Terms and Conditions for GirikSMS by Girikon

A. Girikon has developed and owns a proprietary computer application, called GirikSMS (“GirikSMS”), that enables users to send and manage multi-channel communications, including but not limited to SMS, WhatsApp, Facebook, Instagram, and other communication channels, for purposes such as marketing, notifications, and customer engagement.

B. Girikon’s proprietary application, GirikSMS, is made available to subscribers through various platforms, including direct subscriptions from Girikon.

C. The Subscriber desires to subscribe to GirikSMS to access and use Girikon’s application and related services, and Girikon desires to allow the same, each in accordance with the terms and conditions of this Agreement.

Now, Therefore, in consideration of the mutual promises and obligations set forth below, the receipt and sufficiency of which each Party hereby acknowledges, each Party agrees as follows.

This Agreement governs your purchase of a license to access and use GirikSMS services. The Parties agree as follows:

if you register for a free version of the service or a free trial of the service, the applicable provisions of this agreement also govern your use of those services.

by clicking a box indicating your acceptance of this agreement or by executing a service order that references this agreement, you agree to all terms and conditions of this agreement. if you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions and that you do hereby bind such entity to these terms and conditions. if you do not have such authority, or if you do not agree with all of these terms and conditions, then you must not accept this agreement and may not access or use the service.

• “Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with such entity (but only for so long as such control exists), where “control” means the ownership of more than 50% of the outstanding shares or securities representing the right to vote in the election of directors or other managing authority of such entity.
• “Agreement” means this Subscription Agreement and any Service Orders you enter into with us.
• “App” means GirikSMS technology (including its related services) and includes, without limitation, computer code, software libraries, software tools, samples, published specifications, and Documentation. The App shall include any future, updated, or otherwise modified version(s) thereof made available by Girikon (in its sole discretion) to the Subscriber.
• “Authorized User” means your employee, your Affiliate’s employee, or a Permitted Third Party’s employee for whom you create a unique username and password under your account to access GirikSMS services.
• “Authorized User Account” means the account created by the Subscriber when the Subscriber registers on the Website, allowing the Subscriber to access and use the Services.
• “Client Software” means software components to be installed on your, your Affiliates’, or your Authorized Users’ computer systems or devices, including but not limited to GirikSMS applications.
• “Dedicated Incoming Number” means the long code or short code assigned to the Subscriber on an exclusive or shared basis, as the case may be, which enables two-way communication and allows the Subscriber to send and receive messages for communication purposes.
• “Documentation” means our user documentation, in all forms, relating to the Service (e.g., user manuals, online help files, etc.).
• “Emergency Services” means services that allow a user of the Application to connect with emergency services personnel or public safety answering points, such as 911 services.
• “Permitted Third Party” means an entity under contract with you or your Affiliates who needs to access the Service to perform its obligations to you or your Affiliates and who is not a competitor to Girikon, providing messaging services.
• “Professional Services” means the professional services specified in a Service Order, potentially including but not limited to implementation services, consulting, and training services.
• “Girikon” or “we” or “us” or “our” means Girikon, headquartered in Phoenix, Arizona, or its designated Affiliate(s) as specified in a Service Order or invoice.
• “Service” means the service identified in the Service Order, as we may modify the service from time to time at our discretion, which might include, without limitation, our making available to you remote access to the App and furnishing to you any associated Client Software.
• “Service Order” means an ordering document entered into between you and us specifying the Services to be provided thereunder, including any addenda and supplements thereto. By an Affiliate’s entering into a Service Order under this Agreement, such Affiliate agrees to be bound by the terms of this Agreement as if it were an original Party to the Agreement. In case of a conflict between any term of a Service Order and this Agreement, the term of the Service Order takes precedence over the term in this Agreement.
• “Statement of Work” or “SOW” means a document that captures and defines all aspects of a project that requires Professional Services by detailing project-specific activities, deliverables, and timelines for Girikon providing services to the Subscriber.
• “Subscriber” or “You” or “Your” means the customer named on the Service Order, the person indicating acceptance of this Agreement, or if the person indicating acceptance of this Agreement is acting on behalf of a company or other legal entity, such company or legal entity.
• “Subscriber Data” means any data uploaded into the Service, or otherwise provided for processing by the Service, by or on behalf of you and your Affiliates in accordance with this Agreement.
• “Subscription Fees” means the fees for the Service specified in the Service Order.
• “Technical Support Services” means our then-current technical support services offering, as described in the Documentation.
• “Website” means the Girikon website at www.girikon.com and the GirikSMS website at www.giriksms.com.

• Full GirikSMS Service. We offer various versions of our Service. The most comprehensive version of the Service requires payment for continued use of the Service. The version of the Service that requires payment is currently referred to as “Full GirikSMS Service.”
• Free Versions. Certain versions of the Service may be provided to you free-of-charge. The versions of the Service that do not require payment to be accessed are currently referred to as “Free Versions.”
• Free Trials. From time to time, we may offer trials of the Full GirikSMS Service for a specified period of time without payment or at a reduced rate (each, a “Free Trial”). If you register for a Free Trial, we will make the Service available to you under the Free Trial until the earlier of (a) the end of the Free Trial period for which you registered to use the Service, or (b) the start date of any Full GirikSMS Service subscription ordered by you for such Service, or (c) termination by us in our sole discretion. Additional Free Trial terms and conditions may appear on the Free Trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. We reserve the right, in our absolute discretion, to determine your eligibility for a Free Trial, and, subject to applicable laws, to withdraw or to modify a Free Trial at any time without prior notice and with no liability, to the greatest extent permitted under law.

• Use of the Service. Subject to the terms and conditions of this Agreement, we grant to you and your Affiliates that execute a Service Order a limited, worldwide, non-exclusive, non-transferable (except as explicitly permitted in this Agreement) right during the term of this Agreement for your Authorized Users to use the Service solely in connection with your internal business operations.
• Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize your Affiliates or third parties to:
  1. Allow anyone other than an Authorized User to access or use the Service.
  2. Rent, lease, or otherwise permit third parties to use the Service or Documentation.
  3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the App.
  4. Use the Service to harm, threaten, or harass another person or organization.
  5. Use the Service to send unsolicited or unauthorized messages, including spam.

• Fees and Payment Terms. Unless otherwise specified in a Service Order, the Subscription Fees for the initial subscription term and Professional Service fees set forth in the Service Order are due upon execution of the Service Order. After the initial subscription term, Subscription Fees will be invoiced annually at the then-current rate for the Service or as otherwise specified in a Service Order.
• Late Payment. Any amount not paid when due will be subject to penalty charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded monthly from the date due until the date paid.

• Term. This Agreement commences on the effective date specified in the Service Order and continues for the initial subscription term specified in the Service Order, unless this Agreement is terminated earlier in accordance with the terms of this Agreement.
• Termination. Either Party may terminate this Agreement if the other Party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non-breaching Party.

• Definition. “Confidential Information” means non-public business information, know-how, and trade secrets in any form, including information regarding our product plans, terms of this Agreement, and any other information a reasonable person should understand to be confidential.
• Maintenance of Confidentiality. The Party receiving Confidential Information hereunder agrees to take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but not less than reasonable care, to prevent the unauthorized duplication or disclosure of the Confidential Information to third parties without the disclosing Party’s prior written consent.

• Data Security. We implement and maintain physical, electronic, and managerial procedures intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of Subscriber Data.
• Subscriber Data. Subscriber Data is your property. You grant us a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Subscriber Data as required to provide or perform the Service.

• Our Warranty. We warrant that the Service as delivered to you will materially conform to the specifications set forth in the applicable Service Order, during the term of the Service Order.
• Disclaimer. except for the express representations and warranties set forth in this section, neither party makes any additional representation or warranty of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever.

• disclaimer of indirect damages. to the extent permitted by law, neither party will, under any circumstances, be liable to the other party or to any third party for indirect, consequential, incidental, special, or exemplary damages, or for lost profits or loss of business arising out of or related to this agreement.
• cap on liability. to the extent permitted by law, under no circumstances will either party’s total liability of all kinds arising out of or related to this agreement exceed the total amounts paid by you under this agreement during the months immediately preceding the date of the event giving rise to the claim.

• Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Arizona, U.S.A., without reference to its choice of law rules.
• Entire Agreement. This Agreement and all exhibits contain the entire agreement of the Parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to said subject matter.