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Truecaller Enterprise Terms

Please review these terms carefully. Once accepted, these terms become a binding legal
commitment between you and Truecaller. If you do not agree to be bound by these terms, you
should not accept these terms or create an account, and you should not use the services
hereunder.

The services are intended for business use or use in connection with an individual’s trade,
craft, or profession only. The services hereunder are only for use by residents of, and for use
in, territories other than European Union, European Economic Area, Switzerland, and United
Kingdom.

Enterprise Terms

These Enterprise Terms (“Terms”) are effective as of April 30, 2021 for all customers
agreeing to these Terms for the first time. If you have previously accepted an earlier version of these
Terms, please note that these Terms will be effective upon expiry of 30 days from the effective date
above and completely replaces the prior terms. Please be aware that by continuing to use the
services hereunder beyond such date, you are accepting these updated Terms. If you have a
separate written agreement with Truecaller, then these Terms will not apply to you to the extent of any
inconsistency with such agreement.

THESE TERMS ARE AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT
(hereinafter “you” or “your” or “Customer”) AND TRUECALLER INTERNATIONAL LLP (hereinafter
“Truecaller” or “we” or “us” or “our”) GOVERNING YOUR USE OF TRUECALLER’S ENTERPRISE
SOLUTIONS FOR BUSINESSES (“Agreement”). In these Terms, each of you and us are individually
referred to as a ‘Party’ and collectively as ‘Parties’.

1. Composition of this Agreement
This Agreement between you and Truecaller is comprised of these Terms together with any service
specific terms (“Service Specific Terms”) that may apply to your usage of the corresponding service
from time to time. In the event of a conflict between these Terms and Service Specific Terms, the
Service Specific Terms will prevail to the extent of such conflict. The Service Specific Terms may be
updated from time to time, and in case of a material update you will be notified in advance.

2. Acceptance of the Agreement
You represent that you are of legal age to enter into a binding agreement with us, and duly authorised
and empowered (if agreeing on behalf of an entity), when accepting this Agreement. If you do not
agree to the Agreement, you should not accept these terms or create an account, and you should not
use the Services. You further represent that you are a person who is not barred from using or
receiving the Services under the applicable laws (including applicable laws of the United States,
European Union, and United Nations) or other countries including the country in which you are
resident or from which you intend to use the Services. If you agree to these Terms and do not agree
to any Service Specific Terms, please do not use the corresponding Service. You are accepting these
Terms by continuing to create an account indicating your acceptance of these Terms or by using the
Services.

3. Terms Update
We may update these Terms from time to time. We will notify you about any material updates at least
thirty (30) days in advance of the effective date through the Service Account or through other
reasonable means; provided, however, we may not be able to provide such a notice of material
updates to these Terms that result from changes in law, regulation, or requirements from our third-
party service providers. Following such notice, your continued use of the Services on or after the
effective date of the updates to these Terms constitutes your acceptance of such updates. If you do
not agree to any updates to these Terms, you should stop using the Services immediately.

4. Creation of Account
To be able to use our Services, you are required to create a service account on our website by
providing requisite information and creating unique credentials to enable you to access the Services
through such account (“Service Account”). You represent that all information you provide to us shall
be true, complete, correct, accurate and current at all times. You shall not share the login credentials
of the Service Account with any unauthorised personnel or a third party. You shall be solely
responsible for all actions undertaken through the Service Account unless any such action was a
result of our admitted breach of your account at our end. Truecaller may from time-to-time
communicate additional service offering through the Service Account which may be subject to
additional fees and/or Service Specific Terms. You may request activation of any such additional
service through the Service Account. Activation of any such additional service offering shall be at the
sole discretion of Truecaller.

5. Service Improvement
You agree that we may monitor your usage of the Services including to ensure quality, improve our
products and services, for internal analytics or verify your compliance with the Terms. This may
further include us accessing your account activity, for example to help us, amongst others, to reduce
the risk of fraudulent use of your account, to secure usage of our services, to analyse the
performance or use of our services, or to otherwise improve our products and services.

6. Security
You will use reasonable efforts to protect access to our systems through the Service Account, from
unauthorized access or use and will promptly report to us and your users any unauthorized access or
use of such information.

7. Scope, Services and Payments
The scope of this Agreement is limited to offering of certain services by Truecaller to you, on a
mutually non-exclusive basis, in accordance with this Agreement. Services shall mean provisioning of
one or more business service(s) by Truecaller to you pursuant to this Agreement (“Services”). You
agree that you shall be liable to make payments as prescribed to Truecaller in lieu of receiving the
Services, and Truecaller shall be entitled to receive all such payments, as per the tariff plans and
payment terms applicable to your Service Account. We may revise the tariffs and/or payment terms
applicable to your usage of the Services by notifying you at least thirty (30) days in advance of it
becoming effective.

8. Your Obligations
You acknowledge and agree that we are agreeing to provide the Services to you based on your
covenant and undertaking that you shall: (i) utilize the Services only in accordance with all applicable
laws; (ii) utilize the Services only for your own bona fide business purposes, and not for or on behalf
of any third party; (iii) not utilize the Services for a purpose and in a manner other than as specified in
this Agreement; (iv) not utilize the Services for any obscene, pornographic, defamatory, political,
libellous, infringing, abusive, or illegal purposes, including to promote hate or discrimination, facilitate
the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities
or for any purpose that is directed at minors; (v) not utilize the Services to originate spam
communication; and (vi) ensure adoption and implementation of appropriate organisational and
security measures in your systems to prevent hacking, unauthorized access or misuse of information /
content on our systems. You shall ensure that you do not provide us with any information pertaining to
any natural person unless approved by us in writing upon your representation and warranty that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to
obtain, the necessary permissions and consents to provide any information of a natural person to us
for use and disclosure as specifically agreed between us in writing. Without limiting the foregoing obligations, you also agree to comply with our instructions regarding the use of the Services from time to time.

9. Other Terms
You acknowledge and agree that the Services are being offered on an ‘as is’ basis, and their provision
is subject to Truecaller’s Terms of Service and Truecaller’s Privacy Policy, as updated from time to
time. While we will make commercially reasonable efforts to ensure delivery of Services in an
expected manner, we cannot ensure that the Services are always delivered in an expected manner
due to factors beyond our reasonable control. Notwithstanding anything contained otherwise, if at any
time Truecaller determines in its reasonable sole discretion that the usage of the Services by you has
not been undertaken in accordance with this Agreement or has been undertaken in a manner
inconsistent with fair usage; then we shall be at liberty to suspend the Services (either partially or
completely), and/or terminate the Agreement if we reasonably believe that you are in violation of the
Terms, by notifying you in advance. You will not make any statement regarding your use of our
Services which suggests partnership with, sponsorship by, or endorsement by us without our prior
written approval. You grant us all necessary rights to use your commercial name(s), logo, description
of your use case or demonstrating the Services you are using, to produce and distribute incidental
depictions, including screenshots, video, or other content from such usage, to refer to you on our
website, press releases, or marketing or promotional materials.

10. Representations and Warranties
Customer and Truecaller hereby represents and warrants to each other, only on its own behalf, that:
(i) if it is an entity, it is duly and validly constituted and existing under applicable laws; (ii) it has
requisite right, power, authority and capacity to accept this Agreement and to fulfil its obligations and
to perform the acts required of it hereunder; (iii) the acceptance and performance of its obligations
under this Agreement have been duly authorized by all necessary action(s) on its part; (iv) its
acceptance of this Agreement, performance of its obligation hereunder and its utilisation or provision
of the Services (as the case may be) do not and will not violate any applicable laws, contract or court
order or other binding obligation to which it is subject or by which it is otherwise bound; (v) it has full
and sufficient right, title and authority to grant the rights and/or licenses granted for all intellectual
property delivered by it pursuant to this Agreement; (vi) it maintains and shall continue to maintain all
requisite licenses, registrations, other authorizations and consents under applicable laws to utilize or
provide the Services (as the case may be) and fulfil its obligations under this Agreement; and (vii)
when accepted, this Agreement shall constitute its legal, valid and binding obligation. Except as
expressly warranted hereinabove, each of Customer and Truecaller expressly disclaims any further
warranties, either express or implied, including but not limited to, any implied warranties of
merchantability, fitness for a particular purpose, non-infringement or title.

11. Intellectual Property
You hereby duly and validly grant to us a limited, non-exclusive, royalty-free, non-assignable, non-
transferable, and revocable license to the intellectual property delivered by you pursuant to this
Agreement. Each of Truecaller and Customer acknowledges and agrees that: (i) all rights, titles, and
interests, including all intellectual property rights, in and to the intellectual property or proprietary
information (including but not limited to any Confidential Information) of the other Party shall remain
the exclusive property of such other Party; and (ii) except as expressly set forth in this clause, each
Party reserves all rights, titles and interests in and to their respective intellectual property or
proprietary information (including but not limited to any Confidential Information) and that nothing
contained in this Agreement shall be construed as giving to the other Party any right, title or interest of any nature whatsoever to any of such Party's intellectual property or proprietary information (including but not limited to any Confidential Information).

12. Confidentiality
Each Party receiving Confidential Information hereunder (the “Receiving Party”) acknowledges that it
will have access to certain information and materials, concerning the business, technology,
documentation, products, services or other proprietary information or data of the Party providing
information hereunder (the “Disclosing Party”) that are, or reasonably should be considered given
the circumstances of disclosure to be, confidential (“Confidential Information”). Confidential
Information shall exclude information which is: (i) publicly known or becomes publicly known through
no fault of the Receiving Party; (ii) independently or lawfully received from a third party that has the
right to furnish such Confidential Information; (iii) independently developed by or available with the
Receiving Party without reference to Confidential Information of the Disclosing Party; or (iv) known to
the Receiving Party prior to disclosure by the Disclosing Party. Except as permitted hereunder, the
Receiving Party: (i) will not use any Confidential Information for its own account or the account of any
third party; and (ii) will not disclose Confidential Information to any third party other than its directors,
employees, legal advisors, investors, or potential investors who have a need to know and who have
agreed to use, and to maintain the confidentiality of, the Confidential Information consistent with this
clause. The Receiving Party will return or destroy the Confidential Information promptly upon the
Disclosing Party’s written request and will confirm such return / destruction in writing. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent mandated under applicable laws or legal process(es), provided that if permitted under applicable laws, the Receiving Party reasonably notifies the Disclosing Party in advance about any required disclosure and provides reasonable cooperation (at the Disclosing Party’s expense) with any effort by the Disclosing Party to contest or limit the scope of such disclosure. The obligations of confidentiality under this Agreement shall survive and continue until the earlier of a period of Twelve (12) months from the expiry of the Term or until such time as any of the exceptions (as mentioned hereinabove) apply to the relevant piece of Confidential Information.

13. Indemnification
Each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its
affiliates and each of their respective officers, directors, partners, employees and authorised
representatives (collectively, the "Indemnified Parties") from and against any and all liabilities,
obligations, losses, damages, claims, demands, suits, actions, deficiencies, penalties, taxes, levies,
fines, judgments, settlements, costs, expenses, reasonable legal fees and disbursements
(collectively, "Claim" or "Claims") incurred by, borne by or asserted against any of the Indemnified
Parties in any way relating to third-party claims that arise out of or result from: (i) Indemnifying Party’s
performance, failure to perform or improper performance under this Agreement; (ii) any fraud, gross
negligence or wilful misconduct of any employee or subcontractor of the Indemnifying Party; (iii)
breach of any representation, warranty, covenant or obligation of the Indemnifying Party contained
herein; or (iv) infringement of any patent, copyright, trademark, trade name or other proprietary or
intellectual property right, delivered by the Indemnifying Party pursuant to this Agreement. In
connection with any Claim, the Indemnified Party will: (i) give to the Indemnifying Party a written
notice of the Claim (provided that any delay in notification will not relieve the Indemnifying Party of its
obligations hereunder); (ii) cooperate reasonably with the Indemnifying Party (at the Indemnifying
Party’s expense) in connection with the defence and settlement of the Claim; and (iii) permit the
Indemnifying Party to control the defence and settlement of the Claim, provided that: (a) the
Indemnifying Party may not settle the Claim without the Indemnified Party’s prior written consent if
such settlement includes any admission of civil or criminal liability by the Indemnified Party or would
otherwise result in any un-indemnified damages on Indemnified Party; and (b) the Indemnified Party
(at its own cost) may participate in the defence and settlement of the Claim with counsel of its own
choosing.

14. Limitation of Liability
Under any circumstance, neither Party shall be liable for any special, indirect, incidental, punitive, or
consequential losses or damages, or for interrupted communications, lost business, lost data or lost
profits, arising out of or in connection with this Agreement, even if such Party has been advised of (or
knows or should know of) the possibility of such losses or damages. Further, notwithstanding
anything contained otherwise, under no circumstance, shall the aggregate maximum liability of either
Party under this Agreement exceed the amounts paid or payable by you to us under these Terms for
the Services availed during the twelve (12) month period immediately preceding the date a claim first
arose; provided such liability is not attributable to breach of applicable laws in which case such limit
will not be applicable. The limitation hereunder shall apply regardless of whether an action is in
contract, tort, equity or under any other theory of law.

15. Term and Termination
This Agreement shall come into force on and from your acceptance of this Agreement and shall
continue until terminated in accordance with this Agreement (“Term”). Notwithstanding anything
contained otherwise, either Party may terminate this Agreement, for any reason whatsoever, by
notifying the other Party in writing at least thirty (30) days in advance. Upon termination of this
Agreement, each of the Parties shall: (i) be relieved of their respective rights and obligations
hereunder save such obligations and liabilities that by their very nature survive termination or which
are expressly stated to survive termination; and (ii) immediately cease use of other Party’s intellectual
property including logos, commercial symbols or insignia or other proprietary rights. Termination of
this Agreement shall be without prejudice to any rights or liabilities of Parties which have accrued prior
to such termination.

16. Governing Law, Jurisdiction and Dispute Resolution
This Agreement and all disputes or claims arising out of or in relation to this Agreement shall be
governed, construed, and enforced in accordance with the laws of Republic of India, without regard to
conflict of laws principles. Subject to arbitration, the courts of competent jurisdiction in New Delhi,
India shall have exclusive jurisdiction over any legal proceeding(s) emanating under this Agreement.
Any dispute or conflict arising out of or in relation to this Agreement shall finally be settled through
arbitration by a single arbitrator to be jointly appointed by the Parties in accordance with the
provisions of the Arbitration and Conciliation Act, 1996. The language of arbitration shall be English,
and the place of arbitration shall be New Delhi, India.

17. Injunctive Relief
You agree and acknowledge that any breach or default of your obligations under this Agreement, may
result in irreparable and continuing damage to us for which there will be no adequate remedy at law
and that, in the event of any such breach or default under this Agreement, we shall be entitled to seek
injunctive relief (including specific performance).

18. Notices
All notices, demands, consents, waivers or other communications required to be given by either Party
to the other Party pursuant to this Agreement shall be in English, in writing and shall be deemed to
have been given when sent by email; and delivered by overnight courier or registered post; when sent
by email, to the following email address: (a) In case of the Customer, the designated email address in
the Service Account; (b) In case of Truecaller: legal.notices@truecaller.com; and when sent by
overnight courier or registered post to the other Party at the address: (a) in case of the Customer, the
address as mentioned in the Service Account; (b) in case of Truecaller, at its registered office
address. All such notices shall be effective upon actual receipt by any of the aforesaid modes and in
case of notices sent by overnight courier or by registered post, they shall be deemed to have been
received on the third business day after the day of dispatch (if not actually received earlier), and in
case of email on the day the email is received on the recipient’s email server and shall become
effective accordingly.

19. Force Majeure
Neither Party shall be considered in breach of this Agreement or in default of its obligations hereunder
if it fails to perform or observe any or all of the terms of this Agreement by reason of force majeure
event which are beyond reasonable control of such Party and which events shall include but not be
limited to, acts of God, civil or military authority, acts of the public enemy, threat of war, declared war,
undeclared war, riots, actual or threatened terrorist activity, acts of terrorism, terrorism, hostilities, civil disturbances, network disruptions, insurrections, industrial dispute, strikes, accidents, explosions,
fires, earthquakes, volcanic ashes, floods, transportation embargoes, epidemic and disease. The non-
performing Party must notify the other Party promptly after it determines that it is unable to act as a
consequence of force majeure event and must make reasonable efforts to avoid or remove the cause
of non-performance.

20. Miscellaneous
In this Agreement, unless specified otherwise: (a) “include” means “including without limitation”; (b)
singular includes plural, and vice versa; (c) reference to one gender includes the other; (d) reference
to any time of day are to the time zone in Republic of India; (e) reference to a statute or a statutory
provision include its amendments, modifications, re-enactments and consolidations; (f) references to
Clauses, Sub-Clauses, Paragraphs, Schedules and Annexures are to clauses, sub-clauses,
paragraphs, schedules and annexures to this Agreement; and (g) time is of essence for the purposes
of this Agreement.

This Agreement: (a) constitutes the entire agreement between the Parties and supersedes all prior
and contemporaneous written or oral agreements between the Parties concerning the subject hereof;
(b) cannot be assigned by you without our prior written consent (and any attempted assignment in
violation of the foregoing restriction is void). We may assign, delegate, or otherwise transfer this
Agreement, in whole or in part, without your consent; (c) envisages survival of the provisions of this
Clause, and any provisions relating to indemnity, governing law, jurisdiction, arbitration, confidentiality,
intellectual property rights, and other provisions that by their nature survive expiry or termination, and
those representations and warranties that are required to supplement the above Clauses for making
them effective, will survive the expiry or termination of the Agreement; (d) does not envisage any
failure or delay on the part of any of the Parties to this Agreement relating to the exercise of any right,
power, privilege or remedy provided under this Agreement to operate as a waiver of such right, power,
privilege or remedy or as a waiver of any preceding or succeeding breach by the other Party to this
Agreement nor shall any single or partial exercise of any right, power, privilege or remedy preclude
any other or further exercise of such or any other right, power, privilege or remedy provided in this
Agreement all of which are several and cumulative and are not exclusive of each other or of any other
rights or remedies otherwise available to a Party at law or in equity; (e) does not create a partnership,
agency relationship, association of persons or joint venture between the Parties, and the Parties are
entering into this Agreement on an independent and principal-to-principal basis, and neither of them
will represent itself to be an employee or agent of the other or enter into any agreement or legally
binding commitment or statement on the other’s behalf or in the other’s name; (g) envisages that if
any provision of this Agreement is unenforceable, that provision will be modified to render it
enforceable to the maximum extent possible to give effect to Parties’ intention hereunder and the
remaining provisions will not be affected; and (h) can be accepted electronically.
R
Rohit is the author of this solution article.

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