AGREEMENT

This Agreement is made at Mumbai this _______ day of _______________ 2014

by and between
GUPSHUP TECHNOLOGY INDIA PRIVATE LIMITED, formerly known as
Webaroo Technology India Pvt Ltd , a company incorporated under the Companies
Act, 1956, and having its registered office at SILVER METROPOLIS , Unit No. 101
on 1st floor, Western Express Highway, Next to NSE (National Standard Engineering), Goregaon
(E), Mumbai- 400063, India (hereinafter referred to as GUPSHUP which
expression shall, unless it be repugnant to the context or meaning thereof be
deemed to mean and include its successors and permitted assigns) of the
ONE PART,
AND
___________________, a company incorporated under the Companies Act, 1956,
and having registered office at
____________________________________________________________ (hereinafter
referred to as '_________________' which Expression unless be repugnant
to the context, mean and include successors and assigns) of the SECOND
PART,
Both parties hereby agree to as under:
1. GUPSHUP will allow _________________ to use its enterprise SMS portal
and platform known as enterprise.smsgupshup.com for setting up SMS
groups under various group names (as per the availability), for
broadcasting messages. An SMS group can have one or more
members.
2. GUPSHUP will provide _________________ with web interface, API and all
other product features released by GUPSHUP from time to time, to
send messages.
3. Regulatory & Other Compliance: _________________ agrees to respect,
follow and abide by all directives, policies and guidelines of TRAI
(Telecom Regulatory Authority of India) and all laws of the land.
a. DND Regime: Specifically, _________________ agrees to respect,
follow and abide by the DND (Do-Not-Disturb) policy of TRAI,
where no commercial SMS will be sent to users who have
registered their mobile numbers on the NDNC (National Do Not
Call) registry.

b. TRAI/Regulator: _________________ agrees to bear all liability and

responsibility for the messages sent by its owners, employees,
customers, partners, vendors or affiliates using service and
agrees to indemnify GUPSHUP against all complaints and claims
arising out of violation of the NDNC/TRAI provisions due to its
acts.

4. _________________ agrees to pay contracted rate of ____ Paise + 10.3 %

service tax for every single SMS sent (upto 160-characters); for which
_________________ will deposit money in bank account of GUPSHUP in
advance against which GUPSHUP will issue messaging credits to
_________________. GUPSHUP revises its rate card for SMS messaging
from time to time and _________________ agrees to pay rate per
message as per the rate card in force on date of purchase or recharge
of account.
a. Message length (upto) will be billed as per following chart for
English text messages
160
characters

1 message

ii.

306
characters

2 messages

iii.

459
characters

3 messages

iv.

612
characters

4 messages

v.

765
characters

5 messages

vi.

918
characters

6 messages

vii.

1071
characters

7 messages

viii
.

1224
characters

8 messages

ix.

1377

i.

characters

messages

b. Message types will be billed as per following chart

i. 64-characters, non-English, Unicode 1 message
ii. 1 SMS Picture Message
3 messages
(avg.)
iii. vCard
3 messages
5. GUPSHUP will debit _________________ for all messages broadcasted or
sent through its platform, irrespective of the status of delivery of
messages, including undelivered or failed messages. Messages not
submitted to operators/aggregators for delivery, will be charged to
__________________,however re-credits shall be provided for the same.
6. GUPSHUP reserves the right to pass on the penalties in case of UCC
by way of deducting SMS credits or recovering cash and are not bound
to providing any proof____________ .
7. Term of Agreement: This Agreement shall be deemed to be effective
from the date of execution and shall remain valid for a period of one
year unless terminated earlier in accordance with the termination
clauses.
8. This AGREEMENT shall exist till such time it is not terminated by either
party as mentioned below herein.
9. If either Party causes a material breach of this Agreement, the nonbreaching party shall serve a notice of its intention to terminate this
Agreement giving Sixty days time to the breaching Party to cure the
breach. If the breach is not cured, the non-breaching Party may
terminate this Agreement at its sole discretion, by issuing a
termination advice.
10.
The AGREEMENT automatically renews at the end of 1 year,
unless otherwise it is terminated by either party.
11.
Both Parties acknowledge that this AGREEMENT shall be binding
upon them, their affiliates and subsidiaries, as well as their respective
successors.
12.
Neither party shall disclose to any third party any confidential
business or future plans of the other party acquired at any time during
the existence of this AGREEMENT and for at least a period of 6 months
after the termination of this AGREEMENT.

13.
Subject to the terms and conditions of this AGREEMENT, each
Party grants to the other for the Term of this AGREEMENT a royalty
free, India-wide right and license under its Intellectual Property Rights
to make, use, reproduce, distribute, make available, modify, publicly
perform, publicly display and otherwise exploit in any medium or
format the technology and other material delivered during the term of
AGREEMENT, to the extent reasonably required to perform obligations
or enjoy the benefits of such Alliance, PROVIDED, however, that in no
event will a Party disclose or otherwise make unauthorized use of the
other Partys Confidential Information without the prior written consent
of the other Party. Each Party acknowledges and agrees that as
between itself on the one hand, and the other Party and that Partys
Affiliates on the other, each Party owns all right, title and interest in
and to the materials it develops or otherwise provides in relation to this
AGREEMENT. Except as expressly provided herein, nothing in this
Agreement confers any ownership or other interest in the other Partys
Intellectual Property Rights.
14.
Neither Party shall be liable to the other for any total or partial
failure; interruption or delay in performance of their respective duties
or obligations under this AGREEMENT resulting from causes
constituting Force Majeure.
15.
Both parties agree that any press releases/media representation
in relation to this AGREEMENT or any matter connecting to this
AGREEMENT shall be made only with prior mutual written consent.
16.
No modification, alteration or amendment of this AGREEMENT or
any of its terms or provisions shall be valid or legally binding on the
parties unless made in writing and duly executed by or on behalf of the
parties hereto.
17.
All annexures, exhibits and attachments signed by both parties
shall form an integral part of this Agreement.
18.
Limitation of Liability: Neither Party hereto shall be liable under
any contract, tort or other legal proceeding for:
a. any lost profits, savings, data or use,
b. any indirect, incidental, special, consequential, cover or punitive
damages, or
c. any damage resulting from something beyond such Party's
reasonable control

19.
All notices, requests and other communications to any Party
hereunder shall be in writing and shall be given to such Party at its
address as set forth above in the written instrument executed.
20.
This AGREEMENT constitutes the entire AGREEMENT and
understanding between the parties with respect to its subject matter
and replaces all previous arrangements between, or undertakings by
the parties with regard to such subject matter till date.
21.
Neither party shall assign any of its rights, and / or obligations
hereunder without the prior written consent of the other.
22.
Either party indemnifies the other for any or all loss or charges
incurred due to breach of this agreement.
23.
Though GUPSHUP will strive its best to offer SMS messaging
services to _________________ within reasonable expectations, GUPSHUP
does not guarantee uptime and availability of the SMSGupShup service
at all times, and delivery or timely delivery of SMS messages sent out
by _________________ to its various group members. _________________
agrees to indemnify GUPSHUP from all claims of whatsoever nature,
which may arise due to non-availability of SMSGupShup service at any
time, or non-delivery of SMS messages or late delivery of SMS
messages to intended recipients i.e. members of groups managed by
_________________.
24.
This AGREEMENT shall be governed by and construed in
accordance with the laws applicable in India and will be subject to the
jurisdiction of the Courts in Mumbai. Any dispute arising out of or in
relation to this AGREEMENT shall, unless resolved amicably, be referred
to the arbitration in accordance with the Arbitration and Conciliation
Act, 1996. The Arbitration venue shall be Mumbai, India.
Agreed and accepted by both parties as under,
For GUPSHUP,

(Authorized Signatory)
Place: Mumbai
Date:

For

(Authorized Signatory)