Terms of Service

                                                                                                                                                                                                               Effective Mar 31, 2019

 Please read through Naamly’s Terms of Service below prior to using our website, software or services. By using our website, software or services, you indicate that you understand and agree to be bound by the terms and conditions of this Agreement ( “Agreement” )

This Agreement ( “Agreement” ) is a LEGAL CONTRACT between you (either an individual or a single entity) ( “Licensee”  or  “you” ) and Naamly Inc., ( “the Company” ), which covers your use of Naamly’s software product and/or service and related software components, which may include associated media, printed materials, and “online” or electronic documentation. All such software and materials are referred to herein as the   “Software” . If you do not agree to the terms of this Software Agreement, then do not use the Software. By explicitly accepting this Software Agreement, or by accessing, or otherwise using the Software, you are acknowledging and agreeing to be bound by the following terms.

1. DEFINITIONS

(a) “Software”  shall mean Naamly services and/or software including any beta releases which may be rolled out on time to time basis, updates thereto, in service, object and source form, (excluding any Open Source Software provided with such software), and the media and Documentation provided by the Company to Licensee and for which Licensee is granted a use license pursuant to this Agreement.

(b) “Documentation”  shall mean the printed or online written reference material furnished to Licensee in conjunction with the Software, including, without limitation, instructions, run rules, testing guidelines, and end user guides.

(c) “Intellectual Property Rights”  shall mean all intellectual property rights, including, without limitation, patent, copyright, trademark, and trade secret.

(d) “Open Source Software”  means various open source software components provided with the Software that are licensed to you under the terms of the applicable license agreements included with such open source software components or other materials for the Software.

(e) “Updates”  shall mean a modification, error correction, bug fix, new release, or other update to or for the Software. 

(f) “Beta Software” shall mean software that is not fully developed and is rolled out for the purpose of gathering feedback and evaluation if it can be marketed as a separate software (whether as an add-on or stand alone software) in the future for additional fees. 

(g) “Confidential Information”  means all non-public materials and information provided or made available by Company to Licensee, including products and services, characteristics, performance, potential shipment date of the Software, including any Beta Software. information regarding technology, know-how, processes, software programs, research, development, financial information and information the Company provides regarding third parties.

(h) “Registered User” means you represent that you are 18 years of age or older, have the legal capacity and authority to bind yourself and/or the person or entity for whom are accepting these Terms, and represent that the Company will rely on the information and data you provide. 

2. LICENSE GRANT, USE AND OWNERSHIP

(a) Limited License.  Subject to the terms and conditions of this Agreement, the Company grants to Licensee a non-exclusive, nontransferable license (without the right to sublicense) (i) to use the Software in accordance with the Documentation solely for your own individual or business purpose, (ii) to use the Documentation provided with the Software in support of Licensee’s authorized use of the Software, and (iii) from time to time to test and evaluate beta software that may also be rolled out. Nothing in this limited license permits Licensee to modify the Software.

(b) Billing.  Your account will automatically renew at the end of every billing cycle and your credit card that you had shared or used yourself to set-up your automatic payments with Naamly at the time of sign-up will be automatically charged, until such time as you cancel your account. Such cancellation must be done in accordance with the terms outlined herein. 

Naamly will not be liable to refund any payments or pro-rate your subscription fees in the event you fail to cancel your subscription prior to the charge for the next billing cycle.

Further, Naamly expects one billing cycle notice in the event you do wish to cancel to ensure a smooth transition of services.  This notice requirement can be waived off by an authorized representative of the company in their sole discretion.

(c ) Evaluation Feedback. In certain instances, Naamly may roll out new modules that it may make available FREE of charge to select users or to all users at it’s sole discretion with the intent to have the module fully tested and evaluated. 

In such cases, Licensee shall provide feedback to the Company concerning the functionality and performance of the Beta Software from time to time as reasonably requested by the Company, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements ( “Feedback” ). Such Feedback will be in a manner convenient to Licensee and will be subject to reasonable availability of Licensee’s personnel. These feedback sessions could be in the form of roundtable discussions, video or audio conferences or simply through the exchange of information over any written format. 

Notwithstanding the foregoing, prior to Licensee disclosing to the Company any information in connection with this Agreement, which Licensee considers proprietary or confidential, Licensee shall obtain the Company’s prior written approval to disclose such information to the Company, and without such prior written approval from the Company, Licensee shall not disclose any such information to the Company. Feedback and other information which is provided by Licensee to the Company in connection with the Beta Software or this Agreement may be used by the Company to improve or enhance its products and, accordingly, Licensee grants the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback and information without restriction.

(d) Restrictions.  Licensee shall not copy or use the Software (including the Documentation) or disseminate Confidential Information, as defined below, to any third party except as expressly permitted in this Agreement. Licensee will not, and will not permit any third party to, sublicense, rent, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any portion of the Software or Beta Software or accompanying Documentation.

(e) Ownership.  The Company shall own and retain all right, title and interest in and to the Intellectual Property Rights in the Software and any derivative works thereof, subject only to the limited license expressly set forth in Section 2(a) hereof. Licensee does not acquire any other rights, express or implied, in the Software. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO THE COMPANY.

(f) No Support Services.  The Company is under no obligation to support the Software in any way or to provide any Updates to Licensee. In the event the Company, in its sole discretion, supplies any Update to Licensee, such Update shall be deemed Software hereunder and shall be subject to the terms and conditions of this Agreement.

(g) Open Source Software.  The terms and conditions of this Agreement shall not apply to any Open Source Software accompanying the Software. Any such Open Source Software is provided under the terms of the open source license agreement or copyright notice accompanying the Software.

3. TERM AND TERMINATION

We reserve the right to suspend or cancel the Services at any time if you fail to pay amounts owing when due, violate or breach any of the Terms, or for any other reason at our sole discretion. If the Services are suspended or cancelled, you will still be responsible for payment of all outstanding balances accrued through the remainder of the month or other cancellation date, including any fees described herein. No Pro-rated amounts would apply. 

In case you wish to terminate, you need to provide 1 billing cycle notice.

The rights and obligations of the parties set forth in Sections 2(b) 2(c), 2(d), 2(e), 2(f), 3, 4, 5, 6, 7, 8 and 9 shall survive termination or expiration of this Agreement for any reason.

4. COMMUNICATION

1.) The Services allow you to make and receive phone calls, send and receive SMS text messages, including inter alia notifications, alerts, reminders, confirmations and SMS marketing campaigns. These Services are provided via the web-based interface as well as through its mobile application. Naamly uses “Twilio” as the underlying infrastructure to provide such services.

2.) For eMail interactions, Naamly provides two options (i) through “SendGrid” the ability to send one side emails that can get responded to your domain or (ii) through gmail integration that enables you to integrate your gmail inbox with Naamly and provide for 2-way interactions via email

3.) Naamly also provides Virtual Executive Services (VEA Services) whereas it takes actions on your behalf that range from interacting with your recipients as designated by you or to create reports, standard operating procedures (SoPs) or any other work as instructed by you.

4.) Naamly offers the above services to you so you can engage in conversations with your recipients and stay connected with them. It is your responsibility to have a well documented process that makes it clear and easy for your recipients and subscribers to both opt-in and opt-out of such conversations and also to share with them how often you are likely to send them messages.

You should clearly state in your Terms and Conditions:-

– All the names your company goes by,

– Message frequency expectations, 

– Pricing disclosure – “Message and data Rates may apply”

– Stop Keywords – “Reply STOP to Opt-out” 

– Help Keywords – “Text HELP to <Number> for help” 

– Carrier disclaimer – “Carriers are not liable for delayed or undelivered messages”, and

– Update Privacy policy to clearly state that subscriber’s personal info (including mobile phone) will not be shared or sold to third parties for the purpose of marketing. 

For Naamly, the above looks like below which is what you are also attesting to comply by:-

“Naamly offers the option to our subscribers and customers to engage in conversations with the Naamly customer success team  to get resolutions on their queries. Message frequency varies. Message and Data rates apply. Text HELP to 480 660 0203 for help. Reply STOP to opt-out. Carriers are not liable for any delays or undelivered messages.” 

“Naamly further warrants that the subscribers personal info (including mobile number) will not be shared or sold to third parties for the purpose of marketing.”

5.) Naamly may update its Website, Software and Services from time to time, and although reasonable efforts are made to keep the information updated on the Website, any of the content on the Website may be out of date at any given time, and Naamly is under no obligation to update it.

Naamly makes no representations, warranties or guarantees, whether express or implied that the content on the Website is accurate, complete or up to date.

5. CONFIDENTIALITY

Licensee acknowledges that when company releases Beta software (not fully developed software) and makes it available to the Licensee for testing, evaluation and feedback perspective; Licensee will most likely be given confidential trade secret information. Licensee agrees that it will at all times hold in strict confidence and not disclose Confidential Information to any third party except as approved in writing by the Company and will use the Confidential Information for no purpose other than evaluating the Beta Software. Licensee shall only permit access to Confidential Information to those individuals having a need to know and who have signed confidentiality agreements with the Company. 

Licensee acknowledges that disclosure of Confidential Information could cause serious and irreparable harm to Company and, as an essential term and condition of participating in the Beta Software test, agrees to maintain the Confidential Information in strict confidence and not to disclose Confidential Information to any person or organization until  the date on which Company first makes this information publicly available ( “Non-Disclosure Period” ). During the Non-Disclosure Period, Licensee additionally agrees not to disseminate, publish, or otherwise communicate any review, account, description or other information concerning the Beta Software, except directly to Company or with the express prior written consent of Company.

Licensee’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Licensee can document that: (a) it was in the public domain at the time it was communicated to the Licensee; (b) it entered the public domain subsequent to the time it was communicated to the Licensee through no fault of the Licensee; (c) it was in the Licensee’s possession free of any obligation of confidence at the time it was communicated to the Licensee; or (d) it was rightfully communicated to the Licensee free of any obligation of confidence subsequent to the time it was communicated to the Licensee.

6. LIMITATION OF LIABILITY

THE COMPANY DOES NOT AUTHORIZE ANY PERSON TO CREATE FOR IT ANY OBLIGATION OR LIABILITY IN CONNECTION WITH THE SERVICES AND LICENSED SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, PERSONAL OR REAL PROPERTY DAMAGE, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR NEGLIGENCE) AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE COST OF INVESTIGATION, DEFENSE OR SETTLEMENT OF ANY TELEPHONE CONSUMER PROTECTION ACT OR SIMILAR CONSUMER PROTECTION CLAIM OR LAWSUIT; (B) THE USE OF OR INABILITY TO USE THE SITE, SOFTWARE OR THE SERVICES OR (C) ANY OTHER MATTER RELATING TO THE SITE, SOFTWARE AND THE SERVICES. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS. 

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, SOFTWARE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL AND DISCONTINUE USING THE SITE AND THE SERVICES AND TO RECEIVE A REFUND FOR SERVICES YOU DEMONSTRATE WERE PROMISED BUT NOT PROVIDED. IN NO INSTANCE WILL THE COMPANY’S LIABILITY TO YOU EXCEED THE FEES PAID BY YOU IN THE SIX (6) MONTHS PERIOD PRIOR TO THE CLAIM AT ISSUE, AND YOU AGREE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK. THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF ANY ALLEGATION OR FINDING THAT A REMEDY FAILED OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) AND EVEN IF THE COMPANY OR OTHERS WERE ADVISED OR AWARE OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR LIABILITY.

7. WARRANTY DISCLAIMER

THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER AS TO THE PERFORMANCE, FUNCTIONALITY OR LEGAL COMPLIANCE OF THE SITE, SOFTWARE OR THE SERVICES. THE SITE, SOFTWARE AND THE SERVICES ARE BEING PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU USE THE SITE, SOFTWARE AND THE SERVICES AT YOUR SOLE RISK. ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED WHETHER SUCH WARRANTIES ARE EXPRESS, IMPLIED, OR STATUTORY. ANY THIRD PARTY LINKS, RESOURCES, AND CONTENT AVAILABLE WITH THE SITE, SOFTWARE OR THE SERVICES ARE NOT CONTROLLED BY THE COMPANY, AND THE COMPANY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH THIRD PARTY LINKS, RESOURCES, AND CONTENT INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE COMPANY WILL NOT BE LIABLE FOR YOUR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, THE SERVICES, SOFTWARE OR SITE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. YOU UNDERSTAND AND AGREE THAT CERTAIN MESSAGING TECHNOLOGIES MAY EXIST IN GREY AREAS OF THE LAW WHERE NO REGULATORY AUTHORITY HAS YET ADDRESSED THE TECHNOLOGY AND YOU AGREE TO ACCEPT ALL RISKS RELATED TO THE SAME. YOU AGREE NOT TO USE OUR TECHNOLOGY TO CALL OR TEXT WIRELESS PHONES OR ANY DEVICE WHERE THE CALLED PARTY IS CHARGED FOR THE CALL, WITHOUT WELL DOCUMENTED PRIOR EXPRESS WRITTEN CONSENT. YOU ALSO AGREE NOT TO USE OUR SERVICES TO TELEMARKET TO INDIVIDUALS ON ANY STATE OR FEDERAL DONOTCALL (DNC) LIST WITHOUT EITHER WRITTEN CONSENT OR A VALID ESTABLISHED BUSINESS RELATIONSHIP EXEMPTION

FOR BETA SOFTWARE THAT THE COMPANY OFFERS FREE OF CHARGE DURING THE TESTING AND EVALUATION PERIOD, THE COMPANY MAY DECIDE AT IT’S SOLE DISCRETION TO NOT INCLUDE FEATURES, FUNCTIONALITIES IN THE PRODUCTION VERSION. AND, IF IT DOES DECIDE TO RELEASE THOSE IN PRODUCTION THEN IT RESERVES THE RIGHT TO MARKET THE SAME AS A SEPARATE ADD-ON MODULE FOR ADDITIONAL FEES AND IS NOT OBLIGATED TO CONTINUE PROVIDING THE MODULE FREE OF CHARGE TO THE LICENSEE. IN ESSENCE, THE FREE PERIOD IS ONLY FOR TESTING AND EVALUATION. 

8. OTHER PROVISIONS

(a) Governing Law.  This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the State of Delaware, United States of America, without reference to conflict of laws principles. All such disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, United States of America, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

(b) Assignment.  Licensee shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of the Company. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

(c) Modification.  This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.

9. INDEMNIFICATION

BY REGISTERING FOR THE SERVICES, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, PROCEEDINGS, SUITS AND ACTIONS, INCLUDING ANY RELATED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, JUDGMENTS, SETTLEMENTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND DISBURSEMENTS) AND COSTS INCURRED BY, BORNE BY OR ASSERTED AGAINST THE COMPANY TO THE EXTENT SUCH CLAIMS IN ANY WAY RELATE TO, ARISE OUT OF, OR RESULT FROM (A) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS, THESE TERMS, THE PRIVACY POLICY OR THE TERMS OF ANY AGREEMENT GOVERNING YOUR USE OF THIRD PARTY EQUIPMENT (OR ANY OF THE FOREGOING BY PARTIES WHO USE YOUR ACCOUNT, WITH OR WITHOUT YOUR PERMISSION, TO ACCESS THE SERVICE); (B) ACTS, ERRORS, OR OMISSIONS BY YOU (OR ANY PARTIES WHO USE YOUR ACCOUNT, WITH OR WITHOUT YOUR PERMISSION, TO ACCESS THE SERVICES); (D) CLAIMS FOR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS ARISING FROM THE USE OF THE SITE OR THE SERVICES, THIRD PARTY EQUIPMENT, OR THE INTERNET; (E) CLAIMS ARRISING FROM THE TELEPHONE CONSUMER PROTECTION ACT OR SIMILAR FEDERAL OR STATE CONSUMER PROTECTION LAWS, OR (F) YOUR USE OF THE SITE, SOFTWARE OR THE SERVICES

10. GENERAL

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, INCLUDING THE COMPANY’S PRIVACY POLICY AND THE DESCRIPTION OF ANY NAAMLY PROGRAMS AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE

If you have any questions about these terms of service and Agreement, or if you want to contact the Company for any reason, please direct all correspondence to hello@naamly.com