Term & Conditions
OnlineNOTEZ Terms of Service
WHEREAS, Customer desires to access the OnlineNOTEZ distribution Infrastructure for worldwide sending and receiving of short messages containing personalized or specialized content, or other information, directly to/from cellular phones, pagers, or other mobile devices.
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:
"Advertising" means any advertising and sponsorship displayed on the Messages.
"Brands" means the OnlineNOTEZ Brand and the Customer Brand.
"Customer Brand" means Customer's corporate identity elements, including without limitation its name and logo and such other trademarks, trade names, trade dress, service marks, and service names that Customer uses from time to time.
"Customer Content" means all information, graphics, Advertising, artwork, editorial, and other content created by Customer, its employees, contractors or agents for use on the pages. Customer Content excludes any messages, data or other information provided by Customer Users or any third parties in connection with the OnlineNOTEZ Services.
"Customer Site" means Customer's Web site, currently located on the World Wide Web.
"Customer User" means any third party who provides message content to the Customer for distribution via the OnlineNOTEZ service.
"Effective Date" means the date set forth in the initial paragraph of this Agreement.
"HLR" means Home Location Register lookup and query services.
"Fees" means the fees paid for the Services as detailed at clause 5 below.
" OnlineNOTEZ Brand" means OnlineNOTEZ corporate identity elements, including without limitation its name and logo and such other trademarks, trade names, trade dress, logos, domain names, service marks and service names that OnlineNOTEZ owns from time to time.
" OnlineNOTEZ Content" means all information, graphics, artwork, and other content created by OnlineNOTEZ, its employees, contractors or agents for use on the OnlineNOTEZ Web Site. OnlineNOTEZ Content excludes Customer Content and any messages, data or other information provided by Customer Users or any third parties in connection with the OnlineNOTEZ Services.
"Services" means products, software, services, websites, telecommunications, HLR and messaging services as provided to the Customer by OnlineNOTEZ.
"SMS" and "Messages" means short message service, i.e. concise messages containing personalized or specialized content, or other information, sent directly to/from cellular phones, pagers, or other mobile devices using the OnlineNOTEZ Service.
"Software" means OnlineNOTEZ software and services as supplied to the Customer to facilitate the provision of the Services.
1. Your relationship with OnlineNOTEZ
1.1 Your use of OnlineNOTEZ 's products, software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by OnlineNOTEZ under a separate written agreement) is subject to the terms of a legal agreement between you and OnlineNOTEZ. " OnlineNOTEZ " means OnlineNOTEZ web site at http://www.onlinenotez.com, owned by Singularity0 Ltd. whose principal place of business is at 8000, Odrin 15, Burgas, Bulgaria. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 These Terms of Service form a legally binding agreement between you and OnlineNOTEZ in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".
2. Accepting the Terms
2.1 In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
2.2.1 clicking to accept or agree to the Terms, where this option is made available to you by OnlineNOTEZ in the user interface for any Service; or
2.2.2 by actually using the Services. In this case, you understand and agree that OnlineNOTEZ will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with OnlineNOTEZ, or (b) you are a person barred from receiving the Services under the laws of England and Wales or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Terms of Service for your records.
3. Obligations of OnlineNOTEZ
3.1 Service. OnlineNOTEZ shall operate the Infrastructure for use by the Customer subject to the terms and conditions of this Agreement.
3.2 Service Level. OnlineNOTEZ will terminate messages to mobile terminals as fast as commercially possible as soon as the Handsets of such Users are ready to receive the Messages. However, due to factors beyond its control, OnlineNOTEZ does not guarantee latency nor final delivery to the mobile terminal. If messages sent by the Customer cannot be delivered to the intended Users they will be stored for a maximum of 24 hours after which time they may be deleted.
3.3 No Warranty OnlineNOTEZ Services ("Services") are provided "as is" and OnlineNOTEZ and its suppliers expressly disclaim any representation or warranty regarding the performance, availability, functionality or any other aspect of said services. OnlineNOTEZ and its suppliers make no warranty that the use of services will be uninterrupted, timely, secure, or error-free; nor do OnlineNOTEZ or its suppliers make any warranty as to the results that may be obtained from use of the services.
3.4 Support Services. Any service interruption/ breakdown in Customers connectivity to the OnlineNOTEZ shall be reported immediately to OnlineNOTEZ by email to enable OnlineNOTEZ to take reasonable steps to assist and co-operate with Customer, wherever possible, in restoring such technical faults. Technical breakdowns will be analysed jointly by OnlineNOTEZ and Customer. OnlineNOTEZ will be responsible only for elements that are in its direct control and will try to solve the problem and restore service as quickly as possible.
3.5 Support. OnlineNOTEZ shall provide Customer with full support via email. OnlineNOTEZ shall respond to all email requests within seventy two (72) hours.
3.6 Network Reach. OnlineNOTEZ maintains at all times a current list of mobile operators being covered. OnlineNOTEZ reserves the right to alter the list adding or deleting operators, as appropriate. While OnlineNOTEZ will cover as many mobile operators as commercially practicable, OnlineNOTEZ does not undertake, represent or warrant that any particular mobile operator will continue to be reachable by OnlineNOTEZ at any time in the future. The current list of mobile operators is available for inspection from OnlineNOTEZ on request.
4. OBLIGATIONS OF CUSTOMER
4.1 Message Content. Customer shall be solely responsible for the content of the Messages (including any applicable Advertising content), scheduling and management of all Messages, and OnlineNOTEZ shall have no liability or responsibility with respect thereto. Customer undertakes to do everything necessary so that the content of the messages do not harm the image of OnlineNOTEZ. In this regard, Customer undertakes notably to avoid any risk of confusion between itself, OnlineNOTEZ, and mobile operators. Customer undertakes to identify itself within the content or alphanumeric sender of each SMS message. Customer shall indemnify OnlineNOTEZ against all losses, claims, costs, expenses and liabilities which OnlineNOTEZ may suffer as a result of the content of any Messages or the use of the OnlineNOTEZ services by Customer for any unlawful or abusive purpose.
4.2 Spam Prevention. Customer will use reasonable commercial efforts to prevent spam (as such term is commonly understood) and abusive or illegal content from reaching mobile device users. In the event one of the Parties receives complaints regarding usage of the Service for the purpose of sending spam, illegal or abusive content, the Party shall immediately notify the other Party and both Parties will work diligently and in good faith to identify the source of such activity and to stop such activity as soon as practicable. Both Parties shall cooperate in identifying, and bringing appropriate legal action against such activity. The Parties shall coordinate all other lawful action reasonably requested to stop such activity and prevent the shutdown of the Service. OnlineNOTEZ reserves the right to filter and refuse messages from Customer Users that contain objectionable content, and to refuse to deliver messages intended for receipt by mobile users who have requested OnlineNOTEZ not to send any messages to their mobile device. The Customer acknowledges that third party content may be displayed, duplicated, distributed or made available through the OnlineNOTEZ Services, and that OnlineNOTEZ does not control such content nor makes any warranty whatsoever regarding such content. OnlineNOTEZ specifically disclaims any warranty that such content will not infringe or misappropriate any intellectual property right of a third party, constitute false, deceptive or unfair advertising or disparagement under applicable law, or fail to comply with applicable laws or regulations. Under no circumstances will OnlineNOTEZ be liable for, or will any indemnification rights arise out of or in connection with, (a) such third party content or (b) the use of the OnlineNOTEZ Services by any Customer User, including any claim that such use constitutes unsolicited messages or violates anti-spam or privacy laws or regulations.
5. FINANCIAL ARRANGEMENT
5.1 Fees. In full consideration for the Services provided by OnlineNOTEZ hereunder, Customer shall pay OnlineNOTEZ a fee for each SMS Message sent by OnlineNOTEZ. OnlineNOTEZ reserves the right to adjust Fees at any time after the Effective Date. Details of Fees can be accessed by the Customer at any time by logging into the Customer's account section in “Send SMS” tab under “View Rates” link.
5.2 Prepayment. Customer agrees to pre-pay OnlineNOTEZ for services and acknowledges and agrees that OnlineNOTEZ shall only be obliged to provide services under this Agreement to the extent that is has been paid in advance. OnlineNOTEZ shall provide Customer with said services upon receipt of funds via bank transfer, or other agreed payment method. The Prepaid Amount will constitute a credit to Customer and shall be applied against all Fees.
5.3 Any Prepaid Credit will be valid only for 120 days from date of payment to OnlineNOTEZ, upon which the aforementioned Prepaid Credit and affiliated Fees rate will expire. Any expiry of Prepaid Credit will not affect any other Prepaid Credit held by OnlineNOTEZ on behalf of the Customer.
5.4 Currency. All payments hereunder are applied to your OnlineNOTEZ account in Euros.
5.5 Any charges incurred from payment gateways, banks and other intermediaries in receiving funds will be deducted and the balance applied as prepaid credit to the Customer's account.
6. NON DISCLOSURE
6.1 Public disclosure. Neither Party will issue any other release or otherwise publicise the terms of this Agreement without the prior written consent of the other Party.
7. INTELLECTUAL PROPERTY AND TECHNOLOGY
7.1 OnlineNOTEZ 's Intellectual Property. Customer acknowledges and agrees that OnlineNOTEZ owns all rights, titles and interests in and to all intellectual property associated with the OnlineNOTEZ Services, including without limitation the OnlineNOTEZ Site, the OnlineNOTEZ Brand and the OnlineNOTEZ Content and each underlying source code and object code. Nothing in this Agreement shall be construed as giving Customer any title to, or ownership rights in, any intellectual property associated with the OnlineNOTEZ Services or such underlying source code or object code. Under no circumstances shall any part of the OnlineNOTEZ Services technology be physically transferred to Customer.
7.2 Customer's Intellectual Property. OnlineNOTEZ acknowledges and agrees that Customer owns all right, title and interest in and to all intellectual property associated with the Customer Site, including, without limitation the Customer Brand and the Customer Content and all underlying source code and object code. Except as provided elsewhere in the Agreement, nothing in this Agreement shall be construed as giving OnlineNOTEZ any title to, or ownership rights in, any intellectual property associated with the Customer Site or underlying source code or object code.
8. Proprietary rights
8.1 You acknowledge and agree that OnlineNOTEZ owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by OnlineNOTEZ and that you shall not disclose such information without OnlineNOTEZ 's prior written consent.
8.2 Unless you have agreed otherwise in writing with OnlineNOTEZ, nothing in the Terms gives you a right to use any of OnlineNOTEZ 's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with OnlineNOTEZ, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms.
8.4 Other than the limited license set forth in Clause 11, OnlineNOTEZ acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with OnlineNOTEZ, you agree that you are responsible for protecting and enforcing those rights and that OnlineNOTEZ has no obligation to do so on your behalf.
8.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
8.6 Unless you have been expressly authorised to do so in writing by OnlineNOTEZ, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.
9. Licence from OnlineNOTEZ
9.1 OnlineNOTEZ gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided to you by OnlineNOTEZ as part of the Services as provided to you by OnlineNOTEZ (referred to as the "Software" below). This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by OnlineNOTEZ, in the manner permitted by the Terms.
9.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by OnlineNOTEZ, in writing.
9.3 Unless OnlineNOTEZ has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
10. Content licence from you
10.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give OnlineNOTEZ a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This licence is for the sole purpose of enabling OnlineNOTEZ to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.
10.2 You agree that this licence includes a right for OnlineNOTEZ to make such Content available to other companies, organisations or individuals with whom OnlineNOTEZ has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
10.3 You understand that OnlineNOTEZ, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit OnlineNOTEZ to take these actions.
10.4 You confirm and warrant to OnlineNOTEZ that you have all the rights, power and authority necessary to grant the above licence.
11. Software updates
11.1 The Software which you use may automatically download and install updates from time to time from OnlineNOTEZ. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit OnlineNOTEZ to deliver these to you) as part of your use of the Services.
12. Ending your relationship with OnlineNOTEZ
12.1 The Terms will continue to apply until terminated by either you or OnlineNOTEZ as set out below.
12.2 If you want to terminate your legal agreement with OnlineNOTEZ, you may do so by (a) notifying OnlineNOTEZ at any time and (b) closing your accounts for all of the Services which you use, where OnlineNOTEZ has made this option available to you. Your notice should be sent, in writing, to OnlineNOTEZ 's address which is set out at the beginning of these Terms.
12.3 OnlineNOTEZ may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) OnlineNOTEZ is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom OnlineNOTEZ offered the Services to you has terminated its relationship with OnlineNOTEZ or ceased to offer the Services to you; or
(D) OnlineNOTEZ is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by OnlineNOTEZ is, in OnlineNOTEZ 's opinion, no longer commercially viable.
12.4 Nothing in this Section shall affect OnlineNOTEZ 's rights regarding provision of Services under Section 4 of the Terms.
12.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and OnlineNOTEZ have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 9 shall continue to apply to such rights, obligations and liabilities indefinitely.
13.1 OnlineNOTEZ cannot offer refunds of credit held on account with the exception that OnlineNOTEZ may at its discretion provide a refund to a Customer where the Customer provides written evidence to OnlineNOTEZ that messages have failed to terminate on a consistent basis.
14. Limitation of Liability
14.1 The Services are provided "as is" and OnlineNOTEZ, its Subsidiaries and Affiliates, and its licensors give you no warranty with respect to them.
14.2 In particular and so far as allowed by law, OnlineNOTEZ, its Subsidiaries and Affiliates, and licensors do not represent or warrant to you that:
(A) your use of the Services will meet your requirements,
(B) your use of the Services will be uninterrupted, timely, secure or free from error,
(C) any information obtained by you as a result of your use of the Services will be accurate or reliable, and
(D) that defects in the operation or functionality of the OnlineNOTEZ Software provided to you as part of the Services will be corrected.
14.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.
15.1 Entire Agreement. This Agreement, including all of its Appendices, Exhibits and Schedules, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes any and all previous arrangements with respect to the subject matter hereof, whether oral or written.
15.2 Headings. The headings in this Agreement are for convenience only and shall not be construed to define or limit any of the terms herein or affect the meaning or interpretation of this Agreement.
15.3 Interpretation - English Law. This Agreement shall be governed by and interpreted in accordance with English law and the Parties submit to the non exclusive jurisdiction of the English courts in connection with any dispute that may arise in relation to it.
15.4 Third-Party Beneficiaries. This Agreement shall not provide any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, cause of action or other right. The Parties do not intend any term of this Agreement to be enforceable pursuant to the Contract (Rights of Third Parties) Act 1999.
15.5 Liability. Neither Party shall be responsible or liable to the other Party for, and shall not pay, any amount of special, incidental, consequential or other indirect damages whatsoever, including, but without limitation, damages based on lost revenue, loss of business profits, loss of business information, business interruption, loss of goodwill, loss of anticipated savings or otherwise, regardless of whether advised of the possibility of such losses in advance. OnlineNOTEZ 's maximum aggregate liability under this Agreement shall not exceed the the sum paid to OnlineNOTEZ by the Customer for the provision of the Services.
15.6 Notices. All notices, periodic updates, offers or other communications under or in connection with this Agreement shall be in writing and, unless otherwise stated, may be given in person, by post (delivered by courier), by facsimile, e-mail or any other electronic communication.
For Fees, including individual message fees and HLR fees, please refer to http://www.onlinenotez.com/prices/