Subject to the terms of these Text Messaging Terms and Conditions of Use (the “Texting Terms”) and the TNT Connects Website and Product Terms and Conditions of Use and all other TNT Connects policies incorporated therein, including the Prohibited Content and Commerce Statement and Privacy Notice (the “General Terms”, and together with the Texting Terms, the “Agreement”), TNT Connects LLC. ("TNT Connects," "we," "us," or the "Company") will make the SMS and/or MMS texting services (the “Service”) available to you and any business or organization you represent (“you” or the “Customer”).
The Texting Terms are intended to supplement the provisions of the General Terms specifically with respect to the Service and not to limit, supersede or override the General Terms, and should be interpreted accordingly. In the event of a conflict between the Texting Terms and the General Terms, the Texting Terms shall prevail with respect to issues specific to the Service. For the avoidance of doubt, if there are terms and conditions in the General Terms regarding subjects on which the Texting Terms are silent, such silence will not constitute a conflict and the terms and conditions in the General Terms will control in those situations. Any reference to TNT Connects' Product or Products in the General Terms includes the Service, and any reference to messages or campaigns in the General Terms includes Messages.
Capitalized terms not defined within this document are defined in the Glossary at the end of this document.
SUPPLY OF SERVICE AND RESTRICTIONS
2.1 Grant of Rights
TNT Connects grants to Customer a non-exclusive and non-transferable right to use the Service and Documentation as permitted under the Agreement solely for the Customer’s internal business operations.
2.2 Acceptable Use Policy
With respect to the Service, Customer shall not:
(a) except to the extent such rights cannot be validly waived by law, disassemble, decompile, reverse-engineer, copy, translate or make derivative works,
(b) market, rent, sell, lease or use for non-civilian purposes,
(c) transmit any content or data that is unlawful or infringes any intellectual property rights, or
(d) circumvent or endanger its operation or security.
Customer acknowledges that the Service is intended solely for holiday greetings, special event announcements, birthdays, sale anniversaries, and mobile to mobile peer to peer messaging purposes. For the purpose of this Section, “Messages” means Messages designed to stay in contact with contacts, answer questions and provide requested information.
TNT Connects or its vendors or subcontractors may, but are under no obligation to, monitor use of the Service (only to the extent allowed by applicable law):
(a) to comply with applicable law, regulation, or other governmental request or order including disclosing Customer Data in accordance with such law, regulation, request or order;
(b) to verify Customer’s compliance with the Agreement;
(c) to protect the integrity of its systems and networks and those of its suppliers;
(d) as necessary to provide and support the Service; or
(e) as otherwise approved or requested by Customer.
Customer shall promptly provide any information as TNT Connects or any Service Provider may request relating to Customer Data or Customer’s use of the Service:
(a) to determine Customer’s compliance with the Agreement, and
(b) in response to any request made by any regulatory or governmental, legal or statutory body.
TNT Connects may, in its sole discretion, require Customer to take primary responsibility for any request or inquiry made under this Section 2.5 or Section 3.1(d) below relating to any Customer Service, Message(s) or Customer Data or arising from Customer’s use of the Service or from an alleged or actual breach of this Agreement by Customer. Customer agrees, at its own cost, to accept full responsibility for any such request or inquiry including for any expenses, penalties, fines, sanctions or other analogous costs that may arise, and in relation to such request or enquiry, to provide all requested information to such regulator, Network Provider or Service Provider (with copies to TNT Connects) in a timely manner.
2.6 Operating Instructions
Customer shall comply, and use the Service in accordance, with the operating guidelines and policies as TNT Connects may provide to Customer from time to time or as otherwise set out in the Agreement.
2.7 Suspension of Service
TNT Connects or its vendors, including the Network Providers, may suspend use of the Service:
(a) as necessary to comply with applicable law or regulation;
(b) to perform maintenance (whether planned or emergency) or repair to the Network;
(c) if the use poses a threat to the integrity or continued operation of the Network or any part of it;
(d) if the use is in breach of the Agreement or otherwise exposes TNT Connects, its vendors (including the Network Providers) to legal liability;
(e) in TNT Connects' sole discretion, if not doing so would cause material harm to the Services, TNT Connects' provision thereof, the Network, or the Network Providers; or
(f) if TNT Connects is unable to provide the Service due to a termination or alteration of TNT Connects' relationship with any third party (including the Network Providers) or the termination or suspension of any license or authorization necessary to provide the Service.
TNT Connects will promptly notify (email permitted) Customer of the suspension. TNT Connects may resume the Service once the cause of the suspension has been remedied, provided that if a suspension is due to Customer’s actions or inactions, TNT Connects will not resume the Service until Customer has remedied the cause of the suspension and Customer will pay any applicable reconnection charge or, if no charge is specified, Customer shall reimburse TNT Connects for all reasonable costs and expenses incurred by TNT Connects in resuming the Service and further provided that TNT Connects may terminate the Agreement if Customer does not remedy the cause of the suspension within fifteen (15) days. If the suspension is the result of a violation of these Texting Terms or the Agreement, TNT Connects may terminate the Service in accordance with Section 5.1.
2.8 Third Party Web Services
The Service may include integrations with web services made available by third parties (other than TNT Connects or its Affiliates) that are accessed through the Service and subject to terms and conditions with those third parties. These third party web services are not part of the Service and the Agreement does not apply to them.
2.9 Mobile Access to Service
Customer may access certain Services through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement.
The Service and the Agreement may be modified or amended by TNT Connects from time to time. Future performance by TNT Connects under the Agreement is sufficient consideration for any such modification or amendment. Any modification or amendment will only become effective upon notification to Customer (by email, by posting on our website, or by other reasonable means of notification) and, if Customer does not want to agree to such modification or amendment, Customer should stop using the Service and contact TNT Connects to cancel the Service.
TNT Connects or the Network Providers may use anonymous information relating to use of the Service to prepare analyses. Analyses do not contain Customer’s Confidential Information. Examples of analyses include: optimizing resources and support; research and development; verification of security and data integrity; and internal demand planning.
3. CUSTOMER RESPONSIBILITIES AND CUSTOMER DATA
3.1 Customer Obligations
(a) comply with all laws and regulations applicable to it in connection with the Customer Data and Customer’s use of the Service, including but not limited to the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), state telemarketing laws and regulations, the Federal Trade Commission Act and state law equivalents, export control laws and regulations, economic, trade and financial sanctions laws, regulations, embargoes, restricted state lists or restrictive measures administered.
(b) In furtherance and not in limitation of clause (a) above, comply with all Service Provider Conditions, applicable legal and regulatory requirements and conditions, and all applicable industry guidelines relating to the Customer Data, Customer Services, Messages or its use of the Service, including without limitation, time of day restrictions under the TCPA and various state laws (which restrict the times of day during which Messages can lawfully be sent) and applicable guidelines of the Cellular Telecommunications Industry Association (CTIA). If a Service Provider changes the Service Provider Conditions and/or the technical standards for the delivery of Service, TNT Connects may modify the terms and conditions governing such Service upon written notice to Customer (by email or by posting on the TNT Connects website).
(c) Customer shall retain documentation related to records of End User consent for at least four years from the date of transmission of the record to Company. Without limiting the foregoing, Customer shall provide to Company evidence of any specific consent requested by Company within three (3) business days of Company’s written request.
(d) 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 Data or its use of the Service and shall fully cooperate with any request by TNT Connects, a Network Provider or a Service Provider for assistance in conforming the Service to any new requirements or determinations.
3.2 End User opt-in/opt-out requirements
Customer shall use the Service to send Messages only to End Users who have provided, and continue to provide, the applicable level of consent required under the TCPA, the TSR, and all applicable regulations and state or local law, to send the type of Messages that Customer intends to send using the Service; and who have not withdrawn such consent. Without limiting the foregoing, Customer shall send Messages only to End Users who have, and continue to, knowingly consent or “opt-in” to receiving them and who have been informed of their rights to, and been given, a free, readily accessible process for canceling receipt or “opting-out” of receiving future Messages, such as via End User text responses of STOP, QUIT, CANCEL, OPT-OUT, and/or UNSUBSCRIBE. Customer shall immediately stop sending Messages to an End User who has “opted-out” from receiving such Messages. At TNT Connects' request, Customer shall provide TNT Connects with proof of any and all such opt-in(s) and opt-out(s), and response time to discontinue transmission of Messages after opt-out, to TNT Connects' reasonable satisfaction. Customer expressly agrees that it is solely responsible for obtaining any and all consents necessary by law, rule, or regulation to send Message to End Users. Further, Customer expressly agrees that it shall not rely on, and Company shall not be liable for, any guidance, statements, or approvals provided by Company concerning consent, opt-outs, or other requirements under applicable law, rules, or regulations.
3.3 Supply of Customer Services
Customer shall inform End Users that it is the source and supplier of the Messages and provide appropriate contact details to End Users. Customer shall bear sole responsibility for the acts, omissions or breaches of End Users with respect to the use of the Service, Customer Services and the Messages, including but not limited to the Customer Data. Customer shall promptly inform TNT Connects if it becomes aware of any violation of the terms of this paragraph.
3.4. Restrictions. Customer shall not use the Service or permit the Service to be used:
(a) in a manner that violates any applicable law, regulation, industry guidelines, or code of practice, or that violates, infringes or misappropriates the rights of any third party, including without limitation by sending Messages containing Prohibited Message Content, or by sending Messages to End Users without their prior express written consent;
(b) to transmit any Message or any electronic material (including viruses or other similar destructive computer programming routines) which causes, or is likely to cause, detriment or harm or damage to the Network or any computer systems or telecommunications equipment or mobile handsets owned by TNT Connects, the Network Provider or any other person, or to facilitate the transmission or use of any code that would allow any third party to interfere with or access any Customer Data;
(c) to send spam, “junk mail” or unsolicited advertising or promotional Messages or material, or to send or knowingly receive or use any Message or material which is obscene, offensive, abusive, harassing, misleading, fraudulent, violent, unethical, indecent, defamatory, discriminatory, threatening, libelous, unlawful or menacing or promotes alcohol abuse or illegal drug use; or
(d) to send any Messages that contain medical and/or life-threatening emergency information if the such Message is the sole transmission channel to the End User with respect to such emergency.
3.5 Customer Data
Customer is solely responsible for all Customer Data. Customer (i) grants to TNT Connects (including its Affiliates and subcontractors, including the Network Providers) a nonexclusive, worldwide right to process Customer Data to provide and support the Services and (ii) acknowledges that neither TNT Connects, the Network Providers, nor their respective Affiliates or suppliers exercise any control over Customer Data, and act as a mere or passive conduit in transmitting and handling Customer Data.
3.6 Personal Data
Customer will collect and maintain all Personal Data necessary to utilize the Service, and all required consents associated with such Personal Data, in compliance with applicable Data Protection Laws.
3.7. Access and Connectivity
(a) Network connection.
Customer is solely responsible, at its own expense, for establishing and maintaining its equipment, software, facilities, and its connection to the Network.
(b) Access Numbers.
Customer acknowledges that the Access Numbers used to deliver Customer Services remain at all times the property of and are subject to the applicable terms and conditions imposed by the entity authorized to administer such Access Numbers. Access Numbers to be used to deliver Service for a Customer Service may at TNT Connects' sole discretion be obtained by TNT Connects for Customer, if requested by Customer and subject to availability. The Customer may not use the Access Numbers except for in relation to the provisioning of the Service by TNT Connects or the Network Providers.
The Customer shall reasonably co-operate with TNT Connects in its supply and support of the Service, including any diagnostic or other maintenance or upgrade activities.
Customer will maintain reasonable security standards to protect the Network from unauthorized access, including, but not limited to, protecting Customer’s passwords from being disclosed to or accessed by third parties. Customer shall immediately inform TNT Connects if the Customer becomes aware of any possible or actual unauthorized use, misuse or access of the Service.
3.10 Disaster Recovery
Customer is solely responsible for all disaster recovery, business continuity and back up arrangements in respect of its own equipment and all of its Customer Data.
3.11. Test Account
At its discretion, TNT Connects may make an account available to the Customer for the purposes of testing of certain Services. The terms of the Agreement shall govern the Customer’s use and access to such test account and test Services. The Customer shall ensure that the test account and test Services are used only for the purpose of testing, and not for any productive, commercial or other purpose. The Customer shall comply with any relevant instructions or protocols TNT Connects notifies the Customer of in relation to the test account and test Services. The Customer agrees that TNT Connects can withdraw such test account and test Services at any time (with or without notice to the Customer).
4. FEES AND TAXES
4.1 Fees and Payment
Customer will be subject to fees in accordance with the applicable fee schedule (the “Pricing Structure”). Applicable fees will be billed monthly for the Service. The Pricing Structure is subject to change at any time in TNT Connects' sole discretion, and if Customer does not agree to any such changes, Customer should contact TNT Connects to cancel its account. TNT Connects will use good faith efforts to notify Customer prior to the effectiveness of any significant change to the Pricing Structure, but Customer is responsible for reviewing the Pricing Structure from time to time and remaining aware of the fees charged by TNT Connects and any applicable discounts.
Payment will be made in advance by a payment method accepted by TNT Connects. Fees are only payable in the currencies made available to Customer when Customer purchases the Service. If Customer previously provided a credit card or other payment method for payment, Customer hereby authorizes TNT Connects to charge by that payment method for such amounts on a regular monthly basis beginning at the end of any applicable free trial period and continuing until such time as Customer terminates the Service or Customer’s TNT Connects account is terminated. If TNT Connects is for any reason unable to effect automatic payment, TNT Connects will attempt to notify Customer by email or text and Customer’s account may be disabled until payment is received.
TNT Connects collects and remits tax from customers located in certain state, local and foreign jurisdictions where software delivered as a service is taxable and where we have either physical, economic, affiliate or click-through nexus or permanent establishment. TNT Connects determines Customer’s local taxing jurisdiction based on the billing address listed in the "Account" section of Customer’s TNT Connects account. Fees set forth in the Pricing Structure do not take into account any taxes.
Customer agrees to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on the Agreement, use or possession of the Service.
TNT Connects may, without notice to the Customer, set-off any sums owed by the Customer under this Agreement and/or any other agreement with TNT Connects against any sums owed by TNT Connects to Customer regardless of the place of payment or currency of such obligations.
Customer may terminate the Service at any time by calling TNT Connects Customer Support. There are no refunds for any fees incurred prior to termination. Customer is solely responsible for terminating the Service. TNT Connects is not responsible for Customer’s failure to properly terminate the Service or for any credit card or other charges or fees Customer incurs as a result of its failure to properly terminate the Service.
TNT Connects may terminate the Service as set forth in the General Terms or at any time:
(a) if Customer violates any provision of these Texting Terms or the Agreement, as determined by TNT Connects in its sole discretion;
(b) upon any termination of a Network Provider, network operator, third-party subcontractor, supplier, or interconnected carrier relationship with TNT Connects or its Affiliates or the discontinuance of support for equipment or a component of service necessary for TNT Connects or the Network Provider to provide the Service;
(c) upon any legal, regulatory or governmental prohibition or limitation affecting the Service
(d) upon the termination or expiry of any license necessary to provide the Service; or
(e) if you file for bankruptcy, become insolvent, or make an assignment for the benefit of creditors, or otherwise materially breach Sections 10 or 12.4.
5.2 Effect of Termination
Upon the effective date of termination of the Service:
(a) Customer’s right to use the Service and all Service Confidential Information will end;
(b) TNT Connects will cease providing the Service;
(c) Customer will return or destroy Service Confidential Information, as specified by TNT Connects; and
(d) Customer shall promptly pay to TNT Connects all outstanding amounts due under the Agreement.
Unless otherwise agreed by the parties, termination of the Service does not affect other agreements between the parties.
If Customer violates any provision of these Texting Terms or the Agreement, in TNT Connects' sole discretion, TNT Connects reserves the right to terminate Customer’s access to or use of this website or any other products and services offered by TNT Connects and disable Customer’s TNT Connects account or access to this website or any other products and services offered by TNT Connects, in each case, with or without notice and without refund.
Upon termination or expiration of the Agreement, any rights or licenses granted to Customer hereunder shall immediately terminate except that all sections of the Agreement that by their nature should survive termination or expiration will survive termination or expiration, including Sections 1, 2.4, 2.5, 2.11, 3.2, 3.3, 3.7(b), 3.9, 3.10, 4, 5, 6.2, 7, 8, 9, 10, 11, and 12.
6.1 Compliance with Law
Customer warrants its current and continuing compliance with all laws and regulations applicable to it in connection with the Customer Data and the Customer’s use of the Services.
Except as expressly provided in the Agreement, neither TNT Connects, the Network Provider nor their respective subcontractors make any representation or warranties. TNT Connects, the Network Providers and their respective subcontractors disclaim all representations, warranties, terms, conditions or statements, which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, all of which are excluded to the fullest extent permitted by law including the implied conditions, warranties or other terms as to merchantability, suitability, originality, or fitness for a particular use or purpose. In addition, except as expressly provided in this Agreement, neither TNT Connects, the Network Providers nor their respective subcontractors make any representations, warranties, terms, conditions or statements of non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments, advertising or product roadmaps of TNT Connects in entering into the Agreement. Customer acknowledges that (i) the Service has not been specifically designed to meet its and/or any of its End Users’ or other customers’ individual requirements; and (ii) the Service will not be error-free, uninterrupted, or free from unauthorized access (including third party hackers or denial of service attacks). Except as expressly stated in this Agreement, the Service is provided on an ‘as is’ and ‘as available’ basis.
Customer agrees that, with respect to its supply of the Service, neither TNT Connects, any Network Provider nor any of their respective suppliers shall be liable whether in contract, tort, or strict liability to Customer or to any End User or any other customer of Customer for (i) any Messages deleted or not delivered regardless of the reason for deletion or non-delivery, including, without limitation, message processing errors, transmission errors, or messaging network and/or service failures; or (ii) the accuracy of information provided through the Service.
7. THIRD PARTY CLAIMS
Customer will indemnify and, at TNT Connects' election, defend TNT Connects, the Network Providers, and their respective Affiliates and subcontractors (the “Indemnified Parties”) from and against:
(a) any and all claims (including, but not limited to, any claims, demands, damages, costs, expenses, fines, penalties, or losses, or amounts paid in settlements or judgments, including without limitation, costs, reasonable attorneys’ fees, witnesses’ fees, investigation expenses, and all other direct expenses and costs incident thereto) or other liabilities brought against the Indemnified Parties by any third party (including, but not limited to, any other TNT Connects or Network Provider customer, Service Provider, End User, or governmental or regulatory authority) arising out of or relating to Customer Data, Customer Services, Messages or Customer’s use of the Service (including, but not limited to, any such claim which relates to infringement or misappropriation of any intellectual property rights of any third party or any breach or violation of laws or regulations); any breach or alleged breach of this Agreement including any of its responsibilities, representations, or warranties; and
(b) all damages finally awarded against the Indemnified Parties with respect to these claims.
8. LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF TNT CONNECTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL TNT CONNECTS OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "TNT CONNECTS") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF TNT CONNECTS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF TNT CONNECTS TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCT IN THE 12 MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY TNT CONNECTS TO YOU IN THAT 12 MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
In addition to and not in limitation of the foregoing, and notwithstanding any provision to the contrary in the Agreement, TNT Connects shall not be liable for any failure to perform or any delay in performing an obligation under the Agreement if such failure or delay arises as a result of or in connection with the occurrence of an Excluded Event.
You agree that TNT Connects has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.
9. INTELLECTUAL PROPERTY RIGHTS
TNT Connects or the Network Providers and their respective subcontractors, Affiliates or licensors own all intellectual property rights in and related to the Service, Documentation, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to the foregoing parties. Customer retains all rights in and related to the Customer Data as between Customer and TNT Connects.
9.2 Non-Assertion of Rights.
Customer covenants, on behalf of itself and its successors and assigns, not to assert against TNT Connects, the Network Providers, or their respective Affiliates or licensors, any rights, or any claims of any rights, in any Service or Documentation.
10.1 Service Confidential Information
Customer will protect all Service Confidential Information as strictly confidential to the same extent it protects its own confidential information, and not less than a reasonable standard of care. Except as required by regulatory process, legal proceedings and/or applicable law, Customer will not disclose any Service Confidential Information to any person other than its personnel or representatives or those of its Affiliates whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in this Section 10. Customer will not disclose the pricing of the Services to any third party, except as required by regulatory process, legal proceedings and/or applicable law. In the event of regulatory process or legal proceedings relating to the Service Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Service Confidential Information.
If Customer concludes in good faith on advice of counsel that disclosure is required by regulatory process, legal proceedings and/or applicable law, Customer shall provide, if legally permitted, thirty (30) days advance written notice thereof (or notice as soon as reasonably possible upon reaching such conclusion if 30 days is not possible) to TNT Connects. Such notice shall include the reason for the conclusion and the compulsory basis therefor, so that TNT Connects may intervene and assert any objections. Customer shall also in any event seek confidentiality protection for any such disclosures and shall only disclose the Service Confidential Information that legal counsel advises is required. Service Confidential Information disclosed prior to execution of the Agreement will be subject to this Section 10.
The restrictions on use or disclosure of Service Confidential Information will not apply to any Service Confidential Information that:
(a) is independently developed by the receiving party without reference to the Service Confidential Information;
(b) is generally available to the public without breach of the Agreement by Customer;
(c) at the time of disclosure, was known to Customer free of confidentiality restrictions; or
(d) TNT Connects agrees in writing is free of confidentiality restrictions.
11. DATA PROTECTION
Customer hereby grants to TNT Connects a revocable, non-exclusive, royalty-free, worldwide license, with the right to sublicense, to use, reproduce, publish, distribute, perform and display Customer’s contacts and content only as required by TNT Connects to offer and operate the Service and related services and, where applicable as permitted by TNT Connects' California-Specific Terms and as described in our Privacy Notice.
If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.
12.2 No Waiver
A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
12.3 Regulatory Matters
Service Confidential Information may be subject to export control laws of various countries. Customer will not submit Service Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export Service Confidential Information to countries, persons or entities if prohibited by export laws.
Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. TNT Connects may assign all rights to any other individual or entity in our sole discretion.
12.5 Entire Agreement
TNT Connects and Customer agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
“Access Number” means a set of digits used to enable Customer to send and/or receive Messages or calls as part of a Customer Service. Access Numbers shall include ‘short-codes’ and ‘long-codes’ as applicable.
“Affiliate” means any legal entity in which Customer or TNT Connects, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.
“Customer Data” means any content, messages, data and/or information that Customer delivers or uploads to the Network or to a Service or provides via a Service. Customer Data and its derivatives will not include Service Confidential Information nor any usage data that arises or TNT Connects generates in the supply of the Service.
“Customer Service” means a marketing, advertising, promotional or informational program or initiative, or other project, conducted by Customer utilizing the Service.
“Data Controller” has the meaning given to it in the GDPR.
“Data Processor” has the meaning given to it in the GDPR.
"Data Protection Legislation” 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”) and as is further defined within the Data Protection Agreement.
“Documentation” means the then-current technical and functional documentation pertaining to the Service, as well as any service descriptions and roles and responsibilities descriptions, if applicable, for the Service, in each case which is made available to Customer with the Service.
“End User” means a person or entity that is a user and/or recipient of a Customer Service.
“Excluded Event(s)” means any of the following: (i) a fault in, or any other problem associated with, systems not operated or managed by TNT Connects; (iii) any breach of the Agreement by the Customer or a third-party within the Customer’s direct control or any third party supplier to the Customer;(iv) any act by the Customer which interferes with or impedes the supply and support of the Service; (v) any suspension of the Service in accordance with the terms of the Agreement; or (vi) any other circumstances caused by events for which TNT Connects is not liable in accordance with the terms of the Agreement.
“General Data Protection Regulation” or “GDPR” the General Data Protection Regulation (EU) 2016/679 of the European Parliament and the Council, as amended, supplemented and/or varied from time to time.
“Message” means a digital message containing Customer Data in a form for delivery via Short Message Service (SMS), Multi-Media Messaging Service (MMS) technology, Internet Protocol (IP) or other technology, protocols or standards used to transmit mobile digital content or information.
“Network” means the digital networks (wireless or otherwise), server(s), hardware, software and/or any other equipment that TNT Connects uses, in its sole discretion, in connection with the supply of the Service and whether owned by CTNT Connects or any outsourced service provider, vendor or subcontractor, and including any extranet access provided by TNT Connects or its vendors or subcontractors in connection with the supply of the Service.
“Network Provider” means any third party vendor, supplier, service providers or subcontractors that provide any part of the Network.
“Personal Data” information about an individual that is defined as “personal data” or “personal information” as defined within the Data Protection Agreement and, if necessary, further defined within in the applicable Data Protection Legislation, such as but not limited to the GDPR
“Policies” means the operational guidelines and policies applied by TNT Connects, its vendors or the Network Providers in order to provide and support the Service, as made available to Customer.
“Prohibited Message Content” means the following:
- Illegal substances (which means anything federal illegal, illegal on a state level, or illegal in the jurisdiction where the message recipient is located, including CBD, vaping, marijuana/cannabis, prescription medication that cannot legally be sold over-the-counter, and THC)
- Sex, hate, alcohol, firearms, and tobacco (SHAFT)
- High-risk financial services (including payday loans, short-term high-interest loans, student loans, third-party auto or mortgage loans, debt collection and forgiveness)
- Debt collection and forgiveness (including credit repair programs, debt collection from a third party, debt consolidation, debt reduction)
- Gambling (including casino apps and gambling websites)
- Multi-level marketing (Multi-level marketing, network marketing and pyramid schemes; risk investment programs; work-from-home schemes; “Get rich quick," "build your wealth," and "financial independence" offerings)
“Service Confidential Information" means (i) the Documentation and any analyses under Section 2.12; (ii) information regarding the research and development, product offerings, pricing and availability of TNT Connects or its vendors, suppliers or subcontractors; and (iii) any information which TNT Connects protects against unrestricted disclosure to others that (A) TNT Connects or its representatives designate as confidential at the time of disclosure, or (B) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
“Service Provider” means any entity, including, but not limited to, mobile network operators and mobile messaging aggregators, that is used in relation to the supply of the Service.
“Service Provider Conditions” means the rates, terms and conditions and “codes of conduct” or message 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 the Network Provider and TNT Connects to provide the Service and Customer to conduct Customer Services, whether such Service Provider Conditions are incorporated in the terms of this Agreement or provided by TNT Connects to Customer in writing or by email from time to time.