PINE LABS POS REFERRAL PROGRAM - TERMS AND CONDITIONS
These Terms and Conditions ("Terms") govern your participation in Pine Labs' Point of Sale ("POS") Referral Program ("Program").
By participating in the Program, you ("Referrer," "you," or "your") agree to be bound by these Terms.
These Terms constitute a legally binding agreement between you and Pine Labs Private Limited ("Pine Labs," "we," "our," or "us").
Please read these Terms carefully before participating in the Program. If you do not agree with these Terms, you must not participate in the Program.
1. DEFINITIONS
In these Terms, unless the context otherwise requires:
1.1. "Applicable Laws" means all applicable statutes, laws, ordinances, rules, regulations, judgments, injunctions, orders and decrees, and all
applicable industry guidelines and codes of conduct, including but not limited to guidelines issued by the Reserve Bank of India (RBI),
as may be amended from time to time.
1.2. "Confidential Information" means any information disclosed by either party to the other, either directly or indirectly, in writing, orally, or
by inspection of tangible objects, which is designated as "Confidential," "Proprietary," or some similar designation, or information which a reasonable
person would understand to be confidential given the nature of the information and the circumstances of disclosure.
1.3. "Effective Date" means the date on which you register for the Program and accept these Terms.
1.4. "Intellectual Property Rights" means all intellectual property rights including patents, designs, trademarks, service marks, trade names,
domain names,
copyrights, rights in computer software, databases, and website content, trade secrets, confidential information, and any other intellectual property rights.
1.5. "POS Services" means the point-of-sale payment processing services provided by Pine Labs.
1.6. "Program" means the Pine Labs POS Referral Program as described in these Terms.
1.7. "Referral" means the introduction of a potential merchant ("Referred Merchant") to Pine Labs for the purpose of using Pine Labs' POS Services.
1.8. "Referral Commission" means the commission payable to you for Successful Referrals in accordance with Section 5 of these Terms.
1.9. "Referred Merchant" means a merchant referred by you to Pine Labs for the purpose of availing Pine Labs' POS Services.
1.10. "Successful Referral" means a Referral that results in the Referred Merchant entering into a binding agreement with Pine Labs for the use of POS Services and meeting the criteria set forth in Section 5.2 of these Terms.
2. ELIGIBILITY
2.1. To be eligible to participate in the Program, you must:
a) Be at least 18 years of age; b) Be a legal resident of India; c) Have a valid Permanent Account Number (PAN); d) Have a valid bank account in India; e) Comply with all Applicable Laws; f) Complete the registration process for the Program; and g) Accept these Terms.
2.2. Employees of Pine Labs, its affiliates, subsidiaries, and their immediate family members are not eligible to participate in the Program.
2.3. Pine Labs reserves the right, in its sole discretion, to determine your eligibility for the Program.
2.4. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy.
3. PROGRAM REGISTRATION
3.1. To participate in the Program, you must register by completing the registration form available on Pine Labs' website or mobile application.
3.2. Pine Labs may, in its sole discretion, accept or reject your registration.
3.3. Upon successful registration, Pine Labs will provide you with a unique referral code or link ("Referral Code") to be used for tracking your Referrals.
3.4. You are responsible for maintaining the confidentiality of your Referral Code and any login credentials associated with your Program account.
3.5. You agree to notify Pine Labs immediately of any unauthorized use of your Referral Code or any other breach of security.
4. REFERRAL PROCESS
4.1. You may refer potential merchants to Pine Labs for the purpose of using Pine Labs' POS Services by sharing your Referral Code with them.
4.2. Referred Merchants must use your Referral Code at the time of registration or when contacting Pine Labs to ensure proper attribution of the Referral.
4.3. You must obtain the Referred Merchant's consent before sharing their information with Pine Labs and share the consent with Pine Labs, as and when requested by Pine Labs promptly and without fail, no later than 24 hours from receipt of Pine Labs’ request.
4.4. You must not make any representations or warranties regarding Pine Labs' POS Services except as expressly authorized by Pine Labs in writing.
4.5. Pine Labs reserves the right to contact Referred Merchants directly at any time.
4.6. Pine Labs is not obligated to accept any Referred Merchant and may, in its sole discretion, reject any Referred Merchant without providing a reason.
5. REFERRAL COMMISSION
5.1. Subject to these Terms, you will be entitled to receive a Referral Commission for each Successful Referral.
5.2. A Referral shall be deemed a Successful Referral when all of the following conditions are met:
a) The Referred Merchant has been approved by Pine Labs for the use of POS Services;
b) The Referred Merchant has entered into a binding agreement with Pine Labs for the use of POS Services;
c) The Referred Merchant has completed the onboarding process;
d) The Referred Merchant has processed a minimum transaction value of INR 50,000 (Indian Rupees Fifty Thousand) through Pine Labs' POS Services within the first 90 (ninety) days of onboarding;
e) The Referred Merchant has not previously used Pine Labs' POS Services or been in discussions with Pine Labs regarding POS Services in the 6 (six) months prior to the Referral;
f) The Referred Merchant is not in breach of their agreement with Pine Labs; and
g) You are not in breach of these Terms.
5.3. The Referral Commission structure is as follows:
a) Base Commission: INR 1,500 (Indian Rupees One Thousand) for each Successful Referral.
5.4. Pine Labs reserves the right to modify the Referral Commission structure at any time by providing notice to you. Any such modification shall apply to Referrals made after the date of notification.
5.5. Referral Commissions shall be calculated at the end of each calendar month and paid within 30 (thirty) business days after the end of the calendar month in which the Referral is deemed a Successful Referral.
5.6. Referral Commissions shall be paid by electronic transfer to the bank account provided by you during registration.
5.7. All Referral Commissions shall be subject to applicable taxes. Pine Labs will deduct any applicable taxes at source (TDS) as required by the Income Tax Act, 1961 and other Applicable Laws. You shall provide Pine Labs with a valid PAN and any other tax-related information or documents as may be required by Pine Labs for compliance with tax laws. You shall be solely responsible for reporting and paying any other taxes associated with your Referral Commissions.
5.8. Pine Labs reserves the right to withhold Referral Commissions if there is a reasonable suspicion of fraud, violation of these Terms, or violation of Applicable Laws.
6. TERM AND TERMINATION
6.1. These Terms shall commence on the Effective Date and shall continue until terminated in accordance with this Section 6.
6.2. Either party may terminate these Terms at any time without cause by providing 30 (thirty) days' prior written notice to the other party.
6.3. Pine Labs may terminate these Terms immediately and without notice if:
a) You breach any provision of these Terms; b) You engage in any activity that could damage the reputation or goodwill of Pine Labs; c) You engage in fraudulent, deceptive, or unethical practices; d) You become insolvent, bankrupt, or are subject to any similar proceedings; or e) You are in violation of any Applicable Laws.
6.4. Pine Labs reserves the right to discontinue this Referral Program at any time, without prior notice, at its sole discretion.
6.5 Upon termination of these Terms:
a) You shall cease all referral activities on behalf of Pine Labs; b) You shall cease using all Pine Labs materials, including but not limited to marketing materials, Referral Codes, and any other materials provided to you by Pine Labs; c) Subject to Section 6.6, all rights and obligations of the parties shall cease, except those rights and obligations that have accrued prior to the date of termination and any other rights and obligations that by their nature are intended to survive termination.
7. PROHIBITED ACTIVITIES
7.1. You shall not:
a) Make any false or misleading representations regarding Pine Labs or its POS Services
b) Engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Pine Labs or its customers
c) Use any automated or programmatic methods to generate Referrals
d) Create fake accounts or use fraudulent means to generate Referrals
e) Refer yourself or any business entity in which you have a direct or indirect interest
f) Refer any person or entity that you know or reasonably should know is not genuinely interested in Pine Labs' POS Services;
g) Use Pine Labs' trademarks, service marks, logos, or other proprietary information without Pine Labs' prior written consent
h) Modify, alter, or otherwise change any marketing materials provided by Pine Labs without Pine Labs' prior written consent
i) Engage in any activity that violates Applicable Laws, including but not limited to anti-bribery, anti-corruption, and anti-money laundering laws
j) Send unsolicited emails, messages, or make unsolicited calls (spam) to promote the Program or violate the provisions of the Information Technology Act, 2000 and the Telecom Commercial Communications Customer Preference Regulations, 2018
k) Engage in any activity that could damage the reputation or goodwill of Pine Labs
l) Create any liability for Pine Labs;
m) Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of Pine Labs' website, mobile application, or any other software or technology used by Pine Labs
n) Engage in any form of telemarketing without proper authorization or in violation of Do Not Disturb (DND) registry requirements.
8. REPRESENTATIONS AND WARRANTIES
8.1. You represent and warrant that:
a) You have the full right, power, and authority to enter into and perform your obligations under these Terms
b) Your participation in the Program and performance under these Terms do not and will not conflict with or result in a breach of any other agreement to which you are a party
c) You will comply with all Applicable Laws in connection with your participation in the Program
d) You will not make any representations or warranties regarding Pine Labs or its POS Services except as expressly authorized by Pine Labs in writing
e) All information provided by you to Pine Labs is true, accurate, current, and complete
f) You will not engage in any activity that could damage the reputation or goodwill of Pine Labs.
9. INTELLECTUAL PROPERTY
9.1. Pine Labs grants you a limited, non-exclusive, non-transferable, revocable license to use Pine Labs' trademarks, service marks, and logos solely for the purpose of participating in the Program in accordance with these Terms. Such usage shall be only with the prior written consent of Pine Labs.
9.2. You acknowledge that Pine Labs owns all right, title, and interest in and to its trademarks, service marks, logos, and other Intellectual Property Rights. Nothing in these Terms shall be construed as granting you any ownership interest in Pine Labs' Intellectual Property Rights.
9.3. You shall not use Pine Labs' trademarks, service marks, logos, or other proprietary information in any way that dilutes, tarnishes, or otherwise damages Pine Labs' brands or reputation.
9.4. You shall not register or attempt to register any domain names, trademarks, service marks, or social media handles that contain Pine Labs' trademarks or any confusingly similar terms.
9.5. Upon termination of these Terms or upon Pine Labs' request, you shall immediately cease all use of Pine Labs' trademarks, service marks, logos, and other proprietary information.
10. CONFIDENTIALITY
10.1. You acknowledge that during your participation in the Program, you may have access to Confidential Information of Pine Labs.
10.2. You agree to:
a) Maintain the confidentiality of all Confidential Information; b) Not disclose Confidential Information to any third party without Pine Labs' prior written consent; c) Use Confidential Information solely for the purpose of participating in the Program; and d) Take all reasonable precautions to protect the confidentiality of Confidential Information.
10.3. The obligations of confidentiality shall not apply to information that:
a) Is or becomes publicly available through no fault of yours
b) Was in your legitimate possession prior to disclosure by Pine Labs
c) Is received by you from a third party without any obligation of confidentiality
d) Is required to be disclosed by law or by a governmental authority, provided that you give Pine Labs prompt written notice of such requirement and cooperate with Pine Labs in seeking a protective order or other appropriate remedy.
10.4. The obligations of confidentiality shall survive the termination of these Terms.
11. DATA PROTECTION
11.1. Each party shall comply with all applicable data protection laws and regulations, including but not limited to the Information Technology Act, 2000,
the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and the Digital Personal Data Protection Act, 2023.
11.2. You acknowledge that Pine Labs' Privacy Policy, available at www.pinelabs.com/privacy-policy, applies to your participation in the Program.
11.3. You shall obtain all necessary consents from Referred Merchants for the collection, processing, and transfer of their personal data to Pine Labs.
11.4. You shall not retain any personal data of Referred Merchants except as necessary for compliance with Applicable Laws.
11.5. You shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
11.6. You shall notify Pine Labs immediately of any actual or suspected data breach affecting personal data processed in connection with the Program.
12. LIMITATION OF LIABILITY
12.1. In no event will Pine Labs be liable to the other Party for any loss of profits, loss of data, or for any special, indirect, incidental, consequential or punitive damages, however caused, on any theory of liability and whether or not such Party has been advised of the possibility of such damages, arising under any cause of action and arising out of this agreement or under any statute or law connected independently of this agreement to such cause of action.
12.2 Pine Labs’ liability, if any arising out of these terms, shall be limited to pro-rata Referral Commission which becomes payable by Pine Labs for the month when the claim arises.12.3. The limitations of liability set forth in this Section 12 shall apply even if Pine Labs has been advised of the possibility of such damages.
13. INDEMNIFICATION
13.1. You agree to indemnify, defend, and hold harmless Pine Labs, its affiliates, officers, directors, employees, agents, and representatives 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:
a) Your participation in the Program; b) Your breach of any provision of these Terms; c) Your violation of any Applicable Laws; d) Your violation of any rights of a third party; or e) Any act or omission by you that gives rise to a claim against Pine Labs.
13.2. Pine Labs reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Pine Labs, and you agree to cooperate with Pine Labs' defense of such claims.
14. MODIFICATIONS TO THESE TERMS
14.1. Pine Labs reserves the right to modify these Terms at any time by posting the modified Terms on its website or by providing notice to you. The modified Terms shall become effective 15 (fifteen) days after they are posted or after notice is provided, whichever is earlier.
14.2. Your continued participation in the Program after the effective date of any modifications shall constitute your acceptance of the modified Terms.
14.3. If you do not agree to the modified Terms, your sole and exclusive remedy is to terminate your participation in the Program.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1. These Terms shall be governed by and construed in accordance with the laws of India, and any dispute shall be submitted to the exclusive jurisdiction of the courts of New Delhi.
16. MISCELLANEOUS
16.1. Relationship: The Parties shall have a Principal-to-Principal relationship and nothing in these Terms shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Pine Labs. You shall have no authority to make or accept any offers or representations on behalf of Pine Labs.
16.2. Entire Agreement: These Terms constitute the entire agreement between you and Pine Labs regarding the Program and supersede all prior agreements, understandings, and communications, whether written or oral, regarding the subject matter hereof.
16.3. Assignment: You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Pine Labs. Pine Labs may assign these Terms or any rights or obligations hereunder without your consent.
16.4. No Waiver: The failure of Pine Labs to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. The waiver of any such right or provision shall be effective only if in writing and signed by a duly authorized representative of Pine Labs.
16.5. Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
16.6. Force Majeure: Pine Labs shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, riots, wars, fires, floods, epidemics, pandemics, power failures, internet or telecommunications failures, or changes in Applicable Laws.
16.7. Notices: All notices required or permitted under these Terms shall be in writing and shall be deemed effective upon personal delivery, upon confirmation of delivery by an internationally recognized courier service, or upon receipt of electronic mail.
16.8. Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.
16.9. No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
16.11. Survival: The provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to Sections 7, 8, 9, 10, 11, 12, 13, 15, and 16.
By participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these Terms.