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[Last Updated: June 08, 2020]

Grameenphone API Service Agreement: DOB API

Grameenphone Ltd., a public limited company with registration number C-31531(652)/96, incorporated in Bangladesh under the Companies Act 1994, having its registered office at GP House, Bashundhara, Baridhara, Dhaka-1229, Bangladesh, (hereinafter referred to as the “GP”, which expression shall unless excluded therein, be deemed to mean and include its executors, assigns and legal representatives);

and

…………………………………………………………………….…. (registered under the laws of Bangladesh bearing the registration number or incorporation number ……………………………………….…. having its registered office at …………………………………………………………………………………., Bangladesh.

(hereinafter referred to as the “Partner”, which expression shall unless excluded therein, be deemed to mean and include its executors, successors-in-interest, assigns and legal representatives).

GP and the Partner are individually hereinafter referred to as a “Party” or collectively as the “Parties”.

1.Scope of Agreement

This agreement sets forth the terms and conditions under which GP and Partner will co-operate to offer GP’s Direct Operator Billing (DOB) API to end users across partner’s services under the scope and applicable Tariff limit for DOB as defined by the regulatory authorities.

GP will provide the DOB API for Partner so that the DOB Payment feature can be made available in the services. GP will collect the payment from end users as Collecting Agent and retain its part and make payment of the rest amount (Partner Revenue Share) to the Partner.

2.Definitions

“Agreement” shall mean this agreement including all the Annexes as described in this document and accepted by the Partner.

“Customer” shall mean end user who will consume the services.

“Subscriber” shall mean customers who use GP MSISDN and have provided their consent to subscribe for the Application or service provided by the Partner.

“Application” or “Partner Service” shall mean the App/Service/Contents from website or mobile app or service platform through which customer will consume Partner Service or Partner’s Merchants’ service in electronically.

“API Service” shall mean the API functionality for partner as offered by GP as part of this agreement to facilitate customers.

“Territory” shall mean the country Bangladesh, where Partner Application is offered to Customers.

“Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly in particular by reference to an identifier such as a name, an identification number (ex. MSISDN), location data, an online identifier or to one or more factors specific to the physical, psychological, genetic, mental, economic, cultural or social identity of that natural person.

“Gross Revenue” shall mean the revenue collected from Customer including VAT, SD, SC and any other charges, duties and fees as applicable according to the Law and regulation.

“Net Revenue” shall mean the revenue which shall remain after deduction of all the applicable tax, charges, duties and fees from the Gross Revenue.

“Refund Policy” shall mean GP’s policy for Refund in accordance to its own Adjustment Manual.

“IPR” shall mean intellectual property rights, including but not limited to copyright, trademarks, patents, registered and industrial designs of a party in their respective services and elements of such services.

3. Responsibility of GP

GP Shall make the DOB API available for the Partner through Developer web portal, from where Partner can securely access the API and Integrate with services.
GP shall make available the required credentials, Product IDs and other parameters for Partner to identify and charge different services to the customers.
GP shall provide a regular report to Partner to understand user numbers and transactions through the API Service.
GP may at its own discretion decide to promote any Partner Service to its customers through campaigns or marketing channels.
GP shall make payment to the partner periodically according to the Payment section of this Agreement.
GP shall forward customer complaints regarding the services to the Partner for ensuring proper customer support
In case of charging complaints GP shall refund the customer directly according to GP’s refund policy and adjust the refunded revenue during next Payment cycle. For any such refund reconciliation GP’s decision shall be final and binding.
GP shall reserve the right to discontinue API service to any service which is in violation of any applicable laws or any terms as mentioned in this Agreement.
GP reserves the right to amend this Agreement as and when GP deems reasonably necessary.

4. Responsibility of Partner

Partner shall comply with all applicable laws and the licensing requirements of Bangladesh including but not limited to the licensing requirements in respect of the Application as stipulated by any regulatory authorities, copyright, trademark, data protection, privacy, patents and other intellectual properties for the services provided using the API Service as part of this Agreement.
Partner shall avail proper regulatory approvals for DOB before offering the Service integrated with GP’s API to Customers. Partner shall be solely responsible and liable to any relevant regulators for complying with regulatory approval requirements for offering the Application in the Territory.
Partner shall be solely responsible for promoting their Application or Service at its own cost and expense.
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 by Customer.
Partner shall grant GP a non-exclusive, royalty-free, non-transferable license to use the trademarks and logos depicted in the trademark guideline solely for the marketing and distribution of the services.
Partner shall co-operate with GP and / or Government Authorities in case of any requirement for reporting or investigation alleging a violation of any law, rule, regulation or directive while providing the service in connection to this Agreement.
Partner shall make available applicable End User terms including GP’s API Service End users Terms and where applicable, Service Provider’s Privacy Policy, for the Services offered to end users.
Partner shall comply with the Partner Service or Application Specific Terms as described in Annex 3 to this Agreement to ensure Applications shall always conform to the socio-cultural values, norms, practices, beliefs and heritage of Bangladesh.
Partner unequivocally agrees that it shall ensure uninterrupted delivery of the Content. 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. Upon a failure by Partner to ensure continuity in delivery of the Content as required under this Clause GP shall be entitled, in addition to its other rights under this Agreement, to procure the Content directly from Content Owners.

5. Business Model for DOB API Service

Partner shall offer the services to Customer or End Users where GP API services allow Partner to integrate capability inside the Application to collect and process Payment through DOB API. GP as a collecting agent, collect the payment from end users Mobile Airtime Balance and after retaining GP’s revenue share, make payment of the rest amount (Partner’s revenue share) to the Partner. revenue share for offering DOB API Service can be revised on a periodic basis. GP reserves the right to revise the revenue share as and when necessary provided that the Partner shall be notified in writing forthwith of any changes.

GP’s standard Revenue Share for DOB API Services will be 30% of Net Revenue excluding any applicable duty, TAX or surcharges. For any specific Service, if that requires a different revenue share as exception from standard revenue share, Partner will need to mutually agree and sign an addendum to this agreement, specifying the service and business model.

6. Payment and Tax

6.1 Payment Terms:

All payments shall be made in Bangladesh Currency, i.e. in Taka.
The payment shall be made within 60 (sixty) Days from the receipt of correct invoice and the VAT 11 or equivalent note from the Partner in favor of Grameenphone Ltd. GP will deduct the applicable withholding tax at the time of payment under this Agreement.
The payment shall be made by issuing A/C Pay cheque or EFTN or pay order according to the prevailing financial policy of GP.
Partner shall deposit applicable VAT through treasury deposit challan as per VAT Act.
In case Partner needs to do outward remittance from Payment received to Service Provider, Partner shall use legal bank channel to transfer the amount and shall provide monthly transaction reports to GP within seventh (7th) day of following month to comply with requirements from Regulators.
If and where applicable, GP may, at its sole and absolute discretion set-off any actual applicable amount owing by the Partner including over-payment paid to the Partner or effect from customer refund or overcharging or undercharging to end users by Partner provided that GP informs the Partner of the set-off as soon as practicable.
Any report and payment made by GP shall be final and conclusive and GP shall not be responsible for any claim by any third party on the Application provided by Partner to the Customers.
GP reserves the right to amend or change the payment process (as described in Section 6.2) with one-month prior notice (through registered contact email address) to the Partner.

6.2 Billing and Payment Process

GP will maintain the billing information of revenue earning from the services for its end users.
GP will comply with regulatory directives to calculate Net Revenue for Services offered using DOB. Local Partner will include applicable taxes while requesting charging towards end user and Net revenue will be exclusive of any telco VAT, TAX and service charges. For Avoidance of Doubt, GP will pay BTRC Revenue share from its own revenue share earned from DOB Services, while a registered TVAS license-holder Partner will pay BTRC Revenue share from their Revenue earned and received in accordance with Regulatory Guidelines for TVAS.
The Parties hereby agree that GP shall deduct the its revenue share from net revenue generated through Partner Applications from Customers using DOB API Service under this Agreement and make payment of the rest amount to the Partner according to the ratio specified in Business Model (Section 5) of this Agreement.
In case of any identified incidents in a billing cycle or complaints from customer, GP will refund customer according to refund policy and will adjust the amounts in invoices of following payment cycle.
In case of billing related discrepancy, GP’s decision will be final to reconcile the revenue figure. VAT, TDS, Surcharge or any other regulatory duty amounts will be adjusted accordingly.
Invoicing:

GP shall provide periodic billing statements through portal or e-mail for invoicing.
The Partner shall issue the invoice along with the VAT 11 or equivalent note approved by NBR mentioning GP House address & GP’s VAT registration number (000000081) for its share of revenue for each calendar month within 7 working days upon receiving the billing statement from GP. Applicable VAT shall be separately stated in the invoice.
The invoice and the VAT 11 or equivalent note shall refer to this Agreement Number and be issued to the address as set out below:

Grameenphone Limited,
GPHouse, Bashundhara,
Baridhara, Dhaka-1229,
Bangladesh

6.3 TAX

Each party shall bear their own taxes and duties imposed upon them in connection with this Agreement or any other transaction as contemplated by this Agreement.
GP will pay the Partner its portion of revenue after deduction of applicable Tax at source and VAT as directed by the concerned authorities or in accordance with the law applicable from time to time in this regard and provide certificate of such deduction. If any surcharge is applicable on the respective service category based on any regulatory instruction, the concern circular or guideline will be followed.
GP shall be entitled to withhold any withholding tax or related taxes from such payment of revenue share based on the invoice if required by the applicable law at the prevailing rates. GP will have no obligation to pay any additional amount to the Partner in relation to the withheld amount.
If tax and VAT authority raise any demand regarding this agreement related transactions in any point of time and that found valid, the defaulting party shall be held responsible for that and such defaulting party shall compensate the other with the actual claim amount.

7.Term and Termination

Term: The term of the Agreement shall be for a period of 2 (two) year from the date of signing of this Agreement. The Effective Date of this Agreement is the date this agreement is accepted or signed by the Partner.
Termination: Either Party shall be entitled to terminate this Agreement by giving Thirty (30) Days prior written notice (inclusive of emails) to the other Party without assigning any reason whatsoever. Each party shall be entitled to terminate this Agreement with immediate effect by written notice to the other Party if:
1. The other Party ceases to do or reduces substantially the size and/or scope of its business; or
2. The other Party is in material breach of any provision of this Agreement. For the avoidance of doubt, material breach shall include non-performance of any obligation and non-compliance with any requirement as set herein above under the Agreement

Upon termination of this Agreement, Partner shall immediately cease to use the GP DOB API or any API Product/Services in any manner. GP shall immediately stop rendering any API Service to Partner without giving any prior separate notice. Upon termination of this Agreement, both Parties shall cease to be entitled to use the other Party's name or refer to the other Party in all its subsequent messages, notices, promotions or advertisements.

Renewal: After the period defined in Section 7A (Term), this Agreement shall be renewed automatically for succeeding terms of 1 (one) year each (“Renewal Term”) and maximum 3 (three) Renewal Terms unless either party serves Termination notice to the other party of at least 30 (thirty) calendar days prior to the expiration of any term of said party’s intention not to renew this Agreement. During any Renewal Term, the terms, conditions and provisions set forth in this Agreement shall remain in effect unless modified in accordance with Clause 3 of this Agreement.

8. Notice

Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally, or by post, email or facsimile to the addresses given in this Agreement or at such address as the recipient may have notified to the other Party. Operational Notices will be provided to the designated business Managers while Legal Notices will be provided to the respective Head of Legal Departments.

9. Survival

Upon the effective date of any termination or expiration of this Agreement, Clause 2 (Definitions), 6 (Payment and Tax), 9 (Survival), Annex 1 Section 1( Representation and Warranties), Annex 1 Section 5 (Indemnity), Annex 1 Section 6 (No limitation of liability), Annex 1 Section 13 (Confidentiality and Non-Disclosure) and any other provision that, by its terms, is intended to survive the termination or expiration of this Agreement, will remain in full force and effect.

10. Acceptance of Agreement

Partner hereby agrees and accepts all the above clauses as well as all the following Annexes attached which shall be construed as an integral part of this Agreement.

Signing Text

Yes, I have read and agreed to all the terms and conditions of this Agreement. By clicking and accepting this Agreement, I represent and warrant that I have authority to bind the entity named below to these terms and conditions as described in this Agreement.

Company Name : …………………………………………

Person Name : …………………………………………

Designation/Title : …………………………………………

Contact Email : …………………………………………

Company Address : …………………………………………

City : …………………………………………

Country : Bangladesh

Notes:

A copy (PDF Version) of this Agreement will be sent to you at the email address provided in your account.
This is online generated soft version of agreement that will have full legal obligations as of hard signed version.

Annex 1: General Terms

Representation and Warranties: Partner represents and warrants that:

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.
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.
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.
Partner has all the necessary rights, easements, licenses and interests to enable it to operate the Business which are valid and operative;
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.
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.

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”).

Partner shall retain all rights, title and interest to the Intellectual Property Rights attaching to the Application.
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.
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.
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.
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.
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.

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.
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.
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.

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.
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.
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.
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.
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.
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.
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.
Confidentiality and Non-Disclosure:

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

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.
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.
Binding Effect: This Agreement shall be binding upon each of the Parties hereto and their respective successors in title and permitted assigns.

Annex 2: DOB API Service Specific Terms

Scope for using DOB API: Based on current BTRC directive (Dated 03 Dec 2018), eligible services for DOB are
1. Digital content-based services
2. All kinds of Application of Application stores and related in-app purchases from Applications
3. Online utility bill and all kind of e-ticketing
4. All kind of electronically consumable services.

Partner Application and Services shall be available through a “digital” or “online” platform, which can be consumed electronically to comply with the above scope.

Regulatory Compliance: Partner shall abide by any and/or all directive, procedures and/or policies which relates to the provision of the Application, product and/or services as may be reasonably set by any regulator and communicated by GP from time to time.
System Capacity and Limits: GP will configure the system for transactions such as TPS limits, API call limits etc dynamically based on historical usage by the partner or based on partner forecast and request to ensure optimum and fair utilization of the platform. In case of additional capacity requirement due to any upcoming planned campaign, partner shall inform GP well ahead and GP will at its own discretion provide support for such requirement.
Explicit Customer Consent: Partner shall use the API to charge customers for their purchase with explicit customer consent.
End user charging: Partner shall ensure that there will be no unauthorized charging using the API provided by GP. Charging of end user shall be strictly as per provisions of this Agreement and the relevant applicable plan rules, regulations and approvals. The Application must have the technical capability to notify their end customer with detail information including but not limited to price, validity, subscription, charging modality before any charging transaction using the API.
Overcharging and Undercharging: Partner shall not overcharge the subscribers for any of its content or service. If such deviation from the tariff or user price for the service or content occurs, the Partner shall promptly inform GP to ensure refund to the subscribers for all overcharging attempts within 5 (five) days. In the event of repetitive incident of overcharging GP reserves the right to impose fine on the Partner as per it’s business Practice and policy. Repetitive shall mean the occurrence of the same incident for more than once.
Customer Complaints: GP shall entitle customer complaints or request related to the DOB API and charging of customers related to the API service and upon request/ complaint from the subscribers, GP can change the customer status (activate /subscribe / deactivate /unsubscribe) in relation to the Application using DOB API and also can process any refund in accordance to GP’s Refund Policy for end users.
Refund: Based on customer complaints or Partner notification related to any charging issues, GP can process refund to the end users using the Partner Application. Refund shall be either adjusted from the Partner’s monthly bill or the Partner shall be given the option to give the refund through recharge or balance transfer (if only GP provides the consent to do so).
Monitoring: Partner shall check daily the proper charging requests including but not limited to accurate price point, interval of charging requests for their Application and is responsible to inform GP of any problems within 6 hours of such event occurring.
Notification of Downtime and Maintenance: GP shall upfront notify partner upfront for any planned maintenance work in its platform which will impact live services using DOB API and Partner shall take reasonable effort to inform and update customers regarding such DOB service downtime for planned maintenance work. In case of any unplanned downtime due to any incident, GP shall promptly inform partner over email notification.
Marketing Materials: Partner shall provide to GP all necessary and approved marketing assets and materials for marketing purposes for any campaign requirements.
Use of Customer Data: Partner shall not use or exploit any Personal Data of end users for any purposes other than is strictly necessary for the performance of the Application. Partner shall ensure proper end user terms and privacy policies stating explicit customer consent for use of Customer data by Partner and sharing such data with any third parties. Partner shall only use or process MSISDN of Subscriber(s) subject to all the following conditions:
1. only upon obtaining active explicit consent of customer;
2. directly obtained by the Partner;
3. strictly as necessary for the performance of the Application and
4. as per applicable laws and regulations.

No Resell or Redistribution: Partner shall not resell/redistribute the features from DOB API to other third parties without obtaining prior written confirmation from GP. For the sake of clarity, Partner shall not be entitled to offer GP’s DOB API or any of its feature to any other third-party application or service without obtaining prior written confirmation from GP.
Information Disclosure: Partner agrees that all information provided to GP, which may or may not include Personal Data, has been fairly and lawfully obtained and that it has the authority to disclose such information to GP for the purposes of fulfilling the intended transaction between GP and the Partner or for any other purposes as may be required by law.

Annex 3: Partner Service or Application Specific Terms

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.
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.
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.
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.
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.
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.
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.
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

Partner must display content modality including price, validity and conditions clearly to end users before purchase to ensure transaction with customers’ informed consent.
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.
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:

Nudity or sexual Content: If content/service is intended to be sexually explicit.
Violent or graphic Content: It’s not okay to post violent or gory content that’s primarily intended to be shocking, sensational, or disrespectful.
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.)
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.
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
Compliance to Law: Partner shall not distribute any content in contravention to the prevailing laws of the country.

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;
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.
Fraud Prevention: The Application should have technical capability to stop/avoid any sort of fraudulent activity.
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.
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.
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.
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.

*** END OF AGREEMENT ***

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