General Terms and Conditions

1. GLOSSARY
The definitions in the Section 15 apply to any term not defined herein.

2. TERM
The term of this Agreement will commence on the Effective Date and remain in full force and effect until the expiration of the last surviving Order Form(s) entered into pursuant to this Agreement, unless earlier terminated as allowed in this Agreement or the applicable Order Form(s).

3. SERVICES

3. 1. Provision of the Services. Sinch will provide the Services to Customer pursuant to this Agreement and any applicable Documentation. Customer’s Affiliates and third-party customers may also use the Services as permitted under this Agreement.

3. 2. Term of Service. The term of service for each Service will be set forth in the applicable Order Form(s). If no minimum service term is set forth in an Order Form, the applicable Service will be provided on a rolling month-to-month basis, until such time as either Party provides the other Party with at least thirty days written notice of non-renewal.

3. 3. Third Party Services and Applications. The Services may be integrated with third-party web services, software and/or applications that are accessed through the Services. Such web services, software and/or applications are subject to the applicable third party’s then-current terms and conditions. Sinch’s Affiliates are not third parties under this Section.

3. 4. License to Use Sinch Tools and Applications. If Sinch makes available to Customer access, either by online access, by API or access by any other means, to Tools and Applications, Sinch grants Customer a non-exclusive, non-transferable license to use such Tools and Applications solely in connection with Customer’s use of the Service(s) during the term. Customer is responsible for all information accuracy, charges, costs, transactions, and activities conducted through or with the Tools and Applications, even if incurred in connection with fraud or unauthorized access. Customer is responsible for only allowing authorized use of the Tools and Applications to persons that Customer designates.

3. 5. Monitoring. To the limited extent permitted under applicable law, Sinch may, but is under no obligation to monitor use of the Services: (i) to comply with applicable law or a governmental request or order; (ii) to verify Customer’s compliance with this Agreement; (iii) to protect the integrity of the Sinch Network and the systems or networks of its suppliers; (iv) as necessary to provide and support the Services, or (v) as otherwise approved or requested by Customer.

3. 6. Acceptable Use; Other Compliance.  The current AUP posted on Sinch’s website will apply to the applicable Services. Sinch will be under no obligation to provide any Service if Customer (including an Affiliate) does not meet Sinch’s know-you-customer or credit standards.

4. CUSTOMER RESPONSIBILITIES

4. 1. Use of Services. Customer will:
   
   4.1.1. Use the Services (including any Customer Content transmitted through the Services) in accordance with this Agreement, the Documentation, and all applicable laws and regulations, including but not limited to telecommunications laws and regulations, export control laws and regulations, economic, trade and financial sanctions laws, regulations, embargoes, or restricted state lists;
   
   4.1.2. Reasonably cooperate with Sinch regarding Sinch’s supply of the Services and provide any information and documentation that Sinch may reasonably request (i) that is necessary for the provision of the Services, (ii) relates to Customer Content or Customer’s use of the Services or (iii) to determine Customer’s compliance with this Agreement;
   
   4.1.3. Maintain all necessary permits, consents, rights, authorizations, or certifications for its use of the Services, including, but not limited to, Customer Equipment and any Customer Content transmitted as part of that use; and
   
   4.1.4. Immediately comply with such directions and/or orders as may be issued from time to time by a governmental or regulatory authority in relation to the Customer Content or its use of the Services.

4. 2. Restrictions. With respect to the Services, Customer will not (i) disassemble, decompile, reverse-engineer, copy, translate or make derivative works, (ii) transmit any content or data that is unlawful or infringes any intellectual property rights; or (iii) circumvent Sinch’s security measures or endanger Sinch’s Network.

4. 3. Customer Content. Customer is solely responsible for all Customer Content. Customer grants to Sinch (including its Affiliates and subcontractors) a nonexclusive, worldwide right to process Customer Content in order to test, provide and support the Services, including the right to format or modify Customer Content so that it can be received, transmitted or delivered. Customer acknowledges that neither Sinch and its Affiliates nor their respective suppliers exercise any control over Customer Content, and act as a mere or passive conduit in transmitting and handling Customer Content. Customer acknowledges and agrees that any Customer Content sent through Sinch is deemed to have been sent and/or authorized by Customer.

4. 4. Pass-On Terms. Unless otherwise prohibited in an Order Form or by Sinch in writing, Customer may provide access to the Services to its Service Users, provided that:
   
   4.4.1. as between Sinch and the Customer, use of the Services by Service Users and any of their acts and omissions are deemed to be Customer’s use of the Services and Customer’s acts and omissions;
   
   4.4.2. Customer acknowledges and agrees that it is solely responsible to ensure that each Service User agrees to use the Services pursuant to terms and conditions substantially similar to those in the Agreement;
   
   4.4.3. no Service User shall be a third party beneficiary to the Agreement;
   
   4.4.4. as between Sinch and the Customer, Customer Content shall be deemed to belong to Customer and no other party;
   
   4.4.5. each Service User accepts and complies with all third party policies or terms applicable for the use of the Services, such confirmation to be provided by each respective Service User prior to its use of the Services;
   
   4.4.6. Customer will not (and will ensure that any Service User will not) use Sinch or Sinch Affiliate trademarks, tradenames or branding or make any representations with respect to the Services that are inconsistent with any express Sinch representations in the Agreement;
   
   4.4.7. Customer is fully responsible for any support and any and all communication towards Service Users; and
   
   4.4.8. Customer shall remain fully liable to Sinch for any use of the Services by Service Users.

4. 5. Fraud. Customer is responsible for ensuring that its account is not used to engage in fraud of any kind, including, without limitation, the transmission of any fraudulent or unauthorized communications. Customer’s payment obligations hereunder will not be excused by fraud or the unauthorized use of Customer’s account (including where Customer’s network has been compromised).

4. 6. Customer Equipment. Customer has the sole and exclusive responsibility for the installation, configuration, security (including firewall security) and integrity of all Customer Equipment used in conjunction with or related to the Services, including, without limitation, Customer’s connectivity to any third party.

4. 7. Access and Security. Customer will maintain reasonable security standards to protect the Sinch Network from unauthorized access, including, but not limited to, protecting Customer’s credentials, passwords, API keys and access tokens utilized to access the Services or Sinch Network (“Credentials”) from being disclosed to or accessed by third parties. Customer shall immediately (in no case later than twenty-four (24) hours) inform Sinch if the Customer becomes aware of any possible or actual unauthorized use, misuse or access of the Services or Credentials. Customer is solely responsible for all disaster recovery, business continuity and back up arrangements in respect of Customer Equipment and Customer Content, and Customer is further obligated to take all necessary remedial actions, including but not limited to promptly revoking compromised Credentials, reissuing new and secure Credentials, and implementing appropriate security measures to prevent further unauthorized access.

5. CHARGES FOR SERVICES

5. 1. Fees. Customer will pay to Sinch all fees described in the Order Form(s). Usage based fees will be calculated using Sinch’s data and not by reference to any data Customer record or logs.

5. 2. Payment. Unless stated otherwise in an Order Form, Customer will pay to Sinch the total amount due set forth in any invoice within 30 calendar days of the date of Sinch’s invoice (the “Due Date”). Payment will be made in the currency set out in the Order Form(s). Customer is responsible for all fees related to making payment (such as bank wiring fees or fees related to currency conversion). If Sinch incurs any expenses in collecting payments due under this Agreement, including but not limited to reasonable attorney’s fee or fees associated with a collection agency, Customer acknowledges and agrees that Customer is responsible for payment of such expenses.

5. 3. Late Payment. If any undisputed amount due under this Agreement is not received by the applicable Due Date, in addition to its other remedies available hereunder, Sinch may in its sole discretion (i) impose a late payment charge that will not exceed the highest rate legally permissible (such late charge will be payable upon demand by Sinch) and/or (ii) require the delivery of a security deposit or other form of collateral (such as a letter of credit or parental guaranty), as a condition of the continued availability of the Services. Sinch may apply the security deposit or other form of collateral against any outstanding amounts and require that Customer replenish the security deposit or collateral if so applied.

5. 4. Invoice Disputes. If Customer disputes in good faith an amount invoiced under this Agreement, Customer must (i) pay all undisputed amounts by the applicable Due Date, and (ii) provide written notice of the dispute by the same Due Date. Any amounts unpaid by Customer, including disputed amounts, are subject to any other remedies available to Sinch. No omission or delay by Sinch in invoicing any sums will prohibit Sinch from raising an invoice at a later date nor shall it relieve the Customer of its obligation to pay all amounts Sinch invoices. If Sinch does not receive Customer’s notice of an invoice dispute by the applicable Due Date of such invoice, then such invoice will be deemed to be correct and binding on Customer.

5. 5. Taxes.
   
   5.5.1. Unless otherwise stated in an Order Form, the fees and other charges imposed under an Order Form are exclusive of taxes, duties or similar charges imposed by a governmental authority. Customer will pay all applicable taxes, surcharges, and other similar fees due and payable to any taxing authority or governmental agency with respect to or arising out of the Services provided under this Agreement (collectively, “Taxes and Fees”). Taxes and Fees include, without limitation, sales or use taxes, gross receipts taxes, goods and services taxes, value-added taxes, indirect taxes, telecommunications taxes, utility taxes, and any governmental and quasi-government fees and surcharges (including but not limited to universal service fund charges) related to the provision of Services. Some Taxes and Fees, and the costs of administering them and the costs of underlying providers’ miscellaneous charges and surcharges, are recovered through a percentage surcharge(s) on the charges for the Services. Notwithstanding the foregoing, applicable law may require Sinch to collect from Customer certain Taxes and Fees, and if Sinch invoices Customer for any Taxes, Customer agrees to pay such Taxes and Fees, unless Customer provides Sinch with a valid exemption certificate prior to the applicable invoice month. Upon Sinch’s request, Customer will provide Sinch with updated exemption certificates and any other information necessary or useful for Sinch to document and comply with Tax requirements. More information regarding the Taxes and Fees Customer must pay Sinch will be set forth in a document provided by Sinch.
   
   5.5.2. Where relevant for the determination of applicable tax, Customer shall inform Sinch of its tax registration number such as VAT or GST identification number(s) attributed by (i) the country where Customer has established its business, and/or (ii) any other country where Customer has established a fixed establishment, to which the Services are provided. Sinch shall consider the Services to be for Customer’s business use and provided to the location(s) of Customer in accordance with the provided tax registration number(s).
   
   5.5.3. If Customer must deduct or withhold taxes from a payment due to Sinch, Customer will (i) make those deductions or withholdings (or both); (ii) pay the amount deducted or withheld as required by the relevant law;  (iii) provide Sinch with a copy of the receipt for each payment; and (iv) increase its payment to Sinch by an amount which will result in  Sinch receiving the full amount that would have been received if no deduction or withholding had been required.

5. 6. Set-off. Sinch may, without notice to the Customer, set-off any sums owed by the Customer under this Agreement and/or any other agreement with Sinch (including its Affiliates) against any sums owed by Sinch (including its Affiliates) to Customer regardless of the place of payment or currency of such obligations.

5. 7. Credit Limit. Sinch may establish a monthly credit limit. Sinch, at its election, will not provide Services in excess of the monthly credit limit. Sinch has no obligation to inform Customer when Customer has reached or is nearing its credit limit. When the credit limit has been met or exceeded, Sinch will notify Customer and allow Customer to remit a wire payment to Sinch within one day of receiving such notice prior to suspending Services.

6. SUSPENSION OF SERVICES

6. 1. Sinch’s Right to Suspend. Sinch may suspend use of any or all of the Services, without liability, for any of the following reasons:
   
   6.1.1. Customer’s breach of this Agreement;
   
   6.1.2. Customer’s violation of any law, rule or regulation of any governing authority having jurisdiction over a Service;
   
   6.1.3. Customer’s use of a Service poses a threat to the integrity of the Sinch Network or interferes with the use of a Service by other Sinch customers or authorized users;
   
   6.1.4. to perform maintenance (whether or not planned); or
   
   6.1.5 if Sinch is unable to provide the Services due to a change in Sinch’s relationship with any third party or the termination or suspension of any authorization necessary to provide the Services.

6. 2. Notice and Scope of Suspension.  When feasible, Sinch will provide Customer advanced notice (email permitted) of the suspension of Services. Sinch will limit the suspension in time and scope to the extent reasonably practicable under the circumstances. With respect to suspensions under Section 6.1.1 to 6.1.3, (i) Sinch will resume the provision of Service if Sinch determines that Customer has completely remedied the cause of the suspension, and (ii) Customer will pay any applicable reconnection charge or, if no charge is specified, Customer will reimburse Sinch for all reasonable costs and expenses incurred by Sinch in resuming the Services.

7. TERMINATION

7. 1. Termination by Either Party. Either Party may terminate this Agreement or any or all Order Form(s) or Service(s) if the other Party commits any material breach of this Agreement and fails to remedy such breach within 30 days of the date of written notice of such breach.

7. 2. Termination of Agreement or Service(s) by Sinch. In addition to the termination rights set out in Section 7.1, Sinch may also terminate this Agreement or any or all Service(s) or Order Form(s) at any time for the following reasons:
   
   7.2.1. Customer fails to pay any amount by the Due Date and does not correct such failure within five days of receiving written notice;
   
   7.2.2. Customer uses the Service for any unlawful or fraudulent purpose; or
   
   7.2.3. Customer does not remedy the cause of a suspension under Section 6.1.1 to 6.1.3 within 10 days after the commencement of the suspension.

7. 3. Termination of Specific Service(s) by Sinch. In addition to the termination rights set out above, Sinch may also terminate the affected Service(s) at any time for the following reasons:
   
   7.3.1. if a network operator, third-party subcontractor, supplier, or interconnected carrier terminates its relationship with Sinch or its Affiliates or upon the discontinuation of support for equipment or a component of service necessary for Sinch to provide the Service;
   
   7.3.2. upon any legal, regulatory or governmental prohibition or limitation affecting the Service; or
   
   7.3.3. upon the termination or expiration of any license necessary to provide the Service.

7. 4. Effect of Expiration or Termination. Upon the effective date of expiration or termination of a Service(s): (i) Customer’s right to use the Service and all Sinch Confidential Information associated with that Service will immediately end and Sinch will cease providing the affected Service; (ii) Customer shall promptly pay to Sinch all outstanding amounts due and payable related to such Service; (iii) all documentation, software, data and other materials of any kind belonging to Sinch in Customer’s possession and any copies thereof related to such Service will be returned to Sinch or destroyed.  If destroyed, a Customer officer will provide Sinch with a certificate confirming the same.

8. WARRANTIES; DISCLAIMER

8. 1. Compliance with Laws. Each Party will comply with all laws and regulations applicable to it in connection with (i) in the case of Sinch, the operation of Sinch’s business as it relates to the Services and (ii) in the case of Customer, Customer’s use of the Services (including the Customer Content).

8. 2. Disclaimer. EXCEPT FOR THE FOREGOING, NEITHER SINCH NOR ITS SUBCONTRACTORS MAKE ANY REPRESENTATION OR WARRANTY TO CUSTOMER, OR ITS CUSTOMERS, END USERS, OR ANY OTHER PERSON, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT OR QUIET POSSESSION AND ANYTHING PROVIDED OR USED HEREUNDER, AS A RESULT OF THIS AGREEMENT. Customer acknowledges that (i) the ServiceS HAVE not been specifically designed to meet its and/or any of its customers’ or end-users’ individual requirements; and (ii) the ServiceS will not be error-free OR uninterrupted. Except as expressly stated in this Agreement, the ServiceS ARE provided on an ‘as is’ and ‘as available’ basis.

9. LIMITATION OF LIABILITY

9. 1. EXCLUSION OF DAMAGES.  IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES TO OR LOSS OF DATA, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

9. 2. LIMITATION OF LIABILITY.  IF EITHER PARTY IS EVER HELD LIABLE IN RELATION TO THIS AGREEMENT AND WHETHER THE CLAIM IS UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, SUCH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO PROVEN DIRECT DAMAGES AND WILL NOT EXCEED THE LOWER OF (I) THE AMOUNT PAID BY CUSTOMER (OR A CUSTOMER AFFILIATE, AS APPLICABLE) UNDER THE ORDER FORM FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 3 MONTH PERIOD PRIOR TO the EVENT OR EVENTS IN QUESTION OR (II) 20,000 EUROS.

9. 3. Exceptions to the Limitation of Liability. The EXCLUSIONS AND limitations in Section 9.1 and SECTION 9.2 do not apply to:
   
   9.3.1. Customer’s payment obligations UNDER THIS AGREEMENT;
   
   9.3.2. a Party’s indemnification obligations UNDER THIS AGREEMENT;
   
   9.3.3. Either Party’s unauthorized use or disclosure of Confidential Information in violation of Section 11;
   
   9.3.4. Death or bodily injury arising from either Party’s gross negligence or willful misconduct; and
   
   9.3.5. Any liability that cannot be excluded or limited by applicable law.

10. INDEMNIFICATION

10. 1. Indemnification by Customer. Customer agrees to defend, at its own expense, and indemnify and hold harmless Sinch, its Affiliates and subcontractors (“Sinch Indemnitees”) from and against any third party claims, suits, subpoenas or other legal demands, or other liabilities asserted against or incurred by any of the Sinch Indemnitees arising out of or relating to: (i) Customer’s use of any Services or related products, data and documentation provided to Customer hereunder, including where the same results in an alleged violation of any law, regulation or AUP; (ii) Customer Content or Input; (iii) Customer’s Equipment and (iv) Customer’s connection of any Sinch product or service to any third party service or network, including without limitation, damages resulting from unauthorized use of, or access to, the Sinch Network. Customer will indemnify Sinch from any damages, fines, penalties, reasonable attorneys’ fees, losses, expenses and costs incurred by any Sinch Indemnitee with respect to these claims, including any claim Sinch makes to enforce Customer’s obligations hereunder.

10. 2. Indemnification by Sinch. Sinch agrees to defend, at its own expense, and indemnify and hold harmless Customer from and against any third party claims, suits, or other liabilities asserted against or incurred by Customer arising out of or relating to intellectual property rights infringement arising from Customer’s use of the Services under this Agreement. Sinch will indemnify Customer from any damages, fines, penalties, reasonable attorneys’ fees, losses, expenses and costs incurred by Customer with respect to these claims including any claim Customer makes to enforce Sinch’s obligations hereunder.
    
    10.2.1. Sinch’s obligations under Section 10.2 will not apply to claims arising from (i) Customer’s use of the Services in breach of this Agreement; (ii) Sinch’s compliance with Customer’s specific designs where such claims would not have arisen but for such compliance; (iii) a combination with, addition to, or modification of the Services by or for Customer without Sinch’s knowledge or consent and (iv) Customer’s use of the Service for no fee.
    
    10.2.2. If any Service becomes, or is likely to become, the subject of a claim of infringement of intellectual property, Sinch will, in addition to indemnifying Customer as provided in this Section, promptly at Sinch’s expense: (i) secure the right to continue using the Service; or (ii) replace or modify the Service to make it non-infringing without material decrease in functionality.  If these options are not reasonably available, either Sinch or Customer may terminate the affected Service without liability by providing written notice to the other.
    
    10.2.3. The provisions of Section 10.2 set forth Customer’s sole remedies with respect to any third party intellectual property infringement claims.

10. 3. Indemnification Conditions. In connection with any claim for indemnification, the indemnified Party will (i) promptly notify the indemnifying Party in writing of any such claim and grant the indemnifying Party control of the defense and all related settlement negotiations (using counsel reasonably acceptable to the indemnified Party), and (ii) cooperate with the indemnifying Party, at the indemnifying Party’s expense, in defending or settling such claim. The indemnifying Party will obtain the indemnified Party’s consent of any settlement; provided, however that no consent will be required if any settlement results in the unconditional release of the indemnified Party and contains no admission of liability. At its own expense, the indemnified Party may engage counsel to participate in (but not control) the defense of the claim.

11. CONFIDENTIALITY

11. 1. Use of Confidential Information.
    
    11.1.1. Subject to Section 11.1.2, the Recipient will not, directly or indirectly, disclose any Confidential Information without the prior written permission of the Disclosing Party.  The Recipient will protect all Confidential Information of the Disclosing Party to the same extent it protects its own Confidential Information (while using at least a reasonable standard of care). Confidential Information of either Party disclosed prior to this Agreement becoming effective will be subject to this Section.
    
    11.1.2. The Recipient will only disclose Confidential Information to its employees, directors and contractors or those of its Affiliates whose access is necessary for the Recipient to exercise its rights or perform its obligations under this Agreement.  Prior to receiving any Confidential Information, such employees, directors and contractors must be bound by or subject to confidentiality obligations at least as strict as those in this Section.
    
    11.1.3. The Recipient will return or destroy all Confidential Information promptly after being requested to do so by the Disclosing Party.

11. 2. Exceptions. The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that, as shown by reasonably documented proof:
    
    11.2.1. is already known to the Recipient free of any obligations at the time it is obtained from the Disclosing Party;
    
    11.2.2. is or becomes publicly known through no breach of this Agreement by the Recipient;
    
    11.2.3. is rightfully received by the Recipient from a third party without restriction and without breach of this Agreement; or
    
    11.2.4. was developed by the Recipient independently from and without the developing person(s) having access to any of the Confidential Information received from the Disclosing Party.

11. 3. Compelled Disclosure. The Recipient may disclose Confidential Information pursuant to a lawful requirement or request from a court or governmental agency (including pursuant to a stock market rule or regulation); provided that prior to making any disclosure, the Recipient will (i) give the Disclosing Party written notice, to the extent commercially practicable and not otherwise prohibited by law, sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy and (ii) disclose only that portion of the Confidential Information it is required to disclose, based on advice of its counsel, to comply with such legal requirement.

11. 4. Injunctive Relief. Each Party acknowledges that any breach of its obligations under this Section will cause irreparable harm to the other for which its remedies at law will be inadequate and that, in the event of any such breach, the Disclosing Party will be entitled to injunctive or comparable equitable relief in addition to other remedies provided hereunder or otherwise available.

11. 5. Publicity. Neither Party will use the other Party’s name in publicity activities without the consent of the other Party, provided that Sinch may use Customer’s name and logo in customer listings or quarterly calls with its investors. In addition, if Customer is satisfied with the Services, at mutually agreed to times, Customer will cooperate with Sinch’s marketing efforts (e.g., by acting as a reference and providing testimonials). Sinch may share information regarding Customer with Sinch’s Affiliates for marketing and other business purposes, except to the extent prohibited by law.

12. ASSIGNMENT
Neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either Party without the prior express written consent of the other Party, except that either Party may assign this Agreement without consent to any affiliate or to any party acquiring substantially all of the assets to which this Agreement relates. Notwithstanding the foregoing, Customer’s attempted assignment to an affiliate or a purchaser will be void if such party is not creditworthy. Any attempted assignment in violation of the provisions of this Section will be void ab initio.

13. DATA PROTECTION

13. 1. Data Controller. Customer acknowledges that Sinch acts as an independent Data Controller with respect to the processing of Personal Data that is necessary to provide its communications services and carry out its responsibilities as a communication services provider, which include measures to prevent spam and fraud and measures for control, security, and maintenance of the Sinch Network, management of its business and compliance functions, consistent with its obligations under applicable laws including Data Protection Laws.

13. 2. Data Processor. When Sinch processes Personal Data on behalf of the Customer (in accordance with Data Protection Laws), Sinch is acting as a Data Processor and the Customer as a Data Controller. The parties agree that when Sinch acts as a Data Processor under applicable Data Protection Law, the Data Protection Agreement is applicable.

14. MISCELLANEOUS

14. 1. Intellectual Property. Sinch, its Affiliates, or licensors own all right and title to, and interest in, any intellectual property, including all modifications, enhancements, improvements, alterations or updates, utilized by Sinch or licensed to Customer by Sinch to provide the Service(s) pursuant to this Agreement, including any feedback Customer may provide to Sinch about the Services in connection with Customer’s use of the Services. All rights not expressly granted to Customer in this Agreement or a related Order Form are reserved to Sinch, its Affiliates and its licensors. Customer or its licensor(s) retain all rights in and related to the Customer Content. Customer hereby grants to Sinch, during the term of the Agreement, a limited, worldwide, non-transferable, royalty-free, right and license (with right of sub-license where required) to use such Customer Content solely for the purpose of providing the Services.

14. 2. Independent Contractors. The Parties are separate and independent legal entities, and independent contractors as to each other and under this Agreement.

14. 3. Severability. If any provision of this Agreement is invalid or unenforceable under applicable law, that provision will be ineffective only to the extent of such invalidity, without affecting the remaining parts of the provision or the remaining provisions of this Agreement.  The Parties agree to negotiate any such invalid or unenforceable provision to the extent necessary to render such part valid and enforceable.

14. 4. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party (including your End Users or an Affiliate) unless it expressly states that it does.

14. 5. Force Majeure. Neither Party will be liable for any delay or failure to perform (other than for the payment of amounts due) to the extent caused by conditions beyond the reasonable control of the performing Party. The Party experiencing the force majeure event shall use reasonable efforts under the circumstances to avoid, limit and remove such causes of nonperformance and shall reasonably proceed to perform whenever such causes are removed or cease. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.

14. 6. No Waiver. The failure of either Party to give notice of default or to enforce or insist upon compliance with any term or condition of this Agreement does not constitute a waiver of the default of any term or condition of this Agreement.

14. 7. Change in Law. If any national or local law, rule, order, regulation or order by a government authority (or anything similar to the foregoing effects a change) which has a material adverse impact upon either Party under this Agreement, then the Parties will use reasonable efforts to revise this Agreement so that such Party is no longer impacted in a material adverse fashion and preserves, to the maximum extent possible, the respective positions of the Parties.  If the Parties are unable to agree upon revisions to this Agreement in accordance with the above, then the Party impacted in a material adverse manner shall have the right, at its sole discretion, to cease performance of the obligation(s) that is materially and adversely affected upon prior written notice.

14. 8. Subcontracting. Sinch may subcontract all or part of the Services to third parties. Sinch is responsible for breaches of this Agreement caused by its subcontractors. Nothing shall prevent Sinch from delegating the performance of any or all of its obligations under this Agreement to any Affiliate.

14. 9. Anti-Corruption and Bribery. The Parties will comply with applicable national and international laws and regulations on ethical and responsible standards of conduct that apply to it for its obligations under this agreement, including bribery, corruption, and prohibited business practices (such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act). Customer is responsible for and will ensure that its employees and subcontractors do the same.

14. 10. Export and Import Controls. Customer acknowledges that Sinch products or Services may be subject to export and import control laws and may require licenses. Customer represents that it is not on any sanction lists and will use the products only for civil and peaceful purposes and not for weapons development. If Customer is subsequently placed on any sanctions list, it will immediately notify Sinch and cease using all products and Services. Sinch will be excused from any obligations under this Agreement that Sinch believes would require it to engage in prohibited activities under export control or sanctions laws.

14. 11. Survival. The Parties agree that those provisions of this Agreement that should survive its termination or expiration in order to effectuate the intentions of the Parties do extend beyond its expiration or termination.

14. 12. Modifications.
    
    14.12.1. The Services may be modified by Sinch. Sinch will inform Customer of modifications by email, the support portal, release notes, Documentation or via the Services. Modifications may include optional new features for the Services, which Customer may use subject to the then-current Supplemental Terms and Documentation.
    
    14.12.2. If a modification by Sinch causes a materially adverse impact on Customer’s use of the Services and is not reasonably acceptable to Customer for legitimate business reasons, Customer may terminate its receipt of the affected Services by providing written notice to Sinch within 30 days of such modification.
    
    14.12.3. Except as set forth in Section 14.13.1, no changes or modifications to these terms and conditions will be effective unless in writing signed by the Party against which enforcement is sought.

14. 13. Notices. All notices exercising a legal right required under this Agreement will be given in writing and either (i) hand delivered, (ii) sent by email, or (iii) delivered by a recognized international courier, postage paid, in all cases to the addresses listed in Schedule 1 to the Master Services Agreement or an Order Form, as applicable. Notices will be deemed received on the date of delivery or when delivery is refused; provided, however, that if notice is sent by email and received after 5:00 p.m. in the time zone of the recipient or on a non-business day, the notice will be deemed received on the next business day. A Party may change its notice address using the notice procedures described in this Section. Notices related to rate changes and other operational matters will be sent by email or other means as set forth elsewhere in this Agreement.

14. 14. Choice of Law; Venue. This Agreement will be governed by and interpreted according to the laws of the applicable state or country identified below without regard to conflicts of laws and principles that would cause the application of the laws of another jurisdiction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Venue for any and all lawsuits, actions or other proceedings arising out of or relating to this Agreement or the Services will be exclusively in the courts of competent jurisdiction located in the “Venue” location identified below corresponding to Customer’s domicile and the Parties hereby irrevocably consent to the personal jurisdiction of such courts and waive any and all defenses and objections to the convenience of such courts in such Venue.

Customer’s domicile:	Governing law:	Venue:
Argentina	Republic of Argentina	Buenos Aires, Argentina
Australia	Victoria	Victoria
Belgium	Belgium	Brussels, Belgium
Brazil	Federative Republic of Brazil	Central District in São Paulo, State of São Paulo
Canada	Provincial laws of Quebec and the federal laws of Canada (as applicable)	Montreal, Quebec
Chile	Republic of Chile	Santiago, Chile
Colombia	Republic of Colombia	Bogota, Colombia
Ecuador	Republic of Ecuador	Quito, Ecuador
Finland	Finland	Helsinki, Finland
Germany	Germany	Berlin, Germany
India	India	New Delhi, India
Mexico	Mexican laws applicable in Mexico City	Mexico City
Peru	Republic of Peru	Lima, Peru
Singapore	Singapore	Singapore  A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Agreement.
Sweden	Sweden	Stockholm, Sweden
United Kingdom	England and Wales	London, England
Uruguay	Uruguay	Montevideo, Uruguay
United States of America	New York	Cook County, Illinois
Country Not Listed Above	Laws in the country of incorporation of the Sinch entity that is a Party to this Agreement	Courts in the country of incorporation of the Sinch entity that is a Party to this Agreement

14. 15. Master Services Agreement; Construction. The GTCs available on Sinch’s website or available via the Sinch Dashboard will govern the Services provided to Customer, unless Customer and Sinch have executed a Master Services Agreement, in which case the GTCs that form a part of the Master Services Agreement will instead apply. If a conflict or inconsistency exists between any term or condition in different documents, the conflict or inconsistency will be resolved using the following order of priority: first the Order Form(s); then the Data Processing Agreement; the Supplements; the AUPs; the GTCs; and finally, any other term or condition in the Master Services Agreement. The English version of this Agreement will prevail in the event of any inconsistency with any translated version(s), which, if provided, are for reference purposes only and shall not be used in the interpretation of this Agreement.

14. 16. Complete Agreement; Signatures. This Agreement is the complete agreement of the Parties and supersedes any prior agreements or representations, whether oral or written, with respect to the subject matter of this Agreement. Any terms and conditions in a customer-issued purchase order will have no effect. Electronic signatures that comply with applicable law are deemed original ink signatures for all purposes hereunder.

15. DEFINITIONS

15. 1. “AUP” means any Acceptable Use Policy that applies to the Services provided by Sinch to Customer.  An AUP will typically be posted to Sinch’s website at a URL identified in a Supplement.

15. 2. “Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

15. 3. “Agreement” means the Order Form(s), a Data Processing Agreement, the Supplements, the AUPs, the GTCs, any other term or condition in the Master Services Agreement (if applicable) or other contractual document agreed to by the parties that cover a Service, including any documents referenced in any of the foregoing, whether available at a URL or otherwise.

15. 4. “Confidential Information” means information concerning the Disclosing Party (or its licensors or suppliers’) business methods, customers or finances, or any other information which is disclosed by the Disclosing Party to the Recipient in connection with this Agreement, whether or not such information is in writing, oral, or visually observed and whether or not such information is designated as confidential.  Customer Content is not Confidential Information.

15. 5. “Customer” means the Party that purchases services under an Order Form, as identified in either an Order Form or a Master Services Agreement.

15. 6. “Customer Content” means any content, messages, data and/or information that Customer delivers or uploads to the Sinch Network or to a Services or provides via a Services. Customer Content and its derivatives will not include Sinch’s Confidential Information nor any usage data that arises or Sinch generates in the supply of the Services.

15. 7. “Customer Equipment” means all Customer facilities, systems, equipment, proxy servers, software, networks, network configurations and the like.

15. 8. “Dashboard” means any sinch portal, including but not limited to the Sinch Dashboard located at the following URL: https://dashboard.sinch.com.

15. 9. “Data Controller” has the meaning given to it in the Data Protection Laws.

15. 10. “Data Processor” has the meaning given to it in the Data Protection Laws.

15. 11. “Data Processing Agreement” or “DPA” is the Data Processing Agreement applicable on the Services, and of which the most recent version can be found at https://www.sinch.com/data-protection-agreement/.

15. 12. “Data Protection Laws” means the relevant laws and other regulations applicable to the collection, use, storage, disclosure or otherwise processing personal data (such as but not limited to and as far as applicable the General Data Protection Regulation or the “GDPR”), the California Privacy Rights Act (the “CPRA”) and California Consumer Privacy Act (the “CCPA”) and as further defined within the DPA.

15. 13. “Disclosing Party” means the Party disclosing or making Confidential Information available to the Recipient.

15. 14. “Documentation” means Sinch’s current technical and functional documentation as well as any service descriptions and roles and responsibilities descriptions, if applicable, for the Services.

15. 15. “Effective Date” means the date on which the Parties agree to the terms of this Agreement, which will occur on the date that (i) Sinch and Customer enter into a Master Services Agreement or (ii) Customer executes an Order Form, including by purchasing Services or entering into an Order Form via the Dashboard.

15. 16.“GTCs” means these General Terms and Conditions.

15. 17. “Order Form” means a service schedule, service order or order form in a written, electronic or other format mutually agreed to by the Parties (including an electronic form and/or order submitted through an online ordering platform) that specifies fees and other commercial terms for Services.

15. 18. “Party” or “Parties” means individually, each of Customer and Sinch, and collectively, Customer and Sinch.

15. 19. “Personal Data” means information about an individual that is defined as “personal data” or “personal information” as defined within the DPA and, if necessary, further defined within in the applicable Data Protection Law, such as but not limited to the GDPR.

15. 20. “Recipient” means the Party receiving Confidential Information.

15. 21. “Service User” means any user of the Services, whether or not the Customer has a contractual relationship with such user, including (without limitation) any of Customer’s customers (or any other third parties to whom the Services are subsequently resold or made available) or any of Customer’s Affiliates, suppliers, employees, contractors, agents.

15. 22. “Services” means the communication, information, software (including the Tools and Applications) and/or data services provided by Sinch as further set forth in an Order Form.

15. 23. “Sinch” means the entity providing the Services, as identified in either an Order Form or a Master Services Agreement.

15. 24. “Sinch Network” means the digital networks (wireless or otherwise), server(s), hardware, software and/or any other equipment that Sinch owns, operates or leases, in its sole discretion, in connection with the supply of the Services and including any extranet access provided by Sinch in connection with the supply of the Services.

15. 25. “Supplemental Terms” or “Supplement(s)” means the Supplemental Terms and Conditions that apply to the Services and that are attached hereto or subsequently added to this Agreement or an Order Form by the Parties.

15. 26. “Tools and Applications” means a service ordering/management system and/or any other tools and applications or computer software made accessible by Sinch to Customer in connection with the Service(s), including without limitation, the Dashboard.