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Entra terms and conditions

These Terms and Conditions were last updated in September 2026.

WELCOME TO TELESIGN CORPORATION (“TELESIGN”). BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU (“CLIENT”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS (THE “AGREEMENT”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

PLEASE NOTE – THIS AGREEMENT LIMITS TELESIGN’S LIABILITY, AND TELESIGN HAS THE RIGHT TO UNILATERALLY AMEND THESE TERMS OF SERVICE.  PLEASE REVIEW THIS AGREEMENT VERY CAREFULLY.IN CONSIDERATION OF THE MUTUAL PROMISES, AGREEMENTS AND CONDITIONS STATED HEREIN, THE PARTIES AGREE AS FOLLOWS

  1. DEFINITIONS.
    Unless the context requires otherwise, the following terms have the meaning set out in this Section 1 when used in this Agreement:

    “Acceptable Use Policy” or “AUP” means the policy available at Appendix 1.

    “Affiliate” means a company, person or entity that is owned or controlled by, that owns or controls or is under common ownership or control with a Party. “Ownership” means direct or indirect ownership of more than fifty percent (50%) of the shares in a company or entity, and “control” means any power to appoint persons to the board of directors of a company or entity.

    “Applicable Law” means any statute, statutory instrument, regulation, order and other legislative provision, including any delegated or subordinate legislation, and any judgment of a relevant court of law or decision of a tribunal or competent authority, to the extent any of the foregoing applies to a Party’s performance of its obligations under this Agreement in the relevant jurisdiction.

    “API” means the application programming interface made available to Client by Telesign that allows Client to create applications to make use of the Services.

    “Client Data” has the same meaning as “Personal Data” as set out in the Data Processing Addendum.

    “Client Portal” means a web portal maintained by Telesign for all Telesign’s Clients where they can securely login using their credentials to access information regarding their Telesign account such as their billing and recent account activity.

    “Content” means personalized or specialized content or other information.

    “Data Processing Addendum” or “DPA” means the addendum located at https://www.telesign.com/DPA, in effect as of the Effective Date of this Agreement, and as may be updated by Telesign from time to time, provided that any such updates do not materially degrade the original privacy and security protections required by Applicable Law. The terms of the DPA are incorporated herein by reference.

    “Effective Date” means the date you select the Telesign Services in the Microsoft Azure Marketplace.

    “Fees” means the fees and charges payable to Telesign pursuant to this Agreement, as defined in the Agreement or each Microsoft Azure Marketplace Plan.

    “Intellectual Property Rights” means all trade secrets, patents and patent applications, trademarks, services marks, trade names, internet domain names, copyrights (including copyrights in computer software), moral rights, rights in knowhow and any renewals or extensions of the foregoing, and all other proprietary rights, and all other equivalent or similar rights which may subsist anywhere in the world, including any renewals or extensions thereof.

    “Microsoft Azure Marketplace Plan” means the Telesign Services and Support plan Client selects on the Microsoft Azure Marketplace.

    “Party” means Telesign or Client, as the case may be, and “Parties” refers to both Telesign and Client collectively.

    “Personal Information” means any information about an identified individual, or an individual whose identity may be inferred or determined from the information.

    “Proprietary Marks” has the meaning given in Section 5.1.
    “Services” means all services offered by Telesign, now or in the future, as described at https://www.telesign.com/services or otherwise provided by Telesign, and including any Services delivered or accessed via the Client Portal. References to “Services” herein shall include Support, as applicable.

    “Support” means the tiered support for the Services selected in  Microsoft Azure Marketplace Plan. The terms of such Support are set out in the SLA.

    “SLA” means the Service Level Agreement located at www.telesign.com/telesign-SLA in effect upon the Effective Date of this Agreement, and as may be updated by Telesign from time to time, so long as any such updates do not materially negatively impact the Service.

    “SMS Content” means Client Content to be sent via SMS Services.

    “Term” means the term of this Agreement as defined in section 8.1 herein or of any Microsoft Azure Marketplace Plan as the case may be.

    “Transaction” means each submission of Client Data to the Services by or on behalf of Client or a Client Affiliate or any User, including but not limited to any submission of voice or SMS content, or any other request to the Client Portal for any Service.  Any submission of SMS content that requires splitting into more than one message shall be treated as a separate Transaction for each SMS sent or received by Telesign.

    “User” means any customer, client or other user of Client’s services in respect of whom Client Data is submitted.

  2. SCOPE OF AGREEMENT & SERVICES
    • Services.Subject to the terms and conditions of this Agreement, and effective as of the Effective Date specified in each Microsoft Azure Marketplace Plan, Telesign shall make the Services available to the Client as set forth in such Microsoft Azure Marketplace Plan(s) during the Term of each respective Microsoft Azure Marketplace Plan.
    • Acceptable Use Policy. The Client shall, and shall ensure that its employees, Agents, contractors, Affiliates, and any Users, always abide by Telesign’s Acceptable Use Policy when using or accessing the Services.
    • Affiliates. Client’s Affiliates may use the Services, provided that such use is subject to all terms and conditions of this Agreement, including all obligations, warranties, undertakings, and indemnities of the Client. The use of the Services by Client’s Affiliates shall also be subject to the following terms and conditions:
      1. Telesign’s contractual relationship remains with Client, and Telesign shall have no legal or other responsibility towards any Client Affiliate.
      2. Client shall be fully liable and responsible for all acts and omissions of its Affiliates, including making payment for the use of Services and ensuring compliance with all obligations, warranties, undertakings, and indemnities of the Client as set out in this Agreement in relation to the Affiliate’s use of the Services.
      3. Client shall ensure that no Affiliate makes any claim against Telesign, and instead, any claim for alleged breach of this Agreement shall be brought directly by the Client in its own name.
      4. If any Client Affiliates wish to bring claims against Telesign and/or Telesign’s Affiliates in relation to the same or similar alleged breach, such claims must be raised and heard as a single claim.
    • Agents. If Client or its Affiliates use any third-party contractor, agent, partner, intermediary, service provider, or platform (“Agent”) to receive or make use of the Services, or to connect to the Client Portal or any other Telesign computer systems or networks, Client shall be responsible for all use of the Services by such Agent (whether with Client’s permission or not). Client shall indemnify, defend, and hold harmless Telesign, its Affiliates, and their respective officers, directors, Agents, and employees against all liabilities, costs, expenses, damages, and losses suffered or incurred arising from any act or omission of such Agent.
  3. BILLING AND PAYMENT TERMS
    • Currency and Fees. The Support Fees will be hosted on the Microsoft Azure Marketplace. The Fees for the Services will be hosted on the Microsoft Azure Marketplace, Telesign’s Telemaster platform, or will be sent to the Client via email prior to or upon the Effective Date of this Agreement or Microsoft Azure Marketplace Plan, in accordance with the plan selected on the Microsoft Azure Marketplace. Telesign reserves the right to modify the Fees and/or the formulae used to calculate the Fees by providing Client with at least five (5) days’ prior notice via email of any such changes.
    • Invoice and Payment Terms. Client will be invoiced by Microsoft directly for all Services provided. Invoicing will be in accordance with the terms agreed upon between Microsoft and Client. Client acknowledges that any billing-related issues must be resolved directly with Microsoft, and such issues shall not affect Client’s obligations under this Agreement. Client further acknowledges that if Microsoft fails to remit payment to Telesign for the Services provided, Telesign reserves the right to suspend or terminate the provision of Services to Client until payment is received.
    • Fraud Event Disputes.
      1. The Client may fall victim to fraudulent activity, which includes, but is not limited to, traffic that the receiving Party reasonably determines as: (i) traffic terminated to repeating interactive voice responses (“IVRs”) or recording platforms; (ii) traffic not routed for termination in the country of destination and/or to the owner of the number range; (iii) traffic involving numbers that are unallocated or unassigned at the time of the traffic; (iv) machine-generated, sequential, or simultaneous traffic; (v) traffic that is artificially inflated; and (vi) fraudulent attacks known as International Revenue Share Fraud (“IRSF”) (collectively, “Fraud Event”).
      2. Client acknowledges and agrees that Telesign does not actively monitor Client’s account and that a Fraud Event does not relieve Client from being responsible for the requests and usage of the Services via its credentials. In no event will Telesign be held responsible for any invoiced charges incurred due to a Fraud Event. If a Fraud Event occurs, Microsoft shall pay the invoice in full by the invoice due date.
      3. Fraud Event Dispute Process. After full payment is made, Microsoft may dispute the invoice due to the Fraud Event by providing written notice to Telesign at [email protected] within thirty (30) days after the date of the invoice in question. The notice of dispute must include all necessary documentation related to the Fraud Event so that Telesign may inform its downstream suppliers accordingly. Specifically, the Fraud Event notice must include, at a minimum, the following documentation: (i) a local Police (or relevant authority) report detailing the Fraud Event (or an online equivalent), or an FBI report filed at https://www.ic3.gov/Home/FileComplaint (for US-based Clients); (ii) a letter from the Microsoft stating that Client was the victim of the Fraud Event, with a clear and detailed description of the attack, including call traces/CDRs and a detailed count of minutes for each country; and (iii) any other documents that may be requested by Telesign or its suppliers. The Police, FBI, or equivalent authority report must contain, at a minimum, the following information: (i) date of the Fraud Event; (ii) full name of the victim (or company) that suffered financial loss; and (iii) the destination and volume of minutes. While Telesign will make reasonable business efforts to assist Microsoft and Client during the dispute process, Telesign does not guarantee that the dispute will be successful. Telesign will notify Microsoft of the outcome of the dispute as soon as practicable after a complete notice of dispute has been submitted. If the dispute is successful, a credit note (or other mutually agreed-upon resolution) will be issued to the Microsoft.
  4.  CONFIDENTIALITY
    • Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) that: (a) if disclosed orally is designated as confidential at the time of disclosure, (b) if disclosed in writing is marked as “Confidential” and/or “Proprietary”, or (c) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, the terms and conditions of this Agreement (including pricing and other terms reflected in all Microsoft Azure Marketplace Plans) and/or of provision of the Services, screen shots of the Services, pricing in proposals, business and marketing materials, technology and technical information, product designs, and business processes.  Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party, which can be demonstrated with clear and convincing evidence; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
    • Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior, written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees, Agents, contractors and Affiliates who need to know such information for purposes of performing or receiving the Services and certifies that such employees, Agents  and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement.  Further, each Party may disclose the existence and terms of this Agreement, in confidence on terms no less strict than as set out herein, to a potential purchaser of or successor to any portion of such Party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all the assets of any business, division, or group of such Party. The Receiving Party shall use the same degree of care to protect Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall it use less than a commercially reasonable degree of care.
    • Compelled Disclosure. If the Receiving Party is compelled by Applicable Law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
    • Disclosure to Third Parties with respect to the provision of certain Services
      1. SMS Service Content Whitelisting. Some destination countries of SMS Service have compliance restrictions, policies, or applicable country SMS regulations related to the use case or type of service being provided via a route or provider. In some cases, certain countries may require content whitelisting for specific use cases. Therefore, notwithstanding anything to the contrary in the Agreement, all proposed use cases for the SMS Service must first be approved by Telesign to ensure delivery in those countries. The Client agrees to provide all necessary information regarding the use case for review by Telesign. In some instances, Telesign may need to seek additional approval from the respective provider/operator and/or regulatory authorities. The Client will promptly provide and complete all necessary documentation for submission to such provider/operator. Only Telesign-approved use cases shall be allowed for use with the SMS Service. Any proposed changes by the Client to its previously approved use case must be resubmitted for approval to Telesign, and if applicable, from the respective provider/operator and/or regulatory authorities. If the proposed use case incurs additional costs not previously covered by the Fees, including but not limited to fees or charges imposed by the provider/operator and/or regulatory authorities, the Client agrees to bear the same or reimburse Telesign accordingly.
      2. Upon implementation of Services or during investigation. Notwithstanding anything to the contrary in this Agreement, Client acknowledges and agrees that Telesign may be required to disclose Client’s or any User’s Personal Information, including but not limited to name, address, email address, and use case, to third-party providers/operators. Such disclosure may occur to set up the Services or when required by the provider/operator to prevent or investigate suspicious activity or suspected breach of the Acceptable Use Policy.
      3. For compliance. Client hereby consents to the disclosure by Telesign of Client’s (and its Users’) identity to the Carriers, for the limited purpose of ensuring that Telesign is complying with the terms of its agreements with such Carriers. If any such Carriers require Users to provide specific consent to enable the provision of the Services, Client shall reasonably cooperate with Telesign to confirm the sufficiency of such consent.
  5. INTELLECTUAL PROPERTY
    • Intellectual Property Rights. Except as expressly set forth herein, Telesign retains all rights, title, and interest, including all Intellectual Property Rights, in and to the Services. This includes, without limitation, all technology, hardware, software, systems, and copies thereof, as well as any upgrades, updates, or modifications. Such Intellectual Property Rights are licensed, not sold, and may be used by Client solely in accordance with the terms of this Agreement. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names associated with each Party’s products or services (collectively, each Party’s “Proprietary Marks”), are trademarks of the respective Party. Except as set forth in this Agreement, neither Party may alter, add to, or remove the other Party’s Proprietary Marks, copyright notices, or other proprietary rights markings from the other Party’s products or services, nor use the other Party’s Proprietary Marks without prior, written permission, which may be granted or withheld at the other Party’s sole discretion.
  6. DATA PROTECTION
    • Data Protection Laws. The Parties shall each perform their obligations under this Agreement in compliance with all Applicable Laws relating to the protection of privacy and data, in the provision and use of the Services as set out in the Data Processing Addendum.
  7. WARRANTIES, INDEMNIFICATION AND LIABILITY PROVISIONS
    • Telesign Warranties. Telesign warrants that the Services will materially comply with the service description as described on https://www.telesign.com/services.
    • Client Warranties. Client represents and warrants that in its use of the Services, it will: (i)  comply with the Acceptable Use Policy, (ii) use the Services in accordance with all Applicable Laws, and (iii) obtain and maintain all necessary licenses, consents, and permissions required for Telesign to perform its obligations under this Agreement, including the provision of the Services.
    • Disclaimers of Warranty.EXCEPT AS PROVIDED HEREIN, THE SERVICES ARE PROVIDED TO CLIENT “AS IS” AND WITH ALL FAULTS. TELESIGN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES OR ANY HARDWARE OR SOFTWARE USED OR ACCESSED IN CONNECTION WITH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT ACKNOWLEDGES THAT TELESIGN SECURES INFORMATION FROM THIRD-PARTY SOURCES, AND NEITHER TELESIGN NOR ITS THIRD-PARTY SOURCES WARRANT THAT THE INFORMATION WILL BE ACCURATE OR ERROR-FREE. TELESIGN FURTHER DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. CLIENT AGREES THAT TELESIGN WILL NOT BE LIABLE FOR ANY CONTENT, INCLUDING BUT NOT LIMITED TO CONTENT THAT IS SENT, RECEIVED, HELD, RELEASED, OR OTHERWISE CONNECTED TO THE SERVICES, CONTENT THAT IS SENT BUT NOT RECEIVED, AND CONTENT SENT USING OR INCLUDED IN THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, OR ILLEGAL CONTENT), OR ANY ACCESS TO OR ALTERATION OF CONTENT.
    • Telesign’s Indemnity. Telesign (the “Indemnifying Party”) will defend Client (the “Indemnified Party”) against any claim brought by an unaffiliated third party to the extent it alleges Client’s authorized use of the Services infringes a copyright, patent, or trademark or misappropriates a trade secret of an unaffiliated third party.
    • 5 IPR Claim. In the defense or settlement of any Claim relating to Section 7.4, Telesign may, at its discretion, obtain for Client the right to continue using the Services, replace, or modify the Services so that they become non-infringing, or if such remedies are not reasonably available, terminate this Agreement without liability to Client. Section 7.4 and this Section 7.5 set forth Telesign’s entire liability and the sole remedy of Client concerning any infringement or violation related to the Services.
    • No fault. If the Services are found to violate the Intellectual Property Rights of a third party, Telesign will have no obligation under Section 7.4 for any infringement or violation claim arising as a result of: (i) Client’s use of the Services in breach of the Acceptable Use Policy; (ii) the combination, operation, or use of the Services with equipment, software, content, services, or data not supplied or recommended by Telesign in writing; and/or (iii) Client’s failure to use updated or modified software provided by Telesign to avoid an infringement claim, or failure to install upgrades or patches in a timely manner.
    • Client’s Indemnity. Client (the “Indemnifying Party”) will defend Telesign (the “Indemnified Party”) against any claim brought by an unaffiliated third party arising from: (i) Client’s Content and Client Data used with the Services; (ii) Client’s use of the Services in breach of this Agreement and/or the Acceptable Use Policy; (iii) Client’s combination, operation or use of the Services with equipment, software, content, services or data not supplied or recommended by Telesign in writing.
    • Indemnification procedure. The Parties will defend each other against third-party claims as and to the extent set forth in sections 7.4 and 7.7 (each a “Claim”) and will pay the amount of any resulting adverse final judgment or approved settlement. If any third party makes a Claim, or notifies an intention to make a Claim, the Indemnified Party shall:
      1. as soon as reasonably practicable, give written notice of the Claim to the Indemnifying Party, specifying the nature of the Claim in reasonable detail.
      2. not make any admission of liability, agreement or compromise in relation to the Claim without the prior, written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).
      3. give the Indemnifying Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, Agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the control of the Indemnified Party, so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at the Indemnifying Party’s expense) for the purpose of assessing the Claim; and
      4. subject to the Indemnifying Party providing security to the Indemnified Party’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Indemnifying Party may reasonably request to avoid, dispute, compromise or defend the Claim.
    • Limitation of Liability. OTHER THAN IN RESPECT OF ANY INDEMNITY GIVEN PURSUANT TO SECTIONS 7.4 AND 7.7, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), WILL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID BY CLIENT TO TELESIGN FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE LIABILITY AROSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST INCOME, LOST PROFITS, PRESENT AND FUTURE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY (EXPRESS OR IMPLIED), ACTIVE OR PASSIVE NEGLIGENCE, INTENTIONAL OR UNINTENTIONAL TORT, STRICT LIABILITY, VIOLATION OF STATUTE, ORDINANCE OR REGULATION, FAILURE OF CONSIDERATION, OR OTHER BASIS, ARISING OUT OF THE PROVISION OF THE SERVICES. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY EXCLUDES OR LIMITS LIABILITY TO THE OTHER PARTY FOR: (I) FRAUD OR FRAUDULENT MISREPRESENTATION; (II) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (III) INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE; AND/OR (IV) IF SUCH EXCLUSION OR LIMITATION WOULD BE IN BREACH OF ANY APPLICABLE LAW.
  8. TERM, SUSPENSION AND TERMINATION
    • Term. This Agreement will take effect on the Effective Date and will remain in force until terminated by either Party as provided herein (the “Term”). The Term of any Microsoft Azure Marketplace Plan shall be as specified in such Microsoft Azure Marketplace Plan. Notwithstanding any other provision herein, this Agreement shall remain in effect for the duration of any active Microsoft Azure Marketplace Plan until such Microsoft Azure Marketplace Plan is terminated in accordance with the terms of this Agreement.
    • Suspension of Services.
      1. Telesign may temporarily suspend or discontinue the Services, in whole or in part, with advance notice if practicable, at any time if Telesign has reasonable cause to suspect that the Services are being used by Client or its users in breach of the Acceptable Use Policy, or if Telesign reasonably believes such action is necessary to avoid an imminent material threat of harm to Telesign, its Affiliates, Clients, Users, or any third party.
      2. Telesign may, upon three (3) business days’ notice, suspend provision of the Services if any Fees are due and unpaid.
    • Termination
      1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement or any Microsoft Azure Marketplace Plan with immediate effect by giving written notice to the other Party if the other Party commits a material breach of any term of this Agreement that is irremediable, or if such breach is remediable, fails to remedy the breach within thirty (30) calendar days after being notified in writing to do so.
      2. Either Party may terminate this Agreement or Microsoft Azure Marketplace Plan for any or no cause by providing ninety (90) days’ prior, written notice. Termination of a Microsoft Azure Marketplace Plan shall not affect the validity or enforceability of this Agreement.
      3. Upon termination of this Agreement, no new Microsoft Azure Marketplace Plans shall be entered into, but existing Microsoft Azure Marketplace Plans shall survive and remain in effect until their respective termination or expiration, and the terms of this Agreement will continue to apply to such Microsoft Azure Marketplace Plans.
      4. The termination of this Agreement or any Microsoft Azure Marketplace Plan shall not release Client from its obligations and liabilities to Telesign with respect to any Fees incurred up to and including the date of termination (whether such Fees have been invoiced or not), or any minimum commitments or subscriptions. Any such amounts shall become immediately due and payable upon termination.
      5. On termination of this Agreement or any Microsoft Azure Marketplace Plan for any reason, all licenses granted under this Agreement, or such Microsoft Azure Marketplace Plan shall immediately terminate. Any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination, including the right to receive payment of Fees incurred, any minimum commitments or subscriptions, and the right to claim damages in respect of any breach of the Agreement existing at or before the date of termination, shall not be affected or prejudiced.
  9. MISCELLANEOUS PROVISIONS
    • 1 Force Majeure. Neither Party shall be liable for any delay or failure in performance due to Force Majeure, which means, but is not limited to, acts of God, earthquakes, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability, interruption or delay in telecommunications or third-party services (including DNS propagation), failure of third-party software or hardware, inability to obtain raw materials, supplies, or power used in or equipment needed, or any other event beyond the Parties’ reasonable control, whether similar or dissimilar to the foregoing.
    • Assignment & Subcontracting
      1. This Agreement may not be transferred or assigned, in whole or in part, by any Party without the prior, written authorization of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing sentence, either Party may assign and/or novate this Agreement to a successor in interest in the event of a reorganization, merger, consolidation, or sale of all of such Party’s assets or stock, except that neither Party may assign this Agreement to any entity that competes, directly or indirectly, with the non-assigning Party without the non-assigning Party’s prior, written consent. A Party properly assigning this Agreement will provide notice of such assignment within sixty (60) days of the effective date of the assignment.
      2. Either Party may subcontract its obligations under this Agreement to an Affiliate, provided that the Party remains fully responsible for all acts and omissions of its Affiliates, and for any failure of its Affiliates to comply with all obligations and responsibilities of the Party under this Agreement and any applicable Microsoft Azure Marketplace Plans. Nothing in this Agreement creates any contractual relationship between a Party and any Affiliate of the other Party.
    • Waiver and Amendments. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless agreed to in writing by both Parties. Additionally, no failure or delay by either Party in exercising any rights, powers, or remedies under this Agreement shall be deemed a waiver of any such right, power, or remedy.
    • Severability. Should any term of this Agreement be finally determined by a court of competent jurisdiction to be invalid, unenforceable, or otherwise contrary to law or equity, the Parties agree that such provision shall be construed, limited, modified, or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability. The other provisions of this Agreement shall remain unaffected. If any part of this Agreement is found to be invalid or unenforceable pursuant to Applicable Law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in effect.
    • Third Party Beneficiaries. Except as expressly provided for herein, the provisions of this Agreement are solely for the benefit of the Parties hereto and not for the benefit of any third parties.
    • Headings; Attachments. Headings used in this Agreement are for convenience only and shall not be used to interpret the meaning or intent of any provision. The exhibits and attachments attached hereto are incorporated into and made a part of this Agreement by this reference.
    • Independent Contractor. Each Party is an independent contractor as to each other and no agency, partnership, joint venture or any legal relationship other than that of independent contractor is established by this Agreement.
    • Entire Agreement.This Agreement represents the entire understanding between the Parties and supersedes all prior and contemporaneous agreements, whether oral or written, relating to the matters addressed within this Agreement. The Parties agree to execute this Agreement in one or more counterparts and/or by electronic signature as may be updated from time to time.
    • No impact on other remedies. Except as otherwise expressly provided in this Agreement, each Party’s remedies are in addition to any and all rights and remedies available to such Party under law or in equity.
    • Export Restrictions. Client acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of U.S. origin, including the Services. Without limiting the foregoing, Client acknowledges that the Services are or may be subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. Client agrees not to export or re-export the Services in any form in violation of the export laws of the United States or any foreign jurisdiction. Client shall defend, indemnify, and hold Telesign harmless from and against any violations of such laws or regulations.
    • Anti-Corruption. Each Party acknowledges that it is aware of, understands, and has complied with, and will comply with, all applicable U.S. and foreign anti-corruption laws, including, without limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as similarly applicable anti-corruption and anti-bribery laws (“Anti-Corruption Laws”). Each Party agrees that no one acting on its behalf will give, offer, agree to give, or authorize the giving, directly or indirectly, of any money or other thing of value, including travel, entertainment, or gifts, to anyone as an unlawful inducement or reward for favorable action or forbearance from action or the exercise of unlawful influence: (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations or agencies or public international organizations), (b) to any political party, official of a political party, or candidate, (c) to an intermediary for payment to any of the foregoing, or (d) to any other person or entity in a corrupt or improper effort to obtain or retain business or any commercial advantage, such as receiving a permit or license, or directing business to any person. Improper payments, provisions, bribes, kickbacks, influence payments, or other unlawful provisions to any person are prohibited under this Agreement.
    • Notices. Notices shall be in writing and shall be personally delivered, delivered via courier or via certified mail, or by email to the other Party or Parties at the address as may from time to time be designated in writing by a Party or Parties. Notices shall be deemed effective upon receipt, or if delivery is not effected by reason of some fault of the addressee, when tendered.
    • Survival. Sections 2.2, 4, 5.1, 6.1, 7.3-7.9, and 9.4-9.15 shall survive the termination of this Agreement.
    • Agreement Terms and Priority. This Agreement consists of this document, all Microsoft Azure Marketplace Plans, and any exhibits, attachments, addenda, and amendments hereto. In the event of any inconsistency between the provisions of these documents, the provisions of each Microsoft Azure Marketplace Plan shall take precedence over all others with respect to the Services governed by that specific Microsoft Azure Marketplace Plan, and the provisions of any exhibit, attachment, or addendum shall take precedence over the main body of this Agreement. Notwithstanding the foregoing, all provisions of the main body of this Agreement related to confidentiality, warranties, indemnities, limitation of liability, and termination shall apply to all Microsoft Azure Marketplace Plans, exhibits, attachments, addenda, and amendment.

Appendix 1

ACCEPTABLE USE POLICY

This Acceptable Use Policy applies to your use of Telesign’s Services.

1. Content Standards:  Any content stored or sent via the Services shall comply with the following standards:

  1. All content must include identification of the Client including but not limited to Client name, brand name, company, or brand identity.
  2. No promotional or marketing content may be sent unless the User has consented to receive such content via specific opt-in acknowledgment.
  3. All promotional and marketing content must contain a specific opt-out mechanism in compliance with Applicable Laws.
  4. All content must comply with Applicable Laws and any requirements set out in any applicable industry or relevant telecommunications operators and/or carrier’s (“Carrier”) code of conduct, guidelines or similar requirement. Such industry guidelines may include but not limited to the Mobile Marketing Association’s Code of Conduct, the Consumer Best Practices Guideline, the CTIA Short Code Monitoring Handbook, the then-current requirements of the US Common Short Code Administrator and other similar guidelines and standards established for mobile marketing and messaging in applicable countries such as CWTA (Canada) and Phone pay plus (United Kingdom).
  5. Content must not be defamatory, slanderous or libelous.
  6. Content must not contain any information that would require Telesign or Client to comply with any financial regulations or the Payment Card Industry Data Security Standards (“PCI DSS”).
  7. Content must not contain any Personal Health Information (“PHI”) as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including any information about health status, provision of health care, or payment for health care that can be linked to a specific individual.
  8. Content must not violate any system or network security of Telesign, a User or third party.
  9. Content must not be illegal, unauthorized, prohibited, fraudulent, deceptive, inaccurate or misleading (including, without limitation, by using a false identity or forged address or telephone number).
  10. Content must not contain pornography, nudity, sexual activity or similar adult-themed materials.
  11. Content must not contain information in which the failure or delay of Services could lead to death, personal injury, physical property damage or environmental damage.
  12. Content must not contain any viruses, worms, trap doors, back doors, timers, clocks, counter or other limiting routines, instructions or designs, or contain any unauthorized code.
  13. Client shall be liable to pay any fines or penalties levied by a Carrier, and to fulfil any indemnification obligation owed by Telesign to any Carrier, as a result of Client’s noncompliance with the Content Standards set forth herein.

2. SPAM Policy:

  1. Client must not use the Services to send any message without the prior express consent of the recipient, or any message sent after the recipient has expressly withdrawn its consent to receive such message, or otherwise for fraudulent purposes (“SPAM”).  SPAM may include (but is not limited to) the sending of bulk SMS and RCS messages to a list of telephone numbers without prior consent from the holders of such telephone numbers, or the sending of marketing messages to Users that have not expressly consented to receive such messages.  Telesign’s decision as to whether Client is using the Services to send SPAM shall be final.
  2. Client must comply with all anti-SPAM laws and regulations, including, but not limited to, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Children’s Online Privacy Protection Act and the Do-Not-Call Implementation Act (or any similar or analogous anti-spam, data protection, or privacy statutes or regulations in any other jurisdiction).
  3. If Telesign suspects Client’s account is being used to send SPAM:
    1. Telesign may without prior notice immediately suspend some or all of the Services
    2. Telesign may without prior notice immediately suspend some or all of the Services.
    3. Telesign and Client shall cooperate to cease the sending of SPAM, including sharing User details where necessary to identify the sender of SPAM.
    4. iv. Telesign may, without prior notice to Client, notify Carriers or other required-to-be-informed third parties
  4. If Client suspects that its account is being used to send SPAM, Client must immediately take all necessary action to cease such SPAM, including suspending or terminating any User account, and cooperate with Telesign to cease such SPAM.
  5. Client is responsible for obtaining all necessary consent to enable lawful sending of messages to Users.  Telesign may delay or suspend the delivery of any messages suspected to be SPAM until Client has provided Telesign with evidence, reasonably satisfactory to Telesign, that all necessary consent has been obtained.
  6. Client shall be liable to pay any fines or penalties levied by a government or regulatory body, and to fulfil any indemnification obligation owed by Telesign to any Carrier, as a result of SPAM being sent via the Services.

3. Generally applicable use restrictions: Client shall:

  1. not use the Services in part or in whole, for any purpose, or in any way prohibited by any Applicable Laws, or in any manner that may disable, impair, damage or interfere with any of Telesign’s hardware, software applications, system or network security, Intellectual Property Rights, the Services, or any other Clients or users of the Services;
  2. not copy, reverse engineer, modify, create derivative works of, distribute, sell, resell, assign, pledge, sublicense, lease, loan, rent, share, timeshare, grant a security interest, deliver, or otherwise transfer, directly or indirectly, any portion of or rights in the Services, Client Portal, or any of Telesign’s software (including source code thereto), computer systems or networks to third parties (except to the extent expressly set forth in this Agreement);
  3. maintain the confidentiality of Client’s username and password of Client Portal utilized to access the Services and to keep secure Telesign’s API key.  Client bears the sole responsibility for any requests sent from its Telesign account and/or via the Telesign API  and any and all usage of the Services via its account and any password and/or via the Telesign API by the Client, any User or any third party, whether with or without Client’s permission (unless such usage results from any negligence of Telesign).  Any such usage shall be deemed to be Client’s use of the Services.  Client must notify Telesign immediately upon any disclosure of Client’s password or any unauthorized use of Client’s account or if the Telesign API key have been compromised;
  4. not use the Services for the purpose(s) of solely automated decision-making producing legal effects or similarly affecting the User, such as:
    1. cancellation of a contract;
    2. entitlement to or denial of a particular social benefit granted by law, such as child or housing benefit;
    3. refused admission to a country or denial of citizenship;
    4. decisions that affect someone’s financial circumstances, such as their eligibility to credit (i.e.: assessing creditworthiness);
    5. decisions that affect Users’ access to health services;
    6. decisions that deny Users’ an employment opportunity;
    7. decisions that affect Users’ access to education, for example university admissions;
    8. Decisions that affect Users’ access to housing;
    9. Decisions that affect Users’ access to insurance;
    10. Decisions that affect Users’ access to criminal justice; or
    11. Decisions that affect Users’ access to basic necessities, or essential goods or services.
  5. provide all Users with any disclosure, notice, or explanation required by Applicable Laws and/or Providers concerning the Client’s use of the Services, and obtain, maintain and secure any necessary consent and authorizations from Users that may be required by Applicable Laws and/or Providers in order to authorize Telesign’s provision of the Services, or otherwise ensure a lawful basis for Telesign’s provision of the Services and processing of Client Data, including any Personal Information. If requested by Telesign, provide satisfactory evidence of its collection and continued receipt of User consent for the provision of the Services. Immediately provide any updates to notices, consents and authorizations to Telesign.  Any records required to be kept to meet these obligations shall be retained by Client for at least 12 months or such other period as may be indicated in the applicable agreement;
  6. provide any information relating to Client’s use of the Services reasonably requested by Telesign;
  7. comply with the Fair Credit Reporting Act (“FCRA”), to the extent it is applicable, including without limitation, if information provided by Telesign will be used for employment decisions, certify to Telesign inwriting, that Client: (1) notified the applicant or employee and got their permission to get a consumer report; (2) complied with all of the FCRA requirements; and (3) will not discriminate against the applicant or employee or otherwise misuse the information, as provided by any applicable federal or state equal opportunity laws or regulations; and
  8. comply with the Gramm-Leach-Bliley Act (“GLBA”), to the extent it is applicable.

4. SMS, RCS & Voice Services: In relation to Services that involve the use of SMS or voice content, Client shall and shall ensure that its employees, Agents, contractors, Affiliates and any Users:

  1. comply with the Content Standards and the SPAM Policy;
  2. not use the Services to transmit any Inappropriate Content;
  3. not use the Services to engage in any spamming, mail-bombing, spoofing or any fraudulent, illegal, unauthorized, prohibited or improper use;
  4. except as expressly permitted in any Service description, not use the Services, or permit the Services to be used, to transmit marketing or advertising calls or messages without prior written consent from Telesign;
  5. not send any bulk message without a valid reply address or means for the User to contact Client, and instructions for opt-out from any marketing list;
  6. where prohibited by Applicable Law, not use long numbers or short numbers provided by Telesign for marketing purposes;
  7. only use the Services for the purpose of enabling Users to send invitations (e.g. invitations to join social media platforms): (i) to recipients in respect of which such Users have a personal, business or familial relationship; and (ii) in such a way that each User personally and knowingly selects the recipients of each invite, is made aware that this action will send an SMS or RCS message to each recipient, and initiates the sending of such messages;
  8. not send any message to any User that is registered on a “Do-Not-Call” or “Do-Not-Dial” register, or equivalent register in the User’s location, or to any User that has opted out of receiving messages from Client unless Client is entitled send such messages pursuant to Applicable Law;
  9. only send messages and make calls to telephone numbers of Users that were given directly to Client by such Users; Where appropriate, Client should from time to time validate with Users that their telephone numbers on record with Client are still valid and correct;
  10. not make any marketing calls at any time that would be outside calling time restrictions in the location of the User;
  11. not use the Services to send messages to children;
  12. not make any calls or messages for (a) political purposes (including for soliciting votes or supporting/opposing political issues); telemarketing or promotional purposes (including to induce the purchase of a good or service); or (c) charitable purposes (including calls or messages to previous donors);
  13. not use the Services for the purposes of gaming or gambling, the provision of financial services, educational services, defense or military services;
  14. not use any part of the Client Portal (including the Client account) as an anonymous gateway or proxy for the purpose of hiding the identity of the sender from the recipient of any message;
  15. not use any part of the Client Portal (including the Client account) as a target for the receipt and handling of reply or “bounce” messages resulting from bulk messaging operations launched from outside the Client Portal;
  16. comply with any requirements, industry guidelines, policies issued by Telesign or any Carriers or regulators, and cooperate with Telesign in relation to such compliance; and
  17. not use the Services to harass, discriminate or defame including sending harmful or hateful speech to any person.