Terms of Use

Annex 1- Additional Terms and Conditions

Annex 1- Additional Terms and Conditions

This Annex 1 is part of the Agreement and describes certain applicable additional terms.

  1. Definitions:
    1. “Affiliate” means an entity, directly or indirectly: (i) owned or controlled by a Party; (ii) owning or controlling a Party; or (iii) owned or controlled by the entity owning or controlling a Party, but in each case only for so long as the foregoing ownership or control exists. For the purposes of this definition an entity shall be deemed to own and/or to control another entity if: (a) more than 50% of the voting stock of the latter entity ordinarily entitled to vote in the election of directors (or, if there is no such stock, more than 50% of the ownership of or control in the latter entity) is, directly or indirectly, held by the owning and/or controlling entity; or (b) the former entity has full legal power and authority to direct the management and policies of the latter entity pursuant to a duly executed, effective and binding management contract.
    2. “Brand Usage Guidelines” means the guidelines of Tata Communications, as updated from time to time, and as available at Section 2 of this Annex.
    3. “Co-Marketing Activities” means activities, described under Section 3 of this Annex, and carried out by way of mutual agreement between the Parties.
    4. “Confidential Information” means: (i) the provisions of this Agreement; and (ii) all information provided to a Party (the “Receiving Party”) by the other Party (the “Disclosing Party”) under, or in the course of performing under, this Agreement where such information is marked or reasonably identified or identifiable as confidential or proprietary, including without limitation technical, operational, marketing, billing, pricing and commercial information in relation to the supply of Services. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is independently developed by the Receiving Party; or (ii) is lawfully received by the Receiving Party free of any obligation to keep it confidential; or (iii) becomes generally available to the public other than by breach of Section 8 of the Agreement (provided that the burden of establishing the availability of the foregoing exceptions shall be on the Receiving Party).
    5. “Electronic Signature” or “ES” means a signature that consists of one or more letters, characters, numbers or other symbols in digital form incorporated in, attached to or associated with a human readable electronic version of this Agreement, using Tata Communications’ or its designated third party ES platform.
    6. “Governmental Authority” means any governmental or quasi-governmental body, whether foreign or domestic, including any department, agency, commission, bureau or other administrative or regulatory bodies, courts, public utilities and communications authorities.
    7. “Government Official” means any official or employee including without limitation an employee of a government agency, regulatory authority or entity owned or controlled by the government, any candidate for public office or official of a political party, or any official or employee of a public international organization.
    8. “Personal Information” means any information that may identify an individual, including without limitation names, addresses, telephone numbers, electronic addresses, passwords, credit card numbers or other account data, customer proprietary network information, or any information regarding an individual that is protected under any Privacy Laws applicable to the Services.
    9. “Privacy Laws” means any applicable law, regulation or binding policy of any Governmental Authority that relates to the security and protection of personally-identifiable information, data privacy, trans-border data flow or data protection
    10. “Supplier” means the Tata Communications entity that is party to the Agreement.

 

  1. Brand Usage Guidelines
  2. Subject to compliance with the process, terms and conditions of each Party with respect to logos/trademarks, the Parties may provide to each other their respective logos and corporate descriptions (in mutually agreeable formats) for use solely in connection with mutually agreed activities under this Agreement. The Parties agree to the following scope of reciprocal use of logos:

    1. Usage is subject to each Party’s acceptable use policies and/or rules or guidelines for logo and trademark use as maybe prescribed from time to time.
    2. In all cases of logo usage, prior written notification, consultation process (including feedback and re-submission) and authorization by the Parties’ respective parties is required.
    3. Subject to the above, the allowed usage is limited to the following:
      1. Use of Tata Communications logo and Contracting Party logo on the alliance or partners section of corporate web site.
      2. Use of Tata Communications logo and Contracting Party logo in presentation materials.
      3. Use of Tata Communications logo and Contracting Party logo on printed marketing materials.

 

  1. Co– Marketing Activities:
    1. Interaction of Sales Representatives. The Parties may inform their respective sales forces of the existence of this Agreement and may develop a joint internal communications plan regarding the positioning and joint benefits of this relationship.
    2. Sales Team Enablement. Tata Communications will be given the opportunity to give presentations regarding its products and services and its marketing activities related to this Agreement at the other Party’s sales meetings and other appropriate gatherings of sales personnel.
    3. Co-Marketing Coordinator. Each Party may assign a coordinator to act as the central point of communication with the other Party with respect to this Agreement. These managers shall determine goals and identify cooperative marketing and sales opportunities through regular scheduled meetings. They shall also track and report progress as it relates to the goals.
    4. Sales Calls with potential customers. The Parties may support each other on joint sales calls with potential customers as agreed between the Parties.
    5. Publicity. Neither Party will issue any public statement or release any publicity concerning this Agreement without the other’s consent.
    6. Marketing Materials. The Parties may provide each other with their appropriate marketing collateral and other promotional materials for distribution to their respective sales teams and sales targets.
    7. Exhibitions and Conferences. The Parties may agree to coordinate activities at appropriate industry exhibitions and conferences.
    8. Webinars and Promotional Events. The Parties may agree to produce joint webinars or other promotional events.
    9. Technical Product Demonstrations. The Parties may agree to create product demonstrations of the interoperability of their respective products or services, if applicable and as allowed under applicable laws.

 

  1. Personal Information.
    1. The Contracting Party confirms it has read and understood Tata Communications privacy policy, a copy of which is available on http://www.tatacommunications.com/policies/privacy-policy, as updated from time to time.
    2. The Contracting Party hereby consents to Tata Communications collecting and processing Personal Information relating to the Contracting Party during the tenure of this Agreement for:
      1. the purposes contemplated by and to achieve the requirements and objectives of the Agreement;
      2. legal, administrative and management purposes, as required by law and to communicate with the Contracting Party; and
      3. sending information to the Contracting Party via email, phone or postal mail about Tata Communications’ products, services and events that may be of interest to the Contracting Party.
    3. Tata Communications may make such information available to its Affiliates, employees, agents, contractors and others who provide products or services to Tata Communications (such as advisers), and to regulatory authorities and potential purchasers of Services (collectively referred to as ‘Relevant Parties’.
    4. The Contracting Party acknowledges and understands that in order for Tata Communications to perform its obligations under the Agreement, Personal Information may be transferred to countries outside the contracting jurisdiction, including the United States of America and/or India. The Contracting Party warrants to Tata Communications that the Contracting Party will obtain the necessary consents for such transfer of Personal Information.
    5. Each Party represents and warrants to the other Party that it complies with its obligations under relevant Privacy Laws. The Contracting Party further represents and warrants to Tata Communications that it shall provide proper notices to, and obtain necessary consents from, its end-users and/or employees about how their Personal Information may be used, stored, and disclosed to Relevant Parties

 

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