1. Your Unifonic Account:
   1. We're thrilled to have you on board! To start using our Services, you'll need to create a special account called a "Unifonic Account" Just follow these simple steps:
      
      1. Make sure an Authorized User handles the Unifonic Account creation and provides the necessary details to meet any onboarding requirements.
      2. Provide to Unifonic and assure that Unifonic always has true, current, and complete information about You.Service
         
         
2. Service Specific Terms:
   1. By signing this Agreement, you agree to be bound by the Service Specific Terms for each requested Service.
3. Providing the Services
   Here's what you can expect from Unifonic:
   1. Unifonic will:
      
      1. Provide the Services to You in line with Applicable Laws and this Agreement.
      2. Abide by the SLA (if any).
      3. Use commercially reasonable efforts to give You the applicable support for the Services as outlined in the SLA and/or the Order Form.
4. To the fullest extent permitted by law, Unifonic excludes all warranties, terms, conditions, or undertakings not stated in this Agreement ("Implied Terms"), whether expressed or implied, regarding the Services.
   
   1. You understand and agree that Unifonic doesn't guarantee:
      
      1. Your use of the Services will be uninterrupted or error-free.
      2. The Services will meet Your requirements beyond those specified in an applicable Order Form or SLA.
      3. The Unifonic Platforms, Unifonic Console, and Services will be free from Vulnerabilities or Viruses.
5. Unifonic reserves the right to make some or all of the Services unavailable occasionally for upgrades, development, maintenance, and updates, provided reasonable notice is given.
6. If delivering the Services to You is delayed or interrupted due to damage in our devices, equipment, or Third-Party Provider's software, Unifonic will strive to restore the Service promptly. In such cases, the Term shall be extended for a period equivalent to the duration of the Service unavailability, allowing You to use any unused portion of the Service.
7. Unifonic isn't responsible if Third-Party Providers modify, improve, or develop their services without prior notice. In such cases, Unifonic may amend, improve, develop, or suspend the Services provided to You.
8. Any delays, delivery issues, or losses arising from data transfer over communication networks aren't within Unifonic's control.
9. Unifonic shall have the right to access the Customer's account on the Unifonic Platform upon the Customer's request, in the event that the Customer requires assistance with training, technical support, or upon the Customer's request for technical assistance. Such access will be at the Customer's full responsibility and Unifonic shall bear no liability for any actions taken during this access.
10. Unifonic might provide one or more Services through the Unifonic Console, granting You a non-exclusive, non-transferable right, without the ability to grant sublicenses, to access the Services via the Unifonic Platform.
11. With that covered, let's dive into the specifics of our journey together:

Here's what we kindly ask you for:

1. You'll take full responsibility for all usage of the Services under Your Unifonic Account, as well as any access to the Unifonic Platform.
2. You'll make sure to follow all Applicable Laws and Regulatory Policies—it's important to utilize/consume the Services by the rules.
3. Without Unifonic’s written consent, you won't transfer, resell, lease, license, or share the Services with any third party.
4. You'll be responsive and cooperative, following Unifonic's directions and any requests for information, whether from us or a Regulatory Authority.
5. Before using the Services in your region, make sure you have all the necessary licenses and approvals in place.
6. You're in charge of everything related to you and your Authorized Users—their actions, content, and activities.
7. You'll ensure that any content transmitted to you via the Services by End Users complies with both Applicable Laws and the terms of this Agreement.
8. If you notice any unauthorized access or use of the Services, please let us know right away.
9. Please avoid attempting to tinker with the Services—no reverse engineering, decompiling, or anything of the sort.
10. Copying or modifying the Unifonic Platforms isn't cool unless we say it's okay.
11. Follow the specs we provide for your network and systems—it helps everything run smoothly.
12. If you're sharing data with us, make sure you have all the necessary permissions and consent.
13. It's on you to set up and secure the connections between your systems and the Unifonic Platforms.
14. We trust you won't try to access the Services or Unifonic Platform in unauthorized ways.
15. Keep things clean—don't introduce any Virus or Vulnerability into our systems.
16. Please refrain from using the Services to create a competing product or service

With these responsibilities in mind, let's keep things smooth sailing as we move forward:

1. Fees that Keep Things Going:
   1. You agree to pay the fees outlined in all applicable Order Form(s).
   2. Kindly refrain from offsetting any Unifonic liabilities or making deductions from what you owe us. If Unifonic can't process deductions from the account linked to the Services and you're a customer of our other services, Unifonic may use other accounts you have on the Unifonic platforms to cover any dues.
   3. Just to make sure we're on the same page, any fees or amounts paid to Unifonic are non-refundable, regardless of the situation.
2. Taxes and Additional Charges:
   
   1. All fees noted here don't include taxes. You're responsible for covering all taxes related to this Agreement and Order Form(s), excluding taxes on Unifonic's net income, property, or employees.
      
3. Paying the Fees:
   
   1. You have agreed to pay the Fees and taxes as per the payment terms in the relevant Order Form(s).
      
4. Keeping You Informed:
   1. We want to be upfront with you. Unifonic might adjust its prices from time to time. If that happens, we'll let you know fourteen (14) days beforehand (“Pricing Change Notice Period”):
5. During the Pricing Change Period , You've got choices: 
   1. You can happily continue using the services with the updated pricing.
   2. If you'd rather not, let us know, and if we receive your intention to terminate the Order Form(s), the termination will take effect at the end of the Pricing Change Notice Period.
6. Remember that:
   1. All these rules apply unless the Order Form states otherwise.
7. The Customer acknowledges and understands that the payments made to Unifonic are non-refundable, and the Customer must utilize the Services within the term set out in the Order Form, otherwise, Unifonic reserves the right to demand payment of full Fees even if the Services not utilized
8. The Customer acknowledges and agrees that any individual who has the credentials to access the Customer’s account on Unifonic Platform shall have the authority to do any action on the Customer’s account and represent the Customer before Unifonic including settling any fees and/or invoices, without being Unifonic liable.

With these guidelines in place, let's keep things transparent and smooth sailing:

1. Ownership of Intellectual Propert
   1. You acknowledge that Unifonic and/or its licensors hold all Intellectual Property Rights in the Services and the Unifonic Platforms. Aside from what's clearly stated here, this Agreement doesn't give you any rights to, under, or in any Intellectual Property Rights or other rights in connection with the Services or the Unifonic Platforms.
2. Standing Up for Intellectual Property:

   1. You'll make things right in case of any claims related to actual or alleged infringement of Unifonic's Intellectual Property Rights by you, your Affiliates, or your Authorized Users.

   2. Unifonic is the sole and exclusive owner of the rights, title, and interest in the Intellectual Property Rights related to the Services, the documentation, webpages, and any modifications, extensions, customizations, scripts, or other derivative works of the Services.

   3. Unifonic Data: All rights, title, and interest, including Intellectual Property Rights, in any data derived from the use of the Services ("Unifonic Data"), are owned and reserved by Unifonic. During the Agreement's term, Unifonic grants you a worldwide, limited-term, non-exclusive, non-transferable, royalty-free license to access and use Unifonic Data solely for your Services-related use and as per the Agreement's terms.
   4. Customer Data: You hold all Intellectual Property Rights to Customer data. However, you grant Unifonic the right to process End User data as needed to provide the Services in a manner that aligns with Applicable Laws, this Agreement, and Unifonic’s Privacy Policy.

With these details in mind, let's proceed with clarity and respect for everyone's intellectual property:

1. Whats's Considered Confidential:
   1. For the purposes of this Agreement, "Confidential Information" refers to any information that's disclosed by one party ("Disclosing Party") to the other ("Receiving Party"). This can be info marked as confidential or something that should reasonably be understood as confidential based on the nature of the information and the context of the disclosure. Confidential Information doesn't include:
      1. Information that's independently available to the public.
      2. Info the Receiving Party already knew before it was disclosed.
      3. Info legally shared with the Receiving Party by another party, not under any obligation or breach of confidentiality that the Receiving Party knows about.
      4. Info independently developed by or for the Receiving Party without using or referencing the Disclosing Party's Confidential Information.
2. Handling Confidential information:
   1. Unless we've agreed otherwise in writing, the Receiving Party won't:
   2. Use any Confidential Information for anything other than fulfilling its rights and responsibilities under the Agreement.
   3. Share Confidential Information with any third party, except for entities (like Affiliates, contractors, and legal counsel) who really need to know to help the Receiving Party fulfill its rights and responsibilities under this Agreement.
   4. These helpful entities ("Representatives") will be bound by the same confidentiality terms as the Receiving Party. The Receiving Party will be held accountable if its Representatives breach this obligation.
      
      
3. Disclosures Required by Law:
   
   1. The Receiving Party might have to spill the beans on Confidential Information from the Disclosing Party if Applicable Law, a court order, or a Regulatory Authority makes it necessary.
      
      

With these guidelines in place, let's maintain trust and keep things confidential where they should be:

1. Indemnification by Unifonic
   1. Scope of Indemnification.  Unifonic will defend you, your Affiliates, and each of their directors, officers, and employees (collectively, “Customer Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Customer Indemnified Party by a third party alleging that Unifonic’s provision of the Services infringes or misappropriates such third party’s intellectual property rights (“Unifonic Indemnifiable Claim”). Unifonic will indemnify you from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Customer Indemnified Party or for settlement amounts approved by Unifonic for a Unifonic Indemnifiable Claim
   2. Infringement Options.  If Unifonic’s provision of the Services has become, or in Unifonic’s opinion is likely to become, the subject of any Unifonic Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Unifonic may at its option and expense: (a) procure the right to continue to provide the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not commercially and reasonably practicable, terminate this Agreement, or, if applicable, terminate the Services that are the subject of any Unifonic Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund you any unused pre-paid Fees.
   3. Limitations.  Unifonic will have no liability or obligation under this Section 7.1 with respect to any Unifonic Indemnifiable Claim arising out of (a) your use of the Services in breach of this Agreement; (b) the combination, operation, or use of the Services with other applications, portions of applications, products, or services, including, without limitation, the Customer Services or Third Party Services, where the Services would not by themselves be infringing; or (c) Services provided free of charge.
2. Indemnification by Customer.  You will defend Unifonic, its Affiliates, and each of their directors, officers, and employees (collectively, “Unifonic Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Unifonic Indemnified Party by a third party alleging or arising out of: (a) your or your End Users’ breach of Section 2.2 (Customer Responsibilities) or (b) any Customer Services infringing or misappropriating such third party’s intellectual property rights (collectively, “Customer Indemnifiable Claims”). You will indemnify Unifonic from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Unifonic Indemnified Party or for settlement amounts that you approve for a Customer Indemnifiable Claim.
   1. Without prejudice to any violations and/or penalties stipulated in the Service Specific Terms, the Customer undertakes to indemnify Unifonic for all losses, damages, and/or penalties imposed on or incurred by Unifonic as a result of the Customer’s breach of Applicable Law and/or the terms and conditions of this Agreement and/or instructions and/or regulations issued by competent authorities and/or any related third party.
3. Conditions of Indemnification.  As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Customer Indemnifiable Claim or Unifonic Indemnifiable Claim (individually or collectively referred to herein as a “Claim”)in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. For the avoidance of doubt, Indemnifying Party will not settle any Claim for which it has an obligation to indemnify under this Section 7 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written approval, which will not be unreasonably withheld or delayed.
4. The foregoing indemnifications are Party’s sole liability to, and Indemnified Party’s only remedy against, the other party for any third-party claims.

1. Responsibility Scope:
   1. Neither party nor its Affiliates will be held liable under this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, or punitive damages. This applies whether the cause is contract-related or a tort action.
2. Total Liability Amount:
   1. In no event will the combined liability of either party and all its Affiliates, stemming from this Agreement, exceed the total amounts paid by you and your Affiliates in the twelve (12) month period before the initial incident leading to the liability. This rule holds whether the issue arises from a contract or tort.
3.  Exceptions to Limitations:
   1. The limitations outlined in 8.1 and Clause 8.2 don't apply to your breach of Clauses 3, 4, and 5.
4. Impact of Account Suspension:
   1. If we suspend your account due to your actions or omissions as outlined in Clause 4 (Fees and Payment Terms), we won't be held liable for any damages, liabilities, losses, or consequences that you may face as a result. You'll still be responsible for the Fees during any suspension period due to the aforementioned reasons.

With these measures in place, let's ensure clarity and fairness while recognizing exceptions where needed:

1. Agreement's Duration:
   1. Once you've accepted it, this Agreement remains in effect until the expiration of all associated Order Form(s). You can't end this Agreement before the Term expires unless the Order Form specifies otherwise.
2. Order Form Duration:
   1. Each Order Form has its own duration. It starts when you accept the Order Form or on a designated start date mentioned within it. The Order Form will end at the term's close unless the Order Form specifies automatic renewal for another period.
3. Termination Due to Major Breach:
   1. If there's a material breach and the party at fault doesn't fix it within ten (10) business days after receiving written notice, the other party can terminate the affected Order Form(s).
4. Termination Due to Insolvency:
   1. If one party liquidates, goes through dissolution proceedings, or faces bankruptcy, the other party can immediately terminate any applicable Order Form(s) by providing written notice.
5. Prohibited Services Termination:
   1. If any Service provided under an associated Order Form is prohibited by Applicable Law or the terms of an Operator or Third-Party Provider, Unifonic has the right to  terminate that Service and its associated Order Form. In such cases, Fees for utilized Services won't be refunded.
6. Suspending Services:
   1. Without limiting other rights, Unifonic can suspend the Service and your access to the Unifonic Platforms if you:
      1. Fail to pay Fees on time and don't pay within seven (7) days of being notified.
      2. Breach this Agreement, the Terms of Use, or Regulatory Policies, in a way that could seriously harm Unifonic, and don't fix it within fourteen (14) days of being notified.
      3. Engage in unlawful actions that could cause serious harm to Unifonic while using the Services or Unifonic Platforms.
      4. Send SPAM Messages as defined in the SMS Service Specific Terms. In this case, Unifonic can suspend the Service immediately without prior notice.
7. After Suspension, Termination, or Expiry:
   1. Suspension or termination doesn't free you from past obligations and liabilities.
   2. When the Agreement or an Order Form is suspended, terminated, or expires:
   3. All granted rights, licenses, and subscriptions end immediately.
   4. You must promptly return or destroy Unifonic Data, Confidential Information, and user IDs in your possession, as per Unifonic's choice.
   5. Unifonic will delete your Confidential Information or Customer data according to applicable SLA or data retention policies.
   6. For terminated or expired Order Forms, the above won't apply if the data is still needed for other active Services.
      
      
   In navigating these terms, we ensure clarity and understanding while respecting obligations and rights:
   
   

1. Assignment:
   1. You can't transfer, assign, or hand over any rights or obligations under this Agreement without Unifonic's written approval. However, you agree that we can move this Agreement or valid Order Forms to another Unifonic entity for Unifonic's corporate restructuring. We'll provide you a thirty (30) days prior Notice in such cases.

2. Notices:

   1. We consider all electronic communications between you and Unifonic as valid and enforceable.

   2. If you need to send a Notice to Unifonic, you can write to legal@unifonic.com.

   3. We'll send Notices to the email address(es) you've specified in your Unifonic Account or another email you've used with us. You're responsible for updating us if these email addresses change.
      

3. Waiver:
   1. No waiver of any right under this Agreement is effective unless it's in writing and signed by the party granting the waiver. Waiving a right due to a breach or failure doesn't mean waiving future rights or other rights under this Agreement.
4.  Severability:
   1. If any part of this Agreement becomes invalid, illegal, or unenforceable, it will be changed to comply with applicable laws or, if that's not possible, removed. The rest of this Agreement stays in effect.
5. Relationship Between Parties:
   1. We're not partners, agents, or joint ventures. Each of us is an independent contractor and carries out our obligations at our own risk.
6. Relationship Between Parties:
   1. We're not partners, agents, or joint ventures. Each of us is an independent contractor and carries out our obligations at our own risk.

7. No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster (collectively, “Force Majeure Events”). The party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences of any such event.

8.  Documentation Hierarchy:
   1. If there's a conflict between the provisions of this Agreement, Service Specific Terms, Terms of Use, Regulatory Policies, Order Form, or the SLA, the following order prevails:
      1. Order Form
      2. This Agreement
      3. Service Specific Terms
      4. SLA
      5. Regulatory Policies
9. Governing Law and Dispute Resolution:
   1. The laws of the jurisdiction of the Unifonic entity specified in the applicable Order Form govern this Agreement.
   2. We aim to settle any disputes amicably. If that doesn't work, disputes will be handled by the competent courts where the Unifonic entity specified in the applicable Order Form is located.
      
      

1. This Agreement covers everything between us regarding its subject matter. It replaces any previous written or oral agreements between us or our Affiliates concerning what's dealt with in this Agreement.

2. By understanding and agreeing to this Agreement, we ensure a solid foundation for our collaboration.

   We're excited to embark on this journey together and look forward to serving you with the best possible experience!