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UNDERTAKING -CUM -INDEMNITY

Dated this _____ day of __________ 2017;


BY
_________________________________ a Registered Company/ Society/ Charitable Trust/ Telecom Service
Provider vide Registration No._________, having its registered office at [Address],(hereinafter referred to as
“the Obligor” which expression shall, unless it be repugnant to the subject or context thereof, include its
successors and permitted assigns) acting through Mr. [_______.], [Designation], duly authorized vide board
resolution/power of attorney dated [_________];

IN FAVOUR OF
GupShup Technology India Pvt. Ltd a company registered under the Companies Act, 1956, having its
registered office at 101, Silver Metropolis, 1st Floor, Western Express Highway, Goregaon (E),
Mumbai – 400063, hereinafter referred to as “the Obligee” which expression shall, unless it be repugnant to
the subject or context thereof, include its successors and permitted assigns) acting through Mr. Amit
Shrivastav, duly authorized vide board resolution dated 18/01/2011.

WHEREAS
• Obligor is registered Company/ Society/ Charitable Trust/ Telecom Service Provider and use
Obligee’s services for sending information pertaining to its activities to a telecom subscriber in
response to a verifiable request of such subscriber. Such messaging has been recognised as
transactional by the Obligor under para (6) sub-para (iv) vide amendment dt. 23 Dec 2011 to the
Direction of the Telecom Regulatory Authority of India Act, 1997 (24 of 1997) (TRAI) Amendment,
F.No.341-3/2011-CA (QoS), dated 25 Oct 2011. Commented [V1]: Kindly share the TRAI circular with
• The Obligor shall not misuse and shall not mislead or misrepresent the Obligee or any regards to same.
other person whosoever pursuant to the said TRAI rules and regulations for sending
transactional messages.
• Obligor also undertake the following:
• that it will send information to the subscriber only after receipt of a verifiable
request from the subscriber.
• that it will inform the subscriber through SMS, that the information requested for
will be provided for a maximum period of six months, unless renewed and also the Commented [A2]: Why it will be provided only for 6
procedure for the subscriber to opt out at any time during the six months period months.
from receiving such information; Subscriber shall avail the services till the time it ask Obligor
• that it shall obtain a fresh request from the subscriber every six months for to Opt out from this services.Reference required in this
regard with TRAI Act
continuing to receive such information;
• that it will intimate to the subscriber at least once in thirty days about the Commented [A3]: Fresh request shall be made if client is
procedure to opt out from receiving such information; first time user or has opt out earlier from the services.
• that it will provide details regarding procedure to opt out from receiving such References required in this regard from TRAI act
information in every advertisement wherein regarding the facility is published by Commented [V4]: References regarded in this regard
it in any media;
Commented [A5]: 180 days/365 days
• that it will maintain a record of the request made by the subscriber for receiving
such information for at least three months and provide such record as and when Commented [V6R5]: Reference regards in TRAI rule
required by the Authority; Commented [V7]: Please specify the TRAI rule in this
• that it does not send any objectionable, obscene, unauthorized content, message regard
or communication which is against public interest or national security or which
infringes any copyright, intellectual property right etc, and the information does
not contain any content which may violate any law of the land;
• it shall use the proper header provided by it; and
• it shall not mix unsolicited commercial communication or promotional message
with the information sent to the subscriber through telecom reso urces allotted for
the purposes of sending Transactional messages;

• that the Obligor also undertake to provide Obligee auditable reports showing that
their messages are sent only in compliance to the TRAI direction/ guidelines. This
will help Obligee validate that Obligor communicates only to telecom subscriber in
response to a verifiable request of such subscriber and to prove/disprove any
complaints obtained thereof.

NOW WE DO HEREBY SOLEMNLY DECLARE, AGREE, CONFIRM AND UNDERTAKE AS FOLLOWS:-


• Obligor shall indemnify the Obligee and keep Obligee indemnified and save harmless, at all times
against any penalty imposed under Schedule V of the TRAI direction dated 01/12/2010 and expenses Commented [A8]: What does this circular says? Circular
incurred in connection thereto, suffered or paid or incurred by the Obligee or required to be and references required .
incurred, suffered or paid by the Obligee in connection with or arising out of or in relation to or as a
consequence of sending messagee’s in contravention to the TRAI rules , regulations and/or
guidelines using Obligee’s Platform without prejudice to any penalty which may be imposed by way
of financial disincentive by the authority concerned.
• That the Obligator shall at all times ensure that the all the rules, regulation, guidelines of the TRAI
and all amendments in connection thereto issued from time-to-time and all other applicable Rules
and Regulations including those made by TRAI from time to time relating to message sending are
duly complied with.
• This indemnity is without prejudice to the Obligee’s other rights, privileges, powers and remedies in
law and the Obligee may delay enforcing its rights without at any time losing them and any waiver of
a right by the Obligee hereunder or available to it by law, shall not be deemed to be a waiver of any
other rights or of the same right at another time.
• Obligee may stop/terminate this facility given to Obligee by giving seven day prior written notice to
Obligator. However, any such termination shall not affect anything done or any rights or liabilities
accrued or incurred prior to the termination and all the above indemnities given by obligor to the
Obligee hereunder shall survive any such termination.
• Obligor further unconditionally agree and undertake to forthwith pay and make good any such
penalties as mentioned in Schedule V of the TRAI direction dated 01/12/2010 and expenses incurred
in connection thereto by Obligee and/or any of its affiliates upon demand being made on us without
any demur and in this context.
SOLEMNLY AFFIRMED AND DECLARED)
this ___ day of ________ )
by the within named Obligors )
________________________________)
in the presence of ____________ )
BEFORE ME
IDENTIFIED BY ME
Notary