Terms of Use

  1. 1. Scope and Applicability

    1.1. These Webex Interact Terms of Use between You and Textlocal (the “Agreement”) cover Your use of the Cloud Service purchased through our Site and incorporates the Acceptable Use Policy.

    1.2. Definitions of capitalized terms are provided in clause 15, unless provided elsewhere in this Agreement.

    1.3. You agree to be bound by the terms of this Agreement through Your access and use of the Cloud Service. If You do not have authority to enter into this Agreement or You do not agree with its terms, do not use the Cloud Service.

  2. 2. The Cloud Service

    2.1. Webex Interact is a self-service cloud-based mobile messaging platform intended for use for business and commercial purposes only.

  3. 3. Using the Cloud Service

    3.1. Your License and Right to Use the Cloud Service. Textlocal grants You a non-exclusive, non-transferable license and right to use the Cloud Service for Your direct benefit during the Usage Term and as set out in this Agreement (collectively, the “Usage Rights”). Usage Rights do not include the right to sublicense. You do not receive any implied licenses under this Agreement and we reserve all rights not expressly granted under this Agreement.

    3.2. Your Compliance with Laws, Regulations and other Policies and Requirements. You will comply with (and acknowledge that Usage Rights are granted subject to Your compliance with):

    (a) the Acceptable Use Policy,

    (b) all applicable laws and regulations, including but without limitation, those related to:

    i. Customer Data, including, without limitation, Your Content (and its receipt by us or Your Contacts), and

    ii. advertising, direct marketing, electronic commerce, electronic communications, privacy and disclosures to Your Contacts,

    (c) all applicable governmental regulations, Channel requirements, guidelines and codes of practice and standards issued by regulatory bodies or Channels, and

    (d) clause 3.3 (Your Use of Channels).

    3.3. Your Use of Channels. If You use one or more Channels, You acknowledge and represent that You:

    (a) have read the Digital Channel’s terms for use of such Digital Channel for Your commercial purposes or other applicable Channel policies or requirements (collectively “Channel Terms”);

    (b) are subject to the Channel Terms;

    (c) understand that the Channels, the Digital Channel platform and application provider(s) have access to any Digital Channels Data exchanged through the applicable Channel, and may use that information for the purposes detailed in the applicable Digital Channel Terms; and

    (d) are fully responsible for informing Your Contacts and recipients of Messages that the Channels, the Digital Channel(s) platform and the application provider(s) have access to:

    i. whatever Digital Channels Data is exchanged via the applicable Channel(s), and

    ii. the Digital Channels Data You choose to exchange via the applicable Channel(s).

    3.4. Use by Third Parties. You may permit Authorised Third Parties to exercise the Usage Rights on Your behalf, provided that You are responsible for:

    (a) ensuring that such Authorised Third Parties comply with this Agreement; and

    (b) any breach of this Agreement by such Authorised Third Parties.

    3.5. Our License and Right to Use Your Customer Data. By submitting and sending Customer Data through the Cloud Service and uploading it to our Platform, You grant Textlocal:

    (a) a non-transferable (except to our Affiliates), royalty-free, world-wide license for the Usage Term to use any Customer Data (in particular, but without limitation, Your Content and Contact Details) solely for the purposes of providing the Cloud Service; and

    (b) non-exclusive, transferable, perpetual, irrevocable license to use any Customer Data collected by Textlocal during Your use of the Cloud Service solely on an anonymized and aggregated basis within Textlocal’s business operations, marketing or sales activities and/or administrative purposes, including, but not limited to, monitoring aggregate metrics and general system usage.

  4. 4. Additional Conditions of Use

    4.1. Textlocal Technology Generally. Unless expressly agreed by Textlocal, You may not and may not permit any third-party to:

    (a) transfer, sell, sublicense, monetise, or make the functionality of any Textlocal Software and/or the Cloud Service available to any third party;

    (b) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks;

    (c) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of the Textlocal Software and/or the Cloud Service; or

    (d) use Textlocal Content other than as part of Your permitted use of the Cloud Service.

    4.2. Cloud Services. You will not intentionally:

    (a) interfere with other customers’ access to, or use of, the Cloud Service, or with its security;

    (b) facilitate the attack or disruption of the Cloud Service, including a denial-of-service attack, unauthorised access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots);

    (c) cause an unusual spike or increase in Your use of the Cloud Service that negatively affects operation of the Cloud Service; or

    (d) submit any information or Customer Data that does not comply with this Agreement or would cause You to be in breach of clause 3.2 (Your Compliance with Laws, Regulations and other Policies and Requirements).

    4.3. Minor Children. The Cloud Service is not intended for use by persons younger than the age of consent in their relevant jurisdiction (“Minor Children”). Minor Children are not permitted to create an account to use the Cloud Service, and You will not authorise Minor Children to access the Cloud Service.

    4.4. Changes to Cloud Service. Textlocal may:

    (a) enhance or refine Textlocal Software and/or the Cloud Service, although in doing so, Textlocal will not materially reduce the core functionality of the Cloud Service, except as contemplated in this clause 4.4; and

    (b) perform scheduled maintenance of the infrastructure and software used to provide the Cloud Service, during which time You may experience some disruption to the Cloud Service. Whenever reasonably practicable, Textlocal will provide You with advance notice of such maintenance. You acknowledge that, occasionally, Textlocal may need to perform emergency maintenance without providing You advance notice, during which time Textlocal may temporarily suspend Your access to, and use of, the Cloud Service.

    4.5. Cloud Service End of Life. Textlocal may end the life of the Cloud Service, including component functionality (“EOL”), by providing written notice on Cisco.com and/or the Site. If You have purchased Monetary Credits which are unused and have not expired for Your use of the Cloud Service that becomes EOL, Textlocal will use commercially reasonable efforts to transition You to a substantially similar Cisco technology. If Cisco does not have substantially similar Cisco technology, then Textlocal will refund You the amount paid for Monetary Credits which are unused and have not expired.

    4.6. Your Account. You agree that You are solely responsible for:

    (a) maintaining Your account and Contact Details and ensuring that the information provided by You is true, accurate, complete and not misleading at all times;

    (b) all activities that occur on and through use of Your account and the Cloud Service whether authorised by You or not and any consequences and/or liability in respect thereof;

    (c) Your conduct in using Your account and the Cloud Service and any consequences thereof;

    (d) backing up any Content, Contact Details or other information that You store or send through us; the applicable Privacy Data Sheet for Webex Interact describes Personal Data that we collect and process as part of delivering the Cloud Service to You.

    4.7. Protecting Account Access. You will keep all Your account information up to date, use all reasonable means to protect Your account information, passwords and other login credentials, and promptly notify Textlocal of any known or suspected unauthorised use of or access to Your account. Sharing of Your login credentials is prohibited. Unless otherwise agreed, You are only entitled to set up one account with us. We reserve the right to cancel any other accounts operated or registered by You where we find that You have more than one account.

    4.8. Use with Third-Party Products. If You use the Cloud Service together with third-party products, such use is at Your risk. You are responsible for complying with any third-party provider terms, including its privacy policy. Textlocal does not provide support or guarantee ongoing integration support for products that are not a native part of the Cloud Service.

    4.9. Open Source Software. Open source software not owned by Textlocal is subject to separate license terms set out at www.cisco.com/go/opensource. Textlocal’s use of open-source code in Textlocal technology will not materially or adversely affect Your ability to exercise Usage Rights in the Cloud Service.

  5. 5. Your Content and Contacts

    5.1. Any Content You create during the use of the Cloud Service is owned by You and You are responsible for the Content (and any consequences and/or liability in respect thereof), including the use of the Content by the recipients of the Content.

    5.2. In order to deliver the Cloud Service, Textlocal may need to modify the Content as necessary to meet any requirements or limitations of any Channels, devices, services or media.

    5.3. We may remove or refuse to transmit Content without notice, at our sole discretion, and without liability to You if the Content breaches the Acceptable Use Policy.

    5.4. We will not monitor (except though appropriate technical and/or security measures to ensure security of our Platform and of the Cloud Service), edit or remove (except as may be required under clause 5.2) any of Your Content before it is transmitted as part of the Cloud Service. Any transmission of the Content or other use of the Content in connection with the Cloud Service does not constitute acceptance by Textlocal that the Content does not breach this Agreement.

    5.5. We reserve the right to review Content which has already been sent, in response to a complaint received from a third party.

    5.6. We reserve the right to access, read, preserve and disclose any of the Content whether or not it has been transmitted, where, in particular, we believe it necessary to do so in order to do the following, which is not an exhaustive list:

    (a) comply any Applicable Laws, regulations, police, regulator, legal process or governmental request;

    (b) enforce this Agreement, including investigating any potential breach;

    (c) detect, prevent or otherwise address fraud, security or technical issues;

    (d) respond to a request or query from a third party who has received the Content;

    (e) protect the rights, property or safety of Textlocal, its users, staff, officers, agents, advisers and the public.

    5.7. You agree that we can temporarily or permanently “opt-out” one or more of Your Contacts or any of their Contact Details at any time for any reason including a request to “opt-out” from the Contact directly and/or a network operator and/or a Channel.

    5.8. We reserve the right to keep records of how Your Contacts interact with links across the Cloud Service, including, but not limited to, recording whether Your Contact has clicked a link provided as part of the Cloud Service, the time of click, the number of times the link was clicked and Internet protocol (IP) address. We do this to help provide You with reports on Your Contacts’ interactions if requested by You and provided at our sole discretion. In order to do this, we may need to shorten links and this will be done automatically and we accept no liability for the linked content.

  6. 6. Pre-paid Monetary Credits

    6.1. Once You have opened an account with us, You may purchase Monetary Credits at any time through Your account or by contacting Your Account Manager.

    6.2. Unless otherwise agreed in writing by us, You can only pay for Monetary Credits in advance using our approved methods of payment. We may amend or withdraw approved methods of payment at any time. Additional administrative charges may apply, depending on the method of payment. By using our approved methods of payment, you agree that Textlocal may provide Your designated payment method information and related personal data to third parties for payment processing and fraud prevention purposes.

    6.3. You warrant that any information supplied as part of the payment process is accurate and pertains to You and any debit card, credit card or other method of payment provided belongs to You or You are authorised to use such payment method.

    6.4. By purchasing Monetary Credits, You authorise Textlocal to charge the designated payment method for the total amount of the purchase. Once payment has been successfully received by Textlocal Your account will be credited with the corresponding number of Monetary Credits. Monetary Credits are non-refundable unless we terminate Your use of the Cloud Service and/or close Your account pursuant to clause 13.4(b) (Termination and Suspension).

    6.5. We accept no liability for any loss caused by You due to failed payments.

    6.6. By purchasing Monetary Credits from us, You agree to our prices which will be displayed on Your account or notified to You by us at the time You purchase the Monetary Credits.

    6.7. The prices of Monetary Credits are exclusive of taxes, fees and duties or other similar amounts, however designated, like value added, sales and withholding taxes which are levied by a governmental authority. You will pay any of the above as relates to the Cloud Service or will present an exemption certificate (or equivalent) acceptable to all relevant taxing authorities. Textlocal will, to the extent practical (except as is required by law), bill applicable taxes as a separate item on the invoice. Textlocal may gross up the price in any invoice if a required withholding prevents us from receiving the amount specified in such invoice.

    6.8. The number of Monetary Credits You will use up for using the Cloud Service are displayed on Your account and may vary from time to time. Your account will display how many pre-paid Monetary Credits are available to You, subject to us having a reasonable amount of time to update Your account from the time You purchase or use Monetary Credits.

    6.9. Unless You contact us to leave Monetary Credits on Your account at any time before 12 months from the date that You last use a Monetary Credit, Monetary Credits purchased by You will expire 12 months from the date that You last use a Monetary Credit. You will not be entitled to a refund for unused and expired Monetary Credits. We are under no obligation to warn You that Your Monetary Credits will soon expire, but may do so as a courtesy.

    6.10. If You use Monetary Credits which have not been paid for in advance, You shall immediately on notification from us, make payment for the unpaid Monetary Credits. If You do not pay for the unpaid Monetary Credits immediately, You will be issued with an invoice and be subject to clause 7 below, except that clause 7.3 shall not apply and payment will be due for the unpaid Monetary Credits immediately on receipt of our invoice.

    6.11. We shall endeavour to inform You when You have used Your pre-paid Monetary Credits, but are under no obligation to do so and shall not be liable for any consequences of not doing so.

    6.12. If you wish to participate in Auto Top-Up:

    (a) You must elect to participate in the Auto Top-Up using Your account;

    (b) You must provide us with a valid debit card or credit card from which the Auto Top-Up payment for further Monetary Credits can be taken. You must be authorised to give payment authority in respect of such card;

    (c) You must set limits and frequency of Auto Top-Ups in Your account (“Auto Top-Up Limits”);

    (d) any payment taken by us which is within the Auto Top-Up Limits will be deemed to have been authorised by You and such payment will be applied by us in the purchase of new Monetary Credits;

    (e) If any Auto Top-Up payment which has been properly requested by us fails it is Your responsibility to correct such failed payment within 2 days of us notifying You of such failure. You shall also be liable for any Monetary Credits used by You which relate to such failed payment.

    6.13. We reserve the right to vary our prices or to introduce new administrative fees at any time.

  7. 7. Invoiced Monetary Credits and Credit Arrangements

    7.1. At our sole discretion, we may offer Monetary Credits to You on Your account and if we do, this clause 7 shall apply.

    7.2. In consideration of the provision of the Cloud Service pursuant to a credit arrangement, You shall pay to us fees for the Monetary Credits used at the rates previously agreed by Your Account Manager or as otherwise set out in our invoices, which will be issued to You from time to time.

    7.3. Subject to clause 6.10, You shall pay each of our invoices in full within 30 days of the date of the invoice unless agreed otherwise with us in advance.

    7.4. If payment or part payment of an invoice is delayed or if you are in breach of clause 6.12:

    (a) past due fees will bear interest from the due date to the date of payment at the rate of one and one-half (1.5%) percent per month or the highest rate permitted by law, whichever is less, until paid in full; and

    (b) sums due to us by You may be set off against the value of any Monetary Credits which You have already paid for (and those Monetary Credits will be withdrawn from Your account); and

    (c) we shall be entitled to recover our reasonable costs of recovering the amounts owed to us to include but not limited to management time spent collecting the debt, debt recovery agency fees and legal fees; and

    (d) we shall be entitled to terminate or suspend Your account and the Cloud Service with immediate effect.

    7.5. Notwithstanding the provisions of this clause 7, We reserve the right to withdraw any credit arrangement with You at any time with or without cause at which time all sums due to us for unpaid Monetary Credits shall become payable immediately on demand.

  8. 8. Confidential Information and Use of Data

    8.1. Confidentiality. Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who have a need to know (“Permitted Recipients”). Recipient:

    (a) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this Agreement, and

    (b) is liable for any breach of this clause by its Permitted Recipients. Such nondisclosure obligations will not apply to information which:

    i. is known by Recipient without confidentiality obligations;

    ii. is or has become public knowledge through no fault of Recipient; or

    iii. is independently developed by Recipient.

    Recipient may disclose Discloser’s Confidential Information if required under a regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same.

    8.2. How We Use Data. Textlocal will access, process and use data, including Your Customer Data, in connection with Your use of the Cloud Service in accordance with this Agreement and applicable privacy and data protection laws. Cisco’s Customer Master Data Protection Agreement (“MDPA”) or terms executed between You and Textlocal governing the same scope is incorporated by reference and solely applies to Your Personal Data (as defined in the MDPA) processed by Textlocal on Your behalf when using the Cloud Service. You and Textlocal expressly agree that Textlocal shall be included as an “Affiliate” in Section 1.1 of the MDPA. For further detail, please visit Cisco’s Security and Trust Center. The applicable Privacy Data Sheet for Webex Interact describes the Personal Data that Textlocal collects and processes as part of delivering the Cloud Service to You.

  9. 9. Ownership

    9.1. Ownership. Unless agreed in writing, nothing in this Agreement transfers ownership in, or grants any license to, any intellectual property rights. You retain any ownership of Your Customer Data and Textlocal retains ownership of the Cloud Service, Textlocal Software and Textlocal Content. We may use any feedback You provide in connection with Your use of the Cloud Service as part of our business operations.

  10. 10. Our Intellectual Property Indemnity Obligations

    10.1. Claims. Textlocal will defend any third-party claim against You that Your valid use of the Cloud Service infringes a third party's patent, copyright, or registered trademark (the “IP Claim”). Textlocal will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that You:

    (a) promptly notify Textlocal in writing of the IP Claim;

    (b) fully cooperate with Textlocal in the defense of the IP Claim; and

    (c) grant Textlocal the right to exclusively control the defense and settlement of the IP Claim, and any subsequent appeal. Textlocal will have no obligation to reimburse You for legal fees and costs incurred prior to Textlocal's receipt of notification of the IP Claim. You, at Your own expense, may retain Your own legal representation.

    10.2. Additional Remedies. If an IP Claim is made and prevents Your exercise of the Usage Rights, Textlocal will either procure for You the right to continue using the Cloud Service or replace or modify the Cloud Service with functionality that is at least equivalent. Only if Textlocal determines that these alternatives are not reasonably available, Textlocal may terminate Your Usage Rights granted under this Agreement upon written notice to You and will refund You the amount paid for Monetary Credits which are unused and have not expired.

    10.3. Exclusions. Textlocal has no obligation regarding any IP Claim based on:

    (a) compliance with any designs, specifications, or requirements You provide or a third party provides on Your behalf;

    (b) Your modification of any Textlocal Software and/or the Cloud Service or modification by a third party;

    (c) the amount or duration of use made of the Textlocal Software and/or the Cloud Service, revenue You earned, or services You offered;

    (d) combination, operation, or use of Textlocal Software and/or the Cloud Service with non-Cisco and/or non-Textlocal products, software or business processes;

    (e) Your failure to modify or replace Textlocal Software and/or the Cloud Service as required by Textlocal; or

    (f) any Textlocal technology and/or the Cloud Service provided on a free basis.

    10.4. Sole and Exclusive Remedy. This clause 10 states Textlocal’s entire obligation and Your exclusive remedy regarding any IP Claims against You.

  11. 11. Warranties and Representations

    11.1. Performance. Textlocal warrants that during the Usage Term, it provides the Cloud Service with commercially reasonable skill and care in accordance with this Agreement.

    11.2. Malicious Code. Textlocal will use commercially reasonable efforts to deliver the Cloud Service free of Malicious Code.

    11.3. Qualifications. Clauses 11.1 and 11.2 do not apply if the Cloud Service:

    (a) has been altered, except by Textlocal or its authorised representative;

    (b) has been subjected to use inconsistent with this Agreement, Documentation or Textlocal’s instructions;

    (c) is acquired on a free basis;

    (d) is a beta, evaluation, or trial version of the Cloud Service or if You are using the Cloud Service based on free Monetary Credits;

    (e) is not a Textlocal product or service.

    11.4. Upon Your prompt written notification to Textlocal of Textlocal’s breach of this clause 11, Your sole and exclusive remedy (unless otherwise required by applicable law) for our breach of warranty under this clause is, at Textlocal’s option, either to:

    (a) re-perform the Cloud Service;

    (b) terminate the Agreement and refund You the amount paid for Monetary Credits which are unused and have not expired;

    11.5. Delivery of Messages. Textlocal will use commercially reasonable efforts to comply with any times and dates You or a User choose for Message delivery and Textlocal shall not be liable for any Message not delivered, or not delivered in a reasonable period of time. Textlocal does not warrant that the Cloud Service will be provided in a timely manner free from interruptions or errors. You will be charged for every Message You send regardless of the final delivery status of the Message.

    11.6. Except as expressly set out in this Agreement, all conditions, warranties and representations, express or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the Cloud Service are excluded to the fullest extent permitted by law. You acknowledge that neither Textlocal, any Channel, nor any third-party service provider warrants that its service will be uninterrupted, secure or error free or that Messages will reach their intended destination.

  12. 12. Liability

    12.1. Neither party will be liable for indirect, incidental, exemplary, special or consequential damages, loss or corruption of data, interruption or loss of business or loss of revenues, profits, goodwill or anticipated sales or savings.

    12.2. The maximum aggregate liability of each party under this Agreement is limited, for any and all claims, to the lesser of (a) £5,000 (GBP) or (b) the amounts paid or payable by You to Textlocal in the twelve (12) months preceding event giving rise to such liability. This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), under indemnity, infringement, or otherwise, even if either party has been advised of the possibility of such damages. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law. This limitation of liability is cumulative and not per incident and applies regardless of the nature of the claim.

    12.3. Clauses 12.1 and 12.2 do not apply to Your liability arising from:

    (a) Your failure to pay all amounts due; or

    (b) Your breach of:

    i. clause 3.1 (License and Right to Use);

    ii. clause 4.1 (Textlocal Technology Generally);

    iii. clause 4.2 (Cloud Service);

    iv. Acceptable Use Policy and/or Channel Terms; or

    v. clause 14.7 (Export).

    12.4. In addition to the limits set forth in this clause 12, Textlocal will not be liable for any damages in connection with or relating to:

    (a) any actions or omissions of any Channel in respect to the delivery or suspension of Messages;

    (b) Your failure to obtain necessary consents from third parties to access and/or process Digital Channel(s) Data; and

    (c) use and/or processing of Digital Channel(s) Data processed through the Channel(s).

  13. 13. Termination and Suspension

    13.1. Textlocal may immediately suspend Your Usage Rights if You breach:

    (a) clause 3.1 (License and Right to Use),

    (b) clause 4 (Additional Conditions on Use),

    (c) clause 8.1 (Confidentiality),

    (d) clause 14.7 (Export), or

    (e) the Acceptable Use Policy.

    13.2. Textlocal may suspend provision of any or all of the Cloud Service at any time if:

    (a) Textlocal is entitled to terminate this Agreement;

    (b) You are obliged or advised to comply with an order, instruction, directive, guideline or request of a governmental body and/or of a Channel, which requires such suspension;

    (c) Textlocal has reason to believe that You are in breach of Your obligation to comply with the AUP or applicable laws under this Agreement; or

    (d) one or more of the Channels, aggregators or third parties upon which the provision of Cloud Service is dependent suspends its provision of those services to Your and/or Textlocal, as applicable. Textlocal’s suspension of Cloud Service in accordance with this clause shall be reasonably limited in time and scope to the extent necessary to address the underlying issue.

    13.3. In addition to any other rights or remedies Textlocal may have, Textlocal is permitted to suspend Your access to the Cloud Service via the Channel(s) if Textlocal has a reasonable and good faith belief that such access is being used in a manner that violates the Channel Terms.

    13.4. This Agreement may be:

    (a) terminated by the non-breaching party for cause, if a party materially breaches this Agreement and does not cure that breach within 30 days after receipt of written notice of the breach; or

    (b) immediately terminated by Textlocal at any time with immediate effect without notice and without cause in which case we will refund You the amount paid for Monetary Credits which are unused and have not expired.

    (c) immediately terminated by Textlocal if You breach:

    i. clause 3.1 (License and Right to Use),

    ii. clause 4.1 (Textlocal Technology Generally),

    iii. clause 4.2 (Cloud Service),

    iv. clause 6 (Pre-paid Monetary Credits) or clause 7 (Invoiced Monetary Credits and Credit Arrangements), or

    v. clause 14.7 (Export); or

    (d) terminated by Textlocal:

    i. if You haven’t logged in to the Platform or used the Cloud Service for at least 12 months;

    ii. in accordance with clause 4.5 (Cloud Service End of Life);

    iii. in accordance with clause 10 (Our Intellectual Property Indemnity Obligations); or

    (e) terminated by You by requesting through our Support Portal to have Your account closed;

    (each a “Termination”).

    13.5. For the avoidance of doubt, You will not be entitled to any refunds of amounts paid for Monetary Credits which are unused and have not expired in case of Termination under clause 13.4(c), 13.4(d)i. or 13.4(e) and if You have a credit arrangement with us or owe monies to us pursuant to clause 6.10, You are still liable to pay all monies due to us including interest (where applicable) in accordance with this Agreement.

    13.6. Upon Termination:

    (a) Your Usage Rights and all licenses granted under this Agreement in relation to Your use of the Cloud Service will immediately terminate. You will stop using the Cloud Service and You must destroy any copies of Confidential Information within Your control;

    (b) we will make no further use of Customer Data, as soon as is practicable and subject to Textlocal’s internal processes; and

    (c) we may destroy or otherwise dispose of any Customer Data in our possession unless we receive, no later than ten (10) days after the effective date of Termination, a written request for the delivery to You of the then most recent back-up of the Customer Data. Textlocal shall use reasonable commercial endeavours to deliver the back-up to You within thirty (30) days of its receipt of such request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from Termination (whether or not due at the date of Termination). You shall pay all reasonable expenses incurred by Textlocal in returning or disposing of Customer Data.

    13.7. If this Agreement is terminated:

    (a) by You due to Textlocal’s material breach, Textlocal will refund You the amount of Your Monetary Credits which are unused and have not expired;

    (b) by Textlocal due to Your material breach, You will pay Textlocal any unpaid fees through to the end of the then-current Usage Term.

  14. 14. General Provisions

    14.1. Survival. Clause 4 (Additional Conditions of Use), Clause 6 (Pre-paid Monetary Credits), Clause 7 (Invoiced Monetary Credits and credit arrangements), clause 8 (Confidential Information and Use of Data), clause 9 (Ownership), clause 11 (Warranties and Representations), clause 12 (Liability), clause 13 (Termination and Suspension), and clause 14 (General Provisions) survive termination or expiration of this Agreement.

    14.2. Third-Party Beneficiaries. This Agreement does not grant any right or cause of action to any third party.

    14.3. Assignment and Subcontracting. Except as set out below, neither party may assign or novate this Agreement in whole or in part without the other party’s express written consent. Textlocal may:

    (a) by written notice to You, assign or novate this Agreement in whole or in part to an Affiliate of Textlocal or of Cisco, or otherwise as part of a sale or transfer of any part of its business; or

    (b) subcontract any performance associated with the Cloud Service to third parties, provided that such subcontract does not relieve Textlocal of any of its obligations under this Agreement.

    14.4. U.S. Government End Users. The Textlocal Software, Cloud Service and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to FAR 12.212 and DFARS 227.7202. All U.S. Government end users acquire the Textlocal Software, Cloud Service and Documentation with only those rights set forth in this Agreement. Any provisions that are inconsistent with federal procurement regulations are not enforceable against the U.S. Government.

    14.5. Modifications to the Agreement. We may modify this Agreement by updating it on our Site. Unless stated to the contrary, all previous versions of this Agreement will be superseded by the most recent version, which will be available on our Site. You are responsible for reviewing the most recent version of this Agreement and being aware of any changes. Continued use of the Cloud Service after a change to this Agreement constitutes Your acceptance of such change.

    14.6. Compliance with Laws.

    (a) General. Each party will comply with all laws and regulations applicable to their respective obligations under this Agreement. Textlocal may restrict the availability of the Cloud Service in any particular location or modify or discontinue features to comply with applicable laws and regulations.

    (b) Data collection and transfer. If You use the Textlocal Software or the Cloud Service in a location with local laws requiring a designated entity to be responsible for collection of data about individual end users and transfer of data outside of that jurisdiction (e. g. Russia and China), You acknowledge that You are the entity responsible for complying with such laws.

    14.7. Export. Textlocal Software, Cloud Service, products, technology, and services (collectively the “Cisco Products”) are subject to export control and sanctions laws. You acknowledge and agree to the applicability of and Your compliance with those laws, and You will not receive, use, transfer, export, or re-export any Cisco Products in a way that would cause Textlocal or Cisco to violate those laws. You also agree to obtain any required licenses or authorisations.

    14.8. Governing Law and Venue. The validity, interpretation, and performance of this Agreement will be governed by and construed under the laws of England and Wales, as if performed wholly within England and without giving effect to the principles of conflict of laws.

    The English and Welsh courts shall have exclusive jurisdiction over any claim arising under this Agreement, provided that either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property or proprietary rights.

    The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

    14.9. Notice. Except for any notices of changes under clause 14.5 (Modifications to the Agreement), any notice delivered by Textlocal to You under this Agreement will be delivered via email, regular mail, or postings on our Site. Notices to Textlocal should be sent to C/O Cisco, Park House, 16-18 Finsbury Circus, London, United Kingdom, EC2M 7EB.

    14.10. Force Majeure. Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.

    14.11. No Waiver. Failure by either party to enforce any right under this Agreement will not waive that right.

    14.12. Severability. If any portion of this Agreement is not enforceable, it will not affect any other terms.

    14.13. Entire agreement. This Agreement is the complete agreement between the parties regarding the subject matter of this Agreement and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).

    14.14. Translations. Textlocal may provide local language translations of this Agreement in some locations. You agree that those translations are provided for informational purposes only and if there is any inconsistency, the English version of this Agreement will prevail.

    14.15. Language Election for Purchasers in Quebec. You confirm that this Agreement and any other documents You execute related to Your purchase of the Cloud Service are provided in English only and that other related documents contemplated as part of Your purchase may also be provided in English only.

  15. 15. Definitions

    15.1. In this Agreement, the following definitions apply:

    “Acceptable Use Policy” or “AUP” means the Acceptable Use Policy, available at https://cpaas.webex.com/legal/acceptable-use-policy.

    "Account Manager” means the person within Textlocal who is Your point of contact for the Cloud Service and manages Your account with us.

    “Affiliate” means any corporation or company that directly or indirectly controls, or is controlled by, or is under common control with the relevant party, where “control” means to: (a) own more than 50% of the relevant party; or (b) be able to direct the affairs of the relevant party through any lawful means (e.g., a contract that allows control).

    “Agreement” has the meaning given to it in clause 1.1.

    “Authorised Third Parties” means Your Users, Your Affiliates, Your third-party service providers, and each of their respective Users, permitted to access and use the Cloud Service on Your behalf as part of Your Usage Rights.

    “Auto Top-Up” means the service that allows You to automatically purchase additional Monetary Credits.

    “Auto Top-Up Limits” has the meaning given to it in clause 6.12(c).

    “Channel Terms” has the meaning given to it in clause 3.3(a).

    “Channel” means an operator of any public communication system, such as a network operator or any other messaging system, as set out in the order, including Digital Channels.

    “Cisco” means Cisco Systems, Inc. or its applicable Affiliate(s).

    “Cloud Service” or “Webex Interact” means the software-as-a-service (SaaS) offering that runs on Textlocal Software and/or other cloud-enabled features as described in the Documentation, including the gateway connection provided by Textlocal.

    “Confidential Information” means non-public proprietary information of the disclosing party (“Discloser”) obtained by the receiving party (“Recipient”) in connection with this Agreement, which is (a) conspicuously marked as confidential or, if verbally disclosed, is summarised in writing to the Recipient within 14 days and marked as confidential; or (b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or verbally.

    “Contact” means as any person (whether an individual or otherwise) who is contacted through use of the Cloud Service by You or on Your behalf and “Contact Details” means a mobile phone number and associated information such as name, email address, residential address and other personal data of Your Contacts.

    “Content” means any textual, aural or visual material You supplied (whether directly, indirectly or from any third party) to be used in Messages You send through the Platform and/or Channels or that are sent on Your behalf.

    “Customer Data” means any data (including, without limitation, Your Content and Contact Details) provided or inputted by You (or by Textlocal on Your behalf) for the purpose of using the Cloud Service or facilitating Your use of the Cloud Service.

    “Digital Channel(s) Data” means all data attributable to You (including, without limitation, Registration Data, Host and Usage Information and User Generated Data), all as defined and described in the Webex Interact Privacy Data Sheet , that is exchanged through a Channel.

    “Digital Channel(s)” means third-party digital messaging platforms and applications, as may be generally made accessible by the Cloud Service, for use in sending Messages to third parties.

    “Documentation” means the technical specifications and usage materials officially published by Cisco or available on docs.webexinteract.com specifying the functionalities and capabilities of the Textlocal Software and the Cloud Service.

    “EOL” has the meaning given to it in clause 4.5.

    “IP Claim” has the meaning given to it in clause 10.1.

    “Malicious Code” means code that is designed or intended to disable or impede the normal operation of, or provide unauthorised access to, networks, systems, software or Cloud Service, other than as intended by Textlocal Software.

    “MDPA” has the meaning given to it in clause 8.2.

    “Message(s)” means a communication containing Content either sent by You to Textlocal for onward delivery to third parties or sent by third parties to Textlocal for onward delivery to You via the Platform and/or Channel(s) in each case in the form appropriate to the Channel.

    “Minor Children” has the meaning given to it in clause 4.3.

    “Monetary Credits” means the units of credit purchased, ordered and/or used by You in relation to the Cloud Service.

    “Permitted Recipients” has the meaning given to it in clause 8.1.

    “Platform” means interface of Textlocal Software that enables You to use the Cloud Service.

    “Site” means our website, www.webexinteract.com, or any other website which we use to provide the Cloud Service.

    “Support Portal” means Textlocal’s customer support portal available at support.webexinteract.com.

    “Textlocal Content” means any (a) content or data provided by Textlocal to You as part of Your use of the Textlocal Software and/or the Cloud Service and (b) content or data that the Textlocal Software and/or the Cloud Service generates or derives in connection with Your use. Textlocal Content includes geographic and domain information, rules, signatures, threat intelligence, and data feeds, and Textlocal’s compilation of suspicious URLs.

    “Textlocal Software” means the software programs or technology owned or licensed by Textlocal to provide the Cloud Service, including any copies, updates, upgrades, modifications, enhancements, and any derivative works thereof.

    “Textlocal” “we” “our” or “us” means TxtLocal Ltd (company no. 5578161), a part of IMImobile group of companies having registered office at C/O Cisco, Park House, 16-18 Finsbury Circus, London, United Kingdom, EC2M 7EB.

    “Usage Rights” has the meaning given to it in clause 3.1.

    “Usage Term” means the period commencing on the date on which the Cloud Service is made available for Your use and continuing until termination or expiration of Your Usage Rights.

    “User” means the individuals (including contractors or employees) permitted to access and use the Cloud Service on Your behalf as part of Your Usage Rights.

    “You” means the individual or legal entity using the Cloud Service “Your” and “Yourself” shall be construed accordingly.

    15.2. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.