Terms of Service

Coral Messaging, including all of its related applications, dashboards or platforms (individually and collectively, the "Website"), is owned and operated by Coral Messaging, Inc. ("Coral Messaging", "we" or "us"). By using, installing or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Customer Agreement (as defined below) referencing these terms, you agree to be bound by the following terms and conditions including Coral Messaging’s Privacy Policy (together, these "Terms", or this "Agreement").

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If you are using a Coral Messaging Service on behalf of a company or other entity, then "Client" or “Customer” or "you" means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.

By visiting our site, using the Service, using any of our products and services, participating in an electronic conversation facilitated by our products and services, and/ or purchasing something from us, you engage in the “Service” and agree to be bound by the following terms and conditions (“Terms of Service” or “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Service, including without limitation users who are browsers, vendors, customers, merchants, consumers and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

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Any new features or tools which are added to the current website shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes.  Any deviation from this Agreement shall only be valid if and agreed upon by and between the Parties in writing.

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1. Website Terms

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By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.  You may not use our Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws, and laws governing communications and marketing, including but not limited to the Telephone Consumer Protection Act, 47 U.S.C. 227).  You must not transmit any viruses or any code of a destructive nature.  A breach or violation of any of the Terms will result in an immediate termination of your Services.

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2. General Conditions

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We reserve the right to refuse service to anyone for any reason at any time.  The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

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You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

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You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

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The Service is available only to individuals who are at least 18 years old.
 

3. Definitions

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1. “Affiliate” means, in relation to either Party, any legal person which is Controlled by, Controls or is under common Control with, such person. Control meaning with respect to the relevant person, (i) the direct or indirect ownership or control of more than 50% of the (a) ownership interests or (b) voting power at the general meeting or a similar body, of that person, or (ii) the right or ability to appoint or remove such number of the members of the board or a similar body of that person with decisive voting power in such body.

2. “Agreement” means the General Terms and Conditions and any exhibits, annexes, and addenda hereto.

3. “API” means application programming interface.

4. “Applications” means software-based tools that provide a visual interface designed to operate and utilize the Platform.

5. “Beta Release” means new services, functionality or features (such as an API, Application, Solution, Channel, or other functionality) within the Services which is enabled for Customer use for the purpose of testing such new services, functionality or features, for technical, commercial or any other use.

6. “Channels” means the services that allow point-to-point information exchanges between Customer and the end-users of the Messages such as Chat, Voice, Video, SMS.

7. “Claim” means a third-party claim, demand, suit or proceeding.

8. "Confidential Information" means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.  Confidential Information also means information maintained in confidence by a Party, information which is marked as such, or information whether written or oral that by its nature would be understood, by a reasonable person under the circumstances, to be confidential information of a party.

9. “Customer” means any company, business or any other entity acting in the exercise of a profession or business to which Coral Messaging provides Services.

10. “Customer Agreement” means any legal agreement entered into between Coral Messaging and the Customer for the furnishing of all or a portion of our Services to the Customer.

11. “Data Protection Legislation” means all relevant requirements of the applicable data protection legislation, including without limitation, the General Data Protection Regulation (EU) 2016/679 and the California Consumer Privacy Act 2018. For the avoidance of doubt, CCPA references shall only apply to End-users that are California residents.

12. “Dashboard” means Coral Messaging’s customer portal available on the Site.

13. “Effective Date” means when (i) both Parties execute a Customer Agreement, (ii) when Customer registers an account on the Dashboard, or (iii) when Customer starts using the Services.

14. “End-user” means the private individual who ultimately receives the communications sent by Customer or its Affiliates via the Services.

15. “Fees” means the prices paid by Customer for the access and use of the Service.

16. “Inappropriate Content” means collectively any content that (i) is unsolicited, including without limitation, “junk mail”, “bulk email”, spam or other unsolicited material; or (ii) qualifies as spam under any applicable laws and regulations; or (iii) potentially causes the introduction of harmful computer programs or code in the Platform or End-User’s devices; or (iv) violates any legal, regulatory, self-regulatory, governmental, statutory or telecommunication network operator’s requirements or codes of practice, or Third-Party Application Terms; or (v) is unlawful, pornographic, abusive, racist, obscene, offensive, threatening, harassing, defamatory, discriminatory, misleading or inaccurate; or (vi) is harmful or malicious content, including but not limited to hate speech, and any other material that Coral Messaging reasonably believes degrades, intimidates, encourages violence against, or foments prejudicial action against anyone based on gender, race, age, ethnicity, nationality, religion, sexual orientation, disability, geographic location or other discrimination reason; or infringes the intellectual property rights of any person or entity; or (vi) is illegal in any other way.

17. “Integrations” means the interoperable and coordinated use of the Services within Third-Party Applications.

18. “Message” or “Messages” means a set of systematized, textual, numerical, graphical or phonetical characters transmitted between Customer and an End-User over the Channels.

19. “Party” or “Parties” means Coral Messaging and Customer individually or together.

20. “Platform” means the cloud communication platform of Coral Messaging.

21. “Service” or “Services” means all services and subscriptions provided by Coral Messaging to Customer, including, without limitation, the Platform, the Dashboard, the Software, the API, the Solutions and the Channels.

22. “Site” means Coral Messaging’s web domains, available at www.coralmessaging.com and any subdomains. 

23. “SLA” means the Service Level Agreement available on the Site.  

24. “Solution” means the prepackaged and preconfigured components of the Platform designed to execute a predefined process and produce a specific result which uses the Platform and enables Customer to communicate with its clients or among its employees by means of the Channels.  

25. “Subscription” means the plan Customer elects for access to and/or use of the Services.

26. “Subscription Fee(s)” means the monthly or yearly recurring fees Customer is charged for the Subscription. In the event Customer decides to upgrade its Subscription, the relevant Subscription Fee of the higher-tier Subscription shall apply pro-rata for the remainder of the term of the Services. Any changes to the Subscription Fee shall be applicable as of the date of renewal of the Services.

27. “Taxes” means any and all applicable local, federal and state taxes, fees, charges, telecommunications provider surcharges, withholding taxes or other similar taxes, including, but not limited to, VAT, GST, sales tax and/or use tax.

28. “Third-Party Applications” means third-party internet-based or offline enabled software applications, APIs, source code, operating systems, databases (including code repositories and package managers) and other types of platforms that interoperate with the Service to enable its complete range of functionality. For the avoidance of doubt, telecom network providers (such as network (mobile) operators or virtual (mobile) network operators) are excluded from this definition.

29. “Third-Party Applications Terms” means the terms and conditions, and/or usage policies which directly or indirectly apply to use of the Third-Party Applications.

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4. Services

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Products or Services are available exclusively online through the website. These products or Services may have limited quantities and are subject to refunds only according to our Refund Policy.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

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5. Use Rights and Restrictions

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Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Coral Messaging grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Customer Agreement solely for Client’s internal business purposes, but only in accordance with this Agreement, and the applicable Customer Agreement. Although the Services may be accessible worldwide, the Services may be subject to export control and sanctions laws of the United States and other applicable government authorities. Customer will comply with and ensure that its Authorized Users are in compliance with such laws, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions (the “Export Control and Sanctions Laws”). Customer will not, directly or indirectly, export, re-export, transship, transfer, divert or otherwise dispose of any Coral Messaging products or related technology, or use or allow access or use of the Coral Messaging Services: (i) to or by any Authorized User, individual, entity, or country prohibited by the Export Control and Sanctions Laws, including, without limitation, the prohibition against exports (A) into, or to a national or resident of, any country subject to U.S. sanctions or similar export restrictions (currently, Cuba, Iran, Syria, North Korea and the regions of Crimea, Luhansk and Donetsk in Ukraine), or (B) to or by anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, or other export control lists; or (ii) for any purpose prohibited by the Export Control and Sanctions Laws, including, without limitation, nuclear, chemical or biological weapons proliferation or development of missile technology. It is Customer’s sole responsibility to ensure that it and its Authorized Users comply with the Export Control and Sanctions Laws with regard to the use of Coral Messaging Services. Any use of the Services by Customer or its Authorized Users that is unlawful may result in immediate suspension or termination of the Services. Coral Messaging will have no liability for any such suspension made in good faith.  Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use. 

Account Registration. Client will register for a Coral Messaging account in order to access or receive the Services. Account information must be accurate, current and complete, and will be governed by Coral Messaging’s Privacy Policy (currently available at https://www.coralmessaging.com/privacypolicy) as may be amended from time to time. Client agrees to keep its account information up to date so that Coral Messaging may send notices, statements and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Coral Messaging’s use of cookies in accordance with the terms of Coral Messaging’s Privacy Policy. You are solely responsible for all use of the Services account. Coral Messaging will not be liable for any loss or damage arising from unauthorized use of Client's account.

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Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees and contractors whom Client has authorized to access the Services on its behalf ("Authorized Users"): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all applicable laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.

Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Client will be solely responsible for authorizing and creating user IDs, passwords and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Coral Messaging may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords or access credentials. Client must notify Coral Messaging within twenty-four (24) hours of any breach of security or unauthorized use of its account.

Use by Customers. Any person that is a client or customer of Client, or that is a potential client or customer of Client ("Customer(s)") who accesses and/or uses the Services, including via Client’s website, are subject to Coral Messaging’s Terms of Service, which includes Coral Messaging’s right to remove or disable access to any Customer or content or resource that violates the Terms.

General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense or provide access to the Coral Messaging Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Coral Messaging Technology (or any portion thereof) into, or use it with or to provide, any site, product or service; (c) use the Coral Messaging Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Coral Messaging Technology (which is deemed Coral Messaging’s Confidential Information); (e) modify or create a derivative work of the Coral Messaging Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Coral Messaging Technology or Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Coral Messaging; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Coral Messaging Technology other than as specifically permitted above; or (i) remove or obscure any proprietary or other notices contained in the Coral Messaging Technology including in any reports or output obtained from the Coral Messaging Technology.

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Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Coral Messaging may provide Client with certain Services for free or on a trial basis (a "Free Access Subscription") or with "alpha", "beta" or other early-stage Services, integrations or features ("Beta Releases") for the Subscription Term set forth in the applicable Customer Agreement (if applicable). This section and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee) and supersedes any contrary provision in this Agreement. Coral Messaging may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS FOR WHICH CORAL MESSAGING WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Beta Releases in your sole discretion. Coral Messaging makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Coral Messaging may discontinue Beta Releases at any time, in our sole discretion, and decide not to make a Beta Releases generally available. Notwithstanding anything to the contrary herein, Coral Messaging may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Coral Messaging’s sole discretion, without liability.

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6.  Compliance With Laws

You represent and warrant that your use of any part of the Service will comply with all applicable laws and regulations. You are responsible for determining whether our Services are suitable for you to use in light of any applicable regulations such as EU Data Privacy Laws or other laws. If you’re subject to regulations (such as HIPAA) and you use our Service, then we won’t be liable if our Service doesn’t meet those requirements. You may not use our Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce. You are also responsible to notify the end-user of data collection in connection with the Software, as required by applicable law.

You represent and warrant that you shall be solely responsible for obtaining end user consent for text messaging in full compliance with all applicable laws, rules, and regulations, including, without limitation, the Telephone Consumer Protection Act, 47 U.S.C. 227 and its implementing regulations, 47 C.F.R. 64.1200. You further represent and warrant that you shall not use the service to communicate with consumers who have requested that you cease contacting them.

If you are located in the European Economic Area (EEA) or serve end-users in the EEA market, you represent and warrant that in using the Software, you:

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1. Will get consent or use any other available, legally-valid mechanism to transfer data to Coral Messaging and be processed, and you’ll otherwise comply with your posted privacy policy.

2. Have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations. You have the necessary permission to allow Coral Messaging to receive and process data on your behalf.

3. Acknowledge in all cases that Coral Messaging acts as the processor of such Customer Data and you remain the controller of such Customer Data for all applicable data protection or privacy laws and regulations.

4. You agree not to use the Service to collect, manage or process sensitive information. We will not have any liability that may result from your use of the Service to collect or manage sensitive information.

5. Have reviewed and accepted the Coral Messaging Privacy Policy.

6. Аgree to indemnify and hold Coral Messaging and its officers and directors harmless from any claims, demands, and losses, including attorney's fees, arising out of your breach of any part of the representations and warranties in this section.

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7. Client Data

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Rights in Client Data. As between the parties, Client retains all right, title and interest (including any intellectual property rights) in and to any text, images or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI or any Third-Party Content) ("Client Data"). "Customer Data" means data related to the identity, characteristics and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. "Third-Party Content" means content, data or other materials that Client provides to the Coral Messaging Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Coral Messaging a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Coral Messaging to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Coral Messaging’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly. All personal data shared between the Parties shall only be used for purposes relating to this Agreement and/or the Services. Each Party shall comply with the Data Protection Legislation.

The Parties acknowledge that Coral Messaging is a data processor for the purpose of processing personal data on behalf of Customer when providing the Service to Customer.

Customer shall ensure that it has obtained all required and valid consent under the Data Protection Legislation to the extent such consent is required for the processing of personal data by Coral Messaging for the performance of the Service. Customer acknowledges that Coral Messaging has the right to monitor and intercept any electronic communications sent or received by Customer under the Service for the purpose of verifying compliance under this Agreement.

Aggregate/Anonymous Data. Client agrees that Coral Messaging will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data ("Aggregate/Anonymous Data"). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Coral Messaging Technology, which Coral Messaging may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Coral Messaging’s products and services and to create and distribute reports and other materials). Coral Messaging will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable laws. 

Monitoring. Client understands and agrees that Coral Messaging, and any third-party platform(s) Client uses or accesses in connection with the Services, may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website, Services or third-party platform; to improve Client’s experience using the Website, Services or third-party platform; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Terms (including taking corrective action permitted therein); and/or to make the Website, Services, or third-party platform more helpful or useful to Client and other users.

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Security. Coral Messaging agrees to maintain physical, technical and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use or disclosure. 

Storage. Coral Messaging does not provide an archiving service. During the Subscription Term, Client acknowledges that Coral Messaging may delete Client Data no longer in active use. 

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8. Client Obligations

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Warranty. Client warrants and represents that it is in full compliance with all applicable state, federal, and international laws, rules and regulations and that Client will not use the Services in a manner that would violate or cause Coral Messaging to violate any obligation with respect to any such laws, rules or regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada's Anti-Spam Legislation ("CASL"). Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Coral Messaging, or otherwise has legal rights to provide such Client Data, and Client Data and Coral Messaging’s use thereof will not violate third-party rights, including intellectual property, privacy and publicity rights; (b) Coral Messaging’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Coral Messaging with any Customer, Client or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s authorized representative(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Coral Messaging immediately. Additionally, if an integration is included in the Services Client orders, Client grants Coral Messaging the right to access Client’s Information or CRM system directly or through a third-party service for the purposes of fulfilling Coral Messaging’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Coral Messaging such right. Coral Messaging will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Coral Messaging by Client or its Authorized Users.

Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable law and regulations.  Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable laws, prior to utilizing the Services; (b) obtain all necessary rights, releases and consents to allow Client Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant Coral Messaging the rights herein; and (c) send marketing messages only in compliance with all local, state, national and international laws, regulations and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable law and regulations and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable law or regulation and Coral Messaging expressly disclaims any liability for Client’s non-compliance. Coral Messaging reserves the right to suspend or terminate Client’s access to the Services or the messaging feature if Coral Messaging believes, in its discretion, that Client has violated this section.

9.  Client Account Information

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You agree to provide current, complete and accurate payment and account information for all purchases made from our Service or from WhatsApp through our Service. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

10. Third-Party Links

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

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11. Third-Party Products and Integrations

Coral Messaging may make arrangements with third-party providers, or facilitate Client making arrangements with third-party providers, that provide products or services in connection with the Services described in this Agreement. If Client elects to use applications, integrations, add-ons, software, code, online services, systems and other products not developed by Coral Messaging ("Third-Party Products") in connection with or otherwise made available through the Services, those products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Coral Messaging is not a party to any such terms and will not be liable thereunder. Coral Messaging does not warrant or support Third-Party Products or Third-Party Content (whether or not these items are designated by Coral Messaging as "powered", "verified" or otherwise) and disclaims all responsibility and liability for these items and their access to the Services, including their modification, deletion, disclosure or collection of Client Data. Coral Messaging is not responsible in any way for Client Data once it is transmitted, copied or removed from the Services.

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WhatsApp & Usage Policy

The Customer shall adhere to all the terms & conditions set by WhatsApp at all times. WhatsApp may update WhatsApp Business Policy without notice; by continuing to use the WhatsApp Business Products after such change, Customer consents to such changes

(https://www.whatsapp.com/legal/business-policy/)

The Customer agrees to ensure it is not in violation of the WhatsApp Commerce Policy, and not in any of the restricted industries (https://www.whatsapp.com/legal/commerce-policy/)

WhatsApp may add limits to businesses on the number of messages to send per day. All Customers must adhere to this Messaging Limit (https://developers.facebook.com/docs/whatsapp/api/rate-limits)

WhatsApp has the absolute discretion to review, approve or reject any Message Templates (as defined in WhatsApp documentations) at any time.  Customer agrees to ensure full compliance with WhatsApp Policies regarding sending of messages.  WhatsApp does not offer a way to be notified when a user has blocked your sender, or to retrieve a list of users who have blocked you.

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Any violation of these WhatsApp policies may lead to suspension of the number by WhatsApp. WhatsApp has absolute discretion to limit or remove Customer’s access to or use of the WhatsApp Business Products if Customer receives excessive negative feedback, causes harm to WhatsApp or WhatsApp’s users, or violates or encourages others to violate our terms or policies, as determined by WhatsApp in our sole discretion. If WhatsApp terminates your account for violations of relevant WhatsApp Business terms or policies, WhatsApp may prohibit Customer and Customer organization from all future use of WhatsApp products.

Coral Messaging shall take no responsibility in case of any such violations. Any additional charges arising due to this shall be borne by the Customer.  Once registered on Coral Messaging, Customers cannot reuse the WhatsApp number on WhatsApp Business App or WhatsApp mobile app. The Customer owns the phone number.

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WhatsApp imposes reviews, such as Meta business verification to ensure the quality of businesses using WhatsApp products. These requirements are prerequisites to use WhatsApp Business API, and Coral Messaging. WhatsApp has absolute discretion to approve Customer’s usage of WhatsApp products. Coral Messaging will assist with the application and submission process.  By using Coral Messaging, clients agree to the setup for WABA and WhatsApp business API, and will provide all the prerequisite documents as required by Whatsapp & Meta.  

WhatsApp may change acceptable message types and related policies at their absolute discretion at all times.

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12. Errors and Omissions

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, services and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

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We undertake no obligation to update, amend, or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

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13. Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content, or the Service: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information or generally Inappropriate Content; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet; (l) in any way which violates the Meta platform policies (https://developers.facebook.com/policy/). We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

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You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services: (1) access, tamper with, or use non-public areas of the Service or Coral Messaging’s computer systems; (2) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (3) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Coral Messaging and third-party integrations authorized by us (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Coral Messaging; (4) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (5) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Service.

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We preserve the right to limit access to the platform for users and/or Facebook pages whose actions result in degrading the experience of other platform users, other Facebook users, Meta’s employees, affiliates, or partners, or Coral Messaging’s employees, affiliates, or partners.

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We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (1) satisfy any applicable law, regulation, legal process or governmental request, (2) enforce the Terms, including investigation of potential violations hereof, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to user support requests, or (5) protect the rights, property or safety of Coral Messaging, its users and the public. Coral Messaging does not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.

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14. Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent, or warrant that your use of the Service will be uninterrupted, timely, secure or error-free.

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We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

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You agree that from time to time we may remove the Service for indefinite periods of time or cancel the service at any time, without notice to you.

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You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

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In no case shall Coral Messaging, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

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15. Indemnification

You agree to indemnify, defend and hold harmless Coral Messaging and any parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

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16.  Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

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17. Termination

In the event these Terms are terminated, the obligations and liabilities of the parties incurred prior to such date shall survive the termination of these Terms for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Service.

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If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

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18. Communication by Text Message

If you would like to communicate with your users via text message you hereby agree to the following Compliance and Indemnity Terms (“CIT”). You are required to use the Service in full compliance with all applicable laws and regulations, including without limitation, all state, provincial and federal laws specifically including but not limited to the Telephone Consumer Protection Act of the United States, as amended (“TCPA”); the Personal Information Protection and Electronic Documents Act of Canada (“PIPEDA”), and any substantially similar provincial privacy laws; and Canada’s Anti-Spam Law, (“CASL”), all as may be amended (the TCPA, PIPEDA and CASL are collectively referred to as the “Electronic Messaging Laws”). By making any use of the Services, you expressly warrant that you are and shall continue to act in full compliance with the law.

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You agree that you have read and understand the Electronic Messaging Laws and any similar state or provincial/territorial laws, and all other applicable laws and regulations. You understand that in some cases, applicable state and local restrictions are more restrictive than the federal rules. You should review these rules with your own legal counsel to ensure that you understand and comply. Coral Messaging will not assume responsibility for ensuring that your activities meet applicable legal requirements. Coral Messaging will not assume any liability if you are ever held guilty or found liable for any violation of law, rule or regulation. Notwithstanding the foregoing, you acknowledge that Coral Messaging has and is taking active steps to help support the compliance of its customers, including by having you agree to these Terms.

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You understand and acknowledge that it is generally a violation of federal law, including the TCPA, to contact a consumer by phone, text or email without prior express written consent. Coral Messaging is not responsible for ensuring that you do not transmit messages to consumers, including by telephone or email in violation of the consent rules.  You and not Coral Messaging are solely responsible for the content of your messages, and its compliance with all applicable law. You acknowledge and agree that Coral Messaging acts solely as a service provider to allow the sending of your messages, but that you exercise control over the message content and destination, and must ensure your messages comply with all applicable laws.​

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Coral Messaging is not responsible for ensuring that you do not transmit messages to consumers, including by text message, telephone or email in violation of the consent rules.

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You agree to indemnify, defend and hold harmless Coral Messaging, along with its owners, members, directors, officers, agents, employees, contractors, consultants and vendors from and against any and all claims, suits, fines, costs, expenses, judgments and fees, including reasonable attorney’s fees, court costs and expenses, arising out of a claim alleging any violation by you of the law, or alleging facts that would constitute a breach of your warranties or obligations contained in these Terms, including this CIT. You will promptly indemnify, defend or settle, any such third-party claim, demand, lawsuit, investigation or proceeding brought against Coral Messaging. Coral Messaging will: (i) promptly notify you of such claim, (ii) provide you with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give you control and authority over the defense and settlement of such claim, subject to Coral Messaging’s approval of any such settlement, which approval will not be unreasonably withheld.

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19. Governing Law

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These Terms of Service and any separate agreements whereby we provide you Services shall be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules. The state and federal courts located in the State of New York, District of Manhattan, New York City, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party consents to the exclusive jurisdiction of such courts. Each party also waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.   

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20. Fees and Payment

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Fees. Unless otherwise specified on the applicable Customer Agreement, the Services are provided on an ongoing, per license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Customer Agreement ("Subscription"). Client agrees to pay to Coral Messaging the fees for the Subscription to the Services ("Subscription Fees") and any additional fees (if applicable), all as set forth in the applicable Customer Agreement (collectively, the "Fees"). Except as otherwise specified in the applicable Customer Agreement, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription term, such Services will convert to a paid Subscription and Client agrees to pay Coral Messaging the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Customer Agreement, payment for all Fees is due within thirty (30) days of the invoice date.

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Payment of Fees. Unless otherwise specified in the applicable Customer Agreement, all Subscription Fees will be paid annually or monthly in advance as specified in the Customer Agreement, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable. If the payment method selected on the applicable Customer Agreement is credit card, ACH, or direct debit, Client authorizes Coral Messaging to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Coral Messaging terminate your Subscription. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Coral Messaging be unable to process/receive the Fees when due and owing, payment shall be considered overdue. After payment becomes overdue, Coral Messaging shall have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.

Taxes. Coral Messaging’s Fees are exclusive of all taxes, and Client must pay any applicable taxes or levies, whether domestic or foreign, other than taxes based on the income of Coral Messaging. Client will make tax payments to Coral Messaging to the extent amounts are included on Coral Messaging’s invoices.

Fee Increase. Coral Messaging reserves the right to increase Fees for any Services, upon sixty (30) days’ prior written notice, effective on the start date of your subsequent Subscription Term.