Please read the terms of service carefully. By accessing or using the website or the miaie cloud, you acknowledge that you have read, understood, and agree to be bound to all the terms of our terms of service and the privacy policy. If you do not agree to these terms, exit this page and do not access or use the website or the miaie cloud.
If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.
As a customer, you agree to incorporate MIAIE’s policies into your own solutions and ensure that your customers adhere to our policies. If you are accepting these terms of service on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these Terms of Service; (ii) you have read and understand these Terms of Service; and (iii) you agree, on behalf of the party that you represent, to these terms of Service.
Updates to Terms of Service; Integration. We may, in our sole discretion, modify the Terms of Service, Privacy Policy and/or Acceptable Use Policy, from time to time. The revised terms will supersede prior versions. To the extent such modifications materially modifies your rights or obligations, we will notify you of such changes. The “Last Updated” date at the top the Terms of Service will indicate when the latest modifications were made. By clicking on the “Signup” button or continuing to access and use the MIAIE Website, MIAIE Console or any of the MIAIE Services after our Terms of Service are modified, you agree to such modifications. Therefore, you should review the Terms of Service prior to each use of the MIAIE Website, MIAIE Console and/or any of the MIAIE Services should you wish to continue to receive our services. If you do not agree to the revised Terms, do not continue use of the MIAIE Website, MIAIE Console and any of the MIAIE Services. Except as expressly permitted by this section, these terms may only be amended by a written agreement signed by authorized representatives of the parties.
Services Changes. Our Services may change over time. You are responsible for keeping updated on our published changes. Unless explicitly stated otherwise, any new features provided by MIAIE that augment or enhance the MIAIE Cloud shall be subject to these Terms of Service.
Privacy Policy. Use of the Website and the MIAIE Cloud is subject to the terms of our Privacy Policy found at https://miaietsms.rhi-staging.co.za/privacy, which is hereby incorporated into and made part of these Terms of Service. Please review our Privacy Policy carefully. Our Privacy Policy is updated to ensure compliance with all applicable laws. By using this Website or the MIAIE Cloud, you agree to be bound by the terms of our Privacy Policy.
Intellectual Property. You acknowledge that all materials at the Website and the MIAIE Cloud, including the Website’s and the MIAIE Cloud’s designs, trademarks, service marks, logos (the “Marks”), graphics, text, sounds, pictures, and other files and the selection and arrangement thereof (collectively, “Materials”), are the property of MIAIE and/or its licensors, and are subject to and protected by applicable intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright owners. MIAIE authorizes you to view and download the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by the Terms of Service, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of MIAIE. MIAIE Marks contained or described at our Website and the MIAIE Cloud are the sole property of MIAIE and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of MIAIE. MIAIE reserves the right to enforce its intellectual property rights to the fullest extent of the law.
You may not support, nor allow any third party to copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Website or the MIAIE Cloud for any purpose whatsoever.
Authorized User of MIAIE Services. You may use our Services to develop your software applications or website (an “App”) that interfaces with the MIAIE Cloud, and allow access to the MIAIE Cloud through interface with and authorized use of your App, subject to adherence with these Terms of Service. You hereby acknowledge that MIAIE may change, deprecate or republish the MIAIE Cloud (including any APIs), or feature of the MIAIE Cloud from time to time, and that it is your responsibility to ensure that calls or requests you make to or via the MIAIE Cloud are compatible with then-current MIAIE Cloud. We will attempt to inform you of any material changes with reasonable notice so that you can adjust your App, but we are under no obligation to do so.
You agree and acknowledge that you are solely responsible for the usage of the Services under your MIAIE account and you shall remain solely liable for the compliance of these Terms of Service by your end users and for any and all acts and omissions by your end users. You will be responsible for and MIAIE hereby disclaims any liability arising from your MIAIE account and/or use of the Services, including but not limited to any security incidents attributable to you, unauthorized access, unusual traffic patterns, fraudulent activities, deliberate or artificial inflation of traffic, queuing, volume manipulation or throttling, voice-related matters, toll fraud, and account takeovers.
You and any Apps that you may build, distribute, or otherwise create may make network calls or requests to the MIAIE Cloud, or may receive phone calls via the MIAIE Cloud, at any time that the MIAIE Cloud is available provided that those requests do not violate these Terms of Service.
You may use the MIAIE Cloud to execute Apps owned or lawfully obtained by you, and you are solely responsible for such Apps, including any data, text, images or content contained therein. You are responsible for all traffic originating from your Apps or using your account credentials to the MIAIE Cloud. Therefore, you should protect your authentication keys and security credentials. Any action taken with your credentials are deemed to be actions taken by you, with all consequences including payments, service termination, civil and criminal penalties.
For the avoidance of doubt, your use of the Website and the MIAIE Cloud is solely and exclusively under the limited license granted herein and you will not obtain any ownership interest therein through use of our Website, these Terms of Service or otherwise. All Marks, including domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the MIAIE Cloud remain the property of MIAIE or its affiliates or licensors.
Term. The Services term (“Term”) will commence your acceptance of these Terms of Service and will remain in effect until terminated by you or MIAIE. Either party may terminate these Terms of Service and use any or all Services for any reason with immediate effect. We may suspend your right and license to use any or all Services in its entirety for any reason or for no reason, at our discretion by providing seven (7) days advance notice. If MIAIE determines that providing advance notice would negatively impact MIAIE’s ability to provide Services, MIAIE may suspend your right and license to use any or all Services or terminate these Terms of Service without notice. If you have entered into custom agreement(s), contract(s) or order form(s) with MIAIE, then: (a) your termination rights are as per the said custom agreement(s), contract(s) or order form(s); and (b) MIAIE may terminate the custom agreement(s), contract(s) or order form(s) by providing a notice of thirty (30) days prior to the end of the then effective term.
MIAIE may suspend your right and license to use the Service or terminate these Terms of Service for cause effective as set forth below:
Immediately upon our notice to you if (i) you violate any provision of these Terms of Service or we have reason to believe that you have violated these Terms of Service, (ii) there is an unusual spike or increase in your use of the Services for which there is reason to believe such traffic or activity is fraudulent, abusive, harmful, threatening, defamatory, offensive and/or negatively impacting the operating capability of the Service; (iii) we determine, in our sole discretion, that our provision of any of the Services to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) you become the subject of a voluntary or involuntary bankruptcy or similar proceeding, or make an assignment for the benefit of creditors; and immediately and without notice if you are in default of any payment obligation with respect to any of the Services or if any payment mechanism you have provided to us is invalid or charges are refused for such payment mechanism; or (v) if the balance of the account falls below $0.00, the account will be suspended. If the account remains suspended for more than 30 days, all phone numbers associated with the account will be unrented. Unrented phone numbers will not be recoverable.
Upon our suspension of your use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by you; (ii) you remain liable for all fees, charges and any other obligations you have incurred for usage/activity through the date of suspension with respect to the Services; and (iii) all of your rights with respect to the Services shall be terminated during the period of the suspension.
Upon termination of these Terms of Service for any reason: (i) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services; (ii) you remain liable for all penalties, charges, fines that may have been incurred by MIAIE due to activity from your account even if such charges are incurred subsequent to your account termination (iii) all of your rights under these Terms of Service shall immediately terminate; and (iv) MIAIE reserves the right to charge your card on file for any outstanding balance as well as any penalties, fines, charges due on your MIAIE account.
Notwithstanding such termination or suspension, you will continue to be subject to the “Intellectual Property”, “Fees”, “Content”, “Representations and Warranties”, “Disclaimers and Limitations of Liability”, “Indemnification”, “Applicable Law and Jurisdiction”, and “Use of the MIAIE Cloud” sections of these Terms of Service. Except as otherwise expressly stated in these Terms of Service, you agree that MIAIE shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Website or the MIAIE Cloud.
Downtime; Security. Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and we shall also be entitled, without any liability to you, to suspend access to or shut down all of the Services at any time (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any of the Services; (b) in the event of a denial of service attack or other attack on the Services or other event that we determine, in our sole discretion, may create a risk to the Services, to you or to any of our other customers if the Services were not suspended; (c) in the event of a violation by you of the MIAIE Authorized Use Policy (or (d) in the event that we determine that any of the Services is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”) including and not limited to attempting additional calls per second than allowed or spamming end users in a prohibited manner. MIAIE shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. To the extent we are able, we will endeavor to provide you notice of any Service Suspension and to post updates regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so. We strive to keep information you provide to us secure, but cannot guarantee that we will be successful at doing so. You acknowledge that you bear sole responsibility for adequate security, protection and backup of your content including all audio recordings associated with your account. Subject to any terms as documented in a written addendum hereto, MIAIE will have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of your content. Fees. Free Services are limited to one per person, and if we find that you have created multiple free trial accounts, we reserve the right to suspend those accounts and take actions to prevent additional violations. Free Services come with the amount of services set forth here. We may provide notice to you of reaching 60% and 80% of the amount of services offered under our free plan, but may shut off your account without notice upon reaching the maximum amount of services under the free plan
To the extent the Services are made available for a fee, you agree to pay all applicable fees. Our current fee schedule for our priced plans are set forth here: https://miaietsms.rhi-staging.co.za/pricing You agree to pay any carrier costs, such as fees for porting your existing telephone numbers into or out of the Services. MIAIE reserves the right to increase or add new fees to any of its Services without advance notice. Your continued use of the Services after a price change becomes effective constitutes your agreement to pay the changed amount. All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to us as reasonably required to determine whether we are obligated to collect VAT from you. You are responsible for any charges imposed on MIAIE by a carrier related to government fees for telecommunications, including but not limited to, Universal Service Fund fees, if applicable. You are responsible for any charges to be imposed due to any penalties, charges, fines that MIAIE may have been charged by a carrier or any other government/regulatory agencies.
We may specify the manner in which you will pay any fees, any penalties or charges, fines, that MIAIE may have been charged by a carrier or any other government/regulatory agencies and any such payment shall be subject to our general accounts receivable policies from time to time in effect. All payments must be made in advance, unless otherwise agreed vide a written agreement signed by authorized representatives of the parties. Where payments need to be made in arrears, an invoice submitted by MIAIE shall be delivered by electronic means you at your billing address. All undisputed amounts must be paid within seven (7) days of the date of the invoice (“Due Date”). In the event you fail to pay any invoice or amounts due by the Due Date, MIAIE shall be entitled to charge and receive an interest of 1.5% per month, or the maximum amount allowable by applicable Law, whichever is higher, as a late payment fee. MIAIE reserves the right to suspend the Services if the outstanding invoices remain unpaid despite the non-payment notice, until you pay the undisputed fees due along with all/any late payment fees and make your account current. For avoidance of doubt, MIAIE may in a separate invoice make backdated claims for amounts outstanding fees, any penalties or charges, fines from a previous billing period which were not previously invoiced. The backdated claims can be made within nine (9) months of the date that the Services were rendered and/or penalties or charges, fines were charged. All amounts payable by you under these Terms of Service will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, You shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, You shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.
You may recharge your MIAIE account by way of wire transfer. You understand and agree that if any such recharge is done through wire transfer, then your MIAIE Account will be recharged to the extent of the amount credited to our account, less any applicable charges, within three (3) working days from the date of transfer. Your MIAIE account will stand recharged only once the funds so transferred are received in our account. You will be responsible for taking into account any applicable bank charges whilst undertaking the wire transfer. You hereby represent and warrant that in case of any wire transfer, you have complied with all applicable laws, including without limitation, any foreign exchange laws. You agree to take into account such processing time and ensure that you have sufficient credit to continue to use the services till such time your account is recharged.
Voice calls while using MIAIE’s services are subject to carrier regulations within the region of use and the region that the call is made and or received. When using the MIAIE platform, the following conditions and surcharges will apply:
Any MIAIE account usage that occurred due to fraudulent attack(s) on your website or application will be your own responsibility. MIAIE has no liability or responsibility towards any such attacks or traffic. Further, all costs related to usage of services in such a scenario will need to be paid for in full by you. MIAIE will provide reasonable assistance that you may require for any legal verification, that is within its responsibility and ability to do so. In such a scenario, this can affect the credit rating of your Company and any special privileges that MIAIE may be offering to your Company. Some of the MIAIE services will require a verified address prior to service activation. In the event of any information request from a law enforcement authority or the end Carrier, You will need to provide such information within a 24 hour period. You will be responsible to ensure that the end-user information is compliant with service restrictions applicable. MIAIE is not under contractual obligation to provide any subpoena or legal documentation while requesting for additional information.
Fee Disputes. If you have any dispute with regards to fees associated with your account, please contact us through our Support Center at https://miaietsms.rhistaging.co.za/contact-us/ within 30 days of the date of the activity that generated such dispute, and we will attempt to resolve the matter. Any and all refunds issued to resolve such a dispute shall be issued as credits to your account, but in no event shall there be any cash refunds. Disputes older than 90 days shall not be entitled to any refunds or credits.
Third Party Sites. Links to third party websites are provided only as a convenience to you. If you use these links, you will leave the Website and potentially the MIAIE Cloud. MIAIE does not control or endorse any third party websites. You agree that the MIAIE Parties, as defined below, will not be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. You will use these links at your own risk. You are advised that other websites on the Internet, including third party websites linked from this Website or the MIAIE Cloud, might contain material or information: that some people may find offensive or inappropriate; that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others’ rights or otherwise unlawful. MIAIE expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any third party website.
Use of MIAIE Cloud. You may be required to establish an account at this Website in order to take advantage of certain features of this Website or the MIAIE Cloud. If so, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website or the MIAIE Cloud; and (b) as permitted, maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is false, inaccurate or outdated, or MIAIE has reasonable grounds to suspect that such information is false, inaccurate or outdated,
MIAIE has the right to suspend or terminate your account and prohibit any and all current or future use of the Website and MIAIE Cloud (or any portion thereof) by you. Upon using MIAIE services, you hereby grant us permission to use your trade names, trademarks, service marks, logos, domain names and the like, for the purpose of promoting and / or advertising your use of MIAIE services. In addition, MIAIE may request testimonials and create case studies, for the purpose of joint marketing and public relations efforts that will be published on our website and shared with current and potential customers.
You may be prompted to create a username and password to use certain features of the Website or participate in the MIAIE Cloud. MIAIE will use this information solely as authorized by you as pursuant to these Terms of Service or explicit authorization, and subject to our Privacy Policy. You are responsible for all activities that occur under your password or account. Your account is meant to be private and you shall not share accounts, use another member’s account, nor allow others to use your account for any reason. You agree to: (a) immediately notify MIAIE of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. You agree to be responsible for all charges resulting from the use of your account at the Website or via the MIAIE Cloud, including charges resulting from unauthorized use of your account prior to your taking steps to prevent such occurrence by changing your password and notifying MIAIE. MIAIE cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.
Use of the Services is further conditioned upon adherence to MIAIE’s Acceptable Use Policy https://www.MIAIE.com/aup/, which is hereby incorporated by reference. MIAIE reserves the right to suspend or otherwise terminate the Services upon any violation by you, your agents or your customers of the AUP.
Additional Information Regarding the Use of MIAIE SMS Short Code Service:
You further agree that you will not access the MIAIE Cloud by any means except through the interface provided by MIAIE for access to the MIAIE Cloud, and that you will follow all carrier guidelines. Creating or maintaining any link from another website to any page at the Website without the prior authorization of MIAIE is prohibited. Any permitted links to the MIAIE Website must comply with all applicable laws, rule and regulations. Except as expressly provided herein, MIAIE makes no representation that Materials contained at the Website or products or services described or offered at the Website or the MIAIE Cloud are accurate, appropriate or available for use in jurisdictions outside the United States, or that these Terms of Service comply with the laws of any other country. Visitors who use the Website or the MIAIE Cloud and reside outside the United States do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that you will not access this Website or the MIAIE Cloud from any territory where its contents are illegal, and that you, and not the MIAIE Parties, are responsible for compliance with applicable local laws.
Content. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such content. You acknowledge that all Content accessed by you using the Website and/or the MIAIE Cloud is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. You retain your rights to any Content you submit, post or display on or through the MIAIE Cloud.
For purposes of these Terms of Service, the term “Content” includes, without limitation, any location information, videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on the Website or through the MIAIE Cloud.
Confidentiality. “Confidential Information” means all information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of each party (including, for the avoidance of doubt, any information in relation to the MIAIE Services) and which may be reasonably regarded as the confidential information of the disclosing party means any information or data, regardless of whether it is in tangible form. Each party undertakes that it will not use, copy or record the Confidential Information other than in exercising its rights and/or performing its obligations under the Terms of Service and will not divulge it to any person other than as expressly permitted in writing. Each party shall keep confidential the Confidential Information, by adopting no less a level of protection than that which it applies to its own confidential information of a similar character but in no case less than a reasonable level of protection. The receiving party may disclose only so much of the Confidential Information to those of its employees, contractors or agents, investors and to its professional advisers who, in each case, reasonably need to know, or have access to, that Confidential Information for the proper performance of that person’s duties, provided that they are already under legally-binding confidentiality obligations materially equivalent to these terms, with the receiving party in respect of the Confidential Information disclosed. The receiving party may disclose Confidential Information to the extent that it is required to do so by a mandatory provision of law or regulation binding on it or by the order of a court, provided that (to the extent it is permitted to do so under any applicable law, regulation or order). Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party’s rights; or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party. The receiving party agrees and acknowledges that the Confidential Information is of value to the disclosing party and that monetary damages alone may not be an adequate remedy for disclosure or use of it in breach of the terms of this clause and that injunctive or other equitable relief may be appropriate in addition to said monetary damages. The obligations under this clause will subsist for the term of the Terms of Service and shall continue for a period of three (3) years after termination of the Terms of Service.
Notwithstanding the generality of the preceding paragraph, you may be given access to MIAIE’s Confidential Information through the MIAIE Cloud or Website or through the use of the Services. You may not disclose MIAIE Confidential Information to any third party without the written consent of MIAIE. You must protect MIAIE Confidential Information with at least the same degree of care that is accorded to your confidential information, but in no event less than reasonable care. MIAIE Confidential Information includes, but is not limited to, all non-public information regarding MIAIE, its intellectual property or its customers, products/services, quantity and prices of products/services purchased, rate cards, discounts, sales and marketing plans, unannounced products, any information marked as “confidential” or “proprietary” or similarly marked, or any information that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure or any information that, if disclosed, might be competitively detrimental to MIAIE but excludes only such information that may be available to the public on the Website from time to time. You may have entered into separate nondisclosure agreements, pricing agreement(s) or order form(s) with MIAIE governing specific disclosures. To the extent the terms governing a specific disclosure are more restrictive than the terms in this paragraph, the more restrictive terms will control for the specific disclosure.
Customer Consent for Compliance, Security, and Fraud Prevention Analysis: By accessing or continuing to use MIAIE's services or platform, you expressly consent to the processing, recording, and analysis of all data and content transmitted through our services, including but not limited to calls, messages, and other communications ("Customer Data"). MIAIE may use Customer Data to analyze, detect, prevent, and investigate security incidents, fraud, spam, abuse, misuse, or any other activities that may violate our Terms of Service or applicable laws and regulations. If you do not agree to this consent, please refrain from using our platform for any communications.
You represent and warrant that you have provided and will continue to provide adequate notices, and that you have obtained and will continue to obtain the necessary permissions and consents, to provide Customer Data to MIAIE for such processing. You are solely responsible for obtaining, storing, and managing each end user’s consent, as may be required by applicable law and regulation, including but not limited to all state laws and regulations and the Telephone Consumer Protection Act. You are also solely responsible for notifying such End User.
Any processing, recording, and analysis—or lack thereof—of Customer Data by MIAIE shall not relieve you of any obligations under this Agreement or applicable laws and regulations, nor shall it constitute a waiver of any of MIAIE's rights under this Agreement or impose any additional duty, obligation, or liability upon MIAIE.
Furthermore, you agree to indemnify, defend, and hold harmless MIAIE, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to the recording, monitoring, and analysis of Customer Data as described in this clause, or from your use of the platform in any manner that violates applicable laws or third-party rights.
Representations and Warranties. You represent and warrant that you will not use the Services or your App in a manner that violates these Terms of Service, including the AUP and Privacy Policy or other addenda incorporated by reference hereto. You also acknowledge and understand that MIAIE does not currently allow you to access any 911 or similar emergency services (no traditional 911, E911, or similar access to emergency services). The Services are not intended to replace any primary phone service, such as a traditional landline or mobile phone, that may be used to contact emergency services.
You represent and warrant: (i) that You are solely responsible for the development, operation, and maintenance of your App and Content, including without limitation, the accuracy, appropriateness and completeness of your Content; (ii) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display your App and your Content; (iii) that neither your App nor Content (a) violates, misappropriates or infringes any rights of us or any third party, (b) constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that neither your App nor Content contains any harmful components; and (v) that MIAIE is not responsible to you for indemnification or directly to any of your customers or clients if you offer services (including your App(s)) based on the MIAIE Cloud. You also represent and warrant that you are responsible for any charges incurred by your use of the App, no matter whether the App acted in error or due to any fraudulent attack on your website or App.
Beta Services. From time to time, we may make available to You, Alpha or Beta Services, Products, Features, Functionality, SDKs or Documentation (“BETA SERVICES”).
BETA SERVICES may contain bugs, defects and may not meet any service levels or operate without any service downtime. BETA SERVICES are provided to you “AS IS”, and are not considered under the scope of this Agreement. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We may suspend or terminate your access to or use of any BETA SERVICES at any time and for any reason. We will have no liability for any harm or damage arising out of or in connection with a Beta Service. You may choose to try such Beta Services in Your sole discretion.
You further agree that you will not access the MIAIE Cloud by any means except through the interface provided by MIAIE for access to the MIAIE Cloud, and that you will follow all carrier guidelines. Creating or maintaining any link from another website to any page at the Website without the prior authorization of MIAIE is prohibited. Any permitted links to the MIAIE Website must comply with all applicable laws, rules and regulations. Except as expressly provided herein, MIAIE makes no representation that Materials contained at the Website or products or services described or offered at the Website or the MIAIE Cloud are accurate, appropriate or available for use in jurisdictions outside the United States, or that these Terms of Service comply with the laws of any other country. Visitors who use the Website or the MIAIE Cloud and reside outside the United States do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that you will not access this Website or the MIAIE Cloud from any territory where its contents are illegal, and that you, and not the MIAIE Parties, are responsible for compliance with applicable local laws.
Content. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such content. You acknowledge that all Content accessed by you using the Website and/or the MIAIE Cloud is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. You retain your rights to any Content you submit, post or display on or through the MIAIE Cloud.
For purposes of these Terms of Service, the term “Content” includes, without limitation, any location information, videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on the Website or through the MIAIE Cloud.
Confidentiality. “Confidential Information” means all information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of each party (including, for the avoidance of doubt, any information in relation to the MIAIE Services) and which may be reasonably regarded as the confidential information of the disclosing party means any information or data, regardless of whether it is in tangible form. Each party undertakes that it will not use, copy or record the Confidential Information other than in exercising its rights and/or performing its obligations under the Terms of Service and will not divulge it to any person other than as expressly permitted in writing. Each party shall keep confidential the Confidential Information, by adopting no less a level of protection than that which it applies to its own confidential information of a similar character but in no case less than a reasonable level of protection. The receiving party may disclose only so much of the Confidential Information to those of its employees, contractors or agents, investors and to its professional advisers who, in each case, reasonably need to know, or have access to, that Confidential Information for the proper performance of that person’s duties, provided that they are already under legally-binding confidentiality obligations materially equivalent to these terms, with the receiving party in respect of the Confidential Information disclosed. The receiving party may disclose Confidential Information to the extent that it is required to do so by a mandatory provision of law or regulation binding on it or by the order of a court, provided that (to the extent it is permitted to do so under any applicable law, regulation or order). Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party’s rights; or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party. The receiving party agrees and acknowledges that the Confidential Information is of value to the disclosing party and that monetary damages alone may not be an adequate remedy for disclosure or use of it in breach of the terms of this clause and that injunctive or other equitable relief may be appropriate in addition to said monetary damages. The obligations under this clause will subsist for the term of the Terms of Service and shall continue for a period of three (3) years after termination of the Terms of Service.
Notwithstanding the generality of the preceding paragraph, you may be given access to MIAIE’s Confidential Information through the MIAIE Cloud or Website or through the use of the Services. You may not disclose MIAIE Confidential Information to any third party without the written consent of MIAIE. You must protect MIAIE Confidential Information with at least the same degree of care that is accorded to your confidential information, but in no event less than reasonable care. MIAIE Confidential Information includes, but is not limited to, all non-public information regarding MIAIE, its intellectual property or its customers, products/services, quantity and prices of products/services purchased, rate cards, discounts, sales and marketing plans, unannounced products, any information marked as “confidential” or “proprietary” or similarly marked, or any information that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure or any information that, if disclosed, might be competitively detrimental to MIAIE but excludes only such information that may be available to the public on the Website from time to time. You may have entered into separate nondisclosure agreements, pricing agreement(s) or order form(s) with MIAIE governing specific disclosures. To the extent the terms governing a specific disclosure are more restrictive than the terms in this paragraph, the more restrictive terms will control for the specific disclosure.
Customer Consent for Compliance, Security, and Fraud Prevention Analysis: By accessing or continuing to use MIAIE's services or platform, you expressly consent to the processing, recording, and analysis of all data and content transmitted through our services, including but not limited to calls, messages, and other communications ("Customer Data"). MIAIE may use Customer Data to analyze, detect, prevent, and investigate security incidents, fraud, spam, abuse, misuse, or any other activities that may violate our Terms of Service or applicable laws and regulations. If you do not agree to this consent, please refrain from using our platform for any communications.
You represent and warrant that you have provided and will continue to provide adequate notices, and that you have obtained and will continue to obtain the necessary permissions and consents, to provide Customer Data to MIAIE for such processing. You are solely responsible for obtaining, storing, and managing each end user’s consent, as may be required by applicable law and regulation, including but not limited to all state laws and regulations and the Telephone Consumer Protection Act. You are also solely responsible for notifying such End User.
Any processing, recording, and analysis—or lack thereof—of Customer Data by MIAIE shall not relieve you of any obligations under this Agreement or applicable laws and regulations, nor shall it constitute a waiver of any of MIAIE's rights under this Agreement or impose any additional duty, obligation, or liability upon MIAIE.
Furthermore, you agree to indemnify, defend, and hold harmless MIAIE, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to the recording, monitoring, and analysis of Customer Data as described in this clause, or from your use of the platform in any manner that violates applicable laws or third-party rights.
Representations and Warranties. You represent and warrant that you will not use the Services or your App in a manner that violates these Terms of Service, including the AUP and Privacy Policy or other addenda incorporated by reference hereto. You also acknowledge and understand that MIAIE does not currently allow you to access any 911 or similar emergency services (no traditional 911, E911, or similar access to emergency services). The Services are not intended to replace any primary phone service, such as a traditional landline or mobile phone, that may be used to contact emergency services.
You represent and warrant: (i) that You are solely responsible for the development, operation, and maintenance of your App and Content, including without limitation, the accuracy, appropriateness and completeness of your Content; (ii) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display your App and your Content; (iii) that neither your App nor Content (a) violates, misappropriates or infringes any rights of us or any third party, (b) constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that neither your App nor Content contains any harmful components; and (v) that MIAIE is not responsible to you for indemnification or directly to any of your customers or clients if you offer services (including your App(s)) based on the MIAIE Cloud. You also represent and warrant that you are responsible for any charges incurred by your use of the App, no matter whether the App acted in error or due to any fraudulent attack on your website or App.
Beta Services. From time to time, we may make available to You, Alpha or Beta Services, Products, Features, Functionality, SDKs or Documentation (“BETA SERVICES”).
BETA SERVICES may contain bugs, defects and may not meet any service levels or operate without any service downtime. BETA SERVICES are provided to you “AS IS”, and are not considered under the scope of this Agreement. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We may suspend or terminate your access to or use of any BETA SERVICES at any time and for any reason. We will have no liability for any harm or damage arising out of or in connection with a Beta Service. You may choose to try such Beta Services in Your sole discretion.
You further understand and agree that you will have use of the telephone number(s) that are provided as part of the Services only until the end of the Term. You understand and agree that MIAIE is the customer of record for all telephone number(s) provided as part of the Services and, therefore, MIAIE has certain rights with respect to porting of the number(s) (“Porting” is causing or attempting to cause number(s) to be transferred, switched, or otherwise moved to any other service provider, telephone carrier, or any other person or entity). As the customer of record for the telephone number(s), MIAIE owns the telephone number(s) assigned to you. MIAIE reserves the right to refuse to port any telephone number(s) in its sole discretion. You will need to pay in full all outstanding balances on your MIAIE account(s) prior to MIAIE initiating any Porting requests.
If You “ported in” any telephone number(s) in connection with your use of Services, MIAIE assigned you one or more Toll-Free telephone numbers, you are entitled to “port out” a telephone number under non-U.S. law, or MIAIE has agreed to port out any telephone number(s), you may “port out” such number(s) only if you satisfy the following requirements: (1) you provide written notice to MIAIE of your intent to “port out” such number(s) no later than 30 days after providing MIAIE notice of your intent to terminate these Terms of Service (the “Porting Notice Period”); (2) your new telephone carrier provides MIAIE’s telephone carrier a duly executed porting request prior to the expiration of the Porting Notice Period; (3) you have paid MIAIE for all Services provided to you prior to the date you provide MIAIE notice of your intent to terminate these Terms of Service; and (4) you have paid MIAIE any administrative fees associated with processing the port. You hereby authorize MIAIE to charge your account in the applicable amount for the administrative fees in subsection (4) above or to otherwise arrange to make this payment to MIAIE within the Porting Notice Period. Regardless of when the port out is complete, You will continue to be responsible to pay all applicable account fees with respect to the telephone numbers until you formally terminate these Terms of Service. If you fail to satisfy any of the foregoing requirements, MIAIE remains the customer of record over the number(s) and you are expressly prohibited from causing or attempting to cause such number(s) to be transferred to any other service provider, telephone carrier or any other person or entity. MIAIE also retains the right to reclaim the number(s) from you after the number(s) are ported out in contravention with these requirements and authorize MIAIE to charge your account or take any other measures to collect the costs associated with causing the number(s) to be returned to MIAIE. You understand and agree that even if you satisfy the requirements set forth in this section, technical or procedural difficulties or interruptions may occur when attempting to port out these numbers and such difficulties or interruptions may prevent your new carrier from porting the numbers. MIAIE is not responsible for such technical or procedural difficulties or interruptions. You understand and agree that following the termination of these Terms of Service for any reason, your number(s) may be reassigned to another customer. You agree that MIAIE will not be liable for damages (including consequential or special damages) arising out of any such re-assignment and You hereby waive any claims with respect to any such reassignment, whether based on contractual, tort or other grounds, even if MIAIE has been advised of the possibility of damages. You understand and agree that MIAIE may need to change the telephone number(s) assigned to you. You agree that MIAIE will not be liable for damages (including consequential or special damages) arising out of any such change in the telephone number(s) assigned to you and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if MIAIE has been advised of the possibility of damages.
You represent and warrant that you have read and understood these Terms of Service, and you agree to abide by their terms, where applicable, including as incorporated by reference herein. You further agree to abide by all applicable local, state, national, foreign and international laws and regulations and that you will be solely responsible for all acts or omissions that occur under Your account or password, including the content of your transmissions through the Service. Disclaimers and Limitations of Liability. You expressly understand and agree that:
Your use of the Website and the MIAIE Cloud is at your sole risk. The Website, the MIAIE Cloud and the materials contained herein are provided on an “as is” and “as available” basis. Except as otherwise expressly provided in these Terms of Service, MIAIE, its parent, subsidiary and other affiliated companies, and their respective officers, directors, employees and other representatives (collectively, the “MIAIE Parties”), expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and noninfringement. Without limiting the generality of the foregoing, the MIAIE Parties make no warranty that: (I) the Website or MIAIE Cloud will meet your requirements; (II) the Website and MIAIE Cloud will be uninterrupted, timely, secure, or error-free; (III) information that may be obtained will be accurate or reliable; (IV) the quality of any products, services, information, or other material obtained by you through the Website or MIAIE Cloud will meet your expectations or needs; and (V) any errors in the Website or MIAIE Cloud will be corrected.
The MIAIE Parties shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the Website or MIAIE Cloud, including any liability: (I) as a publisher of information; (II) for any incorrect or inaccurate information; (III) for any unauthorized access to or disclosure of your transmissions or data; (IV) for statements or conduct of any third party on the Website; or (V) for any other matter relating to this Website, the MIAIE Cloud or any third party website. This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if an individual advises of the possibility of such damages. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between MIAIE and you. The products, information and services offered on and through the Website and the MIAIE Cloud would not be provided without such limitations.
Notwithstanding the foregoing, the sole and entire maximum liability of the MIAIE Parties for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to the amount paid by you for any product, information or service purchased by you from MIAIE via this Website or the MIAIE Cloud within the previous seven (7) days. Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you.
The Website and the MIAIE Cloud does not and is not intended to support or carry emergency calls to any emergency services. “Emergency services” shall mean services that allow a user to connect with emergency services personnel or public safety answering points such as 911 or E911 services. Neither MIAIE nor its officers, employees or affiliates may be held liable whether in contract, warranty, tort (including negligence), or any other form of liability for any claim, damage, or loss (and you hereby waive any and all such claims or causes of action), arising from or relating to your inability to use MIAIE or its services to contact any emergency services, or your failure to make additional arrangements to access emergency services.
Indemnification. You agree to indemnify, defend and hold harmless the MIAIE Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of or conduct at the Website or MIAIE Cloud, any activity related to your account by you or any other person, any material that you submit to, post on or transmit through the Website or the MIAIE Cloud, your breach of these Terms of Service, your infringement or violation of any rights of another, violation of the AUP by you, your end-user customer or any third party agents or affiliates, or termination of your access to the Website or the MIAIE Cloud. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
Applicable Law and Jurisdiction. Your use of the Website and the MIAIE Cloud is governed by and will be enforced under the laws of the State of Texas without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction and venue of the state and federal courts located in Austin, Texas. You agree that printed copies of any and all agreements and/or notices in electronic form are admissible in any legal or regulatory proceedings. In any claim, action or proceeding to enforce any right or obligation of the parties under the agreement including, without limitation, relating to your use of our services, you hereby waive any right you may now have or hereafter possess to a trial by jury.
You and MIAIE both agree to resolve disputes only by arbitration. There’s no judge or jury in arbitration, and the procedures may be different, but an arbitrator can award you the same damages and relief, and must honor the same terms in these Terms of Service, as a court would. If the law allows for an award of attorneys’ fees, an arbitrator can award them too. You and MIAIE also both agree that:
The Federal Arbitration Act applies to these Terms of Service. Any dispute that in any way relates to or arises out of these Terms of Service or from any services you receive from us will be resolved by one or more neutral arbitrators before the American Arbitration Association (“AAA”). You can also bring any issues you may have to the attention of federal, state, or local government agencies, and if the law allows, they can seek relief against us for you.
These Terms of Service doesn’t allow class or collective arbitrations even if the AAA procedures or rules would. Notwithstanding any other provision of these Terms of Service, the arbitrator may award money or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. No class or representative or private attorney general theories of liability or prayers for relief may be maintained in any arbitration held under these Terms of Service.
If either you or MIAIE intends to seek arbitration under these Terms of Service, the party seeking arbitration must first notify the other party of the dispute in writing at least 30 days in advance of initiating the arbitration. Notice to MIAIE should be sent as required by these Terms of Service. The notice must describe the nature of the claim and the relief being sought. If you and MIAIE are unable to resolve our dispute within 30 days, either party may then proceed to file a claim for arbitration. An arbitration award and any judgment confirming it apply only to that specific case; it can’t be used in any other case except to enforce the award itself.
Procedure for Notifying the Company of Copyright Infringement. Those who believe that their copyrighted work has been infringed or are aware of other infringing material, should contact our Copyright Agent at the address listed below and provide us with the following information: