Vendor Terms

Vendor Terms and Conditions for https://www.sender.realtydawn.com Last Updated: September 10, 2025 This Vendor Agreement ("Agreement") is made and entered into by and between Realty Dawn (the "Company"), the owner and operator of https://www.sender.realtydawn.com, and the entity agreeing to these terms ("Vendor"). This Agreement governs the Vendor's right to market and resell the Company's Services. By signing up or participating in the Vendor program, you agree to be bound by this Agreement. 1. Definitions "Services": Refers to the WhatsApp Official Cloud API marketing platform and related services provided by the Company through https://www.sender.realtydawn.com. "End-User": The ultimate customer who uses the Services for their business, procured through the Vendor. "Vendor Program": The Company's official program for authorizing third parties to market and resell its Services. "Intellectual Property": All patents, copyrights, trademarks, trade secrets, and other proprietary rights of the Company. "Confidential Information": Any non-public information disclosed by one party to the other, including but not limited to, business strategies, customer lists, pricing, and technical data. 2. Appointment and Grant of Rights Subject to the terms of this Agreement, the Company grants the Vendor a non-exclusive, non-transferable right to market, promote, and resell the Services to End-Users. This right is limited and subject to the restrictions and obligations outlined herein. 3. Vendor Obligations and Responsibilities The Vendor shall: Market and Promote: Use its best efforts to market and promote the Services in a professional and ethical manner, consistent with the Company's brand and reputation. End-User Agreements: Ensure that each End-User agrees to the Company's User Terms of Service and Privacy Policy before accessing the Services. The Vendor is responsible for presenting these terms to the End-User. Compliance: Strictly adhere to, and ensure its End-Users adhere to, all applicable laws and regulations, including but not limited to, data protection laws and the WhatsApp Business Messaging Policy. The Vendor is directly responsible for any violations by its End-Users. First-Line Support: Provide initial technical and operational support to its End-Users. The Vendor will serve as the primary point of contact for its End-Users' queries and issues. Accurate Representation: Not make any representations, warranties, or guarantees to End-Users concerning the Services that are inconsistent with the materials and documentation provided by the Company. Onboarding: Manage the onboarding process for its End-Users, including account setup and initial configuration, as per the procedures specified by the Company. 4. Company Obligations The Company shall: Provide the Vendor with access to the Services for resale. Provide technical support and training to the Vendor to enable them to support their End-Users. Provide marketing and promotional materials as it deems appropriate. Manage billing and payments to the Vendor as specified in a separate Commission or Pricing Agreement. 5. Fees, Commissions, and Payment The commercial terms, including any wholesale pricing, fees payable by the Vendor, or commissions payable to the Vendor, shall be set forth in a separate Vendor Pricing and Commission Agreement or an Order Form, which shall be considered an integral part of this Agreement. All payments shall be made in accordance with the terms specified therein. 6. Intellectual Property and Branding The Company retains all rights, title, and interest in its Intellectual Property. The Company grants the Vendor a limited, revocable license to use the Company's trademarks and logos, as provided by the Company, solely for the purpose of marketing and promoting the Services under this Agreement. The Vendor must adhere to all branding guidelines provided by the Company. 7. Confidentiality Both parties agree to hold each other's Confidential Information in strict confidence and not to disclose such information to any third party without prior written consent, except as required by law. This obligation shall survive the termination of this Agreement. 8. Term and Termination This Agreement shall commence on the date of acceptance by the Vendor and shall continue until terminated. Termination for Convenience: Either party may terminate this Agreement for any reason by providing thirty (30) days' written notice to the other party. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches a material term of this Agreement and fails to cure such breach within ten (10) days of receiving notice. A breach of WhatsApp's policies by the Vendor or its End-Users shall be considered a material breach. Upon termination, the Vendor shall immediately cease all marketing and resale of the Services. The Company may, at its discretion, transition the Vendor's End-Users to a direct relationship or to another vendor. 9. Limitation of Liability IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE COMPANY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE VENDOR TO THE COMPANY IN THE SIX (6) MONTHS PRECEDING THE CLAIM. 10. Indemnification The Vendor agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: The Vendor's breach of this Agreement. Any wrongful or negligent act or omission by the Vendor. Any claims brought by the Vendor's End-Users. Any violation of the WhatsApp Business Messaging Policy or any applicable law by the Vendor or its End-Users. 11. General Provisions Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India. Any legal action or proceeding shall be brought exclusively in the courts of [Specify City, e.g., New Delhi], India. Relationship of Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship between the parties. Entire Agreement: This Agreement, including any ancillary pricing or commission agreements, constitutes the entire agreement between the parties and supersedes all prior agreements and communications. Assignment: The Vendor may not assign any of its rights or delegate its obligations under this Agreement without the prior written consent of the Company.