These 一般条款和条件 are applicable if you signed up for MessageBird’s 服务 (including through any of its 隶属关系s) on or after 28 February, 2022 and before 03 May 2023. If you signed up for MessageBird’s 服务 (including through any of its Affiliates) before 28 February, 2022, archived Terms and Conditions are available 这里. If you signed up on or after 03 May 2023, MessageBird provides Services under these 一般条款和条件及相关规定.
这些是我们的条款!除非你是，或者你在一个与我们有单独书面协议的公司工作，这些条款是你和我们之间有约束力的合同，管理你对我们服务的使用。边上提供的注释只是为了帮助你理解这些条款，而不是*合同的一部分。
简介
Thanks for choosing MessageBird! Our mission is to make communicating with a business as easy as talking to a friend, and that starts right here. Please review these Terms and Conditions (referred to as these "Terms") carefully, as they form a part of the legal agreement between you and us in regards 到 Services we offer. In these Terms, we refer collectively to these Terms, the 数据处理协议, 文件, 产品专用术语, and applicable 订购表(s) (as defined below) as the "协议." ǞǞǞ Agreement sets out the full terms of the legal agreement between you and us in relation 到 Services we offer.
ǞǞǞ terms “you,” “你的。” or “客户” refer to you, and the terms “we,” “us,” “我们的。” or “MessageBird” refer to the MessageBird contracting entity listed in 第15节 (Contracting Entity), unless otherwise stated on your Order Form. You or MessageBird may also be referred to individually as a “派对” and together as “党派” in these Terms. An “Affiliate” means any entity that directly or indirectly 控制s, or is controlled by, or is under common control with the Party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity or the power to direct the management and policies of the subject entity.
你需要创建一个账户来使用我们的服务，并且必须保持你的信息是最新的。在创建账户时，你同意我们的条款，并确认你被授权这样做。你的任何附属机构，如母公司或子公司，必须创建他们的账户，除非你让他们访问，在这种情况下，你要对他们的行为负责。
1.您的账户
1.1 账户创建. You will be asked to create an account in order to use the Services. In order to create an account to use the Services, you must (a) be legally able to represent the company or business contracting our Services; and (b) review and accept this Agreement on its behalf. To create an account, you will be asked to provide your email address and/or phone number, and create a password. You agree to (a) provide true, current, and complete information when creating an account; and (b) keep that information true, current, and complete during your use of the Services.
1.2 联营账户. If any of your Affiliates want to use the Services, (a) each Affiliate must accept these Terms individually and create their own account, which may require a separate Order Form; or (b) you may allow your Affiliates to use the Services without entering into a separate Order Form by providing such Affiliate(s) a login ID, password, and/or API key to access and use the Services. If you provide Affiliate(s) with access to your account, this Agreement applies to each Affiliate, and you are directly and primarily responsible for all access to and use of the Services by your Affiliates. In such case, references in these Terms to you includes a reference to your relevant Affiliates.
我们的服务包括您所使用或订购的我们的任何产品和服务。
2.我们的服务
2.1 Services. The “Services” means all products and services provided by us or our Affiliates that are (a) ordered by you under any applicable ordering document (including applicable documentation made available to you through a 场地 online, or otherwise) between the Parties that specifies pricing and other commercial terms (“Order Form”); or (b) used by you. The Services are designed and intended for commercial use only and are not intended for personal or private individual use. As our Services are business oriented, you should understand that our Services do not provide access to emergency services or emergency service providers including the police, fire departments, or hospitals, or otherwise connect to public safety answering points. You should ensure that you have separate access to those services using your regular communication channels such as phone or mobile.
我们有许多关联公司，其中一些公司可能不时地代表我们向您提供服务。
2.2 我们的附属机构. Our Affiliates may provide the Services, or a portion thereof (including but not limited to ancillary services, such as billing), to you in accordance with these Terms and any applicable Order Form(s). We will (a) be responsible for the Services our Affiliates provide and (b) not be relieved of our obligations under these Terms if our Affiliates provide the Services or a portion thereof. Where this Agreement refers to obligations you owe to us and obligations we owe to you, we may exercise our rights and entitlements and discharge our obligations through our Affiliates.
我们一直在努力改善我们的服务，包括不时地更新我们的特点或功能。当我们这样做的时候，我们会通知你这些更新，例如通过网站帖子、电子邮件或应用内通知。
2.3 对服务的改变. From time to time, we may change the features and functions of the Services. If we do, we will use reasonable efforts to notify you of such changes, such as posting an announcement on our website or sending you an in-application notice or email. We agree such changes to the Service will not materially diminish the overall features or functionality of the Services. Your continued use of the Services following the posting or notice of the changes will constitute your acceptance of such changes. If you do not agree to such changes, you must stop using the Services immediately. If applicable law requires us to give you specific notice of any such change, we will notify you in accordance with 第12条（本条款的变更）.
请不要滥用我们的服务。如果你这样做，我们可能会暂停你的账户，你将负责任何费用和损失。
2.4 帐户暂停. While we have no obligation to screen or monitor any content or communications, we may suspend your account(s) immediately if, we reasonably determine: (a) that you or any users of your 客户申请 (as defined below) have materially breached any part of this Agreement, including our 产品专用术语 and any limitations included in an Order Form or on a Site; (b) that our provision or your or another user’s use of the Services is prohibited by applicable law or regulation or the terms of any third-party providers; (c) there is any use of the Services by you or any users of your Customer Application that in our judgment threatens the security, integrity, or availability of the Services; or (d) that your account information is untrue or incomplete. If we suspend your account due to your actions or omissions pursuant to this Section 2.4 or 第4节（费用和支付条款）, we will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result. You will remain responsible for the 费用 (as defined below) during any suspension.
虽然我们努力保持我们的服务不受干扰，但有时也会出现暂时无法使用的情况，包括预定的维护。我们将试图在任何中断之前通知您，但除了订单或服务水平协议中规定的以外，我们将不对因停机而造成的任何后果负责。
2.5 维修和停工期。 Our Services may become temporarily unavailable: (a) to perform scheduled or unscheduled maintenance, modifications, or upgrades; (b) due to hardware failures, power outages, or failures of third-party providers; (c) to mitigate or prevent the effects of any threat or attack to the Services or any other network or systems on which the Services rely; or (d) as required for legal or regulatory reasons. We will make a reasonable effort to notify you in advance of any scheduled Services unavailability. Except as provided for in an Order Form, on a Site, or SLA, we will have no liability for any damages, losses (including loss of data or profits), or any other consequences incurred as a result of unavailability of Services or the failure to provide notice of unavailability.
我们致力于开发测试产品，你可能会被邀请使用它们或其他免费服务。当然，你不需要使用它们，而且请注意我们可能在任何时候中止它们。
2.6 贝塔产品. You may be permitted to use our Service free of charge, or we may invite you to test out products or features of our Services that are not generally available to all of our customers or to the public (collectively, “贝塔产品”). We are not obligated to provide Beta Products to any customer or to our general customer base and may choose to discontinue a Beta Product at any time.
我们为我们的一些服务提供服务水平协议。如果我们没有达到我们的服务水平协议，你可能有权获得服务积分。
2.7. SLA. Some Customers may have the right to claim service credits in accordance with the SLA if an SLA Eligible Service (as defined in the SLA) does not meet the relevant uptime specified in the SLA. However, Beta Products are inherently less mature than other functionalities and so they, and any Services provided for free, are explicitly excluded from any SLA commitments.
我们的服务包括您所使用或订购的我们的任何产品和服务。
3. Responsibilities
3.1 我们的责任. We will (a) make the Services available to you in accordance with (i) the Agreement, including any applicable Order Form(s), and (ii) any publicly available technical documentation for such Services (“文件”) made available to you through MessageBird’s or an Affiliate’s web domain (“Site”); (b) maintain a written and comprehensive information security program (“安全概述”), a summary of which is available here (or is otherwise available on request in respect of the Services of our Affiliates); and (c) provide the Services in accordance with all laws applicable to our provision of the Services to customers generally (i.e. without regard to your particular use of the Services).
探戈需要两个人，所以你也有一些承诺，包括遵守这些条款和法律。特别是，你要对任何滥用服务的行为负责，包括你或你的用户提交给服务的任何数据。我们将不对因您滥用我们的服务而造成的任何损失或损害负责。
3.2 你的责任. You agree to use the Services only in accordance with how the Services have been made available to you by us, these Terms and any applicable 文件, Order Form(s), documentation on the Site, and applicable law. You will be solely responsible for (a) all use of the Services under your account, including prohibited acts such as reverse engineering, copying, disassembling, decompiling, or modifying, copying or creating derivative works of any part of the Service; (b) all acts, omissions, and activities of anyone who accesses or otherwise uses any Customer Application (defined below); (c) any data and other information or content submitted by you or for you (or by a user of your Customer Application) under the Agreement and processed or stored by the Services (“客户数据”); and (d) all applications, web domains, devices, and communication channels owned or controlled by Customer or owned or controlled by third parties and made available by Customer to its actual users which access, use, interact with, or depend on the Service (each, a “Customer Application”).
您不会向第三方转让、转售、租赁、许可或以其他方式提供服务（除非在协议中特别允许用户通过客户应用来访问服务）。您同意对我们从执法部门、监管机构或电信供应商处收到的信息要求提供及时和合理的合作。您有责任防止通过您的账户对服务进行未经授权的访问或使用，并将及时通知我们任何此类未经授权的访问或使用。我们将不对因未经授权使用您的账户而造成的任何损失或损害承担责任。您不得使用我们的服务或允许其被用于传输不适当的内容，例如：(i) 未经请求的内容；(ii) 违反任何法律、监管、自律、政府、法定或电信网络运营商的要求或业务守则的内容。(iii) 是色情、辱骂、种族主义、淫秽、攻击性、威胁性、骚扰性、诽谤性、歧视性、误导性或不准确的；(iv) 是有害的，包括但不限于仇恨言论；或(v) 鼓励暴力、歧视或非法、不道德的行为。我们可以从服务中删除任何不适当的内容和/或暂停您对服务的访问，而无需事先通知，也无需对任何损害、责任、损失（包括任何数据或利润的损失）或您可能因此而产生的任何其他后果负责。
如果你得到了一个报价，它对任何一方都没有约束力，直到在订单上签字，或在你的客户门户网站上提供。
4.费用和支付条款
4.1 报价表. Unless explicitly specified otherwise, all price quotations are non-binding and may be adjusted if other or additional information is provided.
您同意pay 您所购买的服务，包括您的订购单或本部分链接的网站上列出的费用。此外，某些服务的使用可能有限制，因此如果您超出了这些限制并产生了额外费用，您同意pay 。
4.2 费用和帐单信息. You agree to pay all fees in accordance with the then current applicable rates from time to time available at https://www.messagebird.com/pricing (or as otherwise specified for the other Services of our Affiliates), unless otherwise specified in the applicable Order Form(s), documentation on the Site, or invoice (“服务费”). You will provide complete and accurate billing and contact information and notify us of any changes to such information. Customer’s use of the Services may be subject to certain usage limitations listed in the Order Form or in documentation on the Site (“限制条件”). If Customer’s use of the Services exceeds those Limitations, Customer will pay the applicable Overage Fee listed for such Service in the Order Form or as described on a Site. Overage Fees will be considered part of the Services Fee and will be invoiced or charged to the credit card or other payment information on file, as applicable, based on the Overage Billing Frequency stated in the Order Form or as listed in the customer’s portal. If the Overage Billing Frequency is not listed in the Order Form or in the Customer’s portal on the Site, the Overage Fees will be billed and due in accordance with 第4节（费用和支付条款） of these Terms.
我们可能提供附加服务，以提高您对服务的使用。一些附加功能可能会产生额外的费用，这些费用将计入您的账户。
4.3 附加组件. Some features and services are offered as add-ons to the Services. If you add on a feature or service that has an additional fee, then you will be billed that additional amount with each billing cycle for as long as the add-on is active.
您同意pay 因使用本服务而产生的所有适用税款。税款将单独显示，以帮助您确定所欠税款。如果您有免税或增值税识别号，您有责任将其提供给我们。
4.4 税收. All Services Fees are exclusive of any (a) applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including sales, use, value-added, consumption, communications, digital services tax or withholding taxes; and (b) other indirect taxes, including any related interest and/or penalties and other government duties, as well as any other costs including transaction costs or bank transfer fees (collectively, “税收”). Taxes, other than withholding taxes, will be shown as a separate line item on an invoice. You are responsible for all Taxes associated with the Services and these Terms, excluding any taxes based on our net income (being corporate income tax), property, or employees. If you are exempt from any Taxes, you are responsible for providing us with a valid tax exemption certificate or a value added tax identification number (“免税”). If Taxes should be accounted for under a reverse charge mechanism or similar procedure, it is your responsibility to provide us with a valid registration number. If for any reason the appropriate taxing authorities determine that you are not exempt from any Taxes and we pay such Taxes, we will invoice you, including any applicable interest or penalties imposed by the appropriate tax authorities. You may withhold or directly pay Taxes with your purchase of the Services if required to do so by applicable law, but we will not be responsible for the determination of, or the application of such Taxes. In no event will the Services Fees be decreased by any Taxes and/or fees of any nature owed by you in connection with your purchase of the Services.
您同意pay 与使用服务相关的所有附加费和电信运营商费用。
4.5 附加费用. All Services Fees are exclusive of any applicable government, regulatory, or communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “通信附加费”). You will pay all Communications Surcharges associated with your use of the Services. Communications Surcharges will be shown as a separate line item on an invoice. Communications Surcharges may change at any time.
除非另有说明，所有费用均为欧元。
4.6 货币. All Fees shall be paid in the currency specified in the applicable Order Form or otherwise as listed on the Site. If no currency is specified, Fees are in Euros. If any Fees are paid in a currency other than Euros, the amount of such payment shall be calculated according to the official exchange rate as listed on www.oanda.com on the day when payment is made.
任何预付余额或信用在一年后失效。
4.7 预付信贷. Unless otherwise specified in the Order Form or on the Site, any prepaid balance or credits you purchase will lapse if you do not use the balance or credit within one year after the purchase date. We are not obliged to refund any prepaid balance or credit.
您承认您账户下产生的费用不予退还。您可以选择使用信用卡pay 或接收发票。如果您使用信用卡pay ，您必须确保您有足够的资金。如果您通过发票pay ，您同意在发票开具后 15 天内pay 费用。
4.8 支付条款. Payment obligations are non-cancelable and Services 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 第4.11节（付款争议）, you will pay the Fees due under these Terms in accordance with the following applicable payment method: (a) if you elect to remit fees using a credit card, you represent and warrant that you are authorized to use that credit card, that any and all Fees may be billed to that credit card, and that payment of such Fees will not be declined; or (b) if you elect to receive invoices and we approve you for the same, invoices will be sent to you 在 frequency set forth in the applicable Order Form and you will pay the Fees due within fifteen (15) days of the date of the invoice.
如果您在规定的到期日之前未pay ，我们可能会向您收取滞纳金或暂停您的账户，或两者兼而有之。
4.9 逾期付款. If you fail to pay the Fees in a timely manner, we may (a) assess and apply a late fee of the lesser of 1.5% per month of the value of the applicable Fees or the maximum amount allowable by applicable law and/or (b) suspend the Services to all of your accounts until the Fees are paid in full.
如果我们与您联系，而您未能pay 费用，我们可能会使用其他方法来行使我们收取付款的权利。
4.10 收费通知. If you still fail to pay the Fees after we send you a notice via email, we may send overdue payment reminder notifications via alternate means of communication such as SMS and any other communication channels available using the contact information provided by you.
如果你认为我们向你收取的费用是不准确的，你有15天的时间写信提出异议。如果你及时与我们合作解决争议，我们将不会向你收取滞纳金或暂停你的服务。
4.11 支付纠纷. You must notify us in writing within fifteen (15) days of the date we bill you for any Fees that you wish to dispute, or you will not be able to bring a dispute. So long as you act promptly and cooperate with us to reach a resolution, we will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless we determine your dispute is not reasonable or brought in good faith. All undisputed fees remain due according to schedule.
不是所有的发票都会来自我们。我们的部分服务可能是由我们的关联公司提供的。这些附属机构可能会就您所使用或订购的服务向您收费。
4.12 联营公司账单. Our Affiliates may directly bill you (a) for the Services they provide; or (b) as a billing agent for us or another Affiliate of ours providing the Services.
我们花了时间来开发和创建我们为您提供的服务。我们拥有与我们的服务有关的所有知识产权。
5.知识产权和数据
5.1 服务的所有权. We, and or our licensors, as applicable, own and reserve all right, title, and interest, including without limitation, intellectual property rights, in and to the Services, the Documentation, and all modifications, extensions, customizations, scripts, or other derivative works of the Services and the Documentation. You may not without prior written approval reverse engineer, copy, dissemble, or decompile the Services, or remove any copyright, trademark or other proprietary rights notices contained in or on the Service.
我们还拥有通过我们的服务产生的所有数据，只要这些数据不直接或间接识别你或你的用户。
5.2 我们的数据. We own and reserve all intellectual property rights in and to any data that is derived from the use of the Services, including data that does not directly or indirectly identify you, your Affiliates, or users of your Customer Application, and, subject to applicable law, data that is de-identified and aggregated such that it does not identify the identity of you or users of your Customer Application to any third party (“信息鸟数据”). We grant to you a worldwide, limited-term, non-exclusive, non-transferable, royalty-free license during the applicable Term to access and use the MessageBird Data solely for your use of the Services and in accordance with the Agreement.
您向我们提交您的数据，以便我们（和我们的关联公司）可以向您提供服务。这是你的数据，你拥有它的所有知识产权。我们的数据保护协议和隐私声明详细说明了我们如何使用和保护您的数据。如果您不同意我们在这些文件中所述的使用，您必须立即停止使用我们的服务。
5.3 您的数据. You exclusively own and reserve all intellectual property rights in and to each Customer Application and Customer Data. You grant us and our Affiliates the right to process Customer Data as necessary to provide the Services in a manner consistent with these Terms, the 数据处理协议, and our 隐私声明. Your agreement to these Terms constitutes agreement to the terms of the 数据处理协议t, which is incorporated into these Terms as an Annex.
当你使用我们的服务时，你给了我们一个有限的许可，为向你提供服务的目的使用你的数据。
5.4 申请许可证。 For the sole purpose of providing the Services, you grant us and our Affiliates a worldwide, royalty-free, non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute, any Customer Data introduced by you or on behalf of you into the Services, such as, but not limited to, software or web applications you create in the course of using the Services.
您可以向我们提供关于我们服务的反馈意见，但这是可选的，我们拥有对反馈意见的所有权利。
5.5 反馈信息. We appreciate any suggestions, recommendations, or feedback, but please note that they are entirely voluntary and we own and reserve all intellectual property rights in and to any feedback provided by you or any users of your Customer Application regarding the Services.
我们不会分享对方的保密信息，也不会为履行这些条款规定的义务以外的任何其他原因使用对方的保密信息。此项限制的唯一允许的例外情况在这些条款中有所描述。
6. Confidentiality
6.1 定义. “机密信息” means any information or data disclosed by one Party (“披露方”) to the other (“收货方”) that is marked as confidential or that should be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure (eg. Order Forms, Customer Data, pricing). Confidential Information does not include any information which: (a) is independently publicly available; (b) was rightfully known by Receiving Party prior to disclosure by Disclosing Party; (c) was lawfully disclosed to Receiving Party by another party not under any obligation or breach of confidentiality; or (d) is independently developed by or for Receiving Party without use of or reference to the Confidential Information of Disclosing Party.
6.2 使用和披露. Unless agreed to in writing, Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose other than fulfilling Receiving Party’s rights and obligations under the Agreement; or (b) disclose Confidential Information to any third party except for entities (eg. Affiliates, contractors, legal counsel) (collectively, “代表们”) who have a “need to know” in order for Receiving Party to fulfill its rights and obligations under these Terms. Representatives will be bound to protect Confidential Information under the same terms of confidentiality as the Receiving Party, and Receiving Party will be responsible for any breach by Representatives of those obligations.
6.3 强制披露。 Receiving Party may disclose Confidential Information of Disclosing Party to the extent compelled by regulation, law, subpoena, court order or contractual obligations with telecommunications providers, provided (i) Receiving Party promptly gives Disclosing Party prior notice of the compelled disclosure to the extent legally permitted, (ii) Receiving Party discloses only the Confidential Information legally required, and (iii) Receiving Party provides reasonable assistance, at Disclosing Party’s sole expense, if Disclosing Party wishes to contest the disclosure.
您承诺，您有权收集和分享您提交给我们服务的任何数据。
7.陈述、保证和免责声明
7.1 你的陈述和保证. You represent and warrant that you have obtained all the necessary permissions or consents to deliver Customer Data to us for use and disclosure pursuant to this Agreement.
我们承诺，服务将按照我们的文件中描述的那样运作。
7.2 我们的陈述和保证. We represent and warrant that the Services will perform materially as set out in the applicable Documentation. Our sole obligation, and your sole and exclusive remedy, in the event of any failure in this regard will be for us to, at our option, (a) take commercially reasonable efforts to correct the material failure; or (b) refund to you the Fees you actually paid for the time period during which the material failure affected the Services.
我们都承诺，我们有签订此合同的合法权利。
7.3 管理局. Each Party represents and warrants that it has the legal right and authority to enter into the Agreement, to perform its obligations under the Agreement, and to grant the rights and licenses described in the Agreement.
我们都承诺遵守所有反腐败和适用的法律和法规。你也承诺，在意识到有任何违反这些法律的行为后，你会迅速通知我们。
7.4 反腐败和国际贸易法. Each Party warrants that it will comply with all anti-corruption, anti-money laundering, sanctions, export controls, and other international trade laws, regulations, and governmental orders of the United States of America, the United Nations, the European Union, the United Kingdom or any other relevant governmental authority (“贸易和反腐法律”), including obtaining all necessary licenses and/or government approvals. You will promptly notify us in writing of any actual or potential violation of Trade and Anti-Corruption Laws in connection with your use of the Services and will take all appropriate actions to remedy or resolve such violations, including any actions requested by us.
除本第7条规定的保证外，您理解我们的服务是按现状提供的，我们不对服务作出任何其他承诺。你也明白，如果你的数据在我们的网络之外发生任何事情，或者因为你使用我们的测试版产品而发生任何事情，我们都不负责。
7.5 免责声明. Except for the warranties expressly provided in 第7.2节（我们的陈述和保证）, (a) the Services are provided “as is”; and (b) to the fullest extent permitted by law, we disclaim all other warranties (express, implied, or statutory) including any implied warranty of merchantability, fitness for a particular purpose, or any warranties related to third-party telecommunications providers. You acknowledge the internet and telecommunication providers are inherently insecure. Beta Products are provided “as is” with no warranties and representations. If any part of this 第7.5节 is determined to be unenforceable such that warranties and representations cannot be excluded, then all such express and implied warranties will, to the greatest extent permitted by applicable law, be limited in duration for a period of thirty (30) days after the effective date of the Agreement, and no warranties or conditions will apply after that period.
如果我们的服务侵犯了另一方的知识产权，我们将为您提供保护，并pay 赔偿您的任何损失。如果出现这种情况，您有权要求退款，或者我们将更新服务，使其不再侵犯对方的权利。如果您违反这些条款，或将我们的服务与其他产品结合使用，或免费使用我们的产品，则本保护措施不适用。
8.相互赔偿
8.1 我们的赔偿. We will indemnify you and your Affiliates and their respective officers, directors, and personnel (collectively, "客户赔偿方") on written demand against all damages, fines, penalties, settlement amounts pre-approved by us, costs, expenses, taxes, and other liabilities (including reasonable attorneys’ fees) (“损失”) incurred or awarded against you in connection with any claim, action, demand, suit, or proceeding (“要求”) made or brought against Customer Indemnified Parties by an unaffiliated third party alleging that your use of the Services violate their intellectual property rights (“侵权行为 要求”), and we will take all steps necessary to defend such Infringement Claim. In the event of an Infringement Claim, we reserve the right to (a) modify the Services to make them non-infringing; or (b) terminate the infringing Services and refund you any unused pre-paid fees. We will have no liability or obligation under this 第8.1节 with respect to any Infringement Claim to the extent arising from or out of (a) your use of the Services in breach of the Agreement; (b) the combination of our Services with other applications, products, or services where the Services would not by themselves be infringing; or (c) Beta Products or Services for which there is no, or you pay no, fee.
如果有人声称我们侵犯了他们的权利，因为你违反了法律或这些条款规定的责任，或者你损害了他们的知识产权，那么你将保护我们。
8.2 您的赔偿. You will indemnify us and our Affiliates and their respective officers, directors and personnel (collectively, “MessageBird的赔偿方”) on written demand against all Losses incurred or awarded against MessageBird Indemnified Parties in connection with any Claim by an unaffiliated third party alleging or arising out of your or any users of your Customer Application (a) breach of 第3.2节（您的责任）; (b) infringement or misappropriation of such third party’s intellectual property rights; or (c) violation of applicable laws, including applicable data protection laws (collectively, “客户可赔偿的索赔”), and you will take all steps necessary to defend such Customer Indemnifiable Claims.
如果任何一方要求根据第8.1或8.2节提供保护，提出要求的一方将让另一方控制谈判，并与另一方合作解决这一问题。
8.3 赔偿条件. As a condition of the foregoing indemnification obligations: (a) the indemnifying Party will assume exclusive conduct of the Claim (including litigation, settlement, and dispute resolution efforts); and (b) the indemnified Party will provide reasonable assistance in connection with the conduct of the Claim. The indemnified Party may appoint a non-controlling counsel to participate in the defense of the Claim at its own expense. The indemnifying Party will not settle any Claims for which it has an obligation to indemnify by 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.
除赔偿外，对第三方索赔没有其他补救措施。
8.4 独家补救措施. This 第8节（相互赔偿） states indemnifying Party’s sole liability to, and indemnified Party’s exclusive remedy against, the other Party for any third-party claims.
一般来说，任何一方都不对作为我们服务的间接结果的错误行为负责，或对未能履行这些条款规定的义务负责。
9.赔偿责任的限制
9.1 对间接、后果和相关损害的限制. In no event will either Party have any liability related to the Agreement for any lost profits, revenues, goodwill or data, business interruption or indirect, special, incidental, consequential, or punitive loss or damages, whether an action is in contract or tort or otherwise and regardless of the theory of liability.
一般来说，任何一方可能欠对方的直接损失都不会超过你在前12个月支付（或应该支付）的费用。
9.2 赔偿责任的限制. Our sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide an SLA Eligible Service (as defined in SLA) is the receipt of a Service Credit (if eligible) in accordance with the terms of SLA. To the greatest extent permitted by applicable law, neither Party’s liability shall exceed the amounts paid or payable for the Services giving rise to the liability during the twelve (12) month period preceding the first incident out of which the liability arose, regardless of the theory of liability or whether the action is in contract or tort or otherwise. We will have no liability regarding (i) Customer Applications, (ii) Beta Products, or (iii) loss of or damage to Customer Data while in transit via the internet or a telecommunications network.
上述第9.1和9.2节所述的责任限制的唯一例外是，如果你违反本合同规定的责任（包括支付费用），或你的赔偿义务。
9.3 赔偿责任限制的例外情况. None of these limitations on liability apply to (a) your breach of 第3.2节（您的责任）; (b) your breach of 第4节（费用和支付条款）; or (c) amounts payable pursuant to your obligations under 第8节（相互赔偿）.
我们为有你这个客户而感到兴奋和自豪。如果您使用我们的服务，我们可能会披露我们与您的伙伴关系以及您对我们服务的使用情况。然而，我们将根据您提供给我们的任何准则来披露这些信息。
10.宣传
您授予我们使用您的名字、标识和您的使用案例描述的权利，以便在我们的网站、客户名单或营销或宣传材料中提及您，但必须遵守您明确提供给我们的标准商标使用指南。
这些条款从您开始使用我们的服务之日开始，并将持续到您停止使用我们的服务。
11.期限、终止和存续
11.1 Term. These Terms commence on the date you accept them (or, where an Order Form applies, on the date specified in the Order Form) and continue until all Order Forms or Services used by you on the Site entered into under these Terms have expired or been terminated.
鉴于这些条款在您停止使用我们的服务之前一直有效，您使用我们的服务的允许期限由订单决定，或如客户门户中所述。
11.2 订购表格期限. We will specify your subscription period to the Services in the applicable Order Form or in the customer portal on the Site (the “最初期限”). Unless otherwise noted in the Order Form or on the Site, subscriptions will automatically renew for additional successive periods of equal duration to the 最初期限 (each, a “续约期限”, and together with the Initial Term, the “Term”) unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the Term. The applicable fee for any Renewal Term will be determined using the then-current list price applicable on the Site for such renewed Services unless different renewal pricing is specified in the Order Form.
如果我们中的任何一方严重违反这些条款，非违约方必须通知违约方，违约方有15天的时间来纠正这个问题。否则，非违约方可以终止这些条款。因任何原因终止这些条款可能导致您的所有账户被关闭。
11.3 因重大违约和其他理由而终止合同. Either Party may terminate the affected Order Form(s) or Services used by you in the event of a material breach if, after providing written notice of the breach, the other Party does not remedy the breach within fifteen (15) days. In the event of your material breach, we may also (i) terminate the Agreement, (ii) close all of your accounts, and/or (iii) prohibit you from creating any new accounts. We may also terminate or suspend this Agreement or the provision of certain Services with immediate effect by notifying you in the event we have substantiated reason to believe that your use of the Services (a) would constitute a breach of third-party application terms (including those set out in the 产品专用术语) or the terms of this Agreement; (b) is contrary to applicable laws, regulations, or public order; or (c) includes transmission of inappropriate content under 第3.2节.
如果对方是破产或类似程序的一部分，我们中的任何一方都可以终止这些条款。
11.4 因无力偿债而终止合同. Either Party may terminate this Agreement (and we may close your account) by written notice in the event the other Party becomes subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation.
如果您终止这些条款是因为我们严重违反了这些条款，那么我们将退还您预付给我们的任何费用。如果我们终止这些条款是因为您严重违反了这些条款，那么您仍有义务向pay 支付所欠的剩余费用。
11.5 终止时的退款或付款. If you terminate these Terms because of our material breach under 第11.3条（因重大违约行为而终止）。, we will refund to you any prepaid Fees covering the remainder of the term of all Order Forms or Services used by you in the customer portal on the Site after the effective date of termination. If we terminate these Terms because of your material breach under 第11.3条（因重大违约行为而终止）。, you will pay us any unpaid Fees covering the remainder of the Term of all Order Forms or Services used by you in the customer portal on the Site. In no event will termination relieve you of your obligation to pay any Fees payable to us for the period prior to the effective date of termination.
一旦这些条款被终止，您同意立即停止使用我们的服务，并且您将归还或销毁我们所有的数据和保密信息。我们也将删除您的所有数据和保密信息。一些例外情况可能是由于适用的法律。
11.6 终止或期满的后果. Upon the effective date of termination or expiration of the Agreement or any Order Form: (a) all rights, licenses, and subscriptions granted to you under any affected Order Form and the Agreement will immediately terminate; (b) you will immediately cease all use of, and access to, your account and the relevant Services; (c) you will immediately either return or destroy (at our discretion) all MessageBird Data, our Confidential Information, and any user IDs that are in your possession; and (d) we will delete any of your Confidential Information or Customer Data stored by us within forty-five (45) days after the effective date of expiration or termination, unless a different statutory retention period applies or as necessary to prosecute or defend a legal claim, in which case we will only retain such information for as long as needed to resolve the claim or comply with applicable law. In the event of termination or expiration of an Order Form, (c) and (d) shall not apply to the extent the MessageBird Data, Confidential Information, user IDs, and Customer Data are still required in connection with the use of other Services than the terminated or expired Service(s). In the event Customer terminates this Agreement under Section 11.3 (Termination for Material Breach), we will reasonably cooperate to assist in your transition to another provider.
即使这些条款已经终止，其中某些部分仍将继续有效，例如您对pay 所提供服务的义务。
11.7 生存. The terms of Section 4 (Fees and Payment Terms), 第5节（知识产权和数据）, 第6节（保密性）; 第7.5节(免责声明), Section 8 (Mutual Indemnification), 第9条（责任的限制）, and 第14节（总则） will survive any termination under 第11条（期限、终止和存续）.
我们可能需要更新这些条款以反映服务的当前状况。如果我们更新条款，我们会通知你。如果你在这些条款改变并生效后继续使用我们的服务，这意味着你已经接受了这些改变，并且对你有约束力。如果你不同意更改后的条款，你必须立即停止使用我们的服务。
12.对这些条款的修改
我们可能会不时地更新这些条款。如果我们进行了实质性的修改，我们将通知您，例如在我们的网站上发布公告或向您发送应用内通知或电子邮件。在适用法律允许的最大范围内，新的条款将立即生效，您在我们发布或通知更改后继续使用服务将构成您对更新后的条款的接受。如果适用法律要求我们就我们的部分或全部服务发出额外的通知，则在该通知期限届满（除非您在该期限内终止）或您提前同意该等变更后，变更将自动对您的相关服务的使用生效。如果您根据适用法律有权在收到此类通知后终止本协议，在您根据适用法律行使该权利的情况下，您将不被收取提前终止的费用，但您之前支付的任何费用将不予退还，任何欠费继续保持到期应付。我们同意，根据本第12条对这些条款的修改不会实质性地减少安全概述下的保护措施和/或服务的特点或功能。
荷兰法律将管辖我们之间的争议。
13.管辖法律和争端解决
13.1 管辖法律. Any dispute, claim, or controversy ("争议") arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded, as is the application of title 7.1 and sections 6:89, 6:93, 7:408(2), and 7:411 of the Dutch Civil Code.
阿姆斯特丹市的法院将解决我们之间的任何争议。
13.2. 争议解决. Each Party agrees that the competent courts of Amsterdam will have exclusive jurisdiction to settle any Disputes arising out of or related to this Agreement.
我们中的任何一方都不能通过加入一群其他当事人对另一方提出索赔来提起集体诉讼。
13.3. 集体诉讼放弃权. To the greatest extent permitted by applicable law, the parties agree that neither Party can bring a Dispute as a plaintiff or class member in a class action, consolidated action, or representative action.
如果这些条款中提到的任何文件发生冲突，那么以哪些文件为准的顺序将在本节中说明。
14.一般情况
14.1 优先顺序. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (a) the 数据处理协议; (b) the applicable Order Form or the customer portal on the Site; (c) Product Specific Terms; (d) any applicable SLA; (e) these Terms; and (f) the applicable Documentation.
虽然双方都同意本协议的条款，但这并不意味着双方之间存在任何特殊关系。
14.2 关系. Each Party is an independent contractor in the performance of this Agreement and nothing in these Terms is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Neither Party has the authority to commit the other Party in any way and will not attempt to do so or imply that it has the right to do so. Nothing in these Terms is intended to prevent: (a) us from marketing, licensing, selling, or otherwise providing Services to any third party; and (b) you from obtaining services similar to the Services from a third party.
如果这些条款中的任何一条不可执行，那么这些条款的其余部分仍应可执行。
14.3 可分割性. If a court of competent jurisdiction holds any provision of these Terms to be contrary to applicable law, that provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms will remain in full force and effect.
如果任何一方需要根据这些条款提供法律通知，本节描述了应该如何做。
14.4 通知. If you need to provide notice to us under these Terms, you may do so in writing via email to legalnotice@messagebird.com. Except as permitted in 第12条（本条款的变更）, if we need to provide notice to you under these Terms, we will do so in writing via email to the email address you designate in your account. It is your responsibility to keep all email addresses associated with your account current and accurate.
如果任何一方由于超出其合理控制范围的原因（如火灾、洪水、地震等）而无法履行这些条款规定的义务，那么该方未能或延迟履行这些义务是可以原谅的。
14.5 不可抗力. Except for the payment of Fees, each Party will be excused from any failure or delay to the extent caused by unavoidable events beyond its reasonable control such as natural catastrophes, laws, orders, regulations, directions or actions of governmental authorities, failure of telecommunication or digital transmission links, or failure of any third-party operating systems, platforms, applications or networks not under the Party’s reasonable control. All Parties will take reasonable actions to minimize the consequences of these events. In addition, a Party will be excused from future performance under this Agreement, if (i) the other Party becomes, directly or indirectly, subject to sanctions or restrictive measures imposed by competent governmental authorities, or (ii) the performance of any aspect of these Terms would require that Party to engage in a transaction with a person, directly or indirectly, subject to such sanctions or restrictive measures.
如果我们中的任何一方没有行使这些条款规定的权利，这并不意味着我们放弃了该权利。
14.6 弃权. No failure or delay by either Party in exercising any right or enforcing any provision under these Terms will constitute a waiver of that right, provision, or any other provision. Any waiver must be in writing and signed by each Party to be legally binding. With the exception of the rights explicitly provided in this Agreement, each Party waives any rights to wholly or partially terminate or rescind this Agreement or to claim termination, rescission, or amendment of this Agreement, to the fullest extent permitted by applicable law.
未经我们的书面许可，您不得将这些条款下的权利转让给另一方。我们可以不经你的允许将我们的权利转让给另一方。
14.7 任务. You may not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement, any applicable Order Form(s), or those contained in customer portal on the Site without our prior written consent. We may assign, delegate, or otherwise transfer any or all of our rights or obligations under these Terms, any applicable Order Form(s), or those contained in the customer portal on the Site. After any authorized assignment, delegation, or transfer, all Terms will be binding on successor entities.
如果你或你的用户是美国政府机构的一部分，那么你不得修改或转让我们的服务给另一方。
14.8 美国政府术语. We provide the Services, including any related software and technology, for United States government end use solely in accordance with these Terms. If you (or any users of your Customer Application) are an agency, department, or other entity of the United States government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation, is restricted by these Terms. All other use is prohibited and no other rights other than those provided in these Terms are conferred.
如果任何一方认为其知识产权受到威胁或怀疑有违反保密规定的行为，那么怀疑方可以向权威机构寻求帮助，以防止这种损害。
14.9 强制执行的救济. In the event of either Party’s actual or threatened (a) breach of 第6节（保密性）; or (b) violation of the other Party’s intellectual property rights, the non-breaching Party is entitled to seek injunctive and/or any other available equitable relief, without waiving any other rights or remedies.
这些条款和纳入的文件是您和我们之间完整的法律协议。任何其他建议或以前执行的协议都是无效的。
14.10 整个协议. This Agreement represents the full and complete contract between the Parties, superseding all prior proposals, statements, or agreements.
如果您是微型企业、小型enterprise 或非营利性组织，并且您在某些国家使用我们的服务，则您明确放弃《欧洲电子通信法规》规定的某些权利。
14.11 微型企业豁免。 If you are a micro-enterprise, small enterprise, or not for profit organisation and we provide you Services in the EEA or United Kingdom which are subject to the European Electronic Communications Code (and relevant national implementing measures transposing Directive (EU) 2018/1972 or equivalent provisions), to the greatest extent permitted by applicable law, you expressly waive your rights under the European Electronic Communications Code. This includes a waiver of the following: (a) a right to have a copy of this Agreement made available to you in a durable medium (other than this easily downloadable copy); (b) a right to have a summary of this Agreement (known as a “contract summary”) provided to you; (c) a right, where we bill you on the basis of either time or volume consumption, to have a facility to monitor and control the usage of such Services, including access to information to the level of consumption of your Services; (d) a right to be notified before any consumption limit included in your pricing plan is reached or when a Service included in your pricing plan is fully consumed; (e) in the event that we specify in our Order Form a minimum contract duration which is longer than the maximum statutory period applied to you under applicable law, a right to a shorter contract period; (f) a right to have all of the rights listed in (a) to (e) apply to all aspects of the Services you purchase from us as a bundle, even where applicable law does not apply those rights in (a) to (e) to all aspects of our Services; and (g) a right, if you subscribe to additional Services provided by us, not to have the original duration of your Agreement for other Services extended to reflect the the contract duration of the additional Services.
双方的合同是用英语写的。本合同的所有不同语言的译文仅用于帮助您阅读合同。如果英文和翻译版本有冲突，则以英文版本为准。
14.12 翻译。 Our Agreement (including these Terms) is written in 英语. Any translated version is provided solely for your convenience. To the extent any translated version of our Agreement (including these Terms) conflicts with the English version, the English version takes precedence.
您对我们服务的使用意味着您同意本合同。在需要签名的情况下，双方都同意使用电子签名。
14.13 电子签名。 Your use of our Services indicates acceptance of this Agreement. If and to the extent that we enter into an Agreement with you that requires signature, each of us agree to the use of electronic signatures and that we will each be bound by them.
这个图表显示了根据我们提供的服务，你将与哪个实体签订合同。
15.订约实体
For all Customers with a contract prior to 28 February 2022, your contract remains with the legal entity with whom you contracted at that date on the terms and conditions applicable at that date. See our Archived page here.
对于2022年2月28日及以后的所有新客户，您的合同是与以下法律实体签订的，除非在适用的订货单中另有规定。
服务
签约实体
联系信息
所有服务或以下服务以外的任何组合
MessageBird B.V.
Trompenburgstraat 2C
1079 TX Amsterdam
The Netherlands
Attn: 法律
电子邮件
美国MessageBird公司。
9160 Guilford Road
Columbia, MD 21046
USA
Attn: 法律
电子邮件 Analytics
电子邮件数据源公司
9160 Guilford Road
Columbia, MD 21046
USA
Attn: Legal
视频
24sessions.com B.V
Hoogoorddreef 54-56,
1011 BE Amsterdam,
The Netherlands
Attn: Legal
推送API通知服务
英国MessageBird有限公司
Eighth Floor 6 New Street Square 12 New Fetter Lane London, England EC4A 3AQ Attn: Lega
电子邮件模板设计
英国MessageBird有限公司
Eighth Floor 6 New Street Square New Fetter Lane London, England EC4A 3AQ Attn: Legal
如果您的居住地或机构在巴西，您对我们的任何和所有服务的合同将与MessageBird Servicos Digitais Ltda签订。
For purposes of the above, the defined term “电子邮件” and “Email Analytics” means the corresponding Services listed to the right of such defined term in the following table, either individually or collectively depending on the Services you are purchasing:
定义的期限
服务
所有服务或以下服务以外的任何组合
产品特定条款第4条和第8条中描述的电子邮件服务
Inbox Tracker
Competitive Tracker
Reputable Sender Program
Deliverability Strategy Essentials
Deliverability Strategy Basics
Basic Audit
Comprehensive Audit
Strategic Competitive Report
隐私 settings
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