PLEASE REVIEW THESE UNIFONIC TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE UNIFONIC TERMS OF SERVICE BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND UNIFONIC. IF YOU DO NOT AGREE TO THESE UNIFONIC TERMS OF SERVICE, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE SERVICES (AS DEFINED IN SECTION 1 “DEFINITIONS” BELOW).
THE SERVICES ARE INTENDED FOR BUSINESS USE OR USE IN CONNECTION WITH AN INDIVIDUAL’S TRADE, CRAFT, OR PROFESSION ONLY.
If you have a separate written agreement with Unifonic for your use of the Services, these Unifonic Terms of Service will not apply to you, unless that written agreement does not cover a particular Service, in which case, these Unifonic Terms of Service apply solely to your use of that particular Service.
These Unifonic Terms of Service (“Agreement”) set forth the terms for your use of the Services and are effective as of the date you accept or otherwise agree to the terms of this Agreement (“Effective Date”). This Agreement is between the applicable Unifonic entity identified below (“Unifonic”) and you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you", "your", "yours", or "Customer”).
WE may, from time to time, revise the Agreement, Terms of Use, or Regulatory Policies to comply with Applicable Law or meet requirements from Third Party Providers. In the event of significant changes, we will inform you by posting an announcement on our platform or sending you an email. As permitted by Applicable Law, these updated terms will take effect immediately. By continuing to use the Services after we post or notify you of the changes, you indicate your acceptance of the revised terms.
If you have the right under Applicable Law to terminate this Agreement upon receiving such notice, please note that any previously invoiced fees are non-refundable, and any outstanding fees for Services provided based on an applicable Order Form(s) will remain due and payable. Material updates to this Agreement will be communicated in accordance with Section 10.2 (Notices).
Once notified, your continued use of the Services on or after the effective date of the updated version of this Agreement, as indicated at the top of the Agreement, signifies your acceptance of the revised terms. This updated version supersedes all previous versions. If you do not agree to the updated version, we kindly ask you to discontinue using the Services immediately.
If you are the party who originally accepted the terms of this Agreement and you transfer your account to a third-party reseller for administrative reasons, such account transfer does not release you from your responsibilities under this Agreement. Your utilization of the Services will still be bound by these terms.
Lastly, it's important to acknowledge that through your utilization/usage of the Services, you are embracing the opportunity to explore and let your creativity flourish. WE are excited to witness the innovative solutions you create!
“Affiliates" means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.
“API” means applicable programming interface.
“Applicable Law”: means all national, federal, provincial, local, and municipal legislation, regulations, statutes, by-laws, decrees, orders, circulations, royal and determinations, and/or other laws of any relevant governmental authority and any other instrument, having the force of law as may be issued and in force from time to time relating to the Services, in the jurisdiction where the Services are being provided or any licenses that the Service is subject to.
“Authorised Users” means the employees, directors, agents, consultants, or representatives of the Customer that will manage the engagement and use of the Services on behalf of the Customer through the Unifonic Platform.
“Confidential Information”: has the meaning ascribed to it in Article 7 of this Agreement.
“Control”: in relation to a company means:
“Data Security Policy” means the security-related terms for the Services, the current version of which is available at https://www.unifonic.com/en/data-security-policy
“Electronic Address” means an electronic contact address, such as email, mobile number, or landline number.
“Electronic Message” means a self-contained piece of digital communication that is designed, intended to be or actually transmitted between physical devices, including those sent via telecommunication networks to an electronic address, such as email, voice, SMS, MMS, Flash SMS, or fax.
“End User(s)” means the party who receives or is intended to receive an Electronic Message as a result of the Customer’s use of the Services or the party who initiates a conversation with the Customer through the Services.
“Fee” or “Fees” means the fees as outlined in the applicable Order Form. The fees you pay to us are outlined in a signed order form.
“Force Majeure Event”: means the occurrence of any events or circumstances which are beyond the reasonable control of a party and which could not have been prevented by the exercise of reasonable care and skill of a party, including but not limited to:
“Heightened Cybersecurity Requirements” means any laws, regulations, codes, or guidance, from regulatory and advisory bodies, whether mandatory or not, international or national standards, which are applicable to the Customer or Unifonic relating to the security of network and information systems, security breach and incident reporting requirements.
“Implied Terms” has the meaning given to it in clause 2.3 of this Agreement.
“Intellectual Property Rights” means any and all intellectual and industrial property rights throughout the world, including but not limited to all rights comprised in any copyright, moral rights, patent, design, trademark, circuit layout whether at common law or conferred by statute, whether or not now existing, and whether registered or registrable, and including any rights to apply for registration, and rights to protect trade secrets, know-how, goodwill or confidential information for the full period of such rights and any renewals or extensions of those rights.
“Notice” means any notice, demand, consent, or other written instrument to be given or received under this Agreement in writing in accordance with clause 10.2 of this Agreement.
“Operator” means any third party authorized to provide public telecommunication services or operate a telecommunications network that is used by Unifonic to provide the Services.
“Order Form” means an order form between the Customer and Unifonic that specifies mutually agreed upon commercial provisions including but not limited to the Fees.
“Pricing Change Notice Period” has the meaning as prescribed under clause (4) of this Agreement.
“Regulatory Authority” means the governing body or third party that has jurisdiction over any of the Applicable Laws.
“Regulatory Policies” means the regulations, policies, Data Security Policy, Terms of Use, Privacy Policy, and terms that apply to the use of the Services that will be made available to the Customer and may be subject to change from time to time.
“Services” means the products and services provided by Unifonic or its Affiliates, as applicable, that (a) the Customer uses, including, without limitation, products and services that are on a trial basis or otherwise free of charge; or (b) the Customer orders under an Order Form.
“SLA” means the signedservice level agreement with the Customer that applies to the relevant Services as provided to the Customer as part of or in conjunction with any Order Form from time to time.
“Service Specific Terms” means Unifonic service-specific terms that detail the rules and special conditions for that particular Service.
“Term” means the term length of the Service as specified in the applicable Order Form.
“Terms of Use” means terms of use that apply to the use of the Services that may be subject to change from time to time. Such terms may include those established and maintained by Third Party Providers.
“Third-Party Provider” means any person authorized to provide cloud computing services, telecommunication services, or other services locally or internationally, that are used in part or in whole for providing the Services, which may include Operators or Facebook.
“Territory” means the territory as set out in the Order Form.
“Unifonic Account” has the meaning ascribed to it in Article 3 (1) of this Agreement.
“Unifonic Console” means Unifonic’s integrated electronic interface, electronic portal or cloud platforms made available to the Customer from time to time, and through which the Customer can submit information required for the use of the Services, adjust the settings of communication, respond to End Users, and use other features of the Services.
“Unifonic Platform” means any of Unifonic’s integrated electronic interfaces, electronic portals, or cloud platforms including but not limited to the Unifonic Console and any other Unifonic interfaces not related to the Services that may be made available to the Customer.
“Unifonic Privacy Policy” means the privacy policy and data security/retention provisions that are applicable for the Services, the current version of which is available at https://unifonic.com/en/privacy-policy.
“Virus” means malicious software or device which may:
“Vulnerability” means a weakness in the computational logic found in software and hardware components that when exploited, results in a negative impact on its confidentiality, integrity, or availability.
We're thrilled to have you on board! To start using our Services, you'll need to create a special account called a "Unifonic Account" Just follow these simple steps:
By signing this Agreement, you agree to be bound by the Service Specific Terms for each requested Service.
Here's what you can expect from Unifonic:
Unifonic will:
To the fullest extent permitted by law, Unifonic excludes all warranties, terms, conditions, or undertakings not stated in this Agreement ("Implied Terms"), whether expressed or implied, regarding the Services.
You understand and agree that Unifonic doesn't guarantee:
Unifonic reserves the right to make some or all of the Services unavailable occasionally for upgrades, development, maintenance, and updates, provided reasonable notice is given.
If delivering the Services to You is delayed or interrupted due to damage in our devices, equipment, or Third-Party Provider's software, Unifonic will strive to restore the Service promptly. In such cases, the Term shall be extended for a period equivalent to the duration of the Service unavailability, allowing You to use any unused portion of the Service.
Unifonic isn't responsible if Third-Party Providers modify, improve, or develop their services without prior notice. In such cases, Unifonic may amend, improve, develop, or suspend the Services provided to You.
Any delays, delivery issues, or losses arising from data transfer over communication networks aren't within Unifonic's control.
Unifonic might provide one or more Services through the Unifonic Console, granting You a non-exclusive, non-transferable right, without the ability to grant sublicenses, to access the Services via the Unifonic Platform.
With that covered, let's dive into the specifics of our journey together:
Here's what we kindly ask you for:
Fees that Keep Things Going:
You agree to pay the fees outlined in all applicable Order Form(s). Should you choose to explore any services not listed in the relevant Order Form(s), you'll be charged at the rates available at [insert link].
Kindly refrain from offsetting any Unifonic liabilities or making deductions from what you owe us. If Unifonic can't process deductions from the account linked to the Services and you're a customer of our other services, Unifonic may use other accounts you have on the Unifonic platforms to cover any dues.
Just to make sure we're on the same page, any fees or amounts paid to Unifonic are non-refundable, regardless of the situation.
Taxes and Additional Charges:
All fees noted here don't include taxes. You're responsible for covering all taxes related to this Agreement and Order Form(s), excluding taxes on Unifonic's net income, property, or employees.
Paying the Fees:
You have agreed to pay the Fees and taxes as per the payment terms in the relevant Order Form(s).
Keeping You Informed:
We want to be upfront with you. Unifonic might adjust its prices from time to time. If that happens, we'll let you know fourteen (14) days beforehand (“Pricing Change Notice Period”):
During the Pricing Change Notice Period, you've got choices:
You can happily continue using the services with the updated pricing.
If you'd rather not, let us know, and if we receive your intention to terminate the Order Form(s), the termination will take effect at the end of the Pricing Change Notice Period.
Remember that:
All these rules apply unless the Order Form states otherwise.
With these guidelines in place, let's keep things transparent and smooth sailing:
You acknowledge that Unifonic and/or its licensors hold all Intellectual Property Rights in the Services and the Unifonic Platforms. Aside from what's clearly stated here, this Agreement doesn't give you any rights to, under, or in any Intellectual Property Rights or other rights in connection with the Services or the Unifonic Platforms.
You'll make things right in case of any claims related to actual or alleged infringement of Unifonic's Intellectual Property Rights by you, your Affiliates, or your Authorized Users.
Unifonic is the sole and exclusive owner of the rights, title, and interest in the Intellectual Property Rights related to the Services, the documentation, webpages, and any modifications, extensions, customizations, scripts, or other derivative works of the Services.
Unifonic Data: All rights, title, and interest, including Intellectual Property Rights, in any data derived from the use of the Services ("Unifonic Data"), are owned and reserved by Unifonic. During the Agreement's term, Unifonic grants you a worldwide, limited-term, non-exclusive, non-transferable, royalty-free license to access and use Unifonic Data solely for your Services-related use and as per the Agreement's terms.
Customer Data: You hold all Intellectual Property Rights to Customer data. However, you grant Unifonic the right to process End User data as needed to provide the Services in a manner that aligns with Applicable Laws, this Agreement, and Unifonic’s Privacy Policy.
With these details in mind, let's proceed with clarity and respect for everyone's intellectual property:
For the purposes of this Agreement, "Confidential Information" refers to any information that's disclosed by one party ("Disclosing Party") to the other ("Receiving Party"). This can be info marked as confidential or something that should reasonably be understood as confidential based on the nature of the information and the context of the disclosure. Confidential Information doesn't include:
Unless we've agreed otherwise in writing, the Receiving Party won't:
Use any Confidential Information for anything other than fulfilling its rights and responsibilities under the Agreement.
Share Confidential Information with any third party, except for entities (like Affiliates, contractors, and legal counsel) who really need to know to help the Receiving Party fulfill its rights and responsibilities under this Agreement.
These helpful entities ("Representatives") will be bound by the same confidentiality terms as the Receiving Party. The Receiving Party will be held accountable if its Representatives breach this obligation.
The Receiving Party might have to spill the beans on Confidential Information from the Disclosing Party if Applicable Law, a court order, or a Regulatory Authority makes it necessary.
With these guidelines in place, let's maintain trust and keep things confidential where they should be:
7.1. Indemnification by Unifonic
7.1.1. Scope of Indemnification. Unifonic will defend you, your Affiliates, and each of their directors, officers, and employees (collectively, “Customer Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Customer Indemnified Party by a third party alleging that Unifonic’s provision of the Services infringes or misappropriates such third party’s intellectual property rights (“Unifonic Indemnifiable Claim”). Unifonic will indemnify you from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Customer Indemnified Party or for settlement amounts approved by Unifonic for a Unifonic Indemnifiable Claim
7.1.2 Infringement Options. If Unifonic’s provision of the Services has become, or in Unifonic’s opinion is likely to become, the subject of any Unifonic Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Unifonic may at its option and expense: (a) procure the right to continue to provide the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not commercially and reasonably practicable, terminate this Agreement, or, if applicable, terminate the Services that are the subject of any Unifonic Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund you any unused pre-paid Fees.
7.1.3 Limitations. Unifonic will have no liability or obligation under this Section 7.1 with respect to any Unifonic Indemnifiable Claim arising out of (a) your use of the Services in breach of this Agreement; (b) the combination, operation, or use of the Services with other applications, portions of applications, products, or services, including, without limitation, the Customer Services or Third Party Services, where the Services would not by themselves be infringing; or (c) Services provided free of charge.
7.2. Indemnification by Customer. You will defend Unifonic, its Affiliates, and each of their directors, officers, and employees (collectively, “Unifonic Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Unifonic Indemnified Party by a third party alleging or arising out of: (a) your or your End Users’ breach of Section 2.2 (Customer Responsibilities) or (b) any Customer Services infringing or misappropriating such third party’s intellectual property rights (collectively, “Customer Indemnifiable Claims”). You will indemnify Unifonic from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Unifonic Indemnified Party or for settlement amounts that you approve for a Customer Indemnifiable Claim.
7.3. Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Customer Indemnifiable Claim or Unifonic Indemnifiable Claim (individually or collectively referred to herein as a “Claim”)in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. For the avoidance of doubt, Indemnifying Party will not settle any Claim for which it has an obligation to indemnify under this Section 7 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written approval, which will not be unreasonably withheld or delayed.
7.4. The foregoing indemnifications are Party’s sole liability to, and Indemnified Party’s only remedy against, the other party for any third-party claims.
Neither party nor its Affiliates will be held liable under this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, or punitive damages. This applies whether the cause is contract-related or a tort action.
In no event will the combined liability of either party and all its Affiliates, stemming from this Agreement, exceed the total amounts paid by you and your Affiliates in the twelve (12) month period before the initial incident leading to the liability. This rule holds whether the issue arises from a contract or tort.
The limitations outlined in 8.1 and Clause 8.2 don't apply to your breach of Clauses 3, 4, and 5.
If we suspend your account due to your actions or omissions as outlined in Clause 4 (Fees and Payment Terms), we won't be held liable for any damages, liabilities, losses, or consequences that you may face as a result. You'll still be responsible for the Fees during any suspension period due to the aforementioned reasons.
With these measures in place, let's ensure clarity and fairness while recognizing exceptions where needed:
Once you've accepted it, this Agreement remains in effect until the expiration of all associated Order Form(s). You can't end this Agreement before the Term expires unless the Order Form specifies otherwise.
Each Order Form has its own duration. It starts when you accept the Order Form or on a designated start date mentioned within it. The Order Form will end at the term's close unless the Order Form specifies automatic renewal for another period.
If there's a material breach and the party at fault doesn't fix it within ten (10) business days after receiving written notice, the other party can terminate the affected Order Form(s).
If one party liquidates, goes through dissolution proceedings, or faces bankruptcy, the other party can immediately terminate any applicable Order Form(s) by providing written notice.
If any Service provided under an associated Order Form is prohibited by Applicable Law or the terms of an Operator or Third-Party Provider, Unifonic may terminate that Service and its associated Order Form. In such cases, Fees for utilized Services won't be refunded.
Without limiting other rights, Unifonic can suspend the Service and your access to the Unifonic Platforms if you:
Suspension or termination doesn't free you from past obligations and liabilities.
When the Agreement or an Order Form is suspended, terminated, or expires:
All granted rights, licenses, and subscriptions end immediately.
You must promptly return or destroy Unifonic Data, Confidential Information, and user IDs in your possession, as per Unifonic's choice.
Unifonic will delete your Confidential Information or Customer data according to applicable SLA or data retention policies.
For terminated or expired Order Forms, the above won't apply if the data is still needed for other active Services.
In navigating these terms, we ensure clarity and understanding while respecting obligations and rights:
10.1 Assignment:
You can't transfer, assign, or hand over any rights or obligations under this Agreement without Unifonic's written approval. However, you agree that we can move this Agreement or valid Order Forms to another Unifonic entity for Unifonic's corporate restructuring. We'll provide you a thirty (30) days prior Notice in such cases.
10.2 Notices:
We consider all electronic communications between you and Unifonic as valid and enforceable.
If you need to send a Notice to Unifonic, you can write to legal@unifonic.com.
We'll send Notices to the email address(es) you've specified in your Unifonic Account or another email you've used with us. You're responsible for updating us if these email addresses change.
10.3 Waiver:
No waiver of any right under this Agreement is effective unless it's in writing and signed by the party granting the waiver. Waiving a right due to a breach or failure doesn't mean waiving future rights or other rights under this Agreement.
10.4 Severability:
If any part of this Agreement becomes invalid, illegal, or unenforceable, it will be changed to comply with applicable laws or, if that's not possible, removed. The rest of this Agreement stays in effect.
10.5 Relationship Between Parties:
We're not partners, agents, or joint ventures. Each of us is an independent contractor and carries out our obligations at our own risk.
10.6 No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster (collectively, “Force Majeure Events”). The party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences of any such event.
10.6 Documentation Hierarchy:
If there's a conflict between the provisions of this Agreement, Service Specific Terms, Terms of Use, Regulatory Policies, Order Form, or the SLA, the following order prevails:
10.7 Governing Law and Dispute Resolution:
The laws of the jurisdiction of the Unifonic entity specified in the applicable Order Form govern this Agreement.
We aim to settle any disputes amicably. If that doesn't work, disputes will be handled by the competent courts where the Unifonic entity specified in the applicable Order Form is located.
This Agreement covers everything between us regarding its subject matter. It replaces any previous written or oral agreements between us or our Affiliates concerning what's dealt with in this Agreement.
By understanding and agreeing to this Agreement, we ensure a solid foundation for our collaboration.
We're excited to embark on this journey together and look forward to serving you with the best possible experience!