Legal

Plivo enables its users (“they”, “their”, “you” or “your”), via its website (https://www.plivo.com, https://console.plivo.com) (the “Website”), its API, its services or other means, to use and access Plivo Platform and Plivo Applications, (collectively, the “Plivo Cloud Platform”). The Plivo Cloud Platform operated by Plivo and/or its affiliates (“its”, “Plivo”, “we” or “us”).

Your use of Plivo Cloud Platform is subject to the terms and conditions set forth in these Terms of Service (the “Plivo ToS”) and applicable Service Schedule.

PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO ALL THE TERMS OF PLIVO TERMS OF SERVICE, which shall include Privacy, Acceptable Use Policy, Artificial Intelligence Services Addendum, Subprocessors, Service Level & Support, Services Schedule, Responsible Disclosure Policy, Law Enforcement Guidelines, Plivo Security Overview, Copyright Infringement Notification or any other documentation as indicated by Plivo from time to time. IF YOU DO NOT AGREE TO THESE TERMS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICES.

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 Plivo’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.

If you have a separate written services agreement with Plivo for your use of the Services, then in case of conflict the terms of said written service agreement shall apply, unless that written agreement does not cover a particular Service, in which case, these Plivo Terms of Service apply solely to your use of that particular Service. . If you, as the Customer, are domiciled in India and are requesting and/or using Services within India, the contracting entity for purposes of this Agreement shall be Plivo Services India Private Limited. All rights, obligations, and responsibilities under the Terms of Service shall be construed accordingly.

These Plivo ToS along with Order Form, Privacy Policy, AUP, (collectively “Agreement”) set forth the terms for your use of the Services and are effective as of the date you accept or otherwise use the Services (“Effective Date”). This Agreement is between the applicable Plivo entity identified below (“Plivo”) and you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you", "your", "yours", or "Customer”).

Plivo may update ToS from time to time. Following such update, your continued use of the Services on or after the date the updated version of ToS is effective and binding, as indicated at the top of this ToS, constitutes your acceptance of the updated version of ToS. The updated version of ToS supersedes all prior versions. If you do not agree to the updated version of ToS, you must stop using the Services immediately. In the event of any direct conflict between the terms of Order Form and the ToS, the terms of Order From shall control with respect to pricing and Term only. The parties may not amend the Order Form or ToS except by a written agreement that each party executes. The Initial Term and any Renewal Terms, indicated in the Order Form collectively, shall be referred to herein as “Order Form Term”.

1. DEFINITIONS:

Any capitalized term not defined in this Section 1 will have the meaning provided under these Plivo ToS.

1.1 Acceptable Use Policy or AUP means certain terms relating to the use of the Services, the current version of which is available at https://www.plivo.com/aup/

1.2 Account means Customer\'s Plivo Cloud Platform account.

1.3 Actual Charges means the fee incurred by the Customer under the Order Form for the Services, during the 12-month period from the effective date of the Order Form or each anniversary thereafter, and shall exclude Excluded Charges.

1.4 Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

1.5 Agreement Start Date shall mean the date identified in the Order Form or the date when Customer first starts using the Services or creates an Account (whichever is earlier).

1.5 Anti-Bribery Laws means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.

1.6 Beta Offerings means Services that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services offered by Plivo. Beta Offering may be modified, suspended, or terminated at any time, with or without notice, for any reason or no reason. Continued use of the Beta Services constitutes acceptance of such changes or termination.

1.7 Content means 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 Plivo Cloud Platform, by Customer or Customer Users.

1.8 Control means control of greater than 50 percent of the voting rights or equity interests of a party.

1.9 Customer Application means a software program or services that Customer creates or uses in connection with its use of the Services under these Plivo ToS.

1.10 Customer Data means data and other information made available by Customer to Plivo in connection with Customers use of the Services under the Agreement.

1.11 Customer User means any user of the Services, including via any Customer Applications or services including administrators, developers, employees, Customer’s clients.

1.12 DPA means the Data Protection Addendum applicable to Services.

1.13 Due Date – shall have the meaning as ascribed under Section 5.3.4.

1.14 Excluded Charges means the following which are excluded while calculating applicable spends, Actual Charges or Minimum Spends (where applicable): Any pass through charges including Short Code Rental etc., SMS/MMS carrier surcharges, late payment fees and interest, taxes or fines or penalties, support fees, all Voice API-related fair usage charges (e.g. average call duration, short call duration, incomplete calls, abandoned calls), adjustments, credit card processing fee (CCPF), payment gateway fee (PGF), and 10DLC fees.

1.15 Export Control Laws means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, (c) the International Traffic in Arms Regulations (ITAR) maintained by the U.S. Department of State and (d) Indian export control laws.

1.16 Fees means the applicable fees for each Service. The Fees for each Service is billed as per List Price or where applicable, as indicated in the relevant Order Form.

1.17 Initial Term shall mean the duration identified in the Order Form.

1.18 Liability means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

1.19 List Price shall mean the latest version of pricing published by Plivo for the relevant Service.

1.20 Malicious Code means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

1.21 Order Form or Pricing Agreement means an ordering document between you and Plivo, or any of their Affiliates, that specifies mutually agreed upon rates for certain Services and any commercial terms related thereto.

1.22 Platform Data means any data, including outputs and metadata that is derived from the use of the Services that does not directly or indirectly identify Customer, Customer Users, or any natural person and includes (a) data such as volumes, frequencies, bounce rates, and Service performance data and (b) subject to any restrictions under applicable law or regulation, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify you, Customer Users, or any natural person.

1.23 Plivo Parties means Collectively Plivo, its parent, subsidiary and other Affiliates, and their respective officers, directors, employees and other representatives 1.24 Plivo Security Overview means the security terms applicable to Services, current version of the same is available at https://www.plivo.com/legal/plivo-security-overview/.

1.25 Plivo Software means software, services, documentation, and any other materials provided by the Company including all metadata, models, algorithms, rules, or other technical data generated, collected, or used in connection with Services.

1.26 Plivo SLA means the service level agreement for the Services, as indicated in relevant Support Terms.

1.27 POC means Services provided as part of proof of concept and are governed by the terms provided under Service Schedule.

1.28 Product Documentation means Plivo’s product and service documentation, including any usage guides and policies, for the Services, made available by Plivo as indicated in the relevant Service Schedule or such other url as notified from time to time.

1.29 Privacy Policy shall mean the privacy policy as then published at https://www.plivo.com/legal/privacy/

1.30 Renewal Term shall mean the duration identified in the Order Form.

1.31 Service Schedule means the then-current terms specific to one or more Services.

1.32 Additional Service Terms means any additional terms that will apply to Services, including Additional Service Terms – API, available at https://www.plivo.com/legal/service-schedule/sst-api/ .

1.33 Services means the products and services provided by Plivo or its Affiliates, as applicable, that (a) Customer uses, including, without limitation, products and services that are on a trial basis or as part of Beat Offerings or otherwise free of charge or (b) Customer ordered under an Order Form. Services excludes any Customer Services and Third-Party Services

1.34 Support Fee shall mean the monthly fee applicable for the Support Services.

1.35 Support Terms means the support-related terms for the Services, as indicated in the Service Schedule.

1.36 Third-Party Offerings means (a) third-party services, software, products, and other offerings that are not incorporated into the Services, (b) offerings identified in the Third-Party Terms section of the Service Specific Terms, or (c) offerings which are not developed by Plivo or which are supplied by its suppliers and third party service providers. third-party operating systems.

2. SCOPE OF SERVICES

2.1 Provision of the Services. Subject to your use of the Services in accordance with these Plivo ToS, the applicable Documentation, applicable Service Schedule and any applicable Order Form(s), during the Term, Plivo will provide the Services in accordance with the Agreement, including the SLAs, and Customer may use the Services, and integrate the Services into any Customer Application that has material value independent of the Services, in accordance with the Agreement.; Plivo shall (a) provide the Services in a timely, diligent, and professional manner; (b) use trained, qualified personnel to provide the Services; (c) comply with the security terms for the Services as indicated in the Plivo Security Overview and (d) use commercially reasonable efforts to provide you with applicable support for the Services as described in the Support Terms.

3. OWNERSHIP, CUSTOMER DATA, AND CONFIDENTIALITY

3.1 Ownership Rights. As between the parties, Plivo exclusively owns and reserves all right, title, and interest in and to the Services, the Documentation, Plivo\'s Confidential Information, Plivo Software, Platform Data, and any feedback or suggestions you or Customer Users provide regarding the Services. As between the parties, you exclusively own and reserve all right, title, and interest in and to the Customer Application, Content, your Confidential Information, and Customer Data, subject to Plivo’s rights to process Customer Data in accordance with the Agreement.

3.2 Customer Data. You grant Plivo and its Affiliates the right to process Customer Data as necessary to provide the Services in a manner that is consistent with the Agreement and/or the Plivo Data Protection Addendum. You are responsible for the quality and integrity of Customer Data. You may not provide any input/data or information that includes protected health information as defined by the Health Insurance Portability and Accountability Act (HIPAA) of 1996, Pub. L. No. 104-191 except and until as permitted by an executed HIPAA BAA between you and Plivo.

3.3 Content. All Content, whether publicly posted or privately transmitted by you or Customer Users, is solely your responsibility. Plivo\'s provision of the Services does not constitute an endorsement of Customer\'s content or use case.

3.4 Confidentiality

3.4.1 Definition. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, these Plivo ToS, Order Form(s), Customer Data, security reports and attestations, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, “know how”, inventions, and financial, technical, or other business information and materials of Disclosing Party and its Affiliates. Confidential Information does not include any information which: (a) is publicly available through no breach of the Agreement or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party\'s rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.

3.4.2 Use and Disclosure. Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under the Agreement and (b) disclose or make Confidential Information of Disclosing Party available to any party, except to Receiving Party\'s Affiliates, and Receiving Party\'s and its Affiliates’ respective employees, legal counsel, accountants, contractors, and in Plivo’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under the Agreement. Receiving Party will be responsible for its Representatives’ compliance with this Section 3.4. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 3.4. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care. Notwithstanding the foregoing, you may disclose Plivo’s SOC2 or similar report, which will constitute Plivo’s Confidential Information, only to Customer Users or Customer Users\' employee or contract worker who has a “need to know” for such SOC2 or similar report and is legally bound to terms of confidentiality that are at least as protective as the terms of this Section 3.4.

3.4.3 Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party written notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.

3.4.4 Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of Section 3.4 and that, in the event of an actual or threatened breach of the provisions of Section 3.4, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

3.5 Use of Marks. You grant Plivo the right to use and display your name, logo, and a description of your use case(s) on Plivo’s website, in earnings releases and calls, and in marketing and promotional materials, subject to your standard trademark usage guidelines that you expressly provide to Plivo.

3.6 Privacy. Use of Services is subject to the terms of our Privacy Policy, which is hereby incorporated into and made part of these Terms of Service.

4. REPRESENTATIONS, WARRANTIES, AND DISCLAIMER

4.1 Power and Authority Representation. Each party represents and warrants that it has validly accepted or entered into the Agreement and has the legal power to do so.

4.2 Anti-Corruption and International Trade Laws. Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States, and (b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. You will promptly notify Plivo in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by Plivo. If applicable, you represent that you have obtained, and warrant that you will continue to obtain, all licenses or other authorizations required to export, re-export, or transfer the Services. Each party represents that it (and in your case, also Customer Users) is not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will immediately (i) discontinue your use of the Services if you become placed on any Sanctions List and (ii) remove Customer Users’ access to the Services if Customer Users become placed on any Sanctions List. You represent that you have not, and warrant that you will not, export, re-export, or transfer the Services to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in the Agreement, either party may terminate the Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 4.2. If your account is blocked because it is operating in a country or region prohibited under this Section 4.2, you will receive notice of your account being inoperable when you attempt to log into your account in such prohibited country or region.

4.3 Consents and Permissions. 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 Plivo for processing.

4.4 Services. Plivo represents and warrants that the Services perform materially in accordance with the applicable Documentation. Your exclusive remedy for a breach of this Section 4.4 will be, at Plivo’s option, to (a) remediate any material non-conformity or (b) refund you the Fees paid for the time period during which the affected Services do not comply with this Section 4.4.

4.5 DISCLAIMER. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. PLIVO ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE AND THAT PLIVO WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PLIVO PARTIES MAKE NO WARRANTY THAT: (I) THE WEBSITE OR PLIVO CLOUD PLATFORM WILL MEET YOUR REQUIREMENTS; (II) THE WEBSITE AND PLIVO CLOUD PLATFORM 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 PLIVO CLOUD PLATFORM WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ALL ERRORS IN THE PLIVO CLOUD PLATFORM WILL BE CORRECTED. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. PLIVO MAKES NO WARRANTIES AND WILL HAVE NO LIABILITY FOR ANY BETA OFFERINGS, CUSTOMER SERVICES, OR THIRD PARTY SERVICES WHATSOEVER. YOU ACKNOWLEDGE THAT THE AI SERVICES USE EMERGING TECHNOLOGY AND MAY PRODUCE GENERATED OUTPUT THAT IS INACCURATE, INCOMPLETE, BIASED, OR OFFENSIVE, AND WHICH DOES NOT REPRESENT PLIVO\'S VIEWS. YOU MUST INDEPENDENTLY EVALUATE THE ACCURACY AND APPROPRIATENESS OF ALL GENERATED OUTPUT FOR YOUR USE CASE, INCLUDING THROUGH HUMAN REVIEW. YOU AGREE NOT TO RELY ON GENERATED OUTPUT AS A SOLE SOURCE OF TRUTH OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. PLIVO BEARS NO LIABILITY FOR ANY HARM OR DAMAGES ARISING FROM YOUR USE OF OR RELIANCE ON GENERATED OUTPUT. IF YOU CHOOSE TO MAKE ANY OF YOUR INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICES OR OTHERWISE, YOU DO SO AT YOUR OWN RISK.

4.6 Compliance with Applicable Laws. Customer represents, warrants, and covenants that its use of the Services and all Customer Transmissions shall at all times comply with all applicable international, federal, state, and local laws, rules, regulations, and industry standards. This includes, without limitation, the Telephone Consumer Protection Act (47 U.S.C. §227), the Telemarketing Sales Rule, rules promulgated by the Federal Communications Commission (FCC), and all applicable state laws regarding consent, do-not-call lists, calling time restrictions, and disclosures for telephonic communications.

5. FEES AND PAYMENT TERMS

5.1 Fees. You acknowledge and agree that fee for Services may be collected/invoiced by Plivo entity that provides those Services and subject to the terms of any applicable Order Form entered into between you and Plivo, you agree to pay the fees charged as per Order Form. Any Service(s) Customer purchases that are not explicitly listed in the Order Form will be charged as per List Price. You agree that the List Price is subject to change without notice. Plivo reserves the right to change the prices listed in the Order Form, by providing a five (5) business days prior notice to you. The percent discounts offered under the Order Form for the respective Service(s) will then be applied to the then-current List prices as may be applicable and pricing listed in the Order Form shall stand revised accordingly, without any action required from either Party.

5.2 Taxes and Communications Surcharges

5.2.1 Taxes. All fees and rates are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes in connection with the Agreement, excluding any taxes based on Plivo’s net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to Plivo, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by Plivo. You will provide Plivo with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on an invoice.

5.2.2 Communications Charges. All fees and rates are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “Communications Surcharges”). Notwithstanding the Term, when invoiced by Plivo, you will pay all Communications Surcharges in connection with your use of the Services. Communications Surcharges will be shown as a separate line item on an invoice. Rates provided in the Order Form are exclusive of Carrier surcharges, all fair usage charges, credit card processing fee (CCPF), payment gateway fee (PGF), and 10DLC fees. You will pay all costs, fines, or penalties that are imposed on Plivo by a government or regulatory body or a telecommunications provider as a result of your or Customer Users’ use of the Services and any such payment shall be subject to Plivo general accounts receivable policies from time to time in effect.

5.2.3 Exclusions from Committed Spends: Following are excluded while calculating applicable spends, Actual Charges or Minimum Spends (where applicable): Any pass through charges including Short Code Rental etc., SMS/MMS carrier surcharges, late payment fees and interest, taxes or fines or penalties, support fees, all Voice API-related fair usage charges (e.g. average call duration, short call duration, incomplete calls, abandoned calls), adjustments, credit card processing fee (CCPF), payment gateway fee (PGF), and 10DLC fees.

5.2.4 Exemption. If you are exempt from paying certain Taxes or Communications Surcharges, you will provide the necessary exemption information as requested by Plivo or a valid exemption certificate issued by the appropriate authority via e-mail to finance@plivo.com. You will be exempt on a going-forward basis once Plivo has approved your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes or Communications Surcharges, you will promptly pay such Taxes or Communications Surcharges to Plivo, plus any applicable interest or penalties.

5.3 Payment Terms. Except as otherwise expressly set forth in the Order Form, payment obligations are non-cancellable and fees, Taxes, and Communications Surcharges (collectively, “Fees”), once paid, are non-refundable. Except as otherwise set forth in the applicable Order Form(s) and subject to Section 5.3.5 (Payment Disputes), You will pay the Fees due hereunder in accordance with the following applicable payment method:

5.3.1 All payments must be made in advance, unless otherwise indicated in applicable Order Form. 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. Any Plivo account usage that occurred due to fraudulent attack(s) on your website or application will be your own responsibility. Plivo 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 and agree not to initiate chargeback requests or issue any stop payments instructions in relation to such charges. Plivo 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 Plivo may be offering to your Company.

5.3.2 You may recharge your Plivo account by way of wire transfer. You understand and agree that if any such recharge is done through wire transfer, then your Plivo 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 Plivo 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.

5.3.3 Credit Card. If you elect to add funds to your account by credit card and use such funds to pay the Fees due, you authorize Plivo to store your payment information and charging your designated payment method on or before each billing cycle for all amounts due. You are responsible for ensuring such funds cover the Fees due. You also authorize Plivo to charge your credit card / payment method, even if auto payment is disabled. If your account does not have sufficient funds or your credit card declines a charge for the Fees due, Plivo may suspend the provision of the Services to all of your accounts until the Fees due are paid in full. You are prohibited from creating new accounts until the Fees due are paid in full.

5.3.4 Payment in Arrears. Where payments need to be made in arrears, invoices submitted by Plivo shall be delivered by electronic means to you at your billing email address. All undisputed amounts must be paid within thirty (30) days of the date of the invoice or as per the due date indicated in the Order Form (“Due Date”). In the event you fail to pay any invoice or amounts due by the Due Date, Plivo 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. You are prohibited from creating new accounts until the Fees due are paid in full. Plivo 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. Customer shall also reimburse Plivo for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees, court costs, and collection agency fees.

5.3.5 Payment Disputes. If you have any dispute with regards to fees associated with your account, please contact us through our Support Center at https://support.plivo.com/hc/en-us/ within 30 days of the date of the activity that generated such dispute. You may withhold the disputed Fees until the dispute is resolved. Where you are disputing any Fees, you must act reasonably and in good faith and will cooperate diligently with Plivo to resolve the dispute. Plivo will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless you fail to cooperate diligently with Plivo or Plivo determines the dispute is not reasonable or brought in good faith by you. 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.

5.4 Free Services: 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.

6. MUTUAL INDEMNIFICATION

6.1 Indemnification by Plivo

6.1.1 Scope of Indemnification. Plivo will defend you, your Affiliates, and each of their directors, officers, and employees (collectively, “Customer Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Customer Indemnified Party by a third party alleging that Plivo’s provision of the Services infringes or misappropriates such third party’s intellectual property rights (“Plivo Indemnifiable Claim”). Plivo will indemnify you from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Customer Indemnified Party or for settlement amounts approved by Plivo for a Plivo Indemnifiable Claim.

6.1.2 Infringement Options. If Plivo’s provision of the Services has become, or in Plivo’s opinion is likely to become, the subject of any Plivo Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Plivo may at its option and expense: (a) procure the right to continue to provide the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate the Agreement, or, if applicable, terminate the Services that are the subject of any Plivo Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund you any unused pre-paid Fees.

6.1.3 Limitations. Plivo will have no liability or obligation under this Section 6.1 with respect to any Plivo Indemnifiable Claim arising out of (a) your use of the Services in breach of this Agreement; (b) the combination, operation, or use of the Services with other applications, portions of applications, products, or services, including, without limitation, the Customer Services or Third Party Services, where the Services would not by themselves be infringing; or (c) Services for which there is no charge or Beta Offerings.

6.2 Indemnification by Customer. You agree to indemnify, defend and hold harmless the Plivo 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 of the Services, any activity related to your account by you or any other person, any material that you submit to, post on or transmit through the Services, your breach of these Terms of Service, Customer\'s violation of any applicable law, rule, or regulation, including without limitation the TCPA, 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 Services.

6.3 Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Customer Indemnifiable Claim or Plivo Indemnifiable Claim (individually or collectively referred to herein as a “Claim”)in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, Indemnifying Party will not settle any Claim for which it has an obligation to indemnify under this Section 6 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.

6.4 Exclusive Remedy. This Section 6 states Plivo’s sole liability to, and your exclusive remedy against, Plivo.

7. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW PLIVO PARTIES WILL NOT HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT FOR ANY (A) INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR (B) LOST REVENUES, PROFITS, SAVINGS, OR GOODWILL OR DATA (C) SERVICES FOR WHICH THERE IS NO CHARGE OR BETA OFFERINGS.

THE PLIVO 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 SERVICES, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF CONTENT OR INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OF DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (V) FOR ANY OTHER MATTER RELATING TO SERVICES 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, LOSS OF DATA, 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 PLIVO AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE WEBSITE AND THE PLIVO CLOUD PLATFORM WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

THE SOLE AND ENTIRE CUMULATIVE MAXIMUM LIABILITY OF THE PLIVO PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE FEES PAID TO PLIVO FOR THE USE OF SERVICES DURING THE SEVEN (7) DAYS IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. 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.

SERVICES ARE 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 PLIVO 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 PLIVO OR ITS SERVICES TO CONTACT ANY EMERGENCY SERVICES, OR YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES.

8.TERM, TERMINATION, AND SURVIVAL

8.1 Agreement Term. This Agreement will commence on the Effective Date and continue until terminated in accordance with Section 8.2 (Termination) (“Term”).

8.2 Termination

8.2.1 For Convenience. Plivo may terminate (whether in part or whole) this Agreement, at any time, the custom agreement(s), contract(s) or order form(s) by providing a thirty (30) days prior.

8.2.2 Material Breach by Plivo. You may terminate this Agreement (including all Order Form(s) and Services that are in effect) in the event Plivo commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days of the date of written notice of such breach.

8.2.3 Material Breach by Customer. Plivo may terminate the Agreement (including all Order Form(s) and Services that are in effect) in the event Customer commits any material breach of the Agreement and fails to remedy such breach within five (5) days of the date of written notice of such breach. Plivo may suspend your right and license to use any or all Services in its entirety for any reason or for no reason, at its discretion, by providing advance notice. If Plivo determines that providing advance notice would negatively impact Plivo’s ability to provide Services, Plivo may suspend your right and license to use any or all Services or terminate these Terms of Service without notice.

8.2.4 Insolvency. Subject to applicable law, either party may terminate the Agreement immediately by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.

8.3 Survival. Upon termination of the Agreement, the terms of this Section 8.3 and the terms of the following Sections will survive: Section 2.1(c) (regarding the Plivo Security Overview), Section 4.5 (Disclaimer), Section 5 (Fees and Payment Terms), Section 3 (Ownership, Customer Data, and Confidentiality), Section 6.2, Section 6.4 , Section 7 (Limitation of Liability) & Section 9 (General).

8.4 Effects of Termination/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 Plivo 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) Plivo reserves the right to charge your card on file for any outstanding balance as well as any penalties, fines, charges due on your Plivo account. Plivo shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Services.

9. GENERAL

9.1.1 Affiliates of Customer. Your Affiliates may use the Services under and in accordance with the terms of the Agreement. You represent and warrant that you have sufficient rights and the authority to make the Agreement binding upon each of your Affiliates. You and each of your Affiliates will be jointly and severally liable for the acts and omissions of such Affiliate in connection with the Agreement and such Affiliate’s use of the Services. Only you will bring any claim against Plivo on behalf of your Affiliates.

9.1.2 Affiliates of Plivo. An Affiliate of Plivo may provide the Services, or a portion thereof, to you or your Affiliates, as applicable, in accordance with the Agreement and any applicable Order Form(s) with such Affiliate of Plivo. Plivo will (a) be responsible for the Services its Affiliates provide and (b) not be relieved of its obligations under this Agreement if its Affiliates provide the Services or a portion thereof. Plivo will enforce the terms of this Agreement relating to the Services its Affiliates provide. Notwithstanding anything to the contrary in this Agreement, an Affiliate of Plivo may directly bill you or your Affiliates, as applicable, (i) for the Services it provides or (ii) solely as a billing agent for Plivo or the Affiliate of Plivo providing the Services, as applicable.

9.2 Assignment. You may not assign or otherwise transfer this Agreement or any applicable Order Form(s), in whole or in part, whether by operation of law or otherwise, without Plivo’s prior written consent (not to be unreasonably withheld or delayed). Any attempted assignment or transfer by either party in violation hereof will be void.

Subject to the foregoing, the Agreement and any applicable Order Form(s) will be binding on the parties and their respective successors and permitted assigns.

9.3 Relationship. Each party is an independent contractor in the performance of each and every part of the Agreement. Nothing in the Agreement is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Plivo is a technology platform provider that acts as a mere conduit for the transmission of Customer Transmissions.

9.4 No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party (including Customer Users or an Affiliate) unless it expressly states that it does.

9.5 Validity. If any provision of these Terms of Service be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions will not be affected.

9.6 No Waiver. The failure of the Plivo Parties to insist upon strict adherence to any term of these Terms of Service shall not constitute a waiver of such term and shall not be considered a waiver or limit that party’s right thereafter to insist upon strict adherence to that term or any other term contained in these Terms of Service.

9.8 No action arising out of this Terms of Service or your use of the Plivo Cloud Platform, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

9.9 Force Majure. Neither party shall be liable for any delay or deficiency in the performance of its obligations if this delay is imputable to force majeure. Following events are considered to be force majeure: flood, earthquake or other natural disaster; war; strike, lockout or other labour dispute; civil or military disturbance, acts or orders of statutory, military or other governmental authority. A Party impacted by a force majeure event shall promptly notify the other party and use reasonable commercial efforts to mitigate the impact of the force majeure event and resume the performance of those obligations impacted as soon as reasonably practicable. No force majeure event shall excuse you from your obligation to make any payments owed to Plivo for Services delivered before the force majeure event or that accrue due to the your continued use of the Services after the occurrence of a force majeure event.

9.10 Notices. Notices to Plivo will be provided via email to Legal@Plivo.com . All notices to you will be provided via email to the relevant contact(s) you designate in your account.

9.11 Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form(s), (2) the terms set forth in the body of this Plivo Terms of Service, (3) the Plivo Acceptable Use Policy, (4) Plivo Privacy Policy, (5) the Plivo Data Protection Addendum (6) any other terms incorporated by reference herein or any other exhibits or attachments hereto, and (7) the applicable Documentation.

9.12 Governing Law. This Agreement will be governed by and interpreted according to the laws of the applicable state or country identified below without regard to conflicts of laws and principles that would cause the application of the laws of another jurisdiction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 9.13, as the case may be (Dispute Resolution), any legal suit, action, or proceeding arising out of or relating to this Agreement or the Services will exclusively be instituted in the applicable courts identified below and the parties hereby consent to the personal jurisdiction of these courts.

Governing law and Courts with jurisdiction::

Courts with jurisdiction:

• Any Plivo Contracting Entity except its affiliates in India and for all customers who do not have any signed Order Form with Plivo:
  State of Texas
  Courts of Austin, Texas, United States of America

• Plivo Contracting Entity, under the Order Form or these Terms of Service is its affiliate in India.
  India
  Courts of Bangalore, Karnataka, India

9.13 Dispute Resolution. In the event of any dispute, claim, or controversy in connection with the Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will, in good faith, attempt to resolve a Dispute. the parties may commence binding arbitration. The parties will share equally the fees and expenses of the arbitrator. 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.

IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE WITHIN THIRTY (30) DAYS OR WITHIN SUCH OTHER TIME PERIOD AS THE PARTIES MAY AGREE IN WRITING, THEN YOU AND PLIVO 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.

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”) Or IF YOU ARE DOMICILED IN INDIA THEN, PARTIES AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS LOCATED BANGALORE. PARTIES AGREE TO RESOLVE ANY CLAIMS, DISPUTES ONLY BY BINDING ARBITRATION GOVERNED BY INDIAN ARBITRATION AND CONCILIATION ACT, 1996 AND THE VENUE AND SEAT OF ARBITRATION SHALL BE BANGALORE, INDIA AND LANGUAGE OF ARBITRATION WOULD BE ENGLISH. YOU AGREE THAT PRINTED COPIES OF ANY AND ALL AGREEMENTS AND/OR NOTICES IN ELECTRONIC FORM ARE ADMISSIBLE IN ANY LEGAL OR REGULATORY PROCEEDINGS.

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 PLIVO 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 PLIVO 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 PLIVO 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.

Any arbitration proceedings will take place in the English language in Austin, Texas, unless you are domiciled in India, then in Bangalore, Karnataka, India.

9.14 Entire Agreement. This Agreement (including all exhibits and attachments hereto) will constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No oral or written information or advice given by Plivo, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in this Agreement.