THIS SERVICE PROVIDER AGREEMENT (the “Agreement”) describes and regulates as applied to and in accordance with the conditions and requirements of BULKNESS services stored on bulkness.com website, a valid and binding agreement between BULKNESS and any entity (the “Customer” or “you”) registered on the website. Hereby Agreement is applicable to any change without prior notice.
The following terms shall be used hereinafter:
2. We shall provide you with following service features:
2.1 Bulk SMS connectivity;
2.2 sending one-way Mobile-Terminated SMS from your own applications using our API.
3. We shall provide Technical Support of the services.
4. We enable individuals or businesses to connect to our server in order to facilitate SMS messaging directly to our gateway using our application program interface (API) service.
5. You acknowledge that we may establish general practices and limits concerning use of our services.
6. Your logged information will be retained on our servers for a period of one calendar year.
7. Messages are deemed to have been delivered when the messages are sent to the immediate destination that our software is programmed for, through our servers or API that are deemed to be the point of dispatch of the message.
8. We provide a fully dynamic sender address, which means that the sender ID is fixed by you and is included automatically as part of SMS text. Your Sender ID will be checked against Operator’s and applicable legislation requirements for suitability and ones deemed unsuitable will be disapproved, refused or edited. You must at all times be vigilant in the use of any Sender ID and must not use any inappropriate words or phrases that can potentially upset, insult, trick or deceive the Subscribers. We have full and final authority over usage of Sender ID and will ban, edit, remove or disapprove certain words and phrases that are deemed unsuitable or inappropriate on our sole discretion.
9. If you have not selected a specific band or profile that supports delivery to a specific destination or you have sent SMS messages to destination within the area that doesn’t have network coverage, you understand and agree that messages sent may not be delivered to such destinations. In case SMS message was not delivered within 48 hours period, the resending process will be stopped automatically and the message status will be changed to “expired”.
10. Please note that, although we focus on providing extensive coverage aggregation services, third party service providers may choose from time to time to not be part of our networks or the networks of our service providers. This may also result in messages not being delivered.
11. Within our service functionality we shall undertake to respect yourinformation confidentiality and we will not edit, or disclose any of your personal information or account details without your prior permission.
12. You understand and acknowledge that we may access, preserve and disclose your personal information or your contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
12.1 comply with legal process;
12.2 enforce this agreement;
12.3 respond to claims that any content violates the rights or property of any third party including (without limitation) mobile network operators and Subscribers;
12.4 respond to your requests for technical service;
12.5 enable the third parties and us to provide the services to you;
12.6 protect the rights, property or personal safety of BULKNESS, its' users and the public.
13. You understand and acknowledge that we shall have the right (but not the obligation) in our sole discretion to pre-screen, refuse, or remove any content that is available via using of our services including (without limitation) any kind of SMS content to ensure that messaging comply with our terms and conditions and don’t violate any applicable law. In this regard, you agree that you must evaluate, and bear all risks associated with, the use of any ontent, including any reliance on the accuracy, completeness, or usefulness of such content.
14. You understand, agree and give us the right to send you communications of any updates, upgrades, notices, administrative messages or other information that we deem important for you to know, relating to the service. Such communications are considered part of our service and shall not constitute spam. You may ask us to stop providing you with such communications.
15. You must proceed through the registration process as following:
15.1 to provide us with your personal details such as your full name, address and your IP address;
15.2 to agree to the terms and conditions of the Agreement.
16. To be able to use BULKNESS service, you agree to provide true, accurate, current and complete information about yourself in registration form and keep on updating the information to keep it true, accurate, current and complete. Assuming you provide false details or in case we have serious doubts about the information provided by you being false, inaccurate, incurrent and incomplete, we preserve the right to suspend or to cancel your registration and refuse any and all current or future use of our services; or to request personal details such as passport number and the place of residence.
17. Upon completion of the registration process, you receive username and password to access the website interfaces which enable account control and real-time statistics of sent messages and expenses. You are solely responsible for maintaining the confidentiality of the username and the password, as well as for any action taking place under your account.
18. You agree to notify us immediately in any case of any unauthorizedaccess (without your permission) to your account using your username and password, or any breach of security.
19. In case the password to website interface manager of BULKNESS service was lost or compromised by a third party for any reason, you may generate a new password to your account by onnecting to your account manager or bulkness.com technical support.
20. In consideration of your use of our services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving our services under any applicable jurisdiction.
When you use our services, you agree to not make any misconduct or misrepresentation including (without limitation);
21. the following misrepresentation:
21.1 deceive, mislead, defraud or otherwise make misrepresentations to any person regarding any fact or circumstance;
21.2 impersonate or attempt to impersonate or otherwise misrepresent your identity to any person or entity for whatever purpose or create a false identity mobile phone address or header;
21.3 falsely state or otherwise misrepresent your affiliation with a person or entity;
21.4 forge or otherwise manipulate origination headers, details and data on any electronic data message with a view to disguising or deleting the origin of anything transmitted using our service;
22. posting/transmitting or otherwise making available:
22.1 content which is defamatory, discriminatory, obscene, lewd, offensive, threatening, abusive, indecent, harassing, harmful, hateful or which contains pornography, religious or racial slurs or threatens or encourages violence or the like or which may violate any person's rights regardless of whether such content is accessed, transmitted, propagated, distributed, created or stored in a public or private context;
22.2 any content that violates or infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
22.3 any computer code which is designed to harm the operation of any software, hardware or network, including (without limitation) viruses, Trojan horses, worms, time bombs, cancel bots or other malicious code;
22.4 any content that you do not own or do not have the right to publish or distribute under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
22.5 any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of solicitation
22.6 any alcohol-related or other mature content (including advertisements) without appropriate age-based restrictions
22.7 any content that may have the effect of harassing or intimidating a recipient.
23. doing anything which does or may:
23.1 damage, impair, overburden or disable any system of any person (including us) using our services;
23.2 interfere with another user's use and enjoyment of the service or of similar services;
23.3 interfere with or disrupt our services, servers or networks connected to our services, or violate any requirements, procedures, policies, codes of conduct or regulations of BULKNESS or any other networks or third parties;
23.4 compromise or tamper with the security of our or any other party's software, hardware, systems, networks or services;
23.5 harm minors in any way;
24. making the following acts:
24.1 send SMS through our services during night hours, in countries where SMS distribution is limited to specific day hours.
24.2 access any of our services or any similar service or account of any third party or any network without authorization or through hacking, password brute forcing or any other means;
24.3 perform intentionally or unintentionally any illegal activities including (without limitation) violating any applicable local, state, national or international law or rules of any national or other securities exchange, and any regulations having the force of law, including (without limitation) promoting or facilitating access to, use of or sale of dangerous substances or devices;
24.4 facilitate or encourage any violations of this Agreement.
25. For all services provided to you by BULKNESS, you must only use the services in accordance with our terms for lawful purposes in accordance with all applicable local, national and international laws and regulations and for the purposes for which they are designed.
26. We encourage the use and publicity of anti-spam policies. When you use our services, you must not send junk SMS messages, spam or any unsolicited messages (commercial or otherwise).
27. You acknowledge and agree that you must not use our SMS distribution services without prior written permission of the Subscribers in countries where such permission is required by the legislation.
28. You acknowledge and agree to provide the Subscribers, in each SMS message, with the name of the entity sending the SMS message and its customer support phone number or any other contact details in order to enable the Subscribers to refuse receiving the SMS messages at any time, if required each country in the Territory where the Customer uses the services. In case the SMS message sent by you contains any advertising content, you should also add a header with the word “advertisement” and notify the Subscriber that he has the right to refuse receiving the SMS messages if required in each country in the Territory where the Customer uses the services.
29. You acknowledge and agree not to use or cause to be used BULKNESS computer systems to facilitate the transmission of unsolicited or unauthorized material. This includes any promotional materials and unlawful multi-level marketing, such as banners, hot linking, hyperlinks, "junk mail", "chain letters", "pyramid schemes", or any other form of unauthorized solicitation that you may upload, post, email, transmit, or otherwise make available through our services.
30. Violations of our Spam Policy may result in legal action against you and the termination, without notice, of your account. Such violations may subject the sender and his or her agents to civil and criminal penalties. BULKNESS does not waive any rights by the failure to enforce this policy in every instance in which it might apply.
31. SMS messages are charged at an agreed rate including (without limitation) our charges for messages delivered or partially delivered using any available delivery method based upon the billing plan we select. Please refer to the pricing pages on bulkness.com and/or your signed agreement with BULKNESS for the exact charge
32. We may from time to time for limited periods offer "free trial" or similar promotions during which no charges or reduced charges shall apply. Such promotions are intended for you to test the capabilities of the service and/or for casual, personal use only. During such promotions, all these terms apply.
33. You must pay all charges upfront by buying service credits on your account. If you have no credits, you cannot use the service. Once you have paid the upfront charges, you will be able to use the service within the frame of yours credits on the account. The charges are subtracted from the balance on your account, in real-time.
34. Charges are due and payable at the time of, or before we deliver a message to your recipients, unless otherwise specified in a signed agreement with BULKNESS. Payment is deemed to have been made as soon as the charge is available in our bank account. We may make other payment arrangements in our sole discretion, on a case-by-case basis.
35. All payouts are in US Dollars (USD) or EUR Euros (EUR) according to the rate of Bank of Republic of Cyprus on the date of the transaction. We reserve the right at any time to charge in any currency other than US Dollars or EUR Euros.
36. On your request, within 7 (seven) days of your payment we shall issue an invoice for your payment.
37. In the event of any regulatory fine as a result of using our service, we shall be entitled to withhold or deduct the amount of such fine, charge or sum from any sums payable to you under this agreement.
38. We do not refund any unused credits, branding charges, licenses, monthly administration charges, and any other charges that you pay to us. We will refund unused credits only in case when the Agreement will be terminated due to any circumstances beyond our control or in case the refund is required under the laws of the Republic of Cyprus or other applicable jurisdiction.
39. Unless stated otherwise, all charges exclude taxes imposed in connection with or arising from the provision of any service. You will provide us with sufficient information to enable the timely payment of any applicable taxes if necessary.
40. The sum payable by you upon which any taxes are imposed shall be increased to the extent necessary to ensure that, after the deduction or withholding of any taxes, we actually receive and retain, free from liability for such taxes, a net amount equal to the amount we would have received and retained in the absence of such taxes.
41. VAT: All payments transferred by you are VAT excluded.
42. The duration period of this Agreement shall commence at the moment your registration process on bulkness.com website or domains leading to this website, was successful and is ended at the moment of the Agreement termination or suspension.
43. We reserve the right to modify any or all of the terms or the services including (without limitation) the price of any incoming or outgoing SMS to any number, at any time You will with a prior written notice through e-mail address that you've provided upon registration.
44. Any changes will become effective immediately upon publishing them on the BULKNESS website. These terms may also be modified by separate agreement between you and BULKNESS.
45. You must check the BULKNESS website and the terms regularly for changes.
46. By continuing to use our services after we make the changes, you agree to be bound by the changed terms and charges.
47. If you do not accept the changed terms or charges, you must stop using the service.
48. You will be notified of such suspension or termination through e-mail address that you've provided upon registration and through bulkness.com website.
49. We shall be entitled to terminate the collaboration with you, limit your access to or suspend your account or access to part or to all of our services, at any time without any notice in the following cases (without limitation):
49.1 a breach of any clause of this Agreement;
49.2 non-payment of any fees owed by you in connection with our services;
49.3 your misconduct complying with Agreement’s essence;
49.4 if you become bankrupt, file for bankruptcy or winding up, make a general assignment to your creditors or enter into dissolution or liquidation;
49.5 remedial or preventative maintenance or improvement;
49.6 unexpected technical or security issues or problems;
49.7 third parties that are part of the SMS delivery process change, suspend or stop providing their services;
49.8 engagement by you in fraudulent or illegal activities;
49.9 requests by law enforcement or other government agencies;
49.10 your account is inactive for an extended period of time.
50. Termination of your account includes deletion of your password and all related information, files and content associated with or inside your account. We shall not be required to store your data such as registration form information, subscribers query statistic, reports etc. following the Agreement termination.
51. If this agreement ends or a service is suspended for any reason, you are responsible for any outstanding obligations including (without limitation) payment of any costs or charges that may arise in connection with such ending or suspension, and payment of all outstanding charges for use of our service before the ending or suspension.
52. We have no obligation to you after any termination or cancellation of a service or this Agreement.
53. You shall have the right to end a service at any time for any reason by providing us with a copy of your passport and your place of residence, following the procedure set out in bulkness.com website interface.
54. You acknowledge that you have decided or will decide on any investments, expenditures and commitments in full awareness of the possibility of your losses or damages resulting from such expiration or termination and are willing to bear the risk thereof.
55. In case circumstances beyond our control occur, which prevent us from performing our obligations under this Agreement, period for performing our obligations shall be postponed proportionally to the period of effect of such circumstances.
56. If force majeure lasts for more than 30 (thirty) days, then we are entitled to refuse to perform this Agreement, according to the provisions mentioned in section headed "Termination" above.
57. We shall be liable to you for timely and proper organization of the Technical Support.
58. Our liability ends the moment data regarding SMS sent by you to the Subscribers, delivered to any third parties that are part of the SMS delivery process, including (without limitation) aggregators and network providers.
59. You understand that all the content including (without limitation) information, text, hyperlinks, software, music, sound, photographs, graphics, video, tags, or other materials, whether publicly posted or privately transmitted through our services, are the sole responsibility of the person from whom such content originated. This means that not BULKNESS, but you, are entirely responsible for all content that you upload, post/transmit or otherwise make available via our services.
60. For the avoidance of doubt, under no circumstances we will be liable to you or any third parties for any content posted/transmitted through SMS messages or otherwise made available via our services including (without limitation):
60.1 the concept and format of the content, media support and advertisements;
60.2 content delivery;
60.3 accuracy integrity and quality of such content;
60.4 errors or omissions in any content;
60.5 availability of any site in case the content includes a hyperlink
60.6 any loss or damage of any kind incurred as a result of the use of any content.
61. We shall not be responsible or liable to you or to any third party for the following matters:
61.1 timeliness, deletion, mis-delivery or failure to store any information regarding your personalization settings or use of our services, maintained or transmitted by our services;
61.2 any unauthorized or unlawful access to your account or disclosure of any of your personal information by third parties, including (without limitation) hacking, website hijacking, corporate spying, etc.;
61.3 any modification, suspension, interruption or discontinuance of our services or;
61.4 constant, fault free access to BULKNESS services that we provide "as is" and "as available" and don't warrant, represent or guarantee, whether expressly or by implication, that any service is free of errors or interruptions, always available, fit for any purpose, secure or does not infringe any third party rights;
61.5 BULKNESS service compatibility with your data, programs, configurations, and additional hardware and software resources. Particularly, we shall not be liable for your or any third party loss of business or profits, disruptions, delays or failures following the integration progress or failure of the same;
61.6 any disputes and controversies between you and the Subscribers;
61.7 any trading or investment decisions or damages as a result from these decisions, based on the content posted/transmitted by you to the Subscribers or the reports provided by us;
61.8 checking if you have received a prior written permission of Subscribers for receiving the SMS messages sent by you, as described in the section Spam Policy above. You shall provide us with such written permission immediately on our request.
62. Access to service, as well as Subscriber's information transferred in form of SMS depends on various technical necessities (such as functionality of suitable mobile communication networks for selected mobile carrier, etc.), which partially beyond our powers of influence or scope of activities. If service is not available, or SMS does not reach the Subscriber or the form of the message is unfamiliar to Subscriber, we shall not be held responsible.
63. Some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so the above limitations or exclusions may not apply. In such jurisdictions, our liability (and the liability of our affiliates, employees, shareholders, agents, and network providers) shall be limited to the greatest extent permitted by applicable law.
64. Any information and/or advice whether oral or written, obtained by you from our services or software, offered by us shall not in any case be considered as a guarantee, and should be taken as advice only.
65. Notwithstanding any other provisions of this agreement, there are no limitations for us to define our trade policy in relation to changes in our trade policy or the trade policy and prices of the network providers, as well as our other partners, directly involved in services` provision of BULKNESS. This provision also includes the price of any incoming or outgoing text message to any number.
66. Any liabilities or guaranties of this Agreement that are not mentioned under the section of Limitation of Liability, Guaranties and Indemnity shall be held binding on the same level as the provisions in this section above.
67. Notwithstanding any other provisions of this agreement, you guarantee that the content of SMS messages sent by you shall not infringe intellectual property rights of third parties (including, but not limited to, copyright, patents, and trademarks), any other rights of third parties and/or requirements of the relevant legislation. In case any claims of third parties arise in connection with infringement of the said rights, you undertake to settle such claims by your own forces and at your own expenses.
68. You acknowledge and confirm your understanding of BULKNESS security, confidentiality and spam policy on our website, and are fully responsible for your own actions.
69. You are liable for any damage, loss or costs that we or any third party sustain howsoever arising as a result of any of your actions, or any actions of a third party using your password, account name or account information.
70. You shall indemnify, us and our affiliates, employees, officers, partners, shareholders, agents and service providers harmless from any claim or demand, against all third party claims, damages and legal costs howsoever arising from or relating to your use of a service and/or your breach of these terms and/or any claims made by third parties.
71. In case any third party files a suit against us due to your failure to perform your obligations in accordance with the Agreement and a judgment is rendered not in our favor, you shall indemnify us and our affiliates, employees, officers, partners, shareholders, agents and service providers for any and all damages caused to us and/or amounts paid by us to third parties according to a valid judgment, and reimburse us for all legal costs incurred during proceedings.
72. You expressly understand and agree that neither we nor our affiliates, officers, employees, shareholders, partners, agents or service providers are liable to you or any third party for any punitive, indirect, incidental, special, consequential or exemplary damages suffered by you or a third party howsoever arising, resulting from:
72.1 our negligence, or the negligence of our affiliates, employees, shareholders, agents or service providers;
72.2 your use of our service;
72.3 any interruption of, or error in the service;
72.4 the cost of procurement of substitute goods and services;
72.5 disclosure, unauthorized access to or alteration of your reports, content or personal information;
72.6 statements or conduct of any third party using our service;
72.7 our failure to fulfill our obligations as a result of uncontrollable events;
72.8 incorrect information, submitted by you, including (without limitation) identification data for the entity, banking or payment information, etc;
72.9 any other matter relating to our service.
73. If you suffer damages or are dissatisfied with a service your only remedy is to end the agreement or stop using the service.
74. You agree that all of BULKNESS intellectual property and copyright to the services, the systems that provide the service and downloads including (without limitation) trademarks, trade names, service marks and other BULKNESS logos and brand features, and product or service names are trademarks and the property of Mobil Cent Ltd. and shall not be used or displayed without our prior permission;
75. The reproduction, duplication, distribution, publication, modification, copying or translation of any of the material received from us or contained on bulkness.com to for commercial purposes without the express authorization of BULKNESS is strictly prohibited.
76. All information and data of technical, production, creative (copyright) and commercial character which becomes known and available to you in connection with the use of our services shall be deemed confidential and shall not be disclosed or transferred to any third parties or used for any purposes out of the scope of this Agreement, without our consent.
77. You further acknowledge and agree that content contained in advertisements or information presented to you through our services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by BULKNESS or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on our services, such content or a software, in whole or in part.
78. This Agreement shall in all respects be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of law provisions.
79. Any and all claims, causes of action or disputes arising out of or relating to the Agreement and subsequent agreements, or the relationship between you and BULKNESS, shall be brought exclusively to the courts of Limassol, the Republic of Cyprus, in accordance with effective legislation of the Republic of Cyprus. You agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
80. The Agreement is a legally binding contract between you and us, and regulates your usage of our services.
81. By registering for, or using any of our services you agree that you have read, understand and are bound by these terms, regardless of how you registered for or use the services.
82. Without limiting the above, you will be asked to accept all of the terms when you first register for, or start using a service. If you do not want to be bound by the terms, you must not register for, or use a service.
83. If you concluded a written contract with us, you will also be bound bythese terms. However, to the extent that there is a conflict between the written contract and these terms, the written contract will prevail.
84. You shall not be entitled to assign your rights and obligations under this agreement in whole or in part, or to transfer your account to any third parties without prior written consent of BULKNESS. You agree that your account is non-transferable and any rights or contents regarding your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
85. We shall be entitled to involve third parties to perform some of our obligations hereunder.
86. These terms create no contract of agency, partnership, joint venture, or employment between you and us. You have no authority to bind us.
87. If you undergo any changes in your business legal structure, nature of business or any other changes connected with the subject hereof, you shall undertake to inform us about such changes in writing in a timely manner.
88. The failure of BULKNESS to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of this or any other right under this Agreement.
89. If any provision of the Agreement is held to be invalid and/or unenforceable by a competent court or regulatory body, such invalidity and/or unenforceability shall not affect the remaining provisions of the Agreement. We reserve the right to replace the invalid and/or unenforceable provisions by a provision that is valid and enforceable and which reflects to the extent possible our original intention or remove it in its entirety. The remaining provisions of the terms will nevertheless remain in full force and effect.
90. All headings in this Agreement are for convenience only and have no literal legal interpretation.
91. All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given:
91.1 upon delivery if delivered personally or by postal service;
91.2 upon confirmation of receipt if sent by facsimile;
91.3 upon delivery if sent by reputable overnight courier;
91.4 mailing by registered or certified mail,
92. Unless otherwise mentioned every single claim, request, question or as such should be written to the following Email address: email@example.com
93. This Agreement shall be held binding under all circumstances for all registered Customers.
94. This agreement was written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version prevails.
95. You select as your chosen address (domicile) for the purposes of receiving legal process and notices, the address furnished when you subscribed to or started using a service. We may send you any notices (other than legal process) by email. You will promptly tell us if your address changes.
96. Our contact details are as follows:
Full name and legal status: SMSCOIN PTE. LTD.
Postal address: 83B PHOENIX AVENUE, PHOENIX HEIGHTS, SINGAPORE (668384)
Telephone number: (+357) 25568404
Facsimile number: (+357) 25563728
Website address: bulkness.com
Email address: firstname.lastname@example.org