The following agreement describes the agreement, on the one hand of Mobile Electronic SA (hereinafter Phonify), and the client or person contracting (hereinafter the Customer ) agree to enter into this agreement:
Phonify is a messaging platform SMS / MMS easy to use in the cloud.
Brands , agencies and developers can connect with your audience in minutes using text messages, one of the most effective methods of communication.
Phonify allows both sending and receiving text messages, multimedia, WAP payments.
Phonify has contractual relationship with various mobile operators - hereinafter Operators - in different countries so that they run transport services.
The client is interested in incorporating SMS messaging services or carrier billing to your application, brand or business.
The purpose of this agreement is to establish the terms and conditions under which Phonify provide their technology support and provide its customer service, so that it incorporates the use of mobile telephony.
Subject to these terms ELECTRONIC MOBILE S.A. grants the Client a non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services registered under No. 9,739, of December 17, 1937 on the protection and registration of intellectual property rights.
The customer shall access with the credentials provided (email and password), which you can access through a management panel to create and manage your services and check statistics of your account in real time.
The user can access the services through the service of SMS text messaging.
Sending messages can be verified from a digital cell phone of a subscriber's mobile phone service belonging to the Operators with which Phonify have existing agreements, provided such companies operate compatible systems and communications infrastructure of Phonify. If for technical or commercial decisions of the Operators, technical compatibility ceased to exist, this Agreement shall terminate without liability to any Party.
Phonify will develop, deliver and provide Customer with continuous innovation for the Service in the form of new features, functionality and efficiencies. Said services linked to the software developed by ELECTRONIC MOBILE S.A. or by third parties are: implementation on the client, integration, technical support, version updating and correction, corrective and evolutionary maintenance, data conversion and migration, quality testing and certification, and computer risk.
The Customer acknowledges and accepts that Phonify may be temporarily out of service, conditioned or affected by capacity constraints, atmospheric phenomena and any other natural or artificial circumstances affecting transmissions. And agree that the Service may be interrupted, suspended or arrested for equipment modifications, engineering work or any work, repair or similar activities necessary for the best or correct functioning of Phonify, or may exhibit delays in delivery or receiving messages due to the intrinsic characteristics of the service, in which case compensation shall not Phonify any kind.
In this sense, Phonify not guarantee the absence of incidents and disruptions in their platform or network, so that the customer is not liable for damages of any kind, and interruptions due to incidents beyond the control and / or control Phonify.
However Phonify always attempt to notify in advance any maintenance or planned outage.
The client agrees to use Phonify under the law, morality and generally accepted good practices and public order, and to refrain from using services for purposes that are illegal, harmful to the rights and interests of others, or in any manner that could damage, disable, overburden, or impair Phonify or other system users (hardware and software), as well as documents , files and all kinds of content stored on their computers, or prevent the normal use or enjoy Phonify, by other clients and / or other users. The customer agrees not to use, transfer, distribute or make available to third parties through Phonify, messages in any way:
Corresponds to the customer for its sole expense, adequate publicity and dissemination of the products and services.
The Parties may establish agreements for joint advertising and dissemination that must be concluded in writing through Annexes that will form part of this Agreement.
Phonify not be liable to the User in any manner, the nature, legality or not, regularity or otherwise of the promotion or advertising methods used by the customer.
The customer is obliged to promote and advertise respect the rights of others of any kind and regulations.
The customer is obliged to apply for and obtain permits, authorizations and the like that apply in each case, in accordance with current regulations.
The customer will indemnify Phonify for any third party claims based on promotions and advertising made, including claims based on third-party exclusivity, copyright, infringement of the rules on communications, promotions, sweepstakes, contests or competitions, or rights trademark .
Users will pay the charges for each message sent, that bill and then deduct the operator concerned. Customer revenues are set according to factors such as operator, as the message.
The operators, in accordance with its rules and procedures, collected the amounts billed to its subscribers for each short number used, and will pay a percentage of Phonify trafficked and effectively collected messages to users using short numbers (shortcodes) assigned to Phonify.
From the entry into force of this agreement, the income derived from the value of each text message actually charged to users, generated by client activity.
In the case of licensed content, the above percentages apply after deducting payments for property rights of copyright and related rights if applicable, and any other similar or analogous costs associated with advertising, promotion and marketing of Licensed Content.
Any awards to surrender, be borne solely by the customer, except as otherwise stipulated in writing by mutual agreement between the parties.
Within fifteen (15 ) days immediately following the end of the billing cycle of the operators, customer Phonify present details of services applications effectively made and charged to users, identifying requests generated by the client, according as requested by the user. Upon receiving this information, the client that generated Phonify bill. Invoices shall be paid by Phonify within thirty (30 ) days immediately following receipt.
The Parties agree that all amounts payable Phonify to the client, be paid in the currency in which the corresponding operator Phonify pay him.
This agreement does not guarantee any minimum customer revenue generation.
The parties agree that all information relating to the other party shall be treated as Confidential Information. It may not, directly or indirectly, or through any person and in any form, provide, transmit, publish, reproduce, or to the knowledge of third parties in any time sensitive information. Otherwise, the party in breach of this obligation will be subject to the penalties provided by law, and to pay the damages incurred, reserving the aggrieved party, at any time, be entitled to terminate this agreement.
The Parties may disclose confidential information with the express permission granted in writing by the other party , or when the information is required by the regulator or by any competent authority in accordance with the laws in force in the country.
The confidentiality obligation shall continue until one year after completion of the contractual relationship between the parties.
The Services related to the messaging platform, accessed by the Client through this Contract or any other online or written form constitute software production activities and related activities, covered by Law No. 9,739, of December 17, 1937 of protection and registration of intellectual property rights.
Neither party may assign this Agreement , or the rights and obligations under it, without prior written consent of the other Party.
Notwithstanding the foregoing, the parties agree that Phonify may assign this agreement and the rights and obligations it provides, its partnerships and / or associated companies, run businesses, subsidiaries and affiliates, without prior consent of the client.
This agreement is the express manifestation of the will of both parties relating to its subject, and supersedes all oral and written agreements made in this regard prior to the date of this agreement, and does not create any partnership or joint venture beyond what specifically is set to the same. Any modification to the agreement and / or its Annexes forming part thereof, shall be in writing.
The declaration of nullity or invalidity of any provision contained in this agreement award or decision will not affect the validity of the remaining provisions. The parties will negotiate in good faith mutually satisfactory replacement or modification of the clause declared invalid or void by others in similar terms and effective.
The waiver of rights under the agreement by either party shall be in writing. Failure by either party to require the other strict compliance with the obligations under the agreement, on one or more occasions shall not be considered in any way as a waiver to the corresponding law or deprive that party of the right to require strict compliance with the / s / liability is contractual / is a posteriori.
This agreement will have an initial term of six (6) months from the date of your subscription, automatically renewable for equal periods, unless either Party gives written notice to the other of its intention not to renew it, with a minimum thirty (30) calendar days of the end of the contract period or any extension thereof.
Will be grounds for termination of this agreement:
The course of the term of the Agreement or any renewals thereof when mediated opposition to its extension in the terms established for that purpose in the respective clause.
The declaration of suspension of payments or bankruptcy of either party and making an agreement to remove and / or wait between either of them and their creditors, or submission to any kind of judicial or extrajudicial insolvency proceedings, or making any kind of arrangement with its creditors in bankruptcy.
The termination, for any reason, one of the parties to the business continuity of its core business line, substantially altering the nature of the client, liquidation or orderly shutdown.
The termination of the agreement by either party as a result of breach of any of its obligations under this agreement by the other party if such breach is not corrected within a maximum period of 15 (fifteen) days after written request for correction of the other party. Unless such default shall be deemed irremediable or make impossible the fulfillment of the agreement to the complainant, in which case the ruling may be immediate, without prejudice to any claim for damages may apply.
The revocation by any third party, for any cause, licenses, permits, authorizations or short numbers necessary for the execution of this agreement.
Any dispute arising from the interpretation or implementation of this agreement will be resolved directly by the parties, to which end they undertake to use their best efforts to the harmonic solution of it based on the rules of good faith and according to the common intention expressed by both Parties.
Nevertheless If differences persist, the dispute shall be submitted to the decision of the Courts of the City of Montevideo, Republic of Uruguay.
Parties incur in default as of right by the mere fact of doing something contrary to the agreement or not do something according to the agreement.
Accepted legal value of communications by telegram , as can be evidenced receipt.
It will for the addresses of the parties at the hearing constituted.
In accordance with the above, the client start Phonify registration, Customer agrees herein.
For the purposes of this agreement, it is understood that the following terms defined: