UNDERTAKING -CUM -INDEMNITY

Dated this _____ day of __________ 2014;

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 Obligees 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.
The Obligor shall not misuse and shall not mislead or
misrepresent the Obligee or any 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 verifi able 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 procedure
for the subscriber to opt out at any time during the six months
period from receiving such information;
that it shall obtain a fresh request from the subscriber every
six months for continuing to receive such information;
that it will intimate to the subscriber at least once in thirty
days about the procedure to opt out from receiving such
information;
that it will provide details regarding procedure to opt out from
receiving such information in every advertisement wherein
regarding the facility is published by it in any media;
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 required by the

Authority;
that
it
does
not
send
any
objectionable,
obscene,
unauthorized content, message 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 resources 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 verifi able 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 incurred in
connection thereto, suffered or paid or incurred by the Obligee or required
to be incurred, suffered or paid by the Obligee in connection with or
arising out of or in relation to or as a consequence of sending messagees
in contravention to the TRAI rules , regulations and/or guidelines using
Obligees 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 Obligees 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