TERMS & CONDITIONS

IMPORTANT. READ CAREFULLY.

These terms and conditions for software licensing and its services (“Terms of Use”), is a legal agreement between Dotflo Technologies  incorporated under the laws of India with its registered office at Mohali, Punjab, whether acting on behalf of itself and/or on behalf of any of its affiliates and/or its third party suppliers and/or its licensors and/or service providers (hereinafter referred to as “Company” or “Our” or “Us”) and merchants (whether an individual or a legally recognized entity) involved in any lawful business for provision of any services or goods, across the territory of India (“Client”, “You” or “Your”).

‍ The Company, inter alia, offers a suite of messaging software-as-a-service solutions through a single platform to enable its customer to manage communications with their users under the name and style of “Bottly” (“Solution”). ‍

‍ The Company may, at its sole discretion, authorize such persons from time to time, who shall carry out all or any of its rights, duties and obligations under these Terms of Use and any reference to “Dotflo” under these Terms of Use shall be construed to mean and include any such persons duly authorised and acting on behalf of the Company. ‍

‍ These Terms of Use are an electronic record in terms of the Information Technology Act, 2000, the applicable rules thereunder and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. These Terms of Use are generated by a computer system and does not require any physical or digital signatures. ‍

‍ These Terms of Use are published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing of the rules and regulations, privacy policy and terms of use for access to or usage of any electronic devices and services.

BY USING THE SOLUTION, THE CLIENT ACCEPTS THE TERMS OF THESE TERMS OF USE AND ANY ADDENDUM OR ANNEXURE BEING PART OF THESE TERMS OF USE. IF THE CLIENT DOES NOT ACCEPT THESE TERMS, THE CLIENT SHOULD NOT USE THE SOLUTION. THE COMPANY MAY MODIFY OR UPDATE THESE TERMS OF USE FROM TIME TO TIME AND THE SAME SHALL BE MADE AVAILABLE AT [] FOR ACCESS BY THE CLIENT.

DEFINITIONS:

In these Terms of Use, (i) capitalized terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the capitalized terms as set out below shall have the meanings as indicated therein. In these Terms of Use, the headings are for convenience only and shall not in any way define or limit the scope.

“Applicable Law” means and includes all applicable Indian statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority or self-regulatory agency, statutory authority, tribunal, board, court in India.

“Applicable Data Protection Law” refers to all relevant laws, regulations, and guidelines issued by the Indian government related to aspects such as privacy, data processing, data protection, data security, encryption, or confidentiality. This includes, but is not limited to, the Indian Information Technology Act, 2000. The parties acknowledge and agree that when the Digital Personal Data Protection Act (DPDPA) of 2023 is introduced and enforced, the Applicable Data Protection Law will be updated to replace the IT Act, 2000 with the DPDPA, 2023, and shall apply retrospectively.

“Beta Products” means a pre-released version of the Solution or any of its components circulated to you to try under realistic conditions which are not pre-simulated.

“Business Day” shall mean any day other than Saturday, Sunday or any public holidays, on which the banks in Punjab will open for business.

“Intellectual Property” means and includes all intellectual property, in any part of the world, whether registered or not registered, and in particular (i) all trademarks, service marks, trade names, logos, domain names; patents, design rights; trade secrets, including, know-how, technology, formulae, industrial and commercial information, techniques and inventions; processes, manuals, documentation, and technical data and information; copyrights, works of authorship, and topography rights, database rights; computer hardware and software including source code, computer programs, user interfaces, software applications, software platform or infrastructure and any other information in relation to the above; (ii) all rights under licenses in respect of all of the above; (iii) any applications or registrations for the protection of all of the rights specified at sub-clause (i) and (ii) herein above; and (iv) all renewals and extensions thereof; and the term “Intellectual Property Rights” shall be construed accordingly.

“Personal Data” means any information relating to an identified or identifiable natural person or that is otherwise considered personally identifiable information, personal information, or personal data under Applicable Data Protection Law.

“SaaS” means software as a service.

“Subscription Commencement Date” means the date on which the Client accepts and acknowledges these Terms of Use.

“Scheduled Maintenance” means the Company’s scheduled routine maintenance of the Solution for which the Client shall be notified at least two (2) hours in advance and shall not exceed eight (8) hours per week.

“Third Party Services” means the third-party services made available by the Company under the Solution including but not limited to WhatsApp.

“Update” means the modifications or revisions made to the Solution: (i) to improve upon or repair existing features and operations within the Solution; (ii) to ensure compatibility with new releases of existing systems (including hardware, operating systems and middleware) and external services through standardized interfaces; (iii) to comply with Applicable Laws, regulations, industry standards or market practice, other than an Upgrade.

“Upgrades” means new versions of the Solution intended to enhance the functionality of the Solution and that may change the version number of such Solution.

TERM:

These Terms of Use are effective until terminated in accordance with the terms set forth herein (“Term”) and will be automatically renewed beyond the Term (“Auto Renewal”), upon the same terms and conditions as set forth herein, unless expressly revoked by the Client in writing.

GRANT OF LICENSE:

During the Term, in consideration of payment of the Fees by the Client to the Company and subject to the terms and conditions herein, the Company grants to the Client, a limited, non- exclusive, personal, revocable, non- transferable and non- licensable license to access and use the Solution on a subscription basis, in accordance with these Terms of Use. Nothing contained herein shall be construed as creating any arrangement for transfer of title, ownership or interest