BULK SMS Service Level Agreement
This Service Agreement MWORLD WEBTECH PRIVATE LIMITED (the "Agreement") Dated the 26/10/2017 is made and entered into between MWORLD WEBTECH PRIVATE LIMITED, a Company Registered office is 403, Haridarshan Arcade, Near Brahmani Hall, Kothariya Main Road, Rajkot(Gujarat)-360002, duly represented by Mr. Mayur Kakadiya (CEO & Managing Director), hereinafter referred to as MWORLD WEBTECH PRIVATE LIMITED",
(A) MWORLD WEBTECH PRIVATE LIMITED runs the business of the international messaging services.
(B) CLIENT intends to purchase such services from MWORLD WEBTECH PRIVATE LIMITED Services.
Now therefore, the PARTIES hereby agree as follows:
1. DEFINITIONS :
In this Agreement, unless the context otherwise requires, the following definitions shall apply:
"Agreement" shall mean this Messaging Service Agreement, the Appendixes and Schedules set forth in this Messaging Service Agreement, attached hereto and made a part hereof, and any subsequent Appendixes, Schedules, or Service Order Forms executed by the Parties, as such may be amended from time to time by written agreement of the Parties.
"CLIENT Content" means any information, data, or messages provided by or on behalf of the CLIENT, any Third Party Provider, or an End‐User using CLIENT Services for transmission by MWORLD WEBTECH PRIVATE LIMITED to a Network Operator.
"CLIENT Services" means the service(s) operated by CLIENT for distributing or sending CLIENT Content to End‐ users.
"Chargeable Event" means SMS sent by CLIENT to MWORLD WEBTECH PRIVATE LIMITED which is subject to Successful Submit by MWORLD WEBTECH PRIVATE LIMITED to destination Operator. SMS sent to multiple recipients shall be billed separately for each recipient.
"Successful Submit" means MWORLD WEBTECH PRIVATE LIMITED accept the SMS sent from CLIENT and validate the SMS before submitting SMS for onward routing.MWORLD WEBTECH PRIVATE LIMITED will return Successful Submit to CLIENT to register SMS has been successfully submitted for routing. SMS which do not pass MWORLD WEBTECH PRIVATE LIMITED validation tests are rejected and error message returned to CLIENT and SMS not charged.
"Messaging transaction" shall mean the short text message sent to and from telephones which text comprises words or numbers or an alphanumeric combination up to one hundred and sixty (160) characters.
"MT" or "Mobile Terminated" means a message sent by MWORLD WEBTECH PRIVATE LIMITED from the Platform to a Network Operator's mobile network. "Intellectual Property Rights" means all copyright (including but not limited to rights in computer software), patents, trademarks, trade secrets, registered and unregistered design rights, database rights and topography rights, all rights to bring an action for passing off, any other similar form of intellectual property or proprietary rights, statutory or otherwise, whether registrable or not and shall include applications for any of them, all rights to apply for protection in respect of any of the above rights and all other forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.
"MWORLD WEBTECH PRIVATE LIMITED data" means data, which is provided or generated in the course of MWORLD WEBTECH PRIVATE LIMITED provision of MWORLD WEBTECH PRIVATE LIMITED Services.
"Service Schedule"shall mean the schedule(s) attached to this Agreement from time to time by mutual agreement of the Parties that
(i) Describes the Services.
(ii) Details fees and charges for the Services and administration costs related thiereto.
(iii) Any other terms and conditions or Addendum relevant to matters contemplated by this.
Agreement "MWORLD WEBTECH PRIVATE LIMITED Messaging Gateway"shall mean MWORLD WEBTECH PRIVATE LIMITED proprietary platform used to deliver content and text messages by CLIENT, comprised of the connection and interfacing capabilities.
"Network Operator" shall mean any firm operating a GSM‐based mobile telephony network, offering mobile telephony services to its subscriber base.
"MWORLD WEBTECH PRIVATE LIMITED Service" means mobile infrastructure services and/or other services provided by MWORLD WEBTECH PRIVATE LIMITED to CLIENT as expressly described and each Service Appendices attached hereto or mutually executed by the Parties.
"Network Operator Change" means any change in the services, prices, conditions or terms for services provided to MWORLD WEBTECH PRIVATE LIMITED or the CLIENT by a Network Operator.
"Platform" means the mobile application services platform, and associated systems and network connections, owned and operated by MWORLD WEBTECH PRIVATE LIMITED or by suppliers or partners of MWORLD WEBTECH PRIVATE LIMITED, which is used to provide MWORLD WEBTECH PRIVATE LIMITED Services.
"Prepaid Charge" means an amount payable by CLIENT to MWORLD WEBTECH PRIVATE LIMITED in advance of MWORLD WEBTECH PRIVATE LIMITED performing MWORLD WEBTECH PRIVATE LIMITED Services for which MWORLD WEBTECH PRIVATE LIMITED Charges are applicable, as set forth in any Appendices.
"Protocol Specification" means the protocols to be used by the CLIENT in order to access MWORLD WEBTECH PRIVATE LIMITED Services, as the CLIENT shall be notified by MWORLD WEBTECH PRIVATE LIMITED to from time to time.
"Service Level Agreement" or "SLA" means an Addendum attached hereto or mutually executed by the Parties and attached to and made a part of this Agreement, specifying MWORLD WEBTECH PRIVATE LIMITED Services to be provided to CLIENT.
"Interface Service " means the method to be used by the CLIENT to connect to the Platform.
"Service Specifications" means MWORLD WEBTECH PRIVATE LIMITED documentation detailing the features of MWORLD WEBTECH PRIVATE LIMITED Services.
"Taxes" means any federal, state, local or foreign government tax, fee, duty, surcharge, or other tax‐like charge that is required or permitted by applicable law to be collected from CLIENT by MWORLD WEBTECH PRIVATE LIMITED.
"Term" means the duration of this Agreement.
"Third Party" means any and all persons or entities not a Party to this Agreement.
"Third Party Provider" means any Third Party that has entered into an agreement with CLIENT to provide any or all of the CLIENT Services.
2. SCOPE OF AGREEMENT :
[2.1] At the request of CLIENT,MWORLD WEBTECH PRIVATE LIMITED has agreed to provide CLIENT with the Services, subject to and based upon the terms and conditions contained hereunder.
[2.2] MWORLD WEBTECH PRIVATE LIMITED shall use reasonable efforts to notify CLIENT of Network Operator Changes as soon as reasonably practicable, following MWORLD WEBTECH PRIVATE LIMITED notification by the Network Operator of the Network Operator Change.
3. TERM AND TERMINATION :
[3.1] This Agreement shall become effective on Commencement Date and shall, unless sooner terminated as provided below, remain in effect for twelve months after the Commencement Date.
[3.2] This Agreement shall automatically continuously be renewed for a successive 12 months period, unless either Party provides written notice of termination at least 30 days prior to the expiration of the term mentioned above inspection 3.1.
[3.3] Either Party may terminate this Agreement upon written notice to the other Party:
[3.3.1] Immediately, in the event the other Party becomes insolvent, files a petition in bankruptcy or makes an assignment for the benefit of its creditors.
[3.3.2] Immediately, if either Party materially breaches its obligations under this Agreement and fails to cure the breach within thirty (30) days after receiving written notice.
[3.4] CLIENT shall be entitled to terminate in writing this Agreement:
[3.4.1] If MWORLD WEBTECH PRIVATE LIMITED amends this Agreement, provided that such notice of termination is provided to MWORLD WEBTECH PRIVATE LIMITED no later than fourteen (14) days from the date of such notice.
[3.5] MWORLD WEBTECH PRIVATE LIMITED shall have the right ‐ at its sole discretion ‐ to terminate this Agreement immediately in the event that:
[3.5.1] One or more of the Network Operators upon which the provision of MWORLD WEBTECH PRIVATE LIMITED Services hereunder is dependent terminates its provision of services to MWORLD WEBTECH PRIVATE LIMITED or
[3.5.2] Any modification to MWORLD WEBTECH PRIVATE LIMITED existing Network Operator contracts, to the Mobile Marketing Association Code of Conduct, or any Change in Law makes the provision of such MWORLD WEBTECH PRIVATE LIMITED Services illegal or contrary to a law, regulation, or the Mobile Marketing Association Code of Conduct, or prohibitively difficult or expensive for MWORLD WEBTECH PRIVATE LIMITED, in sole discretion of MWORLD WEBTECH PRIVATE LIMITED.
[3.5.3] If the CLIENT materially breaches its obligations under this Agreement and fails to cure the breach within three (3) days after receiving written notice.
[3.6] Allocation of a Tire‐I Line may take up to 7 Days after payment, Allocation of Tire‐I connection is the sole decision of the provider & can be withdrawn on a prior notice of 24 hours.
4. PRICE, PAYMENT AND SERVICES:
[4.1] All payments by CLIENT to MWORLD WEBTECH PRIVATE LIMITED in respect of the Services shall be made in accordance with terms set out in Schedule 1.
[4.2] The invoice and/or statement set forth in Section 4.1 which will be paid by the CLIENT shall include the following amounts:
[4.2.1] All charges and fees relating to such payments (including, without limitation, those levied by the paying and payee bank or other financial institutions) so that the CLIENT will pay its own bank charges, and MWORLD WEBTECH PRIVATE LIMITED will pay all charges levied by its bank.
[4.2.2] Any applicable Taxes, which shall be paid in addition by client at the rate and in the manner required by law.
[4.3] In the event that Due Charges have not been paid by the CLIENT, then MWORLD WEBTECH PRIVATE LIMITED shall be entitled to suspend (i.e. stop) the provision of MWORLD WEBTECH PRIVATE LIMITED Services until further full due payment has been made by the CLIENT.
[4.4] In the event that any payment due under this Agreement is not paid on the due date for payment then MWORLD WEBTECH PRIVATE LIMITED shall be entitled to charge a late payment charge of 1 % monthly or 12% annually from the date due until such amount is paid. The Parties agree to the dispute resolution procedures as set forth below:
[4.4.1] Small Dispute. If the dispute is within five percent (5%) of the total chargeable event, the Parties agree to forgive the difference in dispute and the Paying Party shall pay the amount as invoiced.<
[4.4.2]Payment and Resolution upon Dispute Notification. In the event that a dispute notification is given incompliance with Section 4.4. Herein, the Paying Party shall pay the non‐disputed portion of the invoice on due date. The Parties will exercise reasonable efforts to resolve the dispute within thirty (30) days from date of the dispute notification.
5. OBLIGATIONS OF THE CLIENT:
[5.1] CLIENT represents and warrants to MWORLD WEBTECH PRIVATE LIMITED that:
[5.1.1] It has the power and authority to enter into this Agreement and to perform fully its obligations hereunder, including providing the Content in the manner described in this Agreement.
[5.1.2] It is under no contractual or other legal obligation, which shall in any way interfere with its full, prompt and complete performance hereunder.
[5.2] CLIENT will conform to the Protocol Specification for the relevant Service Interface as provided to CLIENT by MWORLD WEBTECH PRIVATE LIMITED.
[5.3] CLIENT will connect only to the Service Interface specified for CLIENT by MWORLD WEBTECH PRIVATE LIMITED using only the names and passwords provided to CLIENT by MWORLD WEBTECH PRIVATE LIMITED.
[5.4] CLIENT will designate in Schedule 2 CLIENT employees who will act as technical, finance and commercial coordinators and MWORLD WEBTECH PRIVATE LIMITED contact points in order to coordinate delivery of the Services, and inform MWORLD WEBTECH PRIVATE LIMITED in writing of any future changes to such coordinators.
[5.5] CLIENT will ensure that the coordinators specified in Schedule 2 and each member of the CLIENT personnel(including employees and contractors) follow the service administration and fault reporting procedures provided to CLIENT by MWORLD WEBTECH PRIVATE LIMITED.
[5.6] CLIENT will supply complete and accurate instructions and information to MWORLD WEBTECH PRIVATE LIMITED, sufficient for the performance of the MWORLD WEBTECH PRIVATE LIMITED Services, in accordance with such timescales as MWORLD WEBTECH PRIVATE LIMITED may reasonably require.
[5.7] CLIENT will ensure that the CLIENT Services and CLIENT Content shall comply with all applicable foreign, federal, state, and local laws, rules and regulations as they may be amended from time to time, including without limitation those that apply to advertising or marketing practices, for purposes of its obligations under this Section. [5.7], the acts or omissions of CLIENT's employees, agents, subcontractors, Third Party Providers, representatives or Affiliates (and such Affiliates' employees, agents or representatives) shall also be deemed the acts or omissions of CLIENT.
[5.8] CLIENT will provide all reasonable assistance to MWORLD WEBTECH PRIVATE LIMITED, including providing copies of relevant documentation, books and records, in connection with MWORLD WEBTECH PRIVATE LIMITED compliance with any requirements or conditions which are at anytime imposed by any Governmental Body and which are applicable to or affect the CLIENT Services, CLIENT Content and/or MWORLD WEBTECH PRIVATE LIMITED Services.
[5.9] CLIENT will provide any Governmental Body or MWORLD WEBTECH PRIVATE LIMITED with such information or material relating to the CLIENT Services or a future CLIENT Service as any Governmental Body may reasonably request in order to carry out any investigation in connection with (i) the CLIENT Services or (ii) CLIENT's relationship with MWORLD WEBTECH PRIVATE LIMITED or with a Third-party Provider.
[5.10] CLIENT will be solely responsible for its Third Party Providers and subcontractors and their compliance with the terms of this Agreement. CLIENT agrees that MWORLD WEBTECH PRIVATE LIMITED shall not be responsible for making any payments to any Third Party Provider or CLIENT subcontractor.
6. MESSAGE CONTENTS AND ANTI SPAMMING POLICY:
[6.1] CLIENT will be solely responsible for any legal liability arising out of or relating to the CLIENT Content and CLIENT Services (whether transmitted on its own or on any Third Party's behalf). If MWORLD WEBTECH PRIVATE LIMITED is notified or otherwise becomes aware of CLIENT Content which violates the requirements of this Agreement, MWORLD WEBTECH PRIVATE LIMITED may (but shall not be required to) investigate the allegation and determine, in its sole discretion, whether to remove or to request removal of such CLIENT Content from the CLIENT Services. If CLIENT refuses such request, MWORLD WEBTECH PRIVATE LIMITED may (but shall not be required to),in its sole discretion immediately block CLIENT Content, suspend CLIENT Services, or terminate this Agreement. MWORLD WEBTECH PRIVATE LIMITED shall not be liable for any damages incurred by CLIENT because of any such action.
[6.2] CLIENT will ensure that its collection, access, use and disclosure of End‐user information shall comply with all applicable foreign, federal, state, and local laws, rules and regulations as they may be amended from time to time, laws governing marketing by telephone, direct mail, email, wireless text messaging, fax, and any other mode of communication (collectively, "Privacy Laws"). CLIENT shall at all times perform its obligations hereunder and make available the CLIENT Services in such a manner as not to cause MWORLD WEBTECH PRIVATE LIMITED to be in material violation of any applicable laws or regulations, including any Privacy Laws. For purposes of its obligations under this Section 6.2 the acts or omissions of CLIENT's employees, agents, representatives, contractors, subcontractors, Third Party Providers, or Affiliates (and such Affiliates' employees, agents, representatives, contractors, or subcontractors) shall also be deemed the acts or omissions of CLIENT.
[6.3] CLIENT agrees that CLIENT and its Third Party Providers will not offer or provide CLIENT Services that: [6.3.1] Transmit or allow to be transmitted any CLIENT Content that violates the requirements of any Network Operator through which CLIENT Content is transmitted.
[6.3.2] Transmit or allow to be transmitted any CLIENT Content that is false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
[6.3.3] Transmit or allow to be transmitted any CLIENT Content that harms minors in any way.
[6.3.4] Transmit or allow to be transmitted any CLIENT Content that it does not have a right to make available under any law or under contractual or fiduciary relationships.
[6.3.5] Transmit or allow to be transmitted any CLIENT Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights or rights of publicity or privacy of any party.
[6.3.6] Utilize any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", or any other forms of solicitation.
[6.3.7] 6.3.7. Violate the standards of practice set forth by the Mobile Marketing Association.
[6.3.8] Interfere with or disrupt MWORLD WEBTECH PRIVATE LIMITED Services or servers or Network Operator networks connected to the MWORLD WEBTECH PRIVATE LIMITED Service, or disobey any requirements, procedures, policies, or regulations of networks connected to MWORLD WEBTECH PRIVATE LIMITED Service.
[6.3.9] Transmit or utilize any (a) viruses, worms, Trojan horses, or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of any software, firmware, hardware, wireless device, computer system or network, (b) traps, time bombs, or other code that would disable any software based on the elapsing of a period of time, advancement to a particular date or other numeral, (c) code that would permit any third party to interfere with or surreptitiously access any End‐user personal information, or(d) content that causes disablement or impairment of MWORLD WEBTECH PRIVATE LIMITED or Network Operator services or equipment.
[6.3.10] Intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law.
[6.3.11] Collect or store personal data about End‐users in connection with the prohibited conduct and activities set forth hereinabove.
[6.4] Upon written request from MWORLD WEBTECH PRIVATE LIMITED, CLIENT shall as soon as practicable, with reasonable detail provide: [6.4.1] Evidence from the CLIENT of compliance with Sections 6.1. and 6.2 above, and
[6.4.2] . Volume forecasts for use of MWORLD WEBTECH PRIVATE LIMITED Services, anticipated CLIENT support information and such other relevant information that MWORLD WEBTECH PRIVATE LIMITED may reasonably request concerning future CLIENT Services (provided that any forecasts given will not be contractually binding and/or oblige the CLIENT to purchase and/or order MWORLD WEBTECH PRIVATE LIMITED Services).
[6.5] The Parties agree to work together in good faith to establish CLIENT Services and MWORLD WEBTECH PRIVATE LIMITED Services.
7. SUSPENSION OF SERVICES :
[7.1] MWORLD WEBTECH PRIVATE LIMITED may ‐ in its sole discretion ‐ suspend provision of any or all of the MWORLD WEBTECH PRIVATE LIMITED Services at any time in the event that:
[7.1.1] MWORLD WEBTECH PRIVATE LIMITED is entitled to terminate this Agreement.
[7.1.2] MWORLD WEBTECH PRIVATE LIMITED is obliged or advised to comply with an order, instruction, directive or request of a Governmental Body or Network Operator which necessitates that it do so, in the judgment of MWORLD WEBTECH PRIVATE LIMITED.
[7.1.3] MWORLD WEBTECH PRIVATE LIMITED has reason to believe that the CLIENT is in breach of any of its obligations under this Agreement.
[7.1.4] One or more of the Network Operators upon which the provision of MWORLD WEBTECH PRIVATE LIMITED Services hereunder is dependent suspends its provision of those services to MWORLD WEBTECH PRIVATE LIMITED, or
[7.1.5] Any payment due to MWORLD WEBTECH PRIVATE LIMITED hereunder is not paid after the due date for payment.
[7.2] MWORLD WEBTECH PRIVATE LIMITED and the Network Operators shall have the right (but not the obligation) to access and review CLIENT Content transmitted through the MWORLD WEBTECH PRIVATE LIMITED Services ‐ provided that the Parties acknowledge and agree that MWORLD WEBTECH PRIVATE LIMITED has no obligation to review or filter such content ‐ solely as necessary to identify a potential breach of the terms of this Agreement, including Section 6.2. and the Service Appendices. To the extent that MWORLD WEBTECH PRIVATE LIMITED discovers an actual or potential breach, MWORLD WEBTECH PRIVATE LIMITED may suspend its Services to CLIENT for as long as it deems necessary, in its sole discretion, to ensure compliance by CLIENT.
[7.3]. Where MWORLD WEBTECH PRIVATE LIMITED determines in its discretion it is practicable to do so, then MWORLD WEBTECH PRIVATE LIMITED shall put into effect any such suspension only in respect of those CLIENT Services which are affected by the matters referred to in this Section 7. MWORLD WEBTECH PRIVATE LIMITED will use reasonable efforts to notify CLIENT in advance of any suspension of the CLIENT Services affected under this Agreement.
[7.4] All information discovered by MWORLD WEBTECH PRIVATE LIMITED, in accordance with the foregoing, shall be kept confidential.
8. MWORLD WEBTECH PRIVATE LIMITED SUPPORT, SYSTEM, MAINTENANCE:
[8.1] MWORLD WEBTECH PRIVATE LIMITED will provide the username and the password required to use MWORLD WEBTECH PRIVATE LIMITED services to the CLIENT.
[8.2] MWORLD WEBTECH PRIVATE LIMITED will use commercially reasonable efforts to make its appropriate technical personnel available to CLIENT to assist as needed to resolve any network problem within the targeted resolution period.
[8.3] All problems reported shall be in English unless otherwise agreed to in writing by the Parties.
[8.4] MWORLD WEBTECH PRIVATE LIMITED shall notify CLIENT of scheduled maintenance of the MWORLD WEBTECH PRIVATE LIMITED Messaging Platforms or Network. MWORLD WEBTECH PRIVATE LIMITED will use commercially reasonable efforts to notify CLIENT of schedule downtime outside its maintenance windows.
[9.1] Each Party may make available or otherwise disclose to the other Party during the negotiation or performance of this Agreement certain business information, including information that is proprietary to a Third Party. Except as otherwise stated herein, all such information shall be considered the confidential and proprietary information of the Party disclosing such information ("Disclosing Party") if, when disclosed in writing or orally, it is clearly identified as confidential or proprietary ("Proprietary Information"). For the purposes of this Agreement, "Receiving Party" shall mean the Party and its employees, advisors and Affiliates to whom Proprietary Information is disclosed.
[9.2] Proprietary Information shall not include: 9.2.1. Information that was independently developed by the Receiving Party without reference to or knowledge of the Disclosing Party's Proprietary Information.
[9.2.2] Information that was known to the Receiving Party prior to disclosure by the Disclosing Party and that is freeform any obligation to keep it confidential.
[9.2.3] Information that is within the public domain through no action on the part of the Receiving Party.
[9.2.4] 9.2.4. Information that was received from a Third Party who was under no obligation to keep such information confidential.
[9.3] Neither Party shall disclose the Proprietary Information of the other Party, except to its directors, officers, employees, consultants and attorneys, or except to those employees of its Affiliates who have a need to know such Proprietary Information for negotiation or performance of this Agreement and who have agreed to maintain the confidentiality of such Proprietary Information as provided herein.
[9.4] If a demand under legal or regulatory authority of competent jurisdiction or a requirement of law for the discovery or disclosure of Proprietary Information is made known to the Receiving Party, the Receiving Party shall give the Disclosing Party notice of the demand or requirement prior to disclosing the Proprietary Information and shall, upon the request and at the expense of the Disclosing Party, obtain or cooperate in any efforts by the Disclosing Party to seek reasonable arrangements to protect the confidential and proprietary nature of such Proprietary Information.
[9.5] The obligations described in this Section 9 shall survive the termination of this Agreement for a period of 3(three) years.
[9.6] Both Parties agree that a breach of any of the obligations set forth in this Section 9 would irreparably damage and create undue hardships for the other Party. Therefore, the non‐breaching Party shall be entitled to immediate court ordered injunctive relief to stop any apparent breach of this Section 9, such remedy being in addition to another remedies available to such non‐breaching Party.
10. INTELLECTUAL PROPERTY RIGHTS:
[10.1] Ownership of all MWORLD WEBTECH PRIVATE LIMITED Rights shall vest in and remain with MWORLD WEBTECH PRIVATE LIMITED. Subject to Section 10.2, MWORLD WEBTECH PRIVATE LIMITED does not by this Agreement grant CLIENT any right, title, license or interest in or to any MWORLD WEBTECH PRIVATE LIMITED Rights, including any software or documentation, or in any related patents, copyrights, trade secrets or other proprietary intellectual property. CLIENT shall acquire no rights of any kind in or to any MWORLD WEBTECH PRIVATE LIMITED trademark, service mark, trade name, logo or product or service designation under which MWORLD WEBTECH PRIVATE LIMITED products or services were or are marketed (whether or nonregistered) and shall not use same for any reason except as expressly authorized in writing by MWORLD WEBTECH PRIVATE LIMITED prior to such use, but in no event for a period longer than the Term.
[10.2] Notwithstanding the foregoing, MWORLD WEBTECH PRIVATE LIMITED shall license to the CLIENT for the Term only such use of MWORLD WEBTECH PRIVATE LIMITED Rights as is directly and unavoidably required by the CLIENT to use the MWORLD WEBTECH PRIVATE LIMITED Services (including any documentation or software which MWORLD WEBTECH PRIVATE LIMITED makes available to the CLIENT for use pursuant to this Agreement) for the Term.
[10.3] Any license granted under this Section 10 shall be non‐transferable, non‐sub licensable, nonexclusive and royalty free and shall be limited to the Term in respect of the MWORLD WEBTECH PRIVATE LIMITED Services or CLIENT Services to which the license relates and shall be granted only for the purpose of fulfilling the respective Party's rights and obligations under this Agreement.
[10.4] Neither Party shall reverse engineer, decompile or disassemble any software comprised in the other Party’s Intellectual Property Rights
 Any notice or other communication required or permitted to be given under this Agreement shall be given in writing and delivered in person, sent via registered mail, sent via facsimile or electronic mail with machine generated confirmation of transmission or delivered by recognized courier service, without charge to the receiving Party at its address specified in Schedule 2 below, and shall be deemed effective upon receipt.
12. MUTUAL COOPERATION:
 By signing this Agreement, the Parties acknowledge that problems and difficulties may arise from time to time. This being the case, the Parties agrees to work together in a spirit of mutual co‐operation to resolve and to use all reasonable endeavors to achieve a fair and equitable solution to any such problems and difficulties as may arise.
13. GOVERNING LAW:
 Agreement shall be governed by and construed in accordance with Indian law and the parties hereto submit to the exclusive jurisdiction of the Indian courts for the purpose of enforcing any claim arising hereunder.
14. INCORPORATION OF APPENDICES AND SCHEDULES:
 All appendices, addendums and schedules attached to this Agreement are integral parts of this Agreement and are incorporated into this Agreement by this reference.
15. WARRANTIES / DISCLAIMERS:
[15.1] Each Party represents and warrants to the other Party that:
[15.1.1] It has the full corporate right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
[15.1.2] Its execution of this Agreement and performance hereunder do not and will not violate any agreement to which it is a party or by which it is bound.
[151.3] When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms.
[15.2] CLIENT represents and covenants that neither CLIENT nor any Third Party Provider will access or use the MWORLD WEBTECH PRIVATE LIMITED Services except in accordance with this Agreement, and that the CLIENT Services and CLIENT Content will comply with the requirements of Section 6.2.
[15..3] Notwithstanding anything herein to the contrary, MWORLD WEBTECH PRIVATE LIMITED expressly disclaims, and shall have no responsibility or any liability of any kind for transmission errors in, corruption of, or the security of CLIENT's data or content carried over wire line or wireless telecommunication providers' facilities and networks. Without limiting the foregoing, MWORLD WEBTECH PRIVATE LIMITED expressly disclaims and shall in addition have no responsibility or any liability of any kind for the acts or omissions of any Network Operator in connection with the MWORLD WEBTECH PRIVATE LIMITED Services or CLIENT Services.
[15.4] MWORLD WEBTECH PRIVATE LIMITED covenants that the MWORLD WEBTECH PRIVATE LIMITED Services shall be performed in conformance with the service objectives in the Agreement. Notwithstanding anything else in this Agreement to the contrary, MWORLD WEBTECH PRIVATE LIMITED entire liability and Client’s sole and exclusive remedy for non‐performance of the MWORLD WEBTECH PRIVATE LIMITED Services shall be a refund or credit of any Monthly Service Fees (as set forth in an Addendum) for the period affected by such non‐performance, and the termination of this Agreement as set forth in Section 3 of this Agreement.
[15.5] Except for the express warranties set out in this section 16, MWORLD WEBTECH PRIVATE LIMITED disclaims any and all warranties concerning MWORLD WEBTECH PRIVATE LIMITED services, MWORLD WEBTECH PRIVATE LIMITED technology, and/or platform, whether express or implied or statutory, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, non‐ infringement, quiet enjoyment, satisfactory quality, or accuracy. Without limiting the foregoing, MWORLD WEBTECH PRIVATE LIMITED does not warrant that the services will be uninterrupted or error free, and MWORLD WEBTECH PRIVATE LIMITED expressly disclaims (a) any liability resulting from any end-user or other mobile operator subscriber sending messages to an allocated number instead of another number or code, or vice versa, and (b) any liability in respect of any client content, or instructions supplied by client that are incorrect, inaccurate, illegible, out of sequence, or in the wrong form, or arising from their late arrival or non‐arrival,or any other act or omission of client or any of its customers.
[16.1] CLIENT, at its own expense, will indemnify, defend, and hold harmless MWORLD WEBTECH PRIVATE LIMITED, its Affiliates, and the irrespective employees, officers, directors, representatives and agents from and against all losses, damages, liabilities, settlements, costs and expenses (including attorneys' and professionals' fees and other legal expenses) arising out odor related to any claim, demand, suit, action, or proceeding initiated by a Third Party arising out of or relating to: (a)any breach by CLIENT of this Agreement, (b) any CLIENT Service, CLIENT Content or other materials or services provided by CLIENT or its Third Party Providers under this Agreement, or (c) an allegation that the services or content provided by CLIENT to its customers violates any local, state, federal or foreign law, rule or regulation MWORLD WEBTECH PRIVATE LIMITED will provide CLIENT with written notice of the CLIENT Covered Claim and permit CLIENT to control the defense, settlement, adjustment or compromise of the CLIENT Covered Claim.
[16.2] Notwithstanding the foregoing, MWORLD WEBTECH PRIVATE LIMITED will have the right ‐ in its sole discretion ‐ to employ separate counsel and participate in the defense of any CLIENT Covered Claim, and the CLIENT shall indemnify all reasonable costs incurred to MWORLD WEBTECH PRIVATE LIMITED in such defense (such as reasonable attorney and third party fees and, to the extent permitted by law, fines and penalties etc.).
17. FORCE MAJEURE:
[17.1] Either Party's performance of any part of this Agreement, other than payment obligations, shall be excused to the extent that it is hindered, delayed or otherwise made impractical by the acts or omissions of the other Party or any Network Operator, flood, fire, earthquake, strike, stoppage of work, or riot, failure or diminishment of power roof telecommunications or data networks or services not under the control of a Party, governmental or military acts or orders or restrictions, terrorist attack. or any other cause (whether similar or dissimilar to those listed)beyond the reasonable control of that Party and not caused by the negligence of the nonperforming Party(collectively referred to as "Force Majeure" below).
[17.2] If any Force Majeure condition(s) occur(s), the nonperforming Party shall make reasonable efforts to notify the other Party of the nature of any such condition and the extent of the delay, and shall make reasonable, good faith efforts to resume performance as soon as possible
18. ENTIRE AGREEMENT :
 This Agreement constitutes the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, representations and understandings between the Parties regarding the subject matter hereof.
19. WAIVERS :
 No waiver of any provision of this Agreement by either Party shall be effective unless made in writing. The waiver of either Party of any default or breach of this Agreement shall not constitute a waiver or any other or subsequent default or breach.
 In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. Further, if any provision of this Agreement, for any reason, is determined by a court of competent jurisdiction to be excessively broad or unreasonable as to scope or subject, such provision shall be enforced to the extent necessary to be reasonable under the circumstances and consistent with applicable law while reflecting as closely as possible the intent of the Parties as expressed in this Agreement.
21. RELATIONSHIP OF THE PARTIES :
b The relationship of the Parties established by this Agreement is that of independent contractors, and this Agreement does not create an agency, employment, partnership or joint venture relationship between the Parties. Each Party acknowledges and agrees that the business relationship and activities contemplated by this Agreement are nonexclusive and that nothing in this Agreement prohibits either Party from participating with Third Parties in similar business arrangements as those described herein.
 This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The Parties to this Agreement do not intend that any terms of this Agreement should be enforceable by any person or entity who or which is not a party to this Agreement.
23. SCHEDULES AND APPENDICES :
 The following schedules and appendices are attached hereto and made part of this Agreement: Schedule 1 ‐ Schedule of fees
24. INTERNATIONAL SMS:
 Client buy’s international bulk SMS then we credited only euro amount in client account and every message deduct charges the as per country operator wise. International Bulk SMS pricing everyday change then it is not fixed. When euro rate is changed then Bulk SMS charge deduct as per Euro rates.
25. INTERNATIONAL SMS PAYMENT TERMS:
 Client buy’s international bulk SMS then we give rates of Including tax of Government of India. Client also pay other extra charges of payment transfer like currency conversation charges, so we can directly can’t be add credit of the receive payment on Paypal or other we successfully received payment on our account after we transfer credit as per received money.
26. PANLTY :
If customer sending spamming and harmful contains then account will be suspended and charge 2000 EURO.
Fees ,PRICING AND TERMS
The currency used for any operations governed by this Agreement is EUR. In accordance with Section 4 of this Agreement, the price is as agreed in chat and e‐mail per each Chargeable Event for attached countries and operators:
The payment model is 100% pre‐paid, Credits will be added on the receipt of payment. MWORLD WEBTECH PRIVATE LIMITED will issue an invoice within 3 (three) working days after the prepayment. Any price changes will be passed to the client, if the client doesn't agree with the proposed changes this agreement can be terminated in accordance with Section 3 of this agreement. Notwithstanding the foregoing, the CLIENT has to pay all due charges to MWORLD WEBTECH PRIVATE LIMITED with the late payment charge as provided in Section 4.4 of this Agreement.
SCHEDULE  :
Authorized Signatories & The Contacts of the Company