Terms of Service

The usage of the Website (as defined hereinafter) and the OTPless Software (as defined hereinafter) provided by OTPless Solutions Private Limited, a company incorporated under the laws of India and with its registered office at 44, Backray Portion 2nd Floor, Regal Building, Connaught Place, Central Delhi, New Delhi, Delhi, India, 110001 (“OTPless”) or any services provided by OTPless through the Website and OTPless Software shall be governed by these terms and conditions (“Terms of Service” or “Terms”).

These Terms of Service are effective as of 8th March, 2024, and will remain in effect except with respect to any changes in its provisions in the future, which will be in effect immediately after being posted on this page. We reserve the right to update or change our Terms of Service at any time. Your continued use of the Service after we post any modifications to the Terms of Service will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Terms of Service. If we make any material changes, we will notify you either through the email address you have provided us or by placing a prominent notice on our website.

In these Terms of Service, the term “User” refers to you, the Person or entity who has availed the OTPless Services, and shall include any contractors and other Persons using the Website and who have availed OTPless Services. In case of a company, partnership, trust or any other legal entity which uses the Website, OTPless Software or OTPless Services, “User” shall include such entity. OTPless offers the Website and OTPless Services conditioned upon the User’s acceptance of these Terms of Service.

By use of the Website and OTPless Services, the User also agrees to be bound by the additional terms and conditions and policies referenced herein and/or available by hyperlink, including without limitation OTPless’s Privacy Policy, and other policies of OTPless.

These Terms of Service apply to all users of the Website and any users of the OTPless Services, except as may be specifically agreed otherwise in writing. Any new product or services provided by OTPless, or any new features or tools added to the application, website, or platform shall, unless specifically stated otherwise, be subject to these Terms of Service.

Please read these Terms of Service carefully before accessing or using the Website or the OTPless Services. By accessing or using any part of the Website, OTPless Software, or by the use of OTPless Services, the User agrees to be bound by these Terms of Service. If the User does not agree to all the Terms of Service, then the User may not access the Website, OTPless Software, or use the OTPless Services.

Other applicable terms

These Terms of Service refer to, incorporate, and include the Privacy Policy of OTPless, which sets out the terms on which OTPless processes any personal data OTPless collects from the User, or that the User provides to OTPless.

About us

OTPless provides OTPless Services which can be availed by the User through the Order Form signed between the User and OTPless. After availing the OTPless Services, OTPless Software will be integrated on the User’s mobile application, website, and any other medium compatible with the OTPless Service and availed by the User.

Our responsibility

OTPless may provide links to the sites of such companies that provide services through the website operated by OTPless or OTPless Software, and may enable a User to communicate with such Persons. If a User transacts or deals with any other User or such Person, the User is transacting or dealing with directly from those third parties and not OTPless. OTPless is not responsible for examining or evaluating, and we do not warrant, the offerings of, or the actions of any such Persons. OTPless does not assume any responsibility or liability for the actions, products, materials, items, and content of any such third parties. In case of any misconduct or improper behaviour of any such Person, the User is requested to report the same promptly to OTPless.

Definitions

Capitalized terms not defined elsewhere in these Terms of Service shall mean as follows:

“Applicable Laws” means all applicable (i) statutes, enactments, acts of legislature or parliament, laws, bye-laws, ordinances, rules, regulations, listing agreements, notifications, guidelines or policies of any applicable jurisdiction; (ii) administrative interpretation, writ, injunction, directions, directives, judgment, arbitral award, decree, orders, or consents of, or agreements with, any Governmental Authority or a recognized stock exchange; and (iii) international tax treaties, as may be in force from time to time.

“Confidential Information” means any information concerning the business affairs, pricing, details of the customers, clients, or suppliers of the User or OTPless or other clients, all tangible and intangible information obtained, developed, or disclosed or accessed including all documents, data, papers, statements, and trade secrets, as applicable.

“Governmental Authority” means any Indian or non-Indian court of competence, arbitral tribunal, legislative, executive, or administrative agency or commission, or other governmental or regulatory agency or authority, or any securities exchange.

“Fees” means the fee payable for the use of the OTPless Services, as specified by OTPless in the Order Form.

“Intellectual Property Rights” means: (a) patents, trademarks, trade names, service marks, service names, logos, internet domain names, corporate names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, semiconductor topography rights, utility models, formulae, processes, trade secrets, proprietary information, rights in know-how, and other intellectual property rights, in each case whether registered or not and including applications for registration; (b) rights under licenses, consents, orders, or statutes or otherwise in relation to a right under paragraph (a); (c) rights of the same or similar effect or nature as or to those under paragraph (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights.

“Person” shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency or political subdivision thereof, or any other entity that may be treated as a person under applicable law.

“Order Form” shall mean the order form setting out, inter alia, the terms of the provision of the OTPless Services to the User.

“OTPless Software” means the software-as-a-service provided by OTPless and availed by a User under an Order Form.

“OTPless Services” means the services provided by OTPless to the User pursuant to the Order Form, including access to and use of the OTPless Software.

“Website” means the website operated by OTPless.

Changes to the Terms of Service

5.1 OTPless may revise these Terms of Service at any time by amending this page. The User must check this page from time to time to take notice of any changes made to these Terms, as they are binding on the User.

5.2 OTPless may, without prior notice, change all or any features of the Website and OTPless Software; add or remove functionalities or features; stop providing the Website and OTPless Software; or create usage limits for the Website and OTPless Software.

Acceptance of the Terms of Service

The User agrees that the User shall be bound by these Terms by accessing the Website or OTPless Software, or by otherwise availing of the services from OTPless.

Grant of licence

7.1 Subject to the Terms of Service and the Order Form, OTPless grants to the User a personal, conditional, limited, revocable, non-sublicensable, non-assignable, non-transferable, non-exclusive license to use and access OTPless Service along with the User’s mobile application, website, and any other medium compatible with the OTPless Service and availed by the User, solely for the purpose of verifying a customer mobile number over the internet through the ‘WhatsApp’ mobile application, only during the term as mentioned in the Order Form and in the territory for which OTPless Service has been availed (“License”).

7.2 The User agrees that OTPless shall, at all times, be the legal and beneficial owner of all Intellectual Property Rights in connection with the OTPless Services, including the OTPless Software. The Terms shall not be deemed to confer upon the Customer any further or greater rights in the OTPless Service or any related Intellectual Property Rights.

Conditions for use

8.1 By agreeing to these Terms of Service, a User (where such User is a natural Person) represents that the User is at least the age of majority (i.e. 18 years) and is competent to contract. Where the User is registering on behalf of, and is the authorized representative of, a company, partnership, or any other legal entity, such User has been duly authorized by such entity and is permitted under Applicable Laws to accept these Terms of Service. The User represents and warrants that the User has the full power and authority to accept the Terms of Service and that these Terms are binding upon the User and enforceable in accordance with their terms.

8.2 In case OTPless alters or amends the eligibility criteria as required under Applicable Laws, and the User no longer complies with the new eligibility criteria, as determined by OTPless in its sole discretion, the User accepts that OTPless may restrict or suspend access without any liability for OTPless. The User is solely responsible for ensuring compliance with these Terms.

8.3 The User shall ensure that there are proper encryption and security measures at its respective desktop, mobile device, or other device used to access the Website or OTPless Software to prevent any hacking, and the User accepts all liabilities with respect to any compromise or unauthorized use, disclosure, or access to such information.

8.4 The User may not use the OTPless Services, the OTPless Software, or the Website for any illegal or unauthorised purpose, nor may the User violate any Applicable Laws (including but not limited to copyright laws).

8.5 The User shall not, and shall ensure that none of its agents, employees, and representatives:

• Use the OTPless Services for any purpose other than for User’s internal business purposes.
• Transfer, sub-license, sub-lease, or allow access to the OTPless Service to any third party or create any rights in favour of a third party.
• Access or attempt to access the source code of the OTPless Software.
• Introduce any malicious codes or harmful files or programs into the OTPless Software.
• Use the OTPless Software for any unlawful purposes.

8.6 The User shall at all times comply with all Applicable Laws.

8.7 In the event of expiry or termination of the Order Form, for any reason whatsoever, the License granted to the User shall immediately terminate and the User shall cease all use and access of the OTPless Service through OTPless Software.

8.8 OTPless shall not be liable for any refund of the fees already paid by the User for availing OTPless Services. Termination of the Order Form shall not discharge the User from the payment of any accrued and unpaid fees.

8.9 Termination of the OTPless Services shall not release the User from any liability which at the time of termination has already accrued or which thereafter may accrue in respect of any act or omission prior to such termination.

Payment of Fees

9.1 The User agrees and undertakes to pay the Fee for the License availed as mentioned in the Order Form. The User agrees and accepts that OTPless has arrangements with banks, financial institutions, and payment processors for the collection of the Fees, and the User shall strictly adhere to their terms. In case OTPless is unable to collect the Fees from the User for any reason whatsoever, including any technical malfunction, the User undertakes to promptly pay the Fee to OTPless. In case of non-payment, OTPless reserves the right to discontinue the OTPless Services and restrict the User’s access to the OTPless Software.

9.2 The User agrees to promptly update the User’s account and other information required by OTPless, including the User’s email address, mobile number, personal details, and details of a User’s payment instrument.

9.3 After the expiry of the term mentioned in the Order Form, OTPless shall be entitled to charge a further fee for the License granted to the User as may be agreed between the User and OTPless.

Restrictions on the use of the Website and OTPless Software

10.1 The User shall not redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make the OTPless Services, the Website, OTPless Software, or any component or content thereof, available to any third parties without the prior written consent of OTPless.

10.2 The User shall not circumvent or disable any digital rights management, usage rules, or other security features of the Website or OTPless Software; remove, alter, or obscure any proprietary notices (including copyright notices); or use the Website or OTPless Software in a manner that threatens the integrity, performance, or availability of the OTPless Software, Website, or the OTPless Services.

10.3 The User agrees that the User shall not display, upload, modify, publish, distribute, disseminate, transmit, update, or share any information that:

• The User does not have a right to make available under any law or contractual or fiduciary relationship.
• Is defamatory, vulgar, obscene, pornographic, paedophilic, invasive of another person’s privacy, libellous, racially or ethnically objectionable, or relates to money laundering or gambling.
• Is harmful to minors and children.
• Infringes patent, trademark, copyright, or other proprietary or intellectual property rights of any person or entity.
• Violates any applicable law, regulation, or generally accepted practices or guidelines in India.
• Deceives or misleads any other user, OTPless, or any other person about the origin of any messages, or knowingly communicates patently false or misleading information.
• Impersonates any person or entity, or falsely states or misrepresents the User’s affiliation.
• Threatens the unity, integrity, defence, security, or sovereignty of India, friendly relations with foreign States, or public order.
• Contains viruses, trojan horses, worms, spyware, time bombs, cancelbots, or other malicious code.
• Is patently false and untrue, written or published with intent to mislead or harass for financial gain or to cause injury.

10.4 Without limiting the foregoing, the User agrees that the User shall not:

• Decompile, reverse-engineer, or disassemble the Website or OTPless Software, or modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from them.
• (i) Use the Website or OTPless Services for commercial purposes of any kind except as permitted by OTPless; (ii) advertise or sell the Services, domain names, or solicit others; or (iii) use the Services in any way that is unlawful or harms OTPless or any other person or entity.
• Engage in any activity that would interfere with another person’s use or enjoyment of the Website, OTPless Services, or OTPless Software, including disruptive attacks such as denial-of-service.
• Access or use the Website or OTPless Software in any manner that could damage, disable, overburden, or impair OTPless’s servers or networks.
• Disrupt or interfere with the security of the Website or OTPless Software, or gain unauthorized access to user accounts, passwords, servers, or networks.
• Use deep-links, page-scrape, robots, spiders, or other automated devices to access, acquire, copy, or monitor any portion of the Website or OTPless Software.
• Use the Website or OTPless Software for purposes not permitted by these Terms or any applicable law.

10.5 The User shall not use the Website or OTPless Software for any purpose that might be construed as contrary to any applicable law, regulation, guideline, judicial dicta, or public policy, or for any purpose that might negatively prejudice the goodwill of OTPless or its partners, or violate the Terms of Service.

OTPless’s rights

11.1 OTPless reserves the right to suspend or discontinue the Website or OTPless Software and any other products/services to the User and/or to sever its relationship with the User, at any time, for any cause, including:

• Suspected violation of the rules, regulations, orders, directions, notifications, laws, statutes, or these Terms.
• Suspected discrepancy in the particulars, documentation, or information provided by the User.
• Combating potential fraud, sabotage, willful destruction, threat to national security, or any other force majeure reasons.
• Technical failure, modification, upgradation, variation, relocation, repair, or maintenance.
• Any transmission deficiencies caused by topographical and geographical constraints/limitations.
• The User does not have control over the User’s login details and password, or the account is compromised.
• The User indulges in any abusive, aggressive, threatening, or harassing behaviour against any employee, representative, agent, or other User.
• OTPless believes, in its reasonable opinion, that cessation/suspension is necessary.

Accuracy of information

12.1 OTPless is not responsible if information made available on the Website (including any information in relation to the OTPless Software and OTPless Services) is not accurate, complete, or current. The material on the Website and the Platform is provided for general information only and should not be relied upon as the sole basis for making decisions.

12.2 The Website may contain certain historical information, which is necessarily not current and is provided for the User’s reference only. OTPless reserves the right to modify the Website at any time but has no obligation to update any information. The User is responsible for monitoring changes to the Website or any other information provided by OTPless.

Warranties

No warranty of any kind, implied, express, or statutory, including but not limited to the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose, is given in conjunction with the Website, OTPless Software, and OTPless Services. While OTPless may apply such technology as it deems fit to ensure security and prevent unauthorised access, OTPless does not warrant that products/services or any content/data will be provided uninterrupted or free from errors. OTPless provides the Website, access to the OTPless Software, and other products/services on an “as is”, “where is”, “with all faults” basis.

All other warranties, whether legal, express or implied, including but not limited to any express or implied warranties of merchantability, of fitness for a particular usage or for the intended use thereof are expressly excluded in connection with the use of the website, OTPless services and OTPless software of the Company.

Exclusions of liability

14.1 Notwithstanding anything to the contrary, OTPless, its successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives shall in no event be liable to the User or any other Person for:

• Any indirect, incidental, special, consequential, punitive, or economic loss, expense, or damage arising from or in connection with any access, use, or the inability to access or use the Website, OTPless Software, or OTPless Services.
• Any downtime costs, loss of revenue or business opportunities, loss of profit, loss of anticipated savings or business, loss of data, loss of goodwill, or loss of value of any equipment including software.
• Any loss or damage arising as a result of disclosure or hacking of the User’s login details and password, or improper usage, failure, or malfunction of any computer or mobile phone, electricity outage, or other telecommunications equipment.

14.2 OTPless shall not be liable for any inconvenience, loss, cost, damage, or injury suffered by the User or any third Person arising from or caused by:

• Acts or omissions of any third party including participants, interviewers, equipment or software providers, service providers, or network providers (including telecommunications providers, internet browser providers, and internet access providers), or any agent or subcontractor.
• Theft or loss of the User’s computer, mobile phone, data, login details, password, or hardware.

Notwithstanding anything to the contrary, in no event shall the Company or any of its directors, employees, agents and/or personnel be liable to the user or any person for any damages, liabilities, losses, and causes of action arising out of or relating to: (i) these Terms of Service, website, OTPless software, OTPless services, or any reference site, app, products or services; or (ii) the user’s use or inability to use the website, OTPless software, or other products or services of the Company or any reference site; or (iii) any other interactions with the Company; however caused and whether arising in contract, tort including negligence, warranty or otherwise, beyond or in excess INR 1,000, or any lower amount as may be permitted under applicable laws, whichever is less.

14.3 OTPless shall make all best efforts to provide uninterrupted services subject to downtime and regular maintenance. The User acknowledges that the Website or OTPless Services provided through OTPless Software may not be uninterrupted or error-free or free from any virus or other malicious code. In the event of interruption, OTPless shall use best endeavors to restore access as soon as reasonably possible.

14.4 OTPless is not responsible for any information or content uploaded by any User on the Website.

Third-party services

15.1 OTPless provides the User with access to third-party tools and services and certain content, products, and services available through OTPless may include materials from third parties which OTPless neither monitors nor has any control over. Third-party links on the Website may direct the User to third-party websites that are not affiliated with OTPless.

15.2 The User acknowledges and agrees that OTPless provides access to such links, websites, tools, and services “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. OTPless does not warrant and will not have any liability or responsibility for any third-party materials or websites.

Intellectual property

16.1 All Intellectual Property Rights in the Website, OTPless Services, and OTPless Software belong to OTPless and OTPless shall remain the sole and exclusive owner. Nothing in these Terms shall operate to transfer any Intellectual Property Rights beyond the specific licenses agreed in writing.

16.2 No part of the Website or OTPless Software may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works, or otherwise commercially exploited in any manner without OTPless’s prior written permission.

16.3 The User shall not claim any rights or interest in the Intellectual Property Rights of OTPless or its partners. The User shall not alter, tamper, vary, modify, change, disassemble, decompile, or reverse engineer any Intellectual Property Rights of OTPless (collectively, “IP Property”), or permit others to do so. This includes:

• Converting the IP Property from machine-readable form into human-readable form.
• Disassembling or decompiling the IP Property.
• Examining machine-readable object code that controls the IP Property’s operation.
• Performing any other activity related to the IP Property that could be construed as reverse engineering.
• Making any alteration or change to the IP Property without the express prior written consent of OTPless.

16.4 The User shall immediately inform OTPless of any infringement or suspected infringement of the Intellectual Property Rights of OTPless. OTPless shall have the sole and absolute discretion to take a decision regarding any action.

Indemnification

The User agrees to indemnify, defend, and hold harmless OTPless and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees (“Indemnified Parties”), from all claims, demands, losses, costs, fees suffered or incurred by the Indemnified Parties due to or arising out of the User’s breach of these Terms of Service or the documents they incorporate by reference, or the User’s violation of any law or the rights of a third party.

Waiver

If OTPless does not exercise a right under these Terms of Service, that shall not constitute a waiver of such right. Waiver of any right, remedy, or breach shall not be viewed as a waiver by OTPless, unless specifically agreed by OTPless in writing.

Force majeure

For purposes of these Terms of Service, “Force Majeure Event” means any event or circumstance, regardless of foreseeability (including without limitation an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; criminal, revolutionary, or terrorist activity), that: (a) was not caused by a party; and (b) prevents that party from complying with any of its obligations pursuant to these Terms of Service (other than an obligation to pay money). If a Force Majeure Event occurs, OTPless will be excused from performing those obligations rendered un-performable. During a Force Majeure Event, OTPless shall use reasonable efforts to limit damages to the User and to resume performance.

Relationship of the parties

The User agrees that no joint venture, partnership, employment, or agency relationship exists between the User and OTPless as a result of these Terms of Service, the User’s use of the Website or OTPless Software, or the availing of services from OTPless.

Assignment

The User shall not assign or transfer the rights and obligations under these Terms of Service, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, without OTPless’s prior written consent. OTPless may assign or transfer the rights and obligations contained in these Terms of Service to any Person.

Governing law and jurisdiction

These Terms of Service and any Order Form will be governed by the laws of India without any application of conflict-of-laws principles.

In case of any differences, disputes, or disagreements between the User and OTPless, the dispute shall be resolved by a sole arbitrator appointed by the mutual consent of the User and OTPless. The seat of arbitration shall be New Delhi and the language of arbitration shall be English.

Confidentiality

OTPless shall keep confidential all Confidential Information of the User. However, OTPless may disclose any Confidential Information if and to the extent:

• The information is or becomes freely available in the public domain (other than due to breach of these Terms).
• The disclosure is required by law, order of any court, governmental, or regulatory body, provided that prior to disclosure of any information, the Receiving Party shall promptly notify the Disclosing Party of such requirement.
• The disclosure or use is required for the purpose of any proceedings arising out of these Terms.
• The disclosure of information by a Receiving Party to its directors, employees, or professional advisers on a need-to-know basis, provided that such persons are duly bound by written obligations of confidentiality and non-disclosure at least as stringent as those provided under these Terms.

Data protection

24.1 OTPless undertakes that any personal data of the User’s customers, employees, or any other person collected while providing OTPless Service to the User (“User’s Data”) shall be used by OTPless only for the purpose of providing and improving OTPless Service.

24.2 OTPless undertakes that it shall not share the User’s Data obtained by it due to the usage of the OTPless Software by the User with any third party.

24.3 User represents and warrants to OTPless that it has obtained and shall at all relevant times obtain all consents and permissions required under applicable law in respect of the collection and processing of User’s Data for the purposes of providing OTPless Services to the User.

24.4 OTPless shall keep User’s Data secure and shall employ security practices as required under applicable laws to protect, store, and process User’s Data. OTPless shall immediately notify the User in case of any unauthorized use or access to the User’s Data.

Contact information

25.1 Questions about these Terms of Service should be sent to OTPless to Tanmay Sagar ([email protected]). Any notices to OTPless in connection with the Website, OTPless Services, OTPless Software, or these Terms of Service must be sent to the details given below:

25.2 Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt.

25.3 OTPless may give telephonic notice to the User by calls, by messaging to the telephone number, or by email to the email address available on record. The User agrees that in case there are any changes in any information provided by the User to OTPless, including phone number, email address, and other contact details, the User will be solely responsible to update them regularly. The User agrees that all agreements, notices, disclosures, and other communications that OTPless provides electronically satisfy any legal requirement that such communications be in writing.

Non-solicit

From the date of expiry or termination of the Order Form and till a period of 1 (one) year, the User shall, without OTPless’s prior written consent, hire, engage, or solicit the employment of any person who is or was during the term of the Order Form employed by OTPless.

Cumulative rights

The rights and remedies of OTPless provided in these Terms of Service are not exclusive, but are cumulative upon all other rights and remedies to the full extent allowed by law.

Entire understanding

These Terms of Service, together with the Privacy Policy and any Order Form executed between the User and OTPless, constitute the entire understanding between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, or representations.