DelphiText - Business Texting Solution

Introduction

These terms and conditions govern the legal relationship between DelphiText and its Users and incorporate the provisions of the Privacy Policy located by clicking here

TAKE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN PROVISIONS THAT DISCLAIM, LIMIT AND EXCLUDE THE LIABILITY OF DelphiText TO YOU AND THAT INDEMNIFY DelphiText AGAINST CLAIMS AND DAMAGES THAT IT MAY SUFFER AS A RESULT OF YOUR CONDUCT.

Please read these terms and conditions carefully.

Agreement

Persons using the Website or the Services for any reason whatsoever bind themselves and agree to these terms and conditions.
Should a User not agree to all the terms and conditions of this agreement or be unable to comply with these terms and conditions, the User should immediately cease using the Website and/or terminate the registration process.
You may not use the Website or the Services if you are not of a legal age to form a binding contract with DelphiText.
Users agree that all terms and conditions herewith published shall be binding on the User and that should there be a contradiction between these general terms and conditions and any other product-specific or service-specific terms and conditions, the product-specific or service-specific terms and conditions shall prevail to the limited extent of such conflict.
DelphiText reserves the right to refuse to accept and/or execute an order or request to do business or to render any Services without giving any reasons therefor. DelphiText also reserves the right to cancel orders in whole or in part in DelphiText's sole and absolute discretion.

Changes and Amendments

DelphiText expressly reserves the right, in its sole and absolute discretion, to alter and/or amend any criteria or information set out in these terms and conditions or any information on the Website without prior notice and to update prices and rates quoted on its Website from time to time.
Users undertake to check the Website frequently and to acquaint themselves with the changes and/or amendments in the information supplied on the Website and, in this regard, Users undertake to check, at a minimum, these terms and conditions for any alteration thereto, including in respect of the prices and nature of any Services, prior to the conclusion of each new credit purchase or service order in respect of the Services governed by these terms and conditions. Users should regularly verify which networks are covered by the Services. Changes may occur as to which networks are covered from time to time.

The Services

DelphiText shall make all reasonable endeavours to ensure uninterrupted and continued use of the Services, however the delivery of SMS messages is largely dependent on the effective functioning of Network Operators' cellular networks, network coverage and the SMS recipient's mobile handset. DelphiText does not and cannot guarantee the availability of any Service, the delivery of SMS messages or the compatibility between any message or content format and any particular mobile handsets or mobile operating systems.
Network Operators may modify, enhance, develop or discontinue components of their services at any time without prior notice, in which event DelphiText shall be entitled to modify, enhance, develop or discontinue affected Services to Users without notice.
DelphiText shall use its reasonable endeavours to provide the User with advance notice of any modification, suspension or termination of its Services and shall endeavour to minimise the duration of any suspension thereof in so far as this is reasonably practicable.
Messages shall be deemed to have been delivered when DelphiText has sent the messages to the immediate destination that it is requested to send to, including, but not limited to, mobile telephone networks, SMTP or other servers.
DelphiText shall have the right to withhold, terminate or suspend the provision of Services to the User at any time. Where this Agreement or the provision of any Service is terminated by DelphiText for any reason other than breach by the User or discontinuance of a Service by a Network Operator, DelphiText shall refund all monies already paid in advance by the User for any unused terminated Service.
Ordinary mobile terminated messaging services may be terminated by the User at any time. Incoming numbers, including long numbers, short codes and premium rated numbers must be leased for a minimum initial period of three months and thereafter one further months' notice must be given by the User in order to terminate the lease of any long numbers or short codes.
DelphiText shall provide, on request, service information to a recipient of message sent by a User utilising a standard rate shortcode for delivering messages in the United States of America. As per network rules and industry regulations, the following processes and procedures will apply for standard rate shortcode programs in the United States of America:
1. Should a recipient have received a message from a User sent via DelphiText, and should a recipient no longer wish to receive such messages, the recipient may undertake any of the following:
  1. Text STOP to cancel.
  2. Call the DelphiText support number, supply their mobile number and ask to be blocked from receiving further messages.
  3. Email DelphiText with their mobile number and ask to be blocked from receiving further messages.
2. The standard rate shortcode program service provider is DelphiText, and the service supplied is for the delivery of one time passwords, activation codes and similar. Messages received on this program are typically recipient initiated and the frequency will depend on recipient requests, 1 message per request applies.
3. All messages sent via DelphiText are standard rate programs and message and data rates may apply. There are no premium rate services.

Acceptable Usage

Users acknowledge and understand that DelphiText acts as a conduit for the provision of information and content. Users acknowledge that DelphiText shall not be responsible or liable for any content transmitted and that full responsibility for content shall rest on the User. Users shall observe all relevant legislation and regulations applicable in their jurisdiction and in the jurisdiction of all persons to whom they cause messages to be delivered. It shall be the sole responsibility of Users to familiarise themselves with all applicable laws, regulations and codes of conduct to which they may be subject and to ensure compliance therewith.
Users shall furthermore ensure that all messages, advertising, information and content produced or generated by a User for transmission or delivery by means of the Services shall comply with all laws and any relevant code of conduct to which DelphiText itself subscribes and is bound in all territories where messages are sent by, or received from, the User, including but not limited to the following laws and codes of conduct in the specific territories listed below:
1. United States: the Controlling the Assault of Non-solicited Pornography and Marketing Act (CAN SPAM) Act, the Telephone Consumer Protection Act and the Rules of the Federal Trade Commission relating to sending of unwanted commercial messages.
2. European Union: Directive 2002/58/EC, Directive 2000/31/EC, Directive 95/46/EC, Directive 93/13/EC, all national member state laws promulgated in terms thereof.
3. United Kingdom: the Data Protection Act 1998, available at www.ico.gov.uk, the Privacy and Electronic Communications Regulations, 26 May 2011 available at www.ico.gov.uk.
Users shall not do, nor omit to do, anything that would result, directly or indirectly, in any breach by DelphiText or by the User of any requirement or provision of any applicable legislation, regulations, code of conduct or network usage policies, failing which DelphiText shall be entitled to immediately suspend or terminate the provision of Services to the User and the User shall have no claim of any nature against DelphiText (including claims for re-imbursement, refund, compensation or damages). Users hereby indemnify DelphiText against any fine imposed on DelphiText or any damages suffered by DelphiText as a result of any act or omission of a User that amounts to a breach of any law or code of conduct to which DelphiText may be subject. Upon notification of any such fine or damages, Users agree to immediately pay the amount of such fine or damages to DelphiText. Any amount not paid to DelphiText within 24 hours of notification thereof shall accrue interest at the rate of 15,5% per annum.
Users may not use, or knowingly allow others to use, the Services for any purpose that may bring DelphiText's name into disrepute, or for any purpose that, in DelphiText's sole and absolute discretion, is improper, immoral or undesirable.
Users shall not permit, do, nor omit to do, anything which might have the effect of prejudicing or impeding the legitimate activities, interests or goodwill of DelphiText nor any Network Operator.
Users may not use the Services to send messages without reasonable cause nor for the purpose of causing annoyance, inconvenience or distress to any person.
In the event of any transgression of any applicable law, regulation, code of conduct, or any provision of these terms and conditions, or in the event of any complaint being received by DelphiText in relation to a User, then the User hereby acknowledges and agrees that DelphiText may in its sole and unfettered discretion remove message recipient contact numbers from the database of a User and/or suspend or terminate Services to a User without prejudice to any other rights that it may have in law or in terms of these terms and conditions.
Users acknowledge and agree that all messages sent may be stored and can be audited and reviewed by DelphiText or any other person acting on behalf of DelphiText at any time to ensure compliance with these terms and conditions and any applicable law, regulations or code of conduct.

Registration and Security

To register to make use of the Services, a User must complete the registration process and must provide DelphiText with up to date, complete and accurate information as requested by DelphiText. Failure to provide accurate and complete information on registration may result in termination of the Services. A User may also be required to choose a Username and password. Users are responsible for maintaining the confidentiality of their Usernames and passwords and Users undertake not to divulge their Username and passwords to any other person. A User is entirely responsible for any and all activities that occur under its account and a User shall be strictly liable to make payment of all charges incurred under its account whether or not these charges are incurred by the User or any other person, authorised or unauthorised, intentionally or unintentionally, or as a result of any virus, hack or security breach.
Users agree to notify DelphiText immediately of any unauthorized use of their account(s) or any other breach of security.
It is expressly prohibited for any person, business or entity to gain or attempt to gain unauthorised access to any page on this Website, or to deliver or attempt to deliver any unauthorised, damaging or malicious code to this Website. Any person who delivers or attempts to deliver any unauthorised, damaging or malicious code to this Website or attempts to gain unauthorised access to any page on this Website shall be held criminally liable and in the event that DelphiText should suffer any damage or loss, civil damages will be claimed.
In the event that a User wishes to replace a person/employee using a specific DelphiText account of the User, and wishes to prevent the individual person from accessing the account, the account holder shall inform DelphiText in writing of this change and change all details on the account accordingly. DelphiText may refuse to act on the instructions of an account holder where the account holder fails to provide sufficient proof of its identity as the account holder and the authority of the person purporting to represent it in making such a request and DelphiText shall have no liability to the account holder or the individual person where it refuses to act in the absence of such proof, nor where it acts in good faith reliance of any information submitted to it in support of any such request made by any person purporting to represent the account holder, including in respect of any claims for breach of privacy, security or confidentiality.
In the event that a person wishes to lodge a complaint that a User has used the Services in any manner that infringes on the complainant's rights or the rights of another person, the complainant shall provide DelphiText with a written notice setting out:
1. The full names and address of the complainant;
2. The written or electronic signature of the complainant;
3. Identification of the right that has allegedly been infringed or the law or code of conduct alleged to have been infringed;
4. Identification of the material or activity that is claimed to be the subject of unlawful activity;
5. The remedial action required to be taken by the service provider in respect of the complaint;
6. Telephonic and electronic contact details, if any, of the complainant;
7. A statement that the complainant is acting in good faith; and
8. A statement by the complainant that the information in the complaint is to his or her knowledge true and correct and an indemnity by the complainant in favour of DelphiText for any misrepresentation of the facts or for wrongful suspension or termination of any Services by DelphiText in response to the complaint.
Any person who lodges a notification of unlawful activity with a service provider knowing that it materially misrepresents the facts is liable for damages for any wrongful suspension or deactivation of services. Users acknowledge and agree that DelphiText shall not be liable to the User or any other person for damages or other liabilities resulting from wrongful suspension or deactivation of services in response to any such notification.
No DelphiText account may be is transferred from one person to another without the written consent of DelphiText. Where DelphiText consents thereto, the new person shall be responsible for updating all details on the account accordingly. If the Username is the former person's name or trademark, a new account must be opened.
In the event that a User forgets his or her password and/or his or her contact details used for password recovery has changed (e-mail address, mobile number) and he or she requests a password change, mobile number change or e-mail address change, DelphiText will call or e-mail the existing contact telephone number or email address on the account. The User agrees that if there is no response or no confirmation of the above request, the User may be required to re-register. The User further agrees that if any person responding to the above contact confirms the request, then the request may be effected and a new password issued to such person and the User agrees that DelphiText shall not be liable for any damages or breach of privacy, security or confidentiality resulting therefrom, including but not limited to where unauthorised persons have gained access to the Users email account or telephone.

Privacy

DelphiText will not intercept, monitor, copy or disclose any User messages or personal information about the User or the User's DelphiText account, phonebook or MSISDN's, other than in the normal course of the use of the Services, without the User's prior permission unless DelphiText believes in good faith that such action is necessary to conform to legal requirements, to co-operate or comply with legal process, investigations, summonses, subpoenas and the like, to protect and defend the rights, property or legally protectable interest of DelphiText, the User or other third party, to enforce any of the provisions of these terms and conditions or to protect DelphiText's business or reputation. The User agrees that DelphiText may access its account and message contents for the purposes described above without notice and in order to respond to service or technical issues and that DelphiText may communicate with the User from time to time for purposes including, but not limited to, communicating information regarding any updates, upgrades, notices, or other information.
A recipient of a message has the right to know the identity of the sender, and this will be disclosed on request to the recipient.
Users agree that DelphiText may make use of website visitor and non-identifiable account usage data for statistical and analytical purposes. In providing its services, DelphiText has implemented Google Analytics services for its audience reporting and remarketing features. When making use of these services, DelphiText does not process or share any data that allows any third party to identify any individual persons. In accepting these terms services, a user agrees that DelphiText may use and share de-personalised data for the analytics purposes set out above.
Users agree that they shall not violate any privacy laws, regulations or applicable codes of conduct relating to the protection of personal information of End Users including but not limited to names, addresses, email addresses, landline and mobile telephone numbers and shall not disclose the personal information of end users to any third party save without the express consent of the End User or where specifically required or permitted by law to do so.
Where the personal data of any EU member state subject is transferred to DelphiText in a non-EU member state for processing, DelphiText undertakes to ensure technical and organizational security measures that provide a level of protection appropriate to the risks represented by the processing of such data and in order to protect such data against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure or access or any other unlawful form of processing. For further information on DelphiText's Privacy Policy please click here.

Payment and Prices

Your use of the Services is contingent on your paying for such use, in the amounts and using the methods indicated on the DelphiText Site. Your payment for the Services, Credits, keywords, DIDs, usage-sensitive fees and/or plans (a portion of which also includes software maintenance and upgrades, as well as customer support) shall be deemed completed when DelphiText receives the full amount of payment owed for such Services, Credits, keywords, DIDs and/or plans. You are responsible to pay for any message or broadcast you attempt to send to any number, regardless of whether the message is actually received by the intended recipient. As DelphiText is dependent on other entities for the delivery of your messages and broadcasts, our price per credit may require adjustment in order to account for costs that are not in our control. Accordingly, we may adjust our prices from time to time without prior notice. DelphiText will charge your indicated method of payment for the Services, Credits, keywords, DIDs and/or plans immediately upon your confirming the payment method and amount. Amounts to be charged may include sales and other taxes where applicable and any other amounts indicated on the Site.
DelphiText charges are located online at https://www.delphitext.com/ and may be provided as a schedule to any other format of these terms and conditions. Network Operator's charges for use of their networks and for SMS services may differ in respect of individual Network Operators and may be varied by Network Operators from time to time and without prior notice to DelphiText or its Users. DelphiText may vary its charges for SMS messages from time to time and without prior notice to Users. In the event that a Network Operator introduces reciprocal charges, DelphiText retains the right to increase the number of credits needed per message, for that specific network.
Payment security: Users acknowledge that DelphiText makes use of secure third party payment gateways including Stripe and PayPal and Users acknowledge and agree that DelphiText shall not be liable for any losses arising from the use of any third party payment gateways whatsoever.
Cooling-off periods: DelphiText shall comply with any cooling off periods prescribed by law subject to any reasonable cancellation fees that may be imposed.
Without prejudice to any other right that it may have in law, DelphiText shall have the right to suspend or disable the operation of any User account and the provision of services to any User where payment of all charges have not been made in full by the due date, or where DelphiText reasonably suspects that payment has been made or effected by fraudulent means.

User Warranties and User Obligations

Users warrant that:
1. recipients of any commercial messages have a recent prior commercial relationship with the User and would reasonably expect to receive marketing communications from the originator and/or recipients have either requested the receipt of messages from the User or consented thereto;
2. they shall comply with all applicable laws, regulations, Network Operator requirements or applicable codes of conduct which may be applicable in their jurisdiction and the jurisdiction of all persons to whom they cause messages to be delivered;
3. they shall include their own contact details and identifying particulars in their messages to ensure that complaints are directed at them and not at the Network Operator;
4. they shall not send unlawful, abusive, harassing, threatening or obscene messages to any End User or any other person or persons, including both natural and juristic entities; and
5. they shall not engage in any fraudulent act by means of or in connection with any of the Services nor in connection with payment therefor.
Any subscription service for which an End User is debited or billed on a repeated basis without expressly confirming each individual transaction, individual programme or application administered by a User to an End User must be offered on an "opt-in basis." In addition, each User must also offer a convenient, easy-to-use and conspicuous method for an End User to opt-out from any subscription service, individual programme or application.

Breach

Where a User breaches any of these terms and conditions, including terms relating to payment of any amount due to DelphiText then, without prejudice to any of its legal rights, DelphiText shall be entitled to, amongst other things, to cancel its agreement with the User, to suspend or terminate the provision of services to the User, to suspend, disable or terminate the User's account/s, to sue for specific performance by the User, to claim damages and/or to retain any monies already paid by the User in respect of services not utilised by it as damages resulting from such breach and to set off any claims that DelphiText may have against the User from any other amounts due to the User by DelphiText.
Where a User account is suspended or terminated due to any breach of these terms and conditions, DelphiText reserves the right to also suspend or terminate all other accounts registered by, or on behalf of such User, as well as suspend or terminate any account registered by any other person or persons whom DelphiText, in its sole and unfettered discretion, believes is affiliated with the User concerned.

Limitation of Liability, Warranties and Indemnities

THE USER HEREBY INDEMNIFIES AND HOLDS DelphiText HARMLESS AGAINST ANY AND ALL DAMAGES, LIABILITIES, FINES AND RISKS THAT MAY FOLLOW FROM THE TRANSGRESSION OF THESE TERMS AND CONDITIONS.
DelphiText SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY OF WHATSOEVER NATURE ARISING FROM THE USE OR INABILITY TO USE THE WEBSITE OR THE SERVICES OR ANY CONTENT PROVIDED FROM AND THROUGH THE WEBSITE.
Furthermore, DelphiText makes no representations or warranties, implied or otherwise, that, amongst others, the content and technology available from the website are free from errors or omissions or that the Services will be 100% uninterrupted and error free.
These terms and conditions together with any other contractual documents expressly referenced in these terms and conditions contain all of the terms of agreement between the User and DelphiText.
The Website and the Services are supplied on an "as is" basis and are not supplied to meet the User's individual requirements. To the fullest extent permitted by law, DelphiText disclaims all representations and warranties relating to the Services (whether express, implied and statutory, including but not limited to the warranties of merchantability and fitness for a particular purpose). It is the sole responsibility of the User to satisfy itself prior to entering into this agreement with DelphiText that the Services and the Website will meet the User's individual requirements and be compatible with the User's hardware and/or software and message recipient handsets and devices.
Users agree to hold DelphiText harmless and indemnify DelphiText fully against any claim by any third party, including message recipients or End Users, as a result of any system failure, message corruption, interruption or termination of services, unsolicited direct marketing, harassment, emotional disturbance, inappropriate or obscene content, breach of privacy or breach of data security, provided that none of the aforegoing result from DelphiText's own gross negligence or fraudulent acts or omissions.
Users indemnify and hold DelphiText harmless against all reasonable damages, awards, penalties or legal costs claimed or imposed by any party as a result of any action, commission or omission by the User that constitutes a breach or contravention of any legislation, regulations, code of conduct or network provider codes or practice or acceptable usage policies.
In the event of any litigation between DelphiText and the User, the successful party shall be entitled to recover their reasonable legal costs incurred by it in enforcing its rights on an attorney and client scale.
Users further indemnify and hold DelphiText harmless against any reasonable claims, actions or damages from any party as a result of the fraudulent or unauthorised use of the User's Username and password or loss thereof.
Without derogating from the aforegoing, in no event shall DelphiText be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use or unauthorised use of the Website or the Services, whether such damages arise in contract, delicit, under statute, in equity, at law or otherwise.
Notwithstanding the aforegoing provisions and without derogating therefrom or limiting their application in any way, in the event that a User has a valid claim against DelphiText arising from any Services provided under these terms and conditions then the User's claim shall be limited to payment of an amount equal to the amount paid for the Services that are the subject of the claim in the month prior to any such claim arising.

General

The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these terms and conditions is found to be unenforceable or invalid, such term(s) or condition(s) shall be severable from the remaining terms and conditions. The remaining terms and conditions shall not be affected by such unenforceability or invalidity and shall remain enforceable and applicable.

Proprietary Rights

All content, trademarks and data on this website, including but not limited to software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to DelphiText, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to the User herein, all other rights to all intellectual property on this site are expressly reserved.
DelphiText shall grant a User an individual, personal, non-sublicensable, non-exclusive and non-transferable license ("the License") to use its proprietary software and/or application service, in object code form only, and only in accordance with the applicable User documentation, if any, and only in conjunction with the relevant Services. The User may not, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software/application; copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software/application; use the software/application for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels with regard to DelphiText products and/or services. The User acknowledges that DelphiText and its licensors retain ownership of all propriety applications, software, intellectual property and any portions or copies thereof, and all rights therein. Upon termination of the Services for any reason, this License will terminate and the User shall destroy and cease to use all software and applications in its possession. The software is provided and applications are offered "as is" and subject to the Service warranty disclaimers and limitations of liability found elsewhere in these terms and conditions. It is the responsibility of the User to test the Services should they wish prior to entering into this agreement.
Content from the Website may not be used or exploited by Users for any commercial and non-private purposes without the prior written consent of DelphiText.

Linking and Framing

Any third party site may link to this Website provided that such a link is directed at the home page of this Website. It is expressly prohibited for any person, business, entity or website to link to any page other than the home page of this Website, without the prior written approval of DelphiText.
DelphiText may provide links to the User only as a convenience and the inclusion of any link does not imply DelphiText's endorsement of such sites.
Any linked third party websites,pages or advertisements that may be accessible from the Website, including content posted in social media or RSS feeds displayed on the Website are not subject to the control of DelphiText. DelphiText shall not be held responsible or liable (whether directly or indirectly) in any way for the contents, use, or inability to use or access any such third party websites, pages or advertisements and any use or reliance thereon shall be at the Users sole and exclusive risk.
It is expressly prohibited for any person, business, entity, or website to frame any page on this Website, including the home page, in any way whatsoever, without the prior written approval of DelphiText.

Searching Technology

Apart from good faith search engine operators and use of the search facility provided on the Website by Users, no person may use or attempt to use any technology or applications (including web crawlers, robots or web spiders) to search, collect or copy content from the Website for any purpose whatsoever, without the prior written consent of DelphiText.
The use of non-malicious search technology, such as 'web-crawlers' or 'web-spiders', to search and gain information from this Website is not permitted if such technology will result in slowing down this Website's server or copyright infringement of any data and information available from this website. Data and information may only be used as provided for in these terms and conditions. E-mail addresses, names, telephone numbers and fax numbers published on the Website may not be incorporated into any database, used for electronic or direct marketing or other similar purposes. No permission is given, nor is it implied, that information on the Website may be used to communicate unsolicited communications to DelphiText notwithstanding that such information may be published as DelphiText's contact information.

Applicable Law

These Terms shall be governed by and construed in accordance with the laws of the State of California notwithstanding its laws governing conflicts of laws. Except as hereinafter provided, any dispute arising under these Terms shall be settled and determined by binding arbitration in San Diego, California in accordance with the provisions of the Federal Arbitration Act, 9. U.S.C. §§1-16, as amended (the "Federal Arbitration Act"), to the exclusion of state laws inconsistent therewith. The terms of the Commercial Arbitration Rules of the American Arbitration Association (the "Rules") then in effect shall apply except to the extent they conflict with the express provisions of this paragraph. Anything in the foregoing paragraph to the contrary notwithstanding, DelphiText may seek injunctive relief in any court having jurisdiction over the parties to enjoin or prevent any action you take or threaten to take in violation of these Terms. These Terms are only those stated herein, which shall constitute the complete agreement between the parties. No terms and conditions stated in or attached to your communications to DelphiText are applicable to these Terms in any way and are not to be considered your exceptions to the provisions of these Terms.

Entire Agreement

These terms and conditions constitute the entire agreement between DelphiText and the User.

Terms of Use

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