Terms of Service

1. INTRODUCTION      

1.1 These Terms of Conditions are brought by Emitto ltd, incorporated under the laws of England and Wales, with its registered office at Unit 6 Queens Yard, White Post Lane, London, E9 5EN and its affiliated company Product Hive LLC, incorporated under the laws of the Republic of Serbia with its registered office at Ruzveltova street no. 1a, Belgrade (hereinafter referred to as “the Company”) the owner of Emitto platform available on the web page https://emitto.io and its subdomains (hereinafter referred to as “Emitto”).

1.2 Please read these Terms and Conditions carefully. They represent the legally binding Agreement between you and the Company for the use of the Company’s Service available on the Emitto platform. If you register and use the Service you agree that you have understood and accepted the terms of the Agreement. You may not use the Service if you do not accept the terms of the Agreement. If you accept these terms on behalf of an organization that you represent, you confirm that you have the authority to do so. If, however, your organization has a separate Agreement with the Company then that Agreement will govern instead. In the event of using Services on behalf of your employer, you represent and warrant that you are authorized to accept these Terms on Your employer’s behalf  and that your employer agrees to indemnify you and Company for violations of these Terms. In this Agreement “the Customer” will refer to you unless you accept on behalf of an organization in which case “the Customer” will refer to the organization.

1.3 The Company and the Customer are referred to as “Party” and jointly as “Parties” in this Agreement. “Services” will refer to our offering starting with our platform services, which includes all of our programs, features, functions and report formats, instructions, online help files and technical documentation, our website, marketing materials, business center, technical support, add-ons as well as any upgrades or updates to any of these, made generally available by us, including our software provided to you in connection with your use of our services, and our connectivity services.

2.  SERVICES AND INCORPORATION 

2.1 The Company offers a variety of services available on the Emitto on enabling connectivity and the easy integration of telecommunications capabilities into software applications, including mobile, web-based, and desktop applications described on the Emitto together with the then-current pricing page (the “Services”).

2.2 The Company may have to make changes from time to time to the Services, pricing, and policies. The Customer is responsible for the compatibility of its use of the Services with the then-current Service description and policies. Company may in its reasonable discretion suspend or discontinue any of the Services or its components or amend policies by posting a notice within the Emitto application or by sending a notice to the Customer through an appropriate means of electronic communication associated with the User Account. It is the Customer’s responsibility to keep informed about all changes to the Services or the policies. The Customer agrees and accepts that the provision of Service by the Company relies on the platforms in use, such as Facebook, Viber, SMS service and other possible platforms. Therefore the Customer accepts that suspension of Services from the mentioned platforms may occur due to reasons that are out of the Company’s control. The Customer confirms it accepts the risk of such events and that in such cases the Company would not be liable for such suspensions. In order to use the Services, the Customer has to accept the Privacy Policy and other necessary additional documents related to Privacy protection or Terms and Conditions, all available on the Emitto website (https://emitto.io). 

2.3 Charges, Payment Terms, and Taxes

The Customer agrees to pay for the use of the Services as set out on the pricing page: https://emitto.io/pricing, which may be updated from time to time, unless the Customer has entered into a separate Agreement with the Company in which case special pricing may apply. The Company reserves the right to change the pricing from time to time. 

The Customer may subscribe to several general plans or custom plans agreed within the separate Agreement, each containing different limits of features and pricing.

Different types and pricing rules are defined in the following section (2.4).

2.4 Payment Types

The several payment types will apply, depending on the service type. 

(i) Advance payments:

1. The Customer will be billed in advance for the Subscriptions he signs up for, including:

   1.1 Plan Subscription;
   1.2 Phone Numbers
   1.3Viber Business Messages Subscription.

2. When available, the customer can choose one of the two following options:

2.1 Monthly subscription, billed at the beginning of each month for the upcoming month; 
2.2 Yearly subscription, billed at the beginning of the first month of the annual billing cycle. 

(ii) On-demand billing:

1. SMS Campaign

The cost of the campaign (per-message pricing associated with the Customer’s plan) will be shown and upon the Customer’s confirmation, the cost of that campaign will be charged. 

2. Viber Business Messages Campaign

The Viber subscription plan includes the agreed amount of monthly credits. The monthly credits expire at the end of the month and cannot be used in the following months. If the Customer wants to send more campaigns/messages than the monthly prepaid quota included with the subscription allows, the customer will be billed with per-message pricing before the campaign runs.

(iii) End of month billing

1. Web Push & Facebook Messenger Campaigns

Each plan may include a certain number of free messages quota (not billed to the Customer), allocated to the Customer at the beginning of the month. Upon exceeding these quotas the Customer will be billed on a metered (per message pricing) in the 1,000 messages increment with the pricing associated with the Customer’s subscription plan. These calculations and billing will be conducted at the end of each month.

(iv) Proxy billing

1. Facebook Ads

If the Customer uses Emitto’s integration with Facebook Ads to acquire subscribers, or send sponsored messages, Emitto will serve just as an interface for the Ad creation process. All the ads will be created, hosted, and billed within the Customer’s Facebook Ads manager. In this case, Emitto serves only as the Campaign creation proxy and will not charge the customer for this service. However, Emitto will take no liability for the provision of this service and its billing.

The Customer can add multiple projects within Emitto used to differentiate between Clients, Brands, and Audiences. Therefore, each project will be treated and billed separately.

2.5 Cancelations

In the event that the Customer cancels or downgrades an advance payment subscription, the total amount for the full billing period will be charged and the Customer would not be entitled to a refund, regardless if the Customer used the service or not. 

Otherwise, the Customer shall pay for the provided Services, based on the consumption of such Services. Customer’s continued use of the Services after a price change becomes effective constitutes Customer’s agreement to pay the changed price unless the Customer has a separate Agreement or the Customer is a user of one of the custom plans. Some of the Services will be charged directly from the Company’s Services suppliers and not the Company. 

2.6 The Services will be provided against prepayment by the Customer, without any right of set-off, deduction, or counterclaim to the extent, and for as long as the Customer has an outstanding balance. The Customer will pre-pay the Services by credit card or, if post-payment is not specifically agreed with the Company, pay by wire transfer to an account designated by the Company free of bank or other charges. Once the Customer registers, the Customer may receive the free trial, for one of the paid plans, free of charge for a limited period of time. After the expiration of the trial period, the Customer will be charged unless he cancels the subscription before the end of the trial. 

2.7 Customer accepts that additional costs may be charged when using the Services provided by Facebook that are arranged in accordance with the Facebook Terms which Customer confirms that he had read and accepted together with these Terms. 

2.8 Transactions are taken into account for purposes of the charges as recorded and computed by the Company from midnight on the 1st day of the relevant period to midnight of the last day (times are CET/CEST). Please note that the credit card data shall be processed by a third party and not the Company. The Customer obliges not to contact a third party on the subject of refunds or claims. The Customer may contact the third party dealing with the credit data only when it comes to the correction of technical details such as expiry of card, wrong added card number or holder name. 

2.9 The Customer must raise any payment dispute by written notice to the Company within seven (7) days from the date of the invoice. The Customer will pay the undisputed invoice amount by the invoice due date. All reclamations should be submitted in due course to the following email address: disputes@emitto.io. The Company will reconsider payment disputes for amounts greater than 2% of the invoice amount. Once the reclamation is submitted, the Parties shall negotiate in good faith to settle any payment dispute within 30 days from its submission. Each Party can choose to escalate the payment dispute to the relevant commercial contacts of the other Party. If the dispute is resolved in the Customer’s favor, the Company will correct the relevant invoice. In the case that the payment dispute cannot be resolved within 30 days from its submission the Company is entitled to terminate this Agreement and the Services without further notice. In the case that the payment is not possible via one payment method the Company will try to complete the payment through all other available payment methods ever used in relation to Services. Furthermore, the Company is also entitled to terminate this Agreement without further notice if the Customer has outstanding payments older than 15 days. 

2.10 All pending payments until the moment of the Agreement Termination will be charged by the Company. The fees shown on the Emitto are exclusive of any applicable taxes payable in connection with the Services provided hereunder (including, without limitation, VAT or any relevant local sales taxes). If the Customer is a UK or EU entity, the applicable VAT or any relevant taxes will be charged.

3. OBLIGATIONS AND CONDUCT

3.1 In consideration of the use of Service, the Customer agrees to:

(a) Sign-up to Emitto using his/her business email, or a pre-existing account on other platforms such as Google, Facebook, etc. (the Single sign-on platforms “SSO Platforms”) which can then be used each time when you are accessing Emitto (the “User Account”). Please keep in mind that the User Account is linked to one account on the SSO Platforms and that if you are using accounts from two or more SSO Platforms such account shall be treated as a separate User Accounts provided that these accounts in SSO Platforms do not use the same email address (the “Linked Accounts”). Likewise, if you have more than one account on one SSO Platforms, each such account shall be treated as a separate User Account.

(b) respect all rules, obligations, and limitations related to User Account as determined by the terms of use on the SSO Platforms. For instance, Your SSO Platform may have certain restrictions in respect to user features (such as age) and the Customer must comply with such restrictions in order to have a viable User Account that shall be used for access to User Account; 

(c) provide accurate, current, and complete information as may be prompted by a registration form in your SSO Platform (the “Registration Data”); 

(d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with SSO Platforms and/or Emitto account; 

(e) all administrators or team members of the Emitto account are responsible for actions taken by one of the administrators or team members of the Emitto account.  

3.2 The Customer is entirely responsible for all the Content uploaded, posted, or otherwise transmitted via Emitto. The Customer agrees not to upload, post or otherwise transmit via Emitto, Content that:
(a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to the Company , Service providers, or, message recipients;
(b) includes unauthorized disclosure of personal information;
(c) relates to a third party and such third party has not given consent for use of such Content;
(d) violates or infringes anyone’s intellectual property rights; or
(e) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(f) does not comply with the laws in the country the content is distributed to. 

The Company reserves the right to remove Content or suspend the User accounts and projects that violate these Terms.     

3.3 Customer agrees that it will not use Services to:      

(a) transmit spam or unsolicited communications;      

(b) pretend to be the Company or any other natural or legal person, or spoof Company’s identities or identity of any other natural or legal person;      

(c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through Emitto; 

(d) misrepresent their affiliation with any person or entity; 

(e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use Emitto; 

(f) engage in activities that would violate any fiduciary relationship, any applicable national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or      

(g) collect or store personal data about other users unless specifically authorized by such users.

3.4 If the Customer does not use User Account for accessing Emitto for more than 6 (six) months in a row, such User Accounts may be deleted as well as all the user’s data, except in the case of an active Agreement or a long-term subscription. Please note that the deletion of a User Account cannot in any way affect your account on SSO Platforms. In case of such an event, the Company will notify the Customer about these actions with a 2 weeks notice. 

3.5 The Customer is responsible for providing suitable hardware (e.g. laptop or mobile phone), software (web browser) and a stable internet connection that will ensure access to Emitto. The Customer will ensure that their customers or users will use the Services strictly in compliance with the applicable data protection laws.

3.6 The Company, in its reasonable discretion, may suspend Services or terminate the Agreement immediately. The Customer will indemnify the Company against all costs and liabilities arising out of      the Customer or its customers’ or users’ use of the Services, infringe the rights, contractual or statutory, of the Company or any third party or any applicable law and regulation.

3.7 The Customer will immediately inform the Company when receiving any notification or official communication from regulators, state authorities or similar bodies, in relation to the Customer’s services which are based on the Services provided by the Company, providing the Company with a copy of such notification or, at a minimum, with complete substantive information regarding the part of the notification which relates to the Services directly or indirectly.

3.8 The Customer will not have the right to sell to any resellers or aggregators of services under this Agreement without the advance prior consent from the Company in writing.

4. CONFIDENTIALITY

4.1 The Customer may obtain direct access via Emitto to certain confidential information of Emitto and its suppliers and affiliates, including without limitation technical, contractual, product, program, pricing, marketing, and other valuable information that should reasonably be understood as confidential (“Confidential Information”). The Customer must hold Confidential Information in strict confidence. Title to Confidential Information remains with the Company and its suppliers and affiliates. Confidentiality explicitly applies to all information related to the discounts and benefits agreed with the Customer.

4.2 Customer obligations regarding Confidential Information will remain in force upon deletion of User Account and/or upon expiry or termination of these Terms for as long as the Confidential Information remains confidential. Upon termination of the Terms or upon the Company’s written request, the Customer must cease use of Confidential Information and return it to the Company or destroy it.

4.3 The Terms impose no obligation with respect to Confidential Information in the case that the the Customer establishes  by legally sufficient evidence: 

(a) That he possessed the Confidential Information prior to the receipt from the Company, without an obligation to maintain its confidentiality;      

(b)  or becomes generally known to the public through no act or omission by the Customer, or otherwise without violation of these Terms;      

(c) that Customer obtained from a third party who had the right to disclose it , without an obligation to keep such information confidential;

(d) Customer independently developed without the use of Confidential Information and without the participation of individuals who have had access to it;

(e) in response to a valid order by a court or other authority, as required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to the Company adequate to afford the Company the opportunity to object to the disclosure. 

Each disclosure of Confidential Information provided in this section must be minimal and sufficient for achieving the requested purpose and in event that such purpose may be achieved by other means, the Customer is obliged to use those other means.

5. DELIVERY OF COMMUNICATIONS

5.1 The Company will provide a reasonable attempt to deliver all communications received via Emitto that are addressed to the Customer using the contact information associated with their Emitto account or otherwise provided by the Customer. However, the Company cannot guarantee delivery of any communications and will be held harmless from any claim or demand related to undelivered communications.

6. INDEMNITY

6.1 The Customer acknowledges and agrees to indemnify and hold the Company and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees, and representatives harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Content, use of, or connection to Emitto (including any use by the Customer on behalf of employer or third parties), violation of the Terms, or violation of any rights of other users of Emitto Services.

7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS

7.1 The Company may provide notice to the Customer via Emitto, email or any other means of communication the Customer has disclosed to the Company. The Company reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Customer use of or access to them, with or without notice. The Company reserves the right at any time to terminate the Services if the Customer makes  any breach of these Terms. The Company may also delete, or restrict access to or use of, all related information and files. The Company will not be liable to the Customer or any third-party for any modification, suspension, or termination of the Services, or loss of related information. The Company may amend these Terms at any time by providing the amended terms within Emitto.

7.2 Company may suspend the Services in the event of 

(i) non-payment of charges; 

(ii) the Company has reasons to believe that Customer has violated these Terms; 

(iii) there is reason to believe that the traffic created from the use of the Services is fraudulent or negatively impacting the operating capability of our Services; 

(iv) the Company determines that in its sole discretion, that providing the Services is prohibited by law; or 

(v) suspension is required for upgrade or maintenance reasons or the services of an operator required for the provision of the Services are not available; 

(vi) pretending to be someone else, misrepresentation, scamming, attempting  to hack  the platform or any other behavior that can be characterized as malicious or inappropriate. Company will make reasonable efforts to notify the Customer in advance of any suspension giving the 7 (seven) days’ notice.

8. TERMINATION OF THE AGREEMENT

8.1 This Agreement commences on the date that the Customer accepted these Terms and Conditions and continues indefinitely unless terminated by either Party by giving at least thirty (30) days’ advance written notice of termination unless the Customer had subscribed on an annual basis when the Customer may terminate the Agreement within 14 days since the first day of the subscription and if he did not send more than 100 messages within the Services.  

8.2 In the event that certain Services specifically provided for a fixed term, the Customer will be liable for all fees agreed in connection with the fixed term in the event of early termination by Customer, effective prior to the end of the fixed term, or termination with immediate effect by the Company.

8.3 Either Party can terminate the Agreement with immediate effect if:

(i) the other Party is in breach of a material obligation of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice of such breach; 

(ii) if the other Party ceases to trade or to pay its debts in the ordinary course, enters into a voluntary arrangement with its creditors, or becomes insolvent or enters into liquidation or similar, or anything occurs analogous to the foregoing under the laws of the place where the Party is incorporated, or 

(iii) as specifically contemplated in this Agreement. If the Company terminates the Customer’s account the Company may also suspend Services immediately.

9. DISCLAIMER OF WARRANTIES 

9.1 The Customer’s use of Emitto is at Customer’s sole risk unless otherwise explicitly stated. Emitto, including the Information, Services and Content is provided on an “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis. The Company disclaims all expressed or implied conditions, representations, and warranties of any kind, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, or noninfringement. The Company makes no representations, warranties, conditions or guarantees as to the usefulness, quality, suitability, truth, accuracy or completeness of Emitto, it’s Information, Services and/or Content.

9.2 The Company makes no warranty or representation that: 

(a) Emitto will be uninterrupted, timely, secure, or error-free; 

(b) the results that may be obtained from the use of Emitto will be accurate; 

(c) the quality of any products, Services, Content, Information, or other material purchased or obtained from Emitto will meet your expectations or requirements; or 

(d) any errors in Emitto will be corrected.

The Customer assumes all risk for any damage to the Customer’s computer system or loss of data that results from obtaining any Services from the Company, including any damages resulting from computer viruses.

9.3 The Company warrants to provide the Services in a professional manner. The Company does not warrant that the Services will be available all the time. The Customer’s entire remedy for the Company’s failure to meet service level requirements or other requirements under this Agreement will be for Company to use reasonable commercial efforts to correct reported faults for which it is responsible. All other warranties, whether statutory or contractual, are hereby excluded from this Agreement, to the extent permitted by law. The Company is not responsible for any mobile telecommunication systems or networks it does not operate and consequently not liable for the acts or omissions of other telecommunication services providers. The Customer acknowledges that the Company has no control over the content of any messages transmitted through its system, and Company cannot be held responsible by the Customer or their customers for such content.

10. LIMITATION OF LIABILITY

10.1 To the full extent permitted by law, the Company is not liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including, without limitation, loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or any other loss of economic advantage) arising out of or in connection with Emitto, even if the  Company has previously been advised of, or reasonably could have foreseen the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including without limitation damages due to: 

(a) the use of or the inability to use Emitto; 

(b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained, or messages received or transactions entered into, through or from Emitto; 

(c) statements or conduct of any third party in Emitto, including without limitation unauthorized access to or alteration of transmissions or data, malicious or criminal behavior, or false or fraudulent transactions; or 

(d) Content or Information the Customer may use, modify or distribute.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Intellectual property rights in all software, information, technology or data whatsoever supplied by either party under this Agreement will remain the property of that party.

11.2 “The Company’s Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans, domain names and other designations the Company uses in connection with its products and services, including Emitto. The Customer may not remove or alter any of the Company’s Trademarks, or co-brand your own products or material with the Company’s Trademarks, without the Company’s prior written consent. The Customer acknowledges the Company’s rights in the Company’s Trademarks and agrees not to use any of the Company’s Trademarks without the Company’s prior written consent. The Customer agrees not to incorporate any of the Company’s Trademarks into the Customer’s trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for any use whatsoever.

11.3 The Company is committed to respecting others’ intellectual property rights and expect all users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement in use of Emitto and Services, please contact Company via email at: legal@emitto.io.     

12.  COMPLIANCE

12.1 The Customer will comply with all applicable laws, including data protection, anti-bribery, and anti-spam laws, and the Company’s policies. If the Customer is sending messages to and from the United States of America or Canada, the Customer must pay particular attention to US and Canadian Anti-Spam laws. The Customer will not enter into agreements with individuals or entities which are subject to international sanctions or embargoes with respect to the Services. The Customer undertakes that they’re not subject to such sanctions or embargoes.

13. FORCE MAJEURE 

13.1. Any delay or failure by either party hereto in performance of this Agreement will be excused to the extent that such delays or failures are caused by occurrences beyond such party’s reasonable control, including acts of God, decrees or restraints of governments, strikes or other labor disturbances, war, sabotage, and any other cause which cannot be reasonably controlled by either party. A pandemic would not be considered a force majeure event. The Party seeking to excuse its performance will promptly notify the other party, and the notifying party will be excused for the duration of its inability to perform. Either party may terminate this Agreement if such conditions continue for sixty (60) days or more.

14. GENERAL TERMS

14.1 The Terms constitute the entire agreement between the Customer and the Company relating to the subject matter and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and provided in Emitto and /or on Emitto’s website or application. The Customer must not assign or otherwise transfer the Terms or any right granted hereunder. The Customer also may be subject to additional terms and conditions that may apply when the Customer uses Emitto or third-party products or services.

14.2 The Customer agrees that any material breach of Sections 2,3,4 of the Terms may result in irreparable harm to the Company for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, the Company will be entitled to equitable relief, including both a preliminary and permanent injunction if such a breach occurs. The Customer waives any requirement for the posting of a bond or other security if the Company seeks such an injunction.

14.3 This Agreement shall be governed by the laws of England and Wales, and the parties hereby submit to the non-exclusive jurisdiction of the courts of London, England, for the resolution of any dispute which may arise in connection herewith.

14.4 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms, including but not limited to rights and obligations stipulated in Section 4.

14.5 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.