Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the www.unisender.com website and its Software (the “Service”) operated by ECOMZ Holding Limited (“Licensor”, “us”, “we”, or “our”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
Paid Service policy shall be governed by a separate agreement entered between you and ECOMZ Holding Limited or one of its partners depending on your country of residence or incorporation.
1.1. Software (SW) – Licensor’s program for electronic computers; represented in an objective state as a collection of data and commands that were designed for operation of electronic computers and other computer devices in order to obtain a certain result including derived from the use of such program audiovisuals, accompanying documentation, as well as updates being installed on the Licensor’s servers and network, the access to which is being provided to the End User through the internet site located at http://www.unisender.com, whereby End User may implement Electronic Mailing as well as use other functional possibilities of such SW.
1.2. Licensor – the owner of exclusive property rights for the Software, namely “ECOMZ HOLDING LIMITED.
1.3. License – the right to use the Software as defined herein.
1.4. End User – A legally capable individual of legal age or a legal entity which is a Party to this Terms acting as the licensee and entitled to use the Software in the amount and on the terms and conditions stipulated by this Terms.
1.5. Territory – an unlimited territory to which the rights to use the Software provided under this Terms shall apply.
1.6. Subscriber – individuals, users who have agreed to receive Electronic Mailing of the User and who are stored in the client database of the End User, connected to cellular networks of Communication providers for receiving SMS-messages (Communication providers subscribers) or those who use electronic mailing to receive e-mail messages.
1.7. Electronic Mailing – mass message delivery via e-mail and SMS and / or Viber Application.
1.8. SMS (Short Message Service) – short messaging service that allows sending and receiving of short text messages intended for the mobile phones and mobile terrestrial networks, including standard GSM.
1.9. Viber Message shall mean a message originated by End User and delivered through the Viber Application to Subscriber, who has opted in with End User to receive such message. Such message can contain text (up to 1000 characters in any language), images, buttons (linking to a URL-address) in any combination.
1.10. Viber Application shall mean a mobile first, platform developed by Viber Media S.àr.l, that consists of a VoIP system, messaging service, groups and other means of interaction which can be installed on a mobile, tablet and desktop device.
1.11. Promotional and/or Other Messages – shall mean messages which contain advertisement/promotional content and/or business offers, and/or any other commercial information, and/or congratulatory messages, and/or combination of Transactional Messages and advertisement/promotional content/congratulatory message and messages which cannot be considered as Transactional Messages.
1.12. Transactional Messages – shall mean transactional messages which are targeted to a specific Subscriber and contain service notification for Subscriber about the transactions/activities performed in favour of or with regard to Subscriber and which do not contain any advertising material and/or promotional information and/or any congratulatory message.
1.13. Viber ID – is a unique digital code that is formed after the End User is approved and registered by company Viber Media S.àr.l, and is used by such company to identify the End Users on their equipment.
1.14. Personal Account – virtual personal account of End User located on servers of Licensor at the address http://cp.unisender.com, which can be accessed after the authorization (inputting user name and password known only to the End User) via HTTPS data exchange.
1.15. Grey Listing – one of the technologies to protect against unauthorized correspondence. The principle of this technology is the simulation of temporary connection errors on the server of Subscriber to cut some types of rapid spamming. Delay in delivery of messages can vary randomly up to several hours.
1.16. Spam Complaints – one of the following events:
а) notification from Subscriber or from anti-spam organizations on receiving unsolicited correspondence;
b) blocking of mail servers and URL-addresses of Licensor at major web resources;
c) delivery of FBL complaints from the recipient mail server.
1.17. FBL – technology of feedback when Licensor is notified by the mail server of Subscriber on complaint of Subscriber to receive unwanted messages from End User. Typically, this event occurs when recipient press the button “This is spam”.
1.18. Spam – mass message delivery to wide range of individuals who did not express explicit consent to receive such information.
1.19. Information Materials – any materials (including, but not limited to: text, graphics, audio, video, etc.) included into the Electronic mailing messages by the End User and placed by the latter into the SW.
2. SUBJECT MATTER
2.2. To use the software, the End User must register (create an account) on the website of the Licensor http://www.unisender.com. After such registration, End User gets access to the Personal account using the credentials (login, password) entered by the End User at the time of registration on the website.
2.3. End User may not use the Software for purpose or in a way not specified in this Terms and / or for a purpose or in a way which violate the terms of this Terms.
2.4. The rights provided in accordance with clause 2.2. of this Terms, may be exercised by the End User within the Territory (clause 1.5), during its term for test use of Software for the purpose of carrying out test Electronic mailings to the addresses of Subscribers of the End User. Paid Services provision shall be governed by a separate Terms entered between you and ECOMZ Holding Limited or one of its partners depending on your country of residence or incorporation.
2.5. The End User is prohibited from providing third party authentication data from the Personal Account or otherwise make available to third parties the opportunity to use the Software.
2.6. Software is not sold but licensed for use by the End User in strict accordance with this Terms. Title to the Software or the right to dispose the same shall not be transferred hereby to the End User and the End User is not permitted to sell or otherwise assign rights in the Software obtained herein.
3. USE OF SOFTWARE
3.1. The End User uses Software through Personal account where the End User personally creates text messages and instructions for sending e-mails and SMS messages to subscribers in the specified time.
3.2. In the event the Subscriber uses the technology “Grey listing”, the delivery time of messages to such server shall be increased for the respective duration of temporary correspondence receipt denial.
3.3. End User is required to form an order on sending of all types of messages only if there is a consent from Subscribers to receive such messages. End User shall personally and at own expense receive prior consent, settle any claims of any third party, including the message recipients, public authorities on all matters arising out of the End User’s breach of this Terms.
3.4. End User acknowledges and accepts the possibility that after the expiry of Time To Live (TTL) for Viber Message and after a substitutive SMS was sent to a Subscriber, a Subscriber may still receive the initially sent Viber Message even if an SMS with the same content was already delivered. The reason for such delivery lies in the platform of Viber which will attempt to deliver such Viber Message within fourteen (14) calendar days or within any other period that may be changed by Viber Media S.àr.l from time to time depending on its technical capabilities.
3.5. For the sending of Promotional and/or Other Messages via Viber Application, End User shall ensure that the first message sent to each Subscriber shall be a Transactional Message (not Promotional and/or Other Messages).
3.6. End User is prohibited from sending messages that do not comply with applicable law and / or the legislation of the Subscriber’s country; violate someone’s intellectual property rights; violate the rights and legitimate interests of third parties (including those containing photographs or videos, the main object of which is a person, if this person did not agree to the placement of a photograph or video with his participation); contain computer viruses or programs (or links to them) capable of interrupting or disrupting the normal functionality of computer hardware or software or telecommunications equipment of any persons, including mail-out of:
b) misleading information;
d) malware and unlicensed software;
d) incitement to racial, religious or sexual discrimination;
e) copyrighted material and trademarks of third parties used without permission;
f) the material of an erotic, pornographic or obscene nature;
g) special categories of personal data according to Art. 9 GDPR.
3.7. End User agrees that some mail-outs including, but not limited to, cases where the content of the mail-out does not meet the requirements hereunder or of applicable law, or contains signs that the Subscribers have not agreed to receive mailings, may be blocked by the Software.
3.8. Software inserts a link in each message which allows Subscriber to unsubscribe from End User mailings. The End User has no right to conceal or mask the link.
3.9. It is prohibited to integrate Software functions into third-party sites and services, unless such integration is expressly permitted by Licensor; to perform actions aimed at misrepresentation of the Licensor and / or other users of the Software and / or Subscribers; registration in the Software on behalf of or in lieu of another person, except when this person granted such rights to the End User on the basis of a power of attorney or other legal document executed in accordance with applicable law; disclose the technology or decompile the Software except in cases and only to the extent that such actions are expressly permitted by applicable law, despite the existence of this restriction in the Terms.
3.10. It is prohibited to grant the right to use and / or access to the Software to a third party, unless this is provided for in a special Terms with the Licensor. The transfer can also not be implicit, for example, by the assignment.
3.11. The End User shall ensure that the storage, processing, copying, reproduction, distribution and other use of the Information Materials provided by the End User within the Software and that contain intellectual property (including but not limited to text, graphics, audio and video, computer programs, databases, signs for goods and services, etc.,) does not violate anyone’s rights.
3.12. Using the Software, the End User grants the Licensor the right to use the Information Materials provided by the End User in the volume that is necessary to process the End User’s requests with the help of software and is stipulated in the Terms.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. End User may:
4.1.1 Use the Software on the terms and conditions stipulated herein.
4.1.2 Address to the Licensor in order to obtain technical and other consultancy support related to usage of the Software.
4.2. End User is obliged to:
4.2.1. In due course and in full execute payments for paid usage of Software under a separate agreement entered between You and ECOMZ Holding Limited or one of its partners depending on your country of residence or incorporation.
4.2.2. Do not include in the address database Subscribers who did not consent to receive the mailing. Remove from the address database Subscribers who refused to receive the newsletter.
4.2.3. Do not perform any action that could break operation of the Software.
4.2.4. Do not perform mail-outs in the interests of third parties on the basis of its own subscribers unless Subscribers have agreed to receive such information.
4.2.5. Do not damage, block, overload or otherwise compromise the networks, servers where the Software is installed. Otherwise, the End User is obliged to compensate for the losses caused by the above actions, and the Licensor has the right to suspend the Terms until End User ceases such actions and the losses incurred will not be properly compensated.
4.2.6. independently bear all costs associated with access to the Internet, payment for traffic, etc.
4.3. Licensor may:
4.3.1. Suspend the use of the Software by the End User during necessary preventive (routine) and repairing works that are to be scheduled for a time when it can do the least damage to the End User and inform the End User by e-mail indicated in the Personal Account, not less than two (2) business days prior to the date of such works.
4.3.2. Update the versions of the Software;
4.4. The Licensor shall:
4.4.1. Grant End User the right to use the Software according to the nomenclature of Software ordered and paid by the End User under a separate agreement entered between You and ECOMZ Holding Limited or one of its partners depending on your country of residence or incorporation.
4.4.2. Represent that the acceptance of this Terms does not violate the exclusive proprietary rights of the Licensor;
4.4.3. Provide End User with advisory support related to the use of the Software via any channels listed on the page www.unisender.com/en/contacts. during business hours (weekdays from 8 a.m. to 7 p.m., UTC +3).
4.4.4. Keep confidential information obtained from the End User, do not disclose, publish and restrict access to third parties (unless required by applicable legislation).
5. TERMS OF PAYMENT
5.1. Terms of payment for paid use of Software shall be governed by a separate agreement entered between You and ECOMZ Holding Limited or one of its partners depending on your country of residence or incorporation.
6. PROCEDURE FOR ACCEPTANCE
6.1. The right to use the Software by the End User for test purposes is proved by this Agreement.
7. LIMITATION OF LIABILITY
7.1. The Software is provided to the End User “as is” in accordance with generally accepted international principles. This means that for issues arising in the process of accessing, updating, maintenance and operation of Software (including compatibility issues with other software), inconsistency of the results of usage of the Software to End User’s expectations, and for any consequences arising from the use or non-use of Software by the End User, the Licensor is not responsible. The software is not intended and should not be used in information systems operating in hazardous environments or serving life-support systems where a malfunction could endanger human life or result in large financial losses.
7.2. The Licensor shall not be liable for failure in receiving or untimely receiving the End User’s messages by the Subscriber, due to the fact that:
– delivery of SMS-massages to Subscribers by Communication providers is only possible within a radio coverage area by the base stations of the respective networks;
– the quality of delivery of SMS-messages can be adversely affected by such factors as physical barriers that prevent propagation of radio waves, weather and atmospheric phenomena, cases of radio interference, as well as accidents in telecommunication networks that are connected to hardware and software systems of Licensor;
– Subscriber’s mobile phone may be switched off at the moment of delivery of SMS-messages;
– while delivering of e-mail messages, the inbox of Subscriber may be blocked or Subscriber’s e-mail provider, may refuse to accept such e-mail for technical or other reasons, including mismatch of message content with requirements of provider;
– Subscriber’s mail server refuses to accept messages basing on their content;
– mail server of Subscriber uses the “Grey listing” technology and refuses to accept messages for a long time;
– Subscriber’s mail server refuses to accept the messages, if the message contains link to a resource that does not belong to the Licensor or being blacklisted in URL-addresses blacklists.
7.3. End User is solely responsible for the content and form of messages, for the accuracy, reliability, completeness, legality and quality of information contained in his mailings, legality of the use of logos, signs for goods and services, commercial names and other objects of intellectual property and means of individualization, as well as for the absence of mandatory information provided in the legislation of Cyprus or other applicable legislation.
7.4. End User is responsible for keeping confidential its authorization credentials (login, password) needed to access Personal Account. Actions committed by the Software use with End User’s credentials shall be deemed as actions committed by the End User itself.
7.5. Information provided by the Licensor about its activities in the form of news, press releases and other information materials is actual as of the date of their dissemination. In connection with subsequent events and at the expiration of time, some such information may be incomplete or untrue, however, Licensor will take reasonable economic measures to update or delete it.
7.6. The End User shall be provided with information about various projects and future events related to the software, experimental Software functions, etc. However, such information will always be preliminary and actual events and circumstances may differ as a result of various factors.
8. RESPONSIBILITY OF THE PARTIES
8.1. For any failure to perform its obligations under the Terms Parties bear responsibility in accordance with the Terms and applicable law.
8.2. The Licensor’s liability under any of the provisions of this Terms is limited to the amount of EUR 10.00. These restrictions do not apply to those types of liability that cannot be excluded or restricted in accordance with applicable law.
8.3. Using the Software by the End User in a way not stipulated herein or in excess of granted rights shall constitute violation of the Licensor’s rights.
8.4. In no event will either Party have any liability to the other Party for any lost profits, revenues or indirect, special, incidental, consequential, cover or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a Party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.
8.5. In the event that the End User’s use of the Software under the Terms for the purpose of sending messages has become the basis for serving to the Licensor claims, lawsuits and / or instructions for the payment of penalties from state authorities and / or third parties, the End User undertakes immediately upon the Licensor’s request to provide him the requested information relating to such distribution and the content of the messages, to assist the Licensor in the settlement of such claims and lawsuits, and to reimburse all damages (including legal costs, fines, legal expenses) incurred by the Licensor as a result of such claims, actions, orders for violation of the rights of third parties and / or current Cyprus law and / or other applicable law
8.6. In the event that the claims of third parties to the End User are related to a violation by the End User of the terms of this Terms, the End User shall immediately notify Licensor and settle such claims independently, at his own expense and without Licensor being involved, or undertake other actions that exclude the occurrence of expenses and losses of the Licensor. The Licensor has the right to independently take measures aimed at protecting the reputation of the Licensor or settling claims, in which case the End User is obliged to reimburse all costs incurred by the Licensor (including legal costs, fines, legal expenses).
8.7. All penalties stipulated in this Terms shall be due and payable for the entire period of delay.
9.1. The Licensor undertakes not to use End User’s database of Subscribers in any way, except for cases when it is required for normal functioning of the Software, rent or sell End User’s database of Subscribers, and make every reasonable and sufficient efforts to ensure inaccessibility of the specified database to third parties.
9.2. Parties undertake to be bound by confidentiality of documents and information received hereunder. The Parties shall take all necessary measures in order to prevent full or partial disclosure of specified information or acknowledgement of third parties with it without prior mutual agreement. Only persons which belong to the staff of the Parties or authorized persons which are directly related to execution of obligations hereunder may be acknowledged with the documents and information received.
9.3. Upon request of the End User addressed to the Licensor as well as after termination of this Terms Licensor shall delete from its data End User’s information and his database of Subscribers.
9.4. The fact of acceptance of this Terms shall not confidential, the End User can inform an unlimited number of persons that the End User uses UniSender Software to deliver their newsletters during the term of the Terms.
9.5. For the avoidance of doubt, any verbal or written exchange of information, correspondence, requests concerning performance by the Parties of the terms of the Terms are confidential.
9.6. For GDPR compliance purposes personal data treatment shall be arranged in accordance with ECOMZ HOLDING LIMITED GENERAL DATA PROCESSING ANNEX which is hereby incorporated by reference, shall apply and the Parties agree to comply with such terms.
10. PROTECTION OF TRANSFERRED RIGHTS
10.1. During the term of this Terms, the End User agrees not to challenge any intellectual property rights of the Licensor and do not facilitate this.
10.2. End User shall promptly notify Licensor on events of unauthorized use of the Software by third parties which have become known to the End User.
10.3. In the event the End User is addressed with a complaint or claim for the violation of intellectual property rights of third parties in connection with the use of the Software, End User, subject to absence of his fault, shall immediately notify Licensor, and the Licensor shall take measures to resolve such claims.
11. FORCE MAJEURE
11.1. Parties are not responsible for the partial or total failure to perform their obligations under this Terms if the execution of the same is being prevented by extraordinary and irresistible conditions of Force Majeure.
11.2. Under Force Majeure Parties understand such circumstances as earthquakes, fires, floods, other natural disasters, epidemics, accidents, explosions, acts of war, as well as changes in legislation, which led to the inability of the Parties to perform their obligations hereunder.
11.3. In the event of Force Majeure preventing the fulfillment of the obligations under this Terms of one Party, it thus shall notify the other Party immediately after the occurrence of such circumstances and the term of fulfillment of obligations under this Terms shall be extended according to the time during which the act of Force Majeure took place.
11.4. If the Force Majeure is in effect for one (1) month, either Party may unilaterally terminate the execution of this Terms by providing the other Party with notice of this fact and the date of the termination.
12. APPLICABLE LAW. DISPUTES
12.1. This Terms shall be governed by law of Republic of Cyprus.
12.2. Parties shall use best efforts to make all disputes and controversies, which may arise between Parties related to this Terms or in connection with it, resolved through negotiations. If no Terms is reached, the disputes between the Parties related to this Terms or in connection therewith shall be settled at the place of location of the defendant.
13. DURATION AND TERMINATION CONDITIONS OF THE TERMS
13.1. The Terms comes into force from the moment of acceptance of its terms by the End User and is valid during the entire period of use of the Software by the End User before the expiry of the period of granting the right, provided the End User complies with the terms of this Terms.
13.2. Licensor reserves the right to unilaterally terminate this Terms without paying End User any compensation, if
(A) the percentage of Complaints from End User’s Subscribers for receipt of undesirable correspondence exceeds 0.5% of recipients number in the delivery list (but not less than 20 people) over 15 consecutive days altogether and / or
(B) Viber Media S.àr.l. prohibits or blocks the provision of Viber Messages sending services in any form or revokes / cancels the right or license required by Licensor and / or its counterparties to provide the sending of Viber Messages; in which case the Licensor has the right to terminate the Terms in whole or in part in relation to the sending of Viber Messages by sending an electronic notice to the End User with immediate effect.
13.3. If during 1 (one) calendar year since the last login to the Personal Account there was no End User activity in Personal Account, namely: no entering to End User Personal Account and / or no payments for the use of Software, Licensor has the right to cancel provision of Software to End User and delete End User Personal Account and Information Content partly or in full, thereby terminate this Terms. Licensor may send End User a notification by e-mail specified in End User Personal Account, 30 (thirty) and / or 7 (seven) and / or 1 (one) calendar day before the date of the specified event. In the event that the End User does not respond with a request to prevent deletion to notifications sent and / or does not log in to the Personal Account, Licensor shall not bear any responsibility for the preservation / non-preservation of End User data, Personal Account and Information Content.
14.1. The Licensor reserves the right to amend the terms of this License Terms about which he may notify the End User by e-mail specified by the End User in the Personal Account or by posting such information on the Licensor’s website, 30 days before the changes come in force in respect of email mailing, and in respect of terms of delivery via SMS and / or Viber – 72 hours before the changes come into force. The End User has the right to refuse to accept the amended terms of the Terms, not to order, pay or use the Software, and in this case, this Terms will be deemed terminated. By using the Software, the End User confirms his Terms with the terms of this Terms in the latest valid version.
14.2. In regards to Viber Messages the End User is hereby informed of, understands and agrees that Viber Media S.àr.l. is always working on adding additional features to their services, and because of that, and also since sometimes applicable laws change, in regards to Viber Messages the Terms may be revised and reissued occasionally. The End User shall con-sent and agree to get acknowledged with the current version of the conditions in respect of Viber Messages at http://www.viber.com/eula (the Viber Terms). The End User shall consent with to receive notices of updates of the Viber Terms through Viber Media S.àr.l. posting of updated Viber Terms on the services of Viber Media S.àr.l.. If the End User does not agree with any provisions of the updated Viber Terms, the End User shall cease using Viber Messages and / or delete his / her account with respect to Viber Messages. By continuing to use any of the Viber Messages services, the End User accepts all changes to the Viber Terms.
14.3. The parties give their consent to the processing, collection and storage of personal data, in accordance with the norms of the current legislation.
14.4. In the event that any provision of the Terms becomes invalid or unenforceable, all other provisions of the Terms remain in effect.
Revised September 03, 2018
ECOMZ HOLDING LIMITED
Registration number: 309897
Legal and post Address:
Republic of Cyprus,
street 6B Georgiou Karyou,