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.

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’.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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

choosing.

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.

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.

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.

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).

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

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.

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.

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

remaining provisions will not be affected; and (h) can be accepted electronically.