Flows terms and conditions - trial agreement
The account creator represents and confirms to Sinch that you are the duly authorised representative and signatory of the Customer to act for and on behalf of the Customer to enter into the Agreement and accepts the General Terms of Services, Appendices and Supplementals thereto. All information provided is complete and accurate. The Agreement shall be effective on the date at which time the account is created and verified.
1. Test Services
Sinch is developing a product that uses a low-code visual workflow builder technology in developing communication application that is fully self-service (“Flows” or “Product”), further described here: Service Description, a pre-release (Beta) version of which is available for customer evaluation and limited use. Sinch is willing to make available to Customer the Flows service (the “Service”) to enable the Customer to test the Service for a limited period and on terms and conditions laid out in this trial agreement (“Agreement”). This Agreement shall not replace any other agreement between the Customer and Sinch.
This Agreement shall be valid from the Effective Date and until it is terminated (the “Trial Period”) and it shall automatically be terminated upon the earlier of (i) either party terminating this Agreement by giving one (1) day written notice to the other party, or (ii) the parties entering into a full commercial agreement for the provision of the Service. The Parties agree to negotiate in good faith with the intention of agreeing on a full commercial agreement for the provision of the Service prior to the expiration of the Trial Period, but neither Party shall have any obligation to enter into full commercial agreement a final agreement.
If the Customer or Sinch, terminate any other agreement between Sinch and Customer, including but not limited to Conversation API, resulting in that Sinch no longer can or wants to provide the Service, this Agreement shall be considered terminated.
3. Service Specification
Customer agrees that the Service is in a trial status, and subject to change without notice. Sinch agrees to provide Customer with access to the application(s) required for use of the Service for purposes of testing and parameterization of performance among other products and subject to the test limits during the Trial Period.
4. Terms of Service
Customer agrees to use the Service pursuant to the terms and conditions set out in this Agreement and to accept and comply with all terms and conditions, rules and policies, including but not limited to relating to the underlying channels which are accessible by means of the Service.
The use of Service is subject to the following conditions:
1) The Customer signing up and accepting the terms and policies Sinch's dashboard on https://dashboard.sinch.com 2) The Customer must use the Service in conjunction with Sinch Conversation API, failing which, Sinch reserves the absolute right to forthwith suspend and/or terminate the Service without further notice, 3) a monthly limit of One (1) million execution flows, 4) Sinch reserves the right to suspend any inactive account: (a) for any account becomes and remains inactive up to a period of seven (7) days, all customer flows and information shall be stored upon suspension of account. The Customer may, at any time, re-activate and access all stored flows and information by accessing the Service; (b) for any account becomes and remains inactive consecutively up to a period of One (1) year, all customer flows and information may, at the sole and absolute discretion of the Sinch, be deleted and Customer will have no right of re-activation. 5) The Customer acknowledges and agrees with Sinch that the Service is a fully self-service application tool that requires no support from Sinch. Sinch is not obligated to provide any technical support in the use of the Service. 6) Further, Customer will not, and will not encourage or permit any party (including but not limited to Service users) to, access or use the Service: (a) other than as expressly prescribed by this Agreement; (b) in violation of: i. Sinch’s compliance rules or applicable laws; or ii. applicable third party licenses, (c) in any manner that is infringing, obscene, threatening, libelous, unlawful, or in violation of any third party rights; (d) not use the corporate name, other names, brands, signs, and distinctive colors, as well as any other means of identification of the other Party and/or its affiliated, controlled, and/or parent companies, except with express written authorization; (e) to breach, interfere or attempt to interfere with any requirements, procedures, policies, or regulations of any mobile industry association, regulator or any network operator or service provider; (f) to facilitate the transmission or use of any: i. malicious code (including malware, viruses, worms, and Trojan horses); ii. traps, time bombs, or other code with a latent ability to disable or cripple software or services; or iii. code that would allow any third party to interfere with or access any data; (g) to circumvent, disable, violate, or otherwise interfere with the security or integrity of the Services, their operation, any networks or servers used in connection with the Services, or any activity being conducted in or in relation to the same (or attempt at any of the foregoing); (h) for political or governmental purposes or for healthcare or patient data; (i) to gather, store, upload or otherwise transmit any data for which you do not have a right to do so; or (j) to impersonate any person or entity.
Customer is solely responsible for any Customer’s account with the Sinch (“Account”), all activities conducted in connection with its Account, and the accuracy of all information provided by or to Customer relating thereto, including without limitation, contact, technical, campaign and payment information, the names, password and other information provided to Customer or created in accordance with Sinch’s policies (“Credentials”), and for protecting and safeguarding the foregoing. Customer will promptly update any Account Information if it changes and notify Sinch of any unauthorized use of its Account and/or Credentials, and any related security breach. Customer will only connect to the Service through its Account and using only the Credentials.
Customer understands that the Service is still in development and therefore may not fulfill all requirements set by applicable data protection and privacy laws globally and can only be used within a specific region that has been specified between the Customer and Sinch. In regions/countries not accepted by Sinch, Customer agrees to only use dummy data or personal data (as defined within applicable legislation) that Customer is allowed to use for the purpose of testing and trials in accordance with applicable legislation and discussions with Sinch. Each party shall comply with its obligations under applicable Data Protection Legislation (as defined in the Data Protection Agreement) in respect of any Personal Data processed under the Agreement. Where Customer is the Data Controller and Sinch is the Data Processor, Sinch will process such Personal Data in accordance with the terms of the Agreement and Sinch’s duties as a Data Processor under applicable Data Protection Legislation. In parallel and in accordance with applicable Data Protection Legislation, Customer hereby acknowledges and agrees to Sinch’s Data Protection Agreement, as can be found under https://www.sinch.com/data-protection-agreement/.
The Service cannot be used for the processing of Special Categories of Personal Data (as defined within the Data Protection Agreement that is or will be concluded between parties). Sinch may make this service available in the future. Customer acknowledge and agrees that in addition what is stated within Sinch’s Data Protection Agreement (and in addition to the sub-processors that can be found under https://www.sinch.com/data-protection-agreement/sub-processors/ (“Sub-processor List”), that the following Sub-processors can be used as well:
Amazon (AWS EMEA SARL) located at Amazon Web Services EMEA SARL 38 Avenue John F. Kennedy, L-1855 Luxembourg R.C.S. Luxembourg: B186284,
Sinch Sweden AB (sub-processor of all other Sinch legal entities) located at Lindhagensgatan 74, 112 18 Stockholm Sweden,
Sinch America Inc. located at One Alliance Center 3500 Lenox Road Ne Ste 1875, Atlanta, GA, 30326 United States,
Raintank Inc. located at 3411 Silverside Road, Tatnall Building #104, Wilmington, DE 19810.
Whenever the Customer decides to use a third-party customer care platform, the customer is fully responsible and accountable for the data protection on the third-party platform and the interfaces between the Sinch products and the third-party-platform. Customer grant us a royalty-free, worldwide, irrevocable and perpetual license to retain, store, use, and disclose the Data solely: (i) in connection with our provision of the Services, (ii) for our internal purposes, (iii) to protect the operation of the Services, (iv) to create aggregated, anonymized data, including for usage statistics, and (v) to satisfy applicable legal, accounting or regulatory requirements.
Customer warrant, represent and undertake to Sinch that Customer have all necessary rights, licenses and consents to provide Sinch with Data for these purposes. Customer and Sinch acknowledge that in relation to Customer processing activities on Sinch’s platform, Customer is the Data Controller and Sinch is the Data Processor. Where Customer is the Data Controller and Sinch is the Data Processor, Sinch will process such Personal Data in accordance with the terms of the Agreement and Sinch’s duties as a Data Processor under applicable Data Protection Laws. Customer acknowledges that Sinch shall act as an independent Data Controller with respect to the processing of Personal Data which is necessary for the operation of the Services which shall include any information processed for the purpose of the conveyance of a communication on an electronic communications network and, if applicable, for the billing thereof. Additionally, Customer agrees to promptly comply with all requests for documentation and information relating to the use of the Service.
Customer acknowledges and agrees that the Service connects with any channels through the Sinch Conversation API service. In respect of the Conversation API, the standard retention period for conversation data applied by Sinch is 180 days. The standard retention time for contact data is indefinite. Customer understands that this is part of the functionality of the service.
5. Fees and Payment
Sinch will provide the Service without any fees or payment for the Service under this Agreement. Sinch reserves the right to modify or vary the fees and payment under this Agreement upon written notification to Customer (by electronic mail will suffice). Any usage of any other underlying channel or SINCH’s products is to be governed by separate Service Orders and Order Forms to be entered into between the parties subject to the terms and conditions, including rates and fees, set out in the applicable Service Order and Order Form.
6. Customer Warranties
Customer represents, warrants and agrees that:
(a) Sinch may recover from Customer any charge, fine, penalty or debit a network operator or service provider levies against Sinch as a result of an alleged violation of the requirements set forth in Clause 4 above. (b) Customer shall comply with all applicable laws and regulations in relation to the transmission of content, and in particular but without limitation Customer shall comply with all applicable data protection and privacy laws. (c) Customer will provide any governmental body or Sinch with such information or material relating to the Services as reasonably requested in order to carry out any investigation in connection with the Services. (d) In no event will Sinch be liable for any direct or indirect damages under this Agreement including, without limitation, any lost revenue, lost profits, or indirect, incidental, consequential, special, punitive or exemplary damages.
THE SERVICE IS PROVIDED "AS IS". SINCH MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY OR ACCURACY WITH RESPECT TO THE SOLUTION.
Customer retains all rights and ownership in Customer’s content. Sinch do not claim any ownership rights in Customer content. Except for rights expressly granted herein, no implied licenses are granted by Sinch, and Sinch hereby reserve all rights not so granted. Customer acknowledges that Sinch retains all sole and exclusive ownership of all right, title and interest in and to the Services and Sinch’s Confidential Information (defined below), including all intellectual property rights thereto, and at no time will Customer dispute or contest our exclusive ownership rights in any of the foregoing. If Customer provides any feedback relating to the Services, Sinch will own such feedback and may use and modify the feedback without any restriction or payment to you.
Each party will, during the Term and thereafter, maintain in confidence the Confidential Information of the other party and will not use such Confidential Information except as expressly permitted herein. Each party will use the same degree of care in protecting such Confidential Information as such party uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Each party will use such Confidential Information solely for the purpose of carrying out its respective rights and obligations under this Agreement. In addition, each party: (a) will not reproduce such Confidential Information, in any form, except as required to accomplish its rights and obligations under this Agreement; and (b) will only disclose such Confidential Information to its affiliates, employees and consultants who have a need to know such Confidential Information in order to perform their rights and obligations relating to this Agreement and have been informed of the obligation to preserve the confidentiality of such information prior to receiving such information. Notwithstanding the foregoing, Confidential Information will not include information that: (a) is in or enters the public domain without breach of this Agreement through no fault of the receiving party; (b) the receiving party can reasonably demonstrate was in its possession prior to first receiving it from the disclosing party; (c) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the Confidential Information; or (d) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Either party may disclose Confidential Information of the other party (and we may disclose any content) to the extent required by law, regulators, network operators or service provider request.
9. Governing Law and Arbitration
This Agreement and any contractual or non-contractual obligation arising out of or in connection with this Agreement shall be governed by English law, with the exclusion of English of law rules. Any dispute arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of the arbitration shall be London, England.