IMPORTANT - PLEASE READ CAREFULLY - These Online Terms of Service, including all applicable Service Attachments, Order Forms, Acceptable Use Policy, and Data Processing Addendum, which are incorporated herein by reference ("Agreement"), constitute a binding legal agreement between Hello2Hello Technologies Pvt. Ltd. ("Hello2Hello", "we", "us", or "our") and the legal entity or individual identified in the applicable Order ("Customer", "you", or "your"). By accessing or using the Services, you accept and agree to be bound by this Agreement.
Capitalized terms used in this Agreement have the meanings set forth below or as defined elsewhere in this Agreement -
Customers may order Services by submitting an Order electronically via the Administrative Portal or the Hello2Hello website. An Order becomes binding when it is executed by Customer and accepted by Hello2Hello. Hello2Hello may accept an Order by commencing performance of the requested Services. The Services will begin on the Start Date identified in the applicable Order.
Hello2Hello provides the following categories of Services (availability may vary by region and subscription tier):
The Term of this Agreement commences on the Effective Date and continues until all Orders have expired or been terminated. The Services' initial term begins on the Start Date and continues for the period set forth in the Order ("Initial Term"). Upon expiration, Services automatically renew for successive periods equal in length to the Initial Term ("Renewal Terms") unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
All prices are set forth in the applicable Order Form and are denominated in the currency identified therein. Additional charges may apply if Customer activates additional features, exceeds usage thresholds, or orders additional Services. Recurring charges begin on the Start Date and continue for the Term. Hello2Hello will provide at least thirty (30) days' notice of any proposed increase in recurring charges, effective on the first day of the next Renewal Term.
Recurring charges are billed in advance in the frequency set forth in the Order. Usage-based and one-time charges are billed monthly in arrears. Unless otherwise stated, payment is due in full within thirty (30) days of the invoice date. Any payment not received when due will accrue interest at the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by applicable Law. Hello2Hello reserves the right to suspend or terminate Services if any fees remain unpaid for thirty (30) or more days past the due date.
All fees and charges are exclusive of applicable Taxes, which are solely Customer's responsibility. Taxes will be adjusted as required by competent authority. If withholding is required by Law, Customer shall gross up payments so that Hello2Hello receives the full amount as if no withholding had been applied.
Customers must submit written notice of any billing dispute within thirty (30) days of the invoice date, specifying the disputed amount and the basis for the dispute. Disputes do not excuse the obligation to pay undisputed amounts. Confirmed overpayments will be applied as billing credits. Any outstanding credits will be refunded upon termination or expiration of this Agreement.
Hello2Hello will provide the Services with commercially reasonable skill and care, in material compliance with applicable Law and the relevant Service Attachments. Hello2Hello may update, enhance, or replace features of the Services but will not materially reduce the core features or security of the Services during the Term without Customer's consent.
Specific uptime commitments, maintenance windows, incident response times, and remedies (including any service credits) are set forth in the applicable Service Level Agreement ("SLA"), which forms part of this Agreement. The SLA is available at the Administrative Portal or upon request.
Customer is responsible for providing first-tier support to its End Users. Hello2Hello will provide second-tier technical support to Customer's designated Helpdesk administrators, available 24/7 via the Hello2Hello Customer Support Center. Support tiers, response times, and escalation procedures are detailed in the applicable Service Attachment.
Customers may purchase Advanced Support or Managed Services from Hello2Hello, subject to the terms set forth in the applicable Service Attachment or Statement of Work.
Hello2Hello may provide any Services through Affiliates or subcontractors. Hello2Hello remains responsible for the acts and omissions of such subcontractors to the same extent as if performed directly by Hello2Hello.
The Services depend on Customer maintaining sufficient internet access, network infrastructure, and power as described in Hello2Hello's Technical Sufficiency Criteria, available upon request. Hello2Hello is not responsible for Service deficiencies attributable to Customer's failure to meet these requirements.
Customers and its End Users must use the Services only in compliance with this Agreement, all applicable Laws, and Hello2Hello's Acceptable Use Policy ("AUP"), available upon request. Customers must ensure that its End Users comply with the AUP. Any material breach of the AUP constitutes a material breach of this Agreement. Hello2Hello may immediately suspend or limit Services without prior notice if it reasonably suspects fraudulent or illegal activity, material AUP violations, or use that threatens the integrity of the Hello2Hello network.
Without limiting the AUP, Customer and its End Users must not use the Services to:
Hello2Hello provides emergency calling capabilities where technically feasible. However, VoIP-based emergency calling has inherent limitations compared to traditional telephone networks. Hello2Hello's full Emergency Services Policy is available upon request.
Customer acknowledges and accepts that -
Hello2Hello may offer call recording, monitoring, and transcription features. Customer is solely responsible for complying with all applicable Laws governing the recording and monitoring of communications, including obtaining any required consents from participants. Customer indemnifies Hello2Hello for any claims arising from Customer's unlawful use of recording features.
Customer's use of AI-Powered Features is subject to additional terms set forth in the applicable Service Attachment. Customers acknowledge that AI-generated outputs (including transcriptions, sentiment scores, and suggested responses) may contain errors and should not be relied upon as the sole basis for business decisions. Hello2Hello does not warrant the accuracy, completeness, or fitness for the purpose of any AI-generated output.
The provision, use, and porting of phone numbers used in connection with the Services are governed by Hello2Hello's Numbering Policy, available upon request. Customers do not own assigned phone numbers; numbers are allocated on a use basis and may be reclaimed upon termination or for regulatory compliance.
Either Party may terminate this Agreement or any Services, in whole or in part, upon written notice if the other Party: (i) commits a material breach and fails to cure such breach within thirty (30) days of written notice; (ii) is required to terminate by a governmental or regulatory authority following a change in Law; or (iii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings.
Customers may terminate Services with thirty (30) days' written notice, subject to applicable early termination fees as set forth in the Order Form.
Upon termination: (i) Customer's access to the Services will cease; (ii) Customer must promptly pay all outstanding amounts; (iii) each Party will return or destroy the other's Confidential Information; and (iv) Customer will have thirty (30) days to export Account Data before it is deleted. If Customer terminates due to Hello2Hello's material breach, Hello2Hello will provide a pro-rata refund of prepaid and unused fees.
Subject to Customer's compliance with this Agreement and payment of applicable fees, Hello2Hello grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and any associated software solely for Customer's internal business purposes during the Term. All rights not expressly granted herein are reserved.
Customer must not, and must not permit End Users to: (i) sublicense, resell, or distribute the Services without authorization; (ii) modify, adapt, or create derivative works of the software; (iii) reverse engineer, decompile, or disassemble the software; (iv) use the Services for competitive benchmarking; (v) remove proprietary notices; or (vi) create competing products or services.
Hello2Hello retains all IP Rights in and to the Services, software, platform, documentation, and any improvements or derivative works thereof. Nothing in this Agreement transfers ownership of Hello2Hello's IP to Customer.
Customer retains all IP Rights in Customer Content. Customer grants Hello2Hello a limited, non-exclusive, royalty-free license to access and use Customer Content solely to the extent necessary to provide the Services. Customer is solely responsible for obtaining all licenses, consents, and authorizations required in connection with Customer Content.
Neither Party may use the other's trademarks, service marks, or logos without prior written consent. Notwithstanding the foregoing, Hello2Hello may identify Customer as a customer (including use of Customer's logo) in its marketing materials, press releases, and earnings communications, unless Customer objects in writing.
During the Term and for three (3) years thereafter, each Receiving Party must: (i) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information (but not less than reasonable care); (ii) use Confidential Information only for purposes of performing its obligations under this Agreement; and (iii) disclose Confidential Information only to those employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.
Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was rightfully known to the Receiving Party before disclosure; (iii) is independently developed by the Receiving Party without reference to the Confidential Information; or (iv) is required to be disclosed by Law or court order, provided the Receiving Party gives prompt written notice to enable the Disclosing Party to seek protective relief.
Upon termination or expiration of this Agreement, each Receiving Party must promptly return or destroy all Confidential Information of the Disclosing Party in its possession and, upon request, certify such return or destruction in writing.
Hello2Hello processes personal data in accordance with the Hello2Hello Data Processing Addendum ("DPA"), which is incorporated by reference and available upon request. The DPA governs the respective responsibilities of the Parties under applicable data protection laws, including GDPR, CCPA, PDPB (India), and other applicable privacy regulations. Hello2Hello will provide notice of material updates to the DPA at least thirty (30) days in advance.
Hello2Hello implements and maintains commercially reasonable administrative, physical, and technical safeguards - including encryption in transit and at rest, access controls, and regular security assessments - to protect Customer's Account Data and Customer Content against unauthorized access, use, disclosure, or modification.
Customer is solely responsible for: (i) maintaining the security of all End User credentials and End Points; (ii) monitoring the Account for unauthorized or suspicious activity; (iii) promptly notifying Hello2Hello of any known or suspected security incidents; and (iv) promptly installing all software updates and patches provided by Hello2Hello. Hello2Hello is not liable for charges or losses resulting from unauthorized use of Customer's Account credentials.
Hello2Hello retains Customer Content and Account Data for the periods set forth in the DPA or applicable Service Attachment. Upon termination of this Agreement, Customer has thirty (30) days to export its data before Hello2Hello permanently deletes it, unless a longer retention period is required by Law.
Hello2Hello may from time to time push software updates and patches to End Points. Customers must not prevent or unreasonably delay such updates. Hello2Hello is not liable for service failures caused by Customer's refusal to implement required updates.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, COST OF SUBSTITUTE GOODS OR SERVICES, OR REPUTATIONAL HARM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS SET FORTH BELOW, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO: (I) CUSTOMER'S PAYMENT OBLIGATIONS; (II) EITHER PARTY'S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY'S IP RIGHTS; (III) EITHER PARTY'S LIABILITY ARISING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT; OR (IV) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.
The limitations of liability in this Section 10 survive expiration or termination of this Agreement and apply in all circumstances, except as expressly stated above.
Customer agrees to indemnify, defend, and hold harmless Hello2Hello and its Affiliates, officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) Customer's or any End User's violation of applicable Law in connection with use of the Services; (ii) use of the Services in a manner not authorized by this Agreement or in breach of the AUP; (iii) any claim relating to Customer Content; (iv) Customer's failure to obtain required consents for call recording; or (v) Customer's breach of the E911 obligations in Section 5(D).
The Party seeking indemnification must: (i) promptly notify the indemnifying party in writing of the claim; (ii) grant the indemnifying party sole control over the defense and settlement, provided no settlement imposes obligations on the indemnified party without its prior written consent; and (iii) provide reasonable cooperation. The indemnified party may participate at its own expense.
Hello2Hello warrants that the Services will be provided with commercially reasonable skill and care and in material compliance with applicable Laws and the relevant Service Attachments.
Customer warrants that: (i) it has the legal authority to enter into this Agreement; (ii) Customer's and its End Users' use of the Services will comply with all applicable Laws and this Agreement; and (iii) Customer Content does not infringe any third-party IP Rights or violate any Laws.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. HELLO2HELLO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS. HELLO2HELLO DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED OUTPUT.
In the event of any dispute arising out of or relating to this Agreement ("Dispute"), the Parties will first attempt to resolve it in good faith through discussions between senior representatives of each Party within thirty (30) days of written notice of the Dispute.
This Agreement is governed by the Laws of the governing jurisdiction specified in the applicable Order Form, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any unresolved Dispute shall be submitted to the exclusive jurisdiction of the competent courts in the jurisdiction specified in the applicable Order Form.
At either Party's election, any Dispute may be resolved through binding arbitration under the rules of the applicable arbitration body specified in the Order Form, with proceedings conducted in the English language. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Nothing in this Section limits either Party's right to seek emergency or interim injunctive relief from a court of competent jurisdiction to prevent irreparable harm, including in connection with any threatened breach of confidentiality or IP Rights.
Each Party waives its right to bring or participate in any class action, collective action, or representative proceeding related to this Agreement. All Disputes must be brought on an individual basis only.
Except for actions related to non-payment, no claim arising out of this Agreement may be brought more than two (2) years after the claimant first knew or should have known of the facts giving rise to the claim.
The Parties are independent contractors. This Agreement does not create any employment, partnership, joint venture, franchise, or agency relationship between the Parties.
Neither Party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld), except that either Party may assign without consent: (i) to an Affiliate; (ii) in connection with a merger, acquisition, or sale of all or substantially all of its assets; or (iii) as part of a transfer of more than 50% of voting control. Any purported assignment in violation of this Section is void.
All notices must be in writing and deemed delivered upon personal delivery, confirmed email delivery, or five (5) business days after deposit with a recognized courier. Notices to Hello2Hello should be addressed to Hello2Hello Technologies Pvt. Ltd., Legal Department. Notices to Customer should be sent to the contact information on file in the Account.
Excluding payment obligations, neither Party will be in default or liable for any failure or delay in performance caused by a Force Majeure Event. The affected Party must notify the other Party promptly and use commercially reasonable efforts to resume performance.
Each Party represents and warrants that it complies with all applicable anti-bribery and anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and applicable local laws.
Services, software, and technical information provided under this Agreement may be subject to export control regulations. Customers must not use, distribute, or transfer the Services in violation of any applicable export Laws and shall obtain all necessary export licenses or authorizations.
If any change in Law, regulation, or industry standard materially prevents or interferes with Hello2Hello's ability to provide the Services, Hello2Hello may modify, suspend, or terminate the affected Services upon reasonable notice.
This Agreement may only be modified by a written amendment executed by authorized representatives of both Parties, except that Hello2Hello may update its Acceptable Use Policy, Data Processing Addendum, and Service Attachments upon thirty (30) days' written notice to Customer. If a material update is detrimental to Customer and not required by Law, Customer may object within ten (10) days and the Parties will negotiate in good faith. If no agreement is reached within thirty (30) days, either Party may terminate the affected Services without penalty.
If any provision of this Agreement is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall remain in full force and effect. A Party's failure to enforce any right under this Agreement shall not constitute a waiver of that right.
This Agreement (including all Orders, Service Attachments, the AUP, and the DPA) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, proposals, and representations. In the event of conflict, precedence shall be given in the following order: (i) Order Form; (ii) Service Attachments; (iii) main body of this Agreement; (iv) AUP and DPA; (v) other referenced documents.
Sections 7 (Intellectual Property), 8 (Confidentiality), 9 (Data Protection), 10 (Limitation of Liability), 11 (Indemnification), 12(C) (Disclaimer), 13 (Dispute Resolution), and any payment obligations shall survive expiration or termination of this Agreement.
This Agreement may be executed electronically. An electronic signature has the same legal force and effect as a handwritten signature. This Agreement may be executed in counterparts, each of which constitutes an original, and all of which together constitute one agreement.
| Hello2Hello Technologies Pvt. Ltd. | Customer |
|---|---|
| Signature: ______________________ | Signature: ______________________ |
| Name: ______________________ | Name: ______________________ |
| Title: ______________________ | Title: ______________________ |
| Date: ______________________ | Date: ______________________ |
The following policies are incorporated by reference into this Agreement and are available upon request or through the Administrative Portal -
Hello2Hello reserves the right to update these policies upon thirty (30) days' written notice. Continued use of the Services after the effective date of any update constitutes acceptance of the updated policy.
© 2025 Hello2Hello Technologies Pvt. Ltd. All rights reserved.