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Legal
This Agreement is entered into between Sinch (defined below) and Customer. Sinch and Customer are together referred to as the “Parties” and each a “Party”. The account creator represents and confirms to Sinch that you are the duly authorized representative and signatory of the Customer to act for and on behalf of the Customer to enter into the Agreement. All information provided is complete and accurate. The Agreement shall be effective on the date at which time the account is created and verified.
| If you are domiciled in | You are contracting with | Notice should be addressed to |
|---|---|---|
| United States of America or Canada | MessageMedia U.S.A, Inc. | MessageMedia U.S.A., Inc., Legal Department, One North Wacker Drive, Suite 2500, Chicago, IL 60606 |
The Services are governed by and incorporate the following documents in effect as of the date of the creation of the account (“Effective Date”). All documents collectively referred to as the “Agreement”:
| Agreement | Location |
|---|---|
| General Terms and Conditions (“GTC”) | https://sinch.com/general-terms-and-conditions/ |
| Data Protection Agreement (“DPA”) | https://sinch.com/data-protection-agreement/ |
| Messaging Supplemental Terms and Conditions | https://sinch.com/messaging-supplemental-terms-and-conditions/ |
| Artificial Intelligence Supplemental Terms and Conditions | https://sinch.com/artificial-intelligence-supplemental-terms-and-conditions/ |
| SimpleTexting Supplemental Terms | Set forth below. |
These Sinch SimpleTexting Supplemental Terms (this “ST Supplement”) supplements the Agreement between Sinch and Customer (the "MSA") and applies to Customer’s use of the Sinch SimpleTexting product and related services ordered under an Order Form (the “SimpleTexting Services”). Capitalized terms not defined herein have the meanings given to them in the Agreement. In the event of a conflict between this Supplement and the Agreement, this Supplement shall prevail with respect to the SimpleTexting Services.
References to "Dashboard" in the Agreement means, with respect to the SimpleTexting Services, be read as references to the Sinch SimpleTexting web portal interface. The definition of “Order Form” in the Agreement expressly includes online sign-up or e-form.
The SimpleTexting Services shall commence upon Sinch’s acceptance of Customer’s Order Form or when Sinch commences providing the SimpleTexting Services to Customer, whichever occurs first (the “SimpleTexting Commencement Date”).
The SimpleTexting Services shall continue for the minimum period specified in the applicable Order Form (the “Minimum Term”). Upon expiration of the Minimum Term the SimpleTexting Services shall automatically renew for successive periods equal to the Minimum Term, unless either Party provides at least thirty (30) days' prior written notice of non-renewal before the end of the then-current term. If the Order Form does not specify a Minimum Term (or states there is no minimum term, or is described as month-to-month, casual, or no contract), either Party may terminate the SimpleTexting Services on thirty (30) days’ written notice at any time without penalty.
If an Order Form designates Sinch as Customer’s “preferred” provider, Customer shall not engage any third party to provide more than 10% of Customer’s total requirements for services substantially similar to the SimpleTexting Services.
If an Order Form designates Sinch as Customer’s “exclusive” provider, Customer shall not engage any third party to provide any services substantially similar to the SimpleTexting Services.
Sinch may modify any fees applicable to the SimpleTexting Services in its sole discretion upon written notice to Customer. For purposes of this Section, notice may be given by email and shall be deemed given once dispatched from Sinch’s email server.
The following billing and credit terms apply to the SimpleTexting Services and, to the extent of any conflict with the billing provisions in the GTCs, shall prevail.
Monthly or Annual Access Fee and Message Credits. The Order Form may require Customer to pay a monthly access fee (“Monthly Access Fee”) or an annual access fee (“Annual Access Fee”). The Monthly Access Fee and Annual Access Fee, as applicable, will be billed in advance. If the Monthly Access Fee or Annual Access Fee entitles Customer to receive message credits, it will be specified on the Order Form. Message Credits not used within the applicable period (i.e., a month or year) of purchase are non-refundable, do not carry forward, and cannot be exchanged or redeemed for cash or other credit. If Customer exceeds its monthly or annual Message Credits, additional charges shall apply.
SMS/MMS/RCS Calculation. Charges for SMS/MMS/RCS will be based on the number of SMS/MMS/RCS messages sent, calculated in accordance with standard character-count rules. An SMS/MMS/RCS containing up to 160 characters (or 70 characters if it includes Unicode characters sent via a Unicode-supported service) counts as one SMS/MMS/RCS. Longer messages are split into segments of no more than 153 characters (or 67 characters for Unicode), each counting as a separate SMS/MMS/RCS. For messages to Canadian end users, the character limits are 140 and 133 respectively. Where an SMS/MMS/RCS is sent to multiple end users, each message is counted separately.
Payment Terms. Where the Order Form specifies “Automatic Payment”, such payment is a precondition to the supply of the SimpleTexting Services and Customer authorizes SimpleTexting to charge your credit card as set forth in the “Payment Method” section of the Registration Form to a monthly Services fee, and overage fees to SimpleTexting at the agreed upon rates or SimpleTexting’s standard rates. Sinch may immediately suspend the SimpleTexting Services without notice if Automatic Payment arrangements are not maintained. Customer shall not reverse any Automatic Payment without Sinch’s prior written approval; otherwise, Customer must pay Sinch’s reasonable costs of reinstating the transaction. If an Order Form specifies post-payment, Customer shall pay each invoice within fourteen (14) days of the invoice date.
Late Payment. If an invoice is not paid when due, Sinch may charge a late payment fee of 1.5% per month (or the maximum amount permitted by applicable law, whichever is less) on the unpaid amount from the due date until paid in full. Late payment fees will be applied to balances more than fifteen (15) days overdue. Sinch may also charge reasonable costs incurred in engaging debt collection agencies.
Billing Disputes. If Customer disputes an invoice, Customer must pay the invoice on time and without set-off. Sinch shall credit Customer if it is later determined that a credit is owed. Customer must raise any billing dispute in writing within sixty (60) days of the invoice date; failure to do so shall constitute acceptance of the invoice.
Credit Checks. Sinch may, at its discretion, obtain a credit report about Customer from a credit reporting agency to assess Customer’s application and collect overdue amounts. Sinch may disclose to credit reporting agencies information regarding Customer’s account, including overdue payments and dishonored transactions. Customer authorizes Sinch to conduct such credit checks and exchange credit information with other credit providers in accordance with applicable law.
Third-Party Charges. If third-party costs or fees imposed on Sinch in connection with the SimpleTexting Services increase (including carrier rates, surcharges, and currency conversion costs), Sinch may immediately pass such increased charges on to Customer. Where practicable, Sinch will provide Customer with reasonable notice of such increases.
Early Termination Fee. If the SimpleTexting Services are terminated during the Minimum Term (other than by Customer for Sinch's material breach), Customer shall immediately pay Sinch an early termination fee calculated as the greater of: (a) 45% of the average monthly amount invoiced to Customer from the SimpleTexting Commencement Date until the date of termination, multiplied by the number of remaining months (or any part thereof) of the Minimum Term; or (b) 45% of the “Total Monthly Fee” noted in the Order Form, multiplied by the number of remaining months (or any part thereof) of the Minimum Term. Payment of the early termination fee does not prejudice any other right of Sinch to claim damages.
In addition to the Sinch AUP and the restrictions set forth in Section 2.3 of the Messaging Supplement, the following SimpleTexting-specific restrictions apply to Customer's use of the Engage Services. Customer shall not (and shall ensure that its end users do not):
use the SimpleTexting Services for purposes unconnected to Customer’s legitimate business or commercial activities;
when using chatbots or other automated or AI products offered by Sinch, send an unacceptably high volume of end-user questions with answers based on content uploaded into the Sinch platform, with Sinch retaining discretion as to what constitutes an “unacceptably high” volume;
transmit cardholder data through the SimpleTexting Services, or (for messages sent in the United States) include non-public personal data in any message; or
use the SimpleTexting Services in any manner that could bring Sinch or its service providers into disrepute.
The suspension, termination, and information disclosure rights set forth in Sections 6 and 7.2 of the GTCs and Section 3.1 of the Messaging Supplement apply to any breach of this Section. In addition, if Sinch suspends Customer’s account due to a breach of this Section, Customer must submit a formal request for account restoration, and Sinch may, in its discretion, charge a reasonable reactivation fee as a condition of restoring access.
If Customer uses Sinch’s API for integrations with Customer’s systems or other applications, the access, security, monitoring, and restriction obligations set forth in Sections 3.5, 4.2, 4.6, and 4.7 of the GTCs apply to Customer's use of the API. The following SimpleTexting-specific provisions supplement those obligations:
If Customer becomes aware of any data breach or security deficiency relating to its API integration, Customer shall not issue any public statements regarding the incident without Sinch's prior written approval.
Customer shall not (a) use API credentials for any purpose other than developing and distributing applications for use with the SimpleTexting Services; (b) distribute, sell, or sublicense API access to third parties; (c) use the API to benchmark or monitor Sinch's availability or performance; or (d) use the API to replicate the SimpleTexting Services or any component thereof.
Customer must take steps to prevent unauthorised access to a Service and ensure that best security practices are followed, for example, by using strong passwords, not disclosing Customer’s login credentials, by securing any web APIs, and by implementing multi-factor authentication.
If the applicable Order Form designates Customer as a reseller, the following additional terms apply. The pass-on and Service User obligations set forth in Section 4.4 of the GTCs apply to Customer’s resale customers as if they were Service Users, and the following SimpleTexting-specific provisions supplement those obligations:
Sinch grants Customer a non-exclusive right to market and resell the SimpleTexting Services to Customer’s customers during the term.
Customer’s business is independent of Sinch’s. Customer shall not hold itself out as Sinch's agent, associate, or affiliate, and shall not represent that it is the owner or operator of Sinch’s business.
Customer shall ensure that its resale customers have a valid use case for any alpha-tags and sender IDs used, in accordance with applicable law. Customer indemnifies Sinch against any claim, cost, loss, or liability arising from Customer's failure to comply with this obligation.
If Customer uses Rich Communication Services (“RCS”) as part of the SimpleTexting Services, the following additional terms apply and shall prevail to the extent of any inconsistency with the Messaging Supplement.
Definitions. “RCS Agent” means a programmatic entity that sends messages to users on behalf of a brand. “RCS for Business” means a service in which sending of multimedia messages is provided for compatible devices through an interface between mobile network operators and Google. “RCS Upscale” means a service re-routing SMS delivery as RCS messages to destinations where Sinch supports RCS. For U.S. messages: “Rich RCS” means an RCS message limited to 160 characters that may include suggested replies/actions; “Rich Media RCS” means an RCS message that includes media, videos, files, and other rich content. For non-U.S. messages: “Basic RCS” means a text-only RCS message of up to 160 characters; “Single RCS” means an RCS message that can include multimedia elements. Further details regarding RCS message types and RCS billing agents can be found at https://support.app.sinch.com/hc/en-us/articles/14248832014991-RCS-message-types-and-RCS-agent-billing-categories.
RCS Agent Registration. Customer authorizes Sinch or its affiliates to complete RCS Agent registration on Customer’s behalf. Customer shall complete any registration process Sinch requires and provide accurate information. Sinch is not liable if a service provider rejects Customer’s RCS Agent registration.
Google Terms. Customer shall comply with Google’s RCS for Business Messaging terms of service at https://developers.google.com/business-communications/rcs-business-messaging/support/tos (as updated from time to time).
RCS Charges. RCS charges will be determined by Sinch with reference to regional and service provider requirements, based on message type and volume. For U.S. messages, charges apply per Rich RCS or Rich Media RCS message. For non-U.S. messages, charges apply per Basic RCS or Single RCS message. Carrier and third-party fees, charges and surcharges related to the RCS for Business Service (“RCS Fees and Surcharges”) will be charged by Sinch in accordance with the latest version of the Carrier Fees and Surcharges document. For clarity, RCS Fees and Surcharges include fees for Customer’s RCS for Business agents, brand vetting and ecosystem certification. RCS Fees are in addition to per-message fees and may be updated by Sinch on written notice (email sufficient).
RCS Fallback. If RCS routing is unavailable, Sinch may at its sole discretion re-route the message as SMS/MMS.
The following terms apply to the use of any promotional codes (“promo codes”) made available in conjunction with the SimpleTexting Services.
Promo codes are available for a limited time only and are provided to eligible users on a first-come, first-served basis. The offer is open only to new customers unless otherwise specified.
Promo codes cannot be applied to previously placed purchases.
Promo codes that offer a percent only apply to the plan amount and do not apply to passthrough fees or number fees.
Promo codes are not transferable or redeemable for cash or credit
Custom plans are excluded from promo codes.
To apply a promo code, you must enter it prior to completing the order.
Sinch reserves the right to modify, suspend, or cancel any promo code at any time without notice. In case of a dispute, the decision of Sinch will be deemed final and binding.