Terms & Conditions
You may not (and may not permit any third party to) use the Service in a manner contrary to the requirements of us, a mobile operator, regulator or self-regulatory body. Our Services may be used only for lawful purposes and may not be used for any illegal, improper or abusive activities.
The following list gives examples of uses of the Services that are illegal, improper or abusive. This list is provided by way of example and is not exhaustive and it is your responsibility to comply with all applicable laws.
Damaging, interfering with or adversely impacting the availability, reliability, or stability of our Services or third party systems and networks relating to our Services.
Overburdening, disabling, or launching or facilitating a denial of service attack on any of our Services or third party systems and networks relating to our Services.
Attempting to circumvent or break any security mechanism on any of the Services or using the Services in any manner that poses a security or other risk to us, our vendors, any user of our Services, or any of our or their respective customers.
Benchmarking, tampering with, unauthorized testing, reverse-engineering, decompiling, or otherwise using the Services in order to find limitations or vulnerabilities or evade filtering capabilities, or any other purpose not authorized by us.
Interfering with a third party’s use and enjoyment of our Services.
Using the Services in any manner that may subject us or any third party to liability, damages or loss.
Using the Services in any manner that violates any applicable third party policies or requirements (including, without limitation, using the Services in any manner that violates the Mobile Marketing Association guidelines and/or best practices, carrier guidelines, or any other applicable industry standards).
Using your account to engage in fraudulent activity with respect to third parties or otherwise bypass legitimate identification systems.
Impersonating any person or entity without his, her or its consent.
Where prohibited by applicable law, engaging in spamming, or other unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations such as, without limitation, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, Telephone Consumer Fraud & Abuse Prevention Act, Children’s Online Privacy Protection Act, and the Do-Not-Call Implementation Act.
Using the Services in violation of the Electronic Communications Privacy Act, the Regulation of Investigatory Powers Act, or any other analogous law or regulation applicable to your use of the Services.
Using the Services in connection with any unsolicited, unwanted or harassing messages or other communications.
Where prohibited by applicable law, using our long virtual numbers for marketing purposes.
Offering or purporting to offer any Emergency Services. “Emergency Services” means services that allow a user to connect with emergency services personnel or public safety answering points such as 911 or E911 services.
Using manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Services; linking to the Services without our express written consent; or harvesting or scraping any Content from the Services, including without limitation, harvesting or otherwise collecting information about others, including email addresses or phone numbers, from our website without their express consent
Violating or facilitating the violation of any country, state, local or international law, rule, legal order, or regulation.
Engaging in any activity that the Nigerian Communication Commission (NCC) or any similar entity or authority in any other jurisdiction has restricted or regulated with regard to proper use of the public telephony network.
Using the Services, or a component of the Services, in a manner not authorized by us.
Reselling, sublicensing, renting or timesharing the Services or any portion of our Services (including, without limitation data received through the Number Insight or Verify Services) without our express, specific prior written consent in an agreement. In any event, any permitted resale is conditioned upon your obtaining, maintaining, and providing to us upon request, reasonable Know Your Customer information in compliance with applicable law for each of your direct and indirect customers using the Services, and may not be extended to anonymous users. Without limiting the foregoing, you must maintain the following information for each of your users using the Services: name, verified telephone number, verified e-mail address, method of payment, payment information, and IP address.
Using our long virtual numbers or voice numbers to receive messages for the purposes of identity verification, bulk messaging, automated messaging, messages using automated dialing, pre-recorded messaging, and the like.
Forwarding from a virtual number to a dead endpoint (e.g. if you forward from a virtual number, you must make a reasonable attempt to receive or answer the message, as applicable).
Using the Services in any manner that results in charges to ediarosms by third parties, such as originating access charges, dip charges, collect calls, calls made to NPA-976-XXX or 900-XXX-XXXX numbers, or any other number or service where the calling party is billed for the call by the calling party’s provider on behalf of the terminating provider or its customer; or otherwise calling or sending messages to Premium Number ranges without our prior written consent in each instance.
Bundling, aggregating or otherwise combining in any way any messages originating from any other telephone number, or engaging in group messaging; each number shall only be used for messages originating and terminating to such single, unique telephone number.
Using the Services in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, or other devices or systems in which malfunction of the Services would result in foreseeable risk of injury or death or the operator of the device or system, or to others.
Engaging in activities or, uploading, downloading, submitting, transmitting, distributing or facilitating the distribution of, any information that contains “inappropriate content” in connection with the Services. Inappropriate content includes, but is not limited to, content that:
May be considered libelous, slanderous, defamatory, threatening, sexually explicit, vulgar, profane, obscene, offensive, abusive, malicious or otherwise harmful to any person or entity, constitutes or promotes “hate speech” or is otherwise discriminatory based on race, sex, creed, religion, nationality, disability, sexual orientation, language, or age.
Is fraudulent, deceptive, inaccurate or misleading (including, without limitation, by creating a false identity or forged email address or header, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin or contents of a message or other communication using your account).
Contains or transmits viruses, trojan horses, worms or any other malicious, harmful, or deleterious programs or similar destructive programming routines.
Interferes with or disrupts networks connected to the Services or violates the regulations, policies or procedures of such networks.
Promotes, markets or otherwise relates to illegal activities or terrorism.
Infringes on, misappropriates, or violates any intellectual property rights or other rights of third parties, including but not limited to trademark, copyright, patent, trade secrets, rights of publicity, and rights of privacy.
Constitutes or relates to “adult services” or content of an adult nature, including, without limitation, content that contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion.
Includes sensitive financial or identification information or documents.
Uses or includes any Open Source Software in connection with the Services in any manner that requires that any portion of the Services be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients. “Open Source Software” means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU’s General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License, (ii) The Artistic License (e.g., PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) the Sun Industry Standards License (SISL), (vii) the BSD License and (viii) the Apache License.
- Our Services
- Changes. We strive to continually improve our Services and offerings. You acknowledge that we may change our APIs from time to time, and that it is your responsibility to ensure that your use of our Services is compatible with then-current APIs for the Service. While we endeavor to avoid changes to our APIs that are not backward compatible, in the event that such a change is implemented we will use reasonable efforts to inform you of any material changes with notice whenever possible so that you can adjust your applications.
To access and use certain of our Services, you will need to create a membership account on the Site (an “Account”). You must provide accurate and complete information and keep your Account information updated. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure; we will not be liable for losses caused by any unauthorized use of your Account by a third party. You may never use a third party’s account, registration information, or password on the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from Government authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You have the ability to update or delete your Account by emailing firstname.lastname@example.org.
- License; Ownership; and Intellectual Property.
- resell any portion of the Services unless we otherwise specifically agree in a writing signed by ediarosms in each instance;
iii. (A) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such reverse-engineering restrictions, (B) alter, modify, translate, or otherwise create derivative works of any part of the Services, or (C) copy, rent, lease, license, timeshare, distribute, or otherwise transfer any of the rights that you receive hereunder in any manner or medium; or
- use the Services in connection with any call types that would result in us incurring originating access charges, local exchange carrier “DIP” fees or other call types that may be subject to any reverse billing process, application or charge. In the event of a violation of this Section, ediarosms may (i) immediately suspend or terminate the Service, and (ii) charge you an additional fee per minute of use or SMS, as applicable) for all inbound SMS and voice Services from and after the date of any violation, and you shall promptly reimburse any additional amounts ediarosms is required to pay a third party resulting therefrom.
- Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users that is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
- License to Your Public Website Submissions in Public Forums. The Site may contain certain features that allow you to publicly post comments, text, data, information, and other Content. Participation in these public forum areas of the Site is optional. By submitting any Content that is added, transmitted, submitted, distributed, or posted to the Site or displaying, publishing, or otherwise posting any content on the Site (“Website Submissions”), you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, and sublicensable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit Website Submissions in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your Website Submissions through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Website Submissions as permitted through the functionality of the Site, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your Website Submissions, including the right to grant additional licenses to your Website Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. For the avoidance of doubt, you are not required to send us such public Website Submissions and you can always choose not to do so.
- Telephone Numbers. You acknowledge and agree that the use of our Services or any of the telephone numbers that we provide in connection with use of the Services do not grant you any ownership or other rights in the number other than the limited, revocable use rights expressly set forth in this Agreement. You do not have the right to use those numbers indefinitely. You acknowledge and agree that telephone numbers we provision may be reclaimed by us or the applicable supplier from time to time during the Term, and may be re-assigned to other customers after the Term. You may not transfer or assign the numbers we provide to you unless otherwise mutually agreed in writing. Except as otherwise provided in this Agreement with respect to suspension or termination of the Services, we will endeavor to provide you with reasonable notice in the event of any such reclamation.
You agree to defend and indemnify ediarosms from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, that arise from or relate to your use or misuse of, or access to the Site and/or Services or otherwise from your violation of these Terms or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.
- Fees and Payment.
Pricing and Payment
The price payable by you for the provision of the Services is set out on the pricing page of the Site. You agree to pay all fees required in full for use of the Services requested by you, which as described on the Site are inclusive of value added tax (“VAT“). You will be liable for and will reimburse Ediarosms for all sales, VAT or other taxes imposed in connection with or arising from the provision of Services. ediarosms reserves the right to change its prices at any time without notice, provided that any such changes shall be posted on the Site. The fee payable by you for the Services shall be the fee applicable as at the date that you submit an order for Services. You acknowledge and agree that this fee may be more than the fee quoted at the time you purchased the relevant credit. You are therefore responsible for reviewing the Site regularly for information regarding changes to pricing.
Free trials are offered to new users on the Site. During any free trial period no fees are payable. On signup, Users will be allocated and credited a specified balance to their account for testing purposes. On the expiration of your free trial, you will be required to pay the applicable fees to continue using the Services. Payment shall be made by choosing your payment method, submitting your payment information to load credit on your account. You may not request more than one ‘free trial’ and any attempts of multiple trials will be rejected and will be charged at the applicable fee level for the Services requested. More than one free trial per company or organization is not permitted. All decisions by ediarosms on free trial eligibility and use shall be final.
In the event of non-payment, regardless of whether Services have already been supplied by ediarosms, we shall be entitled to immediately proceed with collection remedies and shall be entitled to recover any and all costs, fees, and expenses of such collection efforts, including but not limited to legal fees incurred in the pursuit of collection of fees due and payable under these Terms.
- Billing. We use third-party payment processors (“Payment Processor”) to facilitate your payments through a payment account linked to your Account for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms and Conditions. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms referenced in Section 7(a) above, and you authorize us, through the Payment Processor, to obtain payment from your chosen payment provider (“Payment Method”).
- Payment Method. Subject to Section 7(a) above, the terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, Digital Currency or other provider of your chosen Payment Method. To change your payment method, go to your ediarosms dashboard, place an order and select another preferred payment option.
- Auto – Reload. Some of the Paid Services may accept recurring period charges as agreed to by you on the Site. By choosing such auto-reload payment plan, you acknowledge that such Services have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, CONTACT US VIA SUPPORT@EDIAROSMS.COM
- Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. IF YOU HAVE REQUESTED AUTO-RELOAD PAYMENTS, YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN YOUR EDIAROSMS DASHBOARD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE CANCELLED AUTO-RELOAD OR TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
- Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must only be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged the non-promotional rate for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged the non-promotional rate for a Paid Service, please contact us at email@example.com.
- Changes. You acknowledge that we reserve the right to change our fees from time to time, in our sole discretion. Your continued use of the Services after a price change becomes effective constitutes your agreement to pay the changed amount.
- Taxes. Unless otherwise provided on the pricing page, all charges and fees for the Services are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings (“Taxes”). You will be solely liable for and will pay upon demand all Taxes associated with your access to and use of the Services and shall not deduct any such amounts, or any other withholdings, set-offs or deductions, from amounts you owe us. Without limiting the foregoing, if either you or ediarosms (or its applicable affiliated entity) is compelled to pay any such Taxes or make such deductions or withholdings, then you shall pay Ediarosms such additional amounts as are necessary to ensure receipt by ediarosms of the full amounts which ediarosms would have received but for such deductions, withholding and/or the payment of such Taxes. Subject to the foregoing terms, ediarosms shall remain responsible for its own income taxes. Upon our request, you will provide us with all information relevant to your payment or owing of all applicable Taxes.
- Late Payments and Additional Carrier Charges you Incur. We may charge you for any fees and costs we incur from wireless carriers directly in relation to your use of the Services (e.g. interworking charges that your traffic generates in relation to ported numbers; fees for providing provisioning services in relation to our dedicated short code service; charges arising from calls made in violation of our Acceptable Use Policy). These charges will be deducted from your account the month after we have received an invoice from the applicable carrier or third party; if your account has insufficient credit, you shall pay all such amounts promptly upon written demand.
- Refund Policy. Except as otherwise expressly set forth above in these Terms and conditions, any fees paid by you to ediarosms are non-refundable. Without limiting the foregoing, any billing disputes must be initiated within Fifteen (7) days of payment (or invoice if sooner) to be considered, by contacting us at firstname.lastname@example.org, and upon expiration of such thirty (7) day period you will not be entitled to dispute any fees paid or payable to ediarosms. The parties will work together to attempt to resolve any applicable dispute. ediarosms reserves the rights to: (i) except with respect to Termination Refunds, issue any mutually agreed refunds in the form of a credit to your Account; (ii) deduct the costs of issuing any refund from any amounts otherwise payable (e.g. bank transfer fees and Payment Processor charges); (iii) issue any refunds in ediarosms’s sole discretion either in the same currency that payment was originally made or in Naira; (iv) negatively adjust any refundable amounts to reflect foreign currency exchange changes since the payment date, for which you bear the sole responsibility and risk; (v) withhold payment to the extent that Ediarosms determines in its reasonable discretion that payment to a country, individual or entity is illegal or reasonably impractical; and (vi) determine in its sole reasonable discretion the means by which it will issue any refunds.
- Customer Obligations and Responsibilities.
- Compliance with Law. You represent, warrant, and agree that you shall abide by all applicable local, state, national and international laws and regulations then in effect at the time of your use of the Services, and you will not directly or indirectly use the Services for any illegal, immoral or improper purpose or in any manner which contravenes these Terms and Conditions or our Acceptable Use Policy, and you will not allow any third party to do so. You specifically represent that you are aware of and understand the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, the Electronic Communications Privacy Act, and the Do-Not-Call Implementation Act, and any analogous laws in jurisdictions relevant to you, and that you shall comply with those laws, in addition to all other applicable laws, rules, and regulation, and requirements of our Acceptable Use Policy in connection with your use of the Services at all times. You shall retain documentation evidencing your compliance with these Terms and Conditions (including without limitation documentation establishing that you have obtained all required consents, authorizations and approvals relating to your use of the Service) throughout all applicable limitations periods. We reserve the right, but without any obligation, to monitor and audit your use of our Services for any reason or no reason, without notice, to ensure your compliance with these Terms and Conditions. You agree to provide us with any information we reasonably request to investigate and resolve problems relating to your Account. We reserve the right in our sole discretion to investigate and take appropriate legal action against anyone who, we believe in our sole discretion, violates our Terms and Conditions, including without limitation, reporting information to law enforcement authorities.
- Internet Connectivity. You are responsible for providing suitable hardware or communications equipment, and for all other infrastructure necessary to ensure your access to our Services. You are also responsible, at your own expense, for the provision and the regular monitoring of telecommunication and access infrastructure between your operations center and our platform.
- Additional Representations. You represent and warrant that: (i) the information you provide in connection with your registration for the Services is accurate and complete, (ii) you are duly authorized to do business in the jurisdiction where you operate, and (iii) you are an authorized representative of your entity, duly authorized to access the Services and to legally bind the entity you represent to these Terms and Conditions of all transactions conducted under your Account. In connection with your User Content, you affirm, represent, and warrant that (and that you can and will demonstrate to our full satisfaction upon our request that): (A) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all text, information, images and sounds contained therein and to enable inclusion and use of the same in the manner contemplated by the Services and these Terms and Conditions, (B) you have all written consents, releases, and/or permissions required in connection with your User Content in the manner contemplated by the Services and the Terms and Conditions, and (C) the posting, transmission, distribution, display and other exploitation of your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. You agree to pay all royalties, fees, and other monies owing any person or entity by reason of your User Content.
- Indemnity. You shall defend, indemnify, and hold harmless us, our affiliates, suppliers, and partners, and each of our and their respective employees, contractors, directors, officers, and representatives from and against any and all damages, liabilities, claims, demands, obligations, losses, fines, penalties, and expenses, including without limitation reasonable attorneys’ fees and costs, that arise from or relate to (i) your User Content, (ii) your use or misuse of, or access to, the Services or Content, and/or (iii) your violation of these Terms and Conditions, or violation or infringement by you, or any third party using your Account, of any intellectual property, privacy, or other right of any person or entity. We agree to promptly notify you of any such claim, to permit you to control the defense and/or settlement thereof (except to the extent such claim relates to our platform, other Services, or intellectual property or other rights, in which case we reserve the right to assume the exclusive defense and control of such matters and you will assist and cooperate with us in asserting any available defenses), and to reasonably assist you at your expense and reasonable request in connection therewith; provided that (i) we may participate in the defense of any such claim through counsel of our own choosing, (ii) you shall not admit liability or responsibility on our behalf, or settle or compromise any claim without our prior written consent (which shall not be unreasonably withheld).