Terms & Conditions:

THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TECHNOLOGY, ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES. THESE TERMS & CONDITIONS WERE UPDATED ON 23 October 2020 (hereinafter referred to as the “Agreement”/ “Terms of Use”)

1. INTRODUCTION ON THE SCOPE OF THE AGREEMENT

TERMS AND CONDITIONS CONSTITUTE LEGAL CONTRACT. The terms stated herein including any additional guidelines and/or future modifications to this Agreement read together with the Privacy Policy, available at www.telecomadindia.in shall constitute a legal contract between any person utilizing TelecomAdIndia’s services (“User”) of the one part, and TELECOM AD INDIA (“Telecom Ad India”/“Company”) having its registered office at 1st Floor, Saha House, pailan, Kolkata-700104, of the other part (collectively referred to as “Parties” and singularly referred to as “Party”).

ACCEPTANCE OF T&Cs. By using, browsing, accessing, registering or accessing www.telecomadindia.in, or any mobile application developed by Telecom Ad India (“Site”), or availing any service rendered by Telecom Ad India, a User fully, absolutely and unequivocally agrees to comply with and abide by the Agreement.

ELIGIBILITY. Telecom Ad India’s services are open only to persons of 18 years of age and above who have a valid e-mail address and mobile phone number. Users who have been previously suspended or removed from availing any service by Telecom Ad India shall not be eligible to avail services from Telecom Ad India. Users shall not impersonate any person or entity, or falsely state or otherwise misrepresent identity, age or affiliation with any person or entity. If you are below 18 years of age, please exit the Site.

APPLICABILITY. The terms of this Agreement shall be applicable to Users, Business Partners, Alliance Partners and Applicable Controlled Entities, as set forth in this Agreement. This Agreement shall be deemed to be incorporated in the Applicable Agreement. Any reference to the “Agreement” shall include a reference to the Applicable Agreement and any reference to “Applicable Agreement” shall include a reference to this Agreement.

INCONSISTENCY. Notwithstanding anything contained herein, Applicable Agreement shall prevail over this Agreement in case of any inconsistency.

2. DEFINITIONS AND INTERPRETATION

In this Agreement, unless the contrary intention appears and/or the context otherwise requires, capitalized terms defined by: (i) inclusion in quotation and/or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:

“Alliance Partners” are individuals/sole-proprietorships/companies/LLP’s etc who have entered into a service agreement with Telecom Ad India for offering Telecom Ad India’s products and services through web/mobile/API or through any channel whose particulars are listed in Clause 1 of the service agreement with Alliance Partners.

“Applicable Agreement” refers to service agreement in relation to Business Partners and Alliance Partners.

“Applicable Controlled Entity” collectively refers to (i) Sub-Partners appointed by Business Partners, and the Alliance Partners.

“Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, recognized stock exchange, as may be applicable including but not limited to Guidelines on Managing Risks and Code of Conduct in Outsourcing of Financial Services by Banks, Business Correspondent Guidelines issued by RBI from time to time, Payment & Settlement Systems Act, 2007 and rules made thereunder, Policy Guidelines on Issuance and operation of Pre-paid Payment Instruments in India.

“Business Partners” are firms who have entered into a service agreement with Telecom Ad India whose particulars are listed in Clause 1 of the service agreement.

“Confidential Information” means and includes the Intellectual Property and any and all business, technical and financial information of TelecomAdIndia or of any of its affiliates that is related to any of the arrangements contemplated in this Agreement or any other agreement in which this Agreement is incorporated by reference or otherwise disclosed by TelecomAdIndia to the User any information which relates to its financial and/or business operations, including but not limited to, specifications, models, merchant lists/information samples, reports, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, information related to its internal management, customers, products, services, anticipated products/services, processes, financial condition, employees, merchants, Intellectual Property, marketing strategies, experimental work, trade secrets, business plans, business proposals, customer contract terms and conditions, compensation/commission/ service charges payable to the User, and other valuable confidential information and materials that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary.

“Customers” shall mean persons, including all body corporate, partnerships, limited liability partnerships, who are availing services, either as a consumer or otherwise, rendered by a service provider through the User using TelecomAdIndia’s products or services.

“Credit” shall mean the payment made by the Business Partner/Alliance Partner to the Company to carry out transactions through the TelecomAdIndia platform.

“Effective Date” shall mean the date of activation of the account of the User on TelecomAdIndia’s portal.

“TelecomAdIndia Platform” shall mean and include, the platforms (website, mobile app, others) of TelecomAdIndia that the User accesses for registration and further for transacting, including all contents, services, and technology offered through the Platform.

“Intellectual Property” shall mean all intellectual property used for the purpose of or in association with or in relation to the performance of this Agreement and Applicable Agreement, and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, or in association with, or for the operation of the software installed by TelecomAdIndia, (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by TelecomAdIndia during the course of its business and all depictions, derivations and representations thereof, (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the ‘look and feel’ of all of the above, (d) all information, data or material in whatever form, whether tangible or not, provided by TelecomAdIndia to the User during the course of Applicable Agreement; and (e) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques, improvement, utility model, procedures, designs, skills, technical information, notes, experimental results, service techniques, samples, specifications of the products or services, labeling specifications, rights on software, and any other knowledge or know-how of any nature whatsoever.

“Merchants” shall mean individuals and/or entities registered on TelecomAdIndia platform and/or appointed by TelecomAdIndia and/or for discharging functions prescribed under these terms & conditions and/or includes Business Partners, Alliance Partners, etc.

“Products” shall mean products developed by TelecomAdIndia including products permitting electronic top-ups, utility bill payments, travel bookings, delivery of various financial products, other value-added services using various devices like ATMs, POS, Mobile Apps, Internet and any other products available on TelecomAdIndia platform from time to time.

“Service Provider” shall mean any entity with which TelecomAdIndia has, directly or indirectly, executed an agreement for facilitating Transactions between such entity and its Customers.

“Software” shall include custom-built software that is owned by TelecomAdIndia, or software that has been licensed from third party suppliers by TelecomAdIndia and in relation to which TelecomAdIndia has obtained the right to sub-license from such third party suppliers.

“Sub-Partners” shall mean individuals and/or entities appointed by the merchants on whose premises/outlets/website the Products shall be sold to the Customers, for and on behalf of the Service Providers, to facilitate completion of Transactions initiated by such Customers, through the merchants.

“Transactions” shall mean and include transactions taking place between a Service Provider and its Customers including, but not limited to, electronic top-ups for various services, utility bill payments, delivery of financial products and other services of a like nature provided by the Service Provider through TelecomAdIndia’s Products.

“Users” shall include individuals, Business Partner, and Alliance Partner, unless the context provides otherwise or if the context in which the term “User” has been used is inapplicable to such individual, Business Partner or Alliance Partner.

3. GENERAL TERMS AND CONDITIONS

INFORMATION SUPPLIED TO TELECOMADINDIA. Users agree that the information provided by the Users to TelecomAdIndia on registration and at all other times, including payment, is true, accurate, current, and complete.

SECURITY OF ACCOUNT. Users’ mobile number and email identify a Users’ account with TelecomAdIndia through which TelecomAdIndia services are dispensed (“Account’). TelecomAdIndia encourages Users to choose a strong password to protect their Account. It is advised that users do not share their password with anyone or write it down. TelecomAdIndia never, under any circumstances, asks for an Account’s password. If a User has any reason to believe that his Account is no longer secure, then the User shall immediately notify TelecomAdIndia and indemnify TelecomAdIndia from any liabilities that may arise from the misuse of such a User’s Account.

PRIVACY POLICY. All information collected from a User pursuant to the provision of TelecomAdIndia’s services, and information collected by Alliance Partner, Business Partners, Sub-Partners and Merchants during the performance of this Agreement or Applicable Agreement, is subject to TelecomAdIndia’s Privacy Policy.

RECLAIMING INACTIVE ACCOUNTS. If an Account is found to be overly inactive, the Account may be reclaimed by TelecomAdIndia without providing notice to the concerned User. An Account is considered as inactive if the concerned User is not signing in and/or has not done any transactions for more than 6 consecutive months from the Account.

THIRD PARTY SITES, PRODUCTS AND SERVICES. TelecomAdIndia’s services and/or the Site may include links or references to other web sites or services solely for the Users’ convenience (“Reference Sites”). TelecomAdIndia does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. Correspondence or business dealings between Users and concerned Reference Sites are solely between such User and the concerned Reference Site. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at concerned User’s own risk.

BILLING AND PAYMENT. All payments made by Users directly to TelecomAdIndia, shall be made in the manner and in the quantum detailed on the User’s Account at TelecomAdIndia Platform. Users may be notified by TelecomAdIndia regarding any change in the quantum of payments to be made to TelecomAdIndia and the manner of disbursement of such payments; however Users are advised to regularly update themselves of TelecomAdIndia’s billing and payment policy by regularly visiting the Site. TelecomAdIndia shall solely decide on the payments to be provided to User and may amend the payment structure at any time without any prior notice to the User. However, after any such amendment, the detailed payment structure will be made available to the User and be effective immediately. Credit maintained by the Users with TelecomAdIndia shall be non-interest bearing and shall be forfeited by TelecomAdIndia if found lying unused for more than 365 days. The User shall keep enough Credit with TelecomAdIndia to avoid decline of transactions on the TelecomAdIndia Platform.

SALES. All sales of TelecomAdIndia’s services are final with no refund or exchange permitted. Users are responsible for details provided leading to purchase of services. If TelecomAdIndia does not deliver service within 24 hours of money being charged to a User’s payment account through a transaction on the Site, the User may inform TelecomAdIndia by sending an e-mail to TelecomAdIndia’s customer services e-mail address mentioned on the Contact Us page. . TelecomAdIndia shall investigate the case and if it is found that money was indeed charged to User’s Payment Account without delivery of the service then User may be refunded the money within 15 working days from the receipt of his e-mail.

LIMITATION OF LIABILITY. In no event will TelecomAdIndia or its directors, agents, officers, or employees be liable to a User for any special, indirect, incidental, consequential, punitive, or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) of any kind arising out of or relating to (i) this Agreement or any other agreement entered by a User with TelecomAdIndia, (ii) TelecomAdIndia’s services, the Site or any Reference site, or (iii) User’s use or inability to use TelecomAdIndia’s services, the Site or any Reference Sites, even if TelecomAdIndia or a TelecomAdIndia authorized representative has advised of the possibility of such damages, (iv) unauthorized access to or alterations of transmissions or data, any material or data sent or received or not sent or received, (v) any transactions entered into by any third person or conduct of any other third party or any infringement of another’s rights, (vi) the use of counterfeit or stolen cards, or stolen devices, or (vii) fraudulent electronic transactions. It shall be at the sole discretion of TelecomAdIndia to reverse any transaction subject to approval of the concerned Service Provider. Notwithstanding the above, if any court of law finds that TelecomAdIndia or its directors, officers, or employees, are liable to indemnify a concerned User despite the existence of this Clause 3.8, such liability shall not exceed the amount paid by the concerned User, if any, for using the portion of the TelecomAdIndia’s services or the Site giving rise to the cause of action. Users acknowledge and agree that TelecomAdIndia has offered its products and services, set its prices, and entered into this Agreement and Applicable Agreement in reliance upon the warranty, disclaimers, and the limitations of liability set forth herein. Users acknowledge that the warranty, disclaimers, and limitations of liability set forth herein reflect a reasonable and fair allocation of risk between Users and TelecomAdIndia, and that the warranty, disclaimers, and limitations of liability set forth herein form an essential basis of the bargain between Users and TelecomAdIndia. TelecomAdIndia would not be able to provide the services to Users on an economically reasonable basis without these limitation.

USER’S REPRESENTATIONS AND WARRANTIES. The User represents and warrants that:

it has had a full and adequate opportunity to read and review the Applicable Agreement and has had sufficient time to evaluate and investigate the provision of services under the Applicable Agreement and the financial requirements and risk associated with the same,

it has the requisite capital to set up and maintain the infrastructure as required under the Applicable Agreement,

neither the execution of the Applicable Agreement nor the performance of the User’s obligations under the Applicable Agreement will result in a violation or breach of any other agreement by which the User is bound,

neither the User nor any of the User’s employees or agents is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of the Agreement or Applicable Agreement,

it has the right to disclose or use all ideas, and other information, if any, which the User has gained from third parties, and which the User discloses to TelecomAdIndia in the course of performance of the Agreement or Applicable Agreement, without liability to such third parties,

TelecomAdIndia has a right to inspect User’s business premises that are related to the provision of services under the Agreement or Applicable Agreement, and to monitor continued and ongoing compliance of the Applicable Agreement,

it shall immediately intimate TelecomAdIndia of any violation or potential violation of this Agreement by any Applicable Controlled Entity, or of other circumstances that may cause damage to the goodwill and reputation of TelecomAdIndia,

it shall maintain accurate and proper accounts of all transactions between Applicable Controlled Entity and itself in relation to discharge of duties by the Applicable Controlled Entity under the Applicable Agreement,

it shall provide periodic reports of business operations with respect to the services rendered under the Applicable Agreement to the sales executive assigned by TelecomAdIndia to the User,

it shall observe proper ethics and transparency in all its actions in the course of discharge of duties under the Applicable Agreement and shall not, in any circumstances, take any action or make any statement that may mislead any Applicable Controlled Entity/customer or prospective Applicable Controlled Entity /customer of TelecomAdIndia

it shall make all efforts to settle any disputes that may arise between Applicable Controlled Entity, or between the Applicable Controlled Entity and the consumers amicably and in the event, any such dispute is referred to a consumer forum or other competent authority, shall provide all assistance in the settlement of the dispute,

it shall bear all costs and expenses for traveling, promotional activities and other similar out-of-pocket expenses incurred in the performance of its duties under the Applicable Agreement,

it will not allow the sale of any products and/or provision of any services which are specifically restricted by TelecomAdIndia,

it is a one-point contact for all its Applicable Controlled Entities and shall be solely responsible for any fraudulent acts of the Applicable Controlled Entities,

it has complete control over its Applicable Controlled Entities and that TelecomAdIndia will not be responsible to entertain any complaints/queries received from any Applicable Controlled Entities appointed by the User,

it shall comply with all its obligations pursuant to the Applicable Agreement and ensure that all payments due from it to TelecomAdIndia are paid in a timely manner in accordance with the Applicable Agreement,

it shall be responsible to obtain any and all consents and approvals that are required from regulatory or governmental authorities, including any consent from Customers required to transfer data to the User and/or the TelecomAdIndia Platform, as the case may be, in accordance with Applicable Law,

it shall ensure regular and timely payment and deposit of all taxes, duties and other levies as applicable from time to time with the relevant authorities,

All costs associated with purchasing of software licenses and hardware (if any) are to be absolutely and unconditionally borne by the User,

it shall be solely responsible for and hereby undertakes to strictly comply with Privacy Policy, and Applicable Law having jurisdiction in any manner whatsoever in connection with discharge of its duties under the Applicable Agreement, including but not limited to data protection, security, piracy, and directions issued by the Reserve Bank of India relating to payment data, and shall obtain and maintain in full force and effect all registrations required under Applicable Law for the operation of the business in terms of the Applicable Agreement, and

it has full power and authority to enter into the Applicable Agreement and to take any action and execute any documents required by the terms hereof and this Applicable Agreement has been duly authorized, duly and validly executed and delivered, and constitutes a legal, valid, and binding obligation, enforceable in accordance with the terms hereof; and the persons executing the Applicable Agreement on its behalf are duly empowered and authorized to execute the Applicable Agreement and to perform all its obligations in accordance with the terms herein

it shall not access (or attempt to access) the website and the Products by any means other than through the interface that is provided by TelecomAdIndia. It shall not use any deep-link, page scrape, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the TelecomAdIndia Platform, or in any way reproduce or circumvent the navigational structure or presentation of the platform, without TelecomAdIndia’s express prior written consent.

it shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, password "mining" or any other illegitimate means.

INDEMNIFICATION.

(1) User agrees to indemnify, save, and hold TelecomAdIndia, its affiliates, contractors, employees, officers, directors, agents and its third party suppliers, licensors, and partners harmless from any and all claims, demands, actions, suits which may be threatened or brought against TelecomAdIndia, and also against all losses, damages, liabilities, costs, charges and expenses, including without limitation, legal fees and expenses arising out of or related to:

Users’ use or misuse of TelecomAdIndia’s services or of the Site/application,

any violation by the User of this Agreement or Applicable Agreement,

any breach of representations, warranties and covenants made by the User in this Agreement, or Applicable Agreement,

any claim or legal notice or quasi-legal proceedings to which TelecomAdIndia may be required to become party or to which TelecomAdIndia may be subjected by any person including any governmental authority, by reason of breach of any Applicable Law,

due to failure of a User to obtain any required statutory or regulatory approval necessary for the performance of its obligations in the Applicable Agreement with TelecomAdIndia,

all liability, claims, damages, costs, expenses suffered or incurred by TelecomAdIndia as a result of any act or violation of the Business Partner under Section 269ST of the Income Tax Act, 1961 while acting as collection agent of the Company

(2) TelecomAdIndia reserves the right, at User’s expense, to assume the exclusive defense and control of any matter, including rights to settle, for which concerned User is required to indemnify TelecomAdIndia. User agrees to cooperate with TelecomAdIndia’s defense and settlement of these claims. TelecomAdIndia will use reasonable efforts to notify concerned User of any claim, action, or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it.

DISCLAIMER. To the fullest extent permissible pursuant to Applicable Law, TelecomAdIndia and its officers, directors, employees, and agents disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by a User from TelecomAdIndia or through TelecomAdIndia’s services or the Site will create any warranty not expressly stated herein. TelecomAdIndia does not authorize anyone to make any warranty on its behalf and Users should not rely on any such statement. Users acknowledge that TelecomAdIndia is a reseller and is not liable for any third-party seller’s obligations. It is the User’s responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, merchandise and other information provided through the Site or on the Internet generally. TelecomAdIndia does not warrant that its services will be uninterrupted, or free of errors, viruses or other harmful components and that any of the foregoing defects will be corrected. TelecomAdIndia’s services and the Site and any data, information, third party software, Reference Sites, or software made available in conjunction with or through its services and the Site are provided on an “as is” and “as available”, “with all faults” basis and without warranties or representations of any kind either express or implied. TelecomAdIndia and its third party suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of TelecomAdIndia’s services, the Site or any Reference Sites in terms of correctness, accuracy, reliability, or otherwise.

INTELLECTUAL PROPERTY. TelecomAdIndia’s services and the Site are owned and operated by TelecomAdIndia and/or third-party licensors. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of TelecomAdIndia’s services and the Site provided by TelecomAdIndia (the “Materials”) are protected by Applicable Law. As between User and TelecomAdIndia, all Materials and TelecomAdIndia’s Intellectual Property are the property of TelecomAdIndia and/or third-party licensors or suppliers. User agrees not to remove, obscure, or alter TelecomAdIndia or any third party's copyright, patent, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through TelecomAdIndia’s services. Except as expressly authorized by TelecomAdIndia, the User agrees not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials or TelecomAdIndia’s Intellectual Property. Parties do not accrue any rights or interest in the other Party’s Intellectual Property and use of any Intellectual Property by either User or TelecomAdIndia shall be strictly in for the fulfillment of and in compliance with the terms of the agreement between such User and TelecomAdIndia. Parties undertake that they shall not, nor will they allow others to, reverse engineer or disassemble any parts of the other’s Intellectual Property. If Users’ have comments regarding the TelecomAdIndia’s services and the Site or ideas on how to improve it, please contact our Helpdesk. Please note that by doing so, concerned Users hereby irrevocably assign to TelecomAdIndia, and shall assign to TelecomAdIndia, all right, title and interest in and to all ideas and suggestions and any and all worldwide intellectual property rights associated therewith. Concerned User agrees to perform such acts and execute such documents as may be reasonably necessary to perfect the foregoing rights.

INTELLECTUAL PROPERTY LICENSE BY ALLIANCE PARTNER. Alliance Partner grants a non-exclusive license to TelecomAdIndia to use Alliance Partner’s name, trademark, and logo in any marketing or promotional activities undertaken by TelecomAdIndia. Notwithstanding anything contained herein, TelecomAdIndia shall be under no obligation to advertise, market, or promote Alliance Partner or Alliance Partner’s Intellectual Property.

USE OF INTELLECTUAL PROPERTY. The user undertakes that:

it shall use the Intellectual Property solely for the discharge of its duties under the Applicable Agreement,

it shall use Intellectual Property of TelecomAdIndia only in the form and manner stipulated by TelecomAdIndia,

it shall seek prior written consent from TelecomAdIndia for use of TelecomAdIndia’s Intellectual Property which is not previously provided for by TelecomAdIndia,

it shall bring to TelecomAdIndia’s notice all cases concerning TelecomAdIndia’s Intellectual Property’s (a) infringement, (b) passing off, (c) registration or (d) attempted registration,

it shall render to TelecomAdIndia all assistance in connection with any matter pertaining to the protection of TelecomAdIndia’s Intellectual Property whether in courts, before administrative agencies, or otherwise,

it shall not take any action which shall or may impair TelecomAdIndia’s right, title or interest in the Intellectual Property, or create any right, title or interest therein or thereto, adverse to that of TelecomAdIndia,

it shall not use or permit to be used the Intellectual Property by any unauthorized person, and

it shall not misuse the Intellectual Property or use it together with any other mark or marks.

MODIFICATION. TelecomAdIndia reserves the right to change, modify, add, or remove the terms of this Agreement, either in its entirety or a part thereof (each, a “change”) at any time by posting a notification to the Site or otherwise communicating the notification to Users. The changes will become effective, and shall be deemed accepted by Users, 24 hours after the initial posting and shall apply immediately on a going-forward basis with respect to payment transactions initiated after the posting date. If Users do not agree with any such modification, Users sole and exclusive remedy is to terminate their use of the Services.

CONFIDENTIALITY. Parties shall keep Confidential Information as confidential. Each Party confirms that it shall protect Confidential Information with such security, confidentiality, and degree of utmost care as it would prudently apply to its own confidential information and use it solely in connection with the transaction to which the Confidential Information relates. Both Parties acknowledge and agree that they are aware of the sensitivity & secrecy involved in keeping the customer data/information and transaction records and shall ensure that neither any of the parties nor their employees, directors, etc will do any act to violate the same. Notwithstanding anything contained in this Clause 3.16, Confidential Information shall exclude any information:

which is already in the possession of the receiving Party and not subject to any other duty of confidentiality,

that is at the date hereof, or subsequently becomes, public otherwise than by reason of a breach by the receiving party of the terms of this Agreement,

Information that becomes legally available to the receiving Party and/or its affiliates or professional advisors on a non-confidential basis from any third party, the disclosure of which does not, to the knowledge of that Party, violate any contractual or legal obligation which such third party has to the other Party with respect to such information, and

Information that is independently acquired or developed by the receiving Party and/or its affiliates or professional advisors.

DISCLOSURE OF CONFIDENTIAL INFORMATION. Each Party hereby agrees that it shall not disclose any Confidential Information received by it without the prior written consent of the other Party to any third party at any time. Provided, however, that either Party may make the following disclosures for which no consent shall be required from the other Party:

Disclosures to its directors, officers, employees, affiliates/subsidiaries/group/holding companies, third-party service providers and any employees thereof that it reasonably determines need to receive the Confidential Information;

Disclosures to its legal and other professional advisers, instructed by it that it reasonably determines to need to receive the Confidential Information; or

Disclosures to any person to whom it is required by law or any applicable regulatory, supervisory, judicial or governmental order, to disclose such information, or at the request of any regulatory or supervisory or judicial or government authority.

NON SOLICITATION OF EMPLOYEES. The Parties agree not to solicit or employ staff from each other’s organizations during the term of this Agreement and for 12 months immediately following the termination of the Agreement.

NON SOLICITATION OF CLIENTS. During the term of this Agreement, the User shall not, either directly or indirectly, solicit, cause in any part of knowingly encourage any existing or potential clients or customers of TelecomAdIndia to cease doing business or not to do business, in whole or in part with TelecomAdIndia, or solicit, cause in any part or knowingly encourage an existing or potential clients or customers of TelecomAdIndia to do business with any person other than TelecomAdIndia, or associate with any prospective clients or customers while they continue to be clients or customers of TelecomAdIndia.

NON-COMPETE ON BUSINESS PARTNER. Business Partner agrees that during the Term and for a period of one (1) year thereafter, it shall not, directly or indirectly, through its employees, affiliates or relatives or in a firm where the Business Partner or any relative or nominee of the Business Partner is a partner, or in any company where the Business Partner or any relative or nominee of the Business Partner is a director or shareholder, without the prior written consent of TelecomAdIndia: (i) be appointed as a Business Partner for any other person or legal entity which is carrying on a business similar to or in competition with any business carried by TelecomAdIndia at the relevant time, whether in India or abroad, or (ii) engage in any business that is similar to or in competition with any business carried on by TelecomAdIndia at the relevant time.

COUNTERPARTS. The Applicable Agreement may be signed in two (2) or more counterparts and each executed version or an electronic copy thereof shall be deemed an original and which shall, singly or together, constitute one agreement.

TERM. This Agreement and Applicable Agreement shall come into force from the Effective Date and remain valid in perpetuity, unless terminated by TelecomAdIndia by giving to the User, a prior written notice of at least 90 days (“Term”).

TERMINATION. This Agreement and Applicable Agreement may be terminated in accordance with the clauses below:

TelecomAdIndia shall be entitled to terminate this Agreement and Applicable Agreement by serving a written notice of thirty (30) days to the User in the following circumstances: (a) the User commits any breach of any of the provisions of this Agreement or Applicable Agreement and, in the case of a breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; (b) if, in TelecomAdIndia’s opinion, the User is not a fit person/entity to carry out the obligations imposed on the User under the Applicable Agreement; (c) if the User fails to achieve the targets as may be communicated by TelecomAdIndia from time to time.

On the occurrence of the User becoming subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors.

TelecomAdIndia may terminate the Agreement and Applicable Agreement without notice provided: (a) if, by the acts or default of the User, TelecomAdIndia suffers damage to its name and reputation; or (b) the Business Partner commits any breach of Confidentiality; or (c) upon the occurrence of force majeure under Clause 3.28 of this Agreement; or (d) there is a change in shareholding/control or management of the User; or (e) any event that would affect the ability of the User to perform its obligations under the Applicable Agreement occurs; or (f) any of the directors/partners/proprietors of the Business Partner are convicted of any criminal charge.

in the event that TelecomAdIndia gives notice that the Alliance Partner’s software or hardware is technically inadequate to support the Connectivity at any stage of development, and the Alliance Partner fails to cure such deficiency within 90 days after receiving notice to such effect, then TelecomAdIndia shall be entitled to give notice of termination as provided,

in the event TelecomAdIndia is unable to get necessary permission / license from any Service Provider and any statutory authority and/or any of the Service Provider rescinds its contract with TelecomAdIndia and/or the sale of Products slips down due to any defective service, negligence or omission on part of the User, TelecomAdIndia shall have the right to rescind the Agreement by giving 15 days’ notice to the User and the rescission shall take effect after expiry of the stipulated period of 15 days. Provided that unless otherwise specified by TelecomAdIndia in its notice, any termination of this Agreement, on account of rescission of an existing contract with any Service Provider, shall be effective only in relation to Transactions pertaining to such Service Provider and the Agreement shall continue to remain in force between the Parties in respect of other Service Providers.

CONSEQUENCES OF TERMINATION. The Parties shall adhere to the following clauses immediately upon termination of this Agreement:

Upon termination of the Agreement for any reason, TelecomAdIndia may immediately disconnect the availability of Products from the TelecomAdIndia Platform, including related services provided by the platform, and no further Transactions may be effected through the TelecomAdIndia.

Except as otherwise agreed upon between the Parties, any license to use Intellectual Property Products, of either Party which has been granted by such Party to the other, pursuant to this Agreement, shall stand automatically revoked with the termination of this Agreement by any Party.

User shall immediately discontinue and cease to use the trademark, logo and other Intellectual Property provided by the Company and shall immediately hand over any and all copies of documentation of such Intellectual Property.

Upon the termination of this Agreement, the concerned User shall return and surrender to TelecomAdIndia any Confidential Information that comes into its possession during the course of its engagement by TelecomAdIndia and shall not retain a copy thereof in any form whatsoever. User shall, with TelecomAdIndia’s prior written consent, promptly destroy the Confidential Information in its possession (and any copies, extracts, and summaries thereof) and will provide TelecomAdIndia with written certification of destruction.

immediately return to TelecomAdIndia originals and copies of any and all materials provided to the User pursuant to the Applicable Agreement, including publicity and marketing materials in its possession.

provide remote access to TelecomAdIndia to disable any software that TelecomAdIndia had installed.

remove all signboards, banners, glow sign boards of TelecomAdIndia from its office and also all such material, which will indicate any association with TelecomAdIndia.

cease to promote, market or advertise TelecomAdIndia or its products/services.

the User shall grant TelecomAdIndia, its employees or agents, access to its information technology systems for a period of thirty (30) days after termination.

Notwithstanding the above, the User shall not, if so directed by TelecomAdIndia discontinue discharging its duties under the Applicable Agreement during the notice period and shall continue discharging its duties as per the Applicable Agreement until indicated otherwise by TelecomAdIndia.

TelecomAdIndia shall have the right, exercisable at its sole discretion, to appoint another User in its place. The User shall fully cooperate with such newly appointed User.

Upon notice of termination from either party, the User shall ensure that during the notice period leading to the termination, all systems and procedures will be strictly adhered to and all customers handled properly. All inquiries from customers will be diverted to TelecomAdIndia by the User.

Subject as otherwise provided in this Agreement and to any rights or obligations that have accrued before termination, neither Party shall have any further obligation to the other under this Agreement.

Any termination of this Agreement or Applicable Agreement shall be without prejudice to TelecomAdIndia’s rights under law and equity

PROMOTION. The user shall promote the sale of TelecomAdIndia’s products/services in accordance with the publicity and marketing guidelines issued by the TelecomAdIndia from time to time. User shall only market/promote TelecomAdIndia’s services as authorized by TelecomAdIndia in writing in this behalf and shall not market/promote any other services that may potentially be provided by TelecomAdIndia in the future unless otherwise authorized in writing. The user shall maintain stock and prepare MIS of the promotional material dispatched from TelecomAdIndia and ensure that such material will be displayed in the Merchant outlets at prominent eye-level locations to promote the business at that outlet.

ARBITRATION. TelecomAdIndia may elect to resolve any dispute, controversy or claim arising out of or relating to the Agreement or TelecomAdIndia’s services by binding arbitration in accordance with the provisions of the Indian Arbitration & Conciliation Act, 1996. Any such dispute, controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. TelecomAdIndia shall nominate a sole arbitrator who shall preside over the arbitration proceedings between TelecomAdIndia and concerned User. The arbitration shall be conducted in New Delhi, India and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either TelecomAdIndia or concerned User may seek any interim or preliminary relief from a court of competent jurisdiction in New Delhi, India, necessary to protect the rights or the property of concerned User or TelecomAdIndia (or its agents, suppliers, and subcontractors), pending the completion of arbitration. Any arbitration shall be confidential, and concerned User, nor shall TelecomAdIndia disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of the arbitration award. All administrative fees and expenses of an arbitration will be divided equally between TelecomAdIndia and concerned User. In all arbitrations, each party will bear the expense of its own lawyers and preparation. The language of the arbitration shall be English.

GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions and, subject to the arbitration provision in section 3.19, the exclusive jurisdiction of competent courts in New Delhi, India.

FORCE MAJEURE. Neither Party shall be liable for failure to perform its obligations under this Agreement to the extent such failure is due to causes beyond its reasonable control. In the event of a force majeure, the Party unable to perform shall notify the other Party in writing of the events creating the force majeure and the performance obligations of the Parties will be extended by a period of time equal to the length of the delay caused by force majeure; provided that if any such delay exceeds ninety days, then following such ninety-day period, either party hereto may terminate the unperformed portions of this Agreement on ten days prior written notice to the other Party. For the purposes of this Agreement, force majeure events shall include, but not be limited to, acts of God, failures or disruptions, orders or restrictions, war or warlike conditions, hostilities, sanctions, mobilizations, blockades, embargoes, detentions, revolutions, riots, looting, strikes, stoppages of labor, lockouts or other labor troubles, earthquakes, fires or accidents.

RECORDS AND AUDIT. The Users shall maintain all statutory records as may be required from time to time to be maintained under the Applicable Law. Further, the Users shall maintain accurate books of accounts in relation to their engagement with TelecomAdIndia, pursuant to service rendered by User pursuant to the Applicable Agreement, in accordance with standard accounting practices and shall have the same audited annually by an auditor of good standing and repute and shall forward copies of the audited accounts to TelecomAdIndia annually or as and when required by TelecomAdIndia. The user hereby permits the authorized personnel of the TelecomAdIndia to enter and inspect all books, accounts, records, and materials in relation to the business operations related to the Applicable Agreement during normal business hours. During the term of Applicable Agreement and at any time within sixty (60) days after the termination of the Applicable Agreement, TelecomAdIndia or its employee/representative/agent may, at its expense, carry out an audit to determine whether the User has properly complied with its obligations under the Applicable Agreement. In the event the results of such audit determine that the User has not complied with its obligations under the Applicable Agreement, TelecomAdIndia shall intimate the User of such nonperformance or the non-observance and the Business Partner shall immediately comply with its obligations, or within such other period as may be specified by Company.

PUBLIC RELATIONS. Upon execution of the Applicable Agreement, Parties shall have the right to announce the cooperative arrangement as described in the Agreement, provided that all announcements must be approved in writing by both Parties and such approval shall not be unreasonably withheld.

SEVERABILITY. If any provision of this Agreement is held to be unlawful, void, invalid or otherwise unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent required, and the remaining provisions will remain valid and enforceable.

ASSIGNMENT. This Agreement and any rights granted hereunder may not be transferred or assigned by User without TelecomAdIndia’s prior written consent but may be assigned by TelecomAdIndia without restriction. Any assignment attempted to be made in violation of this provision shall be void and of no effect.

SURVIVAL. Clause 1.4, 2.1, 3.3, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.16, 3.17, 3.18, 3.19, 3.20, 3.26, 3.27, 3.33 of this Agreement shall survive the termination or expiration as applied to transfers and relationship prior to such termination or expiration.

HEADINGS. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions hereof.

ENTIRE AGREEMENT. This is the entire agreement between Users and TelecomAdIndia relating to the subject matter hereof and will not be modified except in writing, signed by both parties, or by a Change to this Agreement made by TelecomAdIndia in accordance with the terms of this Agreement.

NOTICE. TelecomAdIndia may provide Users with notices and communications by email, regular mail, or posts on the TelecomAdIndia website, www.TelecomAdIndia.in or by any other reasonable means. Except as otherwise set forth herein, notice to TelecomAdIndia must be sent by courier or registered post to Legal Department, TelecomAdIndia India,1ST FLOOR, SAHA HOUSE, APPAN PALLY ,VILLAGE - SARMASTERCHAK, PAILAN , PAILAN BAZAR, South 24 Parganas, West Bengal, 700104.

WAIVER. The failure of TelecomAdIndia to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by TelecomAdIndia.

RELATIONSHIP BETWEEN THE PARTIES. This Agreement is not intended by the Parties to constitute or create a joint venture, pooling arrangement, partnership, agency or formal business organization of any kind. TelecomAdIndia and the Alliance Partner/Business Partner shall be independent contractors with each other for all purposes at all times and neither Party shall act as or hold itself out as an agent or representative of the other Party nor shall create or attempt to create liabilities for the other Party by acting or holding itself out as such.