Agreement for Transactional Sms

UNDERTAKING -CUM -INDEMNITY Dated this _____ day of __________ 2014; BY _________________________________ a Registered Company/ Society/ Charitable Trust/ Telecom Service Provider vide Registration No._________, having its registered office at [Address],(hereinafter referred to as “the Obligor” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) acting through Mr. [_______.], [Designation], duly authorized vide board resolution/power of attorney dated [_________]; IN FAVOUR OF GupShup Technology India Pvt. Ltd a company registered under the Companies Act, 1956, having its registered office at 101, Silver Metropolis, 1st Floor, Western Express Highway,Goregaon(E),Mumbai – 400063, hereinafter referred to as “the Obligee” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) acting through Mr. Amit Shrivastav, duly authorized vide board resolution dated 18/01/2011.

WHEREAS  Obligor is registered Company/ Society/ Charitable Trust/ Telecom Service Provider and use Obligee’s services for sending information pertaining to its activities to a telecom subscriber in response to a verifiable request of such subscriber. Such messaging has been recognised as transactional by the Obligor under para (6) sub-para (iv) vide amendment dt. 23 Dec 2011 to the Direction of the Telecom Regulatory Authority of India Act, 1997 (24 of 1997) (TRAI) Amendment, F.No.341-3/2011-CA (QoS), dated 25 Oct 2011.  The Obligor shall not misuse and shall not mislead or misrepresent the Obligee or any other person whosoever pursuant to the said TRAI rules and regulations for sending transactional messages.  Obligor also undertake the following:  that it will send information to the subscriber only after receipt of a verifi able request from the subscriber.  that it will inform the subscriber through SMS, that the information requested for will be provided for a maximum period of six months, unless renewed and also the procedure for the subscriber to opt out at any time during the six months period from receiving such information;  that it shall obtain a fresh request from the subscriber every six months for continuing to receive such information;  that it will intimate to the subscriber at least once in thirty days about the procedure to opt out from receiving such information;  that it will provide details regarding procedure to opt out from receiving such information in every advertisement wherein regarding the facility is published by it in any media;  that it will maintain a record of the request made by the subscriber for receiving such information for at least three months and provide such record as and when required by the

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Authority; that it does not send any objectionable, obscene, unauthorized content, message or communication which is against public interest or national security or which infringes any copyright, intellectual property right etc, and the information does not contain any content which may violate any law of the land; it shall use the proper header provided by it; and it shall not mix unsolicited commercial communication or promotional message with the information sent to the subscriber through telecom resources allotted for the purposes of sending Transactional messages; that the Obligor also undertake to provide Obligee auditable reports showing that their messages are sent only in compliance to the TRAI direction/ guidelines. This will help Obligee validate that Obligor communicates only to telecom subscriber in response to a verifi able request of such subscriber and to prove/disprove any complaints obtained thereof.

NOW WE DO HEREBY SOLEMNLY DECLARE, AGREE, CONFIRM AND UNDERTAKE AS FOLLOWS: Obligor shall indemnify the Obligee and keep Obligee indemnified and save harmless, at all times against any penalty imposed under Schedule V of the TRAI direction dated 01/12/2010 and expenses incurred in connection thereto, suffered or paid or incurred by the Obligee or required to be incurred, suffered or paid by the Obligee in connection with or arising out of or in relation to or as a consequence of sending messagee’s in contravention to the TRAI rules , regulations and/or guidelines using Obligee’s Platform without prejudice to any penalty which may be imposed by way of financial disincentive by the authority concerned.  That the Obligator shall at all times ensure that the all the rules, regulation, guidelines of the TRAI and all amendments in connection thereto issued from time-to-time and all other applicable Rules and Regulations including those made by TRAI from time to time relating to message sending are duly complied with.  This indemnity is without prejudice to the Obligee’s other rights, privileges, powers and remedies in law and the Obligee may delay enforcing its rights without at any time losing them and any waiver of a right by the Obligee hereunder or available to it by law, shall not be deemed to be a waiver of any other rights or of the same right at another time.  Obligee may stop/terminate this facility given to Obligee by giving seven day prior written notice to Obligator. However, any such termination shall not affect anything done or any rights or liabilities accrued or incurred prior to the termination and all the above indemnities given by obligor to the Obligee hereunder shall survive any such termination.  Obligor further unconditionally agree and undertake to forthwith pay and make good any such penalties as mentioned in Schedule V of the TRAI direction dated 01/12/2010 and expenses incurred in connection thereto by Obligee and/or any of its affiliates upon demand being made on us without any demur and in this context. SOLEMNLY AFFIRMED AND DECLARED)

this ___ day of ________ ) by the within named Obligors ) ________________________________) in the presence of ____________ ) BEFORE ME IDENTIFIED BY ME