wisley

Terms of Use

Wisely Platform License

This  License Agreement ("Agreement") is between Tanla Digital Labs Private Limited, located at 15th Floor, 12D, Survey No 64 Mind Space TSIIC Software Layout Hitech City Hyderabad, Telangana ("Tanla or Licensor"); and the end user customer (individual or entity) that has set up an account on www.wisely.tanla .com (“Account”) and has requested, through that Account, to be presented with the terms of this Agreement for acceptance ("Licensee or you").  

READ THIS AGREEMENT CAREFULLY.  BY EITHER CLICKING ON THE “CREATE ACCOUNT”, “DOWNLOAD,” “DOWNLOAD WISELY” OR SIMILAR BUTTON OR INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE (AS DEFINED BELOW), YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE ALL OR ANY PORTION OF THE SOFTWARE.  YOU ARE NOT LICENSED TO USE TO THE SOFTWARE UNLESS YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE PURPORTING TO ACCEPT THIS AGREEMENT AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH  ENTITY AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO DO SO.  THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Section A: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services that Tanla through wisely.tanla.com may provide to you. We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the “API”) and additional resources we make available to you on our website.
Before using the Services, you must register with Wisely and create an account (a “Wisely Account”).

2. Your Wisely Account

  1. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in India are eligible to apply for a Wisely Account to use the Services described in this Agreement.

    To register for a Wisely Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, business and/or tax identification number, URL, the nature of your business or activities, and certain other information about you that we may require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Wisely Account administrator. Until you have submitted, and we have reviewed and approved, all required information.

  2. Business Representative: You and your Representative individually affirm to Tanla that your Representative is authorized to provide the information described in this Section 2.2 on your behalf and to bind you to this Agreement and that you and your Representative are not ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1972. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.

    If you are a sole proprietor or individual trader, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.

    The following special requirements apply in relation to persons that are not at least 18 years old. If you are an individual or sole proprietor, and you are not at least 18 years old, but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not at least 18 years old, but the individual is 13 years old or older, your Representative must either obtain the consent of your board or of an authorized officer. Any such approving board, authorized officer, parent, or legal guardian is responsible to Tanla and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself. You may not use the Services if you are under 13 years of age.

  3. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. Your failure to provide this information or material may result in suspension or termination of your Wisely Connect Account.

    You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Wisely Connect Account. Tanla may periodically update this information as part of our underwriting criteria and risk analysis procedures.

  4. Changes to Your Business, keeping your Wisely Account Current: You agree to keep the information in your Wisely Account current. You must promptly update your Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Account or terminate this Agreement if you fail to keep this information current. Contact our support team or your Tanla relationship manager to update such information.

3. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.Your communication with Your Customers

You may only use the Services for legitimate communication with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Wisely is not responsible for the communication or content used to your Customers. You affirm that you are solely responsible for the nature and quality of the communication you provide.

You expressly agree and acknowledge that Wisely acts and will act (at all times) only as a platform provider to facilitate secured communication between you and your Customers through Telecom Operators.

4. Use of Services and Software.

Licence. Subject to your compliance with the Terms and applicable law, you may access and use the Services and Software that we make available and that you license from us. Your licence(s) expire at the end of the term set forth in your order document. The version(s) of the Services and Software available at your renewal date may be different from the version(s) available when you first purchased your licence(s) from Wisely . You agree that your decision to use or purchase Software or Services is not contingent on the delivery of any future functionality or features or dependant on any oral or written public comments made by us regarding future functionality or features. You hereby confirm that you shall adhere to these license terms for the use of the Wisely account either by you or by your customer.

  1. Ownership of Wisely IP

    Tanla, Qualtrics’ Affiliates or licensors own all intellectual property rights in and related to the Cloud Service, Cloud Materials, Documentation, Consulting Services, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to Tanla and its licensors.

  2. Content Files

    “Content Files” means Tanla’s assets provided as part of the Services and Software. Unless documentation or specific licences (including but not limited to Additional Terms) state otherwise, we grant you a personal, non-exclusive, non-sublicensable and non-transferable licence to use the Content Files to create your end use (i.e., the derivative application or product authored by you) into which the Content Files or derivations thereof, are embedded for your use (“End Use”). You may modify the Content Files prior to embedding them in the End Use. You may reproduce and distribute Content Files only in connection with your End Use, however, under no circumstances can you distribute the Content Files on a stand-alone basis, outside of the End Use.

  3.  Reservation of Rights:

    Except as provided in the Usage Rules, you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Licensed Application. You may not copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the licensed application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application).

  4. Application Updates

    You agree that the Application may automatically download and install updates, upgrades and additional features that wisely deems reasonable, beneficial to you and/or reasonably necessary.  You acknowledge and agree that any obligation Wisely may have to support the previous version(s) may be ended upon the availability of the update, upgrade and/or implementation of additional features.  This License shall apply to any updates, upgrades and/or additional features that are not distributed with a separate license or other agreement.

5. Services and Account Support

We will provide you with support to resolve general issues relating to your Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Wisely s support pages , API, Connectivity configuration documentation , and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us at marketing@tanla.com

6. Access

You must provide at your own expense the equipment, Internet connections or devices and/or service plans to access and use this Application.  Wisely does not guarantee that this Application can be accessed on all devices or wireless service plans.  Wisely does not guarantee that this Application is available in all geographic locations.  You acknowledge that when you use this Application, your wireless carrier may charge you fees for data, messaging and/or other wireless access. YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU INCUR TO ACCESS THIS APPLICATION FROM YOUR DEVICE.

7. Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with Wisely ; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, Wisely Connect, or others to risks unacceptable to Wisely . If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Account, your Customers, and Transactions made through your use of the Services.

8. Disclosures and Notices; Electronic Signature Consent

Consent to Electronic Disclosures and Notices: This document is an electronic record in terms of Information Technology Act, 2000 (as amended) and the rules and regulations thereunder (collectively, the “IT Act”), and shall be governed by the IT Act, and all other applicable Laws pertaining to electronic records. By clicking the acceptance button, registering for Wisely Account, accessing, using API or configuring EDGE Nodes for connectivity, Reports, or any part of the Services, you specifically agree, to be bound by the terms and conditions of this Agreement. Your registration for Wisely Account or access, use or installation of the API, Dashboard, or any part of the Services, constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Tanla (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Wisely

9. Ownership and confidentiality

General. As between you and Wisely , we exclusively own and reserve all right, title and interest in and to the Services, Documentation, our Confidential Information and  all anonymized or aggregated data resulting from use and operation of the Services (such as but not limited to volumes, frequencies, or bounce rates) and that do not identify a natural person as the source of the information, as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services (“Contributions”).   As between you and Wisely , you exclusively own and reserve all right, title and interest in and to each Customer Application, Customer Data and your Confidential Information.

Use of Marks. You grant Tanla the right to use your name, logo, and a description of your use case to refer to you on Tanla’s or Wisely s website, earnings release and calls, marketing or promotional materials, subject to your standard trademark usage guidelines that you provide to us from time-to-time.

10. Your contribution. In exchange for use of the services, and to the extent that your contributions through use of the service give rise to any copyright interest, you hereby grant Wisely an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the application and related goods and services including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions.  You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to Wisely under applicable law.  The license grant to yoy, and the above waiver of any applicable moral rights, survives any termination of this License. Confidentiality

Use of Confidential Information,

  1. The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially
  2. Customer will not disclose the Agreement or the pricing to any third party.
  3. In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.

Exceptions. The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:

  1. is independently developed by the receiving party without reference to the disclosing party’s Confidential Information,
  2. is generally available to the public without breach of the Agreement by the receiving party,
  3. at the time of disclosure, was known to the receiving party free of confidentiality restrictions, or
  4. the disclosing party agrees in writing is free of confidentiality restrictions.

11. DISCLAIMER OF WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

  1. Your indemnification obligations.

    You, at your own expense, will indemnify, defend (if and as requested by us), and hold harmless each of us, our affiliates, and our and their respective employees, representatives, agents, officers, and directors (“Indemnified Parties”) against any claims, losses, liabilities, costs, expenses, or damages (including direct, incidental, special, exemplary, punitive, indirect and consequential damages, and including any fines, penalties, and attorney’s fees and costs) incurred by reason of any Third Party claim, demand, lawsuit, or action (including governmental investigations and enforcement actions) arising out of, based on, or relating to: (a) your or any End Users’ activities under these Terms of Service, including your and any End Users’ access to, and use of, the Services; (b) your or any End Users’ violation of any provision of these Terms (including the AUP); (c) your or any End Users’ violation of any applicable Law; (d) any Usage Data; (e) the Connected Applications, including their infringement upon any Intellectual Property Rights or other right of any Third Party (“Claims”).

  2. Indemnification procedure.

    We, or any of the Indemnified Parties, will promptly notify you of any Claim. Other than Tanla Controlled Claims: (a) we will permit you to assume and control the defense of the Claim; (b) we will nevertheless have the right to employ separate counsel at your expense and participate in the defense of Claims; (c) you will have the authority to defend, compromise, settle, or otherwise dispose of the Claims; provided that you will not agree to any disposition or settlement of a Claim that admits liability or imposes duties of performance on any of the Indemnified Parties without our prior written consent; (d) you agree not to publicize the settlement of any Claim without first obtaining our written permission; and (e) if we determine that you have not timely responded to a Claim, then we may assume and control the defense of the Claim (such assumption and control of defense will include our sole authority to compromise, settle, or otherwise dispose of such Claims) at your sole expense. You will be liable to us for all of our costs (including reasonable attorney’s fees and costs) related to establishing successfully and enforcing our right to indemnification under these Terms.

    A “Tanla Controlled Claim” is a Claim that includes allegations relating to our Services or our Intellectual Property Rights for which we elect to assume and control the defense (such assumption and control of defense will include our sole authority to compromise, settle, or otherwise dispose of those Claims).

13. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TANLA BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF  TANLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TANLA IS NOT RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON OR AVAILABLE THROUGH THE SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO THAT CONTENT), FOR YOUR USE OF THE SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE SERVICES.

IN NO EVENT SHALL TANLA’S  TOTAL LIABILITY TO YOU FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION

14. Privacy Policy

Tanla is committed to responsibly handling the information and data we collect through our Services in compliance with our Privacy Policy, which is incorporated by reference into these Master Terms. Please review the Privacy Policy so you are aware of how we collect and use your personal information.

15. Termination

  1. Termination by You. You may stop using the Services and Software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
  2. Termination by Us. If we terminate the Terms or your use of the Service(s) or Software for reasons other than for cause, we will make reasonable efforts to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your Content. Unless stated in any Additional Terms, we may, at any time, terminate or suspend your right to use and access the Services or Software if:
    1. you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to or are unable to, comply with the Terms);
    2. you fail to make the timely payment of fees for the Services or Software, if any;
    3. you physically, verbally or through other means abuse, threaten, bully or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Services or Software);
    4. you have repeatedly made complaints in bad faith or without a reasonable basis and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services or Software);
    5. we are required to do so by law (for example, where the provision of the Services or Software to you is or becomes, unlawful);
    6.  we elect to discontinue the Services or Software, in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or
    7.  there has been an extended period of inactivity in your free account.
  3. Survival. Upon the expiration or termination of the Terms, some or all of the Services and Software may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities and dispute resolution provisions stated in the Terms will survive.

16. Injunctive Relief.

You agree that a breach of this License will cause irreparable injury to Tanla for which monetary damages would not be an adequate remedy and Tanla shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

17. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflicts of laws principles.  The Parties expressly consent to jurisdiction and venue in the courts located in Hyderabad, India, as the exclusive jurisdictions and venues for any and all matters arising out of or pertaining to this Agreement.  Either Party shall be entitled to recover its attorney’s fees and costs from the other Party in the event it utilizes the services of an attorney to enforce any provision of this Agreement or to collect any amounts due hereunder, and it is the prevailing Party.