Thank you for using RCS Business Messaging through VNS-RBM portal, a platform and associated software that enables businesses to reach their customers with rich conversations via the users' default carrier messaging apps (" RCS Business Messaging " or " RBM ").
(A) | These RCS Business Messaging Terms of Service (" RBM Terms ") are entered into by VIRTUOSO NETSOFT PVT LTD , and you (the entity agreeing to these terms). |
(B) | These RBM Terms form a binding agreement between the parties and are effective as of the earliest date you clicked to accept these RBM Terms or used RCS Business Messaging. If an individual is accepting on your behalf such individual represents and warrants that: (i) such individual has full legal authority to bind you to these RBM Terms; (ii) the individual has read and understands these RBM Terms; and (iii) the individual agrees, on your behalf, to these RBM Terms. These RBM Terms govern your access to and use of RCS Business Messaging. |
(C) | By accepting these RBM Terms, you are agreeing to guidelines provided under VNS-RBM APIs document for purposes of sending traffic for RCS Business Messaging. |
(D) | Additionally, you may have access to other tools and services provided by VNS or its affiliates. Any use of such tools and services may be subject to separate terms and conditions. |
(E) | We may refer to VIRTUOSO NETSOFT PVT LTD as " VNS ", " we ", " our ", or " us " in these RBM Terms. VNS may use its affiliates in connection with the performance of its obligations and exercise of its rights under these RBM Terms. |
(F) | These RBM Terms apply to you, your agents, the service provider(s) you work with, and both your and their employees, representatives, agents, and suppliers (collectively " you " or " Company "). |
1. Applicable Terms; Modifications |
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1.1 | Incorporation by Reference. To the extent applicable, the following terms are incorporated by reference into these RBM Terms: |
(a)
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Acceptance of Jibe TOS. The Jibe TOS will apply to and are deemed part of these RBM Terms https://developers.google.com/rcs-business-messaging/support/tos/ (or such other URL), as may be updated by Jibe from time to time. |
(b)
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Acceptable Use Policy. All of your products, services, or materials integrated with or used in conjunction with RCS Business Messaging must comply with the Acceptable Use Policy at https://developers.google.com/business-communications/support/aup (or such other URL as we may provide) (“Acceptable Use Policy”). |
(c)
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Scope
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1.2 | Entire Agreement; All other Terms are Void. These RBM Terms are the entire agreement between you and VNS relating to its subject and supersede any prior or contemporaneous agreements on that subject (including any previously executed early access agreement). We object to any additional or different terms in your terms of service or other documents, including any of your API terms of service. Those other terms of service and documents will be considered material alterations to these RBM Terms and are void. |
1.3 | Modifications to these RBM Terms. VNS may make changes to these RBM Terms (including the Policies (as defined below), including any terms relating pricing or payment from time to time. Unless otherwise noted by VNS, material changes to these RBM Terms will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If you do not agree to the revised RBM Terms, please stop using RCS Business Messaging. VNS will post any modification to these RBM Terms to the Terms URL. |
2. Definitions |
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2.1 | "including" means "including but not limited to". |
2.2 | " Your Content " means all content made available by you to VNS through RCS Business Messaging including and in connection with your RBM agent(s), including the developer console, APIs, SDKs, and tools that enable RCS Business Messaging. For clarity, “Your Content” includes all content made available by any third party that you approve or otherwise authorize to use RCS Business Messaging under these RBM Terms. |
2.3 | " Your Services " means (a) your products, services, and technology (including Your Content) that you make available, integrate, or use in conjunction with RCS Business Messaging; and (b) the products, services, and destinations to which you direct users through your RBM agent. For clarity, “Your Services” includes all products, services, and technology made available, integrated, or used in conjunction with RCS Business Messaging by any third party that you approve or otherwise authorize to use RCS Business Messaging under these RBM Terms. |
2.4 | Any examples in these RBM Terms are illustrative and not the sole examples of a particular concept. |
3. RCS Business Messaging |
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3.1 | Modification. VNS may modify, deprecate, suspend, or discontinue RCS Business Messaging, or any of its features, at any time. |
3.2 | Beta Features. Some features of RCS Business Messaging are identified as "Beta" or otherwise unsupported or confidential (collectively, " Beta Features "). You may not disclose the terms or existence of any non-public Beta Features. |
3.3 | Minimum Requirements. |
(a)
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Compliance.
In order to use RCS Business Messaging, you and your service providers and agents must comply with any applicable requirements described in the Acceptable Use Policy and any other policies provided to you by VNS or VNS’s affiliates, including the Communication Services (as defined in the Acceptable Use Policy) policies (the "
Policies
"). In addition:
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(b)
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Cooperation; Right to Review Spam Activity. You will cooperate if VNS or its partners seek to gather information about you or Your Services to verify identity, confirm compliance with requirements, for quality assurance purposes, or as required to operate RCS Business Messaging. You hereby permit VNS to review your activity (including any activity of your RBM agents) and/or end user spam reports associated with your activity, and agree to provide reasonable assistance to VNS in this regard. |
(c)
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Privacy; Your Terms. You will obtain and maintain any required consents necessary to permit the processing of personal data under these RBM Terms. You will present or make available to each end user (in relation to RCS Business Messaging) an accurate, legally compliant, privacy policy and terms of service for your services associated with RCS Business Messaging, including your RBM agents. Such privacy policy and/or terms of service must (i) ensure the end user authorizes VNS to conduct the data processing activities contemplated under these RBM Terms; and (ii) not conflict with or supersede these RBM Terms in any way. |
3.4 | Prohibited Actions. In connection with RCS Business Messaging, you will not, and will not authorize any third party to: |
(a)
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generate automated, fraudulent or otherwise invalid activity (including queries, clicks or conversions); |
(b)
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conceal ad- or transaction-related activity that must be disclosed; |
(c)
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attempt to interfere with the proper functioning of RCS Business Messaging; |
(d)
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collect or use personal and confidential information, such as national identification number or social security number, payment and financial data (e.g., credit card and bank account numbers), log-in credentials, passwords, or answers to security questions, provided that the foregoing does not exclude the use of two factor authentication or provision of single use passwords with end user consent in compliance with applicable law; |
(e)
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use any information about users' online or offline state for any reason except to directly provide the services to the user, and under no circumstances in a manner that may surprise or disturb a user (including sending a promotion or advertisement based on them coming back online); or |
(f)
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use or share user data without specific user consent for the specific use of that data. |
3.5 | Research and Testing; Reports. |
(a)
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To improve RCS Business Messaging, you authorize VNS to periodically conduct research and tests that may affect your use of RCS Business Messaging, including sounds, appearances, disclosures, labeling, formatting, size, placement, performance, pricing, and other adjustments. To ensure the timeliness and/or validity of test results, you authorize VNS to conduct such research and tests without notice or compensation to you. |
(b)
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VNS may, from time to time, require that you provide reports or other aggregated statistical information relating to your parallel (or similar) non-RBM messaging campaigns, for the purposes of enabling VNS to better understand, and improve, the efficacy of RCS Business Messaging. |
3.6 | Instruction to Send and Receive Messages. |
(a)
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In connection with your use of RCS Business Messaging to contact and/or message end users based on phone number and/or by providing any mobile or other telephone number to VNS in connection with RCS Business Messaging, you: (i) represent and warrant that you have been duly authorized by the subscriber of record to contact and/or message that telephone number, and (ii) expressly instruct and authorize VNS and its representatives to send messages (e.g., SMS, MMS, RCS messages) to that telephone number on your behalf in connection with RCS Business Messaging. |
(b)
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Standard message and data rates may apply to the sending or receipt of VNS messages by you and/or end users. |
3.7 |
Instruction to Provide Billing Information to Third Parties.
VNS may provide summary billing information and/or record level detail to third parties for billing purposes (e.g., telecommunications carriers and/or their affiliates) related to the use of RCS Business Messaging by you and/or your end users, as further described here (as amended by VNS from time to time). By using RCS Business Messaging, you (i) represent and warrant that you have been duly authorized by the subscriber of record to provide such information, and (ii) expressly instruct and authorize VNS and its representatives to provide such information on your behalf in connection with RCS Business Messaging. |
3.8 | Suspension of services. |
(a)
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VNS has the right to suspend the RBM access provided to COMPANY at any point of time without liability and prior notice where it considers there is a requirement to do so. |
(b)
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VNS may without liability at any time and with immediate effect suspend part or all of the operation of RBM where:
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4. Resale Right; Rights Reserved |
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4.1 | Resale Right. You may resell access and use of RCS Business Messaging to third parties with whom you have a written agreement that is no less protective of VNS, VNS's affiliates, and RCS Business Messaging, than as set forth in these RBM Terms. For clarity, you will remain liable for the acts and omissions of such third parties. |
4.2 | Rights Reserved. You acknowledge that VNS may, at any time, in accordance with Section 1.4, update these RBM Terms and charge fees for using and/or reselling RCS Business Messaging. |
5. Your Services |
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5.1 | Authorization to Use Your Services. To participate in RCS Business Messaging, you authorize VNS and its affiliates to: |
(a)
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access Your Services and include them in the RCS Business Messaging platform; |
(b)
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distribute Your Services as part of RCS Business Messaging through any VNS, VNS-affiliated, or third party product or service (including VNS products and services made available on, or integrated with, third-party devices and interfaces); |
(c)
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format or modify Your Content as necessary for proper functionality with RCS Business Messaging; |
(d)
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use Your Content to provide and improve the RCS Business Messaging platform and related products and services; and |
(e)
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use and disclose information relating to Your Services, including to: (i meet any applicable legal obligation, including enforceable government requests; (ii) enforce these RBM Terms and investigate potential violations; (iii) detect, prevent, review or otherwise address abuse, fraud, security or technical issues; or (iv) protect against harm to the rights, property, or safety of VNS, our users, or the public as required or permitted by law. |
5.2 | Your Responsibilities. You are solely responsible for: |
(a)
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Your Services, including any reselling of RCS Business Messaging, including customer service and claims, and communications and reporting among the individuals and entities involved in providing Your Services; |
(b)
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settings and other decisions you make through the RCS Business Messaging developer console, including those where you were assisted by any VNS-provided features (" Settings "); and |
(c)
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your use of RCS Business Messaging (including your safeguarding of accounts, usernames, and passwords). |
6. Representations and WarrantiesYou represent and warrant that: |
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6.1 | Rights in Your Content and Your Services. You have and will retain all necessary rights to grant the licenses in these RBM Terms and to provide Your Services through RCS Business Messaging; |
6.2 | Accurate Information. All information, authorizations, and Settings you provide are complete, correct, and current; |
6.3 | No Deceptive Practices. You will not engage in deceptive, misleading, and/or unethical practices in connection with Your Services or their promotion and will make no false or misleading representations with regard to VNS or its products or services; |
6.4 | Compliance with Laws. You will comply with all applicable laws, rules, and regulations in connection with RCS Business Messaging (including any applicable opt-in/opt-out messaging requirements); and |
6.5 | Authorization to Act. You are authorized to act on behalf of, have bound to these RBM Terms, and will be liable under these RBM Terms for, each individual or entity involved in Your Services. |
7. DisclaimersThe following disclaimers apply in addition to those in the General API Terms: TO THE FULLEST EXTENT PERMITTED BY LAW, RCS BUSINESS MESSAGING IS PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS," AND YOU USE IT (INCLUDING ITS DEVELOPER CONSOLE) AT YOUR (AND ANY SERVICE PROVIDER'S) OWN RISK. NONE OF VNS, ITS AFFILIATES, OR ITS PARTNERS MAKE ANY WARRANTY OR GUARANTEE IN CONNECTION WITH RCS BUSINESS MESSAGING OR RESULTS FROM RCS BUSINESS MESSAGING. VNS MAKES NO PROMISE TO INFORM YOU OF DEFECTS OR ERRORS. |
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8. Defense and Indemnity
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9. Limitations of Liability
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10. RCS Ecosystem ProtectionTo the maximum extent permitted by applicable law, you agree that, during the effective period of these RBM Terms, you will not assert a patent infringement claim based on or arising from: (i) RCS Business Messaging, (ii) any RBM agents developed by VNS, a VNS affiliate, or any third party for use in connection with RCS Business Messaging, or (iii) any messaging platform products and services used, created, provided or distributed by VNS or a VNS affiliate, against VNS, a VNS affiliate, or any other entity that has also entered into an agreement with VNS or a VNS affiliate in connection with RCS Business Messaging, or any messaging platform products and services used, created, provided or distributed by VNS or its affiliates. Any breach of this Section 10 will be deemed a material breach of these RBM Terms. Upon breach of this Section 10 all rights and licenses granted hereunder by VNS will immediately cease. For the avoidance of doubt, nothing in these RBM Terms prejudices your right (or the right of your affiliates) to challenge the validity, essentiality and infringement of any patents, the use of which is essential for compliance with any technical standards. |
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11. Data ProcessingWhen personal data from outside the European Union is processed by VNS on your behalf: |
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11.1 | You will obtain and maintain any required consents necessary to (i) permit the access, storage, and processing of end user data by VNS in connection with RBM, and (ii) permit the access, processing and storage of your data provided to VNS, in each case for the purpose of providing and improving RBM. |
11.2 | You acknowledge that VNS is a data processor, and VNS may, and you hereby instruct VNS to, access, store, or use your data or end user data in order to provide and improve RBM. |
11.3 | VNS reserves the right to review your data and end user data for ensuring your compliance with these RBM Terms. |
11.4 | VNS may process, cache, and store your data and end user data anywhere VNS or its affiliates maintain facilities. |
11.5 | If you are or become a “Covered Entity” or “Business Associate”, as defined in the Health Insurance Portability and Accountability Act of 1996 (as it may be amended from time to time) (“HIPAA”), you will not use RBM for any purpose or in any manner involving “Protected Health Information”, as defined in HIPAA, unless you have received prior written consent to use such from VNS. |
12. Confidentiality and PR |
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12.1 | Definition. "Confidential Information" means information that one party (or an affiliate) discloses to the other party under these RBM Terms, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party. |
12.2 |
Confidentiality Obligations.
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12.3 | Publicity. Except as set out in Section 12.2 (Confidentiality Obligations), neither party may make any public statement regarding these RBM Terms without the other's written approval. Subject to your prior approval of the specific text (not to be unreasonably withheld), you agree to participate in industry announcements regarding RBM and RCS. |