Terms and Conditions

Effective Date: 04/01/2023

These Terms and Conditions ("Terms") govern access to and use of the Viinem LLC software-as-a-service platform, including the Notify Us communication management system, APIs, admin dashboard, client portal, billing features, SMS services, email services, reports, documentation, and related services (collectively, the "Service").

1. Parties

"Viinem," "we," "us," and "our" mean Viinem LLC.

"Customer," "you," and "your" mean the business, organization, or individual that creates, accesses, or uses an account or the Service.

"End Users" means individuals or entities that receive SMS messages, emails, or other communications sent by or on behalf of a Customer through the Service.

2. Acceptance of Terms

By creating an account, accessing the Service, using the API, sending messages, selecting a plan, or paying for the Service, you agree to these Terms. If you use the Service on behalf of a company or other organization, you represent that you have authority to bind that organization.

If you do not agree to these Terms, you may not use the Service.

3. The Service

The Service allows Customers to manage client communication services, including:

• Sending SMS messages through configured SMS providers.
• Sending emails through configured email providers.
• Managing business profiles, service access, sender aliases, phone numbers, API credentials, usage limits, message logs, billing profiles, plans, subscriptions, and reports.
• Viewing usage, plan limits, billing information, and subscription status through a client portal.

We may update, improve, suspend, or discontinue features from time to time.

4. Accounts and Access

Customers may receive access to one or more account types, including:

• Employee/admin accounts for Viinem staff.
• Customer portal accounts for Customer users.
• API credentials for programmatic SMS and email sending.

You are responsible for maintaining the confidentiality of all usernames, passwords, API keys, API secrets, and other credentials. You are responsible for all activity under your account or credentials, whether authorized by you or not, unless caused by our breach of these Terms.

You must promptly notify us if you believe account credentials have been lost, stolen, compromised, or used without authorization.

5. Customer Responsibilities

You are responsible for:

• Ensuring that your use of the Service complies with all applicable laws, regulations, industry rules, carrier rules, email provider rules, and payment processor rules.
• Obtaining all required consents before sending SMS messages, emails, or other communications.
• Maintaining accurate sender identity, contact, billing, and business information.
• Honoring opt-outs, unsubscribe requests, stop requests, and other withdrawal-of-consent requests.
• Ensuring that your message content is accurate, lawful, non-deceptive, and not harmful.
• Ensuring that your employees, contractors, systems, and integrations comply with these Terms.

6. SMS and Email Compliance

You are solely responsible for determining whether your messages are transactional, informational, marketing, promotional, or otherwise regulated.

For SMS and similar messaging, you must comply with applicable laws and rules, including the Telephone Consumer Protection Act ("TCPA"), related FCC rules, carrier rules, CTIA guidelines where applicable, and any other applicable consent, disclosure, opt-out, and recordkeeping requirements.

For email, you must comply with applicable laws and rules, including the CAN-SPAM Act and any applicable state, federal, or international email marketing and privacy laws.

At minimum, you must not use the Service to:

• Send messages without required consent.
• Send deceptive, misleading, fraudulent, or unlawful messages.
• Hide or falsify sender identity.
• Ignore opt-out or unsubscribe requests.
• Send spam, phishing, malware, scams, illegal offers, or abusive content.
• Send content that violates provider, carrier, or platform rules.

We may suspend or restrict your access if we believe your use may violate these Terms, provider requirements, carrier requirements, law, or the rights of others.

7. Prohibited Uses

You may not use the Service to:

• Violate any law or regulation.
• Send unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable content.
• Send spam, phishing, fraudulent, misleading, or deceptive communications.
• Interfere with or disrupt the Service.
• Attempt to gain unauthorized access to systems, accounts, data, APIs, or networks.
• Reverse engineer, copy, resell, sublicense, or misuse the Service except as expressly permitted.
• Use the Service for high-risk activities where failure could cause death, personal injury, property damage, or environmental harm.
• Upload or transmit malicious code, malware, or harmful files.
• Circumvent usage limits, rate limits, security controls, or billing controls.

8. Plans, Billing, Payments, and Auto-Renewal

We may offer subscription plans, including but not limited to Basic, Standard, and Enterprise plans.

Basic and Standard plans may be available for self-service checkout. Enterprise plans generally require contacting us for custom pricing, limits, rates, and terms.

If you select a paid plan, you agree to pay all fees, usage charges, overage charges, taxes, and other charges associated with your plan. Payment processing may be handled by a third-party payment processor such as Stripe.

Initial Payment

When selecting a paid plan, you may be required to make an initial payment through a hosted checkout page before the plan is activated.

Auto-Renewal

Unless you cancel before the renewal date, paid subscriptions automatically renew at the end of each billing period. You authorize us and our payment processor to charge your payment method for recurring subscription fees, usage charges, overages, taxes, and other applicable charges.

Usage and Overage Charges

Plans may include SMS units, email units, daily limits, monthly limits, per-unit rates, and overage rates. Usage records generated by the Service may be used to calculate billing and enforce limits.

Failed Payments

If a payment fails, your subscription may become past due, unpaid, incomplete, suspended, restricted, or canceled. We may restrict SMS, email, API, and portal access until payment issues are resolved.

Cancellation

Basic and Standard Customers may cancel through the client portal if self-service cancellation is enabled. Enterprise cancellation requests generally require contacting us.

Cancellation may take effect immediately or at the end of the then-current billing period depending on the plan, payment processor configuration, and applicable agreement. Unless otherwise required by law or expressly stated in writing, fees already paid are non-refundable.

Taxes

Fees are exclusive of taxes unless stated otherwise. You are responsible for applicable taxes, duties, levies, and governmental charges.

9. API Credentials and Integrations

API keys and secrets are confidential. You must not expose API secrets in frontend code, public repositories, mobile apps, logs, or other insecure locations.

You are responsible for integrations you build using the Service. We may revoke, rotate, or restrict credentials if we believe they are compromised or misused.

10. Customer Content and Data

"Customer Content" means message content, recipient data, sender data, contact data, logs, files, requests, and other data submitted to or processed through the Service by or on behalf of a Customer.

You retain ownership of Customer Content. You grant us the rights necessary to host, process, transmit, store, display, analyze, and otherwise use Customer Content to provide, secure, maintain, improve, and support the Service.

You represent that you have all rights, consents, notices, and permissions required to provide Customer Content to us and to use it through the Service.

11. Privacy

Our collection and use of personal information is described in our Privacy Policy. By using the Service, you acknowledge the Privacy Policy.

12. Third-Party Services

The Service may rely on third-party services, including SMS providers, email providers, cloud hosting providers, database providers, analytics providers, and payment processors.

Third-party services may be subject to their own terms, policies, availability, fees, restrictions, and compliance requirements. We are not responsible for third-party service failures, delays, outages, rejections, filtering, carrier blocking, payment processor decisions, or policy enforcement.

13. Service Availability and Support

We aim to provide a reliable Service, but we do not guarantee uninterrupted or error-free operation unless a separate written service level agreement applies.

The Service may be unavailable due to maintenance, updates, outages, provider failures, network issues, security incidents, or events outside our control.

14. Security

We use reasonable administrative, technical, and organizational safeguards designed to protect the Service. However, no system is perfectly secure. You are responsible for securing your own systems, credentials, endpoints, and integrations.

15. Intellectual Property

We and our licensors own all rights, title, and interest in the Service, software, dashboards, APIs, documentation, designs, logos, trademarks, and related technology, except for Customer Content.

No rights are granted except as expressly stated in these Terms.

16. Feedback

If you provide feedback, suggestions, or ideas, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.

17. Suspension and Termination

We may suspend or terminate access to the Service if:

• You violate these Terms.
• Your payment is overdue or fails.
• Your use creates risk for us, providers, carriers, End Users, or other Customers.
• Your messages appear unlawful, abusive, fraudulent, or non-compliant.
• Required by law, provider rules, court order, or government request.

You may stop using the Service at any time. Termination does not relieve you of payment obligations incurred before termination.

18. Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available." We disclaim all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, message delivery, deliverability, or error-free performance.

We do not guarantee that any SMS or email will be delivered, opened, read, or accepted by a recipient, carrier, mailbox provider, spam filter, or third-party service.

19. Limitation of Liability

To the maximum extent permitted by law, Viinem LLC will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, business interruption, provider failures, message blocking, payment processor actions, or unauthorized access.

To the maximum extent permitted by law, our total liability for all claims relating to the Service will not exceed the amounts paid by you to us for the Service during the three (3) months before the event giving rise to the claim.

Some jurisdictions do not allow certain limitations, so some limitations may not apply.

20. Indemnification

You agree to defend, indemnify, and hold harmless Viinem LLC, its owners, officers, employees, contractors, service providers, and affiliates from and against claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising from or related to:

• Your use of the Service.
• Customer Content.
• Messages sent by or on behalf of you.
• Your violation of these Terms.
• Your violation of law, carrier rules, provider rules, privacy rules, or messaging rules.
• Your products, services, customers, recipients, or End Users.

21. Governing Law and Disputes

These Terms are governed by the laws of PA, USA, without regard to conflict-of-law rules.

Any dispute will be resolved in the courts located in Pennsylvania, USA, unless the parties agree otherwise in writing or applicable law requires otherwise.

22. Changes to These Terms

We may update these Terms from time to time. We will update the effective date when changes are made. Continued use of the Service after changes become effective means you accept the updated Terms.

23. Contact

Viinem LLC
[email protected]
+1 (908) 529-6733