AGREEMENT FOR USE OF APPLICATIONS AND SERVICES

Before You accept the terms and conditions herein by clicking "I accept", You are advised to read this document carefully, and in case You do not agree to any terms or condition, please click "I do not accept".

Upon Your clicking "I accept" this document shall become a valid and binding Agreement (Agreement) between You (or the entity upon whose behalf you are acting) (Customer) and Vodafone Business Services Limited, having its registered office at Vodafone House, Corporate Road, Prahlad Nagar, Off. S. G. Highway, Ahmedabad - 380051, Gujarat (Vodafone). By clicking "I Accept" or by accessing the Services, You (i) represent that You are entitled to access the Services, and (ii) agree to be bound by the terms and conditions contained in this Agreement as of the date of acceptance (iii) You are competent to enter into this Agreement.

In this Agreement "You" and "Your" refer to each Customer availing and using the Services, "We", "Us" and "Our" refer to Vodafone, provisioning the Services.

Customer and Vodafone are individually referred to as "Party" and collectively referred to as "Parties".

NOW THEREFORE, BY VIRTUE OF YOUR HAVING CLICKED "I ACCEPT", IT IS AGREED AS UNDER:

1. INTRODUCTION

This Agreement governs the limited right of use and the license to access and use of the Vodafone branded softwares, software based services, support tools, infrastructure services, applications and/or product(s) and other related services including any accompanying documentation made available to You through the Vodafone platform ("Services"). You agree to be bound by the terms and conditions herein throughout Your use of the Services. The Services shall be accessible to You through the Vodafone platform which would be on a cloud based solution. You may use the Services depending upon Your requirements subject to this Agreement, and any document executed by You for availing the Services and any output generated by Your use shall be Your sole repository.

2. LICENSE

You are hereby given the limited right to use and access the Services. Vodafone hereby grants to You a limited, non-exclusive license to use and access the agreed Services for non-commercial use only for the specified term of the contract as per the Agreement entered between the Parties. You shall have regard to and undertake to comply with the terms of any specific documentation accompanying the Services. You are expressly prohibited from sublicensing, renting, leasing or otherwise distributing the Services or rights to use the Services to any other party. You acknowledge that the Services and all related information are proprietary to Vodafone and its suppliers.

3. BASIC USE REQUIREMENTS

To use the Services, You will need a device that meets the system and compatibility requirements for the relevant Services, which may change from time to time. You may require an active internet connection depending upon the Services accessed. Your ability to use the Services and the performance of the Service may be affected by these factors. It is Your responsibility to ensure that Your devices comply with the minimum system requirements recommended to access to the Service. Vodafone shall share all the information including the technical details, system specifications and devices required to access the Services. Any cost to be incurred for setting up Your devices to access the Services including installation of any hardware or software shall be solely borne by You.

4. REGISTRATION

Before You can access any Service, You will be required to register for the Service(s). Only those Customers that have registered for the Service or have the requisite details as may be required may access the Service. The Registration process may require You to disclose certain details such as name, name of contact person in case of organisations, associations and corporation, address, contact numbers, fax number, email id and other such information required by Vodafone to activate the Services for Your use. You may submit only true, complete and accurate information during the registration process and update them during the term of the Services offered to. The information submitted is subject to verification by Vodafone at any time in the manner as deemed appropriate by Vodafone.

After registration, You shall be responsible for all activities undertaken during Your access and use of the Service. You must keep the account in good standing, which includes, without limitation, paying the appropriate fees in a timely manner in case applicable, complying with the terms and conditions of this Agreement and keeping Your information current. You must notify us immediately of any breach of security or unauthorized use of Your account. We will not be liable for Your losses caused by any unauthorized use of Your account.

5. MULTIPLE DEVICES

You may access the Services on multiple devices, after obtaining the authorisation from Vodafone.

6. PLATFORM AND SERVICES

Through the platform You will be provided access to various Services, however Vodafone may limit Your access to such Services as is agreed between You and Vodafone, and documents executed by You for availing the Services. In case You require access to any additional Service or all the Services You may seek permission of Vodafone. Any additional Service shall be activated upon payment of the applicable fees. The Services offered to You shall be at the sole discretion of Vodafone.

You hereby acknowledge that the Services shall be hosted on the Vodafone Network, Servers and infrastructure based on a cloud infrastructure. You may be required to install the client software on the devices to access the Services. Such client software shall be provided by Vodafone to You. The Services provided herein through the Vodafone platform would be those that are being provisioned by third parties and for availing these Services, there would be certain Terms of Use and You shall ensure utmost compliance and in agreement to the terms stated therein.

7. RESTRICTIONS ON USE

You shall not:

A) use the Services for any unlawful purpose or any unlawful, harassing, libellous, offensive or vulgar behaviour;

B) use the Services in violation of these terms and conditions or any other documentation accompanying the Services;

C) distribute copies of the client software and content available through the Services, electronically transfer the content to a computer belonging to a third party, or permit a third party to copy the content;

D) commercialize the Services for Your own benefit;

E) modify, adapt, translate, rent, lease, resell, distribute or create derivative works based upon the Services and/or related files or any part thereof;

F) decompile, reverse engineer, disassemble, or otherwise reduce the client software and/or related files to any human-perceivable form (except to the limited extent permitted under mandatory copyright legislation) as the software contains or may contain trade secrets of Vodafone and its licensors;

G) use the documentation for any purpose except to support Your use of the Services;

H) disclose the login credentials and authorization code provided to You to any third party;

I) attempt to gain illegal access into the Servers, Network or infrastructure of Vodafone.

8. YOUR INFORMATION AND MONITORING OF ACTIVITIES

By subscribing to or using a Service, You agree that - We may hold information relating to You that may be disclosed to us at the time of registration or that may have been obtained from another source (such as our suppliers or from marketing organizations and credit agencies).We may monitor, log and read any Service accessed and any data transmitted through the Service to the extent allowed by law for the purpose of conducting our business, troubleshooting a problem, optimizing performance of the Services, and securing our systems. We may log at what time the Service was accessed, what commands were input and for how long the service was running. We ensure proper protection of Your personal data as per law in accordance with the Vodafone India Privacy Policy accessible at https://www.vodafone.in/pages/privacy_policy.aspx?cid=mum (Refer Vodafone India Privacy Policy).

We may make permissible use of Your information for quality control and training, to prevent unauthorized use of the systems and to ensure effective systems operation and in order to prevent or detect crime. You are aware that we may be notified of a concern by any third party (including a Governmental Agency or body) pertaining to the Services, requiring us to gather and analyze the data pertaining to the use and access of the Services. You hereby declare / permit and give consent to collection, processing, sharing and use of their personal data and employment related information for the purposes using the Services according to the Vodafone India Privacy Policy. When sharing personal data with Vodafone, the Customer shall ensure:-

i) that it has the requisite authority to provide personal data to Vodafone and has obtained from the individuals concerned (such as end users) the necessary consents and approvals to both the supply of the data to Vodafone, and the processing of it by Vodafone, for the purposes of performance of this Agreement;

ii) that any individual to whom personal data relates has given consent for Vodafone to pass such data back to the Customer. The Customer shall process all personal data fairly and lawfully, as required by the data protection legislation and shall in particular, if processing personal data on behalf of Vodafone, comply with the data protection legislation;

iii) that it complies with the applicable data protection legislation.

9. SELECTION OF SERVICES

You should be aware that there is the possibility that We might be ordered by a court or Regulatory Authority to cancel, modify, or transfer the Services being offered to You. In such case, we will notify You of the withdrawal or cancellation of the Service.

10. OBLIGATION AND DUTIES

a. You must use the Services in accordance with the terms mentioned herein for lawful purposes in accordance with all applicable local, national laws and regulations; and for the purpose for which the Services are provided. You shall not transmit or create any content or material that is i) abusive, threatening, harmful, obscene, lewd, offensive to any person, religion, organization or community, defamatory or otherwise objectionable, ii) might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others; iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to legal liability, iv) promotes discrimination, bigotry, racism, hatred, harassment or harm any individual or group; v) is violent or threatening or promotes violence or actions that are threatening to any other person; vi) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).

b. When You use Our Services, You agree that :-

• You will directly or indirectly not do anything which violates any terms;

• You are not conferred right to use Vodafone's name, any Vodafone's trademark, logo or other proprietary information of Vodafone or its Licensors;

c. You agree that You will not:-

• Commit fraud or solicit or induce any person to participate in any commercial or non-commercial activities which are in the nature of a financial scam, "pyramid schemes" or "chain letters"; or violate or infringe any intellectual property rights;

• Do anything which does or may damage, impair, overburden or disable any system of any person (including Us) using Our Services;

• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Vodafone or any of Vodafone's providers or any other third party (including another user) to protect the Services;

• nterfere with another user's use and enjoyment of the Services or of similar Services;

• Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks; or

• compromise or tamper with the security of our or any other person's software, hardware, systems, networks or Services;

• transmit any computer code which is designed to harm the operation of any software, hardware or network, including (without limitation) viruses, Trojan horses, worms, time bombs and cancel bots; or harvest or collect information about others, including email addresses, without their consent for any reason;

• violate the privacy of any person;

• reproduce, replicate, copy, sell or re-sell any of our Services or any part thereof (including (without limitation) Websites and Web pages, or the information or data contained in the Services; or repeatedly or in a rapid manner transmit content in such a manner as to have the effect of harassing a recipient;

• access any of the Services or any similar Service of any third party or any network without authorization or through hacking, password mining or any other means; or perform any illegal activities including (without limitation) promoting or facilitating access to, use of or sale of dangerous substances or devices;

• help any third party to do any of the above.

11. THIRD PARTY LINKS/SITES

The Services may contain links to third party websites that are not owned or controlled by Vodafone. Vodafone has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Vodafone will not and cannot censor or edit the content of any third-party site. By using the Service, You expressly acknowledge and agree that Vodafone shall not be responsible for any damages, claims or other liability arising from or related to use of any third-party website.

12. FEES PAYMENT AND TERM

As consideration for the Services provided to You by Vodafone, You agree to pay Us the applicable Service(s) fees. All fees payable hereunder are non-refundable unless We provide otherwise.

Applicable Late Payment Fee will be charged @ 18% p.a.

13.Tax

"Tax" or "Taxes" means all CGST, SGST, UTGST, IGST, GST compensation cess or all indirect taxes, including VAT, sales tax, service tax, excise duty, privilege tax, duties, fees, levies or surcharges imposed by, or pursuant to the laws, statutes or regulations of any governmental agency or authority;

"GST" means Goods and Services Tax in any relevant jurisdiction.

• The rates specified in the Tariff Plan or Standard Tariff Plan is exclusive of Taxes.

• Invoices raised by Vodafone will include the applicable Taxes.

• The Customer shall be solely liable for any Taxes and will provide Vodafone India with exemption certificates, if any.

• The Customer shall provide its Tax registration number and such other information as Vodafone may reasonably request in relation to any supply hereunder.

• GST registration number of the customer will be included only prospectively in the subsequent invoices to be raised.

• In case the customer is eligible for any exemption or lower rate of tax, the customer is responsible to provide the requisite details, documents, declarations or undertake any prescribed compliances for the purpose of tax exemptions / lower tax rates while issuing purchase order or before supply is made (whichever is earlier). In absence of this, no tax exemption/ lower rates would be extended. Further, in case of any incorrect / incomplete / non-compliance on behalf of the customer and because of which a demand is made on Vodafone by the tax authorities, the customer shall be immediately liable to pay the applicable taxes/ amounts (including interest, penalty and associated litigation cost) if any upon notification by Vodafone.

14. TERMINATION

• Terminating due to late payment/non-payment: In the event that Customer fails to pay any Charges due within ninety (90) calendar days of the payment due date, Vodafone shall be entitled to terminate the Agreement as applicable by serving Customer with seven (7) calendar days written notice of such termination.

• Terminating due to insolvency: The Parties shall each have the right to terminate the agreement with immediate effect (by serving written notice of termination to the other Party) if the other Party becomes subject to an Insolvency Event.

• Terminating due to breach: In the event that either Party considers the other Party to be in material breach of its obligations, and that breach is capable of being remedied, the affected Party shall write to the other Party giving details of the breach, requesting that the other Party remedies the breach within thirty (30) calendar days of the date of such letter. In the event that the breach is not remediable or in the event that remediable, such breach has not been remedied within thirty (30) calendar days of the date of notice, then the Party not in breach shall have the right to terminate the Framework Agreement as applicable immediately on written notice to the other Party.

15. MODIFICATION OF AGREEMENT

You agree, during the period of this Agreement, that We may: (1) revise the terms and conditions of this Agreement at our discretion; (2) alter the Services provided under this Agreement; (3) discontinue the Services. You may be notified of such change by appropriate mode of communication including by posting the modification or notification on the website at https://cloud.vodafone.in. Any such revision or change will be binding and effective immediately whether You are notified or not. You agree to visit our web site periodically to check the availability of the modified or amended copy of this Agreement, to be aware of any such revisions. If any change is not acceptable You are advised to immediately notify us and discontinue use of the Services. You agree that, by continuing to use the Services following any revision to this Agreement or change in Service(s), You agree to abide by any such revisions or changes.

16. INTELLECTUAL PROPERTY RIGHTS

Vodafone and its licensors own all proprietary rights in the Services. Vodafone, Vodafone logo and the other Vodafone trademarks, service marks, graphics and logos used in connection with the Services are trademarks or registered trademarks of Vodafone. Other trademarks, service marks, graphics and logos that may be used in connection with Services are the trademarks of the third party Licensors. Apart from the limited right to use the Services You do not have any other right, either express of implied, to use the proprietary rights in the Services.

17. LIMITATION OF LIABILITY

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of Your access to and use of Services remains with You. You agree that Our entire liability, and Your exclusive remedy, with respect to any Services(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount You paid for such Service(s). We shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute Services. We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) any loss or liability resulting from loss of data or loss of goodwill or loss of business contacts; (3) loss or liability resulting from data non-delivery or data mis-delivery; (4) loss or liability due to availing of substitute products or services; (5) loss or liability resulting from acts of God; (6) loss or liability resulting from the unauthorized use or misuse of Your Login ID or Password; (7) loss or liability resulting from errors, omissions, or mis-statements in any and all information or Services(s) provided under this Agreement; (8) loss or liability for computer or device damage. You agree that We will not be liable for any interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if We have been advised of the possibility of such damages. In no event Our maximum liability shall exceed the amount of fees paid by You for the Service/s hired by You.

Nothing in these terms limits or excludes Our liability for fraudulent misrepresentation or death or personal injury caused by Our negligence.

18. INDEMNITY

You agree to release, indemnify, and hold Us, our employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or Your use and access of the Services, including without limitation infringement by You, or someone else using the Services with Your computer, of any intellectual property or other proprietary right of any person or entity, or from Your breach of this Agreement or violation of any of our operating rules or policies relating to the Service(s) provided on our website or executed by You for availing the Service(s). When We are threatened with lawsuit by a third party, We may seek written assurances from You concerning Your promise to indemnify us; Your failure to provide those assurances may be considered by Us to be a breach of Your Agreement and may result in deactivation of the Services offered to You.

19. BREACH

You agree that failure to abide by any provision of this Agreement, may be considered by Us to be a material breach and that We may provide a written notice, describing the breach, to You. If within five (5) calendar days of the date of such notice, You fail to provide evidence, which is reasonably satisfactory to Us, that You have not breached Your obligations under the Agreement, we may deny Your access to the Services or terminate this Agreement in exercise of our rights under this Agreement. Any such breach by You shall not be deemed to be excused or waiver on Our part simply because We did not act earlier in response to that, or any other breach by You.

20. DISCLAIMER OF WARRANTIES

You agree that Your use of the Services is solely at Your own risk. You agree that such Service(s) is/are provided on an "as is," "as available" basis, We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet Your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free; nor do We make any warranty as to the results that may be obtained from the use of the Service(s) or as to the accuracy or reliability of any information pertaining to the Services or that the defects in the Services will be corrected.

We do not guarantee that You or third parties will be able to access or use Our Services or operations (either directly or through third-party networks) at times or locations of Your choosing. No oral or written information or advice given by a representative of Vodafone or its affiliates and Service Providers, shall create a warranty regarding operations of the registry or any name in Our Services or Operations.

21. REPRESENTATIVES AND SECURITY

For the security of Services We have the following procedures to try to make sure that Our instructions come from You or someone allowed to act on Your behalf.

21.1   We do not have to take any action, until We are satisfied that We have received a valid request from the right person.

21.2   You will help Us with Our security checks, provide any identification or documentary evidence We reasonably ask for, and allow Us to keep copies of those documents for Our files.

21.3   If You have an identifier to use with Us or Our systems, You must keep it secret and safe because We will be allowed to assume that any action done or asked for using that identifier or a product of it was done or asked for by You or by someone authorized to act for You. We will be entitled to enforce procedures for dealing with lost, cancelled or insecure identifiers.

22. GENERAL

If a court rules that any of these conditions are not valid or cannot be enforced, the other conditions will continue to be valid and enforceable.

Our address is Vodafone House, Corporate Road, Prahlad Nagar, Off. S. G. Highway, Ahmedabad - 380051, Gujarat. Our offices are open from 9:00am to 6:00pm Monday to Friday, except for public holidays.

Any notice or other communication, including those regarding modification to the Agreement, to be given under the Agreement will be in writing and:

a) be considered to have been served if hand-delivered, or sent by prepaid post, fax or e mail, to You, Your agent or representative at any postal or e-mail address or fax number on the appropriate register entry (if to Us, at any of the addresses above); and

b) apply from the date it was delivered, or if not delivered the date it was sent or posted.

c) And will be given by posting on the website at https://cloud.vodafone.in

23. JURISDICTION

This Agreement and related Terms of Use and any action related thereto will be governed by the laws of India without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Agreement and/or Terms of Use will be the courts of Mumbai and each of the Parties hereto consents to the personal jurisdiction and venue in such courts.

24. ALL OTHER DISPUTES AND LITIGATION

All other disputes between You and any party other than Us regarding the Services shall be resolved between You and such other party through any court, arbitration or other proceeding that may be available.

We will not participate in any way in any dispute between You and any party other than Us regarding Your use of Services. You shall not name Us as a party or otherwise include Us in any such proceeding. In the event that We are named as a party in any such proceeding, We reserve the right to raise any and all defenses deemed appropriate, and to take any other action necessary to defend ourselves.

25. HEADING

Heading used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

26. ASSIGNMENT

You may not assign or transfer this Agreement, by operation of law or otherwise, without Vodafone's prior written consent. Any attempt by You to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Vodafone may assign or transfer these Terms of Use, in its sole discretion, without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the Parties, their successors and permitted assigns.

27. INDEPENDENT CONTRACTORS

The Parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement or any provision contained herein. Neither Party shall have power to obligate or bind the other Party.

28. ENTIRE AGREEMENT

This Agreement sets forth the entire understanding and Agreement of the Parties and supersede any and all oral or written Agreements or understandings between the Parties as to the subject matter of this Agreement. It sets forth Vodafone's entire liability and the Customers exclusive remedy with respect to the Service. It can be changed only by a writing signed by both Parties. Neither Party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.