Namaste and welcome to AppliPlus
AppliPlus is among the fastest growing voice-based solution providers for small businesses in India, and our goal is to make it easy and cost-effective for Indian small businesses to solve their communication challenges.
To be eligible to use our Product you must review and accept the terms of this Agreement.
By clicking on the “I Agree” button or using our Product you agree to the terms of this Agreement. The Agreement will become effective from the date you click on the “I Agree” button or from the date of your using the Product (hereinafter referred to as the “Effective Date”).
All the capitalized terms used in this Agreement are defined in Schedule 1. Also, please note that the words denoting the singular will include the plural and words denoting any gender will include all genders. Further, headings and subheadings to clauses of this Agreement are for information only and will be ignored in construing any provision of this Agreement.
As an attempt to make this reading easier for you, we have tried to highlight some of the key terms of the Agreement. Although, it is important to note that the language on the right is the legally binding stuff.
In this Agreement, “we”, “us”, “our” or “AppliPlus” means AppliPlus.
We are a company incorporated and registered under the Companies Act, 1956, with our registered office at Bankimpally, South Kolkata. If you are accepting the Agreement or using our Product on behalf of an organization, you are agreeing to these terms for that organization and promising to AppliPlus that you have the authority to bind the organization to the terms of this Agreement (in such a case, the terms “you”, “your” or “Customer” will refer to that organization). If you use our Product within the territory of India, you will be referred to as a “Domestic Customer” and if you use our Product in any jurisdiction outside India, you will be referred to as an “International Customer”. It is clarified that the use of the terms “you”, “your” or the “Customer” in this Agreement will include reference to both the Domestic Customer(s) and International Customer(s).
The exception to this Agreement would be that your organization has a separate contract with us covering the use of our Product, in which case that contract will govern your use of AppliPlus’s Product
For the sake of convenience, in this Agreement, AppliPlus and the Customer may also be referred to individually as a ‘party’ and collectively as the ‘parties’.
If you have any questions regarding this Agreement, please connect with us on [email protected]
When we refer to our “Product” in this Agreement, we mean:
Use of our Product enables our customers to make, create, control, track, monitor, record conference calls, interactive voice response calls and send SMSs at any time, and/or combine the APIs to arrive at new functions.
AppliPlus has agreed to grant to you a non- exclusive, non-transferable and revocable right to use the Product in accordance with the terms and conditions of this Agreement, and you agree to use the Product subject to such terms and conditions. The non-exclusive, non-transferable and revocable right to use the Product will cease to exist when this Agreement is terminated as per clause 21.2 (Termination) of this Agreement. It is clarified that AppliPlus is not creating any right or interest in the AppliPlus numbers in favour of the Customer or its Authorized Users under this Agreement except for the limited purpose of accessing and using the Product.
In respect of International Customers, it is clarified that where not permitted by applicable law, AppliPlus will not be able to create any right or interest in the AppliPlus numbers in favour of such International Customers or its Authorized Users under this Agreement, except for the limited purpose of accessing and using the Product.
You understand and agree to the following restrictions and limitations that are applicable to your right to use the Product under this Agreement:
(a) The Product can be used only by you and/or a person whom you may specifically authorise to use our Product, (hereinafter referred to as an “Authorized User”) for business communication purposes. It is hereby further clarified that Domestic Customers or its Authorised User(s) are not permitted to resell the right to use our Product. It is also clarified that International Customers or its Authorised User(s) will also not be permitted to resell the right to use our Product, unless such reselling is permitted by applicable law. It is further clarified that where the law permits reselling of our Product in an international jurisdiction (i.e., outside India), an International Customer may resell the Product subject to separate terms and conditions that will be agreed to between the parties for this purpose. Further, the International Customer will not resell the Product until execution of a separate agreement with AppliPlus for this purpose.
You will assume all liability that arises from any misuse of our Product or breach of the provisions of this Agreement by your Authorised User(s).
(b) The Product is not intended to support or carry emergency calls to any Emergency Services.
By “Emergency Services” we mean services that allow a user to connect with emergency services such as law enforcement service, fire service, medical service or any other similar emergency services or any other similar emergency services.
(c) Being a public cloud user, you will share the Product/ AppliPlus’s telephony resources with all of our other customers. Your experience may vary depending on volumes from other customers.
(d) API Throttling Limit is 200 (Two Hundred). This API Throttling Limit may be increased based on a request from you.
By “API Throttling Limit” we mean the maximum number of concurrent HTTP requests per minute on a given API end point. The list of API end points may be available at [email protected], or any other webpage, as maybe notified from time to time.
(e) The Product can handle up to a maximum of 130% (One Hundred and Thirty percent) of the Customer’s Normal Communication Volume at any instance of time.
By “Normal Communication Volume” we mean the average concurrent call or SMS volumes as recorded in your previous billing period.
(f) AppliPlus is an intermediary and has no control over the manner in which you use the Product. You are required to use the Product in accordance with all the applicable laws. AppliPlus expressly disclaims any representation that the Product complies with all applicable laws and regulations outside of India. If you use the Product outside of India, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Product.
(g) In order to give you a better experience and/or to deal with certain external factors, AppliPlus reserves the right to modify the attributes and resources available to the APIs from time to time. You will be notified about any such changes made to the API through e-mail to the primary admin and through popup notifications in the application.
Please note that AppliPlus will not be liable to you or any third party for such modifications to the API/(s) or adverse effects (if any) that may result to you from such modifications.
(h) The Product may not be available to you for use in the event that you exceed your Credit Limit (defined below in clause 4.2), if applicable.
(j) We will ensure that the Product is available for your use 24 (Twenty Four) hours a day and 7 (Seven) days a week, except in the case of a planned maintenance or when the telecommunication service providers’ networks and servers are down. The functionality of the Product will also be subject to limitations, delays and other problems due to the use of external infrastructure, technology and services. You understand that we will not be responsible for any delays, default, or any other loss or damage caused by a person outside our control.
(k) Before beginning a planned maintenance, we will notify you at least 12 (Twelve) Normal Business Hours in advance.
By “Normal Business Hours” we mean 10 A.M. to 6 P.M. Indian Standard Time (IST) each Business Day or 4:30 A.M. to 12:30 P.M. Greenwich Mean Time (GMT) each Business Day.
By “Business Day” we mean a day other than a Saturday, Sunday or a public holiday in Bankimpally South, Kolkata
(l) AppliPlus may limit the number of Authorised Users as per the pricing and the bill plan to which you subscribed to in your package.
(m) Post termination of this Agreement, you and/or your Authorised User(s) will not use the Exophone Number(s) that were allocated to you under this Agreement and we will have the right to re-allocate such AppliPlus Number(s) to our other customers.
We represent and warrant that:
You represent and warrant that:
You agree to provide us with complete and accurate information at the Company Info Page, KYC Page and such other URLs as informed to you by us from time to time.
By “KYC Page” we mean our know your customer page wherein you are required to upload your proof of identity documents such as address proof, your incorporation certificate and such other documents as may be requested from time to time. The KYC Page is accessible at https://my.AppliPlus.com/settings/kyc, or maybe available at another location, indicated from time to time.
By “Company Info Page” we mean our company info page wherein you, if you are a Domestic Customer, are required to input details about your company such as your registered company address, tax deduction and collection account number (TAN), goods and services tax (GST) number and such other details as may be requested from time to time (if so required); and if you are an International Customer, are required to input details about your company such as your registered company address, details related to your tax registration and such other details as may be requested from time to time, if so required. The Company Info Page is accessible at a location indicated by us.
(8.1) During the Term of this Agreement, you will be able to download Customer Data and AppliPlus Data for the previous 9 (Nine) months. Customer Data and AppliPlus Data beyond this period may be made available to you on request, if commercially feasible.
By “Customer Data” we mean the data provided by you and/or your Authorised User(s) in the course of your use of the Product. Customer Data will include (as applicable) phone numbers, email addresses and names provided by you or your Authorized User(s) in relation to your use of the Product.
By “AppliPlus Data” we mean the data automatically generated and recorded by AppliPlus system pursuant to your and/or your Authorised User(s)’ use of the Product which includes but is not limited to billing and pricing information, meta data about a call (telecom circle, operator, location of call, time of call and duration), activities that you or your Authorised User(s) do in creating work flows, SMS templates, audio uploads and activities performed either by you or your Authorized User(s) in and during a call such as dual tone multi frequency key access and details of the Authorized Users
Our Customer Happiness Team will provide you with Customer Support Services for any queries or issues that you or your Authorised User(s) may have in relation to the Product. Our support services policy is located at [email protected] or maybe available at another location, as indicated from time to time.
By “Customer Happiness Team” we mean the concerned AppliPlus team that provides Customer Support Services. Our Customer Happiness Team’s mission is to provide workarounds and solutions during Product downtimes and be generally available to assist our customers.
By “Customer Support Services” we mean the support services provided by us to you in accordance with our Support Services Policy. For Domestic Customers, our Customer Support Services will remain available from 6 AM to 12 midnight around the year. For our International Customers, the Customer Support Services will remain available from 12:30 AM to 6:30 PM Greenwich Mean Time (GMT) around the year.
You will provide us with the name, designation, e-mail address and phone co-ordinates of you or your representative who will be responsible to co-ordinate with us for the purposes of this Agreement.
You agree to grant us the right to use your brand name and logos on our Website and other marketing material solely for marketing purposes.
You and your Authorised User(s) agree to regularly regenerate the AppliPlus Token/ AppliPlus SID and login passwords through our dashboard in order to avoid unauthorised access to our Product through your AppliPlus account. In the event of any unauthorised access, you agree to indemnify us against all claims, loss or damage arising from such unauthorised access. You also agree to pay the Charges for the use of the Product on account of such unauthorised access.
By “AppliPlus Token”/ “AppliPlus SID” we mean a unique and private API credential to avoid the unauthorized use of a customer’s account with AppliPlus. AppliPlus Token and AppliPlus SID are available at a location, indicated from time to time by us.
Notwithstanding any other provision of this Agreement, a Domestic Customer agrees to indemnify us against any liability that we may accrue due to a violation of the Regulations and other applicable law by such Domestic Customer and/or its Authorised User(s), while using our Product, such as by sending out Promotional Message/(s) or Transactional Message/(s) or making conference calls for communicating unsolicited commercial information to any Subscriber registered under the NDNCR and/or NCPR and/or such similar consumer preference-based do-not-disturb database/register, without first obtaining the Subscriber’s necessary consent in the appropriate manner under applicable law.
Notwithstanding any other provision of this Agreement, an International Customer agrees to indemnify us against any liability that we may accrue due to a violation of the applicable law by such an International Customer and/or its Authorised User(s), while using our Product, such as by sending out an unsolicited commercial communication to any Subscriber registered under any applicable consumer preference-based do-not-disturb database.
You understand and agree that in order to comply with the applicable laws, we may either review or disclose the content of the conference calls or messages transmitted by you and/or your Authorised User(s) using our Product under this Agreement and perform any other act, as may be required by law from us. On request, your point of contact will provide all information that we seek within One (1) Business Day. You agree to provide all information required for compliance with the applicable laws, and in such a manner and in such a timeline so as not to cause AppliPlus or a service provider of AppliPlus, to be in violation of any applicable laws.
(16.1) Parties agree that: “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”) concerning or related to this Agreement, Product or the Disclosing Party (whether before, on or after the Effective Date), be it expressly designated as confidential or not and that which may reasonably be inferred/ considered to be confidential from its nature or circumstances surrounding its disclosure. It is clarified that Confidential Information will include without limitation: (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information relating to the Product; activities related to marketing, finance, operations; and our vendors/service providers; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a party a competitive advantage over its competitors; and (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.
(16.3) Confidential Information will not include information that:
(a) is in or enters the public domain without breach of the provisions of this Agreement through no fault of the Receiving Party;
(b) the Receiving Party can demonstrate (from the files/documents in existence at the time of disclosure) was in its possession prior to first receiving it from the Disclosing Party;
(c) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information;
(d) the Receiving Party receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; or (e) is required to be disclosed to our service providers, including payment gateway providers, pursuant to a legal proceeding or investigation; or
(e) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, Receiving Party will provide to the Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure; or if prior notice is not permitted or practical under the circumstances, a prompt notice of such disclosure.
We will not be liable to you or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind, including but not limited to loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, arising out of or in connection with this Agreement, whether in contract, tort, strict liability or otherwise, even if we have been advised as such or are otherwise aware of the possibility of such damages. To the maximum extent permitted by law, our total liability arising out of or in connection with this Agreement will be limited to the actual direct loss incurred by a Domestic Customer, up to a limit of Rupees Three Lacs (INR 3,00,000/-). With regard to an International Customer, to the maximum extent permitted by law, our total liability arising out of or in connection with this Agreement will be limited to the actual direct loss incurred by the International Customer, up to a limit of USD Four Thousand Five Hundred (USD 4,500/-).
Please note that multiple claims will not expand this limitation. This clause will be given full effect even if any remedy specified in this Agreement in general is deemed to have failed of its essential purpose.
It is clarified that we will not be liable to you and/or your Authorized User(s) for any loss or liability that may accrue to your Authorised User(s) from the use of our Product.
Except as expressly and specifically provided in this Agreement, you assume sole responsibility for the results obtained and conclusions drawn from the use of the Product by you.
Subject to clause 18 (Limitation of Liability) of this Agreement, AppliPlus and the Customer agree that:
You (hereinafter referred to as the “Indemnifying Party”), at your sole expense, will defend, indemnify and hold AppliPlus, our directors and employees (collectively referred to as the “Indemnified Party”) harmless from and against any, damages, losses, settlements, liabilities, penalties, fines, costs and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action or proceeding (hereinafter referred to as the “Claim”) against AppliPlus arising from or related to a breach or alleged breach of any provision of this Agreement by you and/or your Authorised User(s).
The Indemnifying Party’s indemnification obligations under this clause 19 are conditioned upon the Indemnified Party:
(a) giving notice of the Claim to the Indemnifying Party once the Indemnified Party becomes aware of the Claim;
(b) granting control of the defense (including, but not limited to, selection and management of counsel) and settlement of the Claim to the Indemnifying Party (except that the Indemnified Party’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of or result in any ongoing liability to the Indemnified Party). However, it is clarified that Indemnified Party reserves the right to select and appoint its separate counsel in connection with the Claim. It is further clarified that if, in the Indemnified Party’s view, the Indemnifying Party has not responded to and/or defended the Claim to the satisfaction of the Indemnified Party, the Indemnified Party reserves the right to assume control of the defence at the cost of the Indemnifying Party; and
(c) providing reasonable cooperation to the Indemnifying Party and, at the Indemnifying Party’s request and expense, assistance in the defense or settlement of the Claim.
Without limiting AppliPlus’s express warranties and obligations under this Agreement, AppliPlus hereby disclaims any and all other warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, and fitness for a particular purpose and warranties related to third-party equipment, material, services or software. Our Product is provided on “as is” basis to the fullest extent permitted by law. To the extent this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under that law.
(20.1) Term: This Agreement will commence from the Effective Date and will remain in force unless terminated in accordance with the provision of clause 20.2 (Termination) below (“Term”).
Notwithstanding anything else contained in this Agreement, you agree that clauses 5 (AppliPlus’s Representations and Warranties), 6 (Customer’s Representations and Warranties), 15 (Intellectual Property Rights), 16 (Confidentiality Obligations), 17 (Limitation of Liability), 18 (Indemnity Obligations), 19 (Warranty), 24 (Governing Law) and 25 (Dispute Resolution) and such other clauses which by their nature and context are intended to remain binding post the termination of the Agreement, will survive and remain in effect even after the Agreement is terminated.
You understand and agree that third parties may develop applications that may be placed on AppliPlus’s “App Bazaar” application platform. Such applications may be accessed by you or your Authorised User(s). You agree that such access or use will be solely at your own risk. We make no representation or commitment and will have no liability or obligation whatsoever in relation to the content or use of, correspondence with, or interaction with any such third party software applications, or any related transactions.
This Agreement and its schedules constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
You understand and agree that AppliPlus is operated in India and will be deemed to be solely based in India. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the laws of India, without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply.
We believe that any dispute can be resolved through communication. In case of any grievance, before taking recourse to the legal remedies available to you in law, please try contacting our Customer Happiness Team.
Each party irrevocably agrees that the courts of India will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Make Peace not war, Let’s try to resolve any possible dispute through communication. If anything is left unresolved, we can turn to the courts in India.
Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, each party will have the right to assign this Agreement to any successor to substantially all of its business or assets, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, administrators, successors and permitted assigns.
You are not allowed to transfer or assign any right or duty under this agreement without taking our permission (except to someone who is acquiring your company).
If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, if required, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party as the agent, franchisor, franchisee, employee, representative, owner or partner of the other party, or authorize any party to make or enter into any commitments for or on behalf of any other party, and the relationship between the parties will only be that of independent contractors.
We can make changes to the terms of this agreement from time to time. You can view the most copy of the agreement here or another location from time to time.
No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy under this Agreement will operate as a waiver thereof or effect any other right or remedy. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
Except for the obligation related to payment of Charges, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, government actions, war, civil disturbance, insurrection, sabotage, shortage of energy, or equipment, disruption of communication network/(s) or cloud storage facilities (hereinafter referred to as the “Force Majeure Event”). Provided however, that if a Force Majeure Event occurs, the affected party will, as soon as practicable:
Neither of us will be responsible for a failure to perform or delay caused due to an act of god such as government actions, war, civil disturbance, insurrection, sabotage, shortage of energy, raw materials, or equipment, disruption of communication network(s) or cloud storage facilities.