The terms contained in the Agreement and these Terms and Conditions initially capitalized are defined and have the meaning as set out in this Clause:
Agreement: each agreement entered into by and between Kantask and Client, including all associated Orders, to which these Terms and Conditions apply.
Applicable Law : (i) then-current national, local or other law, rule, regulation, enforceable regulatory guidance, order, judgment, decree, or ruling in any jurisdiction in which Customer accesses and uses the Kantask Platform and Services, including but not limited to Delaware regulations, the EU General Data Protection Regulations (GDPR), all of which that apply to providing or receiving the Service and/or End User Service in the country where the Service and/or the End User Service is delivered; and also (ii) all regulations, guidelines, conditions, policy rules and/or other requirements of Operators in the country where the Service and/or the End User Service is delivered.
Client: the Party with whom Kantask enters into this Agreement.
Client Materials: all information, data, content and other materials, in any form or medium, that is provided by or on behalf of Client through the Kantask Platform or to Kantask.
Kantask: the private corporation company, Kantask Inc.
Kantask IP: the Kantask Platform, the Service, all improvements, modifications or enhancements to, or derivative works of, the foregoing, and all Intellectual Property Rights in and to any of the foregoing.
Data Protection Laws: the data protection laws and regulations of the country in which Client is established and any Data Protection Laws applicable to Client and/or Kantask in connection with the Agreement.
Effective date: means the date on which a particular Agreement comes into effect, as reflected in an Order Form.
End User: a natural person or entity who is authorized by Client to make use of the Client’s End User Services.
End User Service: service provided by Client to its End Users, via the Kantask Platform.
Operator: a (mobile) electronic communications service provider that provides (wireless) voice and data communication and other related services to other Operators and/or for its subscribed end users.
Order: means an order placed by Client and accepted by Kantask for Services, which may be affected by way of a writing signed physically or electronically by the Parties or by way of Kantask’s website.
Order Form: means a document in physical or electronic form reflecting an Order, whether designated as an “Order”, “Statement of Work”, or otherwise, and will include, in all events, an Order effected through Kantask’s website.
Kantask Platform: the computing environment of Kantask designed to create the connection between an Operator network and the system of the Client.
Personal Data: any information relating to an identified or identifiable natural person (‘Data Subject’) that is Processed by Kantask in its role as Processor as part of providing the Service to Client under the Agreement.
Processing/to Process: any operation or set of operations which is performed on Personal Data, whether or not by automatic means, including collecting, accessing, storing, using, combining, transferring, disclosing or deleting of Personal Data.
Service: a service Kantask provides to the Client under the Agreement as expressly described in an Order Form.
Traffic: electronic communication and/or data traffic from and to a mobile telephone and/or fixed line, mobile device or online application. Such traffic includes without limitation SMS, MMS, Push, OTT, RCS, voice and/or data.
Working Day: Monday to Friday from 9.00 a.m. to 6.00 p.m. EasternTime (CE(S)T), excluding generally recognized public holidays in the USA.
If You do not agree to this Agreement, You must not use or access the Service Offering. If You are accepting this Agreement on behalf of an Organization (and not for You as individual), You represent and warrant that You have legal authority to bind that Organization, and You hereby enter into this Agreement on behalf of that Organization. “You” or “Your” means the entity accepting this Agreement and the individual accepting this Agreement on behalf of the entity.
By registering for or using the Service the Client agrees having read and fully understood the Agreement and having entered the Agreement and being bound by the terms in the Agreement. By entering the Agreement the Client states being at least 18 years of age and having adequate legal capacity to enter into the Agreement. The Client will use the Service only for lawful purposes, in accordance to the Agreement.
You may access and use the Service Offering for solely Your own benefit (or the benefit of Your Organization). To access the Service Offering, You must register for the Service Offering and set up an authorized Client Profile. You shall keep your Login Credentials confidential, ClientProfile accurate, complete and current as long as You continue to use the Service Offering. You agree and acknowledge that each Client will be identified by a Login Credentials and that Login Credentials may only be used by one (1) individual. You may not share Login Credentials with other users. You are responsible for any use that occurs under your Login Credentials. If You believe an unauthorized user has gained access to Your Login Credentials, You shall notify us immediately. Neither we nor our affiliates are responsible for any unauthorized access to or use of Your account.
All of the terms in the Agreement and on the Site including the pricing are subject to change by Kantask at any time without prior notification. Any such changes become effective immediately after being published by Kantask, on the Site.
Client shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by Client following such notification constitutes Client’s acceptance of the terms and conditions of this User Agreement as modified.
Kantask may change, suspend or discontinue the Services at any time, including the availability of any feature, or content. Kantask may also impose limits on certain features and services or restrict Client’s access to parts or all of the Services without notice or liability.
By continuing to use the Services after the terms in the Agreement or on the Website have been published the Client automatically agrees to being bound by such changed terms and pricing.
In order to use the Kantask Platform, the user must register and become a Client (“Client”). Membership requires that Client register on the Site (including by filling-out all required personal information). Client may opt out of marketing and promotional messages. User may cancel their membership at any time.
User may not select a sender name that is vulgar, offensive, obscene or attempts to impersonate another person. Client is solely responsible for the activity that occurs on account, and Client must keep its account password secure. Client must notify Kantask immediately of any breach of security or unauthorized use of its account. Although Kantask will not be liable for Client’s losses caused by any unauthorized use of Client account.
The Client is liable for any damages, losses or costs Kantask or any third party sustains as a result of 1) the Client using the Service, 2) a third party using the Service with the Client’s password, account name or account information.
The Client is to pay Kantask at the applicable rate (without limitation) for charges for all of the submitted messages, applied service fees and any applicable Value Added Tax.
Client may upgrade to a for-fee Plan at any time. Paid Clients, as Account Owners, may upgrade their Plan at any time, upon payment of additional license fees as set forth in Kantask’s then-current price list (or as otherwise set forth on the Pricing Page or communicated by email).
Unless otherwise agreed, all charges are payable in advance – the Client cannot use the Service until all due payments have been received by Kantask. The credit must be used within 6 months from the date of last credit purchase, otherwise credit is lost and the Client has no right to use the Services. Kantask holds the right not to refund payments made by Client in case Client violates this Agreement and/or Client account is terminated. Payment can be made by credit card. Other payment methods may be accepted at the sole discretion of Kantask.
Credit card information is neither visible nor accessible by Kantask. In case of credit card payments the Client will be directed to a secure environment provided by the credit card payment operator.
Credit card payments can only be cancelled via application to the bank which has issued the credit card. The application must in this case include the reason for cancelling the payment.
5. Prohibited use of service
Under any circumstances the Client shall not transmit any traffic, messages and data using the Kantask platform which:
- Are unsolicited, i.e. sending messages to recipients who have not explicitly requested to receive messages from the User,
- Contain content deemed illegal by the laws and/or the laws of the recipient’s country,
- Are unlawful, harassing, defamatory, abusive, indecent, threatening, harmful, vulgar, obscene, sexually orientated, racially offensive, profane, pornographic, abusive, misleading, threatening or otherwise intend to cause distress, annoyance, inconvenience, worry or upset to the recipient,
- Contain copyright trademarks or other intellectual property without the written permission of the holder of these rights,
- Is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data),
- May bring Kantask name into disrepute.
Violation of this Agreement will result in the termination of Clients account and the Agreement with the Client related to the account. Kantask also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for extended periods of time.
In the instance of any fines being levied against Kantask as a result of prohibited messages having been sent using the Service, the Client is responsible for sending such messages or owning the account used to send such messages is held liable to pay each fine in its entirety.
If the Client has breached any sub-clause of Clause 5, Kantask shall have the right to a) block User’s account and/or b) withhold and not to pay any and all unused money.
If the Operator, Supplier, a End User and/or other third party submits claims, pretensions or brings a claim related to any confirmations expressed by the Client and/or violations of the Client against Kantask, the Client shall (i) resolve such issues with the Operator, Supplier, the End User and/or the third party itself instead of Kantask, and (ii) at the first request made by Kantask, it shall cover all losses and expenses resulted from the Client’s action and caused to Kantask, int.al. but not limited to claims brought against Kantask on the basis of an agreement concluded between Kantask and the Operator, Supplier.
Any complaints, suggestions, applications related to SMS sent by the Client are examined by the Client. If a respective person has applied to Kantask, Kantask shall give the person a Client information, and/or the complaint shall be transferred to the Client and shall be examined by the Client.
Kantask makes no guarantees regarding the performance of the Service’s systems and those of the mobile operators.
This Agreement may be terminated with or without cause at any time by sending a written notice to Kantask. Kantask may investigate any activity that may violate this Agreement and may at any time in its sole discretion terminate this Agreement.
The material on the Site is provided “as is”, without any conditions, warranties or other terms of any kind.
7. Obligations and Security
7.1. Operators Acceptance. Client shall cooperate with Kantask and provide any information reasonably required for boarding and acceptance procedures of Operator(s). Without limitation, Client will provide Kantask the full name of its company, its address, company registration number and VAT number (if applicable) and the name of its director(s) / officer(s) authorized to sign the Agreement. Changes to these details must be submitted to Kantask in writing.
7.2. Your End Users. You are responsible for the content of Traffic sent by your End Users, the lawfulness of the Traffic and the identity of the relevant End User, including as to whether such End User has provided a valid consent to send and or receive Traffic, and guarantees that it complies with Applicable Law and does not infringe third-party rights. The Client will maintain up to date records of end user consent and provide these to Kantask upon request. You will not send any unsolicited traffic, nor other unethical, illegal, punishable or otherwise fraudulent or illicit traffic or content.
7.3 Operators and Authorities. Client acknowledges and agrees that Kantask may be obliged by Operators and/or competent authorities to provide the data of Client as described in the previous paragraph and the data of other parties that are being connected via Client. Client shall provide all such data requested by Kantask within three (3) Working Days.
7.4. Audit. Client shall cooperate with any audit which investigates whether the Client is acting in accordance with Applicable Law.
7.5. Third Party Content. As part of Your use of the Service Offering, You may be provided with access to Third Party Content under separate terms and/or with separate fees. We make this Third Party Content available on an “AS-IS” basis without indemnification or support and disclaim all warranties of any kind (including warranties of merchantability, fitness for a particular purposes, and non-infringement), express or implied. You are solely responsible for reviewing, accepting, and complying with any Third Party Terms and other restrictions applicable to the Third Party Content. All Third Party Terms are solely between You and the applicable third party. Kantask does not endorse or assume any responsibility for any Third Party Content. If You access or use any Third Party Content, You do so at Your own risk. You expressly relieve Kantask from any and all liability arising from Your use of any Third Party Content, and You agree that Kantask shall not be responsible for any loss or damage of any sort arising from or relating to Your use of any Third Party Content.
7.6. Access to Your Content. You are solely responsible for Your Content. We are only acting as a passive conduit for the online distribution and publication of Your Content. The Service Offering performs operations on, and distributes, Your Content. You and Your authorized users retain all of your respective rights, title and interest in and to Your Content. Our rights to access and use Your Content are limited to those expressly granted in this Agreement. No other rights with respect to Your Content are implied. In terms of applicable data privacy laws we are acting as a data processor on your (the data controller’s) behalf regarding your content to the extent it constitutes personal data as per the applicable privacy laws.
7.8. Transfer of Your Content. You consent that we may store Your Content in the United States or any other country in which we have a data center in our discretion. By uploading Your Content into the Service Offering, You may transfer and access Your Content from around the world, including to and from the United States. To the extent You provide Your Content in connection with customer support, You consent that we may handle Your Content in any country in which we or our agents maintain facilities. It is Your responsibility to ensure that You comply with applicable law when You transfer data across geographies.
User will indemnify and hold Kantask (and its affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of breach of this Agreement, or Users violation of any law or the rights of a third party.
9. Law and jurisdiction
The Agreement shall be governed by and construed in accordance with laws of Delaware, USA. Disputes arising in connection with the Agreement shall be subject to the exclusive jurisdiction of Delaware, USA.
Unless otherwise stated, the copyright and other intellectual property rights in all material on the Site (including without limitation photographs and graphical images) are owned by Kantask.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In Kantask sole discretion, Kantask may assign this Agreement upon notice to User. Headings are for reference purposes only and do not limit the scope or extent of such section.