Annex 1: General Terms
 

1. Representation and Warranties: Partner represents and warrants that:

1. It is duly incorporated and validly existing under the laws of Bangladesh and has the power and authority to enter into and perform this Agreement and to grant the rights granted herein.
2. The execution and performance of the Agreement does not and will not violate or conflict with any undertaking, contract or arrangement with the respective Parties may have with any third party or any law, regulation, ruling or requirements of any government authorities.
3. It shall act in good faith towards the other Party and use its best endeavors to give the other Party such assistance and co-operation as that other Party reasonably requests for the performance of this Agreement.
4. Partner has all the necessary rights, easements, licenses and interests to enable it to operate the Business which are valid and operative;
5. It has all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business, more particularly for the provision of the scope of operation under this Agreement.
6. Other than the rights granted to GP under this Agreement, BTRC approvals/intimations and/or any other permissions, licenses, if any, as are required from any other Government authorities are to be obtained by Partner to provide the services under this Agreement.

2. Intellectual Property Rights (IPR): Each Party shall retain all rights, title and interest to the Confidential Information and intellectual property rights, including but not limited to copyright, trademarks, patents, registered and industrial designs in their respective services and constituents thereof (hereinafter collectively referred to as “Intellectual Property Rights” or “IPR”).

1. Partner shall retain all rights, title and interest to the Intellectual Property Rights attaching to the Application.
2. Between GP and Partner, all Intellectual Property Rights relating to the GP DOB API are owned and reserved by GP. Except the limited licenses as expressly granted hereunder to Partner & Partner shall not have any rights, titles, interests or licenses in relation to the GP DOB API at any time.
3. Partner guarantees that it has not infringed or does not infringe or shall not infringe the IPR of any third party so far as related with the service or product to be provided under the Contract. Partner shall indemnify GP against any costs and consequences as a result of such infringements.
4. Subject to forgoing provisions, all maps, drawings, photographs, plans, reports, estimates, recommendations, documents, and all other data compiled by or received by the Partner under the Contract shall be the property of GP, shall be made available for use or inspection by the GP at reasonable time and in reasonable place, shall be treated as confidential and shall be delivered only to GP’s authorised officials on completion of work under the Contract.
5. Partner shall refrain from all sorts of unauthorised use of GP’s IPR. In violation of this provision GP reserves the right to take available legal action against the Partner.
6. Partner and the Partner Application shall not infringe, violate or misuse of any intellectual property rights of any third party at any time, including without limitation, copyright, trademark, trade secret, patent and any proprietary information.

3. Non-exclusivity: Parties acknowledge that this Agreement is non-exclusive, and each party may, at its sole discretion and from time to time, enter into similar agreement with other third parties.
    
4. Information Security: Partner shall at all-time keep its systems updated with all necessary security measures and tools to ensure the confidentiality, integrity and availability of the systems, customer data and data of GP. Partner shall at all time and solely at its cost, comply in full of the information security requirements as amended and notified from time to time by GP.
    
5. Indemnity: Partner shall not do anything that may jeopardize, harm, destroy and/or damage the reputation or image of GP. Partner shall defend, indemnify and hold GP harmless from and against any loss, cost, expenses, demands, liabilities or damage, fines, charges directly arising out of or in relation to the following: (a) a claim by a third party against GP alleging that Partner or Partner's Application infringes any Intellectual Property Rights of such party, (b) a claim resulting from Partner’s breach of any provision of this Agreement or applicable law.

All indemnities given under this clause shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of any other party and shall apply irrespective of any claim in tort, under contract or otherwise at law. If either party becomes aware of any incident likely to give rise to a claim under the above indemnities, it shall notify the other and both parties shall cooperate fully in investigating the incident.

6. No Limitation of Liability: If GP is fined/penalized for any content or Application or for non-compliance of Partner, Partner shall be charged the amount at actual that is finalized by the court/other competent authority for that particular content/service/event/incidence or whatsoever as per the indemnification provided by Partner. For the sake of clarity, there shall be no limitation of liability applicable for such non-compliance of the Partner.
    
7. Governing Law: The Parties hereby agree and acknowledge that this Agreement and all the terms, conditions and provisions therein shall be governed by and construed in accordance with the Laws of Bangladesh. That the Parties shall submit to the exclusive jurisdiction of the Courts of Dhaka, Bangladesh.
    
8. Customer ownership: GP owns its customers and their data who use a GP connection and use Partner services using GP’s Network, platform and APIs. Partner owns its customers who use the Application/Service upon accepting Partner’s end user terms, i.e. the subscribers of the service offered by the Partner.
    
9. Data Processing: The Parties hereby agree and acknowledge that GP can collect, use, store,  process and transmit the transaction and usage behavior data of its customer who are using the DOB API and the Application that includes DOB API to offer any improved service and experience to the end users in accordance to GP’s end user terms and privacy policy. Partner shall ensure the use of customer data by Partner and GP are acknowledged by customers through end user terms prior to the customers have started using the Application.
    
10. Update of Terms: GP reserves the right to periodically update the applicable terms for using GP API services. GP will notify partner through portal or e-mail about such updates with effective date and those updated terms will be integral part of this agreement from the effective date. All updated terms automatically take effect instantly after they are published in the portal. By continuing to use of the GP API services shall mean the partner has accepted the updated Terms.
     
11. Publicity: Partner hereby agrees that no news releases, public announcements or publicity statements, messages or notices shall be released by Partner concerning this Agreement or the GP API Hub or any contract or subcontract resulting there from without the prior written approval of GP.
     
12. Relationship: This agreement does not create any agency, supplier, vendor or joint-venture relationship between the parties. This agreement is not assignable or transferable by either party without the prior written consent of the other party.
     
13. Confidentiality and Non-Disclosure:

1. “Confidential Information” as used in this Agreement shall mean any information  or material which is proprietary to the Disclosing Party or designated as “Confidential Information” by the Disclosing Party whether or not owned or developed by the Disclosing Party, which is not generally known by the Receiving Party or the Receiving Party’s personnel, and of which the Receiving Party may obtain knowledge through or as a result of the relationship established hereunder with the Disclosing Party, access to the Disclosing Party’s premises, or communications with the Disclosing Party’s employees or independent proposers. For avoidance of doubt, “Confidential Information” shall include information disclosed by the Disclosing Party related to the Purpose of entering this Agreement.

2. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; or (d) is independently developed by Recipient. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice.

3. Unless the parties otherwise agree in writing, Recipient’s duty to protect Confidential Information expires five years from disclosure.

4. Either Party may disclose confidential information to the extent required by Applicable Law. But the disclosing party must promptly notify the other party in writing of the required disclosure and assist in obtaining, at their own expense, a protective order preventing or limiting the disclosure.

14. Lawful Interceptions: Partner agrees to co-operate with any law enforcing agencies of Bangladesh for lawful interception requests, at its own cost, in relation to the Application and DOB API service provided to the end user under this agreement. 
     
15. Record Keeping: Partner shall maintain all Relevant Records in a secure and suitable facility readily accessible to GP, during the Term of this Agreement and for a period of 1 year thereafter.
     
16. Binding Effect: This Agreement shall be binding upon each of the Parties hereto and their respective successors in title and permitted assigns.
    
     

Annex 3: Partner Service or Application Specific Terms

1. Complying Regulations: Partner warrants that it has obtained, complied with and conformed to and will ensure that it obtains, complies with and conforms to all necessary acts, conditions, approvals, consents, authorizations, licenses and agreements required to be done, fulfilled or performed in order to:- (i) Enable the Partner to lawfully enter into, exercise its rights under and perform the obligations expressed in this Agreement ; (ii) ensure that the obligations expressed by Partner in this Agreement are legal, valid, binding and enforceable.
    
2. Business Operation: Partner shall conduct its business affairs relating to the Application and its obligations under this Agreement in a professional, efficient manner and with all due diligence. Partner shall at its own costs be responsible for matters in relation to the Application and ensure that all contents of the Application shall comply with all the laws, content code, regulation and/or direction from the relevant authorities.
    
3. Development, Testing and Integration: Partner shall perform complete development and full testing of the Application before offering to the end user. Partner shall engage its resource at its own cost for any development, testing as well as to integrate with GP’s API and to maintain the integration.
    
4. Service and Content ownership and Liability: Partner shall take full ownership and liability of the content and service of its application and should not violate any policy regarding Digital Content set by the Govt. of Bangladesh. The provision of the Application conforms to and is following all laws including but not limited to data protection, licensing, copyright, trademark, patents and other intellectual property laws.
    
5. Information and Content Accuracy: Partner shall provide completely accurate, licensed and authorized information or content through its services for subscribers at all the times and will never by any means provide incorrect, ambiguous, misleading and/or unauthorized information to the subscribers. In case of user generated contents, partner must ensure end user terms accepted by the users before using the application that ensure responsibility and accountability of end users related to the authenticity, accuracy, legal and compliant information and content publishing or sharing using the Partner’s application platform. Partner shall be solely liable for any incorrect, ambiguous, misleading and/or unauthorized information and will take full responsibility arising from such information/action and will compensate in any way GP considers necessary to compensate or indemnify for the loss caused due to such action.
    
6. Application Performance: Partner agree that it shall ensure uninterrupted delivery of the Content or Service from the Application according to the service model for end users. Partner shall ensure that the Application is and shall be always free from viruses, worms, Trojan horses, cancelbots or other harmful, destructive and/or deleterious files or programs. Partner also agrees that the Application shall not spam or scam customers by any means.
    
7. Access Authorization and Protection: Partner shall protect its own Application and equipment including the equipment of any of its appointed third-party sub-contractor against unauthorized access physically and electronically. Partner warrants that it’s Application shall not cause instability to GP's Infrastructure in any way that Partner shall immediately notify GP of any possible instances that could cause instability to GP's Infrastructure.
    
8. Content Guideline: Partner agrees to comply with the following content Guidelines while provide service through the Application which use GP’s API Service.
   
   8.1 Application and Content Delivery: Partner shall at all times deliver the actual committed content/application/service to end user and shall not provide any different service / content other than the services/contents which are communicated prior purchase to the end user and are communicated to GP and other regulators for the approval of the related service. Partner shall not double deliver any of the Service/Content or deliveries against a single transaction, those are similar-to earlier deliveries that the subscriber perceives those identical (ex. duplicate SMS content, duplicate digital content etc). Partner shall not remove contents from customer account within the promised validity period after purchasing, wherein the validity period and modality needs to be clearly displayed to customer before purchase in accordance to the applicable regulatory guideline.
   
   8.2 Restricted Content Types: The Application/Service of the Partner shall not be libelous and/or does not contain any text, graphics, music, sound, art, multimedia work and/or other material, information and/or data which 
   1. contains any elements that is contrary to law including but not limited to elements which promotes or encourages defamation, theft, fraud, drug-trafficking, money-laundering, Gambling or terrorism;
   2. contains nudity or is pornographic or excessively obscene, indecent, abusive, offensive or menacing;
   3. incites violence, sadism, cruelty or racial or religious hatred;
   4. contains blatant bigotry;
   5. contains any element which may deem offensive to the public at large and/or GP;
   6. violates privacy or exposes sensitive personal & confidential information;
   7. may be treated as spam, misleading metadata, link, scam, spyware, malware, spoofing, phishing or threats for end users
   8. may imply any sort of child endangerment;

8.3 Customer Experience Best Practices: Partner shall, at all-time, comply with any regulatory guideline from relevant regulatory authorities in Bangladesh, including but not
limited to, BTRC and

1. Partner must display content modality including price, validity and conditions clearly to end users before purchase to ensure transaction with customers’ informed consent.
2. Due to changes in market adoption and regulation, GP exercise various practices to protect customers’ interest for ensuring customer experience. Partner shall acknowledge and adhere to such best practices time to time as shall be informed by GP.
3. Partner shall put reasonable effort to adhere GP's best practice policies for customer experience while offering its service to the end users through its application.

8.4 Consequence from inappropriate Content through Partner Application: GP reserves the right to suspend/ withheld / block the API Service and the Application
and/ or lawfully claim damage/ penalize the Partner if any content contains any elements of any of the followings:

1. Nudity or sexual Content: If content/service is intended to be sexually explicit.
2. Violent or graphic Content: It’s not okay to post violent or gory content that’s primarily intended to be shocking, sensational, or disrespectful.
3. Harmful or dangerous Content: Content that incite others to commit acts of violence are strictly prohibited. (For e.g. if any content asks others to commit an act of violence or threatens people with serious acts of violence, for example contents like blue whale.)
4. Hateful Content: Hate speech refers to content that promotes violence against or has the primary purpose of inciting hatred against individuals or groups based on certain attributes, such as race or ethnic origin, religion, disability, gender, age, sexual orientation/gender identity.
5. Harassment and Cyber bulling:
   1. Abusive content, comments, messages
   2. Revealing someone’s personal information, including sensitive personally identifiable information such as National ID, passport numbers, or bank account numbers.
   3. Deliberately posting content in order to humiliate someone
   4. Making hurtful and negative comments/videos about another person
   5. Unwanted sexually explicit content, which encompasses sexual harassment or sexual bullying in any form
   6. Incitement to harass other users or creators
6. Compliance to Law: Partner shall not distribute any content in contravention to the prevailing laws of the country.

9. Payment of royalties and any other copyright Fees: Partner shall be solely responsible for the accounting of and payment of the royalties and fees payable to the service and copyright owners or developers or their agents in relation to the use and/or reproduction of the compositions and literary works subsisting in the Application;
    
10. Dispute with Content Owners: In the event of any dispute between Partner and Content Owners or change in Control of Partner, it shall be the responsibility of Partner to take all necessary steps to ensure continuity in provision of the Content. Any failure of Partner to comply with the obligation set out in this Clause shall be deemed to be a material breach of this Agreement.
     
11. Fraud Prevention: The Application should have technical capability to stop/avoid any sort of fraudulent activity.
     
12. Fault Notification: Partner shall immediately notify GP in case it discovers that there are inaccuracies, discrepancies, faults, hacking and/or mistakes in the content or services of the Application. In such cases, GP reserves the right to immediately remove the Application from transmission or to withhold the Application from being transmitted or to revoke the API access for the Application upon receiving such notice from Partner.
     
13. Customer Service: Partner is solely liable and shall take complete responsibility for addressing any responsibility/ liability /complain, including but not limited to, Customer complain/query/request, which shall arise from their Application or services, which has been integrated with GP’s API Service. GP shall in no event be responsible and/or liable for the Partners’ services/contents/deliverables. Partner shall be solely responsible to provide feedback of customer query/complains within 24 hours from the time of such query/ complain has been raised.
     
14. Reputation Protection: Partner shall not do or allow to be done anything by the end users of the Application that may jeopardize, harm, destroy and/or damage the reputation or image of GP.
     
15. Promotion using GP Brand: Partner shall take prior vetting and confirmation in writing from GP prior to execution of any promotional campaigns of its applications/services if the promotion includes GP’s logo/name or in relation to the DOB API service or any other information directly or indirectly related to GP.