Online Subscription Agreement
Effective: January 2021
This Online Subscription Agreement (the "Agreement") and the terms within ("Terms") describe your rights and responsibilities when using Cedita's consumer products, websites, and services listed at the end of these Terms (the "Services"). Please read them carefully. You accept these Terms whenever you use the Services, creating and using a Cedita Account, or by continuing to use the Services after being notified of a change to these Terms. These Terms may also apply to you when you are accessing a product offered by your organisation, and they may be supplemented with additional terms from your organisation directly.
This Agreement is a legally binding contract between you and us. As part of these terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these Terms. "We", "Cedita", "our", and "us" currently refers to the applicable Cedita contracting entity in the Contract.
Rules of the Services
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of 16. You represent that you are over the legal age, or your parent or legal guardian agrees to be bound by these Terms on your behalf. You may not access or use the Services for any purpose if the representation in the preceding statement is not true.
By agreeing to these terms, you agree that your usage of the Service will follow these rules:
- Don't take any actions that are, or can be interpreted as, illegal.
- Don't circumvent any restrictions on access to or availability of the Services.
- Don't engage in activity that is fraudulent, false, or misleading (for example asking for money under false pretences, impersonating someone else or using a false identity, or manipulating the services to represent you in a different way).
- Don't help others break any rules of the Services.
- In addition to the above, you must conform with our Acceptable Use Policy.
If you violate these Terms, we may stop providing Services to you or your Cedita Account may be closed. Communication to or from the Services may also be blocked in an effort to enforce these Terms, or we may refuse to publish Content for any reason. When investigating alleged violation of these Terms, Cedita reserves the right to view your Content and Data in order to resolve the issue. However, we are under no obligation to do so, nor can we monitor the entire Services and make no attempt to do so.
If you are aware of inappropriate behaviour, content, or another user that is in breach of these Terms, please contact Cedita Support.
Your Privacy within the Services
We offer a number of privacy controls within the privacy dashboard of your Cedita Account, where you can also manage your communication preferences.
Using the Services
- Cedita Account Usage of any of the Services will likely require a Cedita Account. Your Cedita Account allows you to sign in to products, websites, and services provided by Cedita and some select partners. You will always be responsible for the creation of your own Cedita Account, whether it is used for our business (Enterprise) or consumer (Lifestyle) services.
- Creating an Account Creating a Cedita Account is an online-only process. You agree to protect the credentials for your Cedita Account at all times and keep them confidential. You agree not to provide any false, inaccurate or misleading information when signing up for your Cedita Account. In order for your Cedita Account to function correctly, you must use a valid email, and confirm it's validity.
- Enterprise vs Lifestyle One Cedita Account can be used to access many Enterprise services in the context of an Organisation at any time, and you can have different levels of access to each Organisation on a single account. Each Organisation that you are linked to will create a separate profile within your Cedita Account, and that Organisation. Your Organisation may be able to manage certain parts of this profile, and may be subject to additional terms. Please review any additional terms your Organisation has provided you, as Cedita has no responsibility regarding these additional terms. When you use a Lifestyle service, you will only have a single, personal context and can not create variations of this.
- Account Security You are responsible for all activity that occurs under your Cedita Account, and must not let any third party have access to your Cedita Account at any time. If we reasonably suspect that your Cedita Account is at risk of being used by a third party fraudulently (for example, as a result of compromised credentials), Cedita may suspend your account until you can reclaim ownership. Based on the nature of the compromise, we may be required to restrict access to some or all of your Data, Content, or Services which you have accessed.
- Closing an Account You can cancel specific Services that are linked to your Cedita Account at any time and for any reason, through the "Apps" tab in your Cedita Account. If you would like to close your entire account, as well as cancelling all Services within the account, and scheduling deletion of your Data, Content and data contained within the Services, you can contact Cedita Support.
- Service Notifications From time to time, we may need to contact you about a Service you use, and we will do so via a Service Notification. If you gave us your email address or phone number in connection with your Cedita Account, we may send Service notifications to you via email or SMS (text message). These types of communications can not be disabled as they are mandatory service communications, and are used for things like verifying your identity and purchases. We may also send Service notifications through other channels, for example by in-product messaging.
- Additional Equipment / Data Plans To use our online Services, you will need an internet connection (whether fixed or a data/cellular plan). You may also need additional equipment like a headset, camera, or microphone. You are responsible for providing all connections, plans and equipment needed to use the Services and for paying the fees charged by the provider(s) of your connections, plans and equipment. Any such fees are in addition to any fees that you may pay to us for your usage of the Services and we will not reimburse you for any such fees.
- Cancelling your Services Your services may be cancelled at any time and without notice either by you or us, and in this case your right to access the Services will cease immediately, and your license to any software related to the Services ends. Free subscriptions may be terminated by you at any time without cause, and where we terminate a subscription we will endeavour to give you at least 7 days' notice. We will delete any Data or Content associated with the Service or will otherwise disassociate it from you or your Cedita Account (unless we are required by law to keep it, return it, or transfer it to you or a third party identified by you). As a result you may no longer be able to access any of the Services (or your Data or Content stored on those Services). We recommend a regular backup plan for any Data or Content that you also store with us. In the event of your Cedita Account being closed, and you not having an alternative account to access the Services, your Services may be cancelled immediately.
- Availability of the Services The Services, Third Party Apps or Services, or material or products offered through the Services, or any documentation or literature relating to the Services may be unavailable from time to time, may be offered for a time limited period, or may vary depending on your region or device. We strive to ensure that the Services are always up and running, however as with all online services we may suffer occasional disruptions and outages, and Cedita is not liable for any such disruption or loss that you may suffer as a result. In the event of an outage, you may not be able to retrieve your Data or Content that is stored in the Services. We recommend a regular backup plan for any Data or Content that you also store with us, or on the Third Party Apps or Services.
Obtaining Support for the Services
Customer Support for most of our Services is available at Cedita Support. Certain services may offer separate or additional customer support, subject to additional terms as part of a Customer Agreement, unless otherwise specified. Support may not be available for Preview versions of features or Services (see the Preview Agreement for supplementary terms in this case).
Support offered for Services covered by this Agreement is offered on a "best-effort" basis, meaning that no guarantees, service level agreements, or warranties are made as to the information provided during your use of the support services. We do however endeavour to provide the best support that we can to each and every one of our users, and try to always respond in 1 business day or less.
Your Content on the Services
Some of our Services will allow you to store or share Content or receive material from others. What is yours will always remain yours, in so far that we would never claim ownership of your Content, which remains your Content and you are responsible for it. You represent and warrant that for the duration of these Terms, you have (and will have) all the rights necessary for Content that is uploaded, stored, or shared on or through the Services and that the collection, use, and retention of your Content will not violate any law or rights of others.
When you share Content with other people, you understand that they may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share and display your Content for the purpose that you made your Content available on the Services without compensating you. If you do not want others to have that ability, do not use the Services to share your Content. Cedita are not responsible for your Content or the material that others upload, store or share using the Services.
To the extent necessary to provide the Services to you and others, to protect you and the Services, and to improve Cedita products and services, you grant Cedita a worldwide and royalty-free intellectual property license to use your Content, for example, to make copies of, retain, transmit, reformat, display, and distribute via communication tools your Content on the Services. If you publish your Content in areas of a Service where it is available online without restrictions, your Content may appear in demonstrations or materials that promote the Service.
Updates to the Services, or Terms
As our business evolves, we may change these Terms and other components of a Contract we have with you (except Order Forms), and we will tell you when we do in a way that constitutes a material change, either by emailing the email address associated with your Cedita Account, or using an alternative delivery method (such as in-app notifications). Using the Services after the changes become effective means you agree to the new terms, and, if you do not agree to the new terms you must stop using the Services, close your Cedita Account and, if you are a parent or guardian, help your minor child close his or her Cedita Account.
The Services are continually updated, and as a result there may be times when we need to change or remove existing functionality of the Service, or stop providing a Service or access to Third Party Apps or Software altogether. Except to the extent required by applicable law, we have no obligation to provide a replacement Service or material, or any applications previously purchased. Services may be released, or be changed in to a Preview or Beta version, which may not work correctly or in the same way the final version may work (see the Preview Agreement for supplementary terms in this case).
We own and will continue to own the Services, including all intellectual property rights. We may make software components available, via app stores or other channels as part of the Services. Unless accompanied by a separate license agreement, any software provided to you as part of the Services is subject to these Terms.
Under your compliance and acceptance with these Terms, you are granted the right to install and use a single copy of the software per device on a worldwide basis for use only by one person at a time as part of your use of the Services. The software or website that is part of the Services may include third-party code, and any third-party scripts or code linked to or referenced from the software or website are licensed to you by the third parties that own the code, not by Cedita. If any notices are included, they are for your information only.
The software is licensed, not sold, and we reserve all rights to the software not expressly granted by Cedita, whether by implication or otherwise. We grant you a non-sublicensable, non-transferable, non-exclusive, limited license to use the software solely as necessary to use the Services and in accordance with this Agreement. This license does not give you any right to, and you must not:
- Reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate or disrupt the features, functionality, integrity or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third-party use of the Services or any third-party data contained therein;
- Attempt to gain unauthorised access to the Services (such as circumvention or bypassing any technological protection measures), acting to deny others access to the Services (such as a Denial of Service attack), or authorising any third party to access or use the Services on your behalf (such as anyone without a license or revealing to anyone your username or password);
- Publish, copy, rent, lease, sell, export, import, distribute, or lend the software or the Services, unless Cedita expressly authorises you to do so; or
- Separate components of the software or Services for use on different devices.
Except as expressly provided herein, Cedita does not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by us or any related entity, including but not limited to any name, trade dress, logo or equivalents. If you give to us any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"), you give to us, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialise your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires us to license our software, technologies or documentation to any third party because we include your Feedback in them.
If you purchase a Service, then these payment terms apply to your purchase and you agree to them. The fees for the Services or a portion of the Services are displayed exclusive of any applicable taxes, and currency exchange settlements, unless stated otherwise, and must be paid in advance. You are solely responsible for paying such taxes or other charges. Taxes are calculated based on your location at the time your Cedita Account was created. We may suspend, downgrade, or cancel the Services if we do not receive an on time, full payment from you. Suspension or cancellation of the services for non-payment could result in a loss of access to and use of your account and its content. Where a "Free tier" is available, a downgrade may happen in lieu of a suspension or cancellation. A downgrade may result in a decrease in features and functionality of the Services, as well as potential loss of access to certain Data or Content, as illustrated in the different subscription levels for a particular Service.
To pay for charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. If you have a payment method saved with Cedita, you may be able to re-use this method across a number of Services. You agree to permit Cedita to use any updated account information regarding your selected payment method provided by your issuing bank or appropriate payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account or payment details will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
By providing Cedita with a payment method, you (i) represent that you are authorised to use the payment method you provided and that any payment information you provided is true and accurate; (ii) authorise Cedita to charge you for the Services or available content using your payment method; and (iii) authorise Cedita to charge you for any paid feature of the Services you choose to sign up for or use while these Terms are in force. We will always make efforts to bill you in advance or at the time of purchase.
- Receipts, Online Statements, and Errors Each Service may individually provide its own method of receiving statements, receipts, or tax invoices (collectively a "Statement"), alternatively it may use Cedita's centralised billing (via Cedita Cloud). In either case, you can log in to the Service (or Cedita Cloud) to view and print your Statement. This online service area will be the only way to access the Statement we provide. If we make an error on your bill, you must tell us within 30 days after the error first appears on your bill, and we will then promptly investigate the charge. If you do not tell us within this time frame, you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund. If Cedita has identified a billing error of its own accord, of which we are under no obligation to do so, the error will be corrected within 90 days.
- Credits A Service may offer a Credit-based system depending on its functionality. Any Credits that may accrue against the account or organisation will have no currency or exchange value and will not be transferable or refundable. Credits may expire in a certain timeframe, the details of which will be noticed in the Service Specific Terms.
- Payment Obligations and Refunds Except as provided by law or a particular Service offer, payment obligations are non-cancellable, final, and non-refundable. For clarity, in the event that a due payment is cancelled, you will still remain responsible for any unpaid fees that are already pending, as the Services related to the payment will be deemed fully performed and delivered upon the term that is covered. If you believe that Cedita has charged you in error, you must contact us within 30 days of such charge. No refunds will be given for any charges more than 30 days old. We reserve the right to issue refunds or credits at our sole discretion and, if we do so, we are under no further obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
- Trials, Promotions, and Price Changes If a promotion or trial is offered, you accept that this is a time-limited offer and that you may be required to cancel the trial Service(s) within the timeframe communicated to you when you accepted the offer in order to avoid being charged to continue the Service(s) at the end of the trial period. If a promotional offer contains specific terms, we reserve the right to charge you for such Services (at the normal retail price) if Cedita determines (in its reasonable discretion) that you are breaching the terms of the offer. The price of the Services may change at any time and for any reason. If there is a fixed term, or individual purchase price for your Service offer, that price will remain in force for the fixed term.
- Payments to You If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment and you agree to cooperate with us in our efforts to do this. We may reduce the payment to you without notice to adjust for any previous overpayment. We accept no liability in respect of payments made incorrectly where you have provided incorrect Bank Account details or other incorrect payment information.
Service Specific Terms
The Terms contained within this Agreement outside of the Service Specific Terms generally apply to all Services. This section contains service specific terms that are in addition to the general terms. In the event of any conflict between the Service Specific Terms and the general terms, the Service Specific Terms shall govern.
— Exercise Ninja
The Exercise Ninja Service, and any associated software are not medically accredited solutions and are intended for fitness and wellness purposes only. They are not designed or intended to provide a substitute to professional medical advice. You assume full responsibility for your use of Exercise Ninja and the content contained or generated within based on the Content you provide. We are not responsible for any decision you make based on the information that you receive from Exercise Ninja. You should always consult with a doctor any questions you may have regarding a medical condition, diet, fitness or wellness program before changing anything in relation to your exercise or diet. Never disregard professional medical advice or delay in seeking it because of information that you accessed on or through the Services.
- Entry An Entry, or Credit (as defined elsewhere) represents a single, non-transferrable, non-refundable right to participate in an Event.
- Event - An online event hosted on the Service with the intent to raise funds for the Fundraisers.
- Fundraisers - A charity, school, sports club, community group or other fundraising teams.
- Payouts - An amount due to either a Player or Fundraiser as a result of using the Services.
- Player - An individual who participates in events on behalf of the Fundraisers.
Fundraiser specific Terms of Service
This Agreement, when taken with these Service Specific Terms represent a binding Contract. By registering as a Fundraiser, you agree to be bound by this Contract.
Registration as a Fundraiser, and the Fundraiser Administrator In order to register as a Fundraiser, a person duly authorised to act on behalf of the Fundraiser (the "Fundraiser Administrator") must complete our application form on behalf of the Fundraiser and the Fundraiser's application must be accepted by us. It is acknowledged by us that Fundraiser Administrators may be required to act on behalf of the Fundraiser from time to time. By completing a registration or application form and acting as a Fundraiser Administrator, the Fundraiser Administrator promises that he or she:
- accepts this Agreement, and these Service Specific Terms on behalf of the Fundraiser and themselves;
- resides permanently in the United Kingdom;
- has provided us with information on the Fundraiser that is true, accurate, and up to date, including the legal name of the Fundraiser, the Fundraiser Administrator's name and email address; and
- has the authorisation and authority to act on behalf of the Fundraiser, is only seeking to become a Fundraiser Administrator on its own account with respect to that Fundraiser (being the Fundraiser whose details are provided in the registration form) and is empowered to enter into this agreement with Cedita on behalf of the Fundraiser. We shall have no liability for any claims, losses or damage suffered by a Fundraiser as a result of breach of this sub-paragraph.
Communications relating to Fundraiser Registration Once an application form is complete, we will send an email communication to both the Fundraiser Administrator and the Fundraiser's primary email address to confirm that such action has been taken. We will further send an email to confirm when a Fundraiser application has been completed.
Fundraiser Administrator Functionality Fundraiser Administrators are able to use their account to administer their Fundraisers' fundraising activities, and a Fundraiser Administrator's account can also be used in the same way as a Players' account. To the extent that a Fundraiser Administrator uses its account as a Player, the Player specific Terms of Service shall apply and the Fundraiser Administrator agrees to comply with these terms in addition. Where authorised to do so, a single Fundraiser Administrator account may be used in an administrative capacity with multiple Fundraisers, where that Fundraiser has initiated the application process.
Fundraiser Registration Requirements We verify that all details provided by the Fundraiser Administrator on behalf of the Fundraiser are accurate, specifically in regard to the verification of payment details which must be provided in order to receive Payouts from us. The Fundraiser agrees to assist us with any such verification requests in order to become approved and registered on the Service. Further, the Fundraiser promises that it:
- accepts this Agreement, and these Service Specific Terms;
- is based in the United Kingdom;
- has only one account / Fundraiser registered on the Service;
- has not previously held an account on the Service that has been terminated for any reason;
- has a UK Bank Account active in its own name for the purpose of receiving remittance. Where the Fundraiser is registered with the Charities Commission, HMRC as a CASC, CIC or CIO, then the bank account should be owned by the Fundraiser/organisation. On occasion we may seek confirmation of the authenticity of the bank account details provided and the Fundraiser Administrator agrees to provide information when prompted to do so;
- has provided accurate details of the reason the Fundraiser was established (the 'Purpose'), the name of the Fundraiser, the Fundraiser's geographical location and address and the details of the Fundraiser's registration as a charity, company or other corporate body (as applicable); and
- has a Purpose which is 'unselfish', which does not violate any applicable law and/or which is not otherwise: obscene, fraudulent or misleading, offensive, hateful, discriminatory, inflammatory or a promoter of violence, gambling or sexually explicit material. The Service is a fundraising tool and is not intended to be used for private, personal or commercial gain. We reserve the right, at our absolute discretion, to decide whether we consider a Fundraisers's Purpose to be 'unselfish'.
Protection for the Fundraiser, and Acceptance of a Fundraiser We have the right to request any such documentation we deem relevant to confirm the status of the Fundraiser (including that of the Fundraiser Administrator) or to confirm the compliance by the Fundraiser with these Terms. If the Fundraiser Administrator does not provide such information we may, if the Fundraiser already has an account, suspend access to such account until such information is provided or, alternatively, terminate the account and, if the Fundraiser does not have an account, refuse the registration application as a result. We are under no obligation to accept any application to be a Fundraiser on the platform. Please note that we may reject a Fundraiser's application at its absolute discretion and we are under no obligation to disclose the basis upon which any decision to refuse registration of a Fundraiser was made. If the Fundraiser's application for registration is accepted we shall send the Fundraiser Administrator an email to notify them of this action.
Remittance of Earnings / Payouts We automatically calculate both revenue earned from the sales of Entries to Events, as well as any applicable fees or withholdings as agreed with you once an event has concluded. Each Fundraiser shall be paid by BACS or Faster Payments to their nominated bank account. Any additional donations that may be made by a Player to a Fundraiser will not be subject to any fees. See: Payments to You. We endeavour to make all payments within a 3 business day time period once an Event has concluded and Player Payouts have been made, but may delay payments where: (i) we consider unusual activity to have taken place within a Fundraiser's account; (ii) it requires additional information from the Fundraiser in order to ensure that payments are made correctly; or (iii) prize winning Players have not provided adequate information (such as bank details) to make a payout and calculate a final amount due. For the avoidance of doubt, no VAT is payable on Entries.
Publicity See: Your Content on the Services. Should your Content be used for publicity by Cedita, we shall immediately withdraw any such publicity upon written notice of the Fundraiser.
Player specific Terms of Service
Registration as a Player In order to register as a Player you must log in with your Cedita Account, or complete and submit our registration form indicating your acceptance of this Agreement, and these Service Specific Terms. By doing so you promise that:
- you are aged 16 years or older;
- you reside permanently in the United Kingdom;
- you have only registered on Player account with the Service;
- you will not seek to circumvent usual scoring mechanisms of Events in any way;
- you are only seeking to become a Player on your own account, and for one person (being the person whose details are provided in your registration form or Cedita Account);
- you will only use your account on a single device at any one time, especially whilst participating in an Event; and
- you have not previously held an account with us that has been terminated for any reason
Event Entries Confirmation of Entry to Events is delivered in the form of a confirmation email which is delivered by us. A request by you to purchase Entry to an Event via the Service is an offer made subject to this Agreement. Acceptance by us of your offer on behalf of the Fundraiser shall be deemed to be effective when your payment has been cleared and we have confirmed your order. Monies committed as part of an Entry fee to an Event cannot be refunded, and Events can not be cancelled once created and the first Player has joined the Event.
Additional Donations You may optionally specify an Additional Donation when purchasing an Entry, which will form part of a payment back to the Fundraiser not subject to increasing any prize pool for an Event, nor being subject to any Fees from us. Any donations are not subject to Gift Aid or any other relief that may otherwise be available.
Event Placing Rules We calculate positions for quiz Events first based on the number of correct questions answered, and then by the time that it took to receive a final answer to break ties. Other events may have specific rules that will be shown on the detail page.
Payouts Following conclusion of an Event, if you have provided us with your Bank Details and/or a Give Back to Fundraiser %, we endeavour to have your payment remitted within 3 business days. Should you not have provided us with Bank Detail information, nor configured a Give Back to Fundraiser %, you will be reminded and have up to 7 days from Event conclusion to rectify this. After 7 days, your winnings will be automatically given back to the Fundraiser at a rate of 100%. If we have a reason to suspect that a Player has misused the Service or breached the Terms of this Agreement or Service Specific Terms, Payouts may be withheld to the player and instead winnings will be given back to the Fundraiser at a rate of 100% if a final score determination can not be made at our discretion.
The HomeGo Service, applications and content provided by Cedita are only for your personal and noncommercial use.
Communications Service PureSMS provides a means of you to communicate with your customers via the Service. To do this we use a mobile or fixed network operator which is directly or indirectly engaged in the performance of the Service (a "Network Operator"). You warrant that you shall not use, or permit the Services to be used:
- for the transmission of any communication which is defamatory, offensive or abusive or of an obscene or menacing nature or which is not accurate, legal, honest or true;
- for the persistent sending of messages without a reasonable cause or for the purpose of causing annoyance, inconvenience or distress to any person;
- in any way that contravenes applicable laws or regulations in any country where the Services are marketed or provided; or
- in any way that may have a detrimental effect on the goodwill and good standing of Cedita or any of the relevant Network Operators.
Credits Pricing of Credits is prescribed on the Service website. A single Credit allows you to send 1 SMS Message to a UK Phone Number. When sending to a non-UK Phone Number, 2 Credits will be consumed for this SMS Message. An SMS Message is defined as a single message consisting of 160 GSM Characters or less, or 70 Unicode Characters or less. Multiple credits can be combined to send a longer message to recipients, which is multiples of 153 GSM characters, or 67 Unicode characters. Credits are deemed to be consumed when an SMS Message is sent or queued within the Service, and are not based on delivery.
SMS Specific Provisions
- You acknowledge that we deliver SMS Messages via major telecommunications companies and mobile Network Operators and can therefore only influence the delivery with respect to transmission of SMS Messages within the technical constraints imposed by the above mentioned providers.
- SMS messages submitted by you for transmission via our servers will be transferred to the addressed mobile recipients within seconds or minutes, provided that the recipient's phone is switched on and located in an area covered by their subscribed mobile network provider. You acknowledge that, depending on the recipient's mobile service provider, it may not be possible to transmit the SMS Message to the recipient successfully, particularly if the provider does not support SMS delivery at all.
- You acknowledge that any SMS Message content that is transmitted is unencrypted and that access by unauthorised third parties to mobile phone communications, including SMS delivery, is possible.
- You shall be solely responsible for the content of any SMS Message which Cedita transmits or processes on your behalf or on behalf of any third party associated with you. You shall ensure that the access it not used to worry or annoy any mobile phone users or for any other unlawful purpose. In particular, scenes of violence, pornography, incitement to violence and racial discrimination are unlawful. SMS Messages with advertising content may not be sent to mobile phone users who have indicated that they do not wish to receive advertising material. Any advertising text and as a result the SMS Messages transmitted must contain an existing and authorised customer service phone number belonging to you or authorised for use as such by the owner of the phone number.
- You accept full responsibility for obtaining permission from your end customers and recipients to send SMS Messages to them and charge them money for receiving such messages using the Service including responsibility for any Network Operator or Regulator-imposed fines that may result from non-compliance with this or other Terms.
- You agree that, by definition, access to the internet, the mobile networks, and other communication media is associated with risks including but not limited to, authentication, data security, privacy, availability of services and reliability of transmission. You agree to bear full and exclusive responsibility arising from such risks and consequences of the usage of the Services.
- We can not guarantee delivery of the SMS Messages to recipients due to possible errors and outages on the part of mobile Network Operators. Accordingly, we do not refund undelivered SMS Messages to you. For the avoidance of doubt, undelivered SMS Messages are charged at the same rate as delivered messages.
Credit Account Terms
These Terms apply only if you use PureSMS in a post-pay or credit manner.
- You shall be assigned a Credit limit by us, which may be based upon us having performed a credit check against you.
- A Minimum Order Commitment (per month) may apply for the provision of Credit Account availability in the Services, which will be defined in your online portal. You shall pay us the applicable Fees up to this level as a minimum during each 12 months of the Service Term, irrespective of whether the usage of the Service by you meets this level.
- At the end of each month we shall calculate the number of Credits used in the Service and SMS Messages sent by you to determine the applicable fees of which will be invoiced to you. If the number of Credits used does not exceed the Minimum Order Commitment, you shall nonetheless be invoiced at this minimum level.
Services with Authorised Users
Some Services covered by this Agreement have the opportunity to invite users to operate within the Services on your behalf ("Authorised Users").
You must comply with the Agreement and ensure that your Authorised Users comply with the Agreement and Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We are not responsible for the content of any Content or Data or the way in which you or your Authorised Users choose to use the Services to store or process any Content or Data. You are solely responsible for providing adequate access to the Services by the Authorised Users, as well as ensuring that all Authorised Users are of the age legal to undertake this Agreement on their own behalf.
Representations, Warranties and Limitation of Liability
You represent and warrant that you have validly entered in to the Agreement and have the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.
Should you have any basis for recovering damages (including breach of these Terms), you agree that your exclusive remedy is to recover, from Cedita or any affiliates, resellers, distributors, third-party app and service providers, partners, and vendors, direct damages up to the amount you paid for the Services for the month during which the loss or breach occurred (or up to $5.00 USD if you acquired the Services for no charge). You cannot recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental or punitive damages. These limitations and exclusions apply even if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to the Terms, the Services, or the software related to the Services. The foregoing will not limit the customers payment obligations under the "Payment Terms" section above.
The Cedita Account, and thus the Services support logins using two-factor authentication ("2FA"), which is known to reduce the risk of unauthorised use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to you or anyone else if any event leading to such damages, losses, or liability would have been prevented by the use of 2FA.
You must comply with all domestic and international export laws and regulations that apply to the software and/or Services, which include restrictions on destinations, end users, and end use.
All references to "we", "us" and "Cedita" within this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement and which courts have jurisdiction over any such dispute or lawsuit depends on where you (or if a business, where your principal place of business is located) are located.
|Location||Contracting Entity||Governing Law|
|United Kingdom||Cedita Limited||United Kingdom|
|United States and Canada||Cedita, Inc.||Delaware|
|Rest of World||Cedita Eesti OÜ||Estonia|
You may receive bills, invoices, or Fees from a different Contracting Entity listed above based on your (or your business') location, irrespective of this, this Agreement is governed by the terms of your Contracting Entity. Any disputes arising out of this Agreement or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws, rules, or the United Nations Convention on the International Sale of Goods. The courts located in the applicable location will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce the rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and solicitor's fees.
Copyright & Trademarks The Services are copyright © Cedita Limited and/or its suppliers and/or its subsidiaries or related entities. All rights reserved. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in these Terms are reserved. Cedita and the names, logos and icons of all Cedita products, software and services may be either unregistered or registered trademarks of the Cedita group of companies in the United Kingdom and/or other jurisdictions.
Medical notice Cedita does not provide medical or any other health care advice, diagnosis or treatment. Always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition, diet, fitness or wellness program. Never disregard professional medical advice or delay in seeking it because of information you accessed on or through the Services.
Entire Agreement The Agreement, including all Terms and all referenced pages and Order Forms where applicable, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, this Agreement supersedes the terms of any online agreement electronically accepted by you or any Authorised Users. However, to the extent of any conflict or inconsistency between the provisions in these Terms and any other documents or pages referenced in these Terms, the following order of precedence will apply: (1) the terms of any Order Form (where applicable), (2) the portions of the Service Specific Terms (as above, where applicable), (3) these Terms and (4) finally, any other documents or pages referenced within this Agreement. Notwithstanding any language to the contrary therein, no terms and conditions stated in a purchase order, vendor onboarding process or web portal, or any other order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
The following products, apps and services are covered by this Online Services Agreement, but may or may not be generally available in your market, or direct from us.