Vodafone Partner Portal

This Agreement shall be effective and binding on your Acceptance of the terms and conditions for Developer Portal Access set out in more detail below. In this context "Acceptance" shall mean the affirmative action of clicking on the "Accept" button provided on the Developer Account Registration Form. If you do not agree or are not willing to be bound by the terms and conditions of this Agreement, please do not click on the "check box" or the "Accept" button. By clicking "Accept", you confirm that (i) you have read, understood and accepted the terms of this Agreement; (ii) you have the requisite authority and capacity to accept this Agreement on behalf of the Developer and to bind the Developer to the terms hereof; and (iii) the execution of this Agreement and its performance of its obligations hereunder will not conflict with, cause a default under, or constitute a breach of the Developer's charter documents or its agreement with any third party.

TERMS AND CONDITIONS FOR DEVELOPER PORTAL ACCESS

These Terms and Conditions for Developer Portal Access (Agreement) have been entered into by you (the Developer) with Vodafone Idea, a company incorporated under the provisions of the Companies Act, 1956 with its principal office at (Vodafone Idea). Vodafone Idea and the Developer are collectively referred to as the Parties and individually as the Party. All capitalized terms used in the Agreement shall have the meaning ascribed to such terms in Schedule 1. In consideration of the mutual agreements, covenants and other premises set out below and intending to be legally bound by the terms of this Agreement, the Parties hereby agree as follows:

• 1. ON-BOARDING
  • 1.1 In consideration of the mutual rights and obligations set forth in this Agreement, Vodafone Idea grants the Developer, a limited, royalty free, non-transferable and non-exclusive right to access, the Developer Portal using the designated Developer Account, for developing and testing the Developer Applications, subject to the terms and conditions set forth in this Agreement.
  • 1.2 The Developer confirms that the Developer Information provided at the time of registering for the Developer Account (Developer Account Registration Form) is true and accurate and complete in all material respects. The Developer consents to Vodafone Idea's collection, use, disclosure and transfer (including to third parties) of the Developer Information in connection with all activities in relation to the Developer Account.
  • 1.3 After registering for a Developer Account, the Developer shall be entitled to register one or more Developer Applications under its Developer Account. For each new Developer Application registered under its Developer Account, the Developer shall be granted access to the Sandbox APIs for testing each such registered Developer Application. Upon completion of testing to the satisfaction of the Developer, the Developer shall be entitled to submit the Developer Application for production.

• 2.0 USE OF THE DEVELOPER PORTAL
  • 2.1 The Developer shall only use the Developer Portal for the specific purpose of developing and testing the Developer Applications, in the manner specified by Vodafone Idea and in accordance with applicable laws.
  • 2.2 The Developer agrees to use the Developer Portal and the APIs in a manner compliant with this Agreement and all applicable laws and regulations and undertakes as follows:
    • (a) The Developer shall not upload, publish, stream, store, link, submit or transmit on or to the Developer Portal, any content, whether text, graphics, images, software, music, audio, video, any combination thereof or in any other form whatsoever, that
      • (i) belong to another person and to which the Developer does not have the rights;
      • (ii) is blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, racially or ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, harmful, harassing, or otherwise unlawful in any manner whatever;
      • (iii) harms minors in any way;
      • (iv) infringes any patent, trademark, copyright or other intellectual proprietary rights;
      • (v) Viulates any law for the time being in force;
      • (vi) impersonates another person;
      • (viii) contains software viruses, trojans, computer contaminants or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of a computer network or a computer resource;
      • (ix) 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 cognisable offence or prevents investigation of any offence or is insulting any other nation.
    • (b) The Developer shall not unauthorized access, modify or tamper with the Developer Portal.
    • (c) The Developer shall not attempt, directly, indirectly or accidentally to probe, scan or test the vulnerability of Vodafone Idea's network and the Developer Portal and shall not breach or attempt to breach any security and technological measures implemented by Vodafone Idea to protect the Developer Portal or its or authentication protocols.
    • (d) The Developer shall not
    • (i) Collect or store any information relating to other users of the Developer Portal, without their express permission;
    • (ii) Share or disclose any information relating to the Developer Account to any other person without Vodafone Idea's express permission
    • (iii) Circumvent any technological measure implemented by Vodafone Idea; or
    • (iv) Alter or tamper with the Developer Portal or any computer resource connected to the Developer Portal.
    • (e) The Developer shall not, under any circumstance, sub-license, grant access or otherwise license the right to use the Developer Portal or Vodafone Idea's APIs, to any third parties, without the prior express consent of Vodafone Idea and shall not use the Developer Portal or the APIs for any commercial purpose or benefit of any third party or in any manner not permitted by this Agreement.
    • (f) The Developer shall not affect or alter the manner in which any user or other developer can access Vodafone Idea's network, by, initiating a denial of service attack, burdening the network capacity, sending a virus or flooding the Developer Portal and shall not disrupt Vodafone Idea's APIs, servers or network in any other manner.
  • 2.3 The Developer agrees that it shall be solely liable for any and all content, information or material that is uploaded on the Developer Portal and represents that it shall obtain all necessary consents and approvals for the use of such content.
  • 2.4 Vodafone Idea shall have the right to investigate/monitor the use of Developer Portal by the Developer and initiate legal action against the Developer for any violation of this Agreement or applicable law.
  • 2.5 Vodafone Idea shall not, under any circumstance, be liable for any damages, losses, claims or liability arising from or related to the use of the Developer Portal by the Developer.
  • 2.6 Vodafone Idea shall at all times have the right to set usability restrictions with respect to the Developer Portal and the Developer shall not circumvent or attempt to circumvent such restrictions.
  • 2.7 The Developer agrees that it shall at all times be responsible for all activities that occur under the Developer's Developer Account. The Developer agrees to immediately notify Vodafone Idea in case its password or any account information is compromised or if any unauthorized use or unusual activity is noticed.
  • 2.8 The Developer further represents and undertakes to:
    • (a) provide true, accurate, current and complete information to Vodafone Idea;
    • (b) maintain at all times and promptly update to keep the Developer Information true, accurate, current and complete. If any information provided is or at any time becomes, untrue, inaccurate, not current or incomplete or Vodafone Idea has reasonable grounds to suspect that such information provided is untrue, inaccurate, not current or incomplete, or is not in accordance with the Agreement, Vodafone Idea has the right to indefinitely suspend or terminate the Developer's Developer Account.

• 3. WARRANTY
  • 3.1 The Developer acknowledges and agrees that Vodafone Idea does not undertake that the Developer Portal or the APIs or any information or materials that the Developer receives is accurate, reliable, timely, secure, error-free or that any defects will be corrected. The Developer Portal and APIs are provided on an "as is" basis and all warranties, express or implied (such as warranty of fitness, merchantability and accuracy), are excluded, to the extent permitted by law. Any advice or information, whether oral or written, obtained from Vodafone Idea or through the Developer Portal shall create any warranty not expressly made herein.
  • 3.2 The Developer shall assume complete liability for all risks associated with the use of the Developer Portal.

• 4. INDEMNITY
  • The Developer hereby undertakes and agrees to keep and hold Vodafone Idea, its parents, subsidiaries directors, officers, employees and agents, fully indemnified and harmless from and against all claims, proceedings, penalties, damages, losses, actions, costs and expenses arising out of or in relation to the use of the Developer Portal by the Developer or the Developer's breach of this Agreement or violation of any law, rules or regulations or the rights of a third party.

• 5. LIABILITY
  • 5.1 The Developer acknowledges and agrees that in no event shall Vodafone Idea be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, data or other intangible losses or be liable for any loss or damages of any kind whatsoever resulting from the use of the Developer Portal and the APIs by the Developer, however arising whether by tort or by contract.
  • 5.2 Vodafone Idea hereby disclaims any and all liability for the acts, omissions and conducts of any third parties in connection with or related to the use of the Developer Portal.

• 6. TERMINATION
  • 6.1 In the event the Developer is in breach of any of the terms of this Agreement, Vodafone Idea shall have the right to immediately terminate this Agreement or suspend or disable the Developer Account and revoke the Developer's access to the Developer Portal, or part thereof, at its sole discretion, without providing any notice to the Developer.
  • 6.2 Vodafone Idea shall have the right to terminate this Agreement or suspend or disable the Developer Account and revoke the Developer's access to the Developer Portal or part thereof, at any time, without cause, by providing the Developer with [24] hours ' notice.
  • 6.3 Upon termination of this Agreement or discontinuation of the Developer's access to the Developer Portal, the Developer shall immediately cease to use the Developer Portal or any materials/documents provided by Vodafone Idea in relation to the Developer Portal and shall immediately destroy copies of any such materials/documents, including caches. If required by Vodafone Idea, the Developer shall provide a written certification to this extent.
  • 6.4 Upon termination of the Agreement or suspension of the Developer's Developer Account, the Developer's right to access the Developer Portal shall immediately cease and the Developer shall have no right and the Vodafone Idea shall have no obligation thereafter in respect of the Developer's content or Developer Application. Once a Developer Account is terminated or cancelled, any data stored in the Developer Portal may not be retrieved.

• 7. INTELLECTUAL PROPERTY
  • Each Party has full right or title in and to all patents, trademarks, service marks, logos, trade names, internet domain names, designs, copyrights (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, trade secrets, tangible and intangible work products, concepts, methodologies, engineering details, discoveries, inventions, techniques, information, rights in know-how and other intellectual property or similar rights and any writings in which the above is fixed, whether registered or not (collectively Intellectual Property), which it provides to the other Party, for use in relation to related to this Agreement and that any Intellectual Property provided by a Party will not infringe the right of any third party and further the Party acknowledges that it shall not use the Intellectual Property received from other Party for any other purpose other than as contemplated in this Agreement. Nothing contained in this Agreement should be deemed to confer on either Party any rights or license in the Intellectual Property of the other Party.

• 8. CONFIDENTIALITY
  • 8.1 The Parties agree that this Agreement shall at all times remain confidential and shall not be disclosed, directly or indirectly, to any person or entity without prior written consent of the other Party.
  • 8.2 If the either Party is required to disclose confidential information pursuant to a valid and subsisting order of a court or other judicial, quasi-judicial or government body, such Party shall, forthwith, upon receiving notice of the requirement of such disclosure, give adequate notice to the other Party of any such requirement for disclosure so as to allow the other Party a reasonable opportunity to limit such disclosure.
  • 8.3 The Developer undertakes and agrees that it shall be responsible for maintaining the confidentiality of the Developer Portal and information relating to the Developer Account. The Developer shall notify Vodafone Idea of any instance in which the Developer Information or information relating to the Developer Account has been compromised or there has been unauthorized use or unusual activity in respect of the Developer Account.

• 9. RELATIONSHIP
  • The Developer shall under all circumstances be treated as an independent contractor and nothing contained in this Agreement shall be deemed to construe the relationship between the Parties hereto as being a joint venture, partnership, agency or employment.

• 10. ASSIGNMENT
  • 10.1 The Developer shall not assign, license or transfer its rights or obligations under this Agreement, by operation of law or otherwise, without Vodafone Idea's prior written consent.
  • 10.2 Vodafone Idea shall have the right to assign this Agreement or any part thereof, to any person without the Developer's prior consent.

• 11. MODIFICATION
  • Vodafone Idea has the right to modify any terms and conditions of this Agreement by providing a notice of [5] days. Once notified to the Developer, such modified terms shall take effect immediately. If the Developer does not agree with any such modification, the Developer shall, within 24 hours notify Vodafone Idea of its disagreement, surrender its Developer Account and discontinue the use of the Developer Portal.

• 12. GOVERNING LAW & DISPUTE RESOLUTION
  • This Agreement shall be governed by the laws of India and any dispute arising under this Agreement shall be subject to the jurisdiction of the courts in New Delhi.

• 13. MISCELLANEOUS
  • 13.1 No delay in taking action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Vodafone Idea, and no single waiver will constitute a continuing or subsequent waiver.
  • 13.2 If any clause of the Agreement shall be deemed invalid, void or for any reason unenforceable, such clause shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses of the Agreement.
  • 13.3 This Agreement, Vodafone Idea's privacy policy accessible here and the Developer Account Registration Form set forth the entire understanding and agreement between the Developer and the Vodafone Idea with respect to the subject matter hereof. [Note: Please let us know if we should also refer to other relevant policies of Vodafone Idea.]

SCHEDULE 1 - DEFINITIONS

• API shall mean Vodafone Idea's application programming interface.
• Developer Account shall mean the account created by the Developer to access the Developer Portal.
• Developer Applications shall mean the mobile applications, developed by the Developer, using Vodafone Idea's APIs.
• Developer Information shall mean the information provided by the Developer to create the Developer Account and shall include username and password for accessing the Developer Portal and the email address of the Developer.
• Developer Portal shall mean the portal provided by Vodafone Idea to the Developer for the purpose of developing and testing the Developer Applications including the APIs.
• Intellectual Property shall have the meaning ascribed to term in Clause 7. Developer Account Registration Form shall have the meaning ascribed to the term in Clause 1.2.
• Sandbox APIs shall mean the APIs provided by Vodafone Idea for testing a Developer Application.