Service Agreement - Bulk SMS

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PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE USING THE SITE OR SIGNING UP FOR ANY SERVICE THAT UIPAPP OFFERS.
INTRODUCTION

UIPAPP DIGITAL SERVICES LTD, its affiliates and their successors and assigns (collectively referred to as "Uipapp") makes available the web hosting and related services described in Uipapp's published service descriptions subject to these Terms of Service (the "TOS").
For the purposes of the TOS, the word "you" means the individual requesting one or more services provided by Uipapp, and, if applicable, includes any other legal entity on behalf of which an individual makes such a request.  Additionally, you agree not to make such a request on behalf of any other legal entity unless you have the authority to bind that legal entity to the TOS.

ACCEPTANCE OF TERMS
Capacity. You represent and warrant to Uipapp that you have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside. If you do not have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside, do not request services from Uipapp unless your parent or guardian enters into the TOS on your behalf.
PLEASE READ THE TOS CAREFULLY. BY CLICKING ON THE "I AGREE" BUTTON OR CHECK BOX ON THE ORDER FORM FOR ANY SERVICE PROVIDED BY UIPAPP, YOU ARE AGREEING TO BE BOUND BY THE TOS AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THE TOS. YOUR USE OF THE SERVICES FURTHER CONFIRMS YOUR ACCEPTANCE OF THESE TOS.
You represent and warrant to Uipapp that your use of any service that it provides will not violate any applicable law or regulation in the province, state, territory or country in which you reside. If you are unable or unwilling to do so, do not request services from Uipapp.

YOU
Services: The services that you request from Uipapp by means of the online order form on the Site or otherwise in writing and which Uipapp agrees to provide subject to these TOS are the "Services".
Your Information. You represent and warrant that any information you provide about yourself is true, and you will maintain and promptly update such information to keep it true and current.
Privacy. You have read Uipapp's Privacy Policy and consent to the use of your personal information as described therein. Click here to view a copy of the Privacy Policy.

Communications: Uipapp reserves the right to communicate with you regarding the Services and your use of the Site. You consent to Uipapp's use of any contact information that you provide to Uipapp in doing so.
Passwords: If you are given a username and/or a password for the purpose of accessing certain features of the Services or certain features of the Site, you are responsible for all activities conducted under that username or password, and you will take all necessary steps to ensure that no one other than you uses that username or password and that password is kept confidential. If you have any reason to believe that any password assigned to you has become known to or been used by any other person, you will inform Uipapp immediately.
Changing Passwords: Uipapp may, at any time, change any username or password assigned by Uipapp to you, and Uipapp will notify you when it does so.
Insurance: You shall maintain, at your own cost, insurance against such risks and in such amounts that could reasonably be expected by persons acting prudently and engaged in similar activities as yourself.

DESCRIPTION OF SERVICES
General
Description: For each package of web hosting and related services that Uipapp makes available to its customers, Uipapp has prepared and published a specification (each a "Service Description"). The Service Descriptions are available on https://www.uipapp.com (the "Site").
Changes to Services: Uipapp may modify its services and the corresponding Service Descriptions from time to time. Please refer to the Site for the most current Service Descriptions. Uipapp may also send any email notice of the change to its affected customers.

BULK / SINGLE SMS SERVICES
Bulk / Single SMS services; It includes the sms sending services offered to the CUSTOMER over Uipapp or over the API access connections it provides.

The CUSTOMER is responsible to the recipients for the Bulk / Single SMS messages he sends, and that he / she will keep Uipapp free from all kinds of requests, claims, objections and complaints that may come from the relevant persons and institutions in any manner whatsoever, Uipapp that Uipapp has the right to recourse all its damages, direct and indirect income losses and material and moral damages that Uipapp may be exposed to due to any claims, claims and receivables against Uipapp, at Uipapp's first request, immediately in cash and accepts, declares and undertakes to indemnify at once.
The CUSTOMER accepts, declares and undertakes that it will act in accordance with the current legislation regarding the sale / sending of Bulk / Single SMS subject to this Agreement.

The CUSTOMER will be obliged to pay the costs and compensations that Uipapp will have to pay to third parties and / or official authorities regarding its obligations under this contract, within 5 (five) business days following Uipapp's first written request, without the need for any provision collection. It accepts and undertakes that it will pay to.
All kinds of advertisements, advertisements, announcements to be made in all media related to the products subject to this Agreement (television, internet, radio, open air announcements, press etc.) It will be in accordance with the decisions of the Advertising Board. The CUSTOMER accepts and declares that he / she is responsible for any damages and losses that may arise from the violation of the provisions.

The CUSTOMER acknowledges and undertakes that Uipapp cannot be held responsible for the accuracy of the information contained in the sent SMS text and the content of the statements, and that it is entirely responsible. In accordance with the decision of the Supreme Election Council and the provisions of this contract, it accepts and declares that the messages for political propaganda purposes should not be sent via SMS and / or internet via mobile phone, and if such a transmission is detected, it is responsible for the penalties to be imposed for violation of the decision.

CUSTOMER; The expressions in the SMS text do not constitute a violation of law and legislation, ethics, public interest, public safety, territorial integrity, the right to block and block such statements will be subject to Uipapp, and any legal dispute will be subject to Uipapp, these statements and / or that the compensation claims are the addressee himself, that Uipapp knows that if any compensation is paid, he will be recourse to him, and that he will cover the compensation, penalty, expense and other expenses requested for the first, without any decision. undertakes.

CUSTOMER; All SMS messages included in the text of the sent SMS, such as misleading, spam, phishing, fraudulent content, fake words, offensive content, profanity, political discrimination, humiliation, religious and racial content are prohibited. It acknowledges and undertakes that Uipapp cannot be held responsible in any way and that it is entirely responsible for their publication. Uipapp reserves the right to request identity verification and documents in this case. Otherwise, if such content is sent and detected, the CUSTOMER accepts and undertakes that the service received will be canceled without question, subject to identity verification, documents may be requested and no refund will be made in case of cancellation of the account.

CUSTOMER; It accepts and undertakes that it will act in accordance with the laws of the country to which it wants to send, which is included in the text of the SMS sent. It acknowledges and undertakes that Uipapp cannot be held responsible in any way and that it is entirely responsible for sending them.

In SMS sending of the CUSTOMER, the country laws of sms content and sms direction differ. Countries can filter regardless of the content of SMS text coming from outside their own area code. For this reason, international sms sending is different in the operation of each country and UIPAPP does not provide 100% delivery guarantee. In the event that SMS texts are not delivered to the end user, Uipapp accepts and undertakes that it cannot be held responsible in any way, and that it is entirely responsible.

The CUSTOMER can use the '' Account Credit '' balance, which he has loaded into his account for SMS sending, for a period of one year provided that it is valid from the date of the last account credit he has loaded. All unused credits are deleted after 1 year. Each newly loaded account loan extends the usage period of all credits in the account by 1 year as of the upload date. The CUSTOMER acknowledges and undertakes that Uipapp cannot be held responsible for any account credits that have been deleted and that it is entirely responsible.

The CUSTOMER is deemed to have obtained the GSM numbers sent by SMS legally and with permission. Uipapp cannot be held responsible for this in any way. All legal responsibilities and liabilities belong to the CUSTOMER.

WARRANTIES AND DISCLAIMERS
THE INTERNET IS A COMPLEX NETWORK OF EQUIPMENT, SERVICES, AND PROVIDERS OF INFORMATION, THUS THE SERVICE MAY NOT BE AVAILABLE TO YOU AT ALL TIMES. YOU ACKNOWLEDGE THAT THE BULK SMS SERVICES AND OTHER SERVICES MAY NOT ALWAYS BE AVAILABLE, AND WITH THE EXCEPTION OF ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, UIPAPP EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS WITH RESPECT TO THE BULK SMS SERVICES OR OTHERWISE ARISING FROM THIS AGREEMENT WHETHER EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE BULK SMS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

LIMITATIONS OF LIABILITY
Limit. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF UIPAPP (INCLUDING ITS REPRESENTATIVES AND SUPPLIERS) TO YOU, THE CLIENT, FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED THE AMOUNT PAID BY YOU, THE CLIENT, DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH YOU, THE CLIENT, MAKE YOUR FIRST CLAIM FOR DAMAGES.
Indirect Damages. Uipapp (INCLUDING ITS REPRESENTATIVES AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU, THE CLIENT, OR YOUR END USERS IN ANY WAY WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, REVENUE OR PROFIT RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OR USE OF THE HOSTING SERVICES. THIS LIMITATION SHALL APPLY WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, OR WHETHER UIPAPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion of incidental, special or consequential damages. If any jurisdiction having applicability to the TOS does not permit any such exclusion or limitation, Uipapp's total liability to you in connection with any incidental, special or consequential damages will be limited by section

Allocation of Risk. You (the Client) and Uipapp understand and agree that, to the extent permitted by applicable law, the foregoing exclusions and limitations of liability represent the parties' agreement as to allocation of risk between them in connection with their respective obligations under this Agreement. The fees payable to Uipapp reflect, and are set in reliance upon, this allocation of risk and the exclusions and limitations of liability set forth in this Agreement.

INDEMNIFICATION
You agree to indemnify and hold Uipapp and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys' fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to Your Content, your use of the Services or any wilful misconduct on your part.

AGREEMENT
Entire Agreement. These TOS and all documents incorporated herein by reference constitute the complete agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding such subject matter.
Severability. Should any provision of this Agreement be held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.
Waiver. No waiver of any part of this Agreement will be deemed to be a waiver of any other provision. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in a writing signed by the party waiving enforcement.
Interpretation. The headings used in the Terms are for convenience of reference only. No provision of the Terms will be interpreted against any party merely because that party or its legal representative drafted the provision. All remedies are cumulative. Throughout the TOS, the term "including" or the phrases "e.g.," or "for example" have been used to mean "including, without limitation".

ASSIGNMENT
TOS: You may not assign the agreement represented by these TOS, either in whole or in part, without the prior written consent of Uipapp. Any other attempted transfer or assignment of rights hereunder shall be null and void.
Uipapp: Uipapp may assign its rights and obligations hereunder without your prior consent.

NOTICE
Notice. Any notice or other significant communication given to you pursuant to the Terms will be in writing, addressed to any email address or address that you provided to Uipapp when acquiring your first Service (as updated by you in accordance with section) and sent to you by email or by nationally recognized overnight courier as applicable. Any notice or other significant communication given to Uipapp pursuant to the TOS will be in writing and sent to Uipapp at the address then listed on the Site in the Contact Us section by fax or nationally recognized courier. Notices will be deemed to have been received one business days following: (i) email transmission by Uipapp to you; (ii) deposit with a globally recognized overnight delivery service, all delivery charges pre-paid; or (iii) transmission if sent by facsimile and receipt confirmed by the facsimile machine used.

OTHER
Governing Law: This Agreement will be governed by the laws of the City of London and the laws of the United Kingdom applicable herein, without reference to its conflict of laws provisions. The parties accept the jurisdiction of the London courts, the courts of London.
Independent Contractors. The relationship between the parties is that of independent contractors, not partnership, joint venture, employment, franchise or agency. Except as expressly stated herein, neither party may enter into any liability on the other's behalf without the prior written consent of the other.
Force Majeure: Neither party will be liable for any failure or delay in its performance under this Agreement, for any cause beyond its reasonable control, provided that such party immediately notifies the other of such reason and will make reasonable business efforts to correct such failure or delay in performance.

AMENDMENT
Uipapp may change the TOS from time to time and at any time. When Uipapp changes the TOS, Uipapp will: (i) post the updated version of the TOS on the Site together with the date on which it was revised; and (ii) on home page for the Site for at least 30 days following any change to the TOS post a notice that the TOS have been updated.
As well, Uipapp may, but is not obliged to, ask you to actively confirm your consent to the revised TOS. If Uipapp does not do so, but you continue to use the Services or Site after the changes come into effect, you will be deemed to have agreed to abide by the revised TOS. If you do not agree with the revised TOS without qualification, terminate any existing Services that you are receiving from Uipapp and instruct Uipapp to disable any password for the Site assigned to you.
Uipapp reserves the right, in its sole discretion, to change or modify the Site from time to time including but not limited adding or removing functionality or features or changing its name.
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