These 一般条款和条件 apply to you if you signed up for MessageBird’s 服务 (including through any of its 隶属关系s) on or after 3 May 2023 and before 1 February 2024 (1pm CET). For any MessageBird 服务 you signed up for before 3 May 2023, archived Terms and Conditions are available 这里. For our current Terms and Conditions, see 这里.
如果您已经与我们签订了这些条款的协议，我们建议您下载并保留一份副本供将来参考。
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 General 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 服务 we offer. In these Terms, we refer collectively to these Terms, the 数据处理协议, the 文件, the 产品专用术语, any applicable 服务水平协议 (“SLA”) 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 服务 we offer. All references in this Agreement (and any documents included or referenced in it) to any documents or links shall refer to such documents or links as may be amended or updated from time to time.
ǞǞǞ terms “you,” “your,” or “客户” refer to you, and the terms “we,” “us,” “our,” or “MessageBird” refer to the MessageBird contracting entity listed in 第 15 节（订约实体）, 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
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 technical documentation made available to you through a 场地) between the Parties or pursuant to a 经销商销售协议 (as defined below) 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 or consumer 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 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.
我们一直在努力改进我们的服务，包括不时地更新我们的特点或功能。如果我们做出实质性的改变，我们将通知您这些更新，例如通过网站发布、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 make material changes, 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 节（本条款的变更）。 While we endeavor to keep our Site informative and up to date, you acknowledge and agree that not all features and functions described on the promotional or descriptive sections of the Site from time to time may be available to you and your use of our Services will be as made available in-application in accordance with 第 2.1 节 once you become a Customer.
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 or becomes 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 constitutes fraudulent or illegal activity; 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）, to the greatest extent permitted by applicable law, we will have no liability for any damages, 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 维护和停机. 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, to the greatest extent permitted by applicable law, we will have no liability for any damages, losses (including any loss of data or profits), or any other consequences that you may incur 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 Services free of charge, or we may invite you to test 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 made available to you through MessageBird’s or an Affiliate’s web domain (“Site”), which may be updated from time to time (“文件”); (b) maintain a written and comprehensive information security program (“安全概述”), a summary of which is available here; and (c) provide the Services in accordance with all laws applicable to us in our provision of the Services to customers generally (i.e. without regard to your particular use of the Services). We reserve the right to select the technical methods necessary to ensure and/or optimize delivery of the Services in accordance with this Agreement.
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, this Agreement (including any applicable 文件 and 产品专用术语), 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 Services (or any of them); (b) all acts, omissions, and activities of anyone who accesses or otherwise uses your account or any Customer Application (defined below), including your end users, and their compliance with this Agreement; (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 by third parties, or made available to Customer or its actual users which access, use, interact with, integrate or depend on the Services (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程序访问服务）。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。
我们将根据我们的 "安全概述 "采取适当的安全措施，如果我们认为您的账户已经受到影响，我们可能会暂停您的账户。然而，我们不会对您的账户和服务的使用进行监控，也不能保证我们会了解或防止任何不正当的访问。您要独自负责防止通过您的账户对服务进行未经授权的访问或使用，并将任何此类未经授权的访问或使用及时通知我们。除了由于我们未能实施或遵守安全概述所造成的情况，我们对未经授权访问或使用您的账户或服务不负责任，您将继续被收取任何此类访问的费用。
您不会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。我们可能会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，如果我们意识到这种不适当的使用，则无需事先通知。
我们不对任何损害、责任、损失（包括任何数据或利润的损失）或您因我们根据本第3.2条暂停或删除内容而可能产生的任何其他后果负责。
We sometimes work with resellers and referral partners. Our contract terms apply. We may need to share and receive limited information with those third parties.
3.3 信息鸟合作伙伴. This Agreement specifies the terms and conditions on which the Services will be provided by us. In the event you purchase our Services through an authorised MessageBird partner (“信息鸟经销商”), such purchase will be subject to a separate agreement or ordering document between you and the MessageBird Reseller, which shall address, as between you and MessageBird Reseller, relevant applicable terms (“Reseller Sales Agreement”). In the event of any conflict or inconsistency between this Agreement and the Reseller Sales Agreement, this Agreement exclusively governs and shall take precedence in respect of the Services provided by us. Any disputes, queries or other matters related to the Reseller Sales Agreement shall be handled directly between you and the MessageBird Reseller. If you fail to fulfill your payment or other obligations to the MessageBird Reseller, we and/or the MessageBird Reseller may suspend provision of Services to you. The MessageBird Reseller may exchange information (including Customer Data) with us, and vice versa, for the sole purpose of the Reseller Sales Agreement and this Agreement and you consent to such information exchange. In the event you purchase Services from us following a referral from an authorised MessageBird partner or you purchase the consultancy services of third party partners (such as implementation services) in respect of our Services (“信息鸟合作伙伴“), we may share limited information (including Customer Data) with the MessageBird Partner solely in connection with discharging any referral fee payments owed by us to the MessageBird Partner or solely to assist you in procuring the third party consultancy services in respect of our Services.
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 in the price quotation or by MessageBird in writing, all price quotations are non-binding and may be adjusted at any time, particularly 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, which may be updated from time to time and 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 an invoice (“服务费”). Where we list or agree the Services Fees in an Order Form with you, we reserve the right to update fees from time to time for Services which comprise transactional services (including in respect of the SMS Service, Voice Service and WhatsApp Service) under the Order Form. In the event of any Services Fee updates, we will take commercially reasonable steps to notify you of such changes taking effect which may be satisfied by notifying you via an in-application notice on the Site or otherwise. You will provide complete and accurate billing and contact information and notify us of any changes to such information. Your 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 your use of the Services exceeds those Limitations, you will pay the applicable Overage Fee listed for such Services in the Order Form or as described on a Site. Overage Fees will be considered part of the Services Fee and will be deducted from any 预付余额 or 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 your portal on the Site. If the Overage Billing Frequency is not listed in the Order Form or in your 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, this may be deducted from your 预付余额 or 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. We may deduct applicable Taxes from any Prepaid Balance. If you are exempt from any Taxes, prior to each order 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 prior to each order 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 or may deduct the said amounts from your Prepaid Balance, including any applicable interest or penalties imposed by the appropriate taxing 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 circumstances where you withhold Taxes, you undertake to provide us with necessary documentation to evidence such withholding is required and has been done in accordance with applicable law. If and to the extent a withholding of Taxes is required by law, the Services Fees will be increased with such additional amounts as will ensure that the net amount we receive equals the full amount as would have been received by us had the withholding not been required.
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 (for example, over the top communications providers 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. When required by applicable law or otherwise at our election, 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 by a recognized conversion service selected from time to time by us on the day when payment is made. We reserve the right to convert the currency of any third party fees applicable to our services (including any Communications Surcharges or third party service provider fees) in any Order Form or invoice and to update such currency conversation from time to time and, where applicable, will do using a recognized conversion service selected by us 在 relevant time.
任何预付余额或信用在一年后失效。你可能需要在你的账户上有足够的预付余额才能使用我们的服务。
4.7 Prepaid Balance. Unless otherwise specified in the Order Form or on the Site, any prepaid balance, deposit, wallet funds or other credits (including any lodgement, deposit or top-up of funds using a prepay wallet or credit feature on our Site) (“Prepaid Balance”) you purchase or make will lapse if you do not use the Prepaid Balance within one year after the purchase date of the Prepaid Balance (or relevant part of it). Subject to 第 11.5 节（终止时的退款或付款）, we are not obliged to refund any Prepaid Balance, including in circumstances where we suspend or deactivate your account because of non-compliance with this Agreement. The Prepaid Balance will be used and depleted for any Services used by your account. Unless otherwise specified in the Order Form or on the Site, we may require you to have a Prepaid Balance or a minimum Prepaid Balance in order to use our Services. We may refuse to provide Services where you have an insufficient Prepaid Balance. When you elect or are required through the Site or an Order Form, your Prepaid Balance may be subject to automatic top-up via a valid credit card, direct debit, standing order or other analogous automatic payment method. You authorise us to implement any such automatic top-up and such top-up will be added to and used as part of your Prepaid Balance. It is your responsibility to ensure that you have registered a valid payment method for such automatic payments to be effected. From time to time, we may (but are not obliged to) allow your account to have a negative Prepaid Balance for a temporary period. In such cases, you will need to promptly top-up your account in order to continue using our Services. Without limiting our other rights and remedies under this Agreement, we reserve the right to suspend your account or the Services where you have a negative Prepaid Balance. We reserve the right to specify a maximum Prepaid Balance and to deduct any amounts owing by you to us under this Agreement (including Fees and otherwise) from the Prepaid Balance.
You acknowledge that fees paid under your account are non-refundable. You will need to apply the payment method we agree with you in order to use our Services.
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 to the greatest extent permitted by applicable law. Except as otherwise set out in an 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 we agree that you may 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, and you expressly authorize us and/or our third-party payment processor to charge the applicable Fees on said credit card; or (b) if we agree that you may remit fees using a direct debit, standing order or other form of automatic bank or payment mandate (“自动转帐授权”), you represent and warrant that you are authorized to apply that automatic debit mandate, that any and all Fees may be discharged using that automatic debit mandate, that payment of such Fees will not be declined, and you expressly authorize us and/or our third-party payment processor to implement the automatic debit mandate; or (c) if we agree that you may remit fees by means of an invoice, invoices will be sent to you 在 frequency set out in the applicable Order Form and you will pay the Fees due within fifteen (15) days of the date of the invoice. If you are subject to a credit limit, we may invoice you when (and each time) the credit limit is reached (if this arises earlier than the agreed invoicing frequency set out in the applicable Order Form) and such invoice is payable within fifteen (15) days of the date of the invoice. Notwithstanding the foregoing, you agree to pay any Fees incurred which exceed any applicable credit limit. We reserve the right to require you to set up an automatic debit mandate in order to use our Services.
公平就是公平 - 您需要pay 。如果您没有在规定的到期日之前pay 费用，我们可能会向您收取滞纳金、暂停您的账户或采取其他措施。
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 on the value of the unpaid 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 (including any Fees due under a credit limit invoice under 第 4.8 节（付款条件）). Without limiting or affecting the foregoing, where we permit you to pay by invoice and you fail to pay the Fees in a timely manner, we reserve the right, on the first (1st) day of the payment delinquency or thereafter to automatically (i) adjust any applicable credit limit and/or (ii) convert your payment terms to prepaid and cease to provide any further Services until either (y) the overdue Fees are paid and a valid automatic debit mandate is set up by you with respect to future Fee payments or (z) the overdue Fees are paid and a sufficient Prepaid Balance is put in place with respect to future Fee payments. You will be notified of such update via the Site or email or other written notification to the address you provided.
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. You agree to receive such communications via those means. We may also use the services of an external debt collection agency and/or assign your debt to a debt factoring agency and may share your information with them solely for the purposes of fee collection and associated communications.
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 invoice date 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 or representative 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 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 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 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 this Agreement including 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, which is incorporated into these Terms by reference 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. The rights granted under this clause shall not be deemed to have lapsed as a consequence of any non-use under applicable laws.
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 regarding our Services or otherwise, 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 or our Services through your account. Where the foregoing assignment of right is prohibited by applicable law, you hereby grant us an exclusive, transferable, worldwide, perpetual, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all feedback as we may determine in our sole discretion. This does not limit or affect your rights or our obligations under the 数据处理协议.
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, contractual obligations with telecommunications providers, or in response to an emergency disclosure request (as described in our 披露政策), provided (i) Receiving Party promptly gives Disclosing Party prior notice of the compelled disclosure to the extent legally permitted and to the extent practicable in the circumstances (for example, in cases of an emergency disclosure request giving prior notice may not be practicable), (ii) Receiving Party discloses only the Confidential Information legally required or set out in the emergency disclosure request (as the case may be), 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 and that none of the Customer Data or Customer Applications violates any applicable law or any third party’s intellectual property or other right.
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, during the Term, the Services will perform materially as set out in the applicable Documentation. To the greatest extent permitted by applicable law, 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 applicable anti-corruption, anti-money laundering, sanctions, export laws, controls, and regulations, and other international trade laws, regulations, and governmental orders of the 中国, 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 are solely responsible for the authorization and management of user accounts across geographic locations. 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 GREATEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS (EXPRESS, IMPLIED, OR STATUTORY) INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES RELATED TO THIRD-PARTY TELECOMMUNICATIONS PROVIDERS, MESSAGEBIRD RESELLERS OR MESSAGEBIRD PARTNERS. 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 Customer Indemnified Parties 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 (“侵权索赔”), and we will take all reasonable steps necessary to defend such Infringement Claim at our expense. In the event of an Infringement Claim, we reserve the right to, at our option (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 (including any applications, products or services of a third party such as a MessageBird Partner, Messagebird Reseller or third party to which a Connector or Integrator (each as defined in the 产品专用术语) applies) 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 赔偿 由你. 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 or our Services through your account (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 reasonable steps necessary to defend such Customer Indemnifiable Claims at your expense. Without limiting or affecting our other rights and remedies under this Agreement, if and to the extent that we incur or are notified that we will incur any fine, penalty or analogous charge from an unaffiliated third party (including any third party telecommunications operator) arising from your breach of this Agreement (including, for clarity, the 产品专用术语), you shall be obliged to pay such fine or penalty on an indemnity basis pursuant to this Section on notice by us to you of such fine or penalty.
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. Each Party will provide the other with prompt notice of any Claim. A Party’s failure to provide prompt notice to the other Party relieves the party of its obligation to defend and indemnify to the extent that the failure to provide notice materially harms the Party’s ability to defend the Claim. The indemnifying Party will assume exclusive conduct of the Claim (including litigation, settlement, and dispute resolution efforts) and the indemnified Party will provide reasonable assistance in connection with the conduct of the Claim at the indemnifying Party’s expense. 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 described in this Section, save that this shall not limit or preclude our right to terminate or suspend your Services where we would otherwise be entitled to do so under this Agreement.
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. TO GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY RELATED TO THE AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, REPUTATION, SALES, DATA, OR DATA USE, 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. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR (AND, IF APPLICABLE, YOUR AFFILIATES’) SOLE AND EXCLUSIVE REMEDY FOR ANY UNAVAILABILITY, NON-PERFORMANCE, OR OTHER FAILURE BY US TO PROVIDE AN SLA ELIGIBLE SERVICE (AS DEFINED IN THE SLA) IS THE RECEIPT OF A SERVICE CREDIT (IF ELIGIBLE) IN ACCORDANCE WITH THE TERMS OF THE SLA. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT 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.
在某些情况下，责任限制并不适用。
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（费用和付款条件）; (C) AMOUNTS PAYABLE PURSUANT TO YOUR OBLIGATIONS UNDER 第 8 节（相互赔偿）, OR (D) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
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 have expired or have been terminated or, in respect of Services you use via our Site without a specified duration, you no longer use any Services and unregister your account.
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. Unless you cancel your subscription in accordance with this Section or as specified in any Order Form, your subscription will automatically renew on the first day following the end of the previous Initial Term or Renewal Term and, as applicable, we will charge your credit card, apply an automatic debit mandate, issue an invoice or deduct fees from the any Prepaid Balance for the applicable Fees.
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 in respect thereof; (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, with immediate effect, 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, suspension of payments, 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 you terminate this Agreement under 第11.3条（因重大违约行为而终止）。, 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 第4节（费用和支付条款）, 第5节（知识产权和数据）, 第6节（保密性）, 第7.5节(免责声明), 第8节（相互赔偿）, 第9条（责任的限制）, and 第14节（总则） will survive any termination or expiration 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
From time to time, we may update this Agreement. If we make material changes, we will notify you, such as by posting an announcement on our website or sending you an in-application notice or email. To the greatest extent permitted by applicable law, the new Agreement will take immediate effect, and your continued use of the Services following our posting or notice of the changes will constitute your acceptance of the updated Agreement. If applicable law requires us to give additional notice in respect of some or all of our Services, changes will automatically take effect regarding your use of the relevant Services upon expiry of such notice period (unless you terminate during that period) or upon your earlier agreement to such changes. If you have a right under applicable law to terminate this Agreement upon receipt of such notice (or if this 第 12 节 would be unenforceable under applicable law if you did not have such a right), you will not be charged a fee for early termination where you exercise that right under applicable law, but any fees previously paid by you are non-refundable and any fees owing continue to remain due and payable. We agree that changes to these Terms under this 第 12 节 will not materially diminish the protections under the Security Overview and/or the features or functionality of the Service.
荷兰或特拉华州的法律将管辖我们之间的争议。见下文第15条。
13.管辖法律和争端解决
13.1 管辖法律. This Agreement, and any dispute, claim, or controversy (whether in contract, tort or statute) (“争议”) arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the applicable state or country listed in 第 15 节（合同实体） of these Terms, without regard to the conflicts of laws and principles. The United Nations Convention on Contracts for the International Sale of Goods and any application of US laws based on the Uniform Computer Information Transactions ACT and analogous international laws are 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.
阿姆斯特丹市或特拉华州的法院将解决我们之间的任何争议。见下文第15节。
13.2. 争议解决. Each Party agrees that the competent courts of the applicable state or country listed in 第 15 节（合同实体） of these Terms 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 Data Processing Agreement; (b) the applicable Order Form or the customer portal on the Site; (c) 产品专用术语; (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 greatest 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, or (b) by registered prepaid post to the applicable MessageBird entity with whom you are contracting, as listed in 第15节, with a PDF copy to legalnotice@messagebird.com. Except as permitted in 第12条（本条款的变更） or elsewhere in these Terms and the Agreement, if we need to provide notice to you, we will do so, at our election, in writing via email to the email address you designate in your account or by letter to the address associated with your account. It is your responsibility to keep all email and postal addresses associated with your account current and accurate. Unless otherwise expressly provided in this Agreement, please note that communications through our general support messaging system or to your account representative will not constitute legal notice where notice is required to us under this Agreement or any law or regulation unless legalnotice@messagebird.com is copied on the communication.
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 of performance to the extent caused by unavoidable events beyond its reasonable control and not caused by it such as natural catastrophes, laws, orders, regulations, directions or actions of governmental authorities, act of war, hostility, or sabotage, 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 this Agreement 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. 没有 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 greatest extent permitted by applicable law.
在某些情况下，我们各自可以将本协议转让给其他各方。否则，本协议在我们之间保持不变。
14.7 任务. Neither party may assign or transfer any of its rights or obligations under this Agreement (including under all Order Forms) in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably delayed or withheld); provided, however, that either party may assign this Agreement in its entirety (including all Order Forms), without prior consent (but subject to written notice promptly following the event) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the relevant party's assets to a party that is not a competitor of the other party. Any attempted assignment or transfer by either party in violation hereof will be void. Subject to the foregoing, each and all of the provisions in this Agreement will be binding on and inure to the benefit of the parties to this Agreement and their respective administrators, successors, and permitted assigns.
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 中国 government end use solely in accordance with this Agreement. If you (or any users of your Customer Application or account) 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 this Agreement. All other use is prohibited and no other rights other than those provided in this Agreement 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, and neither Party has entered into this Agreement in reliance on any representations or warranties other than as set out in this Agreement. Additionally, your purchase of any Services is not contingent on, and you have not relied on, the delivery of any future functionality, regardless of any communication about our products. The Parties agree that any term or condition contained in any Customer provided documentation (such as a purchase order) is void unless such documentation is expressly signed by us with an intention to be bound by it. The short-hand explanations in the column to the left of these terms are for information purposes only and are not binding.
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（欧洲经济区/英国）. 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 in the EEA and UK) (the “EECC”), to the greatest extent permitted by applicable law, you expressly waive your rights under the EECC. 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; (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 and (g) all such other rights and entitlements under or pursuant to the EECC that are capable of waiver or of being disapplied by agreement between the Parties.
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 (unless otherwise expressly mandated by applicable law).
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 电子签名和对应方. 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. Any Order Form or other document governed by this Agreement may be executed in two or more counterparts (including by combination of electronic and non-electronic signatures), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If you would like to raise a grievance with us, here is how to contact us.
14.14 申诉. If you have any grievances in relation to this Agreement and/or the Services, you may contact legalnotice@messagebird.com.
没有不当得利。我们各自同意，在损失相同的情况下，不在多种补救措施下寻求赔偿。
14.15 No 双重恢复. A Party shall not be entitled to recover more than once under this Agreement in respect of the same loss or damage suffered.
如何阅读我们使用的一些词汇。
14.16 一般建筑. References in this Agreement (including all referenced documents comprising part of this Agreement) to “include”, “including”, “included”, and “for example” (and like words) shall, as the context so requires, be read to refer to those words without limitation.
This chart shows what entity you will be contracting with and what governing law and courts apply based on the Services we provide.
15.订约实体
For all Customers with a contract prior to 3 May 2023, 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2023年5月3日及以后的所有新客户，除非在适用的订单中另有明确规定，否则签订本协议的MessageBird实体、管辖本协议的法律以及对双方之间的任何争议具有管辖权的法院取决于您的住所或适用的服务，具体如下表所示
如果客户的住所是在：
MessageBird签约实体
联系信息
管辖法律
具有专属管辖权的法院：
荷兰或本表中未列出的任何国家。
MessageBird B.V.
邮编 14674
阿姆斯特丹 1001 LD
荷兰
收件人：法律部，并将PDF格式的副本发至：legalnotice@messagebird.com
荷兰的法律
阿姆斯特丹的法院
United States of America
MessageBird USA Inc where Customer is purchasing 电子邮件 and/or 电子邮件 Analytics services (as defined below).
MessageBird B.V.所有其他服务或电子邮件和/或Email Analytics 服务与其他服务的任何组合
4701 Sangamore Road,
Suite 100N-139
贝塞斯达 MD 20816
United States
Attn: 法律, with a PDF copy to: legalnotice@messagebird.com
美国特拉华州的法律。
美国特拉华州威尔明顿市的州立或联邦法院。
适用的服务
推送通知API
Services
英国MessageBird有限公司
MessageBird UK Limited
3 More London Riverside, 4th Floor, London, United Kingdom, SE1 2AQ
收件人：法律部，并附上一份PDF格式的副本：legalnotice@messagebird.com
荷兰的法律
阿姆斯特丹的法院
For purposes of the above, the defined term “Email” 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
Services
The Email Services described in 第 4 节 and 产品特定条款第 8 条
Email Analytics
Inbox 跟踪器
Competitive Tracker
信誉良好的发件人计划
送达策略要点
送达策略基础知识
基本审计
全面审计
战略竞争报告
我们很自豪能在全球范围内开展业务。在一些国家，适用额外的条款。
16.其他国际术语
16.1 墨西哥. If Customer is domiciled in Mexico, the following amended terms shall apply:
16.1.1 付款争议. Section 4.10 (Payment Dispute) of this Agreement is hereby amended and the following sentence is added to the section:
无论这些条款中规定的权利和程序如何，您可能有权向联邦消费者保护办公室提出上诉，以根据《联邦消费者保护法》（Ley Federal de Protección al Consumidor）的条款行使您的权利。
16.2 印度. If Customer is domiciled in India, the following additional terms shall apply:
16.2.1 其他职责. If you are accessing our Services from India, you agree to not use our Services or permit them to be used for prohibited uses specified under Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (as may be amended from time to time). Please see the full list of prohibited uses available below.
Without limiting or affecting the other provisions of this Agreement, you agree to not use our Services or permit them to be used to host, display, upload, modify, publish, transmit, store, update or share any information that:
1. belongs to another person and to which you do not have any right;
2. is defamatory, obscene, pornographic, paedophilic, invasive of another‘s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
3. is harmful to child;
4. infringes any patent, trademark, copyright or other proprietary rights;
5. violates any law for the time being in force;
6. deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
7. impersonates another person;
8. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation;
9. contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; or
10. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.
16.3 印度尼西亚. If Customer is domiciled in Indonesia, the following additional terms shall apply:
16.3.1 印度尼西亚民法典》第 1266 条的豁免. The Parties agree to waive the provision of Article 1266 of the Civil Code of the Republic of Indonesia, such that prior approval, order, decision or judgment of any court in Indonesia will not be required for the termination of this Agreement.
16.3.2. 语言. This Agreement is entered into in the English language and each Party confirms that it has read and fully understood the content and consequences of this Agreement and has no objection to this Agreement being written, and entered into, in English. If, and to the extent, required by applicable law (or a competent authority thereunder), the Parties shall execute a 印尼语翻译 version of this Agreement (“Bahasa Indonesia Translation”). The Bahasa Indonesia Translation will be deemed to be effective from the date the English language version was executed and, for the avoidance of doubt, the Bahasa Indonesia Translation shall not create any duplication of the rights and obligations of the Parties. In the event of any inconsistency or difference in interpretation between the Bahasa Indonesia Translation and the English version, the English version shall prevail and the Bahasa Indonesia Translation will be deemed to be amended to conform with and to be consistent with the relevant English version. The Parties agree and undertake that they will not (and will not allow or assist any other Parties to) in any manner or forum, challenge the validity of, or raise or file any objection to, the transaction or this Agreement on the basis of any failure to comply with Law No. 24 of 2009 regarding National Flag, Language, Coat of Arms, and Anthem of Indonesia (Undang-Undang Republik Indonesia Nomor 24 Tahun 2009 tentang Bendera, Bahasa dan Lambang Negara, Serta Lagu Kebangsaan or “Law 24”).
隐私 settings
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