Terms and Conditions and Privacy Policy for the use of PageFreezer BYOD Archiver and Carrier Archiver Products powered by Telemessage.

PageFreezer text message archiving products, BYOD Archiver and Carrier Archiver Products are powered by Telemessage. PageFreezer resells the Telemessage text messaging applications under the PageFreezer brand names listed above. All products sold by PageFreezer that are based on Telemessage technology are governed by the following terms and privacy policy in addition to standard PageFreezer terms.

IMPORTANT: BY PURCHASING OR USING ANY TELEMESSAGE SERVICES OR INSTALLING THE TELEMESSAGE MAIL PLUG-IN SOFTWARE OR MOBILE AND TABLET APPS, YOU AFFIRM THAT YOU AGREE TO ALL THE TERMS AND CONDITIONS HEREIN (“TERMS“), ON BEHALF OF THE ENTITY FOR WHICH YOU ARE SETTING THE SERVICE ACCOUNT (JOINTLY AND SEPARATELY “YOU” OR THE “COMPANY“) INCLUDING TELEMESSAGE’S PRIVACY POLICY (THE “PRIVACY POLICY“) AND DATA PROCESSING AGREEMENT (THE “DATA PROCESSING AGREEMENT”) AND CONSTITUTES AN INTEGRAL PART OF THESE TERMS, SO PLEASE READ THESE TERMS CAREFULLY. YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE A BINDING AGREEMENT BETWEEN TELEMESSAGE AND YOU, AND SHALL GOVERN YOUR USE OF ANY TELEMESSAGE PRODUCT. YOU HEREBY WARRANT THAT YOU ARE OVER 18 AND ARE LEGALLY AUTHORISED TO ENTER THESE TERMS ON BEHALF OF THE COMPANY. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN A COUNTRY THAT IS SUBJECT TO A U.S. GOVERNMENT EMBARGO, OR THAT HAS BEEN DESIGNATED BY THE U.S. GOVERNMENT AS A ”TERRORIST-SUPPORTING” COUNTRY, AND THAT YOU ARE NOT LISTED ON ANY U.S. GOVERNMENT LIST OF PROHIBITED OR RESTRICTED PARTIES. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS HEREIN, OR CANNOT COMPLY WITH THESE TERMS OR ANY PART THEREOF, YOU MAY NOT USE THE SERVICE. RESTRICTIONS ON USE: SOME COUNTRIES MAY RESTRICT THE USE OF THE SERVICE. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU ARE LEGALLY ALLOWED TO USE THE SERVICE WHERE YOU ARE LOCATED.

1. The Service
Our Services consist of the TeleMessage website https://www.telemessage.com (the “Site“), the TeleMessage Mobile App, the TeleMessage web interface, Outlook Plug-In, automation APIs, administration tools and such other products and services provided on and via the Site (jointly and separately, the “Service“). You will be able to send and receive push notifications (messages transmitted via the Internet), SMS messages (messages transmitted via your mobile carrier), messages to phones (landline and mobile, pre-recorded voice and text-to-speech), faxes and email messages. You will be able to send and receive messages to anyone in your address book via any combination of media that you and your recipients prefer. Administrators can add, manage and delete other users within the organization via the web interface. TeleMessage makes no guarantees as to the continuous availability of the Service or of any specific features of the Service. TeleMessage reserves the right to change, modify, improve or abort the Service or these Terms, any part thereof, at any time without notice. Please revisit this page to stay aware of any revisions to the Terms or the Privacy Policy or the Data Processing Agreement.

2. License and Restrictions
Subject to these Terms, TeleMessage grants you an individual, personal, non-sublicensable, non-exclusive and non-transferable license (the “License“) to use the Service on any personal computer or mobile device that you own or control, in conjunction with these Terms. You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service; modify, translate, or create derivative works based on the Service; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the Service or any part thereof; or otherwise for the benefit of a third party; or remove any proprietary notices or labels from the Service or any part thereof. As between the parties, you acknowledge that TeleMessage retains ownership of the Service, any portions or copies thereof, and all rights therein. Any commercial copying or distribution, publication or exploitation of the Service, or any content, software, code, data or materials on or from the Service, are strictly prohibited unless you have received express prior written permission from TeleMessage or the applicable rights holder. Unless explicitly stated otherwise, the terms of the License will govern any upgrades provided by TeleMessage that replace or supplement the Service.
Upon termination of these Terms for any reason, this License will terminate and you hereby agree to cease using the Service.
THE SERVICE IS PROVIDED “AS IS” AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND IN THESE TERMS.

3. Ownership Rights
The Service, including the Site and any other part thereof and any content or information contained therein and all copies thereof are the sole property of TeleMessage. TeleMessage owns all title, copyright, and other intellectual property rights to the Service and to the Site, and to all copies, derivative works thereof and the underlying software (“TeleMessage IP“). your use of the Service does not grant you any ownership rights in the TeleMessage IP.

4. Content of Communications
The content of the communication via the Service is beyond the control of TeleMessage and is the sole responsibility of the person from whom such content originated. You understand, therefore, that by using the Service you, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable, and that you use the Service at your own risk.
You hereby acknowledge and agree that you are solely responsible for any content that you and any of your users upload, submit, post, transmit or display through the Service or the Site (“Use” or “Used”) and that TeleMessage is not responsible to you or any third party for any Content that is Used by you or any other user of the Service.
Third Party IP Rights. You agree not to Use (and to ensure that your administrators and users shall not Use) any Content that is subject to any third party IP Rights, unless you have a license or specific permission to Use such third party content, and to grant TeleMessage the license set out below.
License. You hereby grant to TeleMessage a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable and transferable license to distribute and/or display through the Service any content that you provide or make available using the Service for the sole purpose of making the Service available to you.
Notice and Takedown Procedures. TeleMessage reserves the right (but shall have no obligation) to decide whether any content that you Use complies with these Terms. If you believe that any materials posted via the Service violate your intellectual property rights or are offensive to you in any other manner, please contact us and provide a detailed description of the offending materials.

4. Content of Communications
The content of the communication via the Service is beyond the control of TeleMessage and is the sole responsibility of the person from whom such content originated. You understand, therefore, that by using the Service you, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable, and that you use the Service at your own risk.
You hereby acknowledge and agree that you are solely responsible for any content that you and any of your users upload, submit, post, transmit or display through the Service or the Site (“Use” or “Used”) and that TeleMessage is not responsible to you or any third party for any Content that is Used by you or any other user of the Service.
Third Party IP Rights. You agree not to Use (and to ensure that your administrators and users shall not Use) any Content that is subject to any third party IP Rights, unless you have a license or specific permission to Use such third party content, and to grant TeleMessage the license set out below. License. You hereby grant to TeleMessage a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable and transferable license to distribute and/or display through the Service any content that you provide or make available using the Service for the sole purpose of making the Service available to you. Notice and Takedown Procedures. TeleMessage reserves the right (but shall have no obligation) to decide whether any content that you Use complies with these Terms. If you believe that any materials posted via the Service violate your intellectual property rights or are offensive to you in any other manner, please contact us and provide a detailed description of the offending materials.

5. Accounts, Passwords and Security
5.1 To open an account to use the Service (an “Account“), you must complete the registration process by providing us with current, complete and accurate information as prompted by the registration form. You will also receive a password and a unique member identity. You are entirely responsible for maintaining the confidentiality of your password and Account. Furthermore, you are entirely responsible for any and all activities that occur under your Account. You agree to notify TeleMessage immediately of any unauthorized use of your Account or any other breach of security.

5.2. User Account
The Service allows you to create and manage administrator accounts, through which you can purchase and allocate various TeleMessage products and services to various end users (‘Users“). You will be responsible for the administration and management of all such User Accounts. The creation of a Service User Account, the purchase of and allocation to a User Account of any TeleMessage products by you, and the use of any TeleMessage products by your Users shall be governed by these Terms.

You may set up and use two types of Accounts: (i) an Account for the individual use of a specific designated User (“Individual Accounts“); and (ii) a Shared account for the use of several Users sharing the same credentials or other shared identifiers (“Shared Accounts”). You may purchase pre-paid message credit or monthly subscription services from TeleMessage to use with, and pay for, the Service (“TeleMessage Credit“). If you purchase TeleMessage Credit and allocate it to an Account, then any use of such TeleMessage Credit for messaging and/or subsequent purchases within the Service made by the User of such Account shall be governed by these Terms. A User may also purchase TeleMessage Credit on their own behalf in accordance with these Terms.

5.3. Administrators
You may appoint Account administrators (“Administrators“) to your Service Account. You shall procure that all Administrators you appoint read, agree to and comply with these Terms, and you shall be responsible for any breach of the Terms by such Administrators. Such Administrators will also be liable for actions done in User account they manage.

5.4. Reallocation and Deletion of Accounts
After an Account has been allocated to a specific User, you may request that such Account be allocated to another User, or deleted entirely. The traffic data (including text message history and messaging history) in connection with any Account is only visible whilst that Account exists. If you choose to delete an Account, such traffic data will no longer be accessible to you once that Account has been deleted. It is therefore your responsibility to back up the traffic data records (if you so wish) before deleting the relevant Account. Any TeleMessage Numbers and TeleMessage Credit that you have allocated to a deleted Account may be reallocated before the Account is deleted. You may take the TeleMessage Numbers back by manually removing them from the Account. If You have purchased a Subscription for use with that Account, such Subscription may not be taken back to the TeleMessage Administrator but will no longer be available once the Account has been deleted.

5.5. Password & Email
You shall allocate a Password to each Account that you create, or you may invite a User to set up their own Password. You shall allocate an email address and/or mobile number to each Account that You create. The email address may only be changed by an Administrator.
It is prohibited for you and your Users to: (i) share Individual Accounts and (ii) share passwords that are being used either for Individual Accounts or Shared Accounts. You shall ensure that neither you, your Administrators or Users shall share an Individual Account, or share passwords.

You shall (and shall ensure that your Users shall) take all necessary steps to ensure the security of the User ID, password and email address of Accounts at all times. If You suspect that any password has been shared in breach of these Terms or has become known to anyone other than a User to whom the Password has been allocated, then you shall ensure that such password is immediately changed in order to protect your Accounts. It is your responsibility to ensure that your Users refrain from responding to any unsolicited requests for credit card details, passwords or other data. Neither TeleMessage nor its officers, employees or Affiliates may be held liable whether in contract, warranty, tort (including negligence), or any other form of liability for any claim, damage, or loss arising from or relating to any failure by You or your Users to comply with this paragraph‎5.5.

5.6. TeleMessage Numbers
TeleMessage can provide you with a unique phone number, which will be allocated to your Account and allow you to send or receive text messages and other data on that number (“TeleMessage Number“). Provision of TeleMessage Numbers is subject to applicable numbering rules and regulatory practices, which may change or be amended from time to time. TeleMessage reserves the right to change the terms related to TeleMessage Numbers accordingly, including without limitation to impose or amend local residency requirements and/or to require the provision of further user information for continued access to defined TeleMessage Numbers.

You may purchase and allocate TeleMessage Numbers to Accounts subject to compliance with the allocation requirements displayed upon subscription to receive a TeleMessage Number. In particular You are responsible for compliance with any requirements related to the residence and/or the location of the Company and the Users.
You are responsible for notifying any applicable Terms to Administrators and Users who are allocated a TeleMessage Number, and for ensuring that the Administrators and Users comply with such Terms. TeleMessage reserves the right to cancel the subscribed TeleMessage Numbers in case of breach by you, your Administrators or Users of the applicable Terms, including the allocation requirements, without compensation.

5.7. Personal and Traffic Data
You shall inform each User that you and your Administrators may obtain and use their personal and traffic data. You acknowledge and agree that you shall process (and shall ensure that your Administrators shall process) such personal data in accordance with all applicable data protection laws. You represent and warrant to keep all such personal and traffic data confidential and use and protect it strictly in compliance with applicable data protection laws.

You should acknowledge to Users that the TeleMessage Mobile Archiving products such as the Android Archiver and WhatsApp Archiver will utilize the phone’s cellular data package for uploading mobile messages and calls to the archive. Similarly, the Enterprise Number Archiver might utilize the phone’s cellular data package for delivering messages and calls to the phone.

5.8. No Unsolicited Communications
Under no circumstances shall you send (or allow your Administrators and/or Users to send) unsolicited commercial communications with respect to your Service Account. You shall not (and you shall ensure that your Administrators and/or Users shall not) send or procure the sending of any communications, including email messages on behalf of, or purporting to originate on behalf of, TeleMessage.

6. Users Privacy
TeleMessage cares deeply about the privacy of our users. Please find further details in the Privacy Policy and the Data Processing Agreement.

7. Message and Address Book Storage, Outbound Messages and Other Limitations
TeleMessage assumes no responsibility for the deletion or failure to store information. TeleMessage may set upper limit on the number of messages a user may store or send through the Service. TeleMessage may automatically delete messages from accounts that reached their storage quota. However, TeleMessage retains the right to determine, in its sole discretion, whether or not a user’s conduct is consistent with the letter and spirit of these Terms and may terminate the Service if a user’s conduct is found to be inconsistent with these Terms. TeleMessage may, in the future, change its pricing, usage limitations and the limit and amount of storage space available to each user. From time to time, TeleMessage may require users to update the Service software, and may send service and marketing updates, planned disruptions or other information related to the Service to some or all of its users.

8. Users Conduct
Any unauthorized commercial use of the Service, or the resale of the Service, is expressly prohibited. You agree to abide by all applicable local, state, national and international laws and regulations and shall be solely responsible for all acts or omissions that occur under any and all of your accounts or passwords, including the content of any of your transmissions via the Service. TeleMessage may disconnect a user immediately, without warning, if, in its sole discretion, there is reasonable suspicion of any violation of these Terms. By way of example, and not as a limitation, you agree not to:

1. Use the Service in connection with chain letters, junk email, junk phone messages, junk text messages, junk faxes, spamming or any duplicative or unsolicited messages (commercial or otherwise).
2. Harvest or otherwise collect information about others, including email addresses, without their consent.
3. Create a false identity or forged email, SMS text message, phone or fax address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message.
4. Transmit through the Service unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature.
5. Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity.
6. Libel, defame or slander any person, or infringe upon any person’s privacy rights.
7. Transmit any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs.
8. Violate any applicable law regarding the transmission of technical data or software through the Service.
9. Violate any applicable law with respect to child pornography or solicitation of minors for sex via the Internet.
10. Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks.
11. Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means.
12. Interfere with another user’s use and enjoyment of the Service or another entity’s use and enjoyment of similar services.
13. Telephone solicit funds utilizing computer automated voice.
14. Engage in any other activity that TeleMessage believes, in its sole discretion, could subject it to criminal liability or civil penalty or judgment.

9. Modification of Terms; Termination, Cancellation, and Suspension

1. Modification of Terms. TeleMessage frequently updates, modifies, and otherwise continually seeks to improve the Service. Such changes often dictate that we simultaneously modify the terms of these Terms. As such, TeleMessage shall have the right to modify the Terms and to change or discontinue any aspect or feature of the Service, in either case as it deems reasonably necessary. Such changes shall be effective immediately upon posting of such addition, change, or deletion. Any use by you of the Service after any such change has been posted shall constitute your acceptance of any such changes. If you do not agree with any such changes, you may cancel the Service in accordance with the procedures for cancellation set forth in these Terms. You acknowledge and agree that it is your responsibility to review these Terms from time to time and to be aware of any such changes.
2. Termination, Cancellation and/or Suspension by TeleMessage; Disclosure of Information. These Terms and the License granted hereunder may be terminated, canceled and/or suspended by TeleMessage at any time if, in TeleMessage’s determination, you breach any of these Terms. Such termination, cancellation and/or suspension by TeleMessage shall be effective immediately upon notification by TeleMessage to you in any reasonable manner, including but not limited to, notification by e-mail. Upon, during, and/or after any such breach, TeleMessage may elect to suspend, terminate and/or cancel its engagement with you and/or recover any and all damages from you arising from or relating to the event(s) giving rise to the suspension, termination or cancellation.
3. Obligations Upon Termination and/or Cancellation. Upon any termination, cancellation and/or suspension of TeleMessage’s engagement with you, you are responsible for any obligations then accrued including, but not limited to, payment of any costs or charges that may arise in connection with such termination, cancellation and/or suspension, and payment of all outstanding transaction fees for use prior to said termination, cancellation and/or suspension occurs. your payment and other obligations under these Terms are not suspended, stayed, or otherwise affected by a suspension of your access to or use of Service (in whole or in part) where said suspension arises from your failure to comply with, or your violation of, these Terms or of any law or legal obligation. Upon termination and/or cancellation, for any reason, you agree to immediately cease using the Service and remove all TeleMessage messaging software installed on any computer in your possession or under your control. TeleMessage shall have no obligation to you after any termination or cancellation of your engagement with TeleMessage.

10. No Warranties or Liabilities

1. GENERAL. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE AND THE INTERNET GENERALLY IS AT YOUR OWN RISK AND THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. TELEMESSAGE WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE ACCESS TO THE SERVICE AVAILABLE TO YOU THROUGH THE REQUIRED ACCESS PROTOCOLS, BUT MAKES NO WARRANTY OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SERVICE OR ANY PART THEREOF AT ANY PARTICULAR TIME OR ANY PARTICULAR LOCATION.
2. ADDITIONAL LIMITATIONS. WITHOUT LIMITING THE GENERALITY OF THE TERMS SET FORTH IN SECTION 11(a), TELEMESSAGE AND ITS AFFILIATES, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS, AND LICENSORS:
   
   1. HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AS TO THE ACCURACY, COMPLETENESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OF THE SERVICE GENERALLY, AND ANY CONTENT OR SERVICES CONTAINED THEREIN, AS WELL AS ALL EXPRESS AND IMPLIED WARRANTIES THAT THE OPERATION OF THE SERVICE GENERALLY AND ANY CONTENT OR SERVICES CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE;
   2. SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INACCURACY, ERROR OR OMISSION IN, OR LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR IN PART BY FAILURES, DELAYS OR INTERRUPTIONS IN THE SERVICE, OR INSTALLATION AND COMPUTER , MOBILE PHONE OR TABLET DISRUPTIONS RELATED TO THE SERVICE, AND ANY CONTENT OR SERVICES CONTAINED THEREIN; YOU HEREBY AGREE TO INDEMNIFY TELEMESSAGE PURSUANT TO THIS SECTION ‎11 FOR ANY AND ALL THIRD PARTY CLAIMS ARISING FROM SUCH FAILURES, DELAYS OR INTERRUPTIONS IN CONNECTION WITH YOUR USE OF THE SERVICE);
   3. SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY MANNER TO THE USE OR INABILITY TO USE THE SERVICE GENERALLY, AND ANY CONTENT OR SERVICES CONTAINED THEREIN. WITHOUT IN ANY WAY LIMITING THE FOREGOING, TELEMESSAGE SHALL IN NO EVENT HAVE (IN THE AGGREGATE) ANY LIABILITY WHATSOEVER IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF AN AMOUNT EQUAL TO TWO TIMES THE LOWEST MONTHLY TRANSACTION FEES FOR YOUR THE SERVICE ACCOUNT IN EFFECT FOR THE MONTHLY PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST CLAIM MADE BY YOU ALLEGING LIABILITY.
   4. DELIVERY METHODS OF MESSAGES TO VARIOUS COMMUNICATION DEVICES IS SUBJECT TO A COMBINATION OF NETWORK PROVIDERS AND SERVICE PROVIDERS TERMS AND CONDITIONS AND NETWORK STATUS OVER WHICH TELEMESSAGE HAS NO CONTROL. TELEMESSAGE SHALL IN NO EVENT BE LIABLE TO REIMBURSE MESSAGE CREDITS, REIMBURSE PAYMENTS OR HAVE ANY OTHER LIABILITY FOR MESSAGES THAT WHERE SENT VIA THE SERVICE BUT NOT DELIVERED, NOT RECEIVED OR NOT ACCURATELY DISPLAYED, HEARD OR REPRESENTED ON ANY SUCH COMMUNICATION DEVICE.
   5. TELEMESSAGE ALSO SPECIFICALLY DISCLAIMS ANY LIABILITY OF ANY KIND FOR COSTS OR DAMAGES ARISING OUT OF PRIVATE OR GOVERNMENTAL LEGAL ACTIONS RELATED TO YOUR USE OF ANY OF THE TELEMESSAGE SERVICES IN ANY COUNTRY.
3. HIGH RISK ACTIVITIES. THE SERVICE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING BUT NOT LIMITED TO USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF SERVICE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES“). IN ADDITION TO THE OTHER DISCLAIMERS AND LIMITATIONS CONTAINED WITHIN THESE TERMS, TELEMESSAGE AND ITS AFFILIATES, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS AND LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES INCLUDING EMERGENCY NOTIFICATION SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, TELEMESSAGE’S LIABILITY (AND THE LIABILITY OF ITS AFFILIATES, AGENTS, CONTENT PROVIDERS AND SERVICE PROVIDERS) SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

4. THE SITE MAY CONTAIN, AND USERS MAY POST VIA THE SERVICE, LINKS TO THIRD PARTY WEBSITES, WHICH ARE NOT UNDER TELEMESSAGE’S CONTROL. TELEMESSAGE SHALL NOT BE RESPONSIBLE FOR THE CONTENT OF ANY SUCH THIRD PARTY WEBSITES, AND THE USE OF WHICH IS AT YOUR JUDGMENT AND RESPONSIBILITY. ALSO NOTE THAT CARRIER ANTI-SPAM ENGINES MIGHT BLOCK MESSAGES WHICH INCLUDE URL SHORTENING LINKS.
5. THE TELEMESSAGE SERVICE AND PURCHASED NUMBERS OR SHORT CODES DO NOT SUPPORT ANY TYPE OF EMERGENCY CALLING. NOR DOES IT SUPPORT ACTIVATION OF SMS.
6. YOU CAN NOT USE NUMBERS ALLOCATED TO YOU BY TELEMESSAGE TO RECEIVE MESSAGES FOR THE PURPOSE OF IDENTITY VERIFICATION SUCH AS ACTIVATION SMS OR ACTIVATION CALLS, AND THE LIKE.

11. Third Party Beneficiaries
Notwithstanding anything to the contrary contained herein, the provisions for “No Warranties and Liabilities” set forth in Section ‎11 herein are for the benefit of TeleMessage and its affiliates, agents, content providers and service providers and each shall have the right to assert and enforce such provisions directly on its own behalf.

12. Indemnification
You agree to indemnify, hold harmless, and defend TeleMessage, and its affiliates, agents, content providers and service providers, against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, consequential damages, incidental damages, special damages, attorneys’ fees and disbursements) arising from or relating to (i) the use of the Service in any manner which violates these Terms or otherwise violates any law, rule, or regulation and (ii) any claims made by third parties arising from your use of the Service, including without limitation any and regulation all third party claims arising from or related to any failure, delay or interruption to the Service. You agree to cooperate as fully as reasonably required in the defense of any claim. TeleMessage reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

13. Application Duplication or Enhancement (“Reverse Engineering”)
You must not (or assist others to) access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit our Services in impermissible or unauthorized manners, or in ways that burden, impair, or harm us, our Services, systems, our users, or others, including that you must not directly or through automated means: (a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services; (b) send, store, or transmit viruses or other harmful computer code through or onto our Services; (c) gain or attempt to gain unauthorized access to our Services or systems; (d) interfere with or disrupt the integrity or performance of our Services; (e) create accounts for our Services through unauthorized or automated means; (f) collect the information of or about our users in any impermissible or unauthorized manner; (g) sell, resell, rent, or charge for our Services; or (h) distribute or make our Services available over a network where they could be used by multiple devices at the same time.

14. Misc.
The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Term will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sub-licensable by you except with TeleMessage’s prior written consent. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the United States of America without regard to the conflict of laws provisions thereof. You and TeleMessage agree to submit to the exclusive jurisdiction of the courts located in the county of Middlesex in the Commonwealth of Massachusetts. The Service shall be deemed a passive server that does not give rise to personal jurisdiction over TeleMessage, whether specific or general, in jurisdictions other than Massachusetts, USA. Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind TeleMessage in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. You and TeleMessage agree that any cause of action arising out of or relating to the Service must commence within 1 year after the cause of action occurs, Otherwise, such cause of action is permanently barred.

Telemessage Privacy Policy

TeleMessage (“TeleMessage,” “we” or “us” or “our” ) is committed to protecting the privacy and security of your personally identifying information. We have prepared this Privacy Policy to explain how we collect, use, protect, and disclose your Personal Information (as defined below), usage data and message data when you use our marketing website located at TeleMessage.com (the “Site”), as well as when you use the TeleMessage Service which includes the TeleMessage mobile app, TeleMessage web interface, TeleMessage Outlook plug-in, TeleMessage APIs, TeleMessage administrator tools and other products and services provided on the TeleMessage.com website (all of the foregoing, collectively, the “Service”). By using the Service you consent to this Privacy Policy.
By visiting the Site or using the Service, you accept the policies and practices described in this Policy, as such Policy may be amended from time to time. Each time you visit the Site or use the Service, you agree and expressly consent to our collection, use and disclosure of the information that you provide as described in this Policy. In any case, and with respect to any Google Account information, we will only use that information to access your Google Account when, and for the limited purposes for which, you have given us permission to do so.
To be clear about the terminology we are using, when we use the phrase “Personal Information” in this Policy, we mean information about you that is personally identifiable, like your name, address, e-mail address, billing information, or phone number, as well as other non-public information that is associated with this personal information. When we use the phrase “Anonymous Information” in this Policy, we mean information that is not personally identifiable, or linked to your Personal Information, such as aggregated information, general demographic information and IP addresses. Anonymous Information does not necessarily enable identification of individual persons.

1. Collection and Use of Information

When you register for the TeleMessage Site and Service (web interface, outlook plug-in, mobile app, APIs and administration tools), we collect information that personally identifies you, such as your full name, mobile telephone number, e-mail address and other information that you provide to us or that you include in any TeleMessage profile or account (“Personal Information”). We also collect your contact lists and/or address book data that will be stored on our servers and will only be used to:

1. notify you when your contacts become active on TeleMessage,
2. indicate which of your contacts is already a TeleMessage user,
3. correctly display the name of each contact as it appears in your address book when a message is received.
4. to allow you to communicate with other users, we might share your contact information with other users.

In addition, we utilize a function that uses this data to synchronize your address book across your multiple devices.
When you send or receive messages using our Service, Aas part of message delivery process, we temporarily process and store your messages, logging information, the recipients your contact data and other message related information. Note that we may share your Personal Information (e.g., name, e-mail address, telephone number) with other message recipients. Such sharing is done for message authentication and identity sharing with message recipients.
After message is processed, and transmitted, we strive to delete message data. However we do not guarantee that all message data will be completely deleted and therefore any message data that you send is sent at your own risk. If your setting is configured to keep message data, we may keep it for display and management when you access our Service through the different components of the Service.
We may also sync contact and application information with our server, to verify your ability to chat with other users of the application, the security level or other application settings.
The copy of your address book (names and phones) is stored on a live database. Data that is deleted from your mobile device and/or the Service may still be stored in our servers for regulatory compliance or audit purposes. Data may have a “historical backup” which can be deleted at any time upon request by the user. Please note that only administrators can request and implement data deletion for company accounts.
Your phone number, which will be verified via a text message that will be sent to you, will be used for identification purposes as your TeleMessage username.
TeleMessage may interact with your phone’s SMS inbox, placing incoming messages in your inbox or reading the contents of the activation SMS sent to you by TeleMessage. If you choose to sync TeleMessage with your SMS/MMS messages, TeleMessage may also access other SMS/MMS information for encryption or server archiving purposes. We may even delete messages from your regular SMS/MMS message store.

Other Usage Data
We collect other usage data regarding how you access and use our Services, like the type of device you are using, and a device identifier, type of web browser, operating system, IP address used for access, ISP used for access, pages you viewed, duration of using our products, crash logs, and other information related to the use of our Services. We use this information to analyze trends. manage and administer the Service, troubleshoot problems, and to plan future enhancements and Service updates.

Company Accounts & Administration Capabilities
For some customers, as well as enterprise organizations, users’ message data and other personal information may be archived or stored in a retrievable format, as well as exported from our servers.
In case your app is used as part of a company account, the company administrator may have access to messages on your phone. He can also control and configure settings related to the application on your device, as well as change SMS/MMS and other phone settings, and have rights and access to messages, settings and contacts including: the ability to deleted messages from your phone after a certain time, ability to wipe messages from your device, PIN enforcement for app usage, archiving of your phone messages on a remote server, access to your phone contacts and the ability to add and view contact on your device, setting other phone and message settings on your device and other Service components such as our web interface and Outlook plug-in.
Your administrator may keep data, messages, and contacts that is deleted from your mobile device and/or the Service for regulatory compliance or audit purposes. If you are part of a company, we may sync and share your contact information with other members of the organization.

Other Services
In the event we make message boards and forums available to you (collectively, “Forums”), you will be solely responsible for the information and any other content you post on and through these Forums and should be aware that when you voluntarily disclose Personal Information (e.g., name, e-mail address, telephone number) on or through these Forums, such information is generally accessible to, and may be collected and used by, other users. This may result in unsolicited messages from third parties, and such messages are beyond our control. We do not exercise control over any users or Site visitors, and in no way are we responsible, nor do we have any liability whatsoever, for any collection or use of information you may disclose through the Forums. This Policy does not cover such disclosure of information. You are encouraged to exercise discretion when providing personal information about yourself in and through Forums. Please do not post any Personal Information on this Site that you expect to keep private.

Cookies, Clear GIFs and Other Automatically Collected Data
If you have permitted your computer to accept cookies, we may use cookies on the Site and the Service. Cookies are pieces of information that a website transfers to an individual’s hard drive for record-keeping purposes. Cookies make web-surfing easier by saving preferences and browsing patterns while you are at the Site. Cookies may be used to analyze the Site usage, improve content, customize the Site’s content and layout and for other customer service purposes. A cookie may enable us to relate your use of our Site to other information about you, including your Personal Information. All of these purposes serve to improve and personalize your experience on our Site. Most Web browsers can be set to inform you when a cookie has been sent to you and provide you with the opportunity to refuse that cookie. Additionally, if you have a Flash player installed on your computer, your Flash player can be set to reject or delete Flash cookies. However, refusing a cookie may, in some cases, preclude you from using, or negatively impact the display or function of, the Site or certain areas or features of the Site.
We may use “clear GIFs” (aka “Web beacons” or “pixel tags”) or similar technologies, in the Site and/or in our communications with you to enable us to evaluate Site usage information about visitors to the Site, target campaigns, upgrade visitor information, and know whether you have visited a Web page or received a message. A clear GIF is typically a one-pixel, transparent image (although it can be a visible image as well), located on a web page or in an e-mail or other type of message, which is retrieved from a remote site on the Internet enabling the verification of an individual’s viewing or receipt of a Web page or message. A clear gif may enable us to relate your viewing or receipt of a Web page or message to other information about you, including your Personal Information.
Our servers may automatically collect data about your Internet address when you visit the Site. This information, known as an Internet Protocol address, or IP Address, is a number that is automatically assigned to your computer by your Internet service provider whenever you are on the Internet. When you request pages from our Site, our servers may log your IP Address and, if applicable, your domain name. Your IP Address is used to help identify you and to gather demographic information about our members and users as a whole, but does not include personally identifiable information. Our server may also record the referring page that linked you to us (e.g., another web site or a search engine); the pages you visit on this Site; the web site you visit after this Site; the ads you see and/or click on; other information about the type of Web browser, computer, platform, related software and settings you are using; any search terms you have entered on this Site or a referral site; and other Web usage activity and data logged by our servers. We use this information for internal system administration, to help diagnose problems with our servers, and to administer our Service. Such information may also be used to gather demographic information, such as country of origin and Internet Service Provider.
We will not link any Personal Information, including e-mail addresses, with aggregate data of our users.
Any or all of these activities with regard to Site usage information may be performed on our behalf by our service providers, including, for example, our analytics vendor(s) and our e-mail management partner(s).

Tell-A-Friend
If you choose to use our referral service to tell a friend about our site, or app, we will ask you for your friend’s name, email address and/or mobile number. We will automatically send your friend a one-time message inviting him or her to visit the site or download our app. TeleMessage does not store this information. The information is only used for the sole purpose of sending this one-time email/text message.

Third-Party Sites and Privacy Practices
You may arrive at our Site and/or download the TeleMessage App from another website. Users who wish to register for our service may register on-line or contact TeleMessage or one of our partners. All users’ information (including users who registered via a partner) is stored with TeleMessage.com and governed by our privacy policy. However, please understand that if you register with a partner they will have their own privacy policy and may use your information differently. Our Policy applies solely to Personal Information that is acquired on the Site or through your use of our Service, and/or your relationship with TeleMessage. We urge you to be careful when you enter any Personal Information online. We accept no responsibility or liability for these other websites.

Analytics Collection
TeleMessage uses Google Analytics and other analytics tools to help us anonymously track and report user/visitor behavior information and users’ standard log information to the Site and the TeleMessage App. This information (including but not limited to: IP address, data storage, maintenance services, database management, web analytics and information processing) helps us analyze and evaluate how the TeleMessage App and Site are used as part of our ongoing efforts to improve the Site and TeleMessage App’s features and services. No personally identifying data is included in this type of reporting. Google Analytics, and other analytics tools may have access to your information only for the purposes of performing these tasks and on behalf of TeleMessage and under obligation similar in those in this Privacy Policy.
We will never (and will not allow any third party to) use the statistical analytics tool to track or to collect any Personal Information of visitors or users. Google will not associate your IP address with any other data held by Google. Neither we nor Google will link, or seek to link, an IP address with the identity of a device user. We will not associate any data gathered from this site with any Personally Identifiable Information from any source, unless you explicitly submit that information via a fill-in form on our website.
If you do not want your information to be part of this statistical information gathering, you can disable Google Analytics using the application settings; visit the ‘More’ screen, tap settings, then disable Google Analytics Collect Data option.

Log Management
We may store log information for debugging or regulatory and compliances purposes.

2. Sharing and Disclosure of Information

We do not rent, sell, or share any information about the user with any third-parties, except as specifically described herein. We may disclose your Personal Information if we believe such action is necessary to:

1. comply with the law, or legal process served on us;
2. protect and defend our rights or property (including the enforcement of our agreements); or
3. act in urgent circumstances to protect the personal safety of users of our Service or members of the public.

In order to provide you with TeleMessage products you have requested, TeleMessage may sometimes, if necessary, share your Personal Information (excluding your address book and related information) and traffic data with trusted partner service providers and/or agents, for example: banking organizations or other providers of payment and analytical services, customer support, or hosting services. TeleMessage will always require these third parties to take appropriate organizational and technical measures to protect your personal data and traffic data and to observe the relevant legislation. TeleMessage will never share your address book information with any third party, except as may be required by law (see below).
Third party companies, such as mobile providers, are used in order to send you an authentication SMS when you register with TeleMessage and for any message that is designated as an SMS/MMS message. In order to send you the SMS/MMS, we share with these third party companies your phone number and/or email address when delivering email messages.
We may disclose information about you if we determine that for national security, law enforcement, or other issues of public importance that disclosure of information is necessary.
We may from time to time ask you to provide information about your experiences which will be used to measure and improve quality. You are at no time under any obligation to provide any of such data. Any and all information which is voluntarily submitted in feedback forms on the Site or any survey that you accept to take part in is used for the purposes of reviewing this feedback and improving the TeleMessage software, products and websites.
We may contact you to send you messages about faults and service issues. Furthermore, we reserve the right to use email, the TeleMessage software or SMS to notify you of any eventual claims related to your use of our software, websites and/or products, including without limitation claims of violation of third party rights. We may send you alerts via the TeleMessage software to notify you when someone has tried to contact you. We may also use the TeleMessage software to keep you up to date with news about our software and products that you have purchased and/or to inform you about other TeleMessage products and related information.

3. GDPR Data Protection Agreement and EU-U.S. Privacy Shield

TeleMessage has self-certified to the EU-U.S. Privacy Shield with respect to Customer Data and to the European Monetary System (EMS) General Data Protection Regulation (GDPR) Data Protection Agreement. For more information, see our GDPR Compliance Statement, Data Processing Agreement and Privacy Shield Notice.

4. Children’s Privacy

TeleMessage websites and software clients are not intended for or designed to attract anyone under the age of 13 and we do not intentionally or knowingly collect Personal Information on our sites from anyone under the age of 13 (or older in some jurisdictions). We encourage parents to be involved in the online activities of their children to ensure that no information is collected from a child without parental permission.

5. Security

We take reasonable precaution to protect Personal Information from misuse, loss and unauthorized access. Although we cannot guarantee that Personal Information will not be subject to unauthorized access, we have physical, electronic, and procedural safeguards in place to protect Personal Information. Personal Information is stored on our servers and protected by secured networks to which access is limited to a few authorized employees and personnel. All employees are made aware of our security procedures as part of our training process. We review our web security procedures on a monthly basis. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure.

6. Business Transitions

In the event that we go through a business transition, such as a merger, acquisition by another company, or sale of all or a portion of our assets, Personal Information will likely be among the assets transferred. As part of such a transaction the new entity will be required to commit to the same level of protection of your Personal Information as described in this Privacy Policy. If we cannot obtain such a commitment, we will not perform the business transition. We will post a notice on this Site of any such change in ownership or control of the Personal Information we may have prior to such transfer.

7. Changes to Policy

From time to time, we may revise this Policy. We reserve the right to update or modify this Policy, or any other of our policies or practices, at any time with or without notice. However, we will not use your Personal Information in a way that is materially different than the uses described in this Policy without giving you an opportunity to opt-out of such differing uses. We will post the revised Policy on the Site, so that users can always be aware of what information we collect, how the information is used and under what circumstances such information may be disclosed. You agree to review the Policy periodically so that you are aware of any modifications. Your continued use of the Site indicates your assent to any changes and signifies your agreement to the terms of our Policy. If you do not agree with these terms, you should not use the Site, the TeleMessage App, or any other Service.

8. Hosting of Site and Service

Please note that the Service and the Site are hosted in the United States and are intended for and directed to users in the United States. If you are an international user, please be advised that through your use of the Service or the Site, you expressly consent to your personal data being transferred to the United States and to the application of the United States federal laws and the laws of the State of Massachusetts (as applicable) to such transfer.

Data Processing Agreement

This Data Processing Agreement “DPA” becomes effective upon the later of i) the acceptance of the Terms of Service or ii) May 25, 2018.
Customer shall make available to TeleMessage and Customer authorizes TeleMessage to process information including personal data for the provision of the Services under the Agreement. The parties have agreed to enter into this DPA to confirm the data protection provisions relating to their relationship and so as to meet the requirements of applicable Privacy Laws.

1. Definitions
1.1 For the purposes of this DPA:
“TeleMessage Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with TeleMessage. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
“Privacy Laws” mean any applicable law relating to data protection and security, including without limitation EU Data Protection Directive (EU Directive 95/46/EC of the European parliament and of the council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data), Directive on privacy in electronic communications (Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector) and General Data Protection Regulation (Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 94/46/RC) (“GDPR”)and any amendments, replacements or renewals thereof (collectively the “EU Legislation”), all binding national laws implementing the EU Legislation and other binding data protection or data security directives, laws, regulations and rulings valid at the given time including any guidance and codes of practices issued by the applicable supervisory authority;
“Security Directives” means all agreed applicable security requirements and security instructions and their updates applicable at each time and described in Appendix 1. The terms “data controller“, “data processor“, “data subject“, “personal data” “processing” and “appropriate technical and organisational measures” shall have the meanings given to them under applicable Privacy Laws.

2. Role of the Parties
2.1 The Parties understand that for the provision of the Services a distinction is made between two types of processing of personal data: (i) the provision of platform services (i.e. the database of call data records and the logs created and managed by TeleMessage on behalf and under the supervision of Customer) for which TeleMessage will act as a data processor and agrees to comply with the respective obligations set out in Articles 3 – 11, and (ii) the transmission of messages (i.e. A2P SMS) by TeleMessage and other Service Providers for which TeleMessage will act as a data controller and agrees to comply with the respective obligations set out in Article 13.

3. Subject matter, nature and purpose of TeleMessage’s processing of personal data
3.1 The subject matter, nature and purpose of the processing of personal data under this DPA is TeleMessage performance of the Services pursuant to the Agreement and as further instructed in writing by the Customer in its use of the Services, unless required to do so otherwise by Privacy Laws, in which case to the extent permitted by Privacy Laws, TeleMessage shall inform the Customer of this legal requirement prior to carrying out the processing. TeleMessage shall only collect or process personal data for the duration of the Agreement to the extent, and in such a manner, as is necessary for provision of the Services and in accordance with the Agreement and Privacy Laws applicable to TeleMessage in its role as data processor.
TeleMessage shall process personal data originating from and sent to a country located in the EU/EEA or Switzerland solely in countries situated in the EU/EEA or Switzerland and not cause any cross border transfer of personal data from a country situated in the EU/EEA or Switzerland to any country situated outside the EU/EEA or Switzerland unless personal data is transferred to a country approved by the European Commission as providing an adequate level of protection for personal data, the transfer is made pursuant to European Commission approved
3.2 standard contractual clauses for the transfer of Personal Data for which the Customer provides a power of attorney for TeleMessage to enter into any such European Commission approved standard contractual clauses with a Sub-processor approved as set out in clause 9 in the name and on behalf of the Customer.

4. Duration
4.1 The processing of personal data will be carried out by TeleMessage for the duration of the Agreement unless otherwise agreed upon in writing.

5. Type of personal data processed
5.1 The Customer may submit Customer personal data to the Services, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to the following categories of personal data:

• Contact information (company, email, phone, physical address)
• First and last name
• ID data
• Title
• Position
• Employer
• Connection data
• Localisation data

6. Type of data subjects
The Customer may submit personal data to the Services, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to personal data relating to the following categories of data subject:

• Customers, business partners and vendors of the Customer (who are natural persons)
• Employees of contact persons of the Customer’s customers, business partners and vendors
• Employees, agents, advisors, freelancers of the Customer (who are natural persons)
• Customer’s Service user including any user of the Services, which Customer permits using the Services

7. Technical and organisational measures
7.1 TeleMessage has implemented and maintains appropriate technical and organizational measures in accordance with Article 28, 3 (c) and Article 32 in particular in relation with Article 5, 1 and 2 GDPR. Such measures include but not limited to physical and IT measures, and organizational measures to protect personal data processed against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Such measures, as described in the Security Directives, and provide a level of security that is appropriate to the risks of the processing having regard to:

1. the state of the art technology;
2. the costs of implementation;
3. the nature, scope, context and purposes of processing, including the type of personal data; and
4. risk for the rights and freedoms of natural persons that personal data relate to.

7.2 The Technical and Organisational Measures are subject to technical progress and further development. In this respect TeleMessage may implement alternative adequate measure, however, the security level of the defined measures must never be reduced. Major changes must be documented.

8. Quality assurances and other duties of TeleMessage
8.1 TeleMessage shall comply with the mandatory requirements referred to in Articles 28 to 33 GDPR, and ensures in particular compliance with the following requirements:

1. Appoint a data protection officer, who performs his/her duties in compliance with Articles 38 and 39 GDPR. The data protection officers contact details are available at TeleMessage web page.
2. Confidentiality in accordance with Article 28, 3 (b), Articles 29 and 32 (4) GDPR. TeleMessage entrusts only such employees with the data processing outlined in this contract who have been bound to confidentiality and have previously been familiarized with the data protection provisions relevant to their work. TeleMessage and any person acting under its authority who has access to personal data, shall not process that data unless on instructions from the Customer, which includes the powers granted in this Amendment, unless required to do so by Privacy Laws.
3. At the Customer’s cost and expense and taking into account the nature of the processing and the information available to TeleMessage, provide such information and assistance as the Customer may reasonably require and within the timescales reasonably specified by the Customer to assist the Customer to comply with its obligations under applicable Privacy Laws which may include assisting the Customer to:

1. notify the Customer of any request TeleMessage receives for a data subject relating to personal data processed;
2. comply with its security obligations;
3. discharge its obligations to respond to requests relating to the exercise of Data Subject rights including right of access, right to rectification, right to erasure (“right to be forgotten”) right to restriction of processing (to the extent that personal data is not accessible to the Customer through the Services);
4. carry out Data Protection Impact Assessment and audit Data Protection Impact Assessment compliance and consult with the supervisory authority
5. following Data Protection Impact Assessment.
1. Unless prohibited by applicable law or a legally binding request of law enforcement, TeleMessage shall promptly notify the Customer of any request by, any government official, data protection supervisory authority or law enforcement authority in respect of any personal data;
2. TeleMessage shall periodically monitor the internal processes and the Security Directives to ensure that processing within TeleMessage area of responsibility is in accordance with the requirements of Privacy Laws and the protection of the rights of the data subject.

9. Sub-Processors
9.1 The Customer agrees that TeleMessage may engage TeleMessage Affiliate or third parties to process personal data in order to assist TeleMessage to deliver the Services on behalf of the Customer (“Sub-processors”). TeleMessage has or will enter into written agreement with each Sub-processor containing data protection obligations not less protective than those in this DPA to the extent applicable to the nature of the Services provided by such Sub-processor. If the Sub-processor processes the Services outside the EU/EEA, TeleMessage shall ensure that the transfer is made pursuant to European Commission approved standard contractual clauses for the transfer of Personal Data which the Customer authorizes TeleMessage to enter into on its behalf, or that other appropriate legal data transfer mechanisms are used.
9.2 TeleMessage shall notify the Customer, in accordance with the mechanism set out in clause 2, thirty (30) days’ in advance of any intended changes concerning the addition or replacement of any Sub-processor during which period the Customer may raise objections to the Sub-processor’s appointment. Any objections must be raised promptly (and in any event no later than fourteen (14) days following TeleMessage’s notification of the intended changes). Should TeleMessage choose to retain the objected to Sub-processor, TeleMessage will notify the customer at least fourteen (14) days before authorising the Sub-processor to process personal data and then the Customer may immediately discontinue using the relevant portion of the Services and may terminate the relevant portion of the Services. TeleMessage will refund the Customer any prepaid fees covering the remainder of the term of such relevant portion of the Service following the effective date of termination and there will be no penalty on either party.
9.3 for the avoidance of doubt, where any Sub-processor fails to fulfil its obligations under any sub-processing agreement or under applicable law TeleMessage will remain fully liable to the Customer for the fulfilment of its obligations under this DPA.

10. Audits and inspections
10.1 The Customer agrees that except as otherwise set out in this provision, TeleMessage’s ISO 27001/22301 certifications, or comparable industry standards, and then current International Standards on Auditing (ISAs) audit reports or comparable industry standard successor reports will be used to satisfy any audit or inspection requests by or on behalf of the Customer and TeleMessage shall make such reports available to the Customer on request. In the event that the Customer, a regulator or data protection authority requires additional information or an audit related to the Services, then, TeleMessage agrees to submit its data processing facilities, data files and documentation needed for processing personal data to audit by the Customer (or any third party such as inspection agents or auditors, selected by Customer) to ascertain compliance with this DPA, subject to being given reasonable notice and compliance with TeleMessage’s Security Directives and the auditor entering into a non-disclosure agreement directly with TeleMessage. TeleMessage agrees to provide reasonable cooperation to Customer in the course of such operations including providing all relevant information and access to all equipment, software, data, files, information systems, etc. used for the performance of Services, including processing of personal data. Such audits shall be carried out at the Customer’s cost and expense.

11. Notification of a data breach
11.1 In the event of TeleMessage aware of any breach of security that results in the accidental, unauthorised or unlawful destruction or unauthorised disclosure of or access to personal data TeleMessage shall, among other things:

1. Notify the Customer in writing immediately but not later than 36 hours after becoming aware of the breach of security
2. Assist the Customer with regard to the Customers obligation to provide information to the data subject and to provide the Customer with relevant information in this regard
3. Support the Customer in consultations with data protection authority.

11.2 To the extent legally possible, TeleMessage may claim compensation for support services under this clause 11 which are not attributable to failures on the part of TeleMessage.
11.3 Customer shall retain all rights, copyright or other intellectual property rights, title and interest to any and all personal data, including all rights relating to
11.4 TeleMessage understands and agrees that such personal data constitutes Customer proprietary and Confidential Information.

12. Deletion and return of personal data
12.1 Upon expiration of the Agreement or in the event of early termination for any reason whatsoever, TeleMessage and its subcontractors shall promptly provide to Customer all personal data held by them for the duration of the Agreement for the performance of the Services. Upon Customer’s request, TeleMessage will destroy copies of personal data held in its systems and confirm this to Customer in writing unless required to keep certain personal data in order to comply with applicable laws.

13 TeleMessage’s Obligations as Data Controller
13.1 In situations where TeleMessage will act as a Data Controller, it undertakes to comply with its obligations under applicable Privacy Laws in respect of any Personal Data processed under the Agreement. It shall process such Personal Data in connection with the transmission of messages and to fulfil its associated obligations under the Agreement or as may be required by law, court order or any government or regulatory authority and in accordance with its privacy policy which is available at https://www.TeleMessage.com/privacy-policy/.

14. Customer’s Obligations
14.1 The Customer shall comply at all times with applicable Privacy Laws in relation to the processing of personal data in connection with the Agreement and the Services.

15. Limitation of Liability
15.1 Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA whether in contract, tort or under any other theory of liability, is subject to the Limitation of Liability section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and this DPA.

16. Security Directives
Description of the technical and organizational measures implemented by TeleMessage:
TeleMessage shall implement the measures described in this appendix, provided that the measures directly or indirectly contribute or can contribute to the protection of personal data under the agreement concluded between the Parties for the processing of data. If TeleMessage believes that a measure is not necessary for the respective Service or part thereof, TeleMessage will justify this and come to an agreement with the Customer. The technical and organisational measures are subject to technical progress and development. In this respect TeleMessage is permitted to implement alternative adequate measures. The level of security must align with industry security best practice and not less than, the measures set forth herein. All major changes are to be agreed with the Customer and documented.

16.1 Risk management
16.1.1 Security risk management

1. TeleMessage shall identify and evaluate security risks related to confidentiality, integrity and availability and based on such evaluation implement appropriate technical and organizational measures to ensure a level of security which is appropriate to the risk.
2. TeleMessage shall have documented processes and routines for handling risks within its operations.
3. TeleMessage shall periodically assess the risks related to information systems and processing, storing and transmitting information.

16.1.2 Security risk management for personal data

1. TeleMessage shall identify and evaluate security risks related to confidentiality, integrity and availability and based on such evaluation implement appropriate technical and organizational measures to ensure a level of security which is appropriate to the risk of the specific personal data types and purposes being processed by TeleMessage, including inter alia as appropriate:
1. The pseudonymisation and encryption of personal data
2. The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services
3. The ability to restore the availability and access to the Customer’s Data in a timely manner in the event of a physical or technical incident
4. A process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing
2. TeleMessage shall have documented processes and routines for handling risks when processing personal data on behalf of the Customer.
3. TeleMessage shall periodically assess the risks related to information systems and processing, storing and transmitting personal data.

16.2 Information security policies
16.2.1 TeleMessage shall have a defined and documented information security management system (ISMS) including an information security policy and procedures in place, which shall be approved by TeleMessage’s management. They shall be published within TeleMessage´s organization and communicated to relevant TeleMessage Personnel.
16.2.2 TeleMessage shall periodically review TeleMessage’s security policies and procedures and update them if required to ensure their compliance with the Security Directives.
16.3 Organization of information security

• TeleMessage shall have defined and documented security roles and responsibilities within its organization.
• TeleMessage shall appoint at least one data protection officer who has appropriate security competence and who has an overall responsibility for implementing the security measures under the Security Directives and who will be the contact person for the Customer’s security staff.

16.4 Human resource security

• TeleMessage shall ensure that TeleMessage personnel handles information in accordance with the level of confidentiality required under the Agreement.
• TeleMessage shall ensure that relevant TeleMessage personnel is aware of the approved use (including use restrictions as the case may be) of information, facilities and systems under the Agreement.
• TeleMessage shall ensure that any TeleMessage personnel performing assignments under the Agreement is trustworthy, meets established security criteria and has been, and during the term of the assignment will continue to be, subject to appropriate screening and background verification.
• TeleMessage shall ensure that TeleMessage personnel with security responsibilities is adequately trained to carry out security related duties.
• TeleMessage shall provide or ensure periodical security awareness training to relevant TeleMessage personnel. Such TeleMessage training shall include, without limitation:
1. How to handle customer information security (i.e. the protection of the confidentiality, integrity and availability of information);
2. Why information security is needed to protect customers information and systems;
3. The common types of security threats (such as identity theft, malware, hacking, information leakage and insider threat);
4. The importance of complying with information security policies and applying associated standards/procedures;
5. Personal responsibility for information security (such as protecting customer’s privacy-related information and reporting actual and suspected data breaches).

16.5 Access control

• TeleMessage shall have a defined and documented access control policy for facilities, sites, network, system, application and information/data access (including physical, logical and remote access controls), an authorization process for user access and privileges, procedures for revoking access rights and an acceptable use of access privileges for TeleMessage personnel in place.
• TeleMessage shall have a formal and documented user registration and de-registration process implemented to enable assignment of access rights.
• TeleMessage shall assign all access privileges based on the principle of need-to-know and principle of least privilege.
• TeleMessage shall use strong authentication (multi-factor) for remote access users and users connecting from an untrusted network.
• TeleMessage shall ensure that TeleMessage Personnel has a personal and unique identifier (user ID), and use an appropriate authentication technique, which confirms and ensures the identity of users.

16.6 Cryptography

• TeleMessage shall ensure proper and effective use of cryptography on information classified as confidential and secret (such as personal data) in accordance with the Customer’s confidentiality classification scheme as directed by the Customer.
• TeleMessage shall protect cryptographic keys.

16.7 Physical and environmental security

• TeleMessage shall protect information processing facilities against external and environmental threats and hazards, including power/cabling failures and other disruptions caused by failures in supporting utilities. This includes physical perimeter and access protection.
• TeleMessage shall protect goods received or sent on behalf of the Customer from theft, manipulation and destruction.

16.8 Admission to the Customer’s premises and the Customer’s leased premises

• TeleMessage’s admission to the Customer’s premises and property (such as datacentre buildings, office buildings, technical sites) is subject to the following:
1. TeleMessage shall follow local regulations (such as regulations for “restricted areas”) for the Customer’s premises when performing the assignments under the Agreement.
2. TeleMessage Personnel shall carry ID card or a visitor’s badge visible at all time when working within the Customer’s premises.
3. After completing the assignment, or when TeleMessage personnel is transferred to other tasks, TeleMessage shall without delay inform the Customer of the change and return any keys, key cards, certificates, visitor’s badges and similar items.
4. Keys or key cards shall be personally signed for by TeleMessage personnel and shall be handled according to the written rules given upon receipt.
5. Loss of the Customer’s key or key card shall be reported without delay to the Customer.
6. Photographing in or at the Customer’s premises without permission is prohibited.
7. The Customer’s goods shall not be removed from the Customer’s premises without permission.
8. TeleMessage Personnel shall not allow unauthorized persons access to the premises.

16.9 Operations security

• TeleMessage shall have an established change management system in place for making changes to business processes, information processing facilities and systems. The change management system shall include tests and reviews before changes are implemented, such as procedures to handle urgent changes, roll back procedures to recover from failed changes, logs that show, what has been changed, when and by whom.
• TeleMessage shall implement malware protection to ensure that any software used for TeleMessage’s provision of the Services to the Customer is protected from malware.
• TeleMessage shall make backup copies of critical information and test back-up copies to ensure that the information can be restored as agreed with the Customer.
• TeleMessage shall log and monitor activities, such as create, reading, copying, amendment and deletion of processed data, as well as exceptions, faults and information security events and regularly review these. Furthermore, TeleMessage shall protect and store (for at least 6 months or such period/s set by Privacy Laws) log information, and on request, deliver monitoring data to the Customer. Anomalies / incidents / indicators of compromise shall be reported according to the data breach management requirements as set out in clause 13, below.
• TeleMessage shall manage vulnerabilities of all relevant technologies such as operating systems, databases, applications proactively and in a timely manner.
• TeleMessage shall establish security baselines (hardening) for all relevant technologies such as operating systems, databases, applications.
• TeleMessage shall ensure development is segregated from test and production environment.

16.10 Communications security

• TeleMessage shall implement network security controls such as service level, firewalling and segregation to protect information systems.

16.11 System acquisition, development and maintenance (when software development or system development is provided to the Customer by TeleMessage)

• TeleMessage shall implement rules for development lifecycle of software and systems including change and review procedures.
• TeleMessage shall test security functionality during development in a controlled environment.

16.12 TeleMessage relationship with sub-suppliers

• TeleMessage shall reflect the content of these Security Directives in its agreements with Sub-processors that perform tasks assigned under the Agreement.
• TeleMessage shall regularly monitor, review and audit Sub-processor’s compliance with the Security Directives.
• TeleMessage shall, at the request of the Customer, provide the Customer with evidence regarding Sub-processor’s compliance with the Security Directives.

16.13 Data breach management

• TeleMessage shall have established procedures for data breach management.
• TeleMessage shall inform the Customer about any data breach (including but not limited to incidents in relation to the processing of personal data) as soon as possible but no later than within 36 hours after the data breach has been identified.
• All reporting of security-related incidents shall be treated as confidential information and be encrypted, using industry standard encryption methods.
• The data breach report shall contain at least the following information:
1. The nature of the data breach,
2. The nature of the personal data affected,
3. The categories and number of data subjects concerned,
4. The number of personal data records concerned,
5. Measures taken to address the data breach,
6. The possible consequences and adverse effect of the data breach, and
7. Any other information the Customer is required to report to the relevant regulator or data subject.
• To the extent legally possible, TeleMessage may claim compensation for support services under this clause 13 which are not attributable to failures on the part of TeleMessage.

16.14 Business continuity management

• TeleMessage shall identify business continuity risks and take necessary actions to control and mitigate such risks.
• TeleMessage shall have documented processes and routines for handling business continuity.
• TeleMessage shall ensure that information security is embedded into the business continuity plans
• TeleMessage shall periodically assess the efficiency of its business continuity management, and compliance with availability requirements (if any).