Smart Conversations 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 the artificial intelligence technology in generating sentiment reports (“Smart Conversations” of “Product”), further described here: What is Smart Conversations? - Sinch Community - 9585, a pre-release (Beta) version of which is available for customer evaluation and limited use. Sinch is willing to make available to Customer the Smart Conversations 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”). 

2. Term

This Agreement shall be valid from the Effective Date 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.

3. Service Specification

Customer agrees that the Service is in a trial status, and subject to change without notice.

The Customer is granted a limited, revocable, non-exclusive, non-transferable right to use the Service during a test term and subject to the Customer’s continued compliance with this Agreement. The scope of the Customer’s right to use the Service shall be determined by SINCH in its sole discretion and shall be limited to the features and functionalities made available by SINCH in the Test Account of the Service. SINCH shall, at all times, be entitled to change the scope of the Customer’s rights.

Sinch has a right to limit access to the Product to a certain amount of Product Users, to be decided by Sinch in Sinch’s sole discretion. For the purpose of this Trial Agreement, “Product User” means a physical person in Customer’s organization (employees and contractors) who is granted access to the Product by the Customer for the purposes of (i) using the Product by feeding it with content (such as, without limitation, Customer Data) in order to use the Product and (ii) receiving Maintenance Services. The Customer may use the Services for up to 12000 search queries annually. Any usage in excess of this limit shall be considered a breach of this Trial Agreement.

4. Terms of Service

Customer agrees to use the Services 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. 

Further, Customer will not, and will not encourage or permit any party (including but not limited to Service users) to, access or use the Services:

(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)    to send spam or unsolicited messages or other communications; (d)    in any manner that is infringing, obscene, threatening, libelous, unlawful, or in violation of any third party rights; (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)    to gather, store, upload or otherwise transmit any data for which you do not have a right to do so; or (i)    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 Services through its Account and using only the Credentials.

Customer Data.

The Customer acknowledges that the Product consists of certain algorithms and artificial intelligence and that for a proper and seamless functioning of the Product, the Customer is responsible for feeding the Product with sufficient Customer Data. Customer Data may only be inputted by Product Users and in accordance with the guidelines provided in the Documentation. 

The Customer shall solely be liable and responsible for the accuracy and correctness of Customer Data. SINCH shall not be liable for damages or liability resulting from incorrect Customer Data inputted in the Product. 

All Customer Data shall remain the property of the Customer. The Customer hereby grants SINCH the right to use such Customer Data (including any other content and information provided, transmitted or uploaded through the Service) for the performance of its obligations under this Agreement and to improve the functioning and provision of the Service.  The Customer acknowledges and agrees that the Product is artificial intelligence and that after termination or expiration of the Agreement, if applicable, Sinch may retain part of the Client Data solely for technical reasons relating to the functioning of the Product. If such text snippets contain Client Personal Data, Sinch shall anonymize or pseudonymize such text snippets to the fullest extent possible.

Data Protection.

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 acknowledges and agrees that in addition to 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 in the provision of the Service:

  • Sinch Sweden AB located at Lindhagensgatan 74, 112 18 Stockholm Sweden,

  • Sinch Brasil S.A. located at Avenida Coronel Silva Teles, 977, 5 Floor Edificio Dahruj Tower, Cambui, Campinas, State of Sao Paulo, Brazil,

  • JLabs Poland located at Zablocie 43a, 30-701 Kraków, 

  • Google LLC located at 1600 Amphitheatre Parkway, Mountain View, CA, USA.

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 Legislation. 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 is provided through 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

The Parties hereby agree that there will be no fees due and payable by the Customer for the use of the Service during the Trial Period.

6. Customer Warranties

Customer represents, warrants and agrees that:

  1. 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.
  2. 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.
  3. 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.
  4. 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.

7. Ownership

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. 

8. Confidentiality

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.