By using the Glific software, you agree to these terms and conditions prescribed by Tech4Dev Project Private Limited (Company) in relation to the Glific software as a service (SaaS) platform (Services). There will be no force or effect to any contrary terms contained in a related purchase order for the Services.

1. Services and Support

• You are required to identify an appropriate administrative username and password for your account to be created with the Company to avail access to the Glific SaaS platform. You will be provided with reasonable technical support services in accordance with the Company’s standard practice and the Company will respond to technical issues raised by Customer within a reasonable period of time during normal Company business hours.

• The obligations and specifications of the Services and support provided by the Company shall be fully outlined below in Addendum-A “Services and Support”.

2. Customer Data

• You will own all right, title and interest in and to all data, in any form or medium, that you provide to the Company for use in connection with the Services (Customer Data). You will be responsible for obtaining and maintaining all rights and licences to all Customer Data and for ensuring adequate security for any Customer Data provided to the Company. 

• You agree that the Company has no responsibility for Customer Data except the deletion obligation set out below in the event the Services are discontinued. You agree to grant to the Company and its agents a non-exclusive, worldwide, royalty-free right and licence to use Customer Data solely to provide the Services and, on an aggregate basis, to use Customer Data to make improvements to the Services, and for reporting purposes. No rights or licences are granted except as expressly set forth herein. 

• You agree and acknowledge that the Company may share your contact and other relevant Customer Data with WhatsApp which may be necessary to enable the Company to communicate with you via the WhatsApp and Gupshup service using this information as applicable in WhatsApp privacy-protections and Gupshup privacy-policy

3. Termination 

• The Company or you may terminate your account or use of our Services, with or without reason, by providing prior notice to the other party on or before the 20th of the month when the current subscription period ends. Please note that the termination will take effect at the end of the current subscription period and not after the invoice for the current period is issued. You agree to pay in full for the Services up to and including the last day on which the Services are provided. 

• In the event of any breach of the terms of these Glific SaaS Terms and Conditions by you, the Company may discontinue your access and use of the Services with immediate effect. 

• Upon discontinuing your use of Services, the Company will promptly delete all Customer Data as soon as reasonably practical after the date of such discontinuation. 

• All sections of this Glific SaaS Terms and Conditions which by their nature should survive termination, will survive termination, including, without limitation, the terms in relation to Payment of Fees, Warranty and Disclaimer, Indemnity Limitations of Liability, Assignment, Severability, Amendment, Governing Law and Jurisdiction, Notice and Miscellaneous.

4. Restrictions and Responsibilities

• You agree that all rights, title, and interest (including all patent, copyright, trade secret, trademark, and other intellectual property rights) in and to the Services and any modifications thereto (Software IPR) will be treated as open source, as applicable, according to the terms of the Apache Open Source License (or other open source license that the Company elects) and all terms of such licenses will be complied with. 

• You represent, covenant, warrant that you have  all rights to provide the Company with the Customer Data and will use the Services only for lawful purposes approved by the Company and in compliance with the Company’s standard published policies then in effect (Policy) and all applicable laws and regulations.

• You agree to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services.  

• You agree that while the Company has no obligation to monitor your use of the Services, the Company may, subject to applicable law, review and prohibit any use of the Services that the Company believes may be (or alleged to be) in violation of the Glific SaaS Terms and Conditions set forth herein. 

• With respect to maintenance, you will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (Equipment).

• You agree that you will also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

5. Payment of Fees

• You are required to pay the Company the applicable fees as set out in the Pricing Sheet (Fees) regardless of your platform usage. In the event, your use of the Services exceeds the service capacity set forth in the Pricing Sheet or otherwise requires the payment of additional fees (per these terms and conditions or any other written understanding between you and the Company), you agree to be billed for such usage and to pay the additional fees in the manner provided herein.

• You acknowledge that the Company reserves the right to change the fees or applicable charges and to institute new charges and fees upon 30 business days’ prior notice to you (which may also be sent by email).

• If you believe that the Company has billed you incorrectly, you must contact the Company no later than 10 (ten) calendar days on receiving the invoice in which the error or problem appeared. You agree that the Company may at its sole discretion, provide you with an adjustment or credit.
• Any changes to the current invoice, including but not limited to the recipient name, amount, or other details, will not be entertained for the current invoice dispatched. All such requests must be communicated to the Support Team in advance, no later than the 20th of the month.
• The Company will not issue any refunds under any circumstances.
• You agree that the Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company within 15 (fifteen) business days of the mailing date of the invoice. An unpaid amount for 25 days may subject to Suspension of account (which means your staff will not be able to access the account, and the bot will stop sending and receiving messages from the users) until pending payment is cleared. In the event of your failure to pay consecutive 3 months the requisite fee, the account would be terminated as mentioned in clause 3 above.
• You may request the Company to suspend your account for a specified period by providing prior written notice before the end of the current subscription cycle. The applicable suspension charges can be found in the Pricing Sheet. Please note that the suspension will take effect at the end of the current subscription period and not during the current subscription. Suspension and Termination should be requested by the 20th of the month, before the current subscription period ends.

• All fees and charges payable in relation to the Services will be exclusive of applicable national, state, or local indirect taxes (Taxes) that Company is legally obligated to charge under Indian tax laws. For the purpose of this clause, local indirect taxes include Goods and Services Tax (GST), which includes the Central Goods and Services Tax (Central Tax), the State Goods and Services Tax (State Tax), the Union Territory Goods and Services Tax (UT Tax), the Integrated Goods and Services Tax (Integrated Tax) as may be applicable. You will pay the fees and charges in our invoice in full by applying any withholding taxes, if any applicable as per Indian Law.

• You agree that all payments shall be made in favour of “TECH4DEV PROJECT PRIVATE LIMITED” in the bank account described below:
  
  Name of Bank: Axis Bank Limited
  Address of Bank: Kandivali (E), Mumbai (MH), 400101
  Account Name: TECH4DEV PROJECT PRIVATE LIMITED
  Account Number: 923020002250601
  IFSC Code: UTIB0000455

6. Prohibited Organisation and Use

• You agree to not engage in any terrorist or organized criminal activity during the period for which the Services are availed by you. You also agree to not operate, buy, sell, promote, or otherwise facilitate the exchange of illegal products or services through your use of the Services. 

• You agree to not engage in or abet any activity that may be construed as unconstitutional, anti-government, political, or religious in nature. During the period for which the Services are availed by you, you agree to comply with the WhatsApp Business Messaging Policy and all applicable policies of the Company.

7. Representations and Warranties

• You confirm that the following representations and warranties are true and correct as of the date you agree to these terms to avail the services (Effective Date) and will continue to be true and correct during the course the Services are availed: (a) You have all relevant, valid registrations as required under applicable laws to undertake your activities, (b) that there are no judicial or administrative actions, proceedings or investigations pending or threatened, which would have a material adverse effect on the your capacity to perform your obligations under these terms and conditions, (c) that all activities undertaken by you pursuant to agreeing to these terms and conditions are free from any political, religious, or racial references or connotation (in any form or manner), (d) you are not, and are not affiliated with any political party, politician, political candidate, political campaign, or entities that offer services related to politics, political candidates, political campaign strategy, political campaigning services and exclusive government service providers, and (e) you are in compliance with all policies of WhatsApp and are eligible under relevant policies of WhatsApp to avail the Services.

8. Data

• Both the Company and you agree to maintain utmost confidentiality of any information that is conveyed or provided in relation to these Glific SaaS Terms and Conditions or at the time of disclosure, designated in writing as confidential (Confidential Information). Company and you agree to use the Confidential Information received by it/ you solely for the purposes set forth in these Glific SaaS Terms and Conditions and will return or destroy such Confidential Information forthwith after the Services are discontinued under these Glific SaaS Terms and Conditions.

• Notwithstanding anything else set out in these Glific SaaS Terms and Conditions, information and materials shall not be deemed confidential if such information and material (a) become publicly available through no wrongful act or breach of any obligation of confidentiality on the receiving party’s part, or (b) are, at the time of disclosure, lawfully known to the receiving party without restriction on disclosure, or (c) are required to be disclosed by applicable law or (d) the Disclosing Party hereby grants explicit consent to the Receiving Party to disclose the information provided under this agreement.

• We agree to not retain any copies of the Customer Data after you terminate the Services availed from the Company and agree to remove and delete all copies of Customer Data from its servers and computers as soon as reasonably practicable upon such termination. The Company and you agree that the terms contained in this paragraph 8 (Data) of the Glific SaaS Terms and Conditions will be applicable on the Company and you in the event the Services are terminated. 
• Each party shall comply with all applicable data protection laws and regulations, including but not limited to the Indian Digital Personal Data Protection Act, 2023.

9. Warranty and Disclaimer

• Company will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but the Company agrees to use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

• WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE OR USEFUL; THAT OUR SERVICES OR ANY OTHER SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE; OR THAT THE SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR CONTROLLING, HOW OR WHEN OUR USERS USE OUR SERVICES OR OTHER SERVICES, OR THE FUNCTIONALITIES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. Indemnity

• You agree to indemnify the Company in respect of any losses, damages, costs, liabilities, penalties or claims arising from your or your employees’, representatives’, any external organisation or its employee to whom you will be sharing the your right of using the Glific software (External User) and/or subcontractors’/substitutes’ or breach of any of the terms and conditions contained herein or from the usage of the Services.

11. Limitations of Liability 
    • Notwithstanding anything to the contrary, except for bodily injury of a person, the Company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors, subcontractors’/substitutes’, external user  and employees shall not be responsible or liable to you with respect to any subject matter of these terms and conditions or otherwise under any contract, negligence, strict liability or other theory. 
    • You agree that the Company is not liable for any activities undertaken by you pursuant to the use of the Services.
12. Force Majeure
    • Neither party shall be liable for any failure or delay in the performance of its obligations under these Glific SaaS Terms and Conditions (except for payment obligations) if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, war, acts of terrorism, civil disturbance, embargoes, epidemics, pandemics, government restrictions or regulations, labour disruptions, power outages, internet or telecommunications failures, or the failure of suppliers, subcontractors, or third-party services (each a “Force Majeure Event”).The affected party shall promptly notify the other party in writing of the occurrence of such Force Majeure Event and use reasonable efforts to mitigate the effects and resume performance as soon as reasonably practicable.

12. Severability 

• If any term of this Glific Saas Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that term shall be deemed severable from the Glific Saas Terms and Conditions and shall not affect the validity and enforceability of the remaining terms. 

13. Assignment 

• You agree that all the rights and obligations under these Glific SaaS Terms and Conditions are not assignable, transferable, or sublicensable by you without the prior written consent of the Company. You agree that the Company can transfer and assign any of its rights and obligations under these Glific Saas Terms and Conditions without your consent. 

14. Amendment 

• We reserve the right to amend these Glific Saas Terms and Conditions from time to time upon 15 (fifteen) business days prior notice to you (which will be sent by email).

15. Governing Law and Jurisdiction

• These Glific Saas Terms and Conditions will be governed by the laws of India without regard to its conflict of law provisions. The Company and you agree to submit to the exclusive jurisdiction of the courts of Mumbai, India. 

16. Miscellaneous 

• Unless mutually agreed between the Company and you, this Glific Saas Terms and Conditions and the Apache Open Source License (or other open source license that the Company elects) is the complete agreement between you and the Company and supersedes and cancels all previous written and oral agreements, and communications. 

• Your acceptance of the Glific Saas Terms and Conditions does not establish any agency, partnership, joint venture, or employment and you agree that you do not have the authority to bind the Company in any respect whatsoever.

Addendum-A

1. Statement of service:
   Glific (“Glific,” “we,” “our,” “us”, “Company”) is a software as a service based platform that allows customers to create whatsapp based chatbots based on their use case (the “Service”).
   
   
2. Service Availability Level 
   Company will maintain a target Service Availability Level of 99% during each Company Fiscal Year.
   
   The following definitions apply to Company’s Service Availability Level obligations:
   
   “Company Fiscal Year” means the following twelve-month period: (i) April 1 through March 31 of the following year.
   
   “Downtime” means the time in minutes that the Service is not available to the Customer. Downtime excludes beta, trial, proof of concept, and sandbox versions of the Service or periods when the Service may not be available due to: (i) Service Maintenance; (ii) a failure or defect arising out of Third Party Services; or (iii) Company’s failure to fulfill its obligations due to causes beyond its control. Company measures Downtime based on server-side error rate.
   
   “Service Availability Level” means the percentage of total possible minutes the Service was available to Customer during an Company Fiscal Year and is calculated according to the following formula: [(total minutes in Company Fiscal Year – Downtime) / total minutes in Company Fiscal Year.
   
   “Service Maintenance” means the time that the Service is not accessible due to the maintenance, repairs, improvements, changes, and upgrading of the software and hardware used by the Company to provide the service. Service Maintenance includes scheduled maintenance and unscheduled, emergency maintenance requiring prompt action to protect the integrity and/or security of Customer Data or the Service.
   
   
3. Support Services and Timelines:
   Company will respond to Customer support inquiries filed via Discord Community Server within 1 working day of receipt of such inquiry. 
   
   “Business Hours” means 10:00 to 18:00 Indian Standard Time (Monday-Friday).
   
   Company’s ability to provide support depends on Customer’s compliance with the Agreement, Customer’s provision of accurate and detailed information sufficient for Company to reproduce the reported error, and Customer’s response to Company communications in a timely manner. Company is not obligated to provide support for issues related to network unavailability due to reasons beyond its control such as emergency updates to address security, privacy, legal, regulatory, or third party hardware or software issues not reasonably foreseeable by Company or within Company’s control. Company is also not responsible for configuring or diagnosing problems in any other part of Customer’s technical infrastructure. Professional Services or other requests for functional assistance not directly related to the usage of the Service are not included within the scope of Company’s support under the Agreement.
   
   
4. Escalation Matrix
   To report an Issue, Customers shall raise a support ticket in Discord (support and community system for service). In case, the issue has not been resolved according to the Agreement, the issue can be escalated by reporting it via email.
   
   Email: support@glific.org