GENERAL TERMS AND CONDITIONS OF TELINTEL SOLUTIONS
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR PRODUCTS AND SERVICES. THIS AGREEMENT APPLIES AT ALL TIMES, INCLUDING DURING 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 APPENDICES RELATED TO THE ACQUIRED SOLUTIONS 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 “CLIENT” SHALL 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 YOU MAY NOT USE TELINTEL’S SERVICES OR PRODUCTS.
Preamble: The Parties to this Agreement are Telintel Ltd., a limited liability company incorporated under the laws of the United States of America (hereinafter “Telintel”), and any natural or legal person who uses the solutions provided by Telintel (hereinafter the “Client”); jointly referred to as the “Parties”.
Purpose and Scope of the Agreement: This Agreement establishes the rights and obligations of the Parties regarding the use of the solutions provided by Telintel. The Client subscribes to the services in accordance with this Agreement.
Definitions:
“Acquired Solution” or “Telintel Solution” or “Service” means any product and/or service provided by Telintel and acquired by the Client.
“End User” or “Recipient” or “User” means any person, whether natural or legal, who receives or is intended to receive a message sent by a Client using Telintel’s Solutions.
“Telintel Platform” means the set of telecommunications and information technology equipment used by Telintel to provide the Service.
Agreement Components:
This Agreement consists of the General Terms and Conditions of Telintel Solutions (“General Terms and Conditions”) and all Annexes or Appendices attached or designated as part of this Agreement or that reference the Acquired Solution, collectively referred to as the “Agreement”.
The Client shall be bound by all parts of this Agreement as set forth in this Article.
All provisions of this Agreement shall be interpreted as a whole. The Appendices are intended to supplement the General Terms and Conditions. In the event of an irreconcilable conflict, the provisions set forth in the applicable Appendix shall prevail over those contained in the General Terms and Conditions.
Telintel Responsibilities:
Telintel shall make the Acquired Solution available to the Client in accordance with this Agreement.
Telintel shall provide standard Telintel support for the Acquired Solution to the Client. Telintel Technical Support will be available twenty-four (24) hours a day, seven (7) days a week. Telintel customer service hours will be Monday through Friday, from 9:00 a.m. to 5:00 p.m. GMT-5, except for national holidays in the United States.
Telintel will use commercially reasonable efforts to ensure that the Acquired Solution is available 24 hours a day, 7 days a week, except in the following cases:
Scheduled downtime periods; and
Any unavailability caused by circumstances beyond our control.
Telintel shall be responsible for the performance of its personnel and for fulfilling its obligations under this Agreement, unless otherwise stated herein.
Client Responsibilities: The Client shall:
Be responsible for compliance with this Agreement.
Be responsible for the accuracy, quality, and legality of the Client’s Content and Communications.
Make every effort to prevent unauthorized access to or use of Telintel Solutions and immediately notify Telintel of any such unauthorized access or use. The Client shall be responsible for all expenses, costs, fees, and other charges associated with such unauthorized access and/or use of Telintel Solutions.
Use 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 implementation of the National Do Not Call Registry, and all applicable regulations of the FTC and FCC, as well as any other applicable federal, state, or local law and regulation.
Maintain the installations or equipment necessary to access or use Telintel Solutions.
Provide and regularly monitor the telecommunications infrastructure and access between the Client’s own Operations Center and the Telintel Platform.
Have a written and enforceable agreement with each End User; provide Telintel, as soon as possible but no later than thirty (30) days after Telintel’s request, with any information Telintel requires to investigate and resolve matters related to the Client’s account.
Manage and comply with customer subscription (opt-in) and cancellation (opt-out) procedures where required.
Refrain from violating privacy rights, image rights, copyrights, contractual rights, or any other rights of any person or entity through the use of Telintel Solutions.
Demonstrate, upon prior request and to Telintel’s full satisfaction, that the Client possesses or has the licenses, rights, consents, and permissions necessary to use and authorize Telintel to use all text, information, images, sounds, and any other content published, transmitted, distributed, displayed, or otherwise exploited through Telintel Solutions.
Be duly authorized to carry out commercial activities in the jurisdiction in which the Client operates.
Manual Messaging Platform: If the Client acquires or uses Telintel’s manual messaging platform as part of the contracted Telintel Solutions, the Client agrees to:
Acquire from Telintel a unique internet domain for the purpose of providing information and receiving opt-out requests from recipients of text messages; or alternatively, use a Client-owned domain that has been previously approved in writing by Telintel for the same purposes.
Maintain an automated system to receive and comply with opt-out requests received through the domain.
Include a clearly identified hyperlink to the domain used for opt-outs at least in the first message sent to each campaign recipient.
Allow Telintel access to the domain for the purpose of providing data analysis and reporting to the Client and facilitating the integration of the domain into the Client’s opt-out systems; and
Remain responsible for all content hosted on the domain, including, but not limited to, opt-out provisions.
Authorization:
Grant of Authorization: Subject to the terms and conditions of this Agreement, Telintel grants the Client a non-exclusive and non-transferable right to use the Acquired Solution. The right to use the Solution granted under this Agreement shall be subject to all restrictions and conditions of use established herein.
Subject to the limited rights granted in this document, Telintel reserves all rights, title, and interest in and to the Telintel Solutions, including all related intellectual property rights. No rights are granted to the Client under this Agreement beyond those expressly set forth herein.Use Restrictions: This Agreement only allows the Client to use the Acquired Solution for its own business, within the limits established in this Agreement and the applicable Annexes.
Payment Terms:
All Telintel Solutions must be paid in advance, unless the Parties specifically agree otherwise in writing.
Any payment-related provision included in an Annex to this Agreement shall prevail over the Payment Terms established in this document.By accepting the terms of this Agreement, the Client will select a payment plan and must pay all amounts due in accordance with this Agreement.
The price the Client must pay for the Acquired Solution and the payment frequency will depend on the selected plan, in accordance with the terms and forms specified in the Annex corresponding to the Acquired Solution, or, in the absence of an applicable Annex, as provided on the Telintel website or otherwise included or attached to this Agreement. Telintel reserves the right to modify the corresponding list of plans and prices without prior notice.
The Client shall pay in advance for the Acquired Solution using a credit card, PayPal, or bank transfer through the application provided for this purpose. By accepting the terms and conditions of this Agreement, the Client acknowledges that they are the authorized holder of the credit card or the legitimate owner of the account, as applicable, and authorizes the charge of the selected plan amount and any applicable fees and additional charges.
Some banks and PayPal may impose a “bank fee,” “transfer fee,” or “processing fee” on the Client’s payment. These are arbitrary fees determined entirely by the issuing bank or money transfer service. Telintel does not control these fees nor receive any benefit from them, monetary or otherwise; therefore, Telintel cannot accept any responsibility for such fees. The Client is responsible for any “bank fee,” “transfer fee,” or similar charges 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 requested service(s) and subject to certain credit requirements determined by Telintel, Telintel may allow the Client to pay by invoice, with amounts due as stated herein, on a postpaid basis. In such case, the Client must pay all amounts within thirty (30) days from the invoice date, unless the Parties agree otherwise in writing. Telintel’s authorization to allow the Client to pay by invoice will only be valid if established in writing and may be revoked at any time at Telintel’s sole discretion, without prior notice.
The Client will be responsible for providing complete and accurate billing and contact information to Telintel and for notifying Telintel of any changes to such information.
The Client 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 to in writing by the Parties.
Late Charges:
In the event that the Parties agree in writing that payment will be invoiced and any invoiced amount is not received by Telintel on 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 service renewals on stricter payment terms than those previously established; and/or
• Telintel, at its sole discretion, may choose to suspend or terminate the service without prior notice; and/or
• Telintel, at its sole discretion, may choose to accelerate the Client’s outstanding payment obligations under this Agreement, so that all such obligations become immediately due and payable.Disputes:
The Client must notify Telintel in writing in the event of disputing any part of the charges paid or payable under this Agreement.
The Client must provide such notice to Telintel within sixty (60) calendar days following 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 Client will have no right to dispute any charge already paid or payable.
Telintel will make reasonable efforts to respond within thirty (30) days following receipt.
If the Client 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 Client, then the Client will accept a credit in its favor that will be deducted from future payments.
Pricing Notes:
All prices are in U.S. dollars (USD).
Telintel prices do not include taxes, levies, duties, or any type of government assessment, including, for example: VAT, sales, use, or withholding taxes, assessable by any jurisdiction (“Taxes”).
The Client is responsible for paying all Taxes related to its purchases or use of the Services.
The Client shall be solely responsible for and shall 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 amounts owed to Telintel.
If Telintel is required to pay or collect Taxes for which the Client is responsible, then the Client shall pay such amounts unless it provides Telintel with a valid exemption certificate issued by the appropriate tax authority.
Prices and rates are subject to review by Telintel. Telintel reserves the right to modify its prices and rates at any time, at its sole discretion and without prior notice.
Continued use of the Services by the Client after a price revision takes effect constitutes the Client’s acceptance of paying the newly listed price.
Plan Upgrades and Downgrades:
The Client may choose to upgrade or downgrade its service plan to any other plan available for the Purchased Solution. Unless otherwise agreed in writing by the Parties, the Client must notify Telintel in writing at least thirty (30) days prior to the planned upgrade or downgrade.
In the event of a service downgrade, a discount credit will be issued to the Client’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 nor convertible into a cash refund.
In the event of a service upgrade, the Client agrees to pay Telintel the corresponding charges for such service. Payments will be made in advance, unless otherwise agreed in writing by the Parties.
Unless the Client notifies Telintel before the end of the corresponding service period that it wishes to cancel a plan upgrade, the Client’s service will automatically continue as is. The Client authorizes Telintel to charge the current service fee (as well as any applicable taxes) using any credit card or other payment method Telintel has on file for the Client.
Intellectual Property Rights (IP rights):
Telintel Solutions are the property of Telintel. The Client acknowledges that Telintel products are protected by copyrights, trademarks, patents, and all other proprietary rights. The Client shall not use any information obtained as a result of using Telintel products and/or services for any purpose other than the use of such products and/or services.
Nothing in this Agreement shall grant, nor be interpreted as granting, to either Party, explicitly or implicitly, any right or license over the other Party’s intellectual property. Unless expressly agreed in writing between the Parties, no Party may use the trade names, trademarks, or service marks of the other Party without prior written consent from such Party.
Prohibited Use: The Client 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 Client agrees not to:
Use Telintel Solutions for improper or illegal purposes.
Use 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 Telemarketing Sales Rule of the Federal Trade Commission.
Create a false identity, false caller ID, or a false or forged email address, or attempt to mislead others regarding the sender’s identity or the origin of the message.
Impersonate another person or entity, or misrepresent its relationship with any person or entity.
Use 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 Telintel Solutions any material that is illegal, harassing, defamatory, abusive, threatening, harmful, obscene, or otherwise objectionable 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 containing 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 Telintel Solutions.
Interfere with or disrupt networks connected to Telintel Solutions or systems, or violate their policies, standards, or procedures.
Attempt to decompile, reverse engineer, translate, convert, adapt, alter, modify, improve, add, copy, delete, or manipulate in any way, or access without authorization, any part of Telintel Solutions, other accounts, computer systems, or networks connected to Telintel, except as permitted by law.
Attempt to gain unauthorized access to Telintel Solutions, accounts, computer systems, or networks through password hacking or other methods.
Interfere with the use and enjoyment of our services by another Client or entity.
Make Telintel Solutions available to third parties or use any Telintel Solution for the benefit of anyone other than the Client or its End Users.
Resell, license, sublicense, distribute, rent, or lease any Telintel Solution, unless agreed in writing.
Allow direct or indirect access to any Telintel Solution in a way that circumvents contractual usage limits.
Access any Telintel Solution for the purpose of building a competing product or service.
Violate the laws or regulations of any jurisdiction, including those from where the Parties operate under this Agreement and/or the jurisdiction where End Users or recipients are located, including laws regarding the transmission of technical data or software from one jurisdiction to another through Telintel Solutions.
General Disclaimers (General Disclaimers):
The Client shall be solely responsible for the content included in any communication with third parties carried out through Telintel Solutions.The Client assumes full responsibility and legal liability for such content. This includes all liability for infringements such as, among others: copyright infringement, plagiarism, and false, misleading, defamatory, offensive, threatening, prohibited, fraudulent statements, or any that violate any law.
It is not Telintel’s obligation or policy to investigate or determine whether the Client has committed or may commit any of these violations through the use of its content. The Client is entirely responsible for making this determination.
Telintel reserves the right to reject or terminate the service without prior notice if it has any doubt or concern—justified or not—that the Client may incur in such violations.
The Client represents and warrants that it owns or controls all rights to the content sent and that such content does not contain false, misleading, defamatory, offensive, threatening, prohibited, or illegal statements.
Telintel shall not be responsible and shall be held harmless from any liability for Client violations of privacy or property rights, or for violations of any applicable law or regulation.
Telintel shall not be liable for losses or damages, whether total or partial, arising from decisions, actions, or omissions beyond its control or those of the Client or third parties, including but not limited to: credit card fraud, illegal use of content, cyberattacks, or any type of improper conduct that violates local, state, federal, or international laws, or the legal rights of the Parties to this Agreement or third parties.
Telintel shall not be responsible for technical failures caused by factors beyond its control. Telintel will make reasonable efforts to correct such technical failures as soon as possible.
Telintel shall not be responsible for misuse of Telintel Solutions by the Client. Any use that violates state or federal laws may result in immediate termination of the service.
The Client agrees that such termination due to legal violations will result in the forfeiture 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 Client also agrees to indemnify, hold harmless, and defend Telintel against any legal action initiated by the FTC, FCC, or any other entity 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 Client agrees to defend, indemnify, and hold harmless Telintel, its successors and assigns, from any and all claims, demands, actions, lawsuits, whether first or third party, including but not limited to damages of any kind, costs, expenses, and legal fees that arise from, are related to, and/or associated with this Agreement and the use of Telintel Solutions by the Client. Without limiting the general indemnification clause established herein, other areas of indemnification include, but are not limited to:
(i) Client fraud or financial theft,
(ii) Client content,
(iii) any violation by the Client of the terms and conditions set forth in this Agreement,
(iv) any violation by the Client of applicable laws or regulations, or
(v) any violation by the Client 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 Client 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 Client shall provide Telintel with all cooperation requested.
The Client’s compliance under this subsection does not exempt it from the obligations established in the previous paragraph.
Representations and Warranties:
Each Party declares that it has validly entered into this Agreement and has the legal capacity to do so.
THE CLIENT ACKNOWLEDGES THAT IT IS TECHNICALLY IMPRACTICAL TO PROVIDE A SERVICE FREE OF ERRORS, EXCEPT AS EXPRESSLY STATED 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, NOR ANY OTHER WARRANTY ARISING FROM COMMERCIAL USAGE, COURSE OF DEALING, OR TRADE PRACTICE.
Limitation of Liability:
IN NO EVENT SHALL TELINTEL, NOR 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 DUE TO LOSS OF DATA OR OTHER COMMERCIAL INFORMATION) ARISING FROM OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PURCHASED SOLUTION BY THE CLIENT, 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 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Telintel’s total liability for any service interruption not expressly excused by this Agreement, or for any other liability of Telintel, its employees, directors, successors or assigns, shall be limited to the fees paid by the Client for the period during which the service was inactive.
In no event shall Telintel’s liability to the Client for any claim exceed 50% of the amount paid by the Client to Telintel under this Agreement during the twelve (12) months prior to the date on which the claim arose.
Nature of the Relationship: The Parties acknowledge that they are independent contractors and that this contractual relationship shall not be construed as a commercial agency agreement, commercial representation agreement, or any type of representation or partnership between the Parties.
Florida Law, Jurisdiction and Venue: This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles.
Any legal action under this Agreement must be brought 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 action or legal 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 Client waives any objection to personal jurisdiction and agrees that service of process shall be deemed valid if made at its principal place of business through recognized courier or via the email provided by the Client.
Any judgment rendered shall be final and may be enforced in any jurisdiction worldwide.
Attorney’s Fees: In the event of any dispute related to this Agreement, Telintel shall be entitled to recover all attorney’s fees, costs, and expenses incurred, including those generated on appeal, until the dispute is definitively resolved.
Notices: Unless otherwise specified in another provision of this Agreement, notices, requests, claims, or communications required shall be made in writing and delivered by U.S. certified mail (postage prepaid and return receipt requested) or by courier service (e.g., FedEx), or by email or fax, to the physical addresses, email addresses, or fax numbers provided by the Parties 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 on time, the originally provided contact information shall be deemed valid.
Term of the Agreement: This Agreement shall become effective on the date the Client accepts it for the first time, unless there are Appendices applicable to the Purchased Solution. In such case, the Agreement shall begin once both Parties have signed all corresponding Appendices.
This Agreement shall remain in effect until terminated in accordance with the following subsections or as stipulated in the applicable Appendices.
Terminatión:
Telintel may, at its sole discretion, terminate the total or partial use of the Solutions by the Client without prior notice if:
Telintel believes the Client has violated or acted inconsistently with the Agreement.
The Client declares insolvency or bankruptcy.
The Client fails to pay for the contracted services.
The Client files a dispute with a banking institution or PayPal requesting a refund in violation of the Agreement.
In the event of termination for any of the above reasons, Telintel may retain any unused funds as liquidated damages.
Additionally, Telintel may take any other legal action it deems necessary due to the Client’s breach.
If the Client’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 Client may terminate the Agreement with thirty (30) days’ written notice (by mail or email), forfeiting any unused funds. This provision does not apply if there are Appendices establishing a specific term for the Agreement.
The Client may not terminate the Agreement if there are outstanding balances owed to Telintel. Any unpaid amount owed to Telintel by the Client shall remain due even after termination of the service. Any outstanding balance owed to Telintel by the Client shall accrue interest at a rate of 1.5% per month until the balance is paid in full.
The Client agrees that Telintel shall not be liable to the Client or to third parties for any termination of the Client’s access to Telintel Solutions.
Privacy:
All personal data provided by the Client in relation to the provision of services shall 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 Client or its account, phonebook, or MSISDN numbers, except in the normal course of service use, without the Client’s prior consent, unless Telintel reasonably believes such action is necessary to comply with legal requirements, cooperate with or comply with legal processes, investigations, subpoenas, court orders, or similar processes, to protect and defend the rights, property, or legally protected interests of Telintel, the Client, or third parties; to enforce any provisions of these terms and conditions; or to protect Telintel’s reputation or business.
The Client 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 issues. Likewise, Telintel may periodically communicate with the Client to provide information related to updates, improvements, notices, or similar matters.
The Client agrees that Telintel may use the Client’s profile and account information for non-personal statistical purposes.
The Client agrees that it will not violate any privacy law, regulation, or code of conduct applicable to the protection of personal information of End Users, including but not limited to names, addresses, email addresses, and landline or mobile phone numbers.
The Client shall not disclose such personal information to any third party without the express consent of the End User, unless permitted or expressly required by law.
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 as confidential given the nature of the 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 prior to 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 shall disclose the Confidential Information received from the other party for a period of three (3) years from the effective date of this Agreement, unless such disclosure:
(i) is necessary to comply with federal, state, or local laws, regulations, or requirements;
(ii) is legally required;
(iii) is necessary in legal proceedings that establish rights and obligations under this Agreement;
(iv) is made to accountants, auditors, or attorneys who are subject to the same confidentiality obligations described herein.If the Confidential Information reaches the level of a “Trade Secret” under applicable law, the three-year period shall not apply, and the information shall remain confidential for as long as the law allows.
If the Receiving Party is required or requested (through oral questions, interrogatories, subpoenas, requests for documents, or 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 that it applies to its own similar confidential information (but not 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 only to those employees and contractors of itself and its Affiliates 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 established herein, unless expressly authorized in writing by the Disclosing Party.
A breach by either Party or its agents of the foregoing provisions shall entitle the other Party to seek injunctive relief or other equitable remedies, in addition to any other remedies available under law or equity.
Modifications: Unless otherwise provided in an applicable Appendix, Telintel reserves the right to modify these Terms and Conditions at any time, for any reason, and without prior notice. The Client acknowledges that it is their responsibility to review these Terms and Conditions frequently. Continued use of the Services by the Client after the publication of any changes to these Terms and Conditions constitutes full acceptance by the Client of such changes.
Waiver: No waiver of any provision of this Agreement shall be deemed a waiver of the same provision with respect to any subsequent breach, nor shall such waiver be considered a waiver of any other provision.
Assignment: The Client 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 competent court, such provision shall be deemed valid and enforceable to the maximum extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
Surviving Provisions: The sections titled “Parties to 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 any provisions that expressly state their survival, shall survive any termination of this Agreement.
Entire Agreement: The Parties acknowledge that this Agreement, together with its respective Appendices, constitutes the entire and final agreement and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the Client and Telintel with respect to Telintel’s Solutions.
Any right not expressly granted in this document is reserved.
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