These Terms of Service are effective on January 1, 2020 for all customers agreeing to these Terms of Service for the first time.

If you have previously agreed to a version of our Terms of Service before January 1, 2020 , please be aware that by continuing to use our Services after January 1, 2020, you are accepting these updated terms.

If you have a separate written agreement with Intouch Communications, then the updates to the Terms of Service will not apply to you.

As part of these updates, we have not changed your ability to use our services. You may continue to access your customer account and use our services as you always have.

PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND INTOUCH COMMUNICATIONS LTD. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON AND YOU SHOULD NOT USE THE SERVICES.

These terms might change. But we will try and inform you before we make any major changes that impact you or your use of our Services. Please keep yourself updated with our terms by visiting this page regularly to review the terms.

If you keep using our Services after you receive notice from us that the terms have changed, then that means you have accepted those changes and they will be binding on you.

To use the Services, you will be asked to create a customer account. As part of the account creation process, you’ll be asked to provide your email address, create a username and password, and verify that you’re a human being by providing a telephone number to which we’ll send you a verification code to enter into a form.

The information you provide must be true and kept up to date.

You are responsbile for keeping your account credentials secure and private. We are not liable for unauthorised access to your account using your credentials.

You are responsible for anything that happens under any of your accounts, including anything the users of your application do while using your application, and that means even if someone fraudulently uses your account, you are responsible for that activity and the resulting fees.

We will provide the Services in accordance with laws applicable to Intouch’s provision of the Services to its customers generally (i.e. without regard for your particular use of the Services), and subject to your use of the Services in accordance with these Terms, the Documentation.

You and your affiliates may use our APIs and published documentation to create your application that your end users can use so long as you, your affiliates, and your end users comply with these Terms of Service.

We want to make our Services available for you to use 24/7, but things happen that occasionally make our Services unavailable. We offer service credits if our Services don’t meet our service level agreement (SLA). You accept that the service will from time to time experience planned and unplanned downtimes. We will try to inform you whenever we have planned downtime.

“Customer Data” consists of data and other information made available to us by or for you through the use of the Services under these Terms.

You acknowledge, that email and SMS are an insecure medium that is generally not encrypted in transit and security of information transmitted through the Internet can never be guaranteed and, accordingly, we are not responsible for any interception or interruption of any communications through the internet or for changes to or loss of Customer Data in connection with the Services.

We might have to use or disclose your data for one or more of the reasons below:

If necessary to provide you with our Services;

To address technical issues, provide support or maintain our Services;

If we need to protect Intouch, other customers, or the public;

If there is an emergency; or

If the law requires.

Email and SMS are insecure by their nature, so please keep that in mind when using the Services. This is simply a fact beyond our control, and therefore cannot be held responsible.

If you do not wish your information to be used in any of the above ways, please stop using the services, and inform us in writing so we can deactivate your account immediately.

Some “dos and don’ts” to keep in mind when using the Services:

Don’t transfer our services, resell them, etc., except as allowed;

Don’t use our services to try to contact emergency services;

Don’t use our services to break the laws, regulations, rules, etc., to violate these terms, or to violate someone else’s rights;

Do make sure that Intouch Communications is allowed to use your data as needed to provide you our services; and

Don’t reverse engineer, etc. any software we provide.

Do not use our services to improve or train similar products and services;

Comply with the law.

We can suspend our services for several reasons, in addition to your failure to pay your fees when they are due, if:

you violate our Terms of Use ;

you send fraudulent traffic;

your use negatively impacts the operation of our services;

legal conditions make it impractical for our services to operate; or

you file for bankruptcy or go out of business.

We’ll try to let you know if we need to suspend your customer account(s) in advance if we can, but cannot guarantee this.We will also try to limit the suspension.

The features and functions of the Services, including the API and our SLA, may change over time. It is your responsibility to ensure that calls or requests you make to the Services are compatible with our then-current Services. Although we try to avoid making changes to the Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least sixty (60) days prior to implementing those changes.

You agree to pay the fees generated under your account(s). If you don’t have an agreement with discounted fees, then you must pay the standard rates listed in your account.

If you use our Services in violation of these terms and cause us to be fined or penalized, we will automatically bill you for it.

You also agree to pay all applicable taxes. If you are exempt from paying any taxes, though, please let us know and send us proof.

You will pay us for any Services you use.

If we approve you for invoicing, you agree to pay all fees that you owe to Intouch Communications in the specified currency, unless we agree to another currency in writing, no later than 30 days after the date of the invoice.

If you don’t pay on time, then we may send you a late notice. If we don’t get your payment within 10 days after the date on the late notice, then we may charge a late fee and/or suspend our services. Please pay us on time.

If we suspend our services to you for your non-payment, then we are not responsible for anything bad that might happen as a result.

If you ever think that we charged you the wrong amount and you want to dispute it, then let us know, in writing, within 60 days of billing date for the charge in question. You have to be reasonable when disputing an invoice. You must be acting in good faith and cooperating with us to resolve the problem.

What’s ours is ours, and what’s yours is yours.

If you use our services, then we can use your company’s name, logos, and description of how you use our services on our website, in earnings calls, and in marketing, promotional, or other materials available to the public in accordance with any of your usage guidelines.

You grant Intouch Communications the right to use your name, logo, and a description of your use case to refer to you on Intouch’s website, earnings release and calls, marketing or promotional materials, subject to your standard trademark usage guidelines that you provide to us from time-to-time.

we exclusively own and reserve all right, title and interest in and to the Services, Documentation, our Confidential Information and all anonymized or aggregated data resulting from use and operation of the Services and that do not identify a natural person as the source of the information, as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services.

Confidential Information means any information or data, regardless of whether it is in tangible form, disclosed by either 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 disclosure. 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 use of or reference to the Confidential Information of the disclosing party.

Use and Disclosure.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are legally bound to keep such information confidential consistent with the terms of this section. Intouch may disclose the terms of any purchase of Services to its affiliates, legal counsel and accountants without your prior written consent, and Intouch will remain responsible for its affiliate’s, legal counsel’s or accountant’s compliance with this Section (Confidentiality).

Compelled Disclosure.

Intouch may disclose your Confidential Information if so required pursuant to a regulation, law or court order. We will give you notice of the compelled disclosure (to the extent legally permitted). You will cover our reasonable legal fees for preparation of witnesses, deposition and testimony to the extent such compelled disclosure is in connection with a lawsuit or legal proceeding to which you are a party or to the extent fees are incurred in connection with reasonable assistance we provide to you in connection with your efforts to contest disclosure.

Injunctive Relief.

The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 11 and that, in the event of an actual or threatened breach of the provisions of this Section, 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.

Customer Data.

You represent and warrant that you have provided (and will continue to provide) adequate notices and have obtained (and will continue to obtain) the necessary permissions and consents to provide Customer Data to us for use and disclosure pursuant to our Use of Customer Data Section.

Services.

We represent and warrant that the Services will perform materially in accordance with the applicable Documentation. Intouch’s sole obligation, and your sole and exclusive remedy, in the event of any failure by Intouch to comply with this will be for Intouch to, at Intouch’s option, re-perform the affected Services or refund to you the fees you actually paid for the affected Services.

GENERAL DISCLAIMER.

WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND INTOUCH MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND INTOUCH 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. INTOUCH ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, AND Intouch SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA OFFERING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INTOUCH WILL NOT BE LIABLE AND WILL HAVE NO OBLIGATION TO INDEMNIFY CUSTOMER FOR SENSITIVE DATA THAT YOU OR ANY END USER SENDS TO INTOUCH.

Indemnification by You..

You will defend Intouch Communications, its officers, directors, employees, and affiliates ("Intouch Indemnified Parties”) from and against any claim, demand, suit or proceeding made or brought against a Intouch Indemnified Party by a third party alleging or arising out of (a) your or any of your End Users’ breach of these Terms or your obligations under Section Customer Responsibilities, Restrictions and Requirements, or breach of your representations or warranties; (b) your or any of your End Users’ use of the Services or any activities under these Terms; or (c) your Customer Application, including, without limitation, any intellectual property claims for infringement or misappropriation relating to each Customer Application (collectively, “Customer Indemnifiable Claims”) and will indemnify Intouch from any damages, attorney fees, and costs finally awarded against Intouch Indemnified Parties as a result of, or for amounts paid by Intouch Indemnified Parties to settle a Customer Indemnifiable Claim under a settlement for which you have given your written approval.

These terms become effective on the day you click “I Accept” or when you or someone else starts using our services under your customer account.

Either we or you may terminate these terms and close your Intouch account(s) for any reason 30 days after one of us tells the other in writing. However, if there are any order forms in effect, then these terms won’t terminate until all order forms have expired or been terminated.

If you significantly breach these terms, and don’t fix the breach within five (5) days of us telling you about the breach, then we may terminate these terms and close your Intouch account(s). Similarly, if we significantly breach these terms, and don’t fix the breach within five (5) days of you telling us, then you may terminate these terms.

Compliance with Laws.

You will comply with the applicable law relating to your respective activities pursuant to these Terms. Intouch will provide the Services in accordance with laws applicable to Intouch’s provision of the Services to its customers generally (i.e. without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement and the Documentation.

No Waiver, Order of Precedence.

Our failure to enforce at any time any provision of these Terms, our Acceptable Use Policy, or any other of your obligations does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, our Acceptable Use Policy, or any of your other obligations, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (except as otherwise expressly set forth in an applicable Order Form): (1) the Terms of Service and (2) the Documentation (3)product-specific terms.

Assignment.

You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be void. Intouch may assign these Terms, in whole or in part, without consent. These Terms will be binding on both you and Intouch and each of our successors and assigns.

Relationship.

You and Intouch are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and Intouch will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. You and Intouch will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms. Neither you nor Intouch has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.

Severability.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.

Notices.

Any notice required or permitted to be given hereunder will be given in writing to the party at the address specified in this Agreement by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email.

Force Majeure.

No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.

Governing Law.

These Terms will be governed by and interpreted according to the laws of the Republic of Rwanda without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. Any legal suit, action or proceeding arising out of or related to these Terms or the Services shall be instituted in either the state or federal courts of Rwanda, and we each consent to the personal jurisdiction of these courts.