Additional Terms of Engagement Between Netcore and Reseller

These Additional Terms (“Terms”) set out herein shall apply to the Reseller Agreement, signed between Netcore and the Reseller (“Reseller Agreement”). It is understood that the Reseller is being authorised to act as a Reseller for the Netcore Services and will be bound by the Reseller Agreement and these Terms.

Acceptance of these Terms: Reseller will not engage with Netcore if it or the Lead Customers do not accept these Terms or are unable to be bound by these Terms, as applicable. As a condition of the Reseller being able to resell Netcore Services, it is deemed that the Reseller and its Lead Customers are agreeable to these Terms.
 
1. DEFINITIONS AND INTERPRETATIONS: Capitalised terms used herein but not defined shall have the meaning ascribed to them under the Reseller Agreement

2. ADDITIONAL ENGAGEMENT TERMS

2.1 Netcore hereby expressly reserves any right, not specifically given to the Reseller under the Reseller Agreement and these Terms. Nothing herein prevents Netcore from engaging other resellers for generating leads, procuring potential customers and reselling the Netcore Services (detailed at Annexure A to these Terms).

2.2 Where the Reseller directly contracts with a Lead Customer as per the Reseller Agreement:

a) Where the Reseller is reselling Netcore’s WhatsApp services, as per the prescribed rules of Meta Platforms (formerly Facebook), the Reseller shall sign such documentation as may be prescribed by Meta Platform, from time to time, to act as a reseller and the Reseller shall also ensure that its Lead Customers agree to comply with the Meta terms as laid out under this Agreement at Exhibit B to these Terms. Reseller will be liable and responsible for any breach by itself and/or the Lead Customer of these terms.

b) the onus of renewal of the Lead Customer engagements will rest with the Reseller. The Reseller shall ensure that it opens renewal discussions in advance, prior to the expiry of the SO with the Lead Customer to ensure that payments from the Lead Customer are not delayed or held back in the absence of the renewal SO. In such an instance, Netcore reserves the right to suspend the Netcore Services to the Lead Customer.

c) The Reseller under the SO signed with the Lead Customers, will pitch such pricing package which shall be over and above the commercials proposed by Netcore from time to time under this Agreement for the Netcore Services.

2.3 The Reseller will act as Netcore’s authorised representative while reselling the Netcore Services and any and all disputes and liabilities under the SOs will be handled and resolved by the Reseller.

2.4 In case a Lead Customer expresses displeasure with the Reseller and wants to disengage with them, Netcore is entitled to continue providing the Netcore Services to such Lead Customer as per the validity of the Lead Customer SO and provide the Reseller with their Reseller Fees, as per the Reseller Agreement; however, Netcore would take control of the customer engagement and relationship and any renewal of the engagement will be managed by Netcore directly without Reseller intervention.

2.5 The Reseller will not sell or try to sell the Netcore Services to any existing customers of Netcore.

2.6 Reseller will not recommend or introduce any of Netcore’s customers (including Lead Customers onboarded under the Reseller Agreement) to any company or entity which is in the similar line of business as Netcore’s.

2.7 For email services, where the Reseller is enabling and managing domains for the Lead Customers, the Reseller shall at all times be responsible for the said domain and that it shall inform the Lead Customer in writing and made part of their SO with the Lead Customer that the Reseller will be sending the emails and running the campaigns for them and Netcore will not in any manner be held responsible for breach of lack of service, thereof.

2.8 Reseller may sell as-is or bundle products as per the Lead Customer requirement.

3. RESPONSIBILITIES AND OBLIGATIONS OF THE RESELLER

3.1 The Reseller will market and promote Netcore Services and generate leads either through its own customer database or through such other database as it may deem fit.

3.2 The Reseller shall use its best efforts during the subsistence of the Reseller Agreement to generate leads for Netcore in the Territory.

3.3 The cost and expenses to generate the leads will the responsibility of the Reseller.

3.4 Reseller will work closely with the Netcore team on building and sharing a funnel list, account mapping activities and GTM plans.

3.5 The Reseller will not during the tenure of the Reseller Agreement refer leads to any third Party who has converted into a Lead Customer or any lead who is in discussion for procuring Netcore Services.

3.6 Reseller will offer support for the Netcore Services and do account management which would essentially include cross-sell and upsell of Netcore Services to potential leads as well as maintain client relationship with the Lead Customer.

3.7 In the event a lead generated by the Reseller is not converted to a formal customer of Netcore, the Reseller will not forward such leads to any person without the prior written consent of Netcore for a period of 90 days.

3.8 Reseller agrees and acknowledges that during the Term of the Reseller Agreement, it shall;

a) not grant any right to any third party or incur any liability on behalf of Netcore, or in any manner pledge Netcore’s credit, or enter in to any contract binding Netcore;

b)keep proper record of all Lead Customers on-boarded and provide a report to Netcore on a monthly basis;

c) not to do any act or make any false and misleading statements to generate the leads;

d)not receive any kickback from any lead;

e)maintain all approvals and licenses as may be required under law to provide its services under the Reseller Agreement;

f)comply with all applicable laws while providing its services hereunder;

g) always deal fairly and ethically while providing its services under the Reseller Agreement and these Terms;

h) keep itself updated of all products and business being provided by Netcore and its group entities.

i) offer periodic training, platform support, cross-sell and upsell of Netcore’s Services.

4. RIGHTS AND RESPONSIBILITIES OF NETCORE

4.1 Netcore shall use best efforts to implement the Netcore Services upon receipt of the signed SO and PO, as per the Reseller Agreement.

4.2 For referral Lead Customers, Netcore will use best efforts to convert them to formal customers; however, Netcore shall not be held responsible if such leads do not convert to Lead Customers.

4.3 Netcore will train the Reseller and their designated employees on marketing, pitching and offering the Netcore Services to potential Lead Customers.

4.4 Netcore will keep the Reseller updated of its business, product and policy changes.

4.5 Reseller leads identified on a referral basis will be valid for 90-days. Case-based approvals can be taken for cases where there is a strong possibility of conversion and is extending beyond the above offered timelines.

4.6 Netcore can offer other products to the Lead Customer, in addition to the Netcore Services which may not be a part of the Reseller products and will not be liable or obliged to pay any Reseller Fees to the Reseller for the same.

5. CONFIDENTIALITY

5.1 The Parties will maintain utmost confidentiality regarding the contents of this Agreement and all the terms contained herein at all times and none of the Parties will make any announcement to the public or to any third party regarding the commercial arrangements contemplated by this Agreement without the consent of the other in writing.

5.2 Reseller acknowledges that it or its employees may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information, which is proprietary to or confidential to Netcore. Reseller agrees to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the provision of services as contemplated by this Agreement and to advise each of its employees who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential.

5.3 Personal Data protection

a) The Reseller hereby warrants that it is entitled to disclose all personal data received from the Lead Customers under their SO, being shared under the Reseller Agreement to Netcore, in particular, it has obtained all necessary permissions for such disclosure.

b) The Reseller declares and confirms that it is an administrator of personal data provided to Netcore under the Reseller Agreement and Netcore shall process personal data based on the SO and PO provided and in scope described in the Reseller Agreement and these Terms. In particular the Reseller is obliged to: (i) fulfil all legal requirements relating to protection of personal data, (ii) protect the interest of owners of personal data with due care and, in particular, to ensure that data are processed lawfully and (iii) undertake all necessary security measures protecting the personal data database and all personal data.

c) Netcore hereby declares that it shall fulfil all legal obligations connected with processing of personal data obtained from the Reseller and Lead Customer under the Reseller Agreement.

5.4 The restrictions contained in this clause will survive expiry or termination of the Reseller Agreement.

 
6. INTELLECTUAL PROPERTY RIGHTS AND PROMOTION

6.1 Each Party acknowledges that any intellectual property rights used or adopted by a Party in the conduct of its business is the sole property of the respective owners.

6.2 Each Party shall use the intellectual property rights owned by the other Party in strict compliance with the terms and conditions of the Reseller Agreement and these Terms, only with prior written permission of the owner. Any such use shall cease immediately upon termination or expiration of the Reseller Agreement.

6.3 The software solution along with its variations, modifications, customizations (including their inherent intellectual property rights) provided by Netcore to the Reseller for providing the Netcore Services to a Lead Customer will at all times be the property of Netcore and the Reseller or the Lead Customer is not entitled to at any time to claim ownership of the same. Further, the software provided is only for the purpose of providing the Netcore Services and is a limited, non-exclusive, non-transferable, royalty free, license given to the Reseller and Lead Customer for availing the Netcore Services under the Reseller Agreement.

7. INDEMNITY AND LIMITATION TO LIABILITIES

7.1 Reseller shall indemnify and hold harmless Netcore, its affiliates, and respective directors, officers, employees, agents, and representatives from and against any and all costs, losses, claims, damages and liabilities, including reasonable attorneys’ fees, incurred by Netcore, arising out of the fraud, gross negligence, or wilful misconduct of, or breach of its obligations and representations and warranties under this Agreement; or breach of Intellectual Property Rights, breach of applicable law, and/or breach of the terms at Exhibit B by the Lead Customer (onboarded by the Reseller as per Reseller Agreement), by the Reseller, its affiliates, or any of their respective directors, officers, employees, agents, or representatives.

7.2 The Reseller acknowledges that the Netcore Services are provided on an “as is” basis. Netcore is not responsible in any way for any systems or networks, which it does not operate, such as the networks of the telecom operators, Lead Customer’s internal IT systems and process, telecom operators, internet providers of the Lead Customer and Reseller, and/or messaging application partners, providing the RCS platform or Meta Platforms providing WhatsApp application (“External Systems & Providers”). Accordingly, Netcore is not liable for the acts or omissions of the External Systems & Providers, including, without limitation, for faults in or failures of the External System & Providers apparatus, IT infrastructure, or network, nor in general for any other technical reason attributable to their faulty communication systems.

7.3 Without prejudice to any other provisions of this Agreement, neither Party shall be liable to the other Party for any indirect, consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings arising out of the performance of the Services or otherwise, but does not include any consequences arising due to fraud, gross negligence, wilful misconduct, breach of law, Intellectual Property Rights, confidentiality, personal data breach and misappropriation.

7.4 Where the Parties may engage in offering WhatsApp services to a Lead Customer, it is hereby clarified that, Netcore’s WhatsApp API is reliant on the technology and software provided by Meta Platforms, where Netcore is an authorised agent of Meta Platforms to provide WhatsApp API services to customers globally. Netcore cannot guarantee or be held liable for any communication system which it does not operate and includes the systems of WhatsApp controlled by Meta Platforms.

7.5 Netcore’s total liability under the Reseller Agreement and/or any PO for the Netcore Services provided hereunder, collectively will be equivalent to the fees (excluding consumables charges for Email, SMS, WhatsApp, RCS etc, as applicable) paid under the Reseller Agreement during the 03 (three) months immediately preceding the action giving rise to the liability and shall not exceed Rs.5,00,000/- or its USD equivalent.

8. REPRESENTATION & WARRANTIES

8.1 The Parties hereby represent and warrant to each other that:
i. The Reseller Agreement and these Terms is in all respects reasonable and necessary to protect the legitimate business interests of the Parties;
ii. they have all requisite power and authority and does not require the consent of any third party to enter into the Reseller Agreement and grant the rights and perform the duties provided herein;

iii. the execution, delivery, and performance of the Reseller Agreement and these Terms does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which they are a party to, or any judgment, arbitration award, order or decree to which they may be subject to;

iv. the obligations of the Party and their respective software will not infringe upon or violate the personal, civil or property rights, or the rights of privacy of, or constitute a libel, slander or unfair competition against or violate or infringe upon any common law right, copyright, trademark, trade name or patent or any other right of any person or entity;

v. Each Party acknowledges that it is and shall remain liable for the consequences of any failure on its part or on the part of its personnel to fulfil the tasks and work agreed to and assigned to it under the Reseller Agreement and these Terms;

vi. Each Party shall be responsible for providing all appropriate facilities and services as shall be necessary in the proper performance of the tasks and work (enumerated in each SOW), which will be entirely at the Party’s own expense.

8.2 Netcore further represents and warrants that it either owns fully and outright its intellectual property for performing the Netcore Services, and/or possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder and to grant the licenses granted by it under the Reseller Agreement, these Terms and the individual PO’s.

 
9. TERM:

9.1 As per the Reseller Agreement.

 
10. TERMINATION

Unless otherwise specified under the Reseller Agreement, the following termination provisions shall apply to the reseller engagement.

10.1 Netcore may terminate the Reseller Agreement or any PO as follows:
a) any time for convenience or without cause by giving the Reseller 30 (thirty) days prior written notice. In the event any PO is terminated by Netcore, it will not affect the rest of the Reseller Agreement or other POs which would still be active and in force on the date of termination.

b) in the event the Reseller is in breach of its obligations under the Reseller Agreement, or these Terms or any PO or its representations or warranties, which is not curable, and where such breach can be cured, has not been cured within fifteen (15) Business Days of written notice specifying such breach.

c) in the event the Reseller (or any of its Lead Customer) is in breach of the obligations under the Reseller Agreement or these Terms including the terms at Exhibit B.

10.2 Either Party shall have the right to terminate the Reseller Agreement or any specific PO with 15 (fifteen) days written notice, under the following circumstances:

a) any acts or omissions on the part of the other Party, which shall adversely impact the good will of a Party or its capacity to provide services to the Lead Customer(s).

b) any acts or omissions on the part of the Reseller or its Lead Customer, which are unethical, fraudulent, unlawful and/ or corrupt.

c) if a petition for insolvency is filed against the Reseller, Lead Customer or Netcore and such petition is not dismissed within 90 (ninety) Business Days after filing and/or if the affected party makes an arrangement for the benefit of its creditors or, if the court receiver is appointed as receiver of all/any of any of the Reseller’s properties.

10.3 Reseller may terminate the Reseller Agreement if Netcore breaches its confidentiality, intellectual property rights or data protection obligations under the Reseller Agreement and these Terms, which is not curable, and where such breach can be cured, has not been cured within thirty (30) Business Days of written notice specifying such breach.

10.4 The Netcore WhatsApp services are contingent upon the facilities and business rules of Meta Platforms, as set out under the WhatsApp agreement signed between Netcore and Meta Platforms (formerly Facebook Ireland) (“Meta Agreement”). In the event of any change in the terms and conditions or business rules by Meta Platforms Ireland Limited under the Meta Agreement that impacts the ability of Netcore to provide the WhatsApp Services under the Reseller Agreement, Netcore will notify the Reseller immediately of such change in the terms and conditions and the effective date of such change. Either Party may terminate the WhatsApp services being availed under the Reseller Agreement forthwith, without liability, if the Reseller declines to accept the modified terms and conditions under which Netcore will provide the WhatsApp services. It is abundantly clarified that where the Reseller agrees to the revised terms, it shall sign an addendum or amendment letter with its Lead Customers, making them liable to comply with the new terms and conditions and provide a copy of the same to Netcore. Termination of the WhatsApp services will not affect the other Services being provided under the Reseller Agreement and the POs.

10.5 Automatic termination: (a) The WhatsApp services to Lead Customers will automatically terminate upon the termination of the Meta Agreement (defined in 10.4 above). (b) RCS services will automatically terminate when the agreement between Netcore and the RCS messaging application Partner has terminated.

10.6 Meta Platform rights to terminate and/or suspend the WhatsApp services to one or all Lead Customers:

10.6.1 Reserved Rights. Notwithstanding anything to the contrary, Meta Platform reserves the right to and without liability, immediately limit, suspend, or terminate the Reseller and their Lead Customer’s access to the WhatsApp solution, and/or any or all user data (or any portion thereof), if Meta Platform believes, in its sole discretion, that it is desirable to: (a) protect the integrity, security, or privacy of any Meta products, systems, or data and/or any users, (b) protect any Meta Companies from regulatory, financial, or legal liability and/or to comply with any law, rule or regulation, or (c) prevent or limit risk of harm or damage (including reputational harm or damage) to any Meta Companies and/or any Meta Company products, systems, or data. “Meta Companies” means the companies listed at https://faq.whatsapp.com/481188387305001 (or a successor URL). It is abundantly clarified that Netcore shall not be liable to the Reseller or its Lead Customers for any termination or suspension of WhatsApp services by Meta Platform under this clause.

10.6.2 Suspension and Termination. Meta Platforms may immediately suspend or terminate the Reseller and their Lead Customer’s access to the WhatsApp solution, if the Reseller or any of their Lead Customer is in breach of the terms under the Reseller Agreement and these Terms (including the policies to the links stated in this Agreement). Upon termination, Netcore will promptly delete access of the Reseller and their Lead Customer’s access to the WhatsApp solution and any related software code. It is abundantly clarified that Netcore shall not be liable to the Reseller and/or their Lead Customer for any termination or suspension of WhatsApp services by Meta Platform under this clause.

 
It is further clarified that (a) termination of access to WhatsApp services of any one Lead Customer, will not affect the access to the Reseller and other Lead Customers; and (b) termination/suspension of access to the Reseller will affect the right to use the WhatsApp services for all the Lead Customers onboarded by the Reseller under a SO as per the Reseller Agreement and in such an instance, Netcore has the right to onboard these Lead Customers directly under a contract between Netcore and the Lead Customer and continue to make available the WhatsApp services.

 

10.7 The SMS services provided by Netcore are contingent upon the facilities and business rules of the telecom operators and TRAI. In the event of any change in the terms and conditions or business rules of any of the operators or TRAI that impacts the ability of Netcore to provide the SMS services, Netcore will notify the Reseller of such change in the terms and conditions. Either Party may terminate the SMS services under the Reseller Agreement or the PO forthwith, without liability, if the Reseller or any Lead Customer declines to accept the modified terms and conditions within a period of 15 days, under which Netcore will provide the SMS services to the various Lead Customers. The termination of the SMS services will not affect the other Netcore Services which are being procured by the Lead Customers. It is abundantly clarified that where the Reseller and its Lead Customers agree to the revised terms, they shall sign an addendum or amendment letter, making the Lead Customer liable to comply with the new terms and conditions for the SMS services and provide a copy of the same to Netcore. Termination of the SMS services for one or more Lead Customer, who are not agreeing to the new SMS terms, will not affect the SMS services to the other Lead Customers.

 
10.8 The RCS services provided are contingent upon the facilities and business rules of RCS Messaging Application Partner. In the event of any change in the terms and conditions or business rules of the Messaging Application Partner that impacts the ability to provide the RCS Services Netcore will notify the Reseller of such change in the terms and conditions. Either Party may terminate the RCS services under the Reseller Agreement forthwith, without liability, if the Reseller or any Lead Customer declines to accept the modified terms and conditions within a period of 15 days, under which Netcore will provide the RCS services to the various Lead Customers. The termination of the RCS services will not affect the other Netcore Services which are being procured by the Lead Customers. It is abundantly clarified that where the Reseller and its Lead Customers agree to the revised terms, it shall sign an addendum or amendment letter, making the Lead Customer liable to comply with the new terms and conditions for the RCS services and provide a copy of the same to Netcore. Termination of the RCS services for one or more Lead Customer, who are not agreeing to the new RCS terms, will not affect the RCS services to the other Lead Customers.

10.9 Where the Reseller terminates this Agreement for any reason, Netcore has the right to directly engage/ contract with the Lead Customers, with whom the Reseller has signed a SO and start providing them with Netcore Services and products and also bill such Lead Customer directly.

10.10 Upon the termination of the Reseller Agreement or any specific PO for any reason;

1. Clearing outstanding dues:
a) Parties will clear all pending invoices, raised but not cleared, within 5 (five) days from the termination/ cessation date under the Reseller Agreement or the specific PO, as the case may be.

b) where Netcore Services have been rendered but invoices not raised, such invoices will be raised within 5 (five) days from the termination/ cessation date under the Reseller Agreement or the specific PO, as the case may be, and payable by the other Party within 30 (thirty) days from the date of the invoice.

2. All services to Lead Customers under the Reseller Agreement will be discontinued by Netcore when the Reseller Agreement terminates and where any specific PO is terminated, the services to the specific Lead Customer under the PO will be discontinued. It is clarified that for referral engagements under the Reseller Agreement, the same will continue to be in force, even if the Reseller Agreement terminates and Netcore will continue to bill such customers and the Reseller will be entitled to its commission as per the Reseller Agreement, to the extent applicable.

3.the Reseller shall forthwith cease to generate leads or use the name of Netcore in any of its business dealings, marketing material, or hold itself out as an agent, partner or business affiliate of Netcore;

4. erase all data pertaining to Netcore and the Lead Customers and provide a certificate to that effect;

5. Netcore shall be entitled to continue providing the Netcore Services to the Lead Customer, till the expiry of the service agreement or SO by directly contracting with them; and

6. the Reseller shall return all Confidential Information of Netcore, in its possession or those in the possession of its employees and associates, without retaining any copy thereof.

10.11 Unless otherwise stated in these Terms, these Terms will terminate upon termination of the Reseller Agreement.

 
11. FORCE MAJEURE

11.1 If the whole or any part of the performance by either party, of its obligations under the Reseller Agreement or any specific PO, is prevented, hindered, delayed or otherwise made impracticable by reason of any event, beyond the reasonable control of the parties including but not limited to strikes, labour disputes, floods, fire, earthquakes, accidents, riots, explosions, wars, terrorism, hostilities, political unrest, orders and/ or restrictions imposed by Government and/ or courts and/ or any other public authority such that it is impossible to perform the obligations under the Reseller Agreement or any PO, prolonged failure of energy, software glitches, viruses, hacking, major breakdown and/or destruction of Netcore’s servers, breakdown of Netcore’s hardware and software system, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider or any other cause or circumstances beyond the control of the Parties hereto which prevents timely fulfilment of obligation of any Party hereunder (“Event of Force Majeure“), whose performance is thus prevented, hindered or delayed shall be excused from such performance during the continuance of such Event of Force Majeure. On the happening of such Event of Force Majeure, the Parties shall immediately consult each other in order to find an equitable solution and shall use all reasonable effort to minimize the consequences of Event of Force Majeure.

 
12. SUB-CONTRACTING

12.1 Reseller will not sub-contract its obligations under the Reseller Agreement or these Terms, to any party without the prior written consent of Netcore.

12.2 Reseller shall ensure that any sub-contractor appointed in terms of the Reseller Agreement or these Terms, will be bound by similar terms as contained herein, including terms relating to confidentiality, protection of intellectual property, non-solicitation, restriction to solicit leads and Lead Customers and when requested by Netcore, share a copy of such sub-contracting agreement

12.3 The Reseller shall at all times be liable for the acts of its sub-contractors.

 
13. MISCELLANEOUS

13.1 Change in SMS pricing: The SMS pricing may be revised from time to time subject to change in pricing / tariffs/ plans by mobile operators including interconnect charges and/or change in Government/ DoT/ TRAI regulations or any other applicable laws. Netcore will notify Reseller in writing and will send intimation 7 (seven) days prior to giving effect to such change.

13.2 Change in RCS pricing: RCS pricing is subject to revision as a consequence of changes by the Messaging Application Partner, including interconnect charges. Netcore will notify Reseller in writing and will send intimation 7 (seven) days prior to giving effect to such change.

13.3 Change in WhatsApp pricing: WhatsApp pricing is subject to revision as a consequence of changes by Meta Platforms, including interconnect charges. Netcore will notify Reseller in writing and will send intimation 7 (seven) days prior to giving effect to such change.

13.4 Compliance with Law: Each Party shall at all times comply with all applicable laws, governing them and those that may be applicable to them under the Reseller Agreement and these Terms, including but not limited to data protection laws.

13.5 Binding Effect: These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective legal successors, and permitted assigns and read in conjunction with the Reseller Agreement.

13.6Entire Agreement: These Terms, including the Reseller Agreement, the Annexures and Exhibits attached hereto, constitutes the entire agreement between the Parties, and supersedes all prior agreements or contemporaneous communications between the Parties (whether written or oral).

13.7 Amendment: Netcore reserves the right, to change, modify, add or remove portions of these Terms at any time. Such changes shall be posted on the link https://netcore.ai/additional-terms-netcore-and-reseller-agreement/. Reseller is responsible for regularly reviewing these Terms, including amendments thereto as may be posted and shall deem to have accepted the amended Terms by continuing to use the Netcore Services for its Lead Customers or itself. The Reseller will ensure that all changes are communicated to the Lead Customers for their compliance as well, to the extent applicable and secure written consent from the Lead Customers.

13.8 Survival

Clauses in these Terms, which are intended to survive the Term and termination or expiration of the Reseller Agreement, shall survive the Term and termination or expiration hereof.

13.9 Severability

If any provision of these Terms or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of these Terms and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

 

ANNEXURE A

DESCRIPTION OF NETCORE SERVICES

 
Here’s the detail description of Netcore’s Products & Services:
 

Product Suite Name	Brief Description
1. Customer Engagement (CE)	Powerful, easy-to-use, intelligent customer engagement platform that delivers real business results – growth in conversion & retention
2. Personalization (PZ)	AI-powered personalization platform to improve conversion and retention. Personalize end-to-end shopping experiences and help your customers discover products they love.
3. Product Experience (PX)	Drive product-led growth and improve funnel conversions with no-code. Empower your product teams with speed and agility to deliver amazing product experiences that retain customers-for life

 
1. Customer Engagement (CE) enables you to:

a. Efficiently automate the delivery of highly personalized campaign to distinct customers and segments

b. Build a 360-degree understanding of your customers: Accurately analyse customer behaviour at every stage of the journey. You can truly understand who your customers are, what they are doing, and what you need to do to engage, convert and retain them.

c. Maximise Revenue and Retention with AI-Led Insights: Allow RAMAN (Netcore’s AI & ML Layer) to tell you “what happened?”, “Why it happened?”, “What to do next?”. Let his razor-sharp insights fuel your marketing strategy, boost your ROI & Increase retention.

d. Orchestrate diverse customer journeys: Automate agile workflows on our visual tool to engage with relevant customer segments by sending personalized campaigns on the right channel, at the right time. Adapt your journeys on-the-fly to meet your conversion goals.

d. Accurately analyse unique customer behaviour at each stage of the journey: Understand who your customers are, that they’re doing, what they need, what is needed to convert, engage, & retain them. You get different analytical views like:

1. Funnel Analysis
2. Cohort Analysis
3. RFM Analysis
4. User Path Analysis
5. Behavioural Dashboard

 
2. Personalization (PZ) Suite enables you to:

a. Provide Hyperpersonalized product recommendations: Improve Product Discovery with AI-Powered product recommendations. NetcoreCloud’s patented AI algorithms analyse customer behaviour to predict and recommend products that shoppers are most likely to purchase.

b. Content Personalization: Tailor-make experiences for every user on your websites. Create personalized website experiences by customising them to reflect each visitor’s tastes, preferences, and behaviours in real-time!

c. Channel Personalization: Catalyse conversations across multiple channels. Personalize customer experiences with the most relevant & timely recommendations with 1:1 journeys across channels

d. Omnichannel Personalization: Craft Personalized experiences for every customer across devices and channels. Increase conversions by delivering exceptional experiences across multiple digital touchpoints – website, mobile app, email, app push notifications, or social media ads.

e. Personalized Boutique Page: Landing Page of products personalized for each customer. Our AI engine understands unique customer behaviour to showcase a personalized landing page full of products the customers are likely to buy.

 
3. Product Experience (PX) Suite enables you to:

a. Contextual Walkthroughs & Nudges: Build App Experiences with absolutely no-code.
Run the right nudges & Walkthroughs to your users without dependency on developers or having to wait for app-release cycles.

• Choose from an extensive nudge library, as you help your users contextually navigate across your product on Day 0 to the most important sections that tent to retain users.
• Showcasing all features on the home-screen isn’t feasible. Walkthroughs ensure you contextually guide users to the right sections based on the stage in the user-lifecycle.
• Nudge & handhold users to critical cycles like cancelling a ride/purchase & help take decisive action in moments of high-intent like “Win a Contest” or “add delivery address”.

b. Mobile A/B Testing: Experiment with every element of your app like home-screen, payment gateway-page, colour, CTA.

• With flowchart-based A/B Testing, every single use-case can be mapped out & A/B Tested with ease.
• With variable led-testing, enjoy extra flexibility to A/B testing multiple components of a feature at the same time – reducing engineering involvement to a bare minimum.
• With A/B Testing, you can test client-side features on platforms such as Android, iOS, Web & API responses on backend servers like NodeJS/Java
• Deploy specific variants on your production devices without engineering involvement.

c. Feature Flags – Release features in just one-click

• Roll-out segment specific features
• Test features in production without engineering effort
• Kill the feature with just one switch
• Test all your features in a platform-agnostic way.
• Integrate with the analytics platform of your choice.

d. User Journey Maps

• Drag & Drop Nudges into key product funnels
• Test Variations of Nudges. Deploy classing 50/50 split test, multi-arm or multivariate test at any point in the user journey. Test the entire group of nudges by creating additional branches from experimenting arms themselves.
• Rollout Native & display nudges right from the journey builder. Deploy rollouts after specific nudge to make rollouts conditional or previous user or attributes.

e. Reporting and Insights

• Journeys with analytics baked in
• Tying each event to metrics that matter
• Measure an unlimited number of secondary goals
• Allow Nudge timelines to showcase the larger picture

 

Email Marketing

AI to make every email impactful Predictive Segmentation: Choose the most likely to engage audience for your campaigns. Predictive Engagement: Uplifting inboxing by prioritising email campaigns by predicting who will engage with the email first.Send Time Optimization: Deliver emails at the right time and get maximum ROI. Subject Line Optimization: Optimize your subject lines based on historical performance. Adaptive Throughput: Adjust delivery in real-time for time-sensitive emails to deliver within 3 seconds.

Automate workflows with intuitive journey builder Create personalized customer journeys effortlessly with our intuitive drag and drop journey builder. Guide your users to take the right action at every step.

Actionable insights for better decisions Get a panoramic view of your campaign performance. Our reports help you analyse data better, pickup trends and recommend the next best action.

 

Detailed Description of Netcore Email Services

Netcore’s Smartech Solution for facilitating automated digital communication.

• Email Marketing

It enables Client to enhance customer engagement with mobile-ready & social media integrated email campaigns delivered timely into Inbox

 

Unique preposition:

a. Significantly higher inbox delivery rates than any other service provider

b. Automatic Processing of unsubscribed and wrong email addresses

c.Expert Consultancy

d. Throughput of 10 lakh emails/hour per client

e. Established relationships & FBL’s (Feedback Loop) with all major ISPs (Internet Service Providers)

f. All Emails are authenticated using SPF (Sender Policy Framework) and Domain Keys

g. Large array of mailing servers for high volume and rapid sending

h. Pool of 16000+ IPs used in rotation to deliver mails to ensure mail reaches user’s Inbox

 

Features & Functions:

• Intuitive and user-friendly interface
• Email campaign preview across multiple devices
• Listfix feature to autocorrect
• Free responsive templates
• Drag and drop feature
• Easy Spam checker
• A/B testing tool
• Dynamic content as per user preference or attributes
• ROI Tracker
• Subscription widget integration to automatically build email list
• List Secure to authenticate and authorize access to email database

 

a. Transactional Email Marketing

Deliver highly personalized and targeted automated triggered emails in just fraction of a minute using our robust and scalable, triggered email platform Smartech and improve your customer interactions and brand relevance.
 
Features and Functions

• Easily integrates with your website, CRM and other systems via SMTP/ web API
• Reliable and robust SMTP relay server with 99.98% uptime
• Good reputation IPs that guarantee high inbox deliverability
• Webhooks that give instant notifications via HTTP callback
• Real time email tracking with bounce management

 

Data Purging: Netcore will permanently purge all Client data (including any Content or personal data), transaction data and reports every 3 months, post which the same will not be available in Netcore’s records.

 

• Accelerated Mobile Pages – AMP for Email

 

Offer a website/app-like experience within your email.

• No Click throughs. No landing pages. No redirections.
• Bring interactivity via our no-code, Drag & Drop editor with 3 clicks.
• Witness higher conversions and greater ROI.
• Some of the top use-cases for AMP for emails are: Feedback & Survey Forms, Product search withing email, Gamification, Image Carousel, Live price Ticker, etc.

Detailed Description of Netcore WA Services

 

Netcore’s WhatsApp Business API Solution facilitating digital communication for Lead Customers.

 

WhatsApp Business API

 

Deliver personalized and targeted automated triggered messages to WhatsApp in just fraction of a minute using our robust and scalable, triggered platform Pepipost and improve your customer interactions and brand relevance.

 

Features and Functions

• Easily integrates with your website, CRM and other systems via web API
• Reliable and robust server with high uptime
• Webhooks that give instant notifications via HTTP callback
• Consent management
• A user (Lead Customer’s user) must first give opt-in to receive messages in WhatsApp by opting into them from other then WhatsApp channel
• Netcore will expose opt-in and opt-out API. Using these API customer should call these API and confirm on user’s opt-in and opt-out status.
• Delivery Reports
• Template message reports and conversation reports will be available in Report management.
• We will maintain reports for 3 months only. Post that user data will be purged.
• Template Management
• As a process every time a new template has to be approved by WA team. Post approval, these templates will be used for sending WA messages via API.
• WA template support multiple language.
• Sending Template message via API support only text-based templates only. Media template is not part of message template.

 

In the event the Lead Customer is desirous of activating International WhatsApp messages, the Lead Customer shall give a written request for such activation. Pursuant to the Parties agreeing to the commercials in writing, the International WhatsApp messages shall be activated. The International/Domestic WhatsApp rate card can be accessed by the Lead Customer at https://developers.facebook.com/docs/whatsapp/pricing#inr. Billing will be done as per the then current month costing by WhatsApp basis countries used.

 

Data Purging: Netcore will permanently purge all Lead Customer data (including any Content or personal data), transaction data and reports every 3 months, post which the same will not be available in Netcore’s records.

 

Netcore’s Smartech Solution for facilitating automated digital communication

Mobile Marketing

Reach customers on the device that matters most to them with our easy-to-use mobile marketing platform. Our mobility solutions help generate more leads, increase revenues and stay connected with customers.

 

Unique Preposition:

• Extensive portfolio of mobile marketing solutions including SMS marketing, voice marketing (IVR, OBD, call patching, text to speech), Missed call solutions and push notifications
• State-of-the-art SMSC to provide higher control over SMS delivery
• Ability to retry message delivery for critical messages such as OTP, payment due dates, etc
• Instant delivery reports
• Robust, scalable middleware that can be installed in your premise for sending transactional SMSs
• End-to-end campaign management through API: Available on http and https; execute faster with easy automation

 

Features and Functions:

• Send Bulk messages using a keyword to a short-code or long-code
• Schedule and personalize SMS
• Database profiling based on geographic, demographic & psychographic information
• Multi-modal: Target on SMS & Voice
• Automate responses with a URL call to system
• Auto-response message for all incoming messages

 

Netcore’s SMS API Solution

For SMS API, Netcore will provide to the Client an API integration and also provide MIS reports:

 

PUSH SMS:

• Short Messaging Service (SMS) Solution is hosted by Netcore, enabling the Client to send SMS to its consumers/ customers for value added service-related messages etc. to pre-defined numbers.
• The system will support all features based on the following functional blocks:
1. API HTTP/HTTPS
2. Interface Management in form of web portal
3. MIS and Detail Reports
4. Multilingual/regional language
5. Future Scheduling

 

STANDARD DATA PURGING POLICY:

(a) Client event data and campaign summary data will be stored by Netcore for 12 months.

(b) Anonymous user data would be stored for 3 months.

(c) User-level data for “Delivered” and “Sent” from SMS, web push, and app push campaigns/journeys will be stored for 6 months.

 

For Product Experience (PX): 12 months data purging policy shall apply where PX is being availed along with customer engagement platform. For standalone PX services, 3 months purging cycle will apply.

For Email API: Netcore shall retain PII information on its Email API platform, which is limited to email address(es), for delivering emails on behalf of the customer to the intended recipient(s). Netcore shall retain this PII data for not more than 90 days from the date of the transaction, post which, the email addresses will automatically get purged. Netcore shall retain usage data and summary of information, for the purpose of billing, audit, service improvements and responding to the Client’s queries.

For WhatsApp services: Netcore will permanently purge all customer data (including any content or personal data), transaction data and reports every 3 months, post which the same will not be available in Netcore’s records.

 

Post the timelines stated above these data will be purged and will not be available in Netcore’s records. For further details on the data purging policy of Netcore please see https://cedocs.netcore.ai/docs/policy.

 

EXHIBIT A

SALE ORDER (SO) TEMPLATE

1) SO template for CEE + MAU

2) SO template for CEE + MTU

3) SO template for Email

4) SO template for Full stack MAU

5) SO template for Full stack MTU

6) SO template for RCS services

7) SO template for WhatsApp services

 

EXHIBIT B

Terms of use of Netcore Services

THE RESELLER SHALL ENSURE THAT THE TERMS OF USE UNDER THIS EXHIBIT B WILL EITHER FORM PART OF THE SO SIGNED BY THE RESELLER WITH THE LEAD CUSTOMERS AS AN ANNEXURE TO THE SO OR THESE TERMS AND CONDITIONS WILL NEED TO BE UPLOADED ON THE RESELLER’S WEBSITE AND A LINK TO THE SAME ADDED IN THE SO.

———————————————————————————————————————————

TERMS OF USE AS APPLICABLE FOR THE SERVICES PROVIDED TO THE CUSTOMER UNDER THEIR RESPECTIVE SERVICE ORDERS.

The Terms of Use (“Terms”) set out herein shall apply to the services being offered by us to the customers, to the extent availed/ applicable, under their respective Service Orders (SO) (“Services”). We represent that we are authorised to provide the Services. It is further understood that, (a) for WhatsApp services, which is a solution owned and controlled by Meta Platforms Ireland, formerly known as Facebook Ireland Limited (“Meta”), we are acting as a reseller of the WhatsApp services for primary service provider, (b) for RCS services, we are authorised by the primary service provider, who is authorised by RBM to resell the RCS services. It is further understood that the Customer has subscribed to the Services and the pricing, payment terms and duration of such service subscription is detailed in the Customer’s SO (“Subscription”). If there is any inconsistency between these Terms and the subscription details in SO, as to the provisioning of the Services, these Terms shall prevail.

 

Acceptance of these Terms:

Customer will not use the Services under the SO if it does not accept these Terms or are unable to be bound by these Terms. As a condition of the Customer using the Services, it is deemed that the Customer is agreeable to these Terms.

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

“Business Day” shall mean a day from Monday to Friday (both days inclusive) which is not a public holiday in the Country where we operate and as detailed in the SO.

“Customer” shall mean the entity or person procuring the Services under an SO.

“Confidential Information” means non-public information provided by the Disclosing Party, in any form or media, that may/may not be marked or designated by the Disclosing Party as being proprietary or confidential and may include, without limitation, information (including information transmitted in written, electronic, magnetic or other form and also information transmitted orally or visually), regarding the Disclosing Party’s financial statements, agreements, documents, products, software’s, sources codes, customers/investors, employees, policies and practices, marketing plans, financial status and tangible expressions and reproductions thereof.

“Disclosing Party” means the Party, which discloses confidential information under the Subscription and these Terms.

“Effective Date” means the start date of the Services as stated in the SO.

“End User” shall mean such person or entity to whom the WhatsApp messages, SMS, RCS messages and Emails will be sent by the Customer while using the Services.

“Intellectual Property Rights” shall mean to include patents, trademarks, trade names, design rights, copyright (including rights in computer software, source code, and moral rights), database rights, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.

“Parties” shall mean the Customer and us (as the license holder), and individually as “Party” where the context so requires.

“RCS” means Rich Communication Messaging Services provided by Google.

“Recipient” means the Party, which receives confidential information from the Disclosing Party.

“SMS” shall mean short message service;

“Software Solution” shall mean a cloud-based solution, an access of which is given to the Customer through a software panel, to enable it for a cross-channel communication systems and the other service features;

“Terms” shall mean the terms and conditions set out herein;

“Tenure” shall have the meaning ascribed to it under Clause 9 of these Terms;

“TRAI” shall mean the Telecom Regulatory Authority of India.

1.2 The clause headings under these in these Terms are for convenience only and shall not affect its interpretation or construction.

1.3 Under these Terms, the words ‘include’, ‘includes’, ‘including’ and ‘such as’ are to be construed as if they were immediately followed by the words ‘without limitation’.

1.4 As per these Terms, unless the context clearly indicates another intention:

a) reference to one gender includes a reference to the other gender,

b) reference to the singular includes the plural and vice versa,

c) reference to a clause is a reference to a, clause of these Terms and shall form an integral part of these Terms,

d) reference to a statutory provision shall be construed as meaning and including a reference to that provision as amended or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision,

e) reference to a document is a reference to that document as from time to time supplemented or varied,

f) unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the following Business Day if the last day of such period is not a Business Day;

g) any reference to a “person” includes any natural person, partnership, firm, company, governmental authority, joint venture, association or other entity (whether or not having separate legal personality); and

h) the terms “herein”, “hereof”, “hereunder” and words of similar purport refer to these Terms as a whole.

2. COVENANTS OF THE CUSTOMER

2.1 For India SMS Services:
a) Customer availing the SMS Service in India will comply with the TRAI Telecom Commercial Communications Customer Preference Regulations 2018 (“TCCCP Regulations”) and the registration requirements therein. Failing to conform to the TCCCP Regulations and the requirements therein, no SMS will be sent and we will not be held responsible for the same. Customer will be liable to pay all penalties that may be imposed by TRAI or the telecom operators, due to any act of the Customer which is in contravention of the TCCCP Regulations and the registration submissions.

b) The SMS Services hereunder is for bulk SMS service within India and if the Customer uses any IP for the SMS Services, which is outside of India, such will be considered as an International SMS and the Customer shall place a request with us to contract separately for the usage of the international SMS’s and SMSs already sent from such IP will be charged as an international SMS as per operator rules.

c) Customer agrees that the use of the Services pertaining to the SMSes shall be subject to the applicable TRAI directions, rules and TCCCP Regulations (“TRAI laws”) and will at all times comply with the applicable TRAI laws.

d) Customer agrees upon availing A2P SMS service, authorizes us to route the services through either PSTN or IP Networks basis feasibility for ensuring smooth and efficient delivery of SMS.

e) Customer will, no later than 24 hours upon being notified by us, of any TRAI or telecom operator complaint, provide such evidence, including opt-in proof of the End User, as the case may be, to close any complaint favourably.

f) Customer will maintain valid opt-in proof/ consent from the End Users, prior to sending any SMSs through the Subscription and record such consents as per the TRAI laws.

 
2.2 For International SMS Services:

a) Customer availing the international SMS Service from India will comply with the TRAI Telecom Commercial Communications Customer Preference Regulations 2018 (“TCCCP Regulations”) and the registration requirements therein. Failing to conform to the TCCCP Regulations and the requirements therein, no SMS will be sent and we will not be held responsible for the same. Customer will be liable to pay all penalties that may be imposed by TRAI or the telecom operators, due to any act of the Customer which is in contravention of the TCCCP Regulations and the registration submissions.

b) The SMS Services hereunder is provided by obtaining from integrators who have tie ups with international telecom operators. International operators offer their services country specific operators specific pricing and revisions to such pricing are affected with immediate effect upon notification from time to time by international telecom operators. We will revise such pricing changes to the Customer with 7 (seven) days prior written notice/intimation via email communication.

c) If International service is availed by the Customer, it will be enabled for all country destinations across the globe and any trigger from the Customer, Customer system is construed as initiated by the client and consented for availing such service and grants right to us to bill the Customer at existing country, operator specific price offering.

 
2.3 For WhatsApp Services:

a) Customer shall obtain prior permission from its end recipients and keep record of their valid opt-in proofs before starting the process of sending the WhatsApp messages. We will be entitled to reimbursement of all costs and expenses incurred by us to defend any claims or address any complaints made by a recipient, or by Meta, or any other party or entity, for sending unsolicited WhatsApp messages.

b) Breach by Customer of its obligations under the Terms as to the requirements of procuring the WhatsApp services, will have a material impact on the Meta engagement and can lead to the termination of the Meta engagement by Meta, including seeking indemnification from the service providers, we reserve the right to terminate the Services forthwith for any breach by the Customer, including seeking damages and/or invoke arbitration.

c) Customer shall provide its Facebook Business Manager Id and shall approve service provider’s account in its FB business manager to enable the WhatsApp Business service.

d) No resale. The Customer will not (i) resell the WhatsApp solution or allow third parties to integrate with, access or use the WhatsApp solution, unless otherwise permitted by us in writing or (ii) use any of the Meta or WhatsApp names and trademarks in any way (unless permitted under another agreement between the Customer and Meta); or (c) transfer any of its rights or obligations under these Terms to anyone else without our written consent which will then be forwarded to Meta for their final consent.

e) The Customer hereby agrees to do all acts as may be requested by us, in order to assist us in providing the WhatsApp services in line with requirements of Meta Platforms Ireland Limited.

f) Compliance with law. Customer hereby represents and warrants that its access or use of the WhatsApp solution for business or commercial purposes complies with all applicable laws, rules, and regulations. It further represents that it will restrict access to its Content and apps in accordance with all applicable laws, rules and regulations, including geo-filtering or age-gating access where required. If Customer is located in a country that is subject to embargo under the laws of the United States (or under similar laws applicable to you) you may not engage in commercial activities on the Meta Products unless authorised by applicable laws. If the Customer is on the US Treasury Department’s list of Specially Designated Nationals (or an equivalent list), the Customer will not be allowed to use Meta’s WhatsApp services. The Customer will also be unable to access or use the WhatsApp solution or any other Meta products, if the Customer is prohibited from receiving products, services or software under applicable law.

g) Data Restrictions. Customer will not use the WhatsApp solution to collect from people, information that: (i) is known or reasonably should be known is from or about children under the age of 13; or (ii) includes health, financial, biometrics or other categories of similarly sensitive information (including any information defined as sensitive under applicable law); except in cases where Customer is sending financial information for the express purpose of effecting a financial transaction between the Customer and its End User.

h) Conditions on Governmental Entity Use (if applicable). If the Customer is a governmental entity, it hereby represents that: (a) it is not restricted by any applicable law, policy, or principle from agreeing and performing, or accepting performance of, any term or condition of these Terms; (b) no applicable law, policy, or principle renders any term or condition of these Terms unenforceable against it or any applicable governmental entity; (c) it is authorized to, and have the legal capacity under applicable laws, policies, and principles to represent and bind any applicable governmental entity to the terms and conditions of these Terms; and (d) by signing these Terms based upon an impartial decision concerning the value of the WhatsApp solution, and no improper conduct or conflict of interest has influenced the Customer’s decision to enter into these Terms. If the Customer has accepted these Terms in violation of this clause, Meta Platform may elect to terminate the access of the WhatsApp solution to the Customer, without any liability to the service providers.

i) Meta hosting terms. The Meta hosting terms as available at https://www.facebook.com/legal/Meta-Hosting-Terms-Cloud-API, shall apply to the Customer for usage of the WhatsApp services and the Customer agrees to comply with the requirements under the same, as applicable to it.

j) Meta Policies: The Customer hereby agrees to comply with the following Meta Platform policies, as may be amended by Meta Platforms, from time to time:

a) https://www.whatsapp.com/legal/business-policy
b) https://www.whatsapp.com/legal/business-solution-terms/

c) https://developers.facebook.com/terms/dfc_platform_terms/

k) Sharing of Customer information:

i. Reports: we are entitled to provide to Meta, reports related to the Customer’s usage of the WhatsApp solution, as may be requested by Meta Platforms from time to time. Where any such information rests with the Customer, the same shall be provided by the Customer to us within 15 days of being notified/ informed of the same.

ii. Required Information. Customer hereby consents to us or the primary service provider sharing Customer information or where Customer has the information, the Customer will promptly provide us with all information relating to the Customer that is requested by Meta Platforms in connection with a response to or request from local authorities, regulators, or other governmental entities, or as otherwise reasonably required by applicable laws, regulation, or administrative requirements.

 

2.4 For RCS services:

a) The Customer represents that it has obtained consent of the intended recipients to send them RCS messages

b) The RCS contents may include but is not be limited to text messages, messages on WAP sites websites, RSS feeds, texts, metadata, images, photos, videos, audios, and audio-visuals.

c) Customer will ensure that it does not use the RCS services (a) to send unsolicited communications; and/or (b) send such RCS content where the End User might think the sender is actually not the Customer.

d) Customer will, no later than 2 (two) days upon being notified by us of any complaint, provide such evidence, including opt-in proof of the End User, as the case may be, to close any complaint favourably. The Customer shall be liable for all penalties that may be imposed, arising from the RCS content shared by the Customer or sharing of RCS content without receipt of opt-in consent.

 
2.5 The Customer shall not:

a) license, sub-license, rent, loan, sell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software Solution, platform (where applicable) or the Services, except as necessary to give effect to this Subscription and these Terms.

b) remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on the platform or the Software Solution, or add any other markings or notices to the platform or Software Solution.

c) attempt to gain unauthorized access to any of the data centres, systems or networks involved in the processing of the Services.

d) interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein

 

2.6 Customer shall at all times be responsible for creation of the content and creatives of the WhatsApp messages, SMS, RCS and Email messages it proposes to send as part of the Services (“Content”). Customer will at all times be liable for the consequences arising from the Content.
 
2.7 Customer shall ensure that the Content is not infringing, libellous, defamatory, obscene, pornographic, abusive, harmful, threatening, harassing, stalking, embarrassing tortuous, offensive, hateful, or racially, ethnically or otherwise objectionable, misleading or violating any law or rules laid down by statute or any right of any individual or third party.

 
2.8 Customer shall: (a) notify us immediately of any unauthorized use of any password or user id or any other known or suspected breach of security of the software panel provided under these Terms, and (b) report to us immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by Customer or its authorised users.
 
2.9 The Customer shall make timely payments to us as per their respective SO, failing which, license towards the Services will be suspended.
 
2.10 Customer shall be liable to pay such taxes as is applicable for availing the Services under the Subscription and the liability for collection and discharge of the applicable tax liabilities rest with the us.
 
2.11 Customer shall ensure that its collection, access, use and disclosure of End-User information complies with the applicable law(s). Customer shall at all times perform its obligations in accordance with applicable laws and not cause us or the primary service provider to be in material violation of any applicable laws, while providing the Services to the Customer.
 
2.12 The Customer shall obtain and maintain any required consents necessary to permit the processing of data by us and the primary service provider under these Terms.

 
2.13 The Customer shall take all reasonable measures to avoid any unauthorized or fraudulent use of the Services and will ensure that all its users adhere to the terms of this Agreement
 

3. OUR COVENANTS

3.1 If due to the regulation of traffic of SMSs or RCS messages for any other reason whatsoever, the Services are affected, then the Customer shall be notified of the same within 72 hours.

3.2 Upon receipt of notification from Customer of any communication problems faced by the Customer as a result of the application, we will use our best efforts remedy the same as per the service levels of the Services.

3.2 Customer data (including any Content or personal data), transaction data and reports will be permanently purged every 3 months, post which the same will not be available in the records.l>
 

4. CONFIDENTIALITY

4.1 The Parties will maintain utmost confidentiality regarding the contents of the Subscription and these Terms and none of the Parties will make any announcement to the public or to any third party regarding the arrangements contemplated by the Subscription and these Terms without the consent of the other in writing which shall not be unreasonably withheld.

4.2 The Parties acknowledge that it or its employees may be exposed to or acquire information which is proprietary to or confidential to the other Party or its Customers or to third parties to whom the Party owes a duty of confidentiality. The Recipient agrees to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the provision of Services as contemplated by the Subscription and these Terms and to advise each of its employees who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential.

4.3 The Recipient shall not be liable for the disclosure or use of Confidential Information if the same is:

a. In or enters the public domain, other than by breach of the Subscription and these Terms; or
b. Known to the Recipient on a non-confidential basis prior to disclosure pursuant to the Subscription and these Terms; or
c. Is or has been lawfully disclosed to the Recipient by a third party without any obligation of confidentiality; or
d. Is required to be disclosed by law or order of a court of competent jurisdiction or otherwise pursuant to a legal proceeding or action or regulatory authority, provided that any such disclosure is limited to the extent required by applicable law, or order, subpoena, regulatory requirement, or litigation disclosure, and the Recipient shall, to the extent possible under the circumstances, furnish prompt written notice of such required disclosure and reasonably cooperate with the Disclosing Party, at the expense of the Disclosing Party, in any effort made by the Disclosing Party to seek a protective order or other appropriate protection of its confidential information.

 
4.4 Personal Data: Each Party will comply with applicable data protection laws when holding, storing, processing or sharing personal data for the purposes of the Subscription, or otherwise.
 

EXHIBIT C

Sample Purchase Order (PO) format is available at below link:

Sample PO format