Legal
India – Version 02 – 22 July 2024
These supplemental terms and conditions (“Supplement”) are part of an agreement for certain Sinch India services (“Agreement”) between Sinch India and Customer and apply only to the Sinch India services referencing or subject to this Supplement, including Docxcomm™ services (“Service”) as set forth in the applicable Order Form and not any other Sinch India product or service. The Services will be subject to the Agreement except as otherwise and to the extent set forth herein. The Service being provided by Sinch India includes PDF generation and Flipbook generation, the Customer may choose to utilize either PDF generation or Flipbook generation or both. This Supplement shall apply to the provision and use of both, PDF and Flipbook.
Capitalized terms are defined in the Glossary below. Capitalized terms not defined in this Supplement shall have the meanings ascribed to them in the General Terms and Conditions for Sinch India Services (“GTC”).
Part A – Legal Terms
A1. Services
A1.1. Service Provider Conditions and laws and regulations. In addition to Customer’s obligations set forth in Section 4.1 of the GTC, Customer shall comply with all Service Provider Conditions including any applicable legal and regulatory requirements relating to the Customer Data or its use of the Service. If a Service Provider changes the Service Provider Conditions and/or the technical standards for the delivery of Service, Sinch India may modify the terms and conditions governing such Service upon prior written notice to Customer.
A1.2. Supply of Services. Customer shall bear sole responsibility for the acts, omissions, or breaches of its Representatives with respect to the use of the Service, including but not limited to the Customer Data. Customer shall promptly inform Sinch India if it becomes aware of any violation of the terms of this paragraph.
A1.3. Restrictions. Customer shall not use the Service or permit the Service to be used:
A1.4 Intellectual Property.
A1.5 Open-Source Software. Sinch India may use certain open-source software within its systems (for example Linux, OpenStack, and software licensed under the Apache, GPL, MIT or other open-source licenses, collectively “Open-Source Software”) and makes no representation or warranty whatsoever regarding any such software or with regard to any third party products or services which may be recommended for Customer’s consideration or provided to Customer in connection with the Services. In the event Sinch India provides any Open-Source Software to Customer as part of the Services, then such Open-Source Software is subject to the terms of the applicable Open-Source Software license. To the extent there is a conflict with this Supplement, the terms of the applicable Open-Source Software license shall prevail.
A2. Compliance
A2.1. Security and Privacy. Sinch India shall provide the Services in accordance with the security and privacy practices set forth at click here and any additional security specifications identified in the Order Form or this Supplement. Customer must use reasonable security precautions in connection with Customer’s use of the Services, including appropriately securing and encrypting Personal Data stored on or transmitted using the Customer Configuration. Customer Data is, and at all times shall remain, Customer’s exclusive property. Sinch India will not use or disclose Customer Data except as materially required to perform the Services or as required by law. Customer agrees not to provide Sinch India with any sensitive personal data or protected health information or other information that can be deemed sensitive personal data or protected health information without obtaining Sinch India’s prior written consent and entering into a separate agreement with Sinch India governing the transmission of such information in connection with Customer’s use and benefit of the Services.
A2.2 Content Privacy. Customer acknowledges and understands that the Services may include the transmission of unencrypted email in plain text over the public internet. Customer is responsible for encrypting any Personal Data Customer uses in conjunction with the Services. Email sent using the Services may be unsecured, may be intercepted by other users of the public internet, and may be stored and disclosed by third parties (such as a recipient’s email service provider). Although Services include support for transport layer security, content may be transmitted even if the recipient does not also support transport layer security, resulting in an unencrypted transmission.
A2.3. Indemnity. If Sinch India or any of its Representatives (the “Indemnitees”) is faced with any claim (including, but not limited to, any fines, penalties) or other liabilities brought against Sinch India or any of its Representatives by any third party relating to Customer Data, Customer’s use of the Service or otherwise arising out of Customer’s actual or alleged: willful misconduct, breach of applicable laws, failure to meet the security obligations required by the Agreement, breach of Customer’s agreement with Customer’s customers or end users, violation of the AUP, or Customer’s breach of Section A1.4 (Intellectual Property) hereof or Section 10 of the GTC, then Customer will promptly pay Sinch India for the cost of defending the claim (including reasonable legal fees and settlement expenses) and any damages award, fine or other penalty that is imposed on the Indemnitees as a result of the claim. Customer’s obligations under this Section include claims arising out of the acts or omissions of Customer’s employees or agents, any other person to whom Customer has given access to the Service or the Customer Configuration, and any person who gains access to the Customer Configuration as a result of Customer’s failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by Customer.
Sinch India will choose legal counsel to defend the claim, provided that the choice is reasonable and is communicated to Customer. Customer must comply with our reasonable requests for assistance and cooperation in the defense of the claim. Sinch India may not settle the claim without Customer’s consent, which may not be unreasonably withheld, delayed or conditioned. Customer must pay costs and expenses due under this Section as Sinch India incurs them.
A2.5. Disclaimer. Customer agrees that, with respect to its supply of the Service, neither Sinch India nor any Sinch India supplier shall be liable whether in contract, tort, or strict liability to Customer or to any its customers or end user for (i) any emails deleted or not delivered regardless of the reason for deletion or non-delivery, including, without limitation, email processing errors, transmission errors, or messaging network and/or service failures; or (ii) the accuracy of information provided through the Service.
Sinch India makes no commitment to provide any services other than the Services stated in the Order Form. Sinch India or its Service Provider is not responsible to Customer or any third party for unauthorized access to your Customer Data or for unauthorized use of the Services that is not solely caused by Sinch India or its Representative’s failure to meet its security obligations in Section A2.1 above. Sinch India and its Representatives disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law including implied warranties such as merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. Sinch India and its Representatives expressly reserves the right, at any time during the term of the Agreement, to adapt, arrange and/or modify any of the components granting access and use rights to the Service and the associated documentation, provided that the maintenance and support commitments are complied with for these operations. Similarly, Sinch India may, at any time, discontinue providing a platform deemed undesirable and/or obsolete and migrate services to a new infrastructure; in which case, Sinch India will endeavor to inform Customer as early as possible.
Part B – Business Terms
B1. Customer Responsibilities
B1.1. Access and Connectivity
B1.2. Customer Control. Customer will have control over the following aspects of the generated PDF and/or Flipbook –
B2. Commercial Terms
B2.1. Price Changes. Sinch India may revise the pricing terms that apply to Customer’s use of the Services at any time by providing Customer with notice pursuant to the GTC. With respect to Customers that are party to a then-effective Order Form (i.e. custom contract Customers), Sinch India reserves the right to increase rates or charges for the Services, provided, however, that any such revised rates or charges assessed to Customer for Services under such Order Form will not become effective until the commencement of the next renewal term of such Order Form (and the Order Form will be deemed amended to reflect such increased rates or charges). If at any time a third-party license or service provider directly or indirectly increases the fee they charge Sinch India for Customer’s use of Third-Party Software or services, Sinch India may increase Customer’s fees by the same percentage amount on sixty (60) days’ advance written notice (for either self-service or custom contract Customers).
It is clarified that the cost of PDF generation does not include cost of sending the attachment. The channel cost would be charged separately.
B2.2. Delivery & Filtering. Sinch India will use commercially reasonable efforts to generate Customer’s PDF and/or Flipbook but cannot guarantee assurance of generation. Customer acknowledges that Sinch India does not control the transfer of Data via the internet and cannot be held responsible for delays or delivery problems arising from internet or other outside connection issues while generating and/or transferring of the PDF and/or Flipbook.
Glossary
1.1 “Docxcomm™” means Docxcomm™ Services which is a PDF and/or a Flipbook generation service.
1.2 “Customer Configuration” means any Customer configuration or information technology system needed to enable the Services or to which the Services relate.
1.3 “Customer Service” means a marketing, advertising, promotional or informational program or initiative, or other project, conducted by Customer utilizing the Service.
1.4 “Deliverables” means the tangible or intangible materials which are prepared for Customer’s use in the course of performing the Services and that are specifically identified in a Order Form as Deliverables and described therein.
1.5 “Intellectual Property” means patents, copyrights, trademarks, trade secrets, software and source code, specifications and ancillary documentation and any other proprietary intellectual property rights.
1.6 “Representatives” means a party’s respective service providers, officers, directors, employees, contractors, Affiliates, suppliers, agents.
1.7 “Service Provider” means any entity, including, but not limited to, mobile network operators, email providers and mobile messaging aggregators, that is used in relation to the supply of the Service and as identified in the applicable Order Form.
1.8 “Service Provider Conditions” means the rates, terms and conditions and “codes of conduct” or email content, PDF content, rule and restrictions imposed by the applicable Service Providers on the provision of the Service and conduct of Customer Services as a condition of permitting Sinch India to provide the Service and Customer to conduct Customer Services, including, without limitation, the conditions set forth in Section 1.1 hereof, whether such Service Provider Conditions are incorporated in the terms of this Supplement, the Agreement or provided by Sinch India to Customer in writing or by email from time to time.
1.9 “Third party Software” means any third-party software for Customer’s use as part of the Service or to assist Sinch India in our delivery of the Service.