This CPaaS Trial Agreement (“Agreement”) and its terms and conditions apply where You register for any trial or Proof of Concept of our Trial Services. You accept this Agreement (to the exclusion of all other terms and conditions) either by clicking a box indicating your acceptance, by executing an order form that incorporates this Agreement, or by proceeding to use our Trial Services to which this Agreement relates. You and Tata Communications shall each be referred to as a “Party” and jointly, the “Parties”.
Where You register for any Trial Services, we will make those Trial Services available to you on a limited trial basis strictly to enable you to evaluate the suitability of the Trial Services for your own internal business use as a Tata Communications’ end customer free of charge until the earlier of (a) the end of the applicable Trial Period; or (b) the commencement date of any Tata Communications services ordered by you in substitution of such Trial Services.
The Parties agree to the following terms and conditions:
1.Definitions: Capitalized terms used herein will have the following meaning:
“Affiliate” means an entity that now or in the future, directly or indirectly controls, is controlled by or is under common control with a Party.
“Charges” means the charges payable by You for the Trial Services including equipment (if any) (including but not limited to monthly recurring charges and non-recurring charges) as identified in this Agreement.
“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), which the Receiving Party may gain access to or knowledge of as a result of this Agreement.
“Intellectual Property” means all patents, patent applications, trademarks, service marks, trade dress, copyrights, trade secrets, proprietary methods, products, whether related to Trial Services, and/or any other form of proprietary rights, throughout the world whether registered or unregistered.
“Personal Information” means any information that may identify an individual, including names, addresses, telephone numbers, electronic addresses, passwords, credit card numbers or other account data, customer proprietary network information, or any information regarding an individual that is protected under any Privacy Laws applicable to the Trial Services.
“Privacy Laws” means any applicable law that relates to the security and protection of personally-identifiable information, data privacy, trans-border flow or data protection.
“Testing” means usage of the Trial Services as defined in this Agreement solely for the purposes of Your evaluation and expressly not for resale nor other commercial purposes.
“Trial Commencement Date” means the activation date of the Trial Services.
“You” and “Your” means the customer entity and the individual acting on behalf of the customer entity which has accepted the terms and conditions of this Agreement.
2. Trial Services: During the Trial Period, Tata Communications shall permit You for the Trial Purpose to use the trial services consisting of a cloud based platform as a service that provides the following key features: commercially available services from Tata Communications and other features and services that may be resident n the platform.):
a) Multi-Factor Authentication (“MFA”): The MFA service feature helps add a second layer of security to customer applications, for validating the end user with a one-time password that can be delivered via SMS, IVR or Email. This service enables password delivery and verification used to authenticate the end user.
b) Virtual Calling Number (“VCN”): VCN permits two end users to have a telephone call without disclosing either party’s actual telephone numbers while also presenting a valid CLI of the calling party.
c) MMX Messaging Service: The Mobile Messaging APIs service enables end-customers and partners to send MO, MT and bulk SMS.
d) Visual Designer: Platform tools that provide easy to use drag-and-drop builder, that enables non-programmers to prototype or create applications.
3. Trial Purpose: You may try or evaluate the Trial Services for Testing purposes only to validate the required features and market readiness of a potential CPaaS Service market offer from Tata Communications. The Two-factor authentication service may be utilized globally including destinations provided by Tata Communications Voice Termination Service and Mobile Messaging Exchange services. VCN may be utilized globally including all countries covered by Tata Communications Local Number Service based on number availability. All Trial Services are provided as a late stage evolution prototype and may be evaluated for any or all of the following evaluation criteria: integration, service reach or footprint, performance, feature functionality and overall market readiness. You may use any additional evaluation criteria suitable for this Trial Service as mutually agreed by the Parties.
4. Trial Period: The Trial Serviceshall continue until the earlier of: (i) 3 months from the Trial Commencement Date; or (ii) terminated pursuant to the terms of this Agreement.
5. Usage/Credit Limit of Trial Services: You will not be charged for the Trial Services offered in this Agreement and usage of the Trial Service shall be limited by Tata Communications, at its sole discretion, based on the number of sessions and number of messages during the Trial Period. You will be provided automated notifications via email that You are approaching Usage/Credit Limits and the Trial Service will be terminated once You have reached Your Usage/Credit Limit set by Tata Communications.
6. Feedback: During the Trial Period, Tata Communications may request Your participants to provide verbal or written feedback of the Trial Service through interviews or surveys (“Trial Feedback”).
7. Trial Service Availability: Tata Communications reserves the right to limit or modify the Trial Services to certain countries and destinations during the Trial Period.
8. Permitted Use: You may use the Trial Services solely for the Trial Purpose in accordance with this Agreement. The Trial Services may not be used for a commercial purpose nor resold nor provided to any third party. You shall ensure that any use of the Trial Services are in compliance with applicable laws, rules and regulations together with any associated technical documentation and manual that comes along with Trial Services. Tata Communications may immediately suspend or terminate the Trial Service if it determines, in its sole discretion, that any use of the Trial Services by You is in violation of this Agreement.
9. No Transfer of Rights and Intellectual Property: Neither You nor any third party shall acquire any right, title, interest or license in Tata Communications’ Intellectual Property along with any underlying Intellectual Property by virtue of this Agreement. Tata Communications reserves all rights not expressly granted under this Agreement.
10. Right To Terminate: Tata Communications shall have the right to terminate the Trial Service for convenience and without liability during the Trial Period (including any applicable extension period). Additionally, Tata Communications shall have the immediate right to terminate the Trial Service for cause and without liability at any time upon written notice in the event that You breach the terms of the Agreement.
11. Fraudulent Use of Trial Services:You shall be solely responsible for all charges incurred with the Trial Service which were incurred through or as a result of fraudulent or unauthorized use of the Trial Service. You shall indemnify Tata Communications for such fraudulent or unauthorized use of the Trial Service.
12. Restriction of Use: You and Your Affiliates shall under no circumstance, send any unsolicited traffic to the Trial Service or Tata Communications’ Network and shall at all times make necessary arrangements to prevent such traffic from reaching the Trial Service or Tata Communications’ Network. Should unsolicited traffic nonetheless be sent by You, the following actions shall be taken: (i) the Party detecting that unsolicited traffic has been sent shall immediately contact the other Party informing that unsolicited traffic has been sent, (ii) the Parties shall initiate efforts to work in good faith and exchange information (with timestamp, content, destination number and originator) in order to determine the source of the unsolicited traffic as soon as possible after the incident. You shall be liable for paying any fines or penalties levied by a government, regulatory body or Mobile Network Operator on the Tata Communications as a result of unsolicited or illegal SMS traffic sent by You to Tata Communications. In no event shall Tata Communications be liable for losses due to service, fraudulent or illegal use of the Trial Service by any customers, end-users, or customers of customers of You, for traffic originating from Your network, or for any amounts that You are unable to collect from your customers, End Users or others. If there is a violation of this section, Tata Communications reserves the right to suspend the Trial Service.
13. Telemarking/Advertising of Goods: You shall under no circumstances use the Trial Service for telemarketing or disseminates offerings of goods or services, You specifically warrant that: (i) all messages sent by You utilizing the Trial Service, contain the name and contact information for You, (ii) You will do all actions necessary to ensure that it complies with applicable state, federal or foreign “Do Not Send” or “Do Not Call” requirements and with telemarketing registration statutes and regulations, and (iii) You will not utilize the Trial Service in a manner that results in a violation of any applicable laws or regulations. THE ADVERTISING OF GOODS, SERVICES OR REAL PROPERTY BY THE TRANSMISSION OF UNSOLICITED MESSAGES, MAY BE IN VIOLATION OF APPLICABLE LAWS AND REGULATIONS AND MAY SUBJECT YOU TO LEGAL PENALTIES. Processing of any opt-out requests as required under applicable laws is Your responsibility. Tata Communications expressly disclaims all responsibility for and authority over, the receipt and processing of any opt-out requests.
14. Confidentiality: The Receiving Party shall keep confidential and not disclose the Confidential Information and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure or distribution. Confidential Information may be disclosed to the Receiving Party’s employees, agents and representatives on a need-to-know basis, and only if such employees, agents or representatives agree to be bound by the obligations of this section. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Confidential Information and shall cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its rights. Each Party acknowledges and agrees that in the event of a material breach of this section, the non-breaching Party shall be entitled to seek immediate injunctive relief, without limiting its other rights and remedies.
15. Personal Information: By accepting this Agreement and by proceeding to use our Trial Services, You expressly consent that Tata Communications may, to the extent consistent with law, use, process, and transfer Your Personal Information, including transfers between Affiliates and transfers between countries, solely as required for the provision of the Trial Services, account administration, customer service, technical support, billing and reconciliation, operational maintenance and support, fraud detection and prevention, as required by law or regulation, and to communicate with You. You confirm you have read and understood Tata Communication’s privacy policy, a copy of which is available on http://www.tatacommunications.com/policies/privacy-policy , as updated from time to time.
16. No Warranties: Save as otherwise provided in this Agreement, Tata Communications gives no warranty, express or implied, with respect to the Trial Service provided hereunder. The Trial Service are provided on an “as is” and “as available” basis without warranties of any kind, express or implied, including but not limited to warranties of title, non-infringement or implied warranties of merchantability or fitness for a particular purpose.
17. Limitation of Liability: Save for any direct loss or damage limited to the Charges paid for the Trial Service, to the extent permissible under applicable law, You agree that Tata Communications shall have no liability for any loss or damage however caused or arising out of the provision of the Trial Service whether due to a failure to perform or any other reason. In no event will Tata Communications be liable to You or any third party for (a) any direct, consequential, incidental, special, or indirect damages of any kind or nature, or (b) for any loss of income, loss or damage of data, and damage to business reputation, in both cases under any theory of law or equity, and whether or not Tata Communications is notified of the possibility of such damages.
18. Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) will be governed by and construed in accordance with the laws of the Tata Communications entity that You are contracting with as follows:
| Tata Communications Entity | Law |
| Tata Communications (America) Inc. | The laws of the State of New York and controlling United States federal laws. |
Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of the country and State/Province (as applicable) set out above over any claim or matter arising out of or in connection with this Agreement or the legal relationships established by it
19. Export Control: The Parties acknowledge that the Trial Services (including but not limited to the service, software, or technical information) may be subject to export control and sanctions laws and regulations of the U.S. and other countries, and any use or transfer of the products, software, or technical information must be in compliance with all applicable regulations. The Parties will not use, distribute, transfer, or transmit the products, software, or technical information (even if incorporated into other products) except in compliance with all applicable export control and sanctions regulations.
20. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and shall supersede all previous negotiations, commitments, representations and writings, written or oral. Tata Communications reserves the right and in its sole discretion to modify the terms and conditions during the Trial Period of this Agreement.