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          • Connect channels with Conversation API

            Keep things simple and connect multiple channels with one integration for an omnichannel and conversational messaging experience

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            Take a look at our standalone, secure cloud-based messaging APIs for single channel needs

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          Transform the audio precision of your Webex meetings

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          Fight back against robocalls, increase call answer rates, and build consumers' trust

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          Build a seamless, customizable in-app video experience into your mobile and web app

        • In-App Voice Calling

          Integrate voice easily into your app for smooth real-time communication globally

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          Design the exact voice call flow you need with flexible and scalable solutions​

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        • Scale Your Voice Services

          Get a complete voice solution from a single provider by setting up any call type your business needs to connect

        • Future-Proof Access to Emergency Services

          Help callers reach 911 and empower first responders to assist distressed callers

        • Implement Anonymous Calling

          Ensure privacy between end users and avoid revenue leakage through number masking or in-app calling

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        • Mailgun

          Email API – Send, receive, and track emails effortlessly with an industry-leading Email Service Provider

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          Whitelabel email marketing solution--Accelerate your go-to-market with Mailjet Embedded

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          Email on Acid has the tools you need to press send with greater confidence

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          Improve your inbox placement and connect with real people – your customers

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        • Ensure Deliverability

          Our powerful Email API scales to send billions of emails and delivers them quickly

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          Ensure your message gets seen as intended - no matter the client

      • Featured Resources
        • Illustration of a man on sofa
          Report
          Telco transformed
          Get the report
        • Ilustration of a man on a sofa
          Guide
          The actionable guide to increasing customer loyalty with mobile messaging
          Get the guide
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          Gain nationwide IP access with interconnectivity to a single network

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          Securely send and receive faxes at scale

          Cloud Business Fax

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        • Expand Your Global Presence

          Add international and toll-free numbers for inbound calling, 2-way calling and emergency assistance

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          Send SMS and MMS messages from any local 10-digit or toll-free number with P2P capabilities rivaling wireless carriers

        • Support Your Business Growth

          Tie numbers to voice service, call center, messaging, IoT solutions, faxing and emergency services

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        • Verification API

          Multi-factor authentication for secure signups and logins

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          The faster, more cost-efficient alternative to traditional SMS verification

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          No PIN, zero-click verification with proven security

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          Universal verification for mobile and landline numbers

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        • Provide Security and Trust

          Enhance app security and protect customers' shared data with scalable multi-factor authentication solutions

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          Increase conversion rates in your signup flow with flexible and reliable phone number verification

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          Use phone numbers as a global user identity with SIM-based verification methods

      • Featured Resources
        • Illustration of a woman
          White paper
          Two-factor authentication: Why SMS is here to stay
          Get the white paper
        • Illustration of a woman
          White paper
          Building a smooth, secure experience with SMS-based 2FA
          Get the white paper
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          Conversational AI chatbot and voicebot platform

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          Voice, video, chat, messaging, and email - all in one cloud contact center solution

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          Sinch Engage Software-as-a-service solution to use instant messengers for marketing, support and sales in one platform

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          Build your own customized, feature-rich mobility solution with a easy to configure cloud softphone and SDK

      • Use cases
        • Conversational Marketing

          Engage customers with meaningful, real-time conversations

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          Transform customer service with relationship-building conversations

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          Automate the customer journey and provide unified customer experience 

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        Obtain all your cloud communications solutions through one provider

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        Accelerate your innovation and maintain your competitive edge with our comprehensive communication solutions

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        Wow your customers effortlessly with personalized messaging throughout the customer journey

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        Engage customers on their terms, on their channels. Our cloud-based communications platform brings your legacy support platform into the digital age!

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        Use the range of your network assets to create new services for enterprise

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          Major revenue gains are waiting for you with SMS in the enterprise space

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          Boost security and monetize enterprise messaging

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          Strengthen your network and protect your subscribers

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        Secure profitability with essential interconnect services while moving to the all IP-world of your future network

        • SMS for Operators

          Global SMS interconnectivity made easy

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          Safeguard SMS monetization and tighten up security

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          Global MMS interconnectivity made easy

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          Increase revenue on legacy messaging services

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          Our one-stop shop for global connectivity

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        Balance 5G's lmitless possibilities with a smooth transition from legacy technology

        • 5G Messaging

          Make the most of the bright future of SMS in 5G

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          Define any mobile offering with powerful tools. Do it fast to stand out from the crowd

        • Value Added Services Platform

          Subscriber call connection and messaging taken care of. Your revenue and TCO optimized

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        Simplify your SMS business, boost A2P messaging revenue, and cut costs with one unique solution

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          Maximize the value of your SMS business

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        • illustration girl on phone with a computer in her lap
          White paper
          Signaling threats: SS7 and beyond
          Get the white paper
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          What's in store? Rethinking CX for retail and e-commerce
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        • Banking customer using mobile communication
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          Bank to the Future: Rethinking CX for financial services
          Get the report

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  1. Sinch
  2. Customized Services Supplemental Terms and Conditions

Main navigation

  • Products
      • Column
        • Channels
          • SMS
          • MMS
          • RCS
          • WhatsApp
          • Facebook Messenger
          • Instagram
          • All Channels
        • Column
          • Connect channels with Conversation API

            Keep things simple and connect multiple channels with one integration for an omnichannel and conversational messaging experience

          • Standalone Messaging APIs

            Take a look at our standalone, secure cloud-based messaging APIs for single channel needs

      • Use cases
        • Message Across all Channels

          All-in-one messaging across every mobile channel

        • Engage with Customers

          Start a meaningful, real-time conversation with customers today

        • Boost Customer Support and Satisfaction

          Transform customer service with relationship-building conversations

      • Voice & Video
        • Voice Services

          Make calls directly connected to the largest tier 1 network

        • Toll-Free Voice

          Give callers an easy and reliable way to reach you

        • SIP Trunking

          Call local, long distance or toll-free with the highest quality service

        • Operator Connect for Microsoft Teams

          Enable Microsoft Teams calling with Operator Connect

          Direct Routing for Microsoft Teams

        • Unified Communications

          Get all the tools you need in one place with our comprehensive cloud communications platform

          Private Label Cloud Communications

        • Emergency Services

          Promote safety and security with innovative 911 technology. Find out how our solutions let you help callers quickly reach 911
          E911 Next Generation 911

        • Number Masking

          Anonymize voice calls to protect you and your customers while keeping personal numbers safe

        • Cloud Connect for Webex Calling

          Transform the audio precision of your Webex meetings

        • STIR/SHAKEN

          Fight back against robocalls, increase call answer rates, and build consumers' trust

        • In-App Video Calling

          Build a seamless, customizable in-app video experience into your mobile and web app

        • In-App Voice Calling

          Integrate voice easily into your app for smooth real-time communication globally

        • Voice API

          Design the exact voice call flow you need with flexible and scalable solutions​

      • Use cases
        • Scale Your Voice Services

          Get a complete voice solution from a single provider by setting up any call type your business needs to connect

        • Future-Proof Access to Emergency Services

          Help callers reach 911 and empower first responders to assist distressed callers

        • Implement Anonymous Calling

          Ensure privacy between end users and avoid revenue leakage through number masking or in-app calling

      • Email
        • Mailgun

          Email API – Send, receive, and track emails effortlessly with an industry-leading Email Service Provider

        • Mailjet

          Whitelabel email marketing solution--Accelerate your go-to-market with Mailjet Embedded

        • Email on Acid

          Email on Acid has the tools you need to press send with greater confidence

        • InboxReady

          Improve your inbox placement and connect with real people – your customers

      • Use cases
        • Ensure Deliverability

          Our powerful Email API scales to send billions of emails and delivers them quickly

        • Rendering QA and multi-platform preview

          Ensure your message gets seen as intended - no matter the client

      • Featured Resources
        • Illustration of a man on sofa
          Report
          Telco transformed
          Get the report
        • Ilustration of a man on a sofa
          Guide
          The actionable guide to increasing customer loyalty with mobile messaging
          Get the guide
      • Connectivity
        • Numbers

          Find a number that meets all your business needs

          Toll Free 10DLC Short Codes

           

        • Number Porting

          Keep business continuity with successful and painless number porting

        • Number Lookup

          Engage the right customers, on the right numbers

        • Voice IP Exchange

          Enhancing your connectivity with rich voice and video

        • PSTN Connect

          Gain nationwide IP access with interconnectivity to a single network

        • Fax API

          Securely send and receive faxes at scale

          Cloud Business Fax

      • Use cases
        • Expand Your Global Presence

          Add international and toll-free numbers for inbound calling, 2-way calling and emergency assistance

        • Text Message Enable Numbers

          Send SMS and MMS messages from any local 10-digit or toll-free number with P2P capabilities rivaling wireless carriers

        • Support Your Business Growth

          Tie numbers to voice service, call center, messaging, IoT solutions, faxing and emergency services

      • Verification
        • Verification API

          Multi-factor authentication for secure signups and logins

        • Flash Call Verification

          The faster, more cost-efficient alternative to traditional SMS verification

        • Data Verification

          No PIN, zero-click verification with proven security

        • Phone Call Verification

          Universal verification for mobile and landline numbers

      • Use cases
        • Provide Security and Trust

          Enhance app security and protect customers' shared data with scalable multi-factor authentication solutions

        • Improve Acquisition

          Increase conversion rates in your signup flow with flexible and reliable phone number verification

        • Ensure Global Reach

          Use phone numbers as a global user identity with SIM-based verification methods

      • Featured Resources
        • Illustration of a woman
          White paper
          Two-factor authentication: Why SMS is here to stay
          Get the white paper
        • Illustration of a woman
          White paper
          Building a smooth, secure experience with SMS-based 2FA
          Get the white paper
      • Applications
        • Campaigns

          Scalable mobile marketing solutions for rich, personalized campaigns

        • Chatlayer

          Conversational AI chatbot and voicebot platform

        • Contact Pro

          Voice, video, chat, messaging, and email - all in one cloud contact center solution

        • Sinch Engage

          Sinch Engage Software-as-a-service solution to use instant messengers for marketing, support and sales in one platform

        • Mobility Clients & SDKs

          Build your own customized, feature-rich mobility solution with a easy to configure cloud softphone and SDK

      • Use cases
        • Conversational Marketing

          Engage customers with meaningful, real-time conversations

        • Conversational Customer Service

          Transform customer service with relationship-building conversations

        • Conversational Commerce

          Automate the customer journey and provide unified customer experience 

  • Solutions
    • Business
      • Enterprise

        Obtain all your cloud communications solutions through one provider

      • Communication Service Providers

        Accelerate your innovation and maintain your competitive edge with our comprehensive communication solutions

      • Operators

        Optimize your operations and remove the headache of network management

    • By Department
      • Marketing

        Wow your customers effortlessly with personalized messaging throughout the customer journey

      • Operations

        Boost operational efficiency and customer satisfaction with timely, relevant notifications

      • Customer Service

        Engage customers on their terms, on their channels. Our cloud-based communications platform brings your legacy support platform into the digital age!

    • By Industry
      • Financial Services
      • Retail
      • Healthcare
      • Media & Entertainment
      • Telecommunication
      • Travel & Transport
      • More
  • Partners
    • Partner Enablement

      Team up with us to optimize your solutions with conversational technology

    • Find a Partner

      Accelerate your digital transformation journey with a trusted partner

    • Integrations & Connectors

      Seamlessly integrate our solutions with your favorite existing tools

  • Operator
      • Enterprise revenue maximization

        Use the range of your network assets to create new services for enterprise

        • A2P Monetization

          Major revenue gains are waiting for you with SMS in the enterprise space

        • SMS Firewall

          Boost security and monetize enterprise messaging

        • Signaling Firewall

          Strengthen your network and protect your subscribers

      • Intelligent interconnect

        Secure profitability with essential interconnect services while moving to the all IP-world of your future network

        • SMS for Operators

          Global SMS interconnectivity made easy

        • SMS Select

          Safeguard SMS monetization and tighten up security

        • MMS for Operators

          Global MMS interconnectivity made easy

        • Messaging Proxy

          Increase revenue on legacy messaging services

        • IPX

          Our one-stop shop for global connectivity

      • 5G readiness

        Balance 5G's lmitless possibilities with a smooth transition from legacy technology

        • 5G Messaging

          Make the most of the bright future of SMS in 5G

        • Policy & Charging

          Define any mobile offering with powerful tools. Do it fast to stand out from the crowd

        • Value Added Services Platform

          Subscriber call connection and messaging taken care of. Your revenue and TCO optimized

      • SMS Transformation

        Simplify your SMS business, boost A2P messaging revenue, and cut costs with one unique solution

        • SMS Transformation

          Maximize the value of your SMS business

      • Featured Resources
        • illustration girl on phone with a computer in her lap
          White paper
          Signaling threats: SS7 and beyond
          Get the white paper
  • Developers
  • Insights
    • By Type
      • Blog

        Your go-to resource for expert tips and insights on mobile engagement

        Culture & Technology 

      • Customer stories

        Discover how we help brands increase customer engagement, satisfaction, and growth

      • Resources

        Our latest research, reports, white papers, and guides are all here for you to enjoy and learn

        CX Education podcast

      • Events & Webinars

        Take a look at the events we'll be attending and hosting over the next few months

        On-demand

      • News

        Press coverage and company announcements

      • All Insights
    • Column
      • By Topic
        • Fraud in business messaging
      • Featured Resources
        • Image of the CX retail report cover on a tablet
          Report
          What's in store? Rethinking CX for retail and e-commerce
          Get the report
        • Banking customer using mobile communication
          Report
          Bank to the Future: Rethinking CX for financial services
          Get the report
  • English
  • Spanish, Mexican
  • Portuguese, Brazil

Utility

  • Search
  • Support
    • About Us
    • Why Sinch?
    • Investors
    • News
    • Careers
    • Customer Dashboard
    • View all portals

CTA

  • Talk to an expert

CTA - Try for free

  • Try for free

Legal

  • DMCA
  • Messaging Compliance
    • Terms of Service
    • General Terms and Conditions
    • Messaging Supplemental Terms and Condition
    • SAAS Supplemental Terms and Conditions
    • Data Protection Agreement
    • Messaging Service Level Agreement (SLA)
    • Verification Supplemental Terms and Conditions
    • Email Supplemental Terms and Conditions
    • Sinch Modern Slavery Statement
    • Sinch Tax Policy
    • Legal Compliance
    • Privacy Policy
    • Cookie Statement
    • HIPAA
    • Sub-Processors
  • Contact Pro Supplemental
  • Customized Services Supplemental
Customized Services Supplemental

Customized Services Supplemental Terms and Conditions

SINCH and Customer have agreed that SINCH will provide to Customer certain Services as set out in the Statement of Work in Appendix 1 of the Order Form. These supplemental terms and conditions (“Customized Services Supplemental”) to the General Terms and Conditions for Sinch Services, as amended from time to time (the “GTC) for SINCH Products and Services shall apply to the Customized Services (collectively the “Agreement”) and not to any other SINCH product or service. In case of conflict, the terms of the Scope Document shall prevail over any Service Description.

1. DEFINITIONS

1.1 “Change Request” means a change request made in accordance with section 3 of this Customized Services Supplemental and in the form made available by SINCH from time to time or included in the Order Form.

1.2 “Confidential Information” means, with respect to Customer: (i) the Customer Data, (ii) Customer marketing and business requirements, and/or (iii) Customer financial information, and with respect to SINCH: (i) the Consulting Services, documentation, SINCH materials and Work Product and Deliverables, and (ii) information regarding SINCH research and development, product or services offerings, pricing and availability.

Confidential Information of either SINCH or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.

1.3 “Consultants” means employees of SINCH or its affiliates and third-party contractors which SINCH utilizes to provide Services to Customer.

1.4 “Customized Services” means the customization of services as defined in the Agreement in conjunction with the applicable Service Descriptions and as set out in the Statements of Work (“SOW”) in Appendix 1 of Order Form and/or Scope Documents.

1.5 “Deliverables” means those specific Work Products which are explicitly identified as a “Deliverable” under the applicable Order Form.

1.6 “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

1.7 “Material Defect” means the deliverables fail to substantially comply with the applicable and corresponding acceptance criteria for that Deliverable set forth in the Order Form.

1.8 “Scope Document” (or in some cases referred as “Statement of Work”) means the document that is provided with and becomes part of the Order Form and which defines sometimes in conjunction with a Service Description the Consulting Services to be provided.

1.9 “Service Description” means pre-defined descriptions of services available on request which in conjunction with a Scope Document defines the Customized Services to be provided and becomes part of the Order Form.

1.11 “Taxes” means federal, state or local sales, VAT, GST, foreign withholding, use, property, excise, service or similar taxes now or hereafter levied all of which shall be for Customer’s account.

1.12 “Work Product” means any work product or tangible results produced by or with SINCH, including works created for or in cooperation with Customer.

 

2. PROVISION OF CUSTOMIZED SERVICES

2.1 Personnel

SINCH will, at its sole discretion (i) select the Consultants to be deployed to deliver the Customized Services; and (ii) reserves the absolute right to replace any Consultant at any time with a Consultant having equivalent skills.

2.2 Replacement

If at any time Customer or SINCH is dissatisfied with the material performance of a Consultant or a Customer project team member, the dissatisfied party shall promptly report such dissatisfaction to the other party in writing and may request a replacement. The other party shall use its reasonable discretion in accomplishing any such change (which also, in the case of SINCH, shall be subject to staffing availability).

2.3 Delays

If the Customized Services, in whole or in part, cannot be provided by SINCH due to a Customer issue and/or Customer fails to provide SINCH with reasonable advance notice, the time spent by SINCH resources on such Customized Services will be charged to Customer.

2.3 Rights

Customer shall ensure to have all necessary license rights including third party license rights required to allow SINCH to perform the Customized Services. For avoidance of doubt, the Customer grants Sinch, free of charge and for the purposes of the performance of the Services, the right to use its brands, logos and distinctive marks for the duration of the Agreement. Authorised use shall include a limited right of reproduction and, to the extent necessary, modification or adaptation, of these brands, logos and distinctive marks for the purposes of executing the Service.

3. CHANGE REQUEST PROCEDURES

Either party can request changes to the Customized Services. SINCH is not required to perform under a Change Request prior to the execution by the parties of the applicable Change Request, in a written form to be decided on a case by case basis.

4. ACCEPTANCE AND DELIVERY

  1. Customized Services deliverables that require Customer acceptance as provided in the SOW, the Customer will have seven (7) days to review the deliverable(s) after completion of same, and either accept or reject the deliverable(s) by written notice to SINCH. If a deliverable is rejected, the written notice from Customer will specify any required changes, deficiencies, and/or additions necessary.  SINCH shall then have seven (7) days to revise the deliverable(s) to resubmit and/or complete the deliverable(s) for review and approval by Customer, who will then have seven (7) days to review and approve, or reject the deliverable(s); provided however, that SINCH shall not be responsible for any delays in the overall schedule that result from the Customer’s failure to timely approve or reject deliverable(s) as provided herein. Upon expiration of the applicable notice period or continued use of the Services beyond such date and/or failure to raise any objections, shall, in either case, delivery is deemed complete and accepted by Customer. Risk passes to Customer upon acceptance.
  2. Customized Services deliverable that does not require Customer acceptance as provided in the SOW, the completion of onboarding of Customer shall constitute deemed delivered to and acceptance by Customer. Risk passes to Customer upon acceptance.

5. TERM AND TERMINATION

5.1 Term

 The Customized Services shall be effective as of the Effective Date set forth in an applicable Order Form, and shall remain in effect until end of term or completion of the  Customized Services or is terminated earlier by either party in accordance with the applicable Agreement terms.

5.2 Termination for Convenience

The  Customized Services (excluding fixed price Customized Services) may be terminated by either party upon thirty (30) days’ prior written notice.

5.3 Effect of Termination

Customer shall be liable for payment of all costs, fees and expenses up to the effective date of termination for (i) any completed, partially completed or scheduled Customized Services from any phase or milestone (ii) any reasonable committed costs or expenses; (iii) any non- refundable travel costs including visa costs and related expenses.

All Confidential Information (excluding  Customized Services Deliverables) of the other party shall upon request of the other party be returned to the Disclosing Party or destroyed with certification of such destruction from an authorized individual.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All title to and rights in the Customized Services, Deliverables and Work Products, and all Intellectual Property Rights embodied therein, including techniques, knowledge or processes of the Customized Services and/or Deliverables (whether or not developed for Customer), shall be the sole and exclusively property of SINCH or its Affiliates. Customer agrees to execute and to ensure its third parties execute such documentation as reasonably necessary to secure SINCH’s or SINCH Affiliate’s title over such rights.

6.2 Provided that all amounts due under an Order Form are timely paid in full and all claims have been satisfied, Customer is granted a non-exclusive, non-transferable license for the duration of the term of the Order Form, so long as Customer complies with the terms of the relevant Order Form and the attachments thereto, including without limitation the General Terms and Conditions (collectively, the “Agreement”), and this Agreement, to use any Deliverables and Work Products provided to it by SINCH under the relevant Order Form under this Agreement in order to run Customer’s and its Affiliates’ internal business operations, and otherwise to the same extent as Customer is granted a license or right to use the SINCH service, software, documentation and SINCH Confidential Information in the Agreement.

6.3 Customer must immediately notify SINCH in writing if any third-party gains unauthorized access to SINCH proprietary materials or Confidential Information. Customer shall take all reasonable steps to stop such unauthorized access.

7. FEEDBACK

Customer may at its sole discretion, provide SINCH with input, comments or suggestions from Customer, regarding SINCH’s business and technology direction and/or the possible creation, modification, correction, improvement or enhancement of the software, products and/or services of SINCH, (collectively “Feedback”). Customer grants to SINCH and its Affiliates a non- exclusive, perpetual, irrevocable, worldwide, transferable, royalty-free license, with the right to sublicense through multiple tiers, to use, publish, disclose, perform, copy, make, have made, use, modify, create derivative works, distribute, sell, offer for sale and otherwise benefit from Feedback in any manner and via any media.

8. WARRANTY

8.1 Good industry practices

SINCH warrants that:

  1. The Customized Services will be performed in a professional workman-like manner by Consultants with the skills reasonably required for the  Customized Services; and
  2. for ninety (90) days following the provision of the Customized Services, the Deliverables will materially conform with the applicable specifications for that Deliverable. For clarity, the warranty period for Deliverables (if any) resulting from any subscription based Services will in no event exceed the termination date of the subscription based Services.

SINCH does not warrant error-free or uninterrupted operation of any Service or Deliverable or that SINCH will correct all non-conformities.

8.2 Notification

Customer shall notify SINCH within ninety (90) days of provision of the Services or Deliverable in writing of the alleged warranty breach and provide SINCH with a precise description of the problem and all relevant information reasonably necessary for SINCH in order to rectify such warranty breach.

8.3 Remedy

Provided Customer has notified SINCH in accordance with section 8.2 of a warranty breach and SINCH validates the existence of such warranty breach, SINCH will, at its option:

  1. re-perform the applicable Services or Deliverable;
  2. refund the fee paid or reallocate quota for the specific non-conforming Service or Deliverable.

This is Customer’s sole and exclusive remedy for a warranty breach.

8.4 Exclusions

This warranty shall not apply

  1. if the Deliverables are not used in accordance with any applicable documentation provided or
  2. if the alleged warranty breach is caused by a modification to the Deliverable, Customer or third-party software.

8.5 Disclaimer

SINCH and its licensors disclaim all warranties express or implied or statutory, including without limitation, any implied warranties of merchantability or fitness for a particular purpose except to the except to the extent that any warranties implied by law cannot be validly waived.

9. Customized Service and Support exclusions

The Customized Services and/or support do not include the following: 

  1. the correction of errors or defects caused by the unauthorised or incorrect use of the Services;
  2. the correction of errors or defects caused by the failure of Customer or its affiliates to comply with the Agreement;
  3. the errors or defects or correction of errors or defects caused in whole or in part by the use of either or both of:
  4. Customer’s hardware; or
  5. any changes or modification of the system or technology environment or infrastructure set out in the Statement of Work;
  6. any changes to usage, purpose or functions not identified or set out in the Statement of Work.
  7. Customer’s hardware maintenance; and
  8. monitoring the performance, operation and availability of the Services, such monitoring being solely the responsibility of Customer.

Without limiting to this clause, Customer acknowledges and agrees that SINCH shall not be responsible if the Services or any part thereof unable to integrate to Customer’s system and/or do not operate agreed Service Availability for any reasons outside the control of SINCH (including due to the failure of or interruption to communications links and the internet) and such operational failures will not be the responsibility of SINCH.

10. SUB-CONTRACTOR

SINCH may at its sole and absolute right to sub-contract any function or part of the Service it is obligated to provide hereunder, provided however that no such sub-contract shall relieve or discharge SINCH from any obligation or liability under this Agreement.

11. USE OF NAME, LOGO & TRADEMARK

During the term of Agreement, SINCH is authorized by Customer to use its logo, name, trade name, service mark, or trademark of Customer or its Affiliates, for any publicity, promotion and marketing that the Customer consented to in writing (such consent shall not be unreasonably withheld or delayed).

12. LIMITATION OF LIABILITY

The Customized Services shall be subject to the limitation of liability provision as set forth in the General Terms and Conditions (the “Agreement”), except that the following shall replace and supersede the section with respect to the liability cap as set forth in the Agreement: For any Customized Services provided under the Agreement, under no circumstances and regardless of the nature of any claim shall the maximum aggregate liability of either party (or their respective Affiliates or SINCH’s subcontractors) to the other or any other person or entity under or in connection with the Agreement, exceed the total fees paid for the applicable  Customized Services under the relevant Order Form or, in the case of Consulting Services which are subscription based or billed on a monthly or annual basis, the fees paid in the twelve (12) month period preceding the date of the incident giving rise to the liability.

13. NON-SOLICITATION

Neither party shall knowingly solicit or hire, the other party’s employees involved in the Customized Services during the term or for a period of six (6) months from the termination of the applicable Order Form, without the express written consent of the other party. This provision shall not restrict the right of either party to solicit or recruit generally in the media.

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