WOZTELL platform Terms of Service

OVERVIEW

This website is operated by Sanuker Inc. Limited. Throughout the site, the terms “Sanuker”, “WOZTELL”, “we”, “us” and “our” refer to Sanuker Inc. Limited, its subsidiaries and affiliates (as applicable). Sanuker Inc. Limited offers this website, including all information, tools and services available from this site to you (collectively the “Service”), the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site, using the Service, using any of our products and services, participating in an electronic conversation facilitated by our products and services, and/ or purchasing something from us, you engage in the “Service” and agree to be bound by the following terms and conditions (“Terms of Service” or “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Service, including without limitation users who are browsers, vendors, customers, merchants, consumers and/or contributors of content.

Please read these Terms of Service carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current website shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes.

SECTION 1 – WEBSITE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 – GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

During the period of Service, you hereby grants to Sanuker a worldwide, non-exclusive, non-transferable and non-sub-licensable royalty-free license to use your trademarks and logos made available to Sanuker as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Service, including listing the you and your Service on the Sanuker’s website; and only in accordance with your reasonable trademark usage guidelines, as updated by you from time to time. You may require Sanuker to cease using your trademarks and logos if, in your reasonable opinion, the continued display of your trademarks and logos would cause a materially adverse effect on your image and the goodwill associated therewith.

Sanuker expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the Service (or any part thereof) and any other materials or content provided by Sanuker under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collectively, the “Sanuker Property”), in each case. All right, title and interest in the Sanuker Property will remain with Sanuker (or Sanuker’s third party suppliers, as applicable). You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Service which Sanuker or its suppliers own. You agree not to resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Sanuker. For greater certainty, the Sanuker Property is licensed and not “sold” to you. Sanuker claims no intellectual property rights over the Content you upload or provide to the Service.

You acknowledge and agree that Sanuker may store, use, reproduce, modify, and transfer to its subcontractors, Customer Data, including Personal Data, solely in connection with delivering the Services under this Agreement. You further acknowledges and agrees that Sanuker may store, use, reproduce, modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. You agree to cause any parties involved in this Service to agree to the terms.

The Service is available only to individuals who are at least 18 years old.

SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES

Prices for and service level of our products and services are subject to change without notice.

We reserve the right to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 – PRODUCTS OR SERVICES (if applicable)

Products or Services are available exclusively online through the website. These products or services may have limited quantities and are subject to refunds only according to our Refund Policy.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any products or services at any time. Any offer for any products or services made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 – SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) is a part of your agreement to this Terms of Service. This SLA applies to the WOZTELL Chatbot Builder and WOZTELL Online Services listed herein (“WOZTELL” or “Services”), but does not apply to separately branded services made available with or connected to WOZTELL and Services or to any on-premises software that is part of WOZTELL and Services. We will not modify the terms of your SLA during the initial term of your subscription; however, if you renew your subscription, the version of this SLA that is current at the time of renewal will apply throughout your renewal term. We reserve the right to modify this SLA (or any part or content thereof) without notice at any time. No SLA is provided for the free plan.

We guarantee in this SLA, excluding WhatsApp Business API Client, that within your subscription period:

  • WOZTELL core service will be available at least 99% of the time. 

  • All the chatbots created on WOZTELL will support a message throughput rate up to 4.0 requests per second.

  • For WhatsApp push notifications, the default WhatsApp channel will support up to 1,000 text-based template message push per day in total. For media-based messages, the channel will support up to 100 per day in total. If there is a high concurrency of incoming user messages in the day during the push, the above limit maybe affected. Server upgrade can be provided at extra charge.

  • All text conversation history of all end-users on all messaging platform(s) will be stored up to 24 months. Automatic deletion of text conversation history will be performed on a rolling basis.

  • All analytics and member tagging data of all end-users on all messaging platform(s) will be stored on a lifetime basis.

  • Multimedia files received from end-users on all messaging platform(s), except for WOZTELL Web Chat Plugin, will be stored on the corresponding third-party messaging platform(s) with no storage limit. Multimedia files received from end-users on WOZTELL Web Chat Plugin and uploaded to WOZTELL will be stored on a lifetime basis with storage limit up to 10 GB (For enterprise account, the storage limit is up to 100 GB). In case you have reached the storage limit, you may increase the capacity at US$10 per additional 10GB per month.

  • You may notify us in writing to request for data deletion, including but not limited to all text conversation history, analytics and member tagging data, multimedia files and other essential data within your WOZTELL App, at least 30 days prior the implementation of actual deletion.

We will also provide the following service support within your subscription period:

  • Technical email support during Business Hours:

    • Business Hours are 24/5, Monday to Friday. The convention of time is GMT+8, Hong Kong Time.

    • Technical Support: WOZTELL Support Team, support@woztell.com

    • Acknowledgement of receipt will be returned within 24 Business Hours.

  • Maintenance and warranty of WOZTELL, which includes:

    • Platform updates and changes WOZTELL and supporting platforms during Business Hours.

    • Hot Fix to any severe service disruption to Chatbot caused by WOZTELL (“Severe Platform Error”) regardless of Business Hours. Severe Platform Error excludes but not limited to the following scenarios:

      • Manual error performed not by Sanuker (“Client Errors”) including but not limited to accidental tree deletion, accidental channel deletion, accidental node deletion and error code implementation.

      • Errors or issues which are not caused by WOZTELL backend architecture (“External Factor”)

    • Sanuker shall not be responsible for any backup or recovery service of Client’s chatbot data loss due to Client Errors and External Factors.

    • Sanuker will investigate and confirm if a Severe Platform Error does indeed exist with reference to the performance reflected by Sanuker’s system monitoring service and at our reasonable discretion.

    • If we have confirmed that the error is a Severe Platform Error, we will target to resume WOZTELL to normal service within 2 hours regardless of Business Hours. However, depending on the scale of the Hot Fix and to the best endeavors used by Sanuker, the service resumption time will be adjusted at our reasonable discretion.

SECTION 7 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

SECTION 8 – PAYMENT

Our charges are posted on our website and may be changed from time to time. If any part of a month or a year is included in the Term, then payment is due for the full month or year. Payments are due for any month or year on the same or closest date to the day you made your first monthly or annual payment (the “Pay Date”). If you request for a higher limit, please send us the request here.

If you have signed up for a WOZTELL subscription, you will agree to a payment method arranged by us. If we’re unable to receive your payment according to the arrangement, we’ll try to contact you by email and suspend your account until we receive your payment.

We’ll give you a refund for a prepaid month or year if we stop providing our Services to you for a reason that’s not laid out in these Terms. You won’t be entitled to a refund from us under any other circumstances. We may offer a refund if you apply for one based on the requirements posted on the Website.

We may change our fees at any time by posting a new pricing structure to our website and/or sending you a notification by email.

The Service may include certain features that enable you to gain access to WhatsApp Business Services. You agree to the setup for WhatsApp Business API, and will provide all the necessary information as required by WhatsApp to Sanuker. You shall adhere to all the policies and terms and conditions set by WhatsApp at all times. WhatsApp may update WhatsApp Business Policy without notice; by continuing to use the WhatsApp Business Services after such change, you consent to such changes. Sanuker shall take no responsibility in the termination of your WhatsApp Business Service caused by the change of WhatsApp Business Policy. You agree that the capability of your WhatsApp Business Services is limited by the Service provided by Sanuker.

The Service may include certain features that enable you to sell goods, products, content, media and services (your “User Products”) through in-bot payments.

You are solely responsible for the content of your communications with your end users via the Service, any User Products you may provide through your use of the Service, any payments related activities, and any promotions and related content contained or referred to in your bot or through your use of the Service, and compliance with any laws applicable thereto. We are merely providing the platform for you to manage your such activities. We are not involved in and disclaim any responsibility for your User Products, your relationship with and/or any transaction with any actual or potential end user of your User Products. When someone purchases your User Products, such transaction’s payments will be processed through a third-party payment service, in accordance with such service provider’s terms of service and other applicable policies. We are neither a party to nor are responsible in any way for your relationship with payment service providers, or for the actions of any of these payment service providers.

By using any of our payments features, you acknowledge, warrant and agree that:

  • You shall be solely and fully responsible for all taxes and fees of any nature associated with your payments activities, including any taxes related to the purchase or sale of the User Products, and to collect, report and remit the correct amounts to the appropriate authorities and/or inform your end users of such and provide them with a duly issued invoice as required by law;

  • You shall be responsible for and bear all costs of procuring and delivering your User Products, and for providing them in a safe and professional manner, consistent with industry standards;

  • You are solely responsible for any and all statements and promises you make and for all assistance, warranty and support regarding the User Products, and shall provide true contact information on your bot for any questions, complaints or claims; and

  • You may not offer or sell any User Products, or provide any information, content or material regarding User Products, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export; to the extent you operate on Facebook Messenger, WhatsApp, Stripe or Paypal, your User Products and your use of such service must also comply with Facebook, WhatsApp, Stripe and PayPal regulations.

We may, at any time and at our sole discretion, suspend, disable access to or remove your bot and/or any User Products (if any suspicious activity, content or products are detected or reported)- whether or not incorporated, published with or made a part of your bot at such time, without any liability to you or to any of your end users, including for any capacity loss resulted therefrom.

You are solely responsible for verifying the identity of users and of the eligibility of a presented payment card used to purchase your User Products, products and services, and Sanuker does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged back. You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Sanuker may add or remove one or more types of cards as a supported payment card any time without prior notice to you.

You and you solely, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ cards through the Service.

You are fully responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, card, or transaction information on your website.

SECTION 9 – COMPLIANCE WITH LAWS

You represent and warrant that your use of any part of the Service will comply with all applicable laws and regulations. You are responsible for determining whether our Services are suitable for you to use in light of any applicable regulations such as EU Data Privacy Laws or other laws. If you’re subject to regulations (such as HIPAA) and you use our Service, then we won’t be liable if our Service doesn’t meet those requirements. You may not use our Service for any unlawful or discriminatory activities, including acts prohibited by the Laws of Hong Kong, or other laws that apply to commerce. You are also responsible to notify the end-user of data collection in connection with the Software, as required by applicable law.

If you are located in the European Economic Area (EEA) or serve end-users in the EEA market, you represent and warrant that in using the Software, you:

  1. Will get consent or use any other available, legally-valid mechanism to transfer data to Sanuker and be processed, and you’ll otherwise comply with your posted privacy policy.

  2. Have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations. You have the necessary permission to allow Sanuker to receive and process data on your behalf.

  3. Acknowledge in all cases that Sanuker acts as the processor of such Customer Data and your remain the controller of such Customer Data for all applicable data protection or privacy laws and regulations.

  4. Agree to indemnify and hold Sanuker harmless from any losses, including attorney’s fees, that result from your breach of any part of these warranties.

  5. You agree not to use the Service to collect, manage or process sensitive information. We will not have any liability that may result from your use of the Service to collect or manage sensitive information.

  6. Have reviewed and accepted the Sanuker DPA.

SECTION 10 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the Service is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 11 – THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 12 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you provide to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s rights, including intellectual property rights, or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 13 – PERSONAL INFORMATION

Your submission of personal information through the Service is governed by our Privacy Policy.

SECTION 14 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, services and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend, or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 15 – PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses; (l) in any way which violates the Facebook platform policies found here and WhatsApp policies found here.

You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services: (1) access, tamper with, or use non-public areas of the Service or Sanuker’s computer systems; (2) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (3) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Sanuker and third-party integrations authorized by us (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Sanuker (NOTE: crawling the Service is permissible if done in accordance with the provisions of the robots.txt file and is limited to publicly-accessible parts of the Service only, however, scraping the Services without the prior consent of Sanuker is expressly prohibited); (4) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (5) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.

We preserve the right to limit access to the platform for users and/or Facebook pages whose actions result in degrading the experience of other platform users, other Facebook users, Facebook’s employees, affiliates, or partners, or Sanuker’s employees, affiliates, or partners.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (1) satisfy any applicable law, regulation, legal process or governmental request, (2) enforce the Terms, including investigation of potential violations hereof, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to user support requests, or (5) protect the rights, property or safety of Sanuker, its users and the public. Sanuker does not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.

SECTION 16 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent, or warrant that your use of the Service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

You agree that from time to time we may remove the Service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and services delivered to you through the Service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Sanuker, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 17 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Sanuker and any parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 18 – SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 19 – TERMINATION

In the event these Terms are terminated, the obligations and liabilities of the parties incurred prior to such date shall survive the termination of these Terms for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Service.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

We may terminate this Agreement, with respect to all or any applicable Services we provides, with immediate effect by giving written notice to you if you fail to pay any amount due under this Terms on the due date for payment and remain in default not less than thirty (30) business days after being notified in writing to make such payment. We shall have no liability for any loss, including but not limited to your data, business or technology, that are incurred between the date of termination and the date of reinstatement of services.

SECTION 20 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 21 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the state of California, in the United States. Sanuker’s mailing address is 535 Mission St, San Francisco, CA 94070, United States.

SECTION 22 – COMMUNICATION BY TEXT MESSAGE OR EMAIL

If you would like to communicate with your users via text message or email you hereby agree to the following Compliance and Indemnity Terms (“CIT”). You are required to use the Service in full compliance with all applicable laws and regulations in your countries, including without limitation, specifically including but not limited to the The Personal Data (Privacy) Ordinance, as may be amended (the “Electronic Messaging Laws”). By making any use of the Services, you expressly warrant that you are and shall continue to act in full compliance with the law.

You agree that you have read and understand the Electronic Messaging Laws and any similar state or provincial/territorial laws, and all other applicable laws and regulations. You understand that in some cases, applicable state and local restrictions are more restrictive than the Laws of Hong Kong. You should review these rules with your own legal counsel to ensure that you understand and comply. Sanuker will not assume responsibility for ensuring that your activities meet applicable legal requirements. Sanuker will not assume any liability if you are ever held guilty or found liable for any violation of law, rule or regulation. Notwithstanding the foregoing, you acknowledge that Sanuker has and is taking active steps to help support the compliance of its customers, including by having you agree to these Terms.

You understand and acknowledge that it is generally a violation of the applicable law to contact a consumer by phone, text or email without prior express written consent. Sanuker is not responsible for ensuring that you do not transmit messages to consumers, including by telephone or email in violation of the consent rules.

You understand and acknowledge that it is generally a violation of the applicable law to contact a consumer by text message, phone, electronic messaging, or email without prior express written consent. You will not contact any individual through the Services or about the Services unless you have established consent to do so in accordance with the applicable law. You will provide proof of such consents or opt-ins, the messages you have sent, and your implementation of unsubscribe requests to us on our request. You will include all content required under the applicable laws in your messages, including your name, mailing address, an email, telephone or web address, and an ability to unsubscribe. You will not send any messages to any individual using the Services if the individual has opted out or withdrawn their consent, including if they have replied “STOP”, or similar, to one of your previous messages. You and not Sanuker are solely responsible for the content of your messages, and its compliance with all applicable law. You acknowledge and agree that Sanuker acts solely as a service provider to allow the sending of your messages, but that you exercise control over the message content and destination, and must ensure your messages comply with all applicable laws.

Sanuker is not responsible for ensuring that you do not transmit messages to consumers, including by text message, telephone or email in violation of the consent rules.

You agree to indemnify, defend and hold harmless Sanuker, along with its owners, members, directors, officers, agents, employees, contractors, consultants and vendors from and against any and all claims, suits, fines, costs, expenses, judgments and fees, including reasonable attorney’s fees, court costs and expenses, arising out of a claim alleging any violation by you of the law, or alleging facts that would constitute a breach of your warranties or obligations contained in these Terms, including this CIT. You will promptly indemnify, defend or settle any such third-party claim, demand, lawsuit, investigation or proceeding brought against Sanuker. Sanuker will: (i) promptly notify you of such claim, (ii) provide you with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give you control and authority over the defense and settlement of such claim, subject to Sanuker’s approval of any such settlement, which approval will not be unreasonably withheld.

SECTION 23 – COMMUNICATION WITH SANUKER AND ITS CLIENTS

You verify that any contact information provided to Sanuker and its clients, including, but not limited to, your e-mail address and mobile phone number is true and accurate. You further verify that you are the telephone or email subscriber and/or that you own any telephone numbers and/or email addresses that you provide to Sanuker and its clients. You acknowledge that by voluntarily providing your telephone numbers and/or email addresses to Sanuker and its clients, you expressly agree to be contacted at the telephone numbers and/or email addresses you provide. You consent to receive e-mails, text messages, pre-recorded voice messages and/or autodialed calls by or on behalf of Sanuker and its clients relating to this agreement, any transaction with Sanuker and its clients, matters related to your account, and promotions from Sanuker and its clients. These communications may be made by or on behalf of Sanuker and its clients, even if your phone number is registered on any Do Not Call list. You acknowledge that you may incur a charge for these texts or calls by your telephone carrier and that Sanuker and its clients will not be responsible for these charges.

SECTION 24 – CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 25 – CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at support@woztell.com.