TATA COMMUNICATIONS’ DEVELOPERS SITE TERMS OF USE

1. Your Agreement with Tata Communications

1.1. These Tata Communications’ developers site Terms of Use (these "Terms”) are a legal agreement between You and Tata Communications governing your use of the Tata Communications API Developer Portal (“Developer Site”). These Terms supersede all prior versions of the Terms (including prior versions of the Developer Terms of Use, in their entirety).

1.2. Tata Communications Limited and its Affiliates, licensors, successors and assigns are referred to as “Us” or “Our” or “We” or “Tata Communications”.

1.3. Tata Communications Limited and its Affiliates, licensors, successors and assigns are referred to as “Us” or “Our” or “We” or “Tata Communications”.

1.4. “You” or “Your” or “Yourself” (in your personal capacity) along with your Business or any other person, employee, or representative authorized of the Business.

1.5. You agree that the Developer Site shall be used by software developers representing the Business by accessing the Developer Site and certain API(s) and/or SDK(s) to integrate Tata Communications’ telecommunications capabilities and/or other Tata Communications’ provided functionality into their applications, including mobile, web-based and desktop applications.

1.6. By clicking on the "I ACCEPT" button or other mechanism provided or using the Developer Site, You represent and warrant that:

1.6.1. You are not a minor.

1.6.2. You are competent to enter into a legally binding agreement.

1.6.3. You have the full right and authority to enter into these Terms.

1.6.4. You and the Business on whose behalf You are accepting these Terms are not depending on any promises or statements other than those expressly set forth in these Terms, and that you have read and understood these Terms

2. Definitions.
2.1. “Affiliates” for the purpose of the Terms shall mean an entity that directly or indirectly controls, is controlled by or is under common control with a party. For purposes of the foregoing, “control” shall mean the ownership of more than fifty percent (50%) of the (i) voting power to elect the directors of the said entity, or (ii) ownership interest in the said entity.

2.2. “API” means application programming interfaces.

2.3. “Business” means an organization or group, including but not limited to a business or any other commercial entity, government entity, non-profit organization, or educational institution.

2.4. “Confidential Information” shall mean all information including without limitation the Developer Site disclosed to You that Tata Communications’ characterize as confidential at the time of its disclosure, either in writing or orally.

2.5. “Content” means technical resources, such as APIs, SDKs, product, services, and network information, and other intellectual property, including, without limitation, text, data, graphics, audio, video, and product, service, network, process, and technical descriptions and information.

2.6. “Intellectual Property Rights” or “Tata Communications’ IP” means all copyrights, logos, trade names, trademarks, service and product names, designs, slogans, service marks, patents, trade secret, and other intellectual property rights thereto.

2.7. “SDK” software development kits.

3. Developer Credentials.
3.1. Content Ownership. The Developer Site provides You access to the Content owned by, licensed to, and/or supplied to Tata Communications. As between You, Tata Communications, and its third-party Content licensors and suppliers, Tata Communications or its relevant third party Content licensors and suppliers are and remain the sole owners of all Content on the Developer Site, including, without limitation to the Intellectual Property Rights. No title to or ownership of any of these Intellectual Property Rights is transferred to You or any other person under these Terms. You obtain no right to use Tata Communications’ Intellectual Property Rights beyond the term of these Terms. You may not: (a) license, sell , resell, rent, transfer, lease, assign, distribute, sublicense or share the Content or otherwise commercially exploit or make the Developer Site available with any third party, (b) act as a sub host for any third party, or (c) assign or transfer these Terms or your rights hereunder, or (d) send spam or unsolicited messages or use the Developer Site in violation of applicable laws; (e) send or store infringing, threatening or otherwise unlawful or illegal content or bombs, viruses, trojans, worms, time bombs, or any other harmful or malicious code, scripts, agents, or programs; (f) modify, copy, or create derivative works of the Developer Site; (g) access the Developer Site in order to develop a competitive product or service, or copy any ideas, features, functions, or graphics of the Developer Site or attempt to gain unauthorized access to the Developer Site or its related systems or network.

3.2. Account Registration. In order to use certain features of the Developer Site, you will be asked to create a user account and password (an "Account") and provide certain information ("Registration Data"). You agree: (i) that the Registration Data You provide will be true, accurate, current and complete at all the times; (ii) to maintain and update such Registration Data to keep it true, accurate, current and complete at all the times; and (iii) that Tata Communications’ may contact You and require You to confirm some or all of Your Registration Data before You may use certain features of the Developer Sites. You are responsible for maintaining the confidentiality of Your Account credentials/password and all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. Please notify Tata Communications’ customer support immediately if you become aware of any unauthorized use of your Account credentials or any other breach of security. Tata Communications will not be liable for any loss or damage arising from Your failure to comply with this section. .

3.3. Limited License. Subject to Your compliance with these Terms, Tata Communications grants You a limited, non-exclusive, revocable, non-transferable, non-sub licensable and limited license to access, view and use the Developer Site, including the Content contained therein, subject to any access restrictions or fees that Tata Communications may establish from time to time. You may download, view, copy and print the Content solely for Your own use. You acknowledge that, unless expressly agreed otherwise in writing signed by You and Tata Communications, data storage is not guaranteed by Tata Communications and Tata Communications shall not have any liability whatsoever for any damage, liability, loss (including any loss of data or profits) or any other consequence that You may incur with respect to the loss or deletion of Your data related to Your use of the Developer Site or Content..

3.4. Use Limitations. Tata Communications may establish limits on Your use of the Content and the Developer Site, including but not limited to, the number of API calls You can make over a limited time period (i.e., per minute, hourly and daily). Tata Communications provides no service level commitments, nor quality of service standards. Tata Communications is not obligated to provide any maintenance, nor any technical or other support for the service or the APIs or other Content that are being used..

3.5. Use Restrictions. Notwithstanding anything to the contrary contained in these Terms and Conditions, you may not resell, redistribute, sublicense, broadcast or transfer the Developer Site or Content, nor use the Content in a searchable, machine-readable database or file except through the authorized access to the Developer Site. Access to any restricted area of the Developer Site without the authorization of Tata Communications is prohibited. You agree to use the Developer Site, including the Content contained herein for lawful purposes only. You may not link another web page to the Developer Site unless Tata Communications authorizes You to do so. You may not link in any manner reasonably likely to: (i) imply affiliation with or endorsement or sponsorship by Tata Communications, (ii) cause confusion, mistake, or deception, (iii) dilute Tata Communications' trademarks or service marks, or (iv) otherwise violate applicable state, local, federal law, foreign laws, and regulations. In addition, unless expressly permitted by a contract between You and Tata Communications, You shall not: (i) make derivative works of, reverse engineer, reverse compile or disassemble the Content or the Developer Site, (ii) use the Developer Site or Content in any unauthorized manner, including any way that will: (a) infringe on any Tata Communications’ or third party's copyright, patent, trademark, trade secret or other property or proprietary or intellectual property rights or rights of publicity or privacy..

3.6. Modifications. We may modify, update, or discontinue the Developer Site, including its Content, at any time without notice or liability to you or anyone else. Your continued access to or use of the Developer Site constitutes acceptance of such modifications. You are responsible for promptly implementing the most current version of the Developer Site, including any updates or modifications, at your sole cost. Tata Communications reserves the right to modify these Terms and any associated business policies and practices. We are not obligated to provide notice of changes, discontinuations, terminations, shut-down, suspensions, or removals related to the Developer Site or its Content..

3.7. Feedback. In case of any suggestion, comment, feedback or usage related information pertaining to the Developer Site including the Content, provided by You when using the Developer Site, or any feedback leading to further developments / improvements / enhancements of the Developer Site (collectively, "Feedback"). You grant to us a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free, fully paid-up license to make, use, sell, have made, offer to sell, import, export, reproduce, distribute, modify, publicly perform, publicly display, sublicense, and make derivative works based upon the Feedback. You represent and warrant that you have all rights necessary to provide the Feedback to us. We have no obligation to incorporate, use, or otherwise acknowledge any Feedback that you provide. Any technical developments / enhancements / improvement / implementation resulting from such Feedback, and all rights therein or related thereto including without limitation all patent, copyright, trade secret, trademark, and other intellectual property or proprietary rights shall belong to Tata Communications..

4. Confidentiality
4.1. No Disclosure. You agree to hold Confidential Information in strict confidence and not disclose, disseminate, or otherwise publish or communicate to any person, firm, corporation or other third party without Our prior written consent. You shall not use any Confidential Information other than during the Term for the activities permitted hereunder. You shall notify Us in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of any of these Terms, and will cooperate with Us in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If You are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, You will (i) immediately notify Us prior to such disclosure to allow Us an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with Us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements. You may disclose Confidential Information (A) as approved in a writing signed by us or (B) as necessary to respond to a valid order by a court or other governmental body, as required by law, or as necessary to establish the rights of either party, provided that you promptly notify us upon receipt of the disclosure order and requests confidential treatment of any affected Confidential Information.

4.2. Publicity.
4.2.1. You may not engage in marketing and/or publicity activities that could imply that the applications you test are qualitatively or functionally accepted or approved by Tata Communications.
4.2.2. You shall not make any public statement regarding the terms of these Terms, or any specific aspect thereof without Tata Communications’ prior written approval, which may be withheld in Tata Communications’ sole discretion.
4.2.3. You shall not, without prior written permission, use Tata Communications’ or its Affiliates' name, or any trademarks, service marks, trade names, or trade dress adopted and/or used by Tata Communications from time to time.
4.2.4. You shall not issue any public statement or any press release relating to the relationship between the Parties hereunder without the prior written consent of Tata Communications’. To the extent that any Party makes permitted use of the other Party’s trademark, such usage shall inure to the benefit of the respective Party that owns the trademark.

5. Compliance.
5.1. Personal Information. You agree that you shall at all times comply with our current Acceptable Use Policy (“AUP”) and current Privacy Policy (“Privacy Policy”). You hereby expressly acknowledge that you have reviewed, understood and accept our AUP and Privacy Policy, a copy of which is available on https://www.tatacommunications.com/policies/acceptable-use/and https://www.tatacommunications.com/policies/privacy/, which may be updated from time to time.

5.2. Anti-Bribery. Each Party represents that it has complied and shall comply with all applicable anti-bribery laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar laws of any other Governmental Authority, and has not taken and shall not take any action in furtherance of an unlawful offer, promise, or payment to or for the benefit of any person, including but not limited to (i) any government official or employee (including, without limitation, any official or employee of a government agency, regulatory authority or entity owned or controlled by the government), any candidate for public office or official of a political party, or any official or employee of a public international organization (any of the foregoing, a “Government Official”); (ii) any member of a Government Official’s family; or (iii) any political party. The use of the Developer Site by You shall not violate anti-bribery laws and regulations. You hereby agree to comply with the Tata Code of Conduct and Company’s Anti-Corruption Policy, a copy of which is available on https://www.tatacommunications.com/wp-content/uploads/2017/07/CORP-TataCodeofConduct-20170516.pdf and https://www.tatacommunications.com/wp-content/uploads/2017/07/Designed_AntiCorruption_Policy.pdf, which may be updated from time to time.

5.3. Export Controls. Any use or transfer of the products, software, or technical information must be in compliance with all applicable export control and sanctions regulations.

6. Term and Termination
6.1. Term. The period during which You are entitled to use the Developer Site (“Term”) begins on the date that You agree to these Terms.

6.2. Termination by You. You may revoke or terminate your use of the Developer Site or your access the license granted in these Terms at any time, Termination does not relieve you of any obligation existing prior to termination, including the obligation to pay any outstanding fees.

6.3. Termination by Us. We may terminate your rights under these Terms, deny use of the Developer Site or access to any license through your software, or revoke any assigned API or SDK, at any time and for any reason without any further liability.

6.4. Effect of Termination. Upon termination, you must immediately (A) stop distributing the API, SDK or the Content; (B) stop using the Developer Site and the any trademarks; (C) stop advertising compatibility with any Tata Communications’ services or software; and (D) stop using and return or destroy all Confidential Information, in your possession.

7. Indemnification and Limitation of Liability
7.1. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT TATA COMMUNICATIONS, ITS AFFILIATES, LICENSORS, AND SUPPLIERS (INCLUDING ITS OR THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, AND REPRESENTATIVES (“LIMITED LIABILITY PARTIES”) WILL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING LOSS OF GOODWILL, RESULTING FROM AN INABILITY TO ACCESS OR USE THE DEVELOPER SITE AND/OR CONTENT AVAILABLE ON OR ACCESSIBLE THROUGH THE DEVELOPER SITE. THESE LIMITATIONS OF LIABILITY APPLY WITH RESPECT TO ANY ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORTIOUS ACTION ARISING OUT OF OR IN CONNECTION WITH THE CONTENT AVAILABLE ON OR ACCESSIBLE THROUGH THE DEVELOPER SITE. THE LIMITATIONS APPLY EVEN IF LIMITED LIABILITY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THESE LIMITATIONS ON THE LIABILITY ARE A REASONABLE ALLOCATION OF RISK AND ARE A SIGNIFICANT INDUCMENT FOR TATA COMMUNICATIONS TO ALLOW YOU TO ACCESS AND USE THE DEVELOPER SITE. IN NO EVENT WILL THE AGGREGATE, TOTAL LIABILITY OF THE LIMITED LIABILITY PARTIES FOR DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM OR RELATING TO ACCESS OR USE OF THE DEVELOPER SITE EXCEED TEN DOLLARS ($10.00). IN JURISDICTIONS WHERE THIS LIMITATION IS LIMITED OR PROHIBITED BY LAW, LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7.2. Disclaimer of Warranties. BROWSING AND USE OF THE DEVELOPER SITE AND CONTENT IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT INACCURACIES MAY OCCUR, AND THAT TATA COMMUNICATIONS AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THE ACCURACY OR SUITABILITY OF THE DEVELOPER SITE AND CONTENT FOR ANY PURPOSE. FURTHERMORE, THE DEVELOPER SITE AND CONTENT MAY CONTAIN LINKS TO THIRD PARTY WEBSITES NOT UNDER THE CONTROL OR OPERATION OF TATA COMMUNICATIONS’. TATA COMMUNICATIONS PROVIDES ANY SUCH LINKS ONLY AS A CONVENIENCE FOR YOU AND IS NOT RESPONSIBLE FOR ANY SUCH LINKED SITES, THE CONTENT ON ANY SUCH LINKED SITES, NOR A SITE LINKED TO OR FROM ANY SUCH LINKED SITES. YOU AGREE AND ACKNOWLEDGE ALL RESPONSIBILITY AND RISK FOR USE OF THE DEVELOPER SITE, THE CONTENT AND THE INTERNET GENERALLY ACCESS TO AND/OR USE OF THE DEVELOPER SITE AND CONTENT PROVIDED ON OR AVAILABLE THROUGH THE WEB PAGES ARE PROVIDED OR MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, NEITHER TATA COMMUNICATIONS NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS WARRANT THAT CONTENT PROVIDED ON OR AVAILABLE THROUGH THE DEVELOPER SITE WILL BE UN-INTERRUPTED, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL OR ERROR FREE, OR THAT CONTENT OR MATERIAL PROVIDED ON OR AVAILABLE THROUGH THE DEVELOPER SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT AVAILABLE ON OR ACCESSIBLE THROUGH THE DEVELOPER SITE MAY INCLUDE INACCURACIES.

7.3. Indemnification. You agree to release, indemnify, defend and hold Tata Communications, its affiliates and/or its licensors, and suppliers and their Affiliates, officers, directors, managers, employees, agents and representatives harmless from losses, damages, claims, demands, suits, liabilities, fines, penalties, and expenses, including reasonable attorneys’ fees, made by any third party, including any governmental entity, due to or arising out of (a) Your access to or use of the Developer Site or the Content; (b) any breach or violation of these Terms by You, including any breach or alleged breach of any representations and warranties made by you concerning any aspect of the Developer Site; (c) any alleged or actual violation of your obligations of privacy to any third party; (d) any end user claim related to the Developer Site, including but not limited to any allegations based on a product liability claim; and (e) any claim related to your agreement or relationship with an end user. We have the right to control the defense of any claim, action, or matter subject to indemnification by you with counsel of our own choosing, and you will fully cooperate with us in the defense of any such claim, action, or matter.

8. Miscellaneous
8.1. Agency. Nothing in these Terms creates a fiduciary, agency, joint venture, employee/employer, partnership, or trust relationship between you and us. Neither you nor we may bind the other in any manner.

8.2. Severability. If any of these Terms and Conditions are considered to be invalid or unenforceable with respect to a party, the remainder of these Terms and Conditions shall be valid and enforceable to the fullest extent permitted by law.

8.3. Governing Law. The laws of the Commonwealth of Virginia, excluding its conflicts-of-law rules, shall govern this Terms and Conditions and Your use of the Developer Site and Content. You agree that jurisdiction and venue for any claim against Tata Communications relating to Your use of the Developer Site and/or Content shall lay in the Commonwealth of Virginia. You agree and expressly consent to the exercise of personal jurisdiction in the courts of the Commonwealth of Virginia, in connection with any such dispute. You and Tata Communications agree that any cause of action arising out of or related to, or use of the Developer Site and/or Content must commence within one (1) year after the cause of action arises. Otherwise, such cause of action is permanently barred.

8.4. No Waiver. The failure of both parties at any time to enforce any right or remedy available to it under the Developer Site with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. Any clause of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of that prohibition or unenforceability. That does not affect the validity or enforceability of that clause in any other jurisdiction nor invalidate the remaining clauses of these Terms.

8.5. Assignment. You may not assign these Terms and Conditions or transfer any of rights or obligations thereunder, including by operation of law, without Our prior written consent. Any attempted assignment in violation of these Terms and Conditions will be void. These Terms and Conditions will inure to the benefit of and will be binding upon the permitted successors and assigns of the parties.

8.6. Notices.
a) All notices to Tata Communications, made under or in connection with these Terms, shall be in writing and enclosed in a registered or certified postpaid envelope, if to Tata Communications, addressed to: Tata Communications Ltd. Attention to: (Legal Department) Tata Communications International Pte Ltd. Attention: Legal Department, 18 Tai Seng Street #04-01, Singapore 539775 Facsimile: +65 6634 8570 Email: legal@tatacommunications.com [For communications in India the address is as follows: Tata Communications Limited Attention: Legal Department C-21/ C 36, ‘G’ Block, Bandra Kurla Complex, Mumbai 400 098 All notices to you made under or in connection with these Terms and Conditions shall be in writing and sent to the e-mail address. Both parties may change any notice address, with such change being effective upon receipt of a written notice of same.

8.7. Entire Agreement and Precedence. These Terms constitutes the entire agreement between the You and Tata Communications concerning the subject matter thereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between You and Tata Communications with reference thereto will be of any force or effect. You represent and warrant that, in entering into and performing Your obligations under these Terms, You do not and will not rely on any promise, inducement, or representation allegedly made by or on behalf of Tata Communications with respect to the subject matter hereof, nor on any course of dealings or custom and usage in the trade, except as such promise, inducement or representation may be expressly set forth herein. These Terms may be modified only: (a) by a written amendment signed by both parties, or (b) to the extent expressly permitted by these Terms (for example, by Tata Communications by written or email notice to You). Except for any applicable terms from the Tata Communications’ Terms of Use or your enterprise agreement or any other terms, these Terms constitute the entire agreement between the parties regarding the subject hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral. If there is any inconsistency or conflict between these Terms and any other agreement you have with Tata Communications, unless explicitly stated in such other agreement, these Terms take precedence.

[END OF THESE TERMS]