THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

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1. The domain name https://bitespeed.co (“Platform”) is owned and managed by Actartly Technology Private Limited (“Company”), a company incorporated under the Companies Act, 2013. Please read these terms of use (“Terms”) carefully, as it contains the terms and conditions governing your use of the Platform and any content such as text, data, information, software, graphics, audio, video or photographs that Company may make available through the Platform and any services that Company may provide through the Platform. In order to use the Platform, you must first agree to these Terms. By performing an affirmative action and thereafter, accessing the Platform, you agree and undertake that you are giving a free, specific, informed, unconditional and unambiguous consent to Company, agreeing to these Terms and concluding a legally binding contract with Company for the purposes specified herein. Please do not access or use the Platform if you do not agree with any of the terms provided herein or are unable to be bound by them. As a condition of your access to and use of the Platform, you hereby agree that you will comply with all applicable laws and regulations when using the Platform.

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2. Company reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time and will notify you at least once in a year, or whenever there is a change in these Terms, as the case may be, by email or by posting a conspicuous notice on the Platform in the event of any material revisions to these Terms. Your acceptance of the revised terms of use and thereafter, use of the Platform following the posting of changes shall be deemed to mean that you accept and agree to the revisions made to these Terms. As long as you comply with these Terms, Company grants you a personal, revocable, non-exclusive, non-transferable, non-sub-licensable and limited license to access and use the Platform.

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3. You should read these Terms and access and read all further linked information, if any, referred to in these Terms, as such information contains further terms and conditions that apply to you as a user of the Platform. Such linked information including but not limited to Company’ privacy policy (“Privacy Policy”) is hereby incorporated by reference into these Terms.

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4. If you are unwilling or unable to be legally bound by these Terms, please do not give your consent or use the Platform. You cannot accept these Terms if: (a) you are not lawfully entitled to use the Platform; or (b) if you are not of legal age to form a binding agreement with Company. 

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2. DEFINITIONS: In these Terms, unless the context or meaning otherwise requires, all capitalised words and expressions defined by inclusion in quotation and/or parenthesis anywhere in these Terms, have the same meanings as ascribed to such words and expressions:
   1. “Access Codes” means passwords and user IDs necessary to access and use the Platform. 
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   2. “Authorized User(s)” means a single employee, consultant, or other individual who needs to access and use the Platform in the performance of his/her duties for you and is granted access to the Platform pursuant to your written authorization, details of whom are communicated in writing to Company.
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   3. “Documentation” means all information in any format (including user manuals, training videos, training guides, and product specifications provided by Company) relating to the operation and functionality of the Platform, and any modifications, enhancements, Updates, Upgrades and revisions thereof.
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   4. “Force Majeure” means any circumstance or event beyond the reasonable control of Company and consequences thereof which result in Company being unable to observe or perform on time its obligations. In the event of disagreement as to what would constitute “conditions beyond reasonable control”, the decision of Company shall be final and conclusive in this regard.
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   5. “Intellectual Property” includes without limitation all intellectual property rights existing anywhere in the world conferred under statute, common law or equity in relation, registered and unregistered to inventions, trademarks and designs, circuit layouts, data and databases, confidential information, know-how, trade secrets, business names or logos, domain names, copyright, database rights, patents, designs, software, know-how, improvements, concepts, ideas, source and object code, discoveries, developments, techniques, processes, formulae, computer data, generic rights, software program codes, logic diagrams, flow charts, procedural diagrams, computer programmes, tables and compilations including computer databases or database schema and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
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   6. “Data” means any documents, files, information or data stored or processed through use of the Platform that concerns your business, technology or compliance related data, and shall include, without limitation, details of your vendors, customers, associates, their names, addresses, reports, analyses, legal documentation and any other information concerning your business that Company has access to pursuant to these Terms. 
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   7. “Merchant” means the entity, company, firm, or organisation that has availed or is availing the Services of the Company for the purpose of facilitating interactions with its end-customers, and who, in connection with such use of the Services, collects, stores, processes, or otherwise handles the Personal Data of its end-customers for its own business purposes, acting as a Data Fiduciary in relation to such Personal Data.
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   8. Merchant End User” means the end users/customers of the Merchant, who access its websites/mobile application or any other ecommerce platform owned or operated by the Merchant.
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   9. “Merchant End User Personal Data” means any data about an individual Merchant End User who is identifiable by or in relation to such data.
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   10. “Personal Data” means any data about an individual who is identifiable by or in relation to such data.
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   11. “Privacy Law” means the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011, CERT-In guidelines, and Digital Personal Data Protection Act, 2023 (as implemented). 
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   12. “Security Breach” shall refer to any unauthorized access, use, disclosure, damage or destruction of the Platform and/or any data on the Platform and shall include but not be limited to any viruses or other alien computer programming having been transmitted to the Platform, that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any part of the system or data on the Platform.
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   13. “Services” means collectively the (a) limited, revocable, non-transferable, non-sublicensable, and non-assignable license granted by Company to you to the Platform for the sole purpose of your business; and (b) support services provided to you by Company.
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   14. “Update” means a new release of the Platform made generally available by Company to you that contains bug fixes and minor modifications or enhancements, but shall exclude any significant new features or functionality, as determined by Company in its sole discretion.
   15. “Upgrade” means a new release of the Platform made generally available by Company to its customers that contains some new features or functionality. Designation of a release as an Upgrade shall be made by Company in its sole discretion.
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3. MEMBERSHIP ELIGIBILITY: Use of the Platform is available only to natural persons who can enter into legally binding contracts under the Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents and persons of unsound mind are not eligible to use the Platform. Any person under the age of 18 or with disability shall not register on the Platform and shall not transact on or use the Platform, unless such use or transaction is made by a verifiable consent by such person’s legal guardian or parents on the Platform. Any minor or person with disability accessing, using or transacting on the Platform in violation of these Terms shall be doing so at their own risk and Company shall not be responsible or liable for any activities or interactions of such minor or person with disability on the Platform. Company reserves the right to terminate any person’s membership and/or refuse to provide such person with access to the Platform if it is brought to the notice of Company or if Company discovers for itself that such person is not eligible to use the Platform.

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4. ACCEPTANCE OF TERMS: In order to avail the Services, you must first agree to these Terms. You can accept these Terms by: (a) signing up with Company and logging onto Company by using the Login Credentials (defined below); or (b) by clicking to accept these Terms, if and when prompted on the Platform.

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5. OPENING AN ACCOUNT 
   1. Registration on the Platform is mandatory for you to avail the Services provided by Company.
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   2. You shall and shall permit the Authorized Users to access the Platform only through valid Access Codes. You shall be provided with such number of Access Codes as may be required by you in relation to each of your Authorized Users to access the Platform to enable you and the Authorized Users to use the Services on the Platform through their respective accounts (collectively, “User Accounts”). You shall be responsible for the confidentiality of the Access Codes allotted to you and each of your Authorized Users. You shall and shall procure the Authorized Users to ensure that the Access Codes are not shared with any third party. Access Codes will be deemed the confidential information of both the parties.  
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   3. You shall be fully responsible for all activities that occur under the User Account(s) and Company shall not be responsible for any loss or damage caused to you and/or your Data due to such unauthorized use and access of the Platform. Company shall be entitled to immediately disable all Access Codes for, and prevent access to the Platform by, any or all Authorized Users (a) upon your written request; or (b) upon actual or threatened occurrence of a Security Breach, with or without any notice to you.
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   4. Company may communicate with you and/or the Authorized Users (as the case may be) via. their respective registered email addresses provided at the time of signing-up, regarding the User Accounts, Updates, Upgrades, or other issues related to the User Accounts or otherwise related to these Terms. 
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   5. You and the Authorized Users are responsible for all content posted and activity that occurs under their respective User Accounts. 
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   6. While registering with Company to use the Platform, you shall and shall ensure that the Authorized Users not: (a) create a User Account for anyone other than you, unless such person's prior permission has been obtained; (b) use a User Account that is the name of another person with the intent to impersonate that person; or (c) create more than one User Account on the Platform. Company cannot and will not be liable for any loss or damage arising from your and/or the Authorized Users failure to comply with this Clause.
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   7. You hereby confirm and undertake that the information provided by you and/or the Authorized Users while signing-up is and will be true, accurate, up-to-date, and complete at all times. You agree that if the you and/or the Authorized Users provides any information to Company that is untrue, inaccurate, not up-to-date or incomplete or becomes untrue, inaccurate, not up-to-date or incomplete, Company shall have the right to indefinitely suspend or terminate or block access to the User Account on the Platform and refuse to provide you and/or the Authorized Users access to the Platform. You are advised to use due caution when providing any information to Company accordingly.
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   8. Once registered, you can log in to the User Account by using the email ID and password provided at the time of signing-up (“Login Credentials”).
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6. ACCOUNT CONFIDENTIALITY OBLIGATIONS
   1. You agree that the sole responsibility of maintaining the security and confidentiality of the Login Credentials rests with You and/or the Authorized Users at all times. You and/or the Authorized Users shall not share these Login Credentials with any third party.
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   2. Company reserves the right to take any and all action, as it deems necessary or reasonable, regarding the security of the Platform and the User Accounts. 
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   3. You and/or the Authorized Users are solely responsible for all activities that occur under the User Account and/or you and/or the Authorized Users undertake on the Platform and hereby undertakes that no such activity shall be unlawful or in violation of any applicable laws, rules and regulations of India. 
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   4. In no event and under no circumstances shall Company be held liable for any liabilities or damages resulting from or arising out of your and/or the Authorized Users use of the Platform or the Login Credentials, theft of the Login Credentials or release by you and/or the Authorized Users of the Login Credentials to a third party, or your and/or the Authorized Users authorization to allow another person to access and use the Platform using the User Account.
   5. ‍In case of any misappropriation or unauthorized access of the User Account, You agree to communicate the same to Company immediately, in a manner indicated by Company. You may be held liable for any losses incurred by Company or any other user of or visitor to the Platform due to authorized or unauthorized use of the User Account, as a result of your failure in keeping the Login Credentials confidential. 
      

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7. OBLIGATIONS  

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1. You hereby undertake and covenant that you shall, and shall cause your Authorised Users to:
   1. install the latest Upgrades of the Platform and in case of your failure to comply with this obligation, Company may stop the provision of the Service in accordance with these Terms;
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   2. provide up to date, relevant and accurate Data and any other information necessary for Company to provide the Services in the form and within the timeframes indicated by Company or otherwise reasonably requested by Company;
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   3. immediately report any error encountered in the Platform and shall in no event attempt to modify or correct such errors without any specific written instruction from Company;
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   4. prevent unauthorized access to the Platform and shall notify Company immediately of any such unauthorized use or other known breach of security;
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   5. not use the Platform and/or the Services in violation of these Terms and applicable law;
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   6. act reasonably when making decisions (including approvals), and make such decisions in a timely manner; and
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   7. maintain a proper operating environment for the use of the Platform in accordance with any guidance from Company, including in the Documentation.

2. You hereby undertake and covenant to comply with all applicable Privacy Laws in respect of any Merchant End User Personal Data collected, processed or stored by you.

3. If Company informs you that a specified activity or purpose is prohibited with respect to the Platform, you shall ensure that you immediately cease use of the Platform for such prohibited activity or purpose and shall procure the Authorized Users to do the same.

4. Company shall have the right to publicize its engagement with you. You accordingly grant Company a royalty-free, fully paid-up, worldwide, and non-exclusive license to use your name and logo.

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8. SERVICES 

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1. You shall be required to open a User Account, register and comply with these Terms in order to be able to avail the Services provided by Company.  

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2. Subject to these Terms, in furtherance of the Services hereunder, Company hereby grants you and the Authorized Users, a non-exclusive, non-transferable, revocable, non-assignable, and limited right to access and use the Platform for the purpose of availing the Services in accordance with these Terms and the Documentation, for your internal business use. You shall be responsible for the Authorized Users’ compliance with these Terms. 

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3. Services are intended to only provide you with access to the Platform to facilitate interactions with your customers. Company shall not be liable for curating the messages that are sent through the Platform to your customers. You shall additionally ensure compliance with the terms of service of the Platform, as indicated by Company.  

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4. Company shall not be liable for unavailability of Services due to (a) Force Majeure event; (b) outages due to a scheduled downtime; (c) outages based on your networks, domain name server issues or other third-party services, or your use of the Platform not being in accordance with the Documentation; and (d) outages to remedy a security vulnerability or as required under applicable law. 

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5. To the maximum extent permitted by applicable law, it is hereby agreed that: (a) the Services are provided “as is” and without any warranty whatsoever, and Company’s warranties are limited to those expressly set out in these Terms, and all other conditions, representations, guarantees or warranties of any kind or nature, whether express or implied, arising out of or related to these Terms, the Services, the Platform, or the results derived therefrom, including, but not limited to, warranties regarding accuracy, quality, correctness, completeness, comprehensiveness, currency, suitability, system availability, compatibility, merchantability, fitness for a particular purpose, title, non-infringement, or otherwise (irrespective of any course of dealing, custom or usage of trade), whether implied by statute or otherwise, are hereby expressly excluded and disclaimed; and (b) Company makes no representations concerning the quality of the Platform or the Services and does not promise that the Platform or the Services will be error-free, bug-free, or will operate without interruption. No employee or agent of Company is authorized to make any statement that adds to or amends the warranties or limitations contained in these Terms.

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6. Company shall also not be liable under any circumstances for damages arising out of or related in any way to your and/or the Authorized Users’ inability to access, or difficulty in accessing and/or using the Services and/or the Platform, any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Platform by you, any Authorized User and/or a third party, any loss of your Data, any claim relating to your Data or content from the Platform and/or Services.

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7. In the event you request for any additional services, these additional services shall be provided by Company with an additional fee on mutually agreed terms and conditions in writing. 

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9. SUPPORT SERVICES: In order to provide maintenance and support services in relation to the use of the Platform, Company shall provide the following support services to you and/or the Authorized Users: 

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1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.

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2. Company may make changes to the Platform, or Platform infrastructure (such as infrastructure, storage technology, security, technical configurations and hosting facilities). Company shall provide you with a minimum of 48 hours’ advance notice, except in cases of emergencies, of any downtime required for such Updates and Upgrades to the Platform.

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3. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 

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4. Company will provide technical support to you via both, telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm India time, with the exclusion of holidays (“Support Hours”).

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5. You may initiate a helpdesk ticket during Support Hours in the manner indicated by the Company from time to time.

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6. Company will use commercially reasonable efforts to respond to all helpdesk tickets within 1 business day.

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7. Services shall be available 99%, measured monthly, excluding scheduled maintenance. If you request maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from unscheduled emergency maintenance, outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation.

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10. DATA AND SECURITY

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1. Title to, and all Intellectual Property in the Data, and Merchant End User Personal Data, remains your property. You grant Company a non-exclusive and fully paid up, license to use, store, copy, or modify the Data and Merchant End User Personal Data on a confidential basis solely (a) for (i) the provision of Services; or (ii) any other purpose in connection with the exercise of Company’s rights and performance of its obligations in accordance with these Terms;  (b) on an anonymized basis for Company’s internal research, development and product improvement purposes. Notwithstanding the foregoing, Intellectual Property in any insights, analytics, behavioral consumer data, cross-brand enrichment outputs, benchmarking information, reports, aggregated datasets, statistical models, algorithms, machine learning models, and any other outputs derived by Company through the processing, aggregation, or analysis of Data and Merchant End User Personal Data ("Derived Data"), shall vest in and be the exclusive property of Company. For the avoidance of doubt, Derived Data shall not include the underlying raw Data and Merchant End User Personal Data, and nothing in this Clause shall be construed as transferring ownership of the Data and Merchant End User Personal Data to Company.

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2. The Company shall be entitled to share Derived Data with the Merchants exclusively in an aggregated and anonymised form for analytics, benchmarking or insight-generation purposes, provided that such Derived Data cannot reasonably be used to directly or indirectly identify any individual end-customer or Merchant.

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3. The Company is not responsible for unauthorized access, alteration, theft or destruction of Data arising from your or the Authorized Users’ actions or omissions or any non-compliance or breach of the Documentation and/or these Terms. Your ability to recover any lost data resulting from Company’s misconduct shall be limited to restoration by Company from the most recent back-up. 

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4. If you transfer any Personal Data to the Company in connection with the Platform and/or provide Company access to any Personal Data as part of the Data, then you warrant that you are duly authorized to provide Personal Data to the Company and you did so lawfully in compliance with relevant Privacy Laws including by obtaining Merchant End User’s consent through affirmative action, informing Merchant End User of: (a) the collection and processing of their Personal Data by the Merchant; (b) sharing of such data with third-parties; (c) aggregation of their data with data of end-customers of other merchants on the Platform for cross-brand analytics and AI enrichment purposes; and (d) generation of aggregated insights that may be shared with other merchants on the Platform. 

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5. The Company may collect, use, analyse and retain your meta data, behavioural consumer data, system topography information and operations data and in a confidential and anonymous manner, aggregate such data with similar usage data of other users. For avoidance of doubt, the Intellectual Property in Derived Data created pursuant to the use of Data and Merchant End User Personal Data for this purpose shall vest with the Company. 

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6. You agree not to provide any health, payment card or similar sensitive personal information that imposes specific data security obligations for the processing of such data unless it is a supported feature in the Documentation. Notwithstanding anything contained herein, Company shall be entitled to store the Data in an aggregated format, and such right shall survive termination of these Terms.

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7. Company may partner with third-party service providers to provide certain Services. These third parties may have limited access to Data and/or your information in order to provide the Services. Company does not make any representations concerning the services or privacy practices or policies of such third-party service providers.

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8. Company may use artificial intelligence technologies, including large language models (LLMs), to analyse Data for the purpose of improving, developing, and enhancing the Services and related products and features, generating insights, analytics, benchmarking information and reports. Company may share  Derived Data with third-party service providers or entities, for benchmarking, analytics, product improvement, research, or similar business purposes, in an anonymised and aggregated manner such that no brand, merchant, customer or individual, , creatives or proprietary information can be directly or indirectly identified. 

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9. With respect to the Merchant End User Personal Data, you warrant and confirm that you have obtained adequate consent under applicable Privacy Law for transfer, access and processing by the Company, including enrichment of such Merchant End User Personal Data by the Company for its business purposes. The Company shall have the right to independently process the Merchant End User Personal Data and where required, you shall obtain necessary consents as required from the Merchant End User to enable the Company to process the Merchant End User Personal Data beyond these Terms. The Parties agree that any aggregated, anonymized, tokenized data sets that do not identify an individual Merchant End User will not constitute Merchant End User Personal Data. You will ensure that you will enable all data principal rights under the Digital Personal Data Protection Act, 2023 (when implemented).   

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10. Third Party Compliance
    1. You represent and warrant that consent obtained through the end-customer is in compliance with applicable third-party platform policies, including, inter alia, Meta's and WhatsApp's then-current business messaging policy.
    2. To the extent data obtained through WhatsApp interactions is subject to restrictions on secondary use under the WhatsApp Policies, the Company shall apply such restrictions to the processing of such data and shall notify you of any such restrictions in a timely manner.

11. Restriction on Processing Children’s Personal Data
    1. You represent, warrant, and undertake that you shall not provide the Company with, or cause the Company to process, personal data of any individual under the age of 18 years ("Child") without having first obtained verifiable parental or guardian consent for such processing.
    2. You shall not include Personal Data of any Child in Data provided to Company for the purpose of directing targeted advertising to such Child.

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11. USE OF THE PLATFORM

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1. You agree, undertake and covenant that, during the use of the Platform, you shall not host, display, upload, modify, publish, transmit, store, update or share any information that:
   1. belongs to another person or entity and to which you do not have any right, except as expressly provided in these Terms.
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   2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another person's privacy, insulting or harassing on the basis of gender, hateful or racially or ethnically objectionable, relating or encouraging money laundering or gambling, or an online game that causes harm, or promoting enmity between different groups on the grounds of religion or caste with the intent to incite violence, or otherwise inconsistent or contrary to the applicable laws in force in any manner whatsoever.
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   3. is misleading in any way.
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   4. is harmful to minors.
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   5. involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming".
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   6. infringes upon or violates any third party's rights including, but not limited to, any patent, trademark, copyright or other proprietary rights or Intellectual Property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number).
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   7. provides instructional information about illegal activities such as violating someone's privacy, or providing or creating computer viruses.
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   8. tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, User Account information or information of other users/visitors of the Platform, bulletins, or other areas of the Platform or solicits passwords or personally identifying information for commercial or unlawful purposes from other users/visitors of the Platform.
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   9. engages in commercial activities without Company’ prior written consent such as engages in contests, sweepstakes, barter, advertising, etc.
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   10. interferes with another person’s use of the Platform.
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   11. impersonates another person.
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   12. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any foreign states.
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   13. refers to any website or URL that, in Company’ sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms.
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   14. deceives or misleads the addressee about the origin of the messages or knowingly and intentionally communicates any information which is patently false or misleading or grossly offensive or menacing in nature but may reasonably be perceived as a fact.
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   15. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.
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   16. contains software viruses or any other computer codes, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, diminish value of, covertly intercept or steal any system, data or personal information of another user/visitor.
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   17. is in the nature of an online game that is not verified as a permissible online game.
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   18. is in the nature of advertisement or surrogate advertisement or promotion of an online game that is not a permissible online game, or of any online gaming intermediary offering such an online game.
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   19. violates any applicable law for the time being in force.

2. You agree and acknowledge that the Platform may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. Company strives to keep the Platform up and running; however, all online services suffer occasional disruptions and outages, and Company isn’t liable for any disruption or loss the you may suffer as a result.

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3. You agree and acknowledge that (a) you shall not use the Platform for any illegal or unauthorized purpose; and (b) your use of any information or materials on the Platform is entirely at the your own risk, for which Company shall not be liable. 

4. Company shall have the right, but not the obligation, to monitor access to or use of the Platform to ensure your compliance with these Terms or applicable laws or other legal requirements, at its sole discretion. 

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12. PAYMENT TERMS

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1. You shall pay a subscription fee for the license of the Platform (“Fee”) by way of equal monthly, quarterly, half-yearly or annual instalments, as agreed with the Company, at the beginning of the month, quarter, half-year or year. Any changes to the Fee shall be communicated in writing by Company from time to time. 

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2. You shall also pay to Company a fee for usage of third-party channels (“Usage Fee”). Such Usage Fee is variable and shall be charged based on the number of conversations between you and your customers. It is hereby clarified that the Usage Fee shall be charged as per the usage data provided by such Third-Party Channels (as defined below). 

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3. The Usage Fee payable by you shall differ for your customers based in Indian and/or international regions in accordance with pricing mechanism of the third-parties. If communicating with international customers, you shall pay an international usage fee over and above the Usage Fee payable. 

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4. Third Party Channel Pricing Revisions: You acknowledge and agree that the Usage Fee payable under these Terms is dependent upon the pricing set by underlying third-party messaging channels, including WhatsApp, Meta, and other platforms integrated with the Services ("Third Party Channels"), which may revise their pricing from time to time in the ordinary course of their business. Where a Third Party Channel revises its pricing, Company shall notify you of the revised Usage Fee, together with the effective date thereof, with reasonable prior notice of such effective date, via email and/or through the Platform dashboard. If you continue to use the Platform and/or the Services on or after the effective date of the revised Usage Fee, such continued use shall constitute your unconditional and irrevocable deemed acceptance of the revised Usage Fee, and no formal amendment or further documentation to these Terms shall be required to give effect to such revision. Without prejudice to the foregoing, you may expressly accept the revised Usage Fee by any of the following means: (a) clicking a payment or approval link provided by Company; (b) confirming acceptance through the Platform dashboard; or (c) written confirmation, including by email. If you raise a written objection to the revised Usage Fee prior to the effective date thereof, the parties shall negotiate in good faith to agree upon the revised Usage Fee. During the period of such negotiation, you shall continue to pay the Usage Fee at the last agreed rate. Upon the parties reaching agreement on the revised Usage Fee, you shall pay any difference between the last agreed rate and the revised rate for the intervening period within five (5) days of such agreement. For the avoidance of doubt, no formal amendment or further documentation to these Terms shall be required to give effect to any revision agreed pursuant to this Clause. Where the provisions of this Clause conflict with Clause 12.10, the provisions of this Clause shall prevail.

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5. You shall, as notified from time to time, be liable to pay any processing fees/convenience fees levied by a payment gateway at the time of making any payment to the Company and the Company shall not be responsible for making any such payment to the payment gateway. 

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6. Payment Terms:

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Payment of the Fee: The Fee shall be payable in advance, prior to or on the commencement of the applicable subscription period or within the first five (5) days of the next calendar month, in accordance with the plan duration and pricing agreed between you and Company.

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Payment of the Usage Fee: The Usage Fee shall be payable either: (a) on a prepaid basis, whereby Company shall be entitled to appropriate and deduct the Usage Fee in advance from the Wallet maintained by you in accordance with Clause 13, as and when usage of the Services occurs, the Wallet being the primary mechanism for collection of the Usage Fee from prepaid customers; or (b) on a postpaid basis, whereby the Usage Fee shall be billed at the end of each calendar month, or at such other time as Company may determine. 

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You shall clear each invoice either immediately or within five (5) days from the date the invoice is raised. Where you maintain a balance in the Wallet, Company shall be entitled to appropriate and deduct amounts due under any invoice directly from the Wallet in accordance with Clause 13. Where the Wallet balance is insufficient to satisfy the full amount of any invoice, you shall pay the shortfall within five (5) days of the date of invoice.

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7. The invoice issued by Company shall be treated as final and confirmed unless you raise any discrepancy, and the same is brought to the notice of Company within 1 (One) day of receipt of invoice by you. The parties shall work together to correct any such discrepancy, and if necessary, Company shall raise a revised invoice on you. It is hereby clarified that you shall be required to clear the revised invoice within a period of 5 (Five) days from the date of such revised invoice.

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8. Company is a registered MSME under the applicable law and is entitled to levy a penalty upon you in event of delayed payment by you. Any delayed payment by you shall attract an interest at the rate of 2% per month. 

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9. In the event of failure by you to pay the Fee in accordance with these Terms, without prejudice to any other rights available to Company hereunder or under applicable law or in equity, Company shall not be required to provide any access to the Services and the Platform. 

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10. Pricing Revisions: Where Company wishes to communicate any pricing revisions, (a) Company shall communicate such pricing revisions, together with the effective date thereof, to you via email, the Platform dashboard, or through approved pricing and charge links made available on the Platform (any such communication, a "Pricing Notice"); and such Pricing Notice shall constitute valid and sufficient notice to you for all purposes under these Terms. Subject to the provisions of Clause 12.4, the revised fee shall take effect upon you or your Authorized User signifying acceptance of the Pricing Notice, which acceptance may be given by any of the following means: (i) written confirmation (including by email or through the Platform dashboard) by you or your Authorized User; (ii) payment by you of the revised fee through the links provided in the Pricing Notice; or (iii) any other affirmative act by you or your Authorized User from which acceptance of the revised fee may reasonably be inferred, and any such act shall be deemed to constitute valid and binding acceptance. Your continued use of the Platform and/or Services following the effective date shall constitute your unconditional, absolute and irrevocable acceptance of such revised fee. For the avoidance of doubt, no formal written amendment or further documentation to these Terms shall be required to give effect to any such change, and such revision shall be binding on you to the same extent as a formally executed amendment to these Terms. Where the provisions of this Clause conflict with Clause 12.4, the provisions of Clause 12.4 shall prevail.

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11. Discounts and Credits: Company may, at its sole discretion, offer you discounts on the Fee or the Usage Fee, or any amount due against any invoice, from time to time (each, a "Discount" or "Credit", as the case may be). Any such Discount or Credit shall be based on mutual agreement between the parties and shall not be construed as an amendment to these Terms or as a standing obligation on Company to offer similar Discounts or Credits in the future. A Discount or Credit shall be considered mutually agreed and binding upon the parties where it is confirmed by written communication between the parties, which shall include (without limitation) confirmation by email or through the Platform dashboard; and no formal amendment or further documentation to these Terms shall be required to give effect to any agreed Discount or Credit. For the avoidance of doubt, where the amount reflected in any invoice issued to you differs from the Fee or Usage Fee otherwise applicable, such difference shall be attributable to a Discount or Credit agreed in accordance with this Clause, and shall not be construed as a breach of or inconsistency with these Terms. Any Discount or Credit applied against an invoice shall not be refundable, redeemable for cash, or transferable, except as otherwise expressly agreed between the parties in writing.

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13. WALLET TERMS

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1. For the purpose of facilitating the transaction between you and Company, Company has created a virtual wallet (“Wallet”). You will be required to maintain a minimum balance in the Wallet as discussed and agreed to between the parties. Company shall be entitled to appropriate and deduct any amounts due and payable by you under these Terms directly from the Wallet balance in accordance with Clause 13.2. Where the balance in the Wallet is insufficient to meet any amount due and payable by you, you shall promptly add funds to the Wallet to restore the requisite balance before continuing to avail the Services. Company reserves the right to suspend your access to the Services and the Platform until such time as the Wallet balance is restored to the requisite minimum level. In the event of your failure to recharge the Wallet immediately but in no event later than 1 (One) day, Company reserves the right to suspend the Services and access to the Platform, and impose a penalty of 2% (Two Percent) per month. 

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2. The Merchant hereby irrevocably authorises the Company to appropriate and deduct all amounts due and payable under this Agreement, including the Fee, the Usage Fee, and any other amounts payable hereunder, directly from the Wallet, without any further consent, instruction, or authorisation from the Merchant being required at the time of each such deduction. For the avoidance of doubt, the Company's right to appropriate amounts from the Wallet is not contingent upon the Merchant's active instruction and shall apply automatically as and when amount is due.  Upon each appropriation, the Company shall provide the Merchant with confirmation of the deduction (which may include a receipt, a GST invoice marked as paid, or an in-platform notification), reflecting the amount deducted and the purpose thereof. 

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3. Company may provide you with certain recharge benefits and coupons from time to time. Details of such benefits and coupons shall be notified through the Platform or through such other means as Company may deem fit. 

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4. The Platform permits you to upload money in the Wallet via. various modes, including online payments through debit/credit cards and internet banking or any other methods adopted by Company from time to time.

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5. You understand that while availing any of the payment method/s available on the Platform, Company will not be responsible for or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to: (a) lack of authorization for any transaction(s); (b) exceeding the pre-set limit mutually agreed between you and bank/s; (c) any payment issues arising out of the transaction; or (d) rejection of transaction for any other reason(s) whatsoever.

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6. You acknowledge that Company will not be liable for any damages, interests or claims, losses resulting from or suffered on the User Account due to not processing a transaction/transaction amount or any delay in processing a transaction/transaction amount which is beyond the control of Company.

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7. Once an amount has been deducted towards payment of the Fee payable by you, no refund requests shall be accepted with respect to deductions made from the Wallet. 

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14. REPRESENTATIONS AND WARRANTIES

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1. Each party represents and warrants that: (a) it is duly incorporated and existing in good standing under the laws of the relevant jurisdiction; and (b) the performance of their respective obligations under these Terms will not constitute a breach or otherwise violate any other agreement, rights of any third party arising therefrom or any applicable law.

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2. You additionally represent and warrant to Company that your use of the Services shall always be in accordance with the applicable laws and these Terms. You understand that Company is not required to independently verify the accuracy of the data made available to you for providing the Services, and Company will not be liable for the same. 

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15. AGREEMENT TO RECEIVE COMMUNICATION: The Platform may from time to time submit a request to you for the receipt of communication from Company on the Platform or by way of Short Message Service (SMS) messages, e-mails, promotional, marketing calls and newsletters. These communications could relate to the transactions that you carry out through the Platform and promotions that are undertaken by Company, services from Company and its third-party partners, as applicable.

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16. LINKS TO THIRD PARTY WEBSITES: The Platform may contain links and interactive functionality interacting with the websites of third parties. Company is not responsible for and has no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such website. Before enabling any sharing functions to communicate with any such website or otherwise visiting any such website, Company strongly recommends that you review and understand the terms and conditions, privacy policies, settings, and information-sharing functions of each such third-party website.

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17. DISCLAIMER OF WARRANTIES: THE PLATFORM AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM (COLLECTIVELY, "CONTENTS") ARE PROVIDED BY COMPANY ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM, THE ACCURACY OR COMPLETENESS OF THE CONTENTS AND THE ACCURACY OF THE INFORMATION. COMPANY SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, DOCUMENT OR INFORMATION. YOU EXPRESSLY AGREE THAT THE USE OF THE PLATFORM IS AT YOUR SOLE RISK. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM OR THE CONTENTS INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PLATFORM AND ITS CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.  

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18. INDEMNITY: You hereby agree to indemnify, defend and hold harmless Company, its affiliates, and their respective agents, officers, directors, employees, successors, and assigns (each a “Company Indemnitee”) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (“Claim(s)”), which may be suffered by, incurred by, accrued against, charged to, or recoverable from Company Indemnitee, by reason of any Claim arising out of or relating to (a) use of the Platform in breach of these Terms and/or the Documentation; (b) infringement of or misappropriation of any third party Intellectual Property rights or violation of any applicable law resulting from the Data; or (c) breach of any representation or covenant set forth in these Terms by you.

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19. CONFIDENTIALITY: You agree and acknowledge that you may receive certain confidential information and hereby undertake to keep confidential such confidential information in accordance with these Terms and applicable laws. You further agree not to disclose any confidential information provided by Company hereunder to any third party without the prior written consent of Company.

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20. CONTENT AND INTELLECTUAL PROPERTY RIGHTS

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1. Other than the trademarks, logos and service marks displayed on the Platform that are the property of other third parties, Company solely and exclusively owns copyrights, trademarks, service marks, logos, trade names, and other intellectual and proprietary rights associated with Company’ Contents provided on the Platform (“Platform Content”) is protected under Indian law. 

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2. Through your use of the Platform, by no means are any rights impliedly or expressly granted to you in respect of such Platform Content. Company reserves the right to change or modify the Platform Content (as the case may be) from time to time at its sole discretion.

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3. You hereby acknowledge that the Platform Content constitute original works and have been developed, compiled, prepared, revised, selected and arranged by Company and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Company and such others. You thereby agree to protect the proprietary rights of Company and such others during and after the term of these Terms. You may not selectively download portions of the Platform without retaining the copyright notices. You may download material from the Platform only for your own personal use and for no commercial purposes whatsoever. 

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4. You shall use the Platform strictly in accordance with these Terms, and shall not, directly or indirectly, (a) decompile, disassemble, reverse engineer, or attempt to derive the source code of, or in any manner decrypt, the Platform; (b) make any modification, adaptation or improvement, enhancement, translation or derivative work from the Platform; (c) violate any applicable laws, rules or regulations in connection with your access or use of the Platform, including your use of any Platform Content; (d) remove or obscure any proprietary notice (including any notices of copyright or trademark) forming a part of the Platform; (e) use the Platform for any commercial or revenue generation endeavours, or other purposes for which it is not designed or intended; (f) distribute or transmit the Platform; (g) use the Platform for data mining, scraping, crawling, redirecting, or for any purpose not in accordance with these Terms; (h) use the Platform for creating a service or software that is directly or indirectly, competitive with the Platform; or (i) derive any confidential information, processes, data or algorithms from the Platform. 

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5. Any infringement shall lead to appropriate legal proceedings against you at appropriate forum for seeking all available remedies under applicable laws of the country.

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6. All right, title, and interest including the Intellectual Property in the Platform and/or the Documentation, Derived Data including any feedback/information/suggestion provided by you, and any modifications or derivatives thereof are and shall remain the Intellectual Property of Company, and nothing in these Terms shall be construed as transferring any aspects of such rights to you or any third party.

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7. You acknowledge and agree that the license provided by Company for access to the Platform under these Terms, is for the purpose of your internal use and you accordingly undertake that you or your affiliates, or Authorized Users shall not directly, indirectly, alone or with any third party, (a) copy, dissemble, reverse engineer, or decompile the Platform; (b) modify, create derivative works based upon, or translate the Platform; (c) use the Services or the Platform for the benefit of a third party, or make the Services or the Platform available to any third party, or license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the Platform in any form; or (d) try to use or use the Platform in violation of the terms of these Terms. You shall not attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing. 

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21. TERM AND TERMINATION OF ACCESS TO SERVICES

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1. The lock-in for the Services shall be for a period of 1 year from the date of signing-up (“Lock-in Period”) and you shall not be entitled to terminate these Terms during the Lock-in Period. Following the first term and unless otherwise terminated as provided herein, the Services shall automatically renew, until such time as a party serves the other party with a prior written notice of termination, 90 days in advance.

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2. The User Account can be terminated at any time by: (a) you, by requesting for such termination/deactivation of your User Account on the Platform; or (b) Company, in its sole discretion, for any reason or no reason including your violation of these Terms. 

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3. You acknowledge that such termination may come into effect without any prior notice, and Company shall thereafter, immediately deactivate or delete the User Account and all related information and/or bar any further access to the User Account, subject to applicable law.

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4. The disclaimer of warranties, limitation of liability, and the governing law provisions shall survive any termination of these Terms. 

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5. Either party reserves the right to terminate immediately upon written notice to the other party in case: (a) the other party commits any breach of its obligations under these Terms and, (a) if such breach is capable of being remedied and is not remedied by the other party within a period of 30 days’ from being notified of such breach; or (b) if such breach is not capable of being remedied; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has been wound up or liquidated, voluntarily or otherwise. 

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6. On the earlier of termination of these Terms: (a) access to all the User Accounts (if any) shall be suspended immediately; (b) all the licenses granted herein shall also stand terminated and you shall immediately cease to use and access the Platform and the Services;  (c) in the event you have paid any advance, subject to these Terms, Company shall not be liable to refund any advance amount; (d) you must pay all the Fee and the Usage Fee for the rights and Services provided prior to the date of termination; (e) except to the extent that Company has ongoing rights to use Data, each party must, at the other party’s request, following the termination of these Terms, return to the other party or destroy/erase/delete all confidential information of the other party in the first party’s possession or control; and (f) you shall not engage in any activity or make or communicate any statements that are derogatory, misleading or harmful to Company or any inflammatory information, or make any adverse remarks or statements about Company that may disparage or reflect negatively on Company in any manner whatsoever.

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7. Upon termination, all rights, obligations and liabilities of the parties including any outstanding payment accrued (if any) up to and including the date of such termination shall not be affected thereby.

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22. PRIVACY POLICY: The Personal Data  provided by you to Company during the course of usage of the Platform will be treated as strictly confidential and in accordance with the Privacy Policy and applicable laws and regulations. If you object to your information being transferred or used, you are advised not to use the Platform.

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23. SEVERABILITY AND WAIVER: These Terms, Privacy Policy, and other referenced material herein or on the Platform, are the entire agreement between you and Company and shall govern the future relationship and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect thereto. These Terms may only be amended by an instrument in writing. Notwithstanding the foregoing, changes effected in accordance with the process laid down in Clauses 12.4 and 12.10 shall not require a formal written amendment. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

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24. ASSIGNMENT: The relationship between the parties shall be that of independent contractors. You shall not assign your rights and obligations under these Terms without the prior written consent of Company. Company shall be entitled, without your prior written consent, to assign or transfer its rights and obligations under these Terms to: (a) any of its affiliates; (b) any successor entity in connection with a merger, acquisition, reorganisation, sale of substantially all of its assets, or change of control transaction; or (c) any affiliates of the successor entity. Company shall provide you with written notice of any such assignment within a reasonable period of time.

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25. GOVERNING LAW & DISPUTE RESOLUTION: These Terms shall be governed by and interpreted and construed in accordance with the laws of India. The place of jurisdiction shall exclusively be in Bangalore, Karnataka. 

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26. GRIEVANCE REDRESSAL MECHANISM: For registering your concerns, complaint or grievances, please write to the below mentioned designated officer of Company at the below-mentioned email address in relation to any violation of these Terms or the applicable laws. The designated officer shall redress the concerns, complaint or grievances in accordance with the applicable laws.

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Name: Tanul Sharma

Address:   13th Main Rd, near Arogya Ahaar, Sector 5, 1st Block, Koramangala HSR Layout 5th Sector Bengaluru Karnataka:  560034

Mobile No: +91 78271 74101

Email: tanul@bitespeed.co

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27. HOW TO CONTACT US: If you have questions or concerns about these Terms, please contact Company at the following mail address: +91 78271 74101 or by calling on the following number: +91 78271 74101

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