsible to End Customers for the subscriptions you sold, including cancelling them in your Connected Razorpay Account and giving any refunds due under your Customer-Facing Terms;
(e) we will stop using your Razorpay API keys except to read the data needed to issue final Commission Invoices and resolve any billing dispute, and will then delete them;
(f) End-Customer Data will be handled as described in the DPA, including the 30-day period after termination during which you may request an export of End-Customer Data (the "Export Window");
(g) we may contact End Customers to tell them that the Service through the Partner Site is ending or has ended and to enable them to export their own data. Where we terminated the Agreement under clause 15.4 or 15.5, or where you agree, we may also offer End Customers the option of continuing to use the Service directly with us or through another partner, and we may continue to process the data of any End Customer that chooses to do so, as described in the DPA;
(h) you must remove any DNS records pointing the Partner Domain to the Platform, and any subdomain we assigned to you is withdrawn; and
(i) each party will return or destroy the other party's Confidential Information on request, except where retention is required by law or the information is held in routine backups, which remain subject to clause 9.3.

16.2 Survival. Clauses 2, 5.2, 5.4, 6 (as to amounts accrued before termination), 9, 10, 12.4, 13, 14, 16, 17, 19, 20 and 21, and any other provision that by its nature is intended to survive, survive the end of the Agreement.

17. Notices

17.1 How to give notice. Notices under the Agreement must be in writing in English and may be given by email. We will send notices to the owner email address registered in the Partner Panel, and we may also display them in the Partner Panel. You must send notices to info@xscade.com. You must keep your registered email address up to date.

17.2 When notices are received. An email notice is treated as received when it is sent, unless the sender receives a message that it was not delivered. However, an email sent outside 09:00 to 18:00 IST on a Business Day is treated as received at 09:00 IST on the next Business Day.

17.3 Legal proceedings. Documents in legal proceedings may also be served at a party's registered office. Our registered office is set out in clause 22.

18. Changes to the Partner Documents

18.1 New versions. We may update any of the Partner Documents. Each new version is published at gmbqrcode.com/white-label/legal with a new version number and effective date.

18.2 Notice. We will give you at least 30 days' notice of a new version by email and in the Partner Panel before it takes effect. A shorter notice period may apply where a change is required by law, is needed to address a security risk, or does not adversely affect you, in which case the change may take effect when published. Changes to Commission rates and Grace Periods are made under the Billing Policy and do not require a new version of any Partner Document.

18.3 Re-acceptance. You will be asked to accept each new version in the Partner Panel. If you do not wish to accept it, you may terminate the Agreement by notice to us before the new version takes effect. Your termination then takes effect on the later of the date stated in your notice and 30 days after you give it, and the previous version continues to apply to you until then.

18.4 If you neither accept nor terminate. If you neither accept a new version nor give notice of termination before it takes effect, the new version applies to you from its effective date, and we may restrict your access to the Partner Panel, other than billing, data export and account settings, until you accept it.

19. Order of precedence and Special Terms

19.1 Order of precedence. If there is a conflict between the Partner Documents, they take priority in this order: (1) this Reseller Agreement; (2) the Billing Policy; (3) the DPA; and (4) the AUP. However, the prohibitions and restrictions in the AUP always apply, and no provision of another Partner Document is to be read as permitting conduct that the AUP prohibits.

19.2 Special Terms. We may agree terms with you that vary the Partner Documents, such as a Commission rate specific to you ("Special Terms"). Special Terms must be in writing, which includes an email from an authorised representative of Xscade or, for Commission rates, rates we set for you in the Partner Panel. Special Terms prevail over the Partner Documents for their subject matter only.

20. General

20.1 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier proposals, discussions and understandings about it. Each party confirms that it has not relied on any statement or promise that is not set out in the Agreement. Nothing in this clause limits liability for fraud.

20.2 Assignment. You may not assign, transfer or subcontract any of your rights or obligations under the Agreement without our prior written consent. We may assign the Agreement to an affiliate, or to a successor to all or substantially all of the business to which it relates, by notice to you.

20.3 Subcontractors. We may use subcontractors and, subject to the DPA, sub-processors to perform the Agreement, and we remain responsible for their performance.

20.4 Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, failure of the internet or telecommunications networks, failure of third-party service providers, and cyber attacks that did not result from that party's failure to maintain reasonable security safeguards. This clause does not excuse any obligation to pay money. If such an event prevents a party from performing for more than 30 days, either party may terminate the Agreement by notice.

20.5 Severability. If any provision of the Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions continue in full force.

20.6 Waiver. A failure or delay in exercising a right does not waive it, and a waiver is effective only if it is in writing.

20.7 No third-party rights. No person other than the parties, including any End Customer or Reviewer, has any right to enforce the Agreement.

20.8 Cumulative remedies. Except where the Agreement states that a remedy is exclusive, the rights and remedies under it are in addition to those available at law.

20.9 Language. The Agreement is made in English. Any translation is for convenience only.

21. Governing law and disputes

21.1 Governing law. The Agreement and any dispute arising out of or in connection with it are governed by the laws of India.

21.2 Resolving disputes. Before starting court proceedings, a party must give the other written notice of the dispute, and the parties must try in good faith to resolve it through discussions between senior representatives for 30 days. This does not apply to proceedings to recover unpaid Commission or to obtain urgent interim relief.

21.3 Jurisdiction. Subject to clause 21.2, the courts at Visakhapatnam, Andhra Pradesh, India have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement.

22. Contact

Xscade Technologies Private Limited

Registered office: C/o. Seepana Saraswathi, DNo 08-01-158/1, SSN Kalayanam, Pujari Peta, Amadalavalasa, Andhra Pradesh, India
Office: 403 - SRC Residency, Gayatri Bus Stop, Gandhi Nagar, Madhurawada, Visakhapatnam, Andhra Pradesh 530048, India
Email: info@xscade.com
Website: gmbqrcode.com

Xscade Technologies Private Limited · White-Label Reseller Agreement, version 1.0, effective 15 October 2026 · gmbqrcode.com/white-label/legal/reseller-agreement