Legal Docs
Last Updated On: March 1st, 2024
These Terms of Service Effective on April 10th, 2024, if you create your account or accepted otherwise or otherwise agreed to them on or after March 1st, 2024. Please note, that this document is updated from time to time and we always give a thirty (30) day notice prior to any upcoming changes in this document.
These Terms of Service Effective on April 10th, 2024, if you create your account or accepted otherwise or otherwise agreed to them on or after March 1st, 2024. Please note, that this document is updated from time to time and we always give a thirty (30) day notice prior to any upcoming changes in this document.
Please note, that while we are in "alpha" or "beta" release there are no guarantees of anything. We HIGHLY recommend against using any of our applications until they are in a full "Build Release" status of 1.0.0 or greater.
Index
- Definitions
- Platform Services
- Credits, Payments, and Refunds
- Ownership, Subscriber Data, and Confidentiality
- Representations, Warranties, and Disclaimer
- Mutual Indemnification
- Limitation of Liability
- Term, Termination, and Survival
- General Terms
- Copyrights, Provider Agreements, and 3rd Party Software
It is important to fully review, understand, and research our terms of service before using the Ethlos Platform. If you do not agree to all the terms and conditions of this “Master Subscriber Agreement”, you should not subscribe to any of our services or create an account. All terms below are legally binding.
Our services are generally intended for business or professional use only in connection with an individual's trade, craft, or profession and the operation of said business.
General Disclaimer: Ethlos may update the terms of this AGreement from time to time. Ethlos will provide you with a written notice in the form of an email to the email address held on file with the primary workspace owner. This notice will be issued no less than thirty (30) days before said changes are to take effect.
After the updated Master Subscriber Agreement ( “MSA” ) has been updated, your continued use of the Ethlos platform constitutes your understanding of the changes and your agreement to them. You hereby further agree and understand that reviewing this MSA from time to time is your responsibility to ensure your compliance with the updated MSA.
If you reassign any part of your account, such as account billing, for the purposes of administration, or to a third-party, or any other entity, you, as the account holder, are still liable for the content produced or engaged with that occurs across your workspace.
Our services are generally intended for business or professional use only in connection with an individual's trade, craft, or profession and the operation of said business.
General Disclaimer: Ethlos may update the terms of this AGreement from time to time. Ethlos will provide you with a written notice in the form of an email to the email address held on file with the primary workspace owner. This notice will be issued no less than thirty (30) days before said changes are to take effect.
After the updated Master Subscriber Agreement ( “MSA” ) has been updated, your continued use of the Ethlos platform constitutes your understanding of the changes and your agreement to them. You hereby further agree and understand that reviewing this MSA from time to time is your responsibility to ensure your compliance with the updated MSA.
If you reassign any part of your account, such as account billing, for the purposes of administration, or to a third-party, or any other entity, you, as the account holder, are still liable for the content produced or engaged with that occurs across your workspace.
1. Definitions - The terms below are specifically defined and have specific meanings with regards to this MSA. Please make not of them so that you have a clear understanding of their meaning.
“Beta Offerings” means Services that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services offered by Ethlos.
“Subscriber Data” means data and other information made available by you to Ethlos in connection with the use of your Services under this MSA.
“Subscriber Services” means any software application or other products and services provided by you and used in connection with your use of the Services under this MSA. If applicable, Subscriber Services includes sources from which you choose to retrieve Subscriber Data and destinations to which you choose to transmit Subscriber Data using the Services.
"Service Fees" means fees assessed for voice minutes, texts sent or received, or chat services consumed. These fees are above and beyond "Platform Services" plan subscription fees as laid out in Section 2 below.
“Beta Offerings” means Services that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services offered by Ethlos.
“Subscriber Data” means data and other information made available by you to Ethlos in connection with the use of your Services under this MSA.
“Subscriber Services” means any software application or other products and services provided by you and used in connection with your use of the Services under this MSA. If applicable, Subscriber Services includes sources from which you choose to retrieve Subscriber Data and destinations to which you choose to transmit Subscriber Data using the Services.
"Service Fees" means fees assessed for voice minutes, texts sent or received, or chat services consumed. These fees are above and beyond "Platform Services" plan subscription fees as laid out in Section 2 below.
2. Platform Services - Platform services are the four software packages that make up the Ethlos Platform. Which are Voice, Text, Chat, and Combo. Each of our platform services are accessed directly using our native web browser which utilizes a fully responsible "mobile first design. Your monthly subscription fee for platform services are completely separate charges from service fees.
2.1 - Provisioning of Services. Ethlos will; (a) provide access to the Platform Services to you pursuant to this Agreement, the applicable Documentation, and any applicable Order From(s); (b) comply with the Ethlos SLA; (c) comply with the security terms for the Platform Services as set forth in the Ethlos Security Overview; (d) provide the Platform services in accordance with laws applications to Ethlos' provisioning of the Platform Services to its subscribers generally (i.e., without regard for your particular use of the Platform Services), subject to your use of the Services in accordance with this Agreement, (e) make commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete Malicious Code; (f) if applicable, use trained, qualified personnel to provide the Platform Services; and (g) use commercially reasonable efforts to provide you with the applicable support for the Platform Services as described in the Support Terms.
2.2 Customer Responsibilities. You will: (a) be solely responsible for all use of the Platform Services and Documentation under your account and the Subscriber Services; (b) not transfer, resell, lease, license, or otherwise make available the Platform Services to third parties (except to make the Platform Services available to your End Users) or offer them on a standalone basis; (c) use the Platform Services only in accordance with this Agreement, the Ethlos Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of your End Users, including their compliance with this Agreement, the Ethlos Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform Services and notify Ethlos promptly of any such unauthorized access or use; (f) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and (g) comply with your representations and warranties set forth in Section 5 (Representations, Warranties, and Disclaimer).
2.3 Suspension of Services. Ethlos may suspend the Platform Services upon written notice to you if Ethlos, in good faith, determines: (a) that you or your End Users materially breach (or Ethlos, in good faith, believes that you or your End Users have materially breached) the Ethlos Acceptable Use Policy; (b) there is an unusual and material spike or increase in your use of the Platform Services and that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Platform Services; (c) that its provision of the Platform Services is prohibited by applicable law or regulation; (d) there is any use of the Services by you or your End Users that threatens the security, integrity, or availability of the Platform Services; or (e) that information in your account is untrue, inaccurate, or incomplete. You remain responsible for the Fees (as defined in Section 3.3 (Payment Terms)).
2.4 Changes to the Services. You acknowledge that the features and functions of the Services may change over time; provided, however, Ethlos will not materially decrease the overall functionality of the Platform Services. It is your responsibility to ensure the Subscriber Services are compatible with the Platform Services. Ethlos endeavors to avoid changes to the Platform Services that are not backwards compatible, however, if any such changes become necessary, Ethlos will use commercially reasonable efforts to notify you at least sixty (60) days prior to implementation. In the event Ethlos makes a non-backwards compatible change to certain Platform Services and such change materially and negatively impacts your use of the Platform Services (“Adverse Change”), (a) you will notify Ethlos of the Adverse Change and (b) Ethlos may agree to work with you to resolve or otherwise address the Adverse Change, except where Ethlos, in its sole discretion, has determined that an Adverse Change is required for security reasons, by telecommunications providers, or to comply with applicable law or regulation.
2.5 Beta Offerings. From time to time, Ethlos may make available Beta Offerings. You may, in your sole discretion, choose to use a Beta Offering. Ethlos may discontinue a Beta Offering at any time, in its sole discretion, or decide not to make a Beta Offering generally available. To the extent you use any Beta Offerings that are only made available to a limited number of subscribers on an invitation basis in a non-public or private manner (collectively, "Private Beta Offerings"), the additional terms in Section 10.1 (Private Beta Offerings) apply to you.
2.6 Ethlos Applications. Platform services are defined as the services listed below. All applications are still fully subject to this Agreement, our Accetable Use Policy, and our Anti-SPAM policy.
2.1 - Provisioning of Services. Ethlos will; (a) provide access to the Platform Services to you pursuant to this Agreement, the applicable Documentation, and any applicable Order From(s); (b) comply with the Ethlos SLA; (c) comply with the security terms for the Platform Services as set forth in the Ethlos Security Overview; (d) provide the Platform services in accordance with laws applications to Ethlos' provisioning of the Platform Services to its subscribers generally (i.e., without regard for your particular use of the Platform Services), subject to your use of the Services in accordance with this Agreement, (e) make commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete Malicious Code; (f) if applicable, use trained, qualified personnel to provide the Platform Services; and (g) use commercially reasonable efforts to provide you with the applicable support for the Platform Services as described in the Support Terms.
2.2 Customer Responsibilities. You will: (a) be solely responsible for all use of the Platform Services and Documentation under your account and the Subscriber Services; (b) not transfer, resell, lease, license, or otherwise make available the Platform Services to third parties (except to make the Platform Services available to your End Users) or offer them on a standalone basis; (c) use the Platform Services only in accordance with this Agreement, the Ethlos Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of your End Users, including their compliance with this Agreement, the Ethlos Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform Services and notify Ethlos promptly of any such unauthorized access or use; (f) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and (g) comply with your representations and warranties set forth in Section 5 (Representations, Warranties, and Disclaimer).
2.3 Suspension of Services. Ethlos may suspend the Platform Services upon written notice to you if Ethlos, in good faith, determines: (a) that you or your End Users materially breach (or Ethlos, in good faith, believes that you or your End Users have materially breached) the Ethlos Acceptable Use Policy; (b) there is an unusual and material spike or increase in your use of the Platform Services and that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Platform Services; (c) that its provision of the Platform Services is prohibited by applicable law or regulation; (d) there is any use of the Services by you or your End Users that threatens the security, integrity, or availability of the Platform Services; or (e) that information in your account is untrue, inaccurate, or incomplete. You remain responsible for the Fees (as defined in Section 3.3 (Payment Terms)).
2.4 Changes to the Services. You acknowledge that the features and functions of the Services may change over time; provided, however, Ethlos will not materially decrease the overall functionality of the Platform Services. It is your responsibility to ensure the Subscriber Services are compatible with the Platform Services. Ethlos endeavors to avoid changes to the Platform Services that are not backwards compatible, however, if any such changes become necessary, Ethlos will use commercially reasonable efforts to notify you at least sixty (60) days prior to implementation. In the event Ethlos makes a non-backwards compatible change to certain Platform Services and such change materially and negatively impacts your use of the Platform Services (“Adverse Change”), (a) you will notify Ethlos of the Adverse Change and (b) Ethlos may agree to work with you to resolve or otherwise address the Adverse Change, except where Ethlos, in its sole discretion, has determined that an Adverse Change is required for security reasons, by telecommunications providers, or to comply with applicable law or regulation.
2.5 Beta Offerings. From time to time, Ethlos may make available Beta Offerings. You may, in your sole discretion, choose to use a Beta Offering. Ethlos may discontinue a Beta Offering at any time, in its sole discretion, or decide not to make a Beta Offering generally available. To the extent you use any Beta Offerings that are only made available to a limited number of subscribers on an invitation basis in a non-public or private manner (collectively, "Private Beta Offerings"), the additional terms in Section 10.1 (Private Beta Offerings) apply to you.
2.6 Ethlos Applications. Platform services are defined as the services listed below. All applications are still fully subject to this Agreement, our Accetable Use Policy, and our Anti-SPAM policy.
- Voice App - The Voice App allows you connect your phone service provider to your workspace in order to make and receive phone calls, receive and store voicemails, and making available monitoring services for voice calls taking place within a given workspace.
- Text App - The Text App allows you to connect your phone service provider to your workspace in order to make and receive SMS/MMS texts, send outgoing CRM App notifications (if a CRM App integration service is activated on the workspace), sending authorization texts, and sending and receiving texts for Opting-In/Opting-Out.
- Chat App - The Chat App allows you to connect your chat service providers to your workspace in order to engage in multi-channel and "omni-channel" communication.
- Combo App - The Combo App allows for all functions of the other three apps in addition to features specifically only available with a Combo App Subscription. AI Functions under this application are subject to Combo App & AI Acceptable Use Policy.
3. Credits, Taxes, Payments, and Refunds
3.1 Fees. You agree to pay the fees set forth in the applicable Order Form(s). If you use any Platform Services not set forth in the applicable Order Form(s), you will be charged the applicable rates available at https://www.ethlos.com/pricing.
3.2 Taxes and Communications Surcharges
3.2.1 Taxes. All fees are exclusive of any applicable taxes, levies, duties, or other similar extractions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes in connection with this Agreement, excluding any taxes based on Ethlos’s net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to Ethlos, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by Ethlos. You will provide Ethlos with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on a monthly statement.
3.2.2 Communications Charges. If applicable, all fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “Communications Surcharges”). You will pay all Communications Surcharges in connection with your use of the Services. Communications Surcharges will be shown as a separate line item on an invoice. You will pay all costs, fines, or penalties that are imposed on Twilio by a government or regulatory body or a telecommunications provider as a result of your or your End Users’ use of the Services.
3.2.3 Exemption. If you are exempt from paying certain Taxes or Communications Surcharges, you will provide the necessary exemption information as requested by Twilio or a valid exemption certificate issued by the appropriate authority via e-mail to taxforms@ethlos.com. You will be exempt on a going-forward basis once Ethlos has approved your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes or Communications Surcharges, you will promptly pay such Taxes or Communications Surcharges to Ethlos, plus any applicable interest or penalties.
3.3 Payment Terms. Except as otherwise expressly set forth herein, payment obligations are non-cancelable and fees, Taxes, and Communications Surcharges (collectively, “Fees”), once paid, are non-refundable. Except as otherwise set forth in the applicable Order Form(s) and subject to Section 3.3.3 (Payment Disputes), You will pay the Fees due hereunder in accordance with the following applicable payment methods;
Regardless of Payment Method selected, if you add funds to your account and use such funds to pay the Fees due, you are responsbile for ensuring such funds cover the Fees due. If your account does not have sufcient funds to or your payment method fails or declines a charge for the Fees due, Ethlos may suspend the provision and access of the Platform Services and your workspace until the Fees due are paid in full. You will be prohibited from viewing, receiving, sending, or interacting with any portion of your Platform Services or access to the Ethlos API until all Fees are paid in full.
3.3.4 Resale of Platform Services. Resale of Ethlos Platform Services, access to the Ethlos API, or any other Ethlos service is strictly forbidden under a standard access workspace account. We do have a reseller program and it is subject to its own Terms of Service and General Conditions. This Agreement does not apply to resellers in any part, or in whole.
3.1 Fees. You agree to pay the fees set forth in the applicable Order Form(s). If you use any Platform Services not set forth in the applicable Order Form(s), you will be charged the applicable rates available at https://www.ethlos.com/pricing.
3.2 Taxes and Communications Surcharges
3.2.1 Taxes. All fees are exclusive of any applicable taxes, levies, duties, or other similar extractions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes in connection with this Agreement, excluding any taxes based on Ethlos’s net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to Ethlos, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by Ethlos. You will provide Ethlos with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on a monthly statement.
3.2.2 Communications Charges. If applicable, all fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “Communications Surcharges”). You will pay all Communications Surcharges in connection with your use of the Services. Communications Surcharges will be shown as a separate line item on an invoice. You will pay all costs, fines, or penalties that are imposed on Twilio by a government or regulatory body or a telecommunications provider as a result of your or your End Users’ use of the Services.
3.2.3 Exemption. If you are exempt from paying certain Taxes or Communications Surcharges, you will provide the necessary exemption information as requested by Twilio or a valid exemption certificate issued by the appropriate authority via e-mail to taxforms@ethlos.com. You will be exempt on a going-forward basis once Ethlos has approved your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes or Communications Surcharges, you will promptly pay such Taxes or Communications Surcharges to Ethlos, plus any applicable interest or penalties.
3.3 Payment Terms. Except as otherwise expressly set forth herein, payment obligations are non-cancelable and fees, Taxes, and Communications Surcharges (collectively, “Fees”), once paid, are non-refundable. Except as otherwise set forth in the applicable Order Form(s) and subject to Section 3.3.3 (Payment Disputes), You will pay the Fees due hereunder in accordance with the following applicable payment methods;
Regardless of Payment Method selected, if you add funds to your account and use such funds to pay the Fees due, you are responsbile for ensuring such funds cover the Fees due. If your account does not have sufcient funds to or your payment method fails or declines a charge for the Fees due, Ethlos may suspend the provision and access of the Platform Services and your workspace until the Fees due are paid in full. You will be prohibited from viewing, receiving, sending, or interacting with any portion of your Platform Services or access to the Ethlos API until all Fees are paid in full.
- Credit/Debit Card - When using an accepted credit or debit card a convenience fee of 3% is added to the total amount billed at the time the payment or transaction is made.
- ACH Debit (aka, "e-check") - When using an accepted bank account a convenience fee of 2.5% is added to the total amount billed at the time the payment or transaction is made.
- PayPal - When using an accepted and valid PayPal account a convenience fee of 3% is added to the total amount billed at the time the payment or transaction is made. If you do not have enough funds in your PayPal account draws funds from any of your funding sources attached to PayPal, you alone are liable for those fees.
- Crypto - When using a valid and verifed Crypto Wallet, we do not assess any fee for this method of payment.
3.3.4 Resale of Platform Services. Resale of Ethlos Platform Services, access to the Ethlos API, or any other Ethlos service is strictly forbidden under a standard access workspace account. We do have a reseller program and it is subject to its own Terms of Service and General Conditions. This Agreement does not apply to resellers in any part, or in whole.
4. Ownership, Subscriber Data, and Confidentiality
4.1 Ownership Rights. As between the parties, Ethlos exclusively owns and reserves all right, title, and interest in and to the Platform Services, the Documentation, Ethlos' Confidential Information (as defined in Section 4.3.1 (Definition)), Platform Service Usage Data, and any feedback or suggestions you or your End Users provide regarding the Platform Services. As between the parties, you exclusively own and reserve all right, title, and interest in and to the Subscriber Services, your Confidential Information, and Subscriber Data, subject to Ethlos' rights to process Subscriber Data in accordance with this Agreement.
4.2 Subscriber Data. You grant Ethlos and its Affiliates the right to process Subscriber Data as necessary to provide the Platform Services in a manner that is consistent with this Agreement and the Ethlos Data Protection Addendum. You are responsible for the quality and integrity of Subscriber Data.
4.3 Confidentiality
4.3.1 Definition. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, this Agreement, Order Form(s), Subscriber Data, security reports and attestations, audit reports, subscriber lists, pricing, concepts, processes, plans, designs and other strategies, “know how”, inventions, and financial, technical, or other business information and materials of Disclosing Party and its Affiliates. Confidential Information does not include any information which: (a) is publicly available through no breach of this Agreement or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party's rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.
4.3.2 Use and Disclosure. Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under this Agreement and (b) disclose or make Confidential Information of Disclosing Party available to any party, except to Receiving Party's Affiliates, and Receiving Party's and its Affiliates’ respective employees, legal counsel, accountants, contractors, and in Twilio’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under this Agreement. Receiving Party will be responsible for its Representatives’ compliance with this Section 4.3. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 4.3. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care. Notwithstanding the foregoing, you may disclose Ethlos' SOC2 or similar report, which will constitute Ethlos' Confidential Information, only to your End Users or your End Users' employee or contract worker who has a “need to know” for such SOC2 or similar report and is legally bound to terms of confidentiality that are at least as protective as the terms of this Section 4.3.
4.3.3 Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party written notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.
4.3.4 Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 4.3 and that, in the event of an actual or threatened breach of the provisions of this Section 4.3, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
4.4 Use of Marks. You grant Ethlos' the right to use and display your name, logo, and a description of your use case(s) on Ethlos' website, in earnings releases and calls, and in marketing and promotional materials, subject to your standard trademark usage guidelines that you expressly provide to Ethlos.
5.1 Power and Authority Representation. Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.
5.2 Anti-Corruption and International Trade Laws. Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Platform Services, including, without limitation, the United States and the Great State of Texas, and (b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. You will promptly notify Ethlos in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Platform Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by Ethlos. If applicable, you represent that you have obtained, and warrant that you will continue to obtain, all licenses or other authorizations required to export, re-export, or transfer the Platform Services. Each party represents that it (and in your case, also your End Users) is not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will immediately (i) discontinue your use of the Platform Services if you become placed on any Sanctions List and (ii) remove your End Users’ access to the Platform Services if your End Users become placed on any Sanctions List. You represent that you have not, and warrant that you will not, export, re-export, or transfer the Platform Services to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 5.2. If your account is blocked because it is operating in a country or region prohibited under this Section 5.2, you will receive notice of your account being inoperable when you attempt to log into your account in such prohibited country or region.
5.3 Consents and Permissions. You represent and warrant that you have provided and will continue to provide adequate notices, and that you have obtained and will continue to obtain the necessary permissions and consents, to provide Subscriber Data to Ethlos for processing pursuant to Section 4.2 (Subscriber Data). Furthermore, you grant Ethlos permission to use any subscriber data contained within the workspace for further training of our Automated Subscriber Care AI Bot service. No workspace data will be shared between any other workspace user, commercial, government, or educational enitty at any time for any reason. All training data is kept, stored, and used only for internal purposes in order to improve the deliver of our AI Platform Services.
5.4 Services. Ethlos represents and warrants that the Platform Services perform materially in accordance with the applicable Documentation. Your exclusive remedy for a breach of this Section 5.4 will be, at Ethlos' option, to (a) remediate any material non-conformity or (b) refund you the Fees paid for the time period during which the affected Platform Services do not comply with this Section 5.4.
5.5 DISCLAIMER. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. TWILIO ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE AND THAT TWILIO WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF SUBSCRIBER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TWILIO MAKES NO WARRANTIES AND WILL HAVE NO LIABILITY FOR ANY BETA OFFERINGS, SUBSCRIBER SERVICES, OR THIRD PARTY SERVICES WHATSOEVER.
6. Mutual Indemnification
6.1 Idemnification by Ethlos
6.1.1 Scope of Indemnification. Ethlos will defend you, your Affiliates, and each of their directors, officers, and employees (collectively, “Subscriber Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Subscriber Indemnified Party by a third party alleging that Ethlos' provision of the Platform Services infringes or misappropriates such third party’s intellectual property rights (“Ethlos Indemnifiable Claim”). Ethlos will indemnify you from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Ethlos Indemnified Party or for settlement amounts approved by Twilio for a Ethlos Indemnifiable Claim.
6.1.2 Infringement Options. If Ethlos' provision of the Platform Services has become, or in Ethlos' opinion is likely to become, the subject of any Ethlos Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Ethlos may at its option and expense: (a) procure the right to continue to provide the Platform Services as set forth herein; (b) modify the Platform Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement, or, if applicable, terminate the Platform Services that are the subject of any Ethlos Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund you any unused pre-paid Fees.
6.1.3 Limitations. Ethlos will have no liability or obligation under this Section 6.1 with respect to any Ethlos Indemnifiable Claim arising out of (a) your use of the Platform Services in breach of this Agreement; (b) the combination, operation, or use of the Platform Services with other applications, portions of applications, products, or services, including, without limitation, the Subscriber Services or Third Party Services, where the Services would not by themselves be infringing; or (c) Platform Services for which there is no charge or Beta Offerings.
6.2 Indemnification by Subscriber You will defend Ethlos, its Affiliates, and each of their directors, officers, and employees (collectively, “Ethlos Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Ethlos Indemnified Party by a third party alleging or arising out of: (a) your or your End Users’ breach of Section 2.2 (Subscriber Responsibilities) or (b) any Subscriber Services infringing or misappropriating such third party’s intellectual property rights (collectively, “Subscriber Indemnifiable Claims”). You will indemnify Ethlos from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Ethlos Indemnified Party or for settlement amounts that you approve for a Subscriber Indemnifiable Claim.
6.3 Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Subscriber Indemnifiable Claim or Ethlos Indemnifiable Claim (individually or collectively referred to herein as a “Claim”)in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, Indemnifying Party will not settle any Claim for which it has an obligation to indemnify under this Section 6 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
6.4 Exclusive Remedy. This Section 6 states Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.
7. Limitation of Liability
7.1 LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
7.2 LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
7.3 EXCEPTIONS TO THE LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 7.1 (LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES) AND SECTION 7.2 (LIMITATION OF LIABILITY), THE LIMITATIONS IN SECTION 7.1 AND SECTION 7.2 DO NOT APPLY TO (a) YOUR BREACH OF SECTION 2.2 (CUSTOMER RESPONSIBILITIES); (b) YOUR AND YOUR AFFILIATES’ BREACH OF SECTION 3 (FEES AND PAYMENT TERMS); OR (c) AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 (MUTUAL INDEMNIFICATION).
8. Term, Termination, and Survival
8.1 Agreement Term. This Agreement will commence on the Effective Date and continue until terminated in accordance with Section 8.2 (Termination) (“Term”)
8.2 Termination
8.2.1 For Convenience. Either party may terminate this Agreement for convenience by providing the other party with at least thirty (30) days prior written notice. Notwithstanding the preceding sentence, if there are any Order Form(s) in effect, this Agreement will not terminate until all such Order Form(s) have expired or have been terminated in accordance with the terms therein.
8.2.2 Material Breach. Either party may terminate this Agreement (including all Order Form(s) and Platform Services that are in effect) in the event the other party commits any material breach of this Agreement and fails to remedy such breach within fifteen (15) days of the date of written notice of such breach. For the avoidance of doubt, a breach of the Ethlos Acceptable Use Policy will be considered a material breach of this Agreement. If Ethlos terminates this Agreement because of your material breach, then Ethlos will also terminate your access to your workspace, API, and all other services.
8.2.3 Insolvency. Subject to applicable law, either party may terminate this Agreement immediately by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.
8.3 Survival. Upon termination of this Agreement, the terms of this Section 8.3 and the terms of the following Sections will survive: Section 2.1(c) (regarding the Ethlos Security Overview), Section 3 (Fees and Payment Terms), Section 4 (Ownership, Subscriber Data, and Confidentiality), Section 5.5 (Disclaimer), Section 6 (Mutual Indemnification), Section 7 (Limitation of Liability), Section 9 (General), and any applicable terms in Section 10 (Additional Terms).
9. General Terms and Conditions
9.1.1 Affiliates of Subscriber. Your Affiliates may use the Platform Services under and in accordance with the terms of this Agreement. You represent and warrant that you have sufficient rights and the authority to make this Agreement binding upon each of your Affiliates. You and each of your Affiliates will be jointly and severally liable for the acts and omissions of such Affiliate in connection with this Agreement and such Affiliate’s use of the Platform Services. Only you will bring any claim against Ethlos on behalf of your Affiliates.
9.1.2 Affiliates of Ethlos. An Affiliate of Ethlos may provide the Platform Services, or a portion thereof, to you or your Affiliates, as applicable, in accordance with this Agreement and any applicable Order Form(s) with such Affiliate of Ethlos. Ethlos will (a) be responsible for the Services its Affiliates provide and (b) not be relieved of its obligations under this Agreement if its Affiliates provide the Platform Services or a portion thereof. Ethlos will enforce the terms of this Agreement relating to the Platform Services its Affiliates provide. Notwithstanding anything to the contrary in this Agreement, an Affiliate of Ethlos may directly bill you or your Affiliates, as applicable, (i) for the Platform Services it provides or (ii) solely as a billing agent for Ethlos or the Affiliate of Ethlos providing the Platform Services, as applicable.
9.2 Assignment. Neither party may assign or otherwise transfer this Agreement or any applicable Order Form(s), in whole or in part, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either party may assign this Agreement or any applicable Order Form(s), in whole or in part, without consent to (a) a successor to all or part of its assets or business or (b) an Affiliate. Any attempted assignment or transfer by either party in violation hereof will be void. Subject to the foregoing, this Agreement and any applicable Order Form(s) will be binding on the parties and their respective successors and permitted assigns.
9.3 Relationship. Each party is an independent contractor in the performance of each and every part of this Agreement. Nothing in this Agreement is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities, damages, or debts of any type whatsoever that may arise on account of its activities, or those of its employees and agents, in the performance of this Agreement. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.
9.4 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party (including your End Users or an Affiliate) unless it expressly states that it does.
9.5 Notices. Notices to Ethlos will be provided via email to legalnotices@ethlos.com. All notices to you will be provided via email to the relevant contact(s) you designate in your account.
9.6 Governing Law and Attorneys’ Fees. This Agreement will be governed by and interpreted according to the laws of the applicable state or country identified below without regard to conflicts of laws and principles that would cause the application of the laws of another jurisdiction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 9.7 (Dispute Resolution), any legal suit, action, or proceeding arising out of or relating to this Agreement or the Platform Services will be instituted in the applicable courts identified below and the parties hereby consent to the personal jurisdiction of these courts. In the event of any adjudication of any dispute under this Agreement, the prevailing party in such legal suit, action, or proceeding will be entitled to reimbursement of its attorneys’ fees and related costs by the non-prevailing party.
9.7 Dispute Resolution. In the event of any dispute, claim, or controversy in connection with this Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will, in good faith, attempt to resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days or within such other time period as the parties may agree in writing, then the parties may commence binding arbitration under JAMS’ Comprehensive Arbitration Rules and Procedures. The parties will share equally the fees and expenses of the JAMS arbitrator. The arbitration will be conducted by a sole arbitrator mutually agreed to between the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in the English language in (a) San Francisco, California, if you are domiciled in any country outside of the (i) European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, Vatican City, and Monaco and (ii) Asia-Pacific region; (b) London, England, if you are domiciled in any country within the European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, Vatican City, or Monaco; or (c) Singapore, if you are domiciled in any country within the Asia-Pacific region.
9.8 Force Majeure. No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster (collectively, “Force Majeure Events”). The party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences of any such event.
9.9 Waiver and Order of Precedence. No failure or delay by either party in exercising any right or enforcing any provision under this Agreement will constitute a waiver of that right or provision, or any other provision. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form(s), (2) the Ethlos Data Protection Addendum, (3) the terms set forth in the body of this Ethlos Terms of Service, (4) the Ethlos Acceptable Use Policy, (5) any other terms incorporated by reference herein or any other exhibits or attachments hereto, and (6) the applicable Documentation.
9.10 Severability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
9.11 Entire Agreement. This Agreement (including all exhibits and attachments hereto) will constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No oral or written information or advice given by Ethlos, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in this Agreement. The parties agree that any term or condition stated in your vendor registration form or registration portal or in any purchase order document or similar document will be construed solely as evidence of your internal business processes and the terms and conditions contained therein will be void and have no effect with regard to this Agreement, even if accepted by Ethlos or executed by the parties after the Effective Date.
9.12 Private Beta Offerings. Any Private Beta Offerings made available to Subscribers are strictly for testing and experimentation purposes only. Subscriber acknowledges that, by their nature, Private Beta Offerings may (a) not meet speed or performance benchmarks or expectations; (b) have gaps in functionality; and (c) contain bugs. The Support Terms and Ethlos SLA do not apply to Private Beta Offerings. Private Beta Offerings, and any information related to such Private Beta Offerings, including their existence, are considered Ethlos' Confidential Information.
9.13 United States Federal, State, and Tribal Governments. If you are a (a) United States federal entity, including without limitation, a bureau, office, agency, department, or other entity of the United States government; (b) a United States state entity, including without limitation, a bureau, department, office, or other entity of a state or a local, county, borough, commonwealth city, municipality, town, township, special purpose district, or other entity established by the laws of a state and located in such state; or (c) a federally-recognized tribal entity performing governmental functions and eligible for funding and services from the United States Department of the Interior by virtue of its status as an Indian tribe, or in Alaska, a Native village or Alaska Regional Native corporation, the following terms apply:
9.13.1 Failure to Pay. Ethlos may assess, and you will pay, interest equal to the maximum amount allowable by applicable law, if you fail to pay the Fees and remedy such failure within fifteen (15) days of the date Ethlos provides you with written notice of the same.
9.13.2 Public Disclosure Laws. Section 4.3.2 (Use and Disclosure) of this Agreement does not prohibit you from disclosing the terms of this Agreement to the extent required by public disclosure laws applicable to you (“Public Disclosure Laws”), provided that, to the extent permissible, any material legal terms included in this Agreement (e.g., representations and warranties, indemnification, limitation of liability) and any trade secrets, non-publicly available pricing, future business plans, future product plans or features, or business strategies of Twilio are redacted.
9.13.3 Compelled Disclosure of Confidential Information. Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense to the extent permitted by applicable law.
9.13.4 Subscriber Services IP Infringement. You represent and warrant that the Subscriber Services do not, and will not, infringe or misappropriate a third party’s intellectual property rights. Your breach of this Section 9.13.4 will not be subject to liability limitations set forth in Section 7 (Limitation of Liability) of this Agreement.
9.13.5 Indemnification by Subscriber. Your obligations in Section 6.2 (Indemnification by Subscriber) of this Agreement will apply to the extent permitted by applicable law, regulation, or procedure.
9.13.6 Assignment. The ability of either party to assign this Agreement without consent pursuant to Section 9.2 (Assignment) of this Agreement will not apply where prohibited by applicable law.
9.13.7 Governing Law. Section 9.6 (Governing Law and Attorneys’ Fees) of this Agreement is hereby deleted in its entirety and replaced with the following:
Governing Law. This Agreement will be governed by and interpreted according to (a) United States Federal law, if you are a United States Federal entity, or (b) the laws of the state in which you are located without regard to conflicts of laws and principles that would cause the application of the laws of another jurisdiction, if you are not a United States Federal entity. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
9.13.8 Dispute Resolution. Section 9.7 (Dispute Resolution) of this Agreement is hereby deleted in its entirety and replaced with the following:
Except as otherwise specified in applicable law, in the event of a dispute, claim, or controversy arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will engage in good faith negotiations with the other party’s senior representatives to amicably resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days after the first request to engage in good faith negotiations or within such other time period as the parties may agree to in writing, then either party may seek relief as set forth in Section 9.6 (Governing Law and Attorneys’ Fees).
9.13.9 Code of Federal Regulations. Twilio agrees to comply with the clauses included under 48 C.F.R. § 52.244-6 Subcontracts for Commercial Products and Commercial Services, and all applicable equal opportunity laws including the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 C.F.R. §§ 60-1 -60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence are incorporated by reference into this Agreement.
9.13.10 Conflict. In the event of any conflict between this Section 10.2 and any other terms of this Agreement, this Section 10.2 will prevail.
9.14 European Electronic Communications Code. If you are a microenterprise, small enterprise, or not for profit organisation, and Twilio provides you the Services within the European Economic Area or United Kingdom, you agree you have read and accept the European Electronic Communications Code Rights Waiver.
9.15 Intended Use. The Services are intended for business use by corporate or business entities, and you agree that you will not use the Services for any personal or individual use.
9.16 Required Information and Verification Process. Depending on the Platform Services you use, you may be required to submit copies of government-issued ID documents to Ethlos and/or complete verification processes (e.g., via post) as required under applicable law or regulation, including, without limitation, the Act on Prevention of Transfer of Criminal Proceeds and the Telecommunications Business Act.
9.17 Taxes and Communications Surcharges. Taxes, as defined in Section 3.2.1 (Taxes) of this Agreement, will include Japanese consumption tax. The universal service fee and the telephone relay service fee charged by telecommunication providers (e.g., carriers) will be borne by you as part of the Communications Surcharges set forth in Section 3.2.2 (Communications Surcharges) of this Agreement.
10. Copyrights, Provider Agreements, and 3rd Party Software
10.1 3rd Party Logos. All 3rd party logos, such as those for our select CRM App integrations, 3rd Party Service Providers, Utility Addons, and any other commercial logo are prospectively owned by the associated entity and used for the purposes of designation only. The list of CRM App's, Service Providers, and 3rd Parties that Ethlos works with are purpose selected as they meet our high standards of both business practices as well as functionality of their services and/or platform.
10.2 3rd Party Provider Agreements. Use of any 3rd party service provider other than our "In-House" provider carries the requirement that in addition to this Agreement that you also strictly follow your 3rd Party Service Providers Agreements. The same applies to any CRM App integration that you activate or addon utility.
10.3 3rd Party Software. Ethlos may offer services using 3rd party software. We strictly abide by all the terms and conditions of that use and should any subscriber activate any 3rd Party Addon that requires additional Terms & Conditions, the subscriber will be presented with those terms and conditions at the time of check out using one of our web based or mobile based Order Forms.
10.4 Violation of 3rd Party Agreements. Should subscriber be found, or reasonably believe to have found that they have violated any 3rd party agreements, access to said 3rd party tools will be terminated. Continual violation of this clause may result in your workspace, API access, and 3rd party services being terminated.
Last Updated On: April 11th, 2024
This Acceptable Use Policy (“AUP”) describes rules that apply to any party (“you”, “your”, “yours”, or “Subscriber”) using any products and services provided by Ethlos, LLC. or any of its affiliates (“Services”) and any user of the Platform Services, including via any products and services provided by Subscriber (“End User”). Ethlos, LLC together with its affiliates will be referred to as "Ethlos" in this AUP. The prohibited conduct in this AUP is not exhaustive. Subscriber is responsible for its End Users’ compliance with this AUP. If Subscriber or any End User violates this AUP, Ethlos may suspend Subscriber's use of the Platform Services. This AUP may be updated by Ethlos from time to time upon reasonable notice, which may be provided via Subscriber’s account, e-mail, or by posting an updated version of this AUP at https://www.ethlos.com/legal/
No Inappropriate Content or Users. Do not use the Platform Services to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, or objectionable, including, but not limited to, content or communications which Ethlos determines (a) is false or inaccurate; (b) is hateful or encourages hatred or violence against individuals or groups; or (c) could endanger public safety. This prohibition includes use of the Platform Services by a hate group. Subscriber and its End Users are also prohibited from using the Platform Services to promote, or enable the transmission of or access to, any prohibited content or communications described in this paragraph.
Prohibited Activities. Do not use the Platform Services to engage in or encourage any activity that is illegal, deceptive, harmful, a violation of others’ rights, or harmful to Ethlos’s business operations or reputation, including:
- Violations of Laws or Standards. Violating laws, regulations, governmental orders, industry standards, or telecommunications providers' requirements or guidance in any applicable jurisdiction, including any of the foregoing that require (a) consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications or (b) compliance with opt-out requests for any data or communications.
- Interference with the Platform Services. Interfering with or otherwise negatively impacting any aspect of the Platform Services or any third-party networks that are linked to the Platform Services.
- Reverse Engineering. Reverse engineering, copying, disassembling, or decompiling the Platform Services.
- Falsification of Identity or Origin. Creating a false identity or any attempt to mislead others as to the identity of the sender or the origin of any data or communications.
No Service Integrity Violations. Do note violate the integrity of the Platform Services, including;
- Bypassing Service Limitations. Attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Platform Services.
- Security Vulnerabilities. Finding security vulnerabilities to exploit the Platform Services or attempting to bypass any security mechanism or filtering capabilities.
- Disabling the Platform Services. Any denial of service (DoS) attack on the Platform Services or any other conduct that attempts to disrupt, disable, or overload the Platform Services.
- Harmful Code or Bots. Transmitting code, files, scripts, agents, or programs intended to do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use the Platform Services.
- Unauthorized Access. Attempting to gain unauthorized access to the Platform Services.
Data Safeguards. Subscriber is responsible for determining whether the Platform Services offer appropriate safeguards for Subscriber’s use of the Platform Services, including, but not limited to, any safeguards required by applicable law or regulation, prior to transmitting or processing, or prior to permitting End Users to transmit or process, any data or communications via the Platform Services.
Service and Country Specific Requirements. Additional requirements for specific (a) Services, including any country specific requirements, and (b) products and services that are purchased from Ethlos, but provided, or otherwise made available, by a third party are, in either case, set forth at https://www.ethlos.com/legal.php and apply solely to the extent Subscriber uses those specific (i) Services or (ii) third-party products and services.
Violations of this AUP, including any prohibited content or communications, may be reported to https://www.ethlos.com/legal.php. Subscriber agrees to immediately report any violation of this AUP to Ethlos and provide cooperation, as requested by Ethlos, to investigate and/or remedy that violation.
Last Updated On: March 1st, 2024
Privacy is our code: We has built our global privacy program based on our Binding Corporate Rules (BCRs), which serve as our code of conduct that governs our global processing of personal data. No matter where you are in the world, where you reside, where your citizenship lies, or where your data comes from, we offer the same high standards of privacy protection to all our customers. More specifically, “No Shenanigans” is one of our company values, and we intend to exemplify that with our Privacy Notice, which we hope will provide clear, detailed, and easy-to-read information about our privacy practices and how we process personal data.
In addition, we provide in-time and in-context information about how you can control the data you collect and retain in our API documentation. Because we offer many different products — and our customers can configure them in many different ways — we provide privacy-specific information in our documentation to enable our customers to make choices when using our products. Please check the documentation for the product you’re using to learn more about the data elements it collects and how you can make decisions about that information.
When we refer to "Ethlos" or "The Platform" or "The Ethlos PaaS" or "The SaaS App" or "The Web App", we mean the the entity with which you have contracted, which is Efkolos, LLC. For ease of reference throughout this Privacy Notice, “us” or "our", or "the company", also refers to the companies that are members of the coding group (the “Group Members”). If there are any capitalized terms in this Privacy Notice that are not defined, then those terms will have the meaning defined in your agreement with us.
Last Updated On: March 1st, 2024
- Billing Period
Our billing periods begin on the 1st day of the month and end on the last day of the month. We begin our automated invoice generation on the 1st calendar day of the new month at 8AM Central Time (Texas, USA). This invoice contains your normal subscription fee, plus any add-on fees, latefees, or additional fees, plus Texas State Sales Taxes of 8.25% of the sub-total of all other charges and fees. If your billing cycle is quaterly, semi-monthly, or annual, your invoices will generate on the first calendar day of the month after your billing period ends. - Payment Due Date
Once your invoice is generated (not received, as we store all your invoices in your online portal, that's what triggers the time frame as we can not control all email or mobile phone providers ability to deliver notifications.) we allow fourteen (14) day grace period for your to pay your invoice. Invoices will be considered late if not paid by 8AM Central Time (Texas, USA) and a late fee of 4% will be added to the invoice. If the entire balance is not paid with in thrity (30) days of the invoice generating. access tp tje workspace will be suspended. If any open balance moves more than sixty (60) days past due, the workspace will be deactivated and no more incoming texts will be accepted. After ninty (90) days the workspace will be purged and deleted from the system. - Credits & Refunds
If our network is out more than 24 hours will will issue a pro-rated credit equal to what ever the daily rate is for the services that where not accessible during the downtime. As our services are all post-paid, and once an invoice has generated its for services that you have already consumed, absolutely no refunds will be given for any reason at any time and regardless of payment method used.
SPAM and Abuse Policy
No Tolerance for SPAM or Unlawful Activities:
Ethlos strictly prohibits any form of SPAM, unsolicited communications, or illegal activities conducted using our platform, including but not limited to unsolicited phone calls, texts, chats, and notifications. If we discover that you are using our services for unlawful activities such as purchasing contact lists for cold calling, deceptive communication practices, phishing, scamming, or misrepresentation, your account will be terminated immediately. Any remaining charges will be automatically applied to your last successful payment method. Violators may also be subject to further legal action as required by law.
Business-to-Consumer (B2C) Marketing Compliance:
In compliance with regulations such as the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and GDPR, all marketing communications to consumers must include proper consent and clear opt-out options. Ethlos requires that you obtain explicit consent from consumers before sending any promotional messages. Recipients must be able to easily opt out of receiving further communications, and any request to opt-out must be honored promptly. Failure to comply with these regulations will result in account suspension or termination.
Business-to-Business (B2B) Communications:
While B2B communications are less restrictive than B2C, Ethlos maintains a strict no-SPAM policy for business-to-business interactions. All communications must be relevant, and businesses must provide a clear purpose for their outreach. Businesses using Ethlos must follow applicable regulations such as the CAN-SPAM Act, and all contacts must be given the opportunity to opt out of further communications. Unsolicited bulk messaging without prior consent is prohibited.
Cold Calling and Cold Messaging:
Ethlos prohibits the use of purchased or third-party calling lists without prior consent from the recipients. Cold calling, cold emailing, or cold texting must be conducted in a way that complies with applicable laws such as the TCPA and CCPA, including ensuring that all recipients are opted-in to receive communications. Misleading or fraudulent activity during such outreach will result in immediate account suspension and may lead to legal consequences.
Marketing Communications Requirements:
All marketing communications must include clear identification of the sender, an accurate subject line, and clear instructions for opting out. Messages must not be deceptive in any form, and you must provide accurate contact information in all communications. Failure to follow these guidelines violates the CAN-SPAM Act, GDPR, and other related regulations.
Consent and Opt-in Requirements:
Before sending any communication, explicit consent must be obtained from the recipient, which can include web form submission, a signed agreement, or a clear opt-in mechanism. Ethlos platform users must retain records of consent to demonstrate compliance with GDPR, TCPA, and other privacy regulations. Violations of this requirement will lead to account suspension.
Data Protection and Privacy:
All personal data collected for communication purposes must comply with privacy laws such as GDPR, CCPA, and HIPAA where applicable. You must ensure that all personal information is securely stored and only used for the purposes consented to by the recipient. Any breach of personal data protection may result in legal liabilities and will be reported in compliance with breach notification laws.
Abuse Reporting:
Ethlos encourages users to report any form of SPAM or abuse occurring through our platform. If you suspect that your account or another user’s account is being misused, please contact us immediately at abuse@ethlos.com. All reports will be thoroughly investigated, and appropriate actions will be taken in line with our policy and legal requirements.
Legal Consequences and Accountability:
Ethlos reserves the right to report any illegal activity conducted through our platform to relevant authorities. Engaging in SPAM, fraud, or deceptive practices may result in not only account suspension or termination but also fines, lawsuits, or criminal prosecution under applicable laws such as the TCPA, GDPR, HIPAA, and CAN-SPAM Act. Users are accountable for ensuring all communications are legally compliant.
Automated Communication Restrictions:
Automated or “robo” communications (including phone calls, texts, or chats) are subject to additional legal restrictions. Ethlos strictly prohibits the use of automated systems for mass communication unless explicit consent is obtained from the recipient. Unauthorized use of automation may result in suspension and legal action.
International Communications Compliance:
For businesses operating internationally, it is important to adhere to regulations in the recipient’s country of residence. Ethlos requires users to comply with regional laws such as the European Union’s GDPR and Canada’s CASL when sending communications to international recipients. Violations of these laws can result in severe penalties and account suspension.
Transparency and Accountability:
All users must be transparent in their communications, disclosing the nature and intent of each message. Any attempt to conceal or falsify the identity of the sender or the origin of the message is strictly prohibited and will result in termination of services. This ensures compliance with industry standards and legal requirements.
Continuous Compliance Monitoring:
Ethlos continuously monitors all communications sent through our platform to ensure compliance with this policy. Violations will result in warnings, account suspension, or termination depending on the severity of the violation. Repeated or egregious violations may result in permanent banning from the platform.
Ethlos Regulatory Compliance Policy
Data Privacy and Security:
All personal data must be encrypted, stored securely, and access restricted to authorized users only. We implement advanced encryption methods to prevent unauthorized access, ensuring compliance with HIPAA, GDPR, PCI-DSS, and CCPA to protect sensitive information at all times.
Data Collection Limitation:
Ethlos only collects the data necessary to provide our services, minimizing excess data retention to comply with GDPR and CCPA. This practice not only improves security but also reduces potential liability from unnecessary data exposure.
User Consent and Data Rights:
We ensure users are informed of data collection practices and provide clear consent options in accordance with GDPR and CCPA regulations. Users can exercise their rights to opt-in, opt-out, and request modifications or deletions of their personal information.
Access Control and Authentication:
Access to sensitive data is restricted to authorized personnel, and all access attempts are securely logged. Strong authentication methods, such as multi-factor authentication (MFA), are implemented to meet HIPAA and ISO 27001 standards for data security.
Data Breach Notification:
In the event of a data breach, Ethlos commits to notifying affected users and regulatory bodies promptly, as required under GDPR and CCPA. We follow strict protocols to investigate, contain, and mitigate breaches while ensuring timely and transparent communication.
Data Encryption in Transit and at Rest:
To meet HIPAA and PCI-DSS standards, Ethlos encrypts all sensitive data both during storage and transmission. This ensures that even if data is intercepted, it remains protected from unauthorized access or misuse.
Regular Security Audits:
We conduct regular security audits and vulnerability assessments to identify and fix any potential weaknesses. These audits ensure that our systems remain compliant with industry standards such as ISO 27001 and HIPAA, safeguarding our platform against evolving threats.
Right to Access, Modify, and Delete Data:
Users have the right to access, correct, or delete their personal data as required by GDPR and CCPA. Ethlos provides straightforward processes for these requests, ensuring compliance and transparency with regulatory requirements.
Transparency and Accountability:
Ethlos ensures transparency in how we handle and store personal data, offering full disclosure on our data practices. This commitment helps us maintain accountability and build trust with our users, adhering to GDPR and CCPA standards.
Cross-border Data Transfers:
Any transfer of personal data across borders is done securely and in compliance with GDPR guidelines to ensure that the privacy and integrity of the data are maintained. Ethlos utilizes standard contractual clauses and other GDPR-approved mechanisms for international data transfers.
Third-Party Data Handling:
We require all third-party service providers handling Ethlos data to comply with GDPR, HIPAA, and PCI-DSS. This ensures that any third-party involvement maintains the same level of security and compliance that we uphold internally.
Incident Response Plan:
Ethlos has a comprehensive incident response plan that allows us to quickly address security breaches and other critical incidents. This plan includes protocols for communication, containment, and resolution in compliance with HIPAA and ISO 27001.
Data Retention Policy:
Ethlos retains personal data only for as long as necessary to fulfill the purposes it was collected for, in alignment with GDPR and CCPA. Once the data is no longer required, we securely delete or anonymize it to protect user privacy.
Data Anonymization and Minimization:
Where applicable, Ethlos uses data anonymization techniques to protect personal information and reduce exposure risks. We follow GDPR principles by ensuring that only the minimum necessary data is collected and retained.
Ongoing Employee Training:
Ethlos provides continuous data protection training to its employees to ensure that best practices are followed at all times. This training ensures compliance with data protection regulations such as GDPR, HIPAA, and PCI-DSS and minimizes the risk of internal data mishandling.