Webklipper Technologies Private Limited, a company incorporated under the Companies Act, 1956, with Corporate Identification Number U72900MH2010PTC208940 and having its registered office at B-1602, Lotus Corporate Park, off Western Express Highway, Goregaon (East), Mumbai – 400063 (hereinafter referred to as the “Company/First Party”) which expression unless repugnant to the context or meaning thereof shall mean and include its affiliates, subsidiaries, successors and assigns) of the One Part;

(Subscriber Details)
Company and Subscriber may hereinafter be collectively referred to as the “Parties” and individually as “Party” where the context so requires.

WHEREAS :

1. The Company is engaged in the business of providing marketing solutions that aim at creating a more personalized user engagement for its clients with their customers.
2. The Company requests the Subscriber to carefully go through and sign this Agreement prior to accessing and using Company’s multi-channel Customer engagement tools that are offered by the Company via its flagship product (hereinafter referred to as “WE- Dashboard”) and its allied online services (“Services”) .The scope of Services is more fully connoted in Annexure A

1. 1. Scope of this Agreement
      1. Subscriber shall use the Services only in accordance with this Agreement. Subscriber shall not reverse engineer, decompile, disassemble, tamper WE-Dashboard or Services.
      2. To enable access, WE-Dashboard to and use of Services, Subscriber needs to integrate and use Company’s Software Development Kit and/or API (individually and collectively referred to as “Software Tools”). Company hereby provides license to integrate and use Software Tools to Subscriber.
      3. The license provided shall be for the Term and shall automatically stands rescinded (without any obligations) at the onset of disabling Services vide Termination of this Agreement.
      4. Subscriber’s right to use and access Services does not give Subscriber any right to implement Company’s Intellectual property in any other platform other than those authorized by the Company.
      5. Parties shall always be responsible for ensuring that all Customer Data even in encrypted form is stored securely. Parties shall take appropriate measures to ensure the security of such data and guard against unauthorized access thereto or disclosure thereof or loss or destruction while in its custody.
      6. For this Agreement, Customer Data shall mean any data collected by the Subscriber for providing Services which relates to Customer which can, whether directly or indirectly in conjunction with any other data can be construed as Personally identifiable information and may include sensitive personal data.
   2. Integration and Onboarding term
      Integration and Onboarding shall mean a period of 1 month from the date of execution of this Agreement and shall include the Lock-In Period. For avoidance of doubt, the integration shall begin only upon payment of the Integration and Onboarding Fee within seven (7) days of the execution date of the Agreement.
   3. Subscription term
      1. The Subscription Term shall be a period commencing from date of completing the Integration and Onboarding term and be valid until three (3) years from Effective Date. The Parties may extend the Subscription Term of this Agreement for additional period of one consecutive periods of two (2) year term by written notice to other Party not less than sixty (60) days prior to the expiry date of the preceding term of this Agreement.
      2. The Parties shall not be allowed to terminate this Agreement for a period of one (1) year from the completion of Integration and Onboarding Term
      3. Neither Party can terminate this Agreement for the period of three (3) months except in case of Material Default. For avoidance of doubt, either Party may terminate the Agreement in case of any Material Default. It should be noted that the Parties shall mandatorily discuss the Material Default and find ways to resolve it before termination. If the Material Default is not cured within 15 days, then either Party may terminate the Agreement by providing a 15 days’ notice. For the purpose of this Agreement, “Material Default” shall mean any breach of Data Protection, insolvency /bankruptcy of either Party and/or infringement of third-party Intellectual Property Rights under this Agreement.
      4. In addition to termination under Material Default, upon completion of three months from the Integration and Onboarding Term, without prejudice to any other right as stipulated herein, either Party may terminate this Agreement by giving Sixty (60) days written notice to other Party. The termination shall be without prejudice to any other rights or remedies a Party may be entitled to, hereunder or under the applicable law and shall not affect any accrued rights or liabilities of either Party nor the coming into force or continuation in force of any provision hereof which is expressly intended to come into force or continue in force on or after such termination.
   4. Data Security and Confidentiality
      1. Data shall be processed by the Company in accordance with the Data Processing Laws and the processing shall be in accordance with https://webengage.com/privacy-policy/ . The Subscriber shall ensure that the Customer Data does not infringe or violate any intellectual property rights, publicity/privacy rights, law or regulation or does not contain any viruses or programming intended to damage, surreptitiously intercept, or expropriate any system, data or personal information. The Company is not and shall not be obliged to review the Customer Data for accuracy or potential liability. Both Parties shall hold the other’s Confidential Information (whether shared during the term of this agreement or otherwise) in confidence and, unless required by law, not make such Party’s Confidential Information available to any third party or use such Party’s Confidential Information without the prior written consent of the relevant Party.
      2. During the Subscription term, the Company shall retain the data for an exact period of one (1) year from the date of collecting the Customer Data. Upon termination, the Customer Data shall be stored by Company for a maximum period of thirty(30) days from the termination date of this Agreement and Company shall transfer the Customer data as an one-time exercise with a written request by the Subscriber for transfer of Customer Data within such period of thirty (30) days.
   5. Subscriber Obligations
      1. The Subscriber for the purpose of availing the Services agrees that it shall provide the Company with:
         
         1. Necessary co-operation in relation to this Agreement; and
         2. Necessary access to such information including Confidential Information as may be required by the Company.
      2. The Subscriber shall be solely responsible for the content of all Customer Data. The Subscriber agrees to secure and maintain all rights in Customer Data necessary for Company to provide Services to the Subscriber without violating the rights of any third party or otherwise obligating the Company to the Subscriber or to any third party. The Company shall not assume any obligations with respect to Customer Data or to the Subscriber’s use of Services other than as expressly set forth in this Agreement or as required under the Applicable Laws.
      3. The Subscriber shall ensure that its collection, access, use, and disclosure of Customer Data complies with the Applicable Law(s) and shall get an explicit consent from the Customer that the Customer Data shall be utilised for providing Services including online services with an explicit option to Customer to revoke the consent provided by the Customer.
      4. The Subscriber shall, at all times perform its obligations and Customer Data available in compliance with and in such a manner as not to cause Company to be in material violation of Applicable Laws.
      5. The Subscriber provides explicit consent and shall comply with https://webengage.com/terms-and-conditions/ .for accessing WE-Dashboard and while using Services. However, clause 6 & Clause 7 of this Agreement shall prevail over the hyperlink.
   6. Warranties
      1. The Company warrants that Services will meet the terms of the Service level Agreement (“SLA”) more fully available in https://webengage.com/sla/ . The Subscriber’s only remedy for breach of this warranty are those as mentioned in the SLA.
      2. This warranty is subject to the following limitations:
         
         1. Any implied warranties, guarantees or conditions not able to be disclaimed in accordance with applicable law;
         2. This warranty does not cover problems caused by accident, abuse or use of the Services  in any manner inconsistent with this Agreement or Company’s  published documentation or guidance or SLA, or resulting from events beyond Company’s  reasonable control;
         3. This limited warranty does not apply to problems caused by a Subscriber  breach to  comply with any obligation set out in this Agreement  or due to Force Majeure;
         4. Each Party expressly disclaims any and all other warranties of any kind or nature, whether express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose;
      3. The Service levels provided in the SLA shall not be applicable in the event of Force Majeure and/ or changes in regulatory framework of the jurisdiction or change in Applicable Laws affecting the operation of Services under this Agreement.
   7. Suspension of Service 
      1. The Company may suspend the rendering of any or all of the Company Services in the event that:
         
         1. The Company is obliged or advised to comply with an order, instruction, directive or request of a governmental, legal and/or other relevant state authority and/or Network Operator;
         2. The Company becomes aware of any potential breach of the terms of this Agreement or any misuse or unauthorised use of Company Services;
         3. One or more of the Network Operators upon which the provision of Company’s Services hereunder is dependent suspends its provision of those services to the Company; and/or
         4. Where the Company determines in its discretion it is practicable to do so, then the Company shall put into effect any such suspension only in respect of those Services which are affected by the matters referred to in this section.
      2. Company shall notify the Subscriber of any suspension of the Services affected under this Agreement , providing the Subscriber with details of the nature and cause of such suspension. Company shall reinstate the suspended services as soon as the cause for such suspension has been remedied.
   8. Force Majeure
      Neither Party will be liable for any failure in performance due to causes beyond that Party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of online services).
   9. Pricing for Services

During Integration and Onboarding Term, the Company shall provide :

1. 1. 1. Integration documentation/Knowledge base;
      2. Explaining Onboarding process during Kick-off calls;
      3. Scope of work including integration tasks, data points, timelines and ownership.
      4. Integration audits + rectification areas.
      5. 2-3 training sessions + Pre-recorded videos with a Q&A session.
      6. Weekly project status reports.
      7. If is through WebEngage, our dedicated team will configure it.
      8. Dedicated Tech Resources for Integration
      9. Important/Key Use-cases to build along with content/graphic designs for communication.
      10. API files for conducting app integration audits.
      11. For TSP’s obtained through the Company, the Subscriber shall provide the Company with certain documents such as DLT Approval, Domain whitelisting etc., which the Subscriber shall provide in order to enable the Company to provide TSP’s.
      12. For Subscriber’s third party contractors, the Subscriber’s personnel shall configure if opting for private setup or provide relevant credentials if opting for Company’s listed vendors.
      13. For any CRM integrations, the Subscriber’s personnel shall be responsible for the successful implementation of the integration.
      14. Provision for Dashboard access with multi Authorised User profiles and managing, downloading logs, using Online Services vide Dashboard. The provisioning including access and use shall continue until the termination of this Agreement.
      15. Provide remote support and on-time resolution of support queries.
      16. Provision for an online training for personnel designated to integrate and use Company’s product.
      17. Provision for free access to all content resources and webinars organized by Company from time to time for all personnel at the Subscriber’s end.

1. 1. 1. Integration cost is a one-time upfront setup fee. The integration will take place for a period of 4 weeks. It is mutually decided between the Parties that if the integration period increases due to Subscriber dependency, then the Subscriber shall be liable to pay for mutually discussed additional costs for extended integration.
      2. The Dashboard fee shall be computed based on the MAU volume.
      3. MAU Shall mean the number of Customers visited Subscribe websites and mobile applications in the last 30 (thirty) days where the Company’s SDK is integrated. This shall include anonymous Customers who have not logged in and known Customers. For computation of MAU, Dashboard does de-duplication while computing anonymous Customers who login as a known Customer in the same period. For billing, the Dashboard takes MAU reading as per the last day of the billing period.
      4. If higher limits on MAU are required, the pricing would be revised upwards as per the slabs defined above. If the Subscriber’s usage exceeds the existing slabs of MAU of 4 million, the pricing slabs will be revised to accommodate the excess usage of the Services. The revised pricing shall be effective from the date on which such higher limits of MAU are utilized by the Subscriber.
      5. Taxes would be applicable over and above the subscription amount.
      6. The above discounted pricing is offered as a special case and shall remain confidential and, in the event, if it is disclosed to any third party, without the prior written consent of WebEngage, we, at its sole discretion, shall have the right to revise the pricing terms unilaterally.
      7. The Subscriber to ensure there shall be no traffic except few for the testing.
      8. In case if Services usage by Subscriber is less than the minimum commitment connoted above, the Company shall invoice the Subscriber based on the Minimum commitment and Subscriber is mandatorily obligated to pay towards the invoice.
      9. Invoice shall be raised for the Onboarding amount separately which shall be paid within 7 days from the Execution Date.
      10. For SMS Services Payments shall be made based on the statements of the logs generated from the WebEngage Platform.

Last Updated: 26th Mar, 2024