Comapi Terms of Service

Last updated March 27th 2017

In this Agreement, “we,” “us,” “our” or “Comapi” will refer to Dynmark International Limited, Westmoreland House, 80-86 Bath Road, Cheltenham, GL537JT . And, the terms “you,” “your” and “Customer” will refer to you. If you are registering for a Comapi account or using Comapi’s Services on behalf of an organisation, you are agreeing to these terms for that organisation - in which case, the terms “you” and “your” and “customer” will refer to that organisation.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES OFFERED BY COMAPI. BY CLICKING THE “I ACCEPT” BUTTON ON THE REGISTRATION PAGE, OR OTHER AUTOMATED SIGN UP PROCESS, YOU AGREE TO BE BOUND BY THESE TERMS AND THEY FORM A LEGALLY BINDING DOCUMENT BETWEEN YOU AND COMAPI. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON AND YOU SHOULD NOT USE COMAPI’S SERVICES.

1. THE SERVICES

Comapi provides its Services (the “Services”) subject to the terms and conditions in this Terms of Service. The Services include; our messaging services, which includes access to SMS and other messaging channels, phone number validation services and authentication services; our platform services, which includes our website, our portal, documentation and code snippets; our SaaS services, which include TextChat, Chat, Branch and Inbox plus any updates to these services and/or new SaaS services made available to you; plus SDKs, APIs and any other software made available to you in connection with your use of our Services.

2. ACCESS TO THE SERVICES

Subject to the Terms of this agreement and our Acceptable Use Policy, Comapi grants you a non-exclusive licence to copy and install certain Comapi code onto websites, mobile apps and other internet connected devices for the sole purpose of using the Services as described in these Terms of Service, website and portal.

3. CHANGE OF TERMS

From time to time the Terms of Service (the “Terms”), the Acceptable Usage Policy (the “AUP”) and the Privacy Policy may change. Your continued use of the Services constitutes your acceptance of the revised terms and policies. If you do not agree with the revised terms and policies, you should discontinue your use of the Services.

4. USE OF THE SERVICES

Your use of our Services should be in accordance with our Acceptable Use Policy and all Applicable Law. You are responsible for all use and for all acts and omissions of anyone who has access to your Account(s), to the SaaS applications you may use and any applications you may build incorporating our Services. Restrictions on the use of our Services include:

  • You will ensure that we are entitled to use your customer data as needed and will not use our Services in any manner that violates any applicable law.
  • You will not use the Services in a manner that infringes or violates the intellectual property rights of any third party; violates any applicable law, statute or regulation; is harmful, fraudulent, deceptive, abusive, defamatory or otherwise disagreeable; results in the transmission of a virus, Trojan horse or other harmful computer code or program.
  • Comapi reserves the right to remove any content from the Services if it is believed any content has violated any clause of this clause 4.
  • You are responsible for your activity in connection to the Services and any fraudulent, abusive or otherwise illegal activity could result in suspension of your account, on a temporary or indefinite basis, and/or termination of this agreement
  • Should you make use of a long telephone number(s), we reserve the right to reclaim any phone number from your account if, solely in our opinion, you do not send sufficient traffic over that phone number such that the phone number is underutilized

5. FEES AND TAXES

You shall pay all applicable fees, per the website or user portal, that are applicable to the SERVICES used by you. Comapi reserves the right to change prices at any time. Continued use of the Services, following such notification, constitutes your acceptance of any new or increased prices. All fees paid to Comapi are non-refundable.

“Taxes” shall mean all taxes, levies, duties imposed by any jurisdiction in any country, including, but not limited to VAT, GST, Sales and Use Taxes or similar taxes in any way connected to this agreement. All prices quoted under this agreement are excluding Taxes. Taxes shall be added to the charges quoted and payable under this agreement where required. You shall pay the charges, inclusive of all taxes to Comapi.

You must contact us in writing if you dispute any amount of fees paid by you under this agreement. Written notice must be received by us within 45 days of the dispute. If you do not provide written notice of your fee dispute within 45 days, you will not be entitled to dispute any fees paid by you.

6. PREPAID BALANCE SUSPENSION

Certain Services – such as SMS consumption - are consumed from a prepaid monetary balance. If your use of the Services exceeds the amount of prepaid balance, the Services to your account may be suspended without notice. We will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur in connection with any suspension of our services pursuant to this clause 6.

6. PREPAID BALANCE SUSPENSION

Certain Services – such as SMS consumption - are consumed from a prepaid monetary balance. If your use of the Services exceeds the amount of prepaid balance, the Services to your account may be suspended without notice. We will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur in connection with any suspension of our Services pursuant to this clause 6.

7. INTELLECTUAL PROPERTY

Intellectual property (“IP”) shall mean all patents, copyrights, design rights, trademarks and other rights in the nature of intellectual property rights (whether registered or unregistered). You acknowledge and accept that all IP in the Services belongs to Comapi. You acquire no rights to the IP in the Services other than those expressly granted by this agreement. We exclusively own and reserve all right, title and interest in and to our Services. You exclusively own and reserve all right, title and interest in your applications and the content of any communications sent through our Services.

8. WARRANTY FROM YOU

You represent and warrant that: 1) you will comply with all applicable laws relating to the collection, use and disclosure of personally identifiable information you may have collected or processed, 2) you will not use the Services in a manner that violates the intellectual property rights, or other proprietary rights of any third party, 3) you have the necessary authority to enter into this Agreement, and 4) you will use the Services in accordance with our Acceptable Use Policy.

9. DISCLAIMER OF WARRANTY

We provide the Services to you “AS IS” to the fullest extent permitted by law. Without limiting Comapi’s express warranties and obligations under these terms, Comapi hereby disclaims any and all other warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, and fitness for a particular purpose. To the extent this disclaimer may conflict with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under that law.

10. DATA

You acknowledge that you have read Comapi’s Privacy Policy and understand that it sets forth how we will collect, store, and use your Customer Data. “Customer Data" consists of information made available to us through your use of our Services under these Terms, which includes information such as your name, contact information, billing records, messaging logs, and traffic routing information, as well as the content of communications sent through or integrated with our Services, such as chat messages and sms message bodies. If you do not agree to Comapi’s Privacy Policy, you must stop using our Services. Comapi may periodically delete your Customer Data. Further, data storage is not guaranteed by us and you agree that we will not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the loss or deletion of Customer Data.

11. INDEMNITIES

You will defend, indemnify and hold harmless, Comapi and its parents, subsidiaries, affiliates, officers, and employees against any actual or threatened claim, loss, liability, proceeding or enforcement action arising out of or relating to your activities under these Terms or your acts or omissions in connection with your use of the Services. You will defend, indemnify and hold harmless Comapi and its parents, subsidiaries, affiliates, officers, and employees against any actual or threatened claim or demand made by any third party due to or arising out of your access or use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity. We reserve the right, at your expense, to retain separate legal counsel for ourselves in connection with any claim or to assume the exclusive defence and control of any claim in which you are a named party and that is otherwise subject to indemnification under this Section 11 . You will pay all costs, reasonable legal fees and any settlement amounts or damages awarded against Comapi in connection with any claim. You will also be liable to us for any costs and legal fees we incur to successfully establish our right to indemnification.

12. LIABILITY LIMITS

Nothing in this Agreement limits or excludes the liability of either party for death or personal injury resulting from negligence; any damage or liability incurred as a result of fraud or fraudulent misrepresentation; or any other liability which is incapable of being excluded or limited by law. Under no circumstances will Comapi be liable to you for any direct damages, costs or liabilities in excess of the amounts paid by you during the twelve (12) months preceding a claim. Under no circumstances will Comapi be liable to you for indirect, special, incidental, consequential or punitive damages of any character, including, without limitation, damages for loss of goodwill, lost profits, lost sales or business, work stoppage, computer failure or malfunction, lost data, or for any and all other damages or losses

13. TERMINATION

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time, though any amounts paid by you to Comapi in advance of that termination shall be non-refundable. Comapi may terminate or suspend your access to the Services at any time, for any reason (including breach of any term of this agreement) and without warning, which may result in the forfeiture and destruction of all information associated with your account. Warranty disclaimers and limitation of liability provisions in this agreement shall survive termination.

14. GENERAL

  1. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
  2. Assignment - this Agreement is not assignable, transferable or sub-licensable by you except with Comapi’s prior written consent. Comapi may transfer, assign or delegate this Agreement and its rights and obligations without consent.
  3. You and Comapi are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchisee
  4. Entire Agreement - this agreement constitutes the whole agreement between you and Comapi and supersedes any previous arrangement, understanding or agreement relating to the subject matter of this agreement
  5. Force Majeure - neither party shall be in breach of this Agreement if there is any total or partial failure of performance by it of its duties and obligation under this Agreement occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes (excluding labour disputes of either party) of whatever nature , failure of or disruption to telecommunications networks and any other reason beyond the control of either party.
  6. Notices - any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, or by email upon confirmation of receipt. Notices to Comapi shall be copied to legal@comapi.com.

15. GOVERNING LAW

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.