Mr Messaging Limited (“Company“) operates and maintains a web-based platform through which any natural person or legal entity (“Person“) entering into agreement with Company for the use of the Platform by agreeing to be bound by these Terms and Conditions (“Agreement“) (“User“), and complying therewith, maIn the reay launch, process and manage sms-based advertising campaigns by using the services offered by the Platform, which currently include (i) delivery of short text messages (each, a “Message“) sent using the Platform to Persons subscribed to mobile services offered by a Telecom Operator (each, a “Subscriber“), (ii) storage of Messages until they are sent, (iii) receipt of Messages from Subscribers, and (iv) tools for campaign management, records analysis and statistics generation (collectively, “Services“).
Services shall be rendered only to Users who are bound by these Terms and Conditions and who comply therewith.
A User may only use the Services through API or through the dedicated web-interface assigned thereto under the Platform and located at https://go.mrmessaging.net, access to which is conditional upon authentication by providing unique login name and password (“Personal account“).
Use of the Services is conditional upon prepayment of the prevailing fees then in effect, all as more fully set forth in the Personal Account. Such fees may be revised from time to time by Company at its sole discretion, without notice, and such new fees shall become binding and effective when appearing in the applicable segment of the Personal Account.
The balance of any fees paid for Services not yet used are referred to herein as “Balance“. No service shall be rendered to any User unless such User’s Balance is positive.
Messages may be limited in length, for technical or policy (including by third parties, such as telecom operators) reasons. Any Message exceeding such limitation shall be split into two or more separate Messages, each of which shall be sent and charged separately.
Upon each Message sent to a Subscriber, the Balance shall be reduced accordingly. A Message shall be deemed sent to a Subscriber upon its delivery by the Platform to such Subscriber’s telecom operator.
3.Rules of Conduct
User hereby agrees and undertakes to:
Submit and promptly provide User’s true data as required upon registration and as may be required by the Company from time to time.
At all times conduct User’s activities in accordance with applicable law, including, without limitation, obtaining consent from each Subscriber for receiving Messages prior to sending any Messages thereto in such manner and form as required by applicable law.
User hereby agrees and undertakes NOT to (including by choice of Alphanumeric Name):
Hold User out as sponsored by, endorsed by, or affiliated with the Platform;
Misrepresent User identity or impersonate any Person, or use the Platform for any fraud or receipt;
Send any Messages without the obtaining the prior written consent of the Subscriber as required by applicable law;
Use the Platform and Services to:
Conduct or promote any illegal activities;
Propagandize (i) war, national and religious discord, change of the constitutional system or territorial integrity of the countries; (ii) fascism or neo-fascism; (iii) disrespect to national and religious relics; (iv) ignorance, disregard for parents; or (v) drug addiction, chemical abuse, alcoholism, smoking and other bad habits;
Diminish, abuse or humiliate (i) any nation or race; (ii) any Person on any ground (including on ground of physical or mental imperfections or seniority);
Promote, advertise or make available any information that is in any way, directly or indirectly (as may be determined by Company in its sole discretion) (i) unlawful, (ii) discriminatory, harmful (including to minors), threatening, abusive, vulgar, obscene, defamatory, libelous, hateful, or racially, ethnically or otherwise objectionable; (iii) infringing the copyright, trademark, trade secret, or other intellectual property or other proprietary right of any Person; (iv) violating the privacy, publicity, confidentially or other rights of any Person; (v) false, inaccurate or misleading; (vi) containing marks for goods and services, or identifying details (e.g.: phone numbers, names), of any Person the User is not affiliated to or engaged by; (vii) of sexual or erotic nature, or containing swear words; (viii) concerning or addressing minors (ix) promoting any telecom operator the Subscriber is not subscribed to; or (x) promoting any service competitive with the Services or any platform competitive with the Platform.
Upload or transmit any form of virus, worm, trojan horse, or other malicious code; or
Attempt to (A) interfere with any other Person’s use of the Platform and Services, (B) modify, translate, adapt, edit, decompile, disassemble, reverse engineer, lease, rent, distribute, or otherwise transfer any of the rights that User received from, or by using of, the Platform and Services, or any software programs used by Company in connection with the Platform and Services; or (C) gain access to secured portions of the Platform and Services to which User has no permission to enter, including database, computer systems or servers; or
Use any automatic or manual process to search or harvest information from the Platform and Services, to interfere in any way with the proper functioning of the Platform and Services, or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Platform and Services.
User acknowledges and agrees that Company and its licensors (as applicable) retain sole, full and exclusive ownership of all intellectual property rights of any kind related to the Platform and Services, including copyrights, trademarks and other proprietary rights (“Intellectual Property Rights“). No license is granted hereunder to any Intellectual Property Rights. Other names that are mentioned on the Platform and Services or provided as part or in connection therewith may be trademarks of their respective owners. Company reserves all rights that are not expressly granted to User hereunder.
Company welcomes and encourages feedback, comments and suggestions for improvements to the Platform and Services (“Feedback“). User acknowledges and agrees that all Feedbacks will be solely and exclusively Company’s property and User hereby irrevocably assigns to Company all right, title and interest that User may have in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights of any kind and nature.
User acknowledges and agrees that Company is not, and do not intend to, substitute User or User’s management or personnel in any way, and is not responsible to provide any service other than the Services offered by the Platform. User agrees to obtain appropriate professional advice and to conduct User’s activities as User deems required and at User’s own risk and expense.
The Platform and Services are provided “as is”, without warranty of any kind, either express or implied. Without limiting the foregoing, Company explicitly disclaims all warranties, express or implied, regarding the Platform and Services, including any implied warranty of quality, availability, merchantability, fitness for a particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of any trade, including without limitation to the Platform and Services being free from defect or any virus, worm, trojan horse or any other malicious code. USER HEREBY RELEASES COMPANY FROM ANY DAMAGES, CLAIMS OR OTHER CAUSE OF ACTION RELATED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE PLATFORM AND SERVICES. COMPANY MAKES NO WARRANTY THAT THE PLATFORM AND SERVICES WILL MEET USER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY OF THE PLATFORM AND SERVICES AND ANY SERVICE ASSOCIATED THEREWITH, OR TO THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY SERVICE OBTAINED THEREBY. THE ABOVE SHALL ALSO APPLY TO ANY INFORMATION OR SERVICE USER MAY RECEIVE FROM COMPANY OR THROUGH THE PLATFORM AND SERVICES AT ANY TIME.
Without derogating from the above, User hereby acknowledge and agree that Company, the Platform and Services may rely from time to time on services provided by third parties, including, but not limited to, data network providers, hosting services providers, telecom operators etc. Any transaction may be temporarily refused, limited, interrupted, or curtailed due to government regulations or orders, network modifications, repairs and upgrades. COMPANY IS NOT, AND SHALL NOT BE, OBLIGATED TO PROVIDE ANY SERVICES WHERE SUCH FACTORS PREVENT IT. WITHOUT LIMITING SECTION 7 BELOW, USER AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR BUSINESS INTERRUPTIONS SUSTAINED AS A RESULT OF INTERRUPTIONS CAUSED BY DATA NETWORK PROVIDERS OR ANY OTHER THIRD-PARTY PROVIDER. Further, in case of sending multiple linked Messages the Company does not guarantee to the User the correctness of their sending to the Subscriber. The Company also does not guarantee the correctness of Messages sending to the Subscriber in case of Subscriber is in roaming.
User is solely and exclusively responsible for all its communications and interactions with Company, Platform and Services, or any other Person with whom User may communicate, interact or engage in connection with or as a result of User’s use of the Platform and Services, including Subscribers. User agrees and confirms that Company does not, and does not intend to, make any inquiries of any Person or verify the information any Person (including User) submits or provides using the Platform and Services or otherwise. User agrees to take precautions in all communications and interactions with any Person whether made online or offline.
3.Limitation of Liability
SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT, INDIRECT OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, AND INCLUDING FURTHER, DAMAGES WHICH MAY ARISE IN CONNECTION WITH THE PLATFORM AND SERVICES, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, EMPLOYMENT OPPORTUNITIES, FROM BUSINESS INTERRUPTIONS, OR FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES OR THE PLATFORM AND SERVICES. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY TRANSACTION OR ENGAGEMENT BETWEEN USER AND ANY THIRD PARTY OR FOR ANY INFORMATION PROVIDED BY USER OR ANY THIRD PARTY. IN NO EVENT WILL COMPANY BE LIABLE TO USER OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY PERSON.
User hereby expressly agree that Company shall have the right, but not the obligation, at any time or from time to time, and at Company sole discretion, to take any action to monitor any interaction or engagement resulting from the use of the Platform and Services by User or any third party. To the full extent permitted by law, User hereby releases Company from any claims or liability relating in any way thereto.
THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT Company IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
USER AGREES THAT USER’S SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THE AGREEMENT IS TO DISCONTINUE USING THE PLATFORM AND SERVICES. IN THE EVENT THAT A COURT HAVING JURISDICTION SHALL DETERMINE THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, COMPANY AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL ONLY BE MADE IN, AND NOT EXCEED THE AMOUNT ACTUALLY PAID BY USER FOR THE APPLICABLE CAMPAIGN. NOTWITHSTANDING, IF USER ENTER INTO SPECIFIC AGREEMENT WITH THE COMPANY WHICH CONFLICTS WITH THIS SECTION, THE PROVISION IN THE SPECIFIC AGREEMENT SHALL PREVAIL.
WITHOUT DEROGATING FROM THE GENERALITY OF THE ABOVE, IT IS SPECIFICALLY AGREED BY USER THAT, COMPANY CAN NOT, IS NOT AND WILL NOT BE RESPONSIBLE IN ANY WAY FOR (i) ANY SERVICES OTHER THAN THE SERVICES OFFERED THROUGH THE PLATFORM; OR (ii) THE QUALITY AND RESULTS OF ANY SERVICES (INCLUDING THE SERVICES OFFERED THROUGH THE PLATFORM), THE INTEGRITY OR SUITABILITY THEREOF OR FOR COMPLIANCE BY ANY PERSON (INCLUDING USER) WITH ANY LAW, AGREEMENT OR UNDERSTANDING, OR BREACH THEREOF.
5.Terms and Termination
User may terminate the Agreement at any time by discounting using the Services and accessing the Platform. Company shall have no liability to User upon such termination, and User shall have no claim to Company or any Person in connection therewith, and waives any right to any refund or repayment of Balance.
9.Law and Jurisdiction
User is responsible for safeguarding the password that User uses to access any secure areas of the Platform and Services. User agrees not to disclose User’s password to any third party. User agrees to take sole responsibility for any activities or actions under User’s password, whether or not User has authorized such activities or actions. User will immediately notify Company of any unauthorized use of User’s password.
User acknowledges and agree that Company may send User written periodic reports as determined by Company from time to time.
4.Use of Information
“Personal Information” means any and all information about User or (if applicable) User’s personnel that is personally identifiable (e.g.: name, address, e-mail address, phone number etc); and “Non-Personal Information” means information that is not associated with or linked to Personal Information. Non-Personal Information does not enable identification of, or contact with, individual persons.
Company may from time to time contract with third parties to optimize the Platform and Services and communications. To this effect, Company may use web beacons, clear GIFs and Cookies provided by such third parties.
Company may use Personal Information to enable User to use the Platform and Services, to contact therewith and to provide it information that may be useful thereto. Unless otherwise notified by User to Company, User agrees to receive notifications from Company and the Platform and Services.
Company may create from time to time Non-Personal Information from Personal Information by excluding information (such as names and other contact information) that would personally identify users. Such Non-Personal Information may be used in statistical analysis to help analyze patterns in the use of the Platform and Services, and may also be available for review by third parties.
The Platform and Services may contain links to other sites, and Company is not responsible for the privacy practices of such other sites. In accessing such links, User agrees to be aware when leaving the Platform and Services and to read the privacy statements of each and every site that collects personally identifiable information.
Company may disclose Personal Information (i) to third parties with whom Company have a technology license agreement or other relationship, for the purposes such as back up, analytics and ongoing operation of the Platform and Services, (ii) if such disclosure is made to comply with applicable law or order (such as order issued by a court or an authorized administrative agency, respond to a subpoena, legal process, warrant etc); (iii) to Company service providers for the purpose of providing their services; or (iv) as part of a merger or consolidation, or as part of the sale of shares or assets. Company DOES NOT EVALUATE OR CONTROL ANY PRIVACY PRACTICES OF ANY THIRD PARTY, AND WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY ACTIONS OF ANY THIRD PARTY SUBSEQUENT TO DISCLOSURE.
Data Protection and Privacy Agreement
1.Definitions and Terminations
1.“Privacy Laws” mean any applicable law relating to data protection and security, including without limitation EU Data Protection Directive (EU Directive 95/46/EC of the European parliament and of the council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data), Directive on privacy in electronic communications (Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector) and General Data Protection Regulation (Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 94/46/RC) (“GDPR”) and any amendments, replacements or renewals thereof (collectively the “EU Legislation”), all binding national laws implementing the EU Legislation and other binding data protection or data security directives, laws, regulations and rulings valid at the given time including any guidance and codes of practices issued by the applicable supervisory authority;
2.the terms “data controller“, “data processor“, “data subject“, “personal data” “processing” and “appropriate technical and organizational measures” shall have the meanings given to them under applicable Privacy Laws
3.Type of personal data collected and processed. Mr Messaging Limited may collect Personal Customer Data upon sign up to the use of Product and Services and/or afterwards as may be required for the provision of Product and Services. Customer may submit Customer Personal Data to the Services and/or personal data of customers processed and handled by the Customer, the extent of which is solely determined and controlled by the Customer and in its sole discretion. Personal Data may include, but is not limited to; Localsation Data, User IP, Contact information (Email, Phone, Skype, physical Address), First and Last Name, Company Name, Industry, as well as, First Name, Last Name and contact details (phone, email, geographical location) of customers handled by the Customer.
4.Technical and organisational measures – Mr Messaging Limited has implemented and maintains appropriate technical and organizational measures, including but not limited to physical and IT measures, and organizational measures, to insure protection of personal data processed against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure.
5.The Technical and Organisational Measures are subject to technical progress and further development. In this respect Mr Messaging Limited may implement alternative adequate measure.
6.Mr Messaging Limited is hereby appointed by the Customer to process such Personal Data on behalf of the Customer as is necessary to provide the Service, and as may subsequently be agreed by the Parties in writing. Personal Data transferred to Mr Messaging Limited shall only contain data that is necessary for the provision of the Services.
7.The Customer shall be solely responsible to ensure that all natural persons included in the Customer’s Personal Data have received all necessary information regarding the Client’s processing of Personal Data and to ensure that all necessary consents have been duly collected, required for Mr Messaging Limited to process such Personal Data.
8.The Customer is hereby giving its prior written general authorisation to the Mr Messaging Limited to allow that data processing services entrusted to Mr Messaging Limited could be subcontracted to any trusted sub-processor, as well from sub-processors to sub-contractors, in conformity with the clauses stipulated herein and the applicable data protection law and the adequate level or other appropriate safeguards shall be guaranteed.
9.The Customer reserves the right to withdraw the right of Mr Messaging Limited to subcontract the Services to the sub-processor and that the sub-processor may engage sub-contractors and that these latter may subsequently engage other subsequent sub-processors, including the ones outside the EEA territory.
1. The processing of personal data will be carried out by Mr Messaging Limited for the duration of the Agreement unless otherwise agreed upon in writing to: email@example.com
2. All personal data provided by the Customer can be accessed via the platform of services and exported upon Customer’s written request.
3. Deletion and return of personal data – Upon expiration of the Agreement or in the event of early termination for any reason whatsoever and upon Customer’s request, Mr Messaging Limited will destroy copies of personal data held in its systems and confirm this to Customer in writing unless required to keep certain personal data in order to comply with applicable laws.
4. Mr Messaging Limited Obligations as Data Controller – In situations where Mr Messaging Limited will act as a Data Controller, it undertakes to comply with its obligations under applicable Privacy Laws in respect of any Personal Data processed under the Agreement.
5. Customer’s Obligations – The Customer shall comply at all times with applicable Privacy Laws in relation to the collection and processing of personal data in connection with the Agreement and the Services.
6. Notification of a data breach – In the event of Mr Messaging Limited is made aware of any breach of security that results in the accidental, unauthorised or unlawful destruction or unauthorised disclosure of or access to personal data Mr Messaging Limited shall, among other things:
Notify the Customer in writing immediately but not later than 72 hours after becoming aware of the breach of security
Assist the Customer with regard to the Customers obligation to provide information to the data subject and to provide the Customer with relevant information in this regard.
Support the Customer in consultations with data protection authority.
1. To the extent legally possible, Mr Messaging Limited may claim compensation for support services under this clause 15 which are not attributable to failures on the part of Mr Messaging Limited .
2. Customer shall retain all rights, copyright or other intellectual property rights, title and interest to any and all personal data, including all rights relating to.
3. Mr Messaging Limited understands and agrees that such personal data constitutes Customer proprietary and Confidential Information.
4. Limitation of Liability – Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA whether in contract, tort or under any other theory of liability, is subject to the Limitation of Liability section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and this DPPA.