THIS AGREEMENT GOVERNS YOUR PURCHASE AND USE OF OUR PRODUCTS AND SERVICES. THIS AGREEMENT APPLIES AT ALL TIMES, INCLUDING FREE TRIAL PERIODS.
BY ACCEPTING THIS AGREEMENT, WHETHER BY REGISTERING AND/OR USING THE SERVICES IN ANY WAY, OR BY SIGNING THIS AGREEMENT, OR BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY MAKING A PAYMENT IN ACCORDANCE WITH THE PAYMENT TERMS SET FORTH HEREIN, YOU AGREE TO THE TERMS OF THIS AGREEMENT, AS WELL AS ANY APPENDIX RELATED TO THE SOLUTIONS PURCHASED AND INCORPORATED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES OR PRODUCTS OF TELINTEL.
Preamble: The Parties to this Agreement are Telintel Ltd., a limited liability company organized under the laws of the United States of America, hereinafter “Telintel,” and any natural or legal person who makes use of the solutions provided by Telintel, hereinafter the “Customer,” together the “Parties.”
Purpose and Scope of the Agreement: This Agreement establishes the rights and obligations of the Parties with respect to the use of the solutions provided by Telintel. The Customer subscribes to the services in accordance with this Agreement.
Definitions:
“Purchased Solution” or “Telintel Solution” or “Service” means any product and/or service provided by Telintel and purchased by the Customer.
“End User” or “Recipient” or “User” means any person, whether natural or legal, who receives or is intended to be sent any message sent by a Customer using the Telintel Solutions.
“Telintel Platform” means the set of telecommunications and computing equipment used by Telintel to provide the Service.
Parts of the Agreement:
This Agreement consists of the General Terms and Conditions of the Telintel Solutions (“General Terms and Conditions”) and all attached Annexes or Appendices that are designated as part of this Agreement or that refer to the Purchased Solution, taken together, the “Agreement.”
The Customer will be bound by all Parts of this Agreement as provided in this Article.
All provisions of this Agreement will be interpreted as a whole. The Appendices are intended to supplement the General Terms and Conditions. If an irreconcilable contradiction is found, the provisions set forth in the applicable Appendix will prevail over those contained in the General Terms and Conditions.
Telintel's Responsibilities:
Telintel will make the Purchased Solution available to the Customer in accordance with this Agreement.
Telintel will provide Telintel Standard Support for the Purchased Solution to the Customer. Telintel Technical Support will be available twenty-four (24) hours a day, seven (7) days a week. Telintel's customer service hours will be Monday through Friday, 9:00 a.m. to 5:00 p.m., GMT -5, except United States national holidays.
Telintel will use commercially reasonable efforts to make the Purchased Solution available 24 hours a day, 7 days a week, except in the following cases:
Planned downtime; and
Any unavailability caused by circumstances beyond our control.
Telintel will be responsible for the performance of its personnel and for compliance with its obligations under this Agreement, unless otherwise provided herein.
Customer's Responsibilities The Customer shall:
Be responsible for the Customer's compliance with this Agreement.
Be responsible for the accuracy, quality and legality of the Customer's Content and Communications.
Use best efforts to prevent unauthorized access to or use of the Telintel Solutions and notify Telintel immediately of any unauthorized access or use. The Customer will be responsible for all expenses, costs, fees and/or other charges associated with such unauthorized access and/or use of the Telintel Solutions.
Use the Telintel Solutions only in accordance with this Agreement and applicable governmental laws and regulations, including, among others, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, the Electronic Communications Privacy Act, the Do-Not-Call Implementation Act, and all applicable FTC and FCC regulations, as well as any other applicable federal, state or local law and regulation.
Maintain the facilities or equipment necessary to access or use the Telintel Solutions.
Provide and regularly monitor the telecommunications and access infrastructure between the Customer's own Operations Center and the Telintel Platform.
Have a written, enforceable agreement with each End User; provide Telintel as soon as possible, but no later than thirty (30) days after Telintel's request, any information Telintel requests to investigate and resolve matters related to the Customer's account.
Manage and honor the opt-in and opt-out procedures of customers who so require.
Refrain from violating privacy rights, publicity rights, copyrights, contractual rights or any other right of any person or entity through the use of the Telintel Solutions.
Demonstrate, upon request and to Telintel's complete satisfaction, that the Customer owns or holds the licenses, rights, consents and permissions necessary to use and to authorize Telintel to use all text, information, images and sounds and any other content posted, transmitted, distributed or displayed or otherwise exploited through the Telintel Solutions.
Be duly authorized to conduct business in the jurisdiction in which the Customer operates.
Manual Messaging Platform: If the Customer purchases or uses Telintel's manual messaging platform as part of the contracted Telintel Solutions, the Customer agrees to:
Purchase from Telintel a unique internet domain for the purpose of providing information and receiving opt-out requests from text message recipients, or alternatively, use a domain owned by the Customer that has been previously approved in writing by Telintel for the same purposes;
Maintain an automated system to receive and honor opt-out requests received through the domain;
Include a clearly identified hyperlink to the domain used for opt-outs in at least the first message sent to each recipient of each campaign;
Allow Telintel access to the domain in order to provide data analysis and reports to the Customer and to facilitate integration of the domain into the Customer's opt-out systems; and
Remain responsible for all content hosted on the domain, including, but not limited to, the opt-out provisions.
Authorization:
Grant of Authorization: Subject to the terms and conditions of this Agreement, Telintel grants the Customer a non-exclusive, non-transferable right to use the Purchased Solution. The right to use the Solution granted under this Agreement is subject to all restrictions and conditions of use set forth herein.
Subject to the limited rights granted in this document, Telintel reserves all rights, title and interest in the Telintel Solutions, including all related intellectual property rights. No rights are granted to the Customer under this Agreement beyond those expressly set forth herein.
Use Restrictions: This Agreement only permits the Customer to use the Purchased Solution for its own business, within the limits set forth in this Agreement and the applicable Annexes.
Payment Terms:
All Telintel Solutions must be paid for in advance, unless the Parties specifically agree otherwise in writing. Any payment-related provision included in an Annex to this Agreement will prevail over the Payment Terms set forth in this document.
By accepting the terms of this Agreement, the Customer will select a payment plan and must pay all amounts due in accordance with this Agreement.
The price the Customer must pay for the Purchased Solution and the frequency of payment will depend on the plan selected, in accordance with the terms and forms specified in the Annex corresponding to the Purchased Solution or, in the absence of an applicable Annex, as provided on Telintel's website or otherwise included in or attached to this Agreement. Telintel reserves the right to modify the corresponding list of plans and prices without prior notice.
The Customer will pay for the Purchased Solution in advance by credit card, PayPal or bank transfer using the application provided for this purpose. By accepting the terms and conditions of this Agreement, the Customer acknowledges that it is the authorized holder of the credit card or the legitimate account holder, as applicable, and authorizes the charge of the value of the selected plan and of the applicable additional fees and charges.
Some banks and PayPal may impose a "bank fee," "transfer fee" or "wire fee" on the Customer's payment. This is an arbitrary fee that belongs entirely to the bank issuing the payment or to the money transfer service. Telintel does not control these fees and does not obtain any benefit from them, monetary or otherwise; therefore, Telintel cannot accept any responsibility for such fees. The Customer is responsible for any “bank fee,” “transfer fee” or similar associated with payments.
If Telintel receives a payment for an amount lower than the amount due, the payment will be considered incomplete and the unpaid amount will be subject to interest in accordance with Article 10.
Depending on the service(s) requested and subject to certain credit requirements determined by Telintel, Telintel may agree to allow the Customer to pay by invoice, in arrears, the amounts due hereunder. In that case, the Customer must pay all amounts within thirty (30) days of the invoice date, unless the Parties agree otherwise in writing. Telintel's authorization to allow the Customer to pay by invoice will only be valid if set forth in writing and may be revoked at any time at Telintel's sole discretion, with or without prior notice.
The Customer will be responsible for providing complete and accurate billing and contact information to Telintel and for notifying Telintel of any change to such information.
The Customer acknowledges that payment obligations are non-cancelable and that amounts paid are non-refundable under any circumstances, unless expressly stated in this Agreement or specifically agreed by the Parties in writing.
Late Charges:
If the Parties agree in writing that payment will be invoiced and any invoiced amount is not received by Telintel by the due date, then, without limiting Telintel's rights or remedies:Such charges will accrue late interest at a rate of 1.5% of the outstanding balance per month; and/or
Telintel may condition future renewals of services on stricter payment terms than those set forth above; and/or
Telintel, at its sole discretion, may elect to suspend or terminate the service without prior notice; and/or
Telintel, at its sole discretion, may elect to accelerate the Customer's outstanding payment obligations under this Agreement, so that all such obligations are deemed immediately due and payable.
Disputes:
The Customer must notify Telintel in writing if it disputes any part of the charges paid or payable under this Agreement.
The Customer must provide such notice to Telintel within sixty (60) calendar days after the applicable charge, and the parties will work together to resolve such dispute promptly.
Disputes must be raised in the same currency in which the charges were invoiced.
Once the sixty (60) day period mentioned in this article has expired, the Customer will have no right to dispute any charge already paid or payable.
Telintel will endeavor to respond within thirty (30) days after receipt.
If the Customer does not respond within the following thirty (30) days, the dispute will be closed in favor of Telintel.
If any disputed amount has already been paid to Telintel by the Customer, then the Customer will accept a credit in its favor that will be deducted from future payments.
Pricing Notes:
All prices are in United States dollars (USD).
Telintel's prices do not include taxes, levies, duties or any type of governmental assessment, including for example: VAT, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”).
The Customer is responsible for paying all Taxes related to its purchases or use of the Services.
The Customer will be solely responsible for, and must pay upon request, all taxes related to access to and use of the Services, and may not deduct any amount, withholding, discount or adjustment from the amounts owed to Telintel.
If the Customer or Telintel is required to pay or collect taxes for which the Customer is responsible, then the Customer will pay such amounts unless it provides Telintel with a valid exemption certificate issued by the competent tax authority.
Prices and rates are subject to revision by Telintel. Telintel reserves the right to modify its prices and rates at any time, at its sole discretion and without prior notice.
The Customer's continued use of the Services after a price revision takes effect constitutes the Customer's acceptance to pay the new listed price.
Plan Upgrades and Downgrades:
The Customer may choose to upgrade or downgrade its service plan to any other plan available for the Purchased Solution. Unless the Parties agree otherwise in writing, the Customer must notify Telintel in writing at least thirty (30) days before the planned upgrade or downgrade.
In the event of a service downgrade, a discount credit will be issued to the Customer's account for the difference in cost between the two services, if such difference has already been paid. The credit will be applied to future months of service with Telintel and is not transferable or convertible into a cash refund.
In the event of a service upgrade, the Customer agrees to pay Telintel the corresponding charges for such service. Payments will be made in advance, unless the Parties agree otherwise in writing.
Unless the Customer notifies Telintel before the corresponding service period that it wishes to cancel a plan upgrade, the Customer's service will automatically continue as is. The Customer authorizes Telintel to charge the then-current service fee (as well as any taxes) to any credit card or other payment method that Telintel has on file for the Customer.
Intellectual Property Rights (IP rights):
The Telintel Solutions are the property of Telintel. The Customer acknowledges that Telintel's products are protected by copyrights, trademarks, patents and all other proprietary rights. The Customer will not use any information obtained as a result of using Telintel's products and/or services for any purpose other than the use of such products and/or services.
Nothing in this Agreement will grant, or be construed to grant, to either of the Parties, expressly or impliedly, any right or license to the intellectual property of the other Party. Unless expressly agreed in writing between the Parties, neither Party may use the other Party's trade names, trademarks or service marks without the prior written consent of such Party.
Prohibited Use: The Customer agrees to comply with all applicable local, state, federal, national and international laws and regulations and is solely responsible for all acts or omissions that occur under its account, including the content of its communications. By way of example, and without limitation, the Customer agrees not to:
Use the Telintel Solutions for improper or unlawful purposes.
Use the Telintel Solutions to deliver or transmit unsolicited messages that violate federal or state laws or regulations, including, among others, the Telephone Consumer Protection Act of 1991 and the Federal Trade Commission's Telemarketing Sales Rule.
Create a false identity, false caller ID, or a false or forged email address, or attempt to mislead others about the identity of the sender or the origin of the message.
Impersonate another person or entity, or misrepresent your relationship with any person or entity.
Use the Telintel Solutions to create or distribute images, sounds, messages or other materials that are obscene, harassing, racist, malicious, fraudulent or defamatory, or for any activity that may be considered unethical, immoral or illegal.
Transmit through the Telintel Solutions any illegal, harassing, defamatory, abusive, threatening, harmful, obscene or objectionable material of any kind.
Transmit any material that infringes intellectual property rights or any other third-party rights, including trademark, copyright or publicity rights.
Transmit any material that contains viruses, Trojan horses, worms, logic bombs, cancelbots or any other harmful or damaging program.
Violate U.S. laws regarding the transmission of technical data or software exported from the United States through the Telintel Solutions.
Interfere with or disrupt networks connected to the Telintel Solutions or systems, or violate their policies, rules or procedures.
Attempt to decompile, reverse engineer, translate, convert, adapt, alter, modify, enhance, add to, copy, delete or tamper in any way with, or access without authorization, any part of the Telintel Solutions, other accounts, computer systems or networks connected to Telintel, except where permitted by law.
Attempt to gain unauthorized access to the Telintel Solutions, accounts, computer systems or networks through password mining or other methods.
Interfere with another Customer's or entity's use and enjoyment of our services.
Make the Telintel Solutions available to third parties or use any Telintel Solution for the benefit of anyone other than the Customer or its End Users.
Resell, license, sublicense, distribute, rent or lease any Telintel Solution, unless agreed in writing.
Directly or indirectly allow access to any Telintel Solution in a manner that circumvents contractual usage limits.
Access any Telintel Solution for the purpose of building a competitive product or service.
Violate the laws or regulations of any jurisdiction, including the one from which the Parties to this Agreement operate and/or the jurisdiction where the End Users or recipients are located, including laws on the transmission of technical data or software from one jurisdiction to another through the Telintel Solutions.
General Disclaimers:
The Customer will be solely responsible for the content included in any communication with third parties made through the Telintel Solutions. The Customer assumes all responsibility and legal liability for such content. This includes all liability for violations such as, among others: copyright infringement, plagiarism, and false, misleading, defamatory, offensive, threatening, prohibited or fraudulent statements or statements that violate any law. It is not Telintel's obligation or policy to investigate or determine whether the Customer has committed or could commit any of these violations through the use of its content. The Customer is fully responsible for making that determination. Telintel reserves the right to refuse or terminate service without prior notice if it has any doubt or concern—justified or not—that the Customer may commit such violations. The Customer represents and warrants that it owns or controls all rights in the content submitted and that such content does not contain false, misleading, defamatory, offensive, threatening, prohibited or unlawful statements.
Telintel will not be liable and is released from any liability for the Customer's violations of privacy or property rights, or for violations of any applicable law or regulation.
Telintel will not be liable for losses or damages, whether total or partial, arising from decisions, actions or omissions beyond its control or that of the Customer or third parties, including but not limited to: credit card fraud, illegal use of content, cyberattacks or any type of misconduct that violates local, state, federal or international laws, or the legal rights of the Parties to this Agreement or of third parties.
Telintel will not be liable for technical failures caused by factors beyond its control. Telintel will endeavor to correct such technical failures as soon as possible.
Telintel will not be liable for the Customer's misuse of the Telintel Solutions. Any use that violates state or federal laws may result in immediate termination of the service. The Customer agrees that such termination for legal violation will entail the loss of all funds paid to Telintel. Telintel will cooperate with local and/or state authorities in the prosecution of those who violate the law through the use of its solutions. The Customer further agrees to indemnify, hold harmless and defend Telintel against any legal action brought by the FTC, FCC or other agency as a result of its unlawful use of the solutions.
Telintel reserves the right, but is not obligated, to prevent or block communications sent through its Solutions to third parties who have requested not to receive further messages.
Indemnification:
By contracting, purchasing or ordering Telintel Solutions, the Customer agrees to defend, hold harmless and indemnify Telintel, its successors and assigns, against any and all demands, claims, actions and lawsuits, whether first-party or third-party, including but not limited to damages of any kind, costs, expenses and legal fees arising out of, related to and/or associated with this Agreement and the Customer's use of the Telintel Solutions. Without limiting the general indemnification clause set forth herein, other areas of indemnification include, but are not limited to:
(i) the Customer's fraud or financial theft,
(ii) Customer content,
(iii) any violation by the Customer of the terms and conditions set forth in this Agreement,
(iv) any violation by the Customer of applicable laws or regulations, or
(v) any violation by the Customer of the legal rights of any person or entity.
In addition to the foregoing, Telintel reserves the right to assume, unilaterally and immediately upon notice, full control over the strategy and defense of any claim for which Telintel is entitled to indemnification. The Customer agrees to pay all costs and fees associated with the defense within 30 days of receiving an invoice or payment request from Telintel or its provider. The Customer will provide Telintel with all the cooperation that Telintel requests.
The Customer's performance under this subsection does not relieve it of the obligations set forth in the preceding paragraph.
Representations and Warranties:
Each Party represents that it has validly entered into this Agreement and that it has the legal capacity to do so.
THE CUSTOMER ACKNOWLEDGES THAT IT IS TECHNICALLY IMPRACTICABLE TO PROVIDE A FAULT-FREE SERVICE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. TELINTEL MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTY ARISING FROM COMMERCIAL USE, COURSE OF DEALING OR TRADE PRACTICE.
Limitation of Liability:
IN NO EVENT WILL TELINTEL, OR ANY OF ITS EMPLOYEES, SHAREHOLDERS, DIRECTORS, SUCCESSORS OR ASSIGNS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS OR DAMAGES FOR LOSS OF DATA OR OTHER BUSINESS INFORMATION) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CUSTOMER'S USE OF OR INABILITY TO USE THE PURCHASED SOLUTION, REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING GROSS NEGLIGENCE, EVEN IF TELINTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Telintel's total liability for any service interruption that is not expressly excused by this Agreement, or for any other liability on the part of Telintel, its employees, directors, successors or assigns, will be limited to the fees paid by the Customer for the time during which the service was inactive.
In no event will Telintel's liability to the Customer for any claim exceed 50% of the amount paid by the Customer to Telintel under this Agreement during the twelve (12) months preceding the date on which the claim arose.
Nature of the relationship: The Parties acknowledge that they are independent contractors and that this contractual relationship will not be construed as a commercial agency agreement, a sales representation agreement or any type of representation or partnership between the parties.
Florida Law, Jurisdiction and Venue: This Agreement will be governed by the laws of the State of Florida, without regard to its conflict of laws rules.
Any legal action under this Agreement must be filed in Broward County, Florida.
The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida, for any legal action or proceeding related to this Agreement.
Both parties irrevocably waive any objection to jurisdiction or venue in such courts.
If a dispute arises and a lawsuit is filed in Florida, the Customer waives any objection to personal jurisdiction, and agrees that service of process will be deemed valid if made to its principal place of business by recognized courier or by email provided by the Customer.
Any judgment rendered will be conclusive and may be enforced in any jurisdiction in the world.
Attorneys' Fees: In the event of any dispute related to this Agreement, Telintel will be entitled to recover all attorneys' fees, costs and expenses incurred, including those incurred on appeal, until the dispute is finally resolved.
Notices: Unless otherwise specified in another provision of this Agreement, required notices, requests, demands or communications will be made in writing and delivered by U.S. certified mail (postage prepaid, return receipt requested) or by air courier (for example, FedEx), or by email or fax, to the physical addresses, email addresses and/or fax numbers that the parties provided when contracting the services.
The parties may change their respective contact details with five (5) days' prior written notice in accordance with this Article.
If the change is not provided in time, the contact information originally provided will be deemed valid.
Term of the Agreement: This Agreement will take effect on the date the Customer first accepts it, unless there are Appendices applicable to the Purchased Solution. In that case, the Agreement will begin when both parties have signed all corresponding Appendices.
This Agreement will remain in effect until terminated in accordance with the following subsections or as stipulated in the applicable Appendices.
Termination:
Telintel may, at its sole discretion, terminate the Customer's use of the Solutions, in whole or in part, without prior notice, if:
Telintel believes that the Customer has violated or acted inconsistently with the Agreement.
The Customer declares insolvency or bankruptcy.
The Customer fails to pay for the contracted services.
The Customer files a dispute with its bank or PayPal requesting a refund in violation of the Agreement.
In the event of termination for any of the foregoing reasons, Telintel may retain any unused funds as liquidated damages. In addition, it may take any other legal action it deems necessary for the Customer's breach.
If the Customer's account is terminated, Telintel will restrict access to all password-protected areas and will not be obligated to deliver unused services.
This Agreement may also be terminated at any time by mutual written agreement between the parties.
The Customer may terminate the Agreement with 30 days' written notice (by mail or email), waiving any unused funds. This provision does not apply if there are Appendices that establish a specific term for the Agreement.
The Customer may not terminate this Agreement if it has outstanding debts with Telintel. Any amount unpaid to Telintel by the Customer will remain due even after termination of the service. Any outstanding balance owed to Telintel by the Customer will accrue interest at a rate of 1.5% per month until the balance is paid in full.
The Customer agrees that Telintel will not be liable to the Customer or to third parties for any termination of the Customer's access to the Telintel Solutions.
Privacy:
All personal data provided by the Customer in connection with the provision of the services will be considered confidential by Telintel. Telintel will not use such confidential information for any purpose other than the provision of its services.
Telintel will not intercept, monitor, copy or disclose any message, communication or personal information of the Customer or of its account, phone book or MSISDN numbers, except in the normal course of use of the services, without the Customer's prior consent, unless Telintel believes in good faith that such action is necessary to comply with legal requirements, cooperate with or comply with legal processes, investigations, subpoenas, court orders or the like, to protect and defend the rights, property or legally protectable interests of Telintel, the Customer or third parties; to enforce any of the provisions of these terms and conditions; or to protect Telintel's reputation or business. The Customer agrees that Telintel may access its account and the content of its messages for the purposes mentioned above without prior notice, and also to respond to technical or service problems. Likewise, Telintel may contact the Customer periodically to convey information related to updates, improvements, notices or similar matters.
The Customer agrees that Telintel may use the Customer's profile and account information for non-personal statistical purposes.
The Customer agrees that it will not violate any applicable privacy law, regulation or code of conduct regarding the protection of End Users' personal information, including, but not limited to, names, addresses, email addresses, and landline or mobile phone numbers. The Customer will not disclose such personal information to any third party without the End User's express consent, unless the law expressly permits or requires it.
Confidentiality:
“Confidential Information”
means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the type of information and the circumstances of its disclosure. Confidential information includes, but is not limited to: the terms of this Agreement and its appendices, data, plans, designs, drawings, trade secrets or other documents that include pricing, technology and technical information, product plans and designs, business processes and other confidential or proprietary information disclosed during the term of the Agreement. However, Confidential Information does not include information that:
(i) is or becomes generally known to the public without breach of any obligation to the Disclosing Party;
(ii) was already known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party;
(iii) has been lawfully disclosed by a third party without a duty of confidentiality; or
(iv) has been independently developed by the Receiving Party.
Neither party will disclose the Confidential Information received from the other party for a period of three (3) years from the start date of this Agreement, unless such disclosure:
(i) is necessary to comply with federal, state or local laws, rules or regulations;
(ii) is legally required;
(iii) is necessary in legal proceedings establishing rights and obligations under this Agreement;
(iv) is to accountants, auditors or attorneys who are subject to the same confidentiality duties described herein.
If the Confidential Information reaches the level of “Trade Secret” under applicable law, the three-year period will not apply, and the information will be kept confidential for as long as applicable law so provides.
If the Receiving Party is required or requested (by oral questions, interrogatories, subpoenas, document requests or other similar processes) to disclose any Confidential Information obtained during the relationship between the parties, it must promptly notify the Disclosing Party so that it may evaluate whether to seek a protective court order.
The Receiving Party agrees to:
use the same degree of care it applies to its own similar confidential information (but no less than reasonable care);
refrain from using the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement;
Limit access to the Disclosing Party's Confidential Information to only those of its and its Affiliates' employees and contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less strict than those set forth herein, unless expressly authorized in writing by the Disclosing Party.
Breach by either Party or its agents of the foregoing provisions will entitle the other Party to seek a court order or injunction, in addition to any other remedy available at law or in equity.
Modifications: Unless an applicable Annex provides otherwise, Telintel will have the right to modify these Terms and Conditions from time to time, for any reason, and without prior notice. The Customer acknowledges that it is its duty to review these terms and conditions frequently. The Customer's continued use of the Services after the posting of any change to these Terms and Conditions constitutes the Customer's full acceptance of such changes.
Waiver: No waiver of any provision of this Agreement will be deemed a waiver of the same provision with respect to its subsequent performance, nor will such waiver be deemed a waiver of any other provision.
Assignment: The Customer agrees that it may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Telintel.
Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be deemed valid and enforceable to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect.
Surviving provisions: The articles titled “Parts of the Agreement,” “Payment Terms,” “Disputes,” “Intellectual Property Rights (IP Rights),” “Confidentiality,” “General Disclaimers,” “Indemnification,” “Limitation of Liability” and “Jurisdiction and Governing Law,” as well as those articles that expressly so provide, will survive any termination of this Agreement.
Entire agreement: The Parties acknowledge that this Agreement, together with its respective Annexes, constitutes their complete and final agreement, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Customer and Telintel with respect to the Telintel Solutions.
Any right not expressly granted in this document is reserved.