IMPORTANT. READ CAREFULLY.

TERMS OF USE

These terms and conditions for software licensing and services (“Terms of Use”) form a legal agreement between Growth Hacker Consulting Private Limited, (CIN U74999KA2022PTC156886), a company incorporated under Indian law with its registered office at No 42C, Shiv Govind Nivas, Gangamma Devi Layout, Mahadevapura, Bangalore 560048 (referred to as “Company”, “Our”, or “Us”), and merchants (whether individuals or legal entities) involved in any lawful business for providing services or goods across India (“Client”, “You”, or “Your”).

The Company offers a range of messaging software-as-a-service solutions through a single platform under the name “Prodoc” (“Solution”) to help customers manage communications more effectively.

The Company may authorize individuals from time to time to carry out its rights, duties, and obligations under these Terms of Use. Any reference to “Jio Haptik” in these Terms of Use shall include any such authorized persons acting on behalf of the Company.

These Terms of Use are an electronic record under the Information Technology Act, 2000, and the relevant rules, including provisions relating to electronic records in various statutes amended by the Information Technology Act, 2000. These Terms of Use are generated by a computer system and do not require any physical or digital signatures.

These Terms of Use are published under Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011, which requires the publication of rules, regulations, privacy policies, and terms of use for access to or use of any electronic services.

BY USING THE SOLUTION, THE CLIENT ACCEPTS THESE TERMS OF USE AND ANY ADDENDUM OR ANNEXURE THAT FORMS PART OF THESE TERMS. IF THE CLIENT DOES NOT ACCEPT THESE TERMS, THEY SHOULD NOT USE THE SOLUTION. THE COMPANY MAY MODIFY OR UPDATE THESE TERMS OF USE FROM TIME TO TIME, AND THE UPDATED VERSION WILL BE AVAILABLE AT [https://www.Prodoc.shop/terms-of-service] FOR THE CLIENT’S ACCESS.

DEFINITIONS:

In these Terms of Use: (i) terms defined within quotations and/or parentheses have the meanings assigned to them; (ii) capitalized terms listed below have the meanings as indicated. The headings are for convenience only and do not define or limit the scope in any way.

“Applicable Law” includes all relevant Indian statutes, enactments, laws, ordinances, rules, regulations, notifications, guidelines, policies, directions, directives, and orders of any governmental authority or self-regulatory agency, tribunal, board, or court in India.

“Applicable Data Protection Law” refers to all relevant laws, regulations, and guidelines issued by the Indian government concerning privacy, data processing, data protection, data security, encryption, or confidentiality, including but not limited to the Indian Information Technology Act, 2000. The parties agree that when the Digital Personal Data Protection Act (DPDPA) of 2023 is enacted and enforced, it will replace the IT Act, 2000, and apply retrospectively.

“Beta Products” means a pre-release version of the Solution or its components provided to you for testing under real conditions.

“Business Day” means any day other than Saturday, Sunday, or any public holidays when banks in Mumbai are open for business.

“Intellectual Property” includes all intellectual property worldwide, whether registered or unregistered. This encompasses trademarks, service marks, trade names, logos, domain names, patents, design rights, trade secrets, know-how, technology, formulae, industrial and commercial information, techniques, inventions, processes, manuals, documentation, technical data, information, copyrights, works of authorship, topography rights, database rights, computer hardware and software, including source code, user interfaces, software applications, platforms, or infrastructure. It also includes all rights under licenses related to the above, applications or registrations for protection, and all renewals and extensions thereof. The term “Intellectual Property Rights” is construed accordingly.

“Personal Data” means any information relating to an identified or identifiable natural person or that is otherwise considered personally identifiable information, personal information, or personal data under Applicable Data Protection Law.

“SaaS” means software as a service.

“Subscription Commencement Date” means the date on which the Client accepts and acknowledges these Terms of Use.

“Scheduled Maintenance” refers to the Company’s routine maintenance of the Solution, for which the Client will be notified at least two (2) hours in advance. Scheduled Maintenance shall not exceed eight (8) hours per week.

“Third Party Services” are the third-party services provided by the Company under the Solution, including but not limited to WhatsApp.

“Update” means modifications or revisions to the Solution to improve or repair existing features, ensure compatibility with new system releases, or comply with Applicable Laws, regulations, industry standards, or market practices, other than an Upgrade.

“Upgrades” refers to new versions of the Solution intended to enhance its functionality, which may change the version number of the Solution.

TERM:

These Terms of Use are effective until terminated as outlined herein (“Term”) and will automatically renew beyond the Term (“Auto Renewal”) unless the Client expressly revokes them in writing.

GRANT OF LICENSE:

During the Term, in consideration of payment of the Fees by the Client to the Company and subject to these terms and conditions, the Company grants the Client a limited, non-exclusive, personal, revocable, non-transferable, and non-licensable license to access and use the Solution on a subscription basis, in accordance with these Terms of Use. This does not create any arrangement for transferring title, ownership, or interest, including rights under any Intellectual Property, to the Client.

The Solution will be provided by the Company to the Client on a SaaS model, whereby the Company will provide access to the Solution by hosting it on a centrally hosted system to which the Client will be given necessary access. All other rights and interests not explicitly granted under these Terms of Use are reserved for the Company. The Client’s subscription to the Solution will commence on the Subscription Commencement Date, regardless of any Trial Period.

The Client agrees that any delay in implementing the Solution due to the Client's failure to provide necessary materials, information, or documents requested by the Company will not change the Subscription Commencement Date. The Client will still be liable to pay the Fees as set out in these Terms of Use.

The Client acknowledges that using the Solution will be subject to additional terms and conditions and a privacy policy, which will be available at the link provided by the Company. These Terms of Use are in addition to and do not override any terms and conditions or privacy policy applicable to the Solution.

LICENSE AND USE OF SOLUTION

To use the Solution, the Client must provide all necessary information and documents requested by the Company, including identification, address, and payment details.

The Client acknowledges that the Solution provided under these Terms of Use is non-exclusive, and the Company may offer the Solution or its variations, Updates, or Upgrades through third parties. The Solution will include all modifications, Updates, and future or new Upgrades, at the Company's sole discretion. The Client’s continued use of the Solution after any Updates or Upgrades will be considered acceptance of those changes.

The License granted under these Terms of Use is for the limited use of the Solution by the Client for its business operations and does not include the right to:

• License, sublicense, sell, resell, transfer, assign, distribute, or commercially exploit the Solution or its content in any way.
• Circumvent or disable any security or technical features of the Solution.
• Modify, reproduce, or create derivative works based on the Solution or its content.
• Create internet “links” to the Solution or “frame” or “mirror” any content on any other server or wireless or internet-based device.
• Reverse engineer or access the Solution to build a competitive product, copy its ideas or graphics, or any other unauthorized purposes.
• Use the Solution for any purpose other than the Client’s internal business operations.

The provisions of this clause constitute a material term under these Terms of Use, and any breach by the Client will constitute an immediate and material breach, leading to termination. The Client agrees that no third party will use the Solution unless specifically approved by the Company in writing.

IMPORTANT: The Client must maintain access and responsibility for the registered SIM card and present it in emergencies within 30 minutes.

The Solution includes the following components:

• **Client Data**: The Solution is built on the Company’s proprietary platform, integrating various business and user/customer details of the Client as provided to the Company during the subscription.
• **Inbox Dashboard**: A web-based messaging application that forms part of the Solution. Messages sent by the Client’s users are automatically visible to the Client in their messaging application, such as WhatsApp or WhatsApp Business.
• **Support and Assistance**: The Company provides prompt support and assistance to the Client in case of any emergencies, breakdowns, errors, or deficiencies in the Solution.
• **Early Access to Beta Products**: The Company may provide the Client early access to Beta Products for testing on an ‘as is’ and ‘as available’ basis, without warranties, representations, or commitments.

RIGHTS AND OBLIGATIONS OF THE CLIENT

• **Client’s Unauthorized Access**: The Client must ensure secure transmission of information to or from the Company servers and prevent unauthorized access. If authorized personnel default, it will be considered a default by the Client.
• **Client Compliance with the Law**: The Client must obtain all necessary approvals and licenses to use the Solution and will be liable for any defaults or claims arising from failure to comply.
• **Client Cooperation**: The Client must cooperate with the Company for any integration required and provide access to its systems and computing platform.
• **Client Payment**: The Client must pay all payments due under these Terms of Use as requested by the Company.
• **Trial Period**: The Client may use the Solution on a trial basis for 7-14 days from the Subscription Commencement Date. During the Trial Period, the Client may terminate these Terms of Use without paying any Subscription Fees. After the Trial Period, the Client will be automatically charged.

LICENSE FEE AND PAYMENT TERMS

In exchange for the License, the Client must pay the Company the following:

**(a) Subscription Fee**: The subscription period begins on the Subscription Commencement Date and continues until the Subscription End Date unless agreed otherwise. The Client agrees to provide payment details to process a non-transferable, non-refundable fee for subscribing to the Solution at the end of the Trial Period.

**(b) Usage Fee**: The Client must recharge their Wallet as needed to send and receive messages from their connected WhatsApp Business API number. Wallet recharges are non-transferable and non-refundable. (The Subscription Fees and Usage Fees are collectively referred to as “Fees”).

All payments are exclusive of taxes and government levies, which the Client must bear. The Client must comply with all tax filing formalities and issue a certificate for tax deducted or paid on behalf of the Company, ensuring the Company receives credit for any tax deducted.

General Payment Terms:

The Client agrees that all payments to the Company will be in accordance with the following terms:

• (a) The Client’s obligation to pay is absolute and not negated by the absence of an invoice.
• (b) The Client must pay the Subscription Fee immediately or at the end of the Trial Period, and the Usage Fee by the 5th day of each month for the previous month's services.
• (c) The Company may suspend the Client’s access to the Solution if payments are not made on time.
• (d) In case of payment default, the pending amount will accrue interest from the due date at 2% per month or the maximum allowed by law, whichever is lesser.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that:

• It is duly incorporated and validly existing under the laws applicable to it.
• It has taken all necessary actions, including corporate actions, to execute and perform its obligations under these Terms of Use.
• It has obtained all necessary statutory approvals required under Applicable Law.
• No judicial or administrative actions, proceedings, or investigations are pending against it that could affect its capacity to perform its obligations under these Terms of Use.
• It is not subject to any contract obligations that could breach these Terms of Use.

Additionally, the Client represents and warrants that:

• It has the financial ability to pay the Fees for the Solution.
• It holds all necessary third-party approvals, consents, licenses, and permits required under Applicable Law to use the Solution.
• It is in full compliance with all Applicable Laws, including Data Protection Laws, as of the Subscription Commencement Date and will remain compliant throughout the Term.

RIGHT TO SUSPEND CLIENT’S ACCESS TO THE SOLUTION

(i) Company’s right to suspend access to the Solution:

The Company may suspend the Client’s access to the Solution without notice if it determines that:

• The Client’s use poses a security risk, could adversely impact other services or customers, may subject the Company to liability, or could be fraudulent.
• The Client is in breach of these Terms of Use, including delinquent payment obligations.
• The Client ceases to operate in the ordinary course, has made an assignment for creditors, or is involved in bankruptcy, reorganization, liquidation, or similar proceedings.

(ii) Effect of suspension:

• If the Company suspends the Client’s access to the Solution:
• The Client remains responsible for all Fees incurred up to the suspension date.
• The Client remains responsible for all applicable Fees for any part of the Solution to which they continue to have access and for any in-process tasks completed before suspension.
• The Company will not erase the Client’s content or data uploaded before suspension unless specified elsewhere in these Terms of Use. The right to suspend is in addition to the Company’s right to terminate these Terms of Use.

CONFIDENTIALITY

(i) Definition and Exclusions:

“Confidential Information” includes any confidential and proprietary information or material made available by one Party to the other Party related to its business, operations, affairs, technologies, plans, and strategies. This includes any information or data provided orally, in writing, or electronically, and marked as “confidential,” “secret,” or “proprietary.” The existence and terms of these Terms of Use are also considered Confidential Information.

Exclusions include information that:

• Was public when received or becomes public other than through a breach of these Terms of Use.
• Was already in the receiving Party’s possession before receipt from the disclosing Party.
• Is received from a third party lawfully in possession of it and under no confidentiality obligation to the disclosing Party.
• Is independently developed by the receiving Party without using the disclosing Party’s Confidential Information.

(ii) Disclosure of Confidential Information:

Each Party agrees to:

• Use the same level of care to prevent disclosure of Confidential Information as it uses for its own similar information, but not less than reasonable care.
• Use Confidential Information solely to perform obligations under these Terms of Use.
• Not acquire any rights in or assert any lien against Confidential Information.
• Return or provide a copy of Confidential Information upon the disclosing Party’s request.
• Disclose Confidential Information to employees, agents, and subcontractors who need to know and are legally bound to protect it, with full responsibility for their actions.
• Immediately notify the disclosing Party of any unauthorized disclosure or loss of Confidential Information.

(iii) Required Disclosure:

The receiving Party may disclose Confidential Information as required by law or court order but must promptly notify the disclosing Party and cooperate to protect the confidentiality of the information. Confidentiality obligations survive termination of these Terms of Use.

(iv) Equitable Relief:

Each Party acknowledges that any breach of confidentiality obligations will cause irreparable harm, entitling the disclosing Party to injunctive relief without bond or other security, in addition to other available remedies.

(v) Return of Confidential Information:

Unless authorized to retain the disclosing Party’s Confidential Information, the receiving Party must promptly return or destroy it upon request or termination of these Terms of Use.

TERMINATION:

The Client may terminate these Terms of Use on or before the Trial Period or after the Trial Period if they do not opt for Auto Renewal and notify the Company in writing. The Company will terminate the Client’s access to the Solution upon receipt of such notification.

(ii) Effect of Termination:

• All rights and benefits granted will revert to the respective Parties, and all amounts due from the Client remain payable.
• The Client’s right to access or use the Solution will cease immediately.
• The Client must destroy all Confidential Information, promotional materials, and documentation provided by the Company. Any retained copies of Confidential Information due to automatic archiving procedures will remain subject to confidentiality obligations.

SERVICE LEVELS:

The utilization of the Solution will be measured against service levels and standards established by mutual agreement between the Parties (“SLA”).

**Target Availability**: The Company will make commercially reasonable efforts to maintain the Solution’s availability at 95% uptime each financial year (“Target Availability”).

**Exclusions**: Uptime calculations will exclude unavailability due to unauthorized use, internet problems, force majeure events, client infrastructure issues, third-party actions, or scheduled maintenance.

**Remedy for Failure to Meet Target Availability**: If the Company fails to meet Target Availability for two consecutive months, the Client may terminate these Terms of Use and receive a refund for any Fees paid for using the Solution.

THIRD-PARTY APPLICATION

Third-party products, software, services, and applications, including but not limited to Third Party Services, may be included or downloaded when using the Solution.

The Company makes no representations about third-party products, software, services, and applications and is not responsible for their availability, content, or functionality. The Client uses third-party products, software, services, and applications at their own risk and must adhere to third-party terms of use, licenses, privacy policies, and agreements. The Client indemnifies the Company from risks associated with third-party products.

DATA PROTECTION & PRIVACY

(i) The Client must ensure relevant consents are obtained under Applicable Data Protection Laws for collecting and processing Personal Data. The Company is not liable for any claims arising from the Client’s data processing.

(ii) The Client must maintain records of all consents collected and is liable for any damages resulting from inaccurate or insufficient consents.

(iii) The Company will not use Personal Data collected on behalf of the Client for purposes other than providing the Solution.

(iv) Both Parties must comply with Applicable Data Privacy Laws and undertake reasonable security practices as prescribed.

(v) **Cloud API**: The Client confirms that data shared on the WhatsApp infrastructure will reside on Cloud API’s (Meta Product) data centers. The Company does not offer data localization for WhatsApp messaging data shared or obtained through the Solution.

DISCLAIMERS OF WARRANTIES

(i) To the extent permitted by law, the Company disclaims all warranties that the Solution will be uninterrupted, error-free, or free of bugs, viruses, or other harmful components.

(ii) The Company is not liable for any errors, omissions, interruptions, data loss, or communication failures related to the use of the Solution.

INDEMNITY

(i) **Client Indemnity**: The Client agrees to indemnify and hold harmless the Company, its affiliates, directors, officers, agents, and employees from any claims, damages, or expenses arising from the Client’s breach of obligations, representations, or warranties, or infringement of third-party Intellectual Property Rights.

(ii) **Company’s Indemnity**: The Company agrees to indemnify the Client from any claims, damages, or expenses arising from third-party claims related to providing the Solution.

LIMITATION OF LIABILITY

(i) Neither Party is liable for any indirect, special, incidental, punitive, or consequential damages arising in connection with these Terms of Use.

(ii) The Company’s maximum aggregate liability under these Terms of Use shall not exceed the Fees payable by the Client to the Company in the 12 months preceding the claim.

INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in and to the Solution, including modifications, Updates, and Upgrades, remain under the exclusive ownership of the Company. These Terms of Use do not transfer ownership or proprietary interest in the Solution to the Client. The Client is responsible for obtaining and maintaining third-party software and Intellectual Property Rights at its own cost. The Client must not contest the validity or ownership of the Company’s Intellectual Property during or after the Term.

INDEPENDENT CONTRACTOR

The Parties are independent contractors. Neither Party is an agent, partner, or legal representative of the other, nor does either Party have authority to create obligations on behalf of the other.

GOVERNING LAW, ARBITRATION, AND JURISDICTION

These Terms of Use are governed by the laws of India. Any disputes arising from or related to these Terms of Use will be resolved amicably or through arbitration in Mumbai, in accordance with the Arbitration and Conciliation Act, 1996. The language of arbitration will be English.

PUBLICITY

The Company may use certain details of the Client, including logos or names, for marketing and advertising purposes with the Client’s express consent.

FORCE MAJEURE

Neither Party will be liable for failure or delay in performance due to a Force Majeure Event, except for payment obligations and indemnification provisions. “Force Majeure Event” includes acts of God, natural disasters, terrorism, strikes, or other events beyond the control of either Party.

CONTACT DETAILS

All communications or notices to the Company under these Terms of Use must be in writing and addressed to the Company at the contact details provided. The Company may update these details from time to time.

Email ID: legal@prodoc.io

SURVIVAL AND SEVERABILITY

Rights and obligations that should survive termination will remain in full force. If any provision is found to be invalid or unenforceable, the remaining provisions will continue in effect.

WAIVER

Neither Party will be deemed to have waived any right or remedy by mere lapse of time or without giving notice. A waiver will not be construed as a waiver of any other right or remedy or as a continuing waiver.

ASSIGNMENT

The Company may assign these Terms of Use or part thereof at its discretion to any of its affiliates or third parties without notice to the Client. The Client must obtain written consent from the Company before assigning these Terms of Use.